STATUTE OF THE ASSOCIATION

“European Group for Endoscopic UltraSound Ente del Terzo Settore (Third Sector Association)”

EGEUS ETS

 

Article 1

Constitution, name and headquarters

 

  • It is established, in compliance with the Civil Code, Legislative Decree 117/2017 and subsequent amendments and the relevant legislation, the Third Sector Association called: ” European Group for Endoscopic UtraSound Ente del Terzo Settore (Third Sector Association) ” in short also “EGEUS ETS” which takes the legal form of Association, recognized, non-partisan and non-denominational (non-religious).

 

  • The Association has its registered office in Turin (Torino, Italy) and will be able to open secondary branches and offices both in Italy and abroad with a resolution of the Assembly upon proposal of the Governing

 

  • The duration of the Association is indefinite.

 

Article 2

Aims and purposes

 

2.1) The association pursues, on a non-profit basis, civic, solidarity and socially useful purposes through the exercise, exclusively or principally, of the following activities of general interest, referred to in Art. 5, paragraph 1, of Legislative Decree 117/2017 and subsequent amendments, letters:

  1. b) health interventions and services;
  2. d) education, instruction and professional training, according to the law 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes;
  3. h) scientific research of particular social interest.

The association operates in the field of Medicine and Surgery, health care and education, Gastroenterology and Oncology, Endoscopy and Endoscopic UltraSound (EUS) and it has as its purpose:

  1. a) the development and dissemination of knowledge of Endoscopic UltraSonography (EUS) and other endoscopic/ultrasonographic or gastroenterological techniques associated with it.
  2. b) Promote the education and training of doctors and nurses in endosonography and other associated endoscopic/ultrasonographic and gastroenterological techniques
  3. c) Propose, promote and support basic and clinical scientific research and multicenter studies in the field of EUS and digestive system diseases.
  4. d) carry out the collection and processing of clinical and biological data concerning various digestive, oncological and non-oncological diseases.
  5. e) collaborate with healthcare facilities in the conduct of clinical trials and in the clinical care of patients suffering from digestive system diseases.
  6. f) organize congresses, courses, conferences and seminars for the improvement and updating of medical and paramedical staff.
  7. g) disseminate the results of activities and studies in the endoscopic and gastroenterological field through publications, also assuming any financial costs or through its own communication channels, such as the website and newsletters to members.
  8. h) also help financially, through contributions, scholarships, grants and reimbursement of expenses, doctors and scholars in diseases of the digestive system for participation in conferences, congresses or courses of study or qualification.
  9. i) provide specific professional figures, such as statisticians and data managers, who help in the management of clinical and scientific research activities in the fields of interest of the Association
  10. j) purchase tools or materials to be allocated through donation or loan for use in specific areas of assistance or research.

 

These purposes may be pursued through cooperation or association with other companies or associations or scientific enterprises, public or private, national or international, which share the same or similar scientific or educational interests.

 

 

The association, excluding any profit-making purpose, carries out any other movable and real estate activity functionally connected to the stated purposes and pursues its statutory objectives both on the national territory and at an international level.

To achieve its statutory objectives, the association may carry out, by way of example but not limited to, the following activities:

 

  1. a) Organization of European, International and national Congresses, Courses, Seminars.
  2. b) Promotion of education and training of doctors and nurses in endosonography and other associated endoscopic/ultrasonographic and gastroenterological techniques
  3. c) Proposal, promotion and conduct of scientific research and multicentre studies.
  4. d) creation of collections and processing of clinical and biological data concerning various digestive, oncological and non-oncological diseases.
  5. e) Collaboration with healthcare facilities in the conduct of clinical trials and in the clinical care of patients.
  6. f) scientific dissemination activities at various levels, through publications, communication campaigns or through its own communication channels, such as website and newsletter to members.
  7. g) Make contributions, scholarships, grants and expense reimbursements available to promote clinical studies or educational activities (participation in conferences, congresses or study and qualification courses).
  8. h) Organize, implement and develop a registered website of the association (www.egeus.org)

 

 

The association, in order to achieve its objectives, can collaborate with public and private bodies, both Italian and foreign or supranational, with the same or similar objectives, also by stipulating specific agreements; can deepen knowledge and international relations and, finally, actively participate in the development of policies that the public authorities will adopt in the fields of competence of the association.

The association carries out its activity within the national and international territory.

 

2.2) Furthermore, the Association may carry out different, instrumental and secondary activities with respect to activities of general interest, pursuant to and within the limits set by the art. 6 of Legislative Decree 117/2017 and subsequent amendments. Their identification can be made by resolution of the Governing Board.

In the event that the Association carries out different activities, the Governing Board will certify their secondary and instrumental nature in the budget documents pursuant to art. 13 paragraph 6 Legislative Decree 117/2017 and subsequent amendments.

The Association can carry out fundraising activities referred to in art. 7 of Legislative Decree 117/2017 and subsequent amendments.

 

 

Article 3

Economic resources

 

The Association draws the economic resources for the functioning and carrying out of its activities from:

a – membership fees;

b – contributions from members;

c – private contributions;

d – contributions from the State, public bodies and institutions, aimed exclusively at supporting specific and documented activities or projects;

and – donations and bequests;

f – reimbursements deriving from agreements;

g – income deriving from commercial and related activities;

h – any other entry permitted pursuant to Legislative Decree 117/2017 and subsequent amendments.

 

Article 4

The members

 

4.1 Physical persons or organizations who have provided proof of their sensitivity and competence on the activities carried out by the Association are members.

There are two categories of members:

” founding members: those who, in good standing with the payment of the membership fee established annually, have signed the deed of incorporation or have been admitted to join the association within 6 months from the date of establishment of the association;

“ordinary members: those who have been admitted to join the association pursuant to the following paragraph 4.2 of the statute and pay the membership fee established annually and are not among the founding members.

Temporary participation in associative life is expressly excluded.

The status of member is personal and cannot be transferred for any reason or title.

 

4.2 Admission to membership is decided by the Governing Board, upon written request from the applicant. This application entails the acceptance of all the rules of this Statute and of all possible modifications, as well as the payment of the annual dues foreseen in favor of the Association by each member and the obligation to observe the resolutions which, based on this Statute, will be adopted by the competent bodies of the Association itself.

In the event that the application is rejected with reasons, within 30 days from the submission of the application itself (observation period), the interested party may appeal this non-acceptance on which the Assembly will make a definitive decision.

 

4.3 The qualification of associate ceases for the following reasons:

  1. a) by voluntary resignation, to be communicated in writing to the Governing Board;
  2. b) for non-payment, if the member, having not communicated cancellation and fallen behind on the payment of the membership fee, does not regularize his position within fifteen days of the invitation addressed to him by the Governing Board by registered letter or certified mail;
  3. c) by radiation, in the event that one of the following events occurs:

– failure to comply with the obligations of this Statute;

– facts occur that conflict with the aims of the Association;

– the member shows persistent non-participation in the Association’s activities;

– conduct contrary to the activities of the Association;

– when reasons have arisen which, due to their gravity, make the continuation of the associative relationship incompatible.

The removal is decided by the Governing Board and must be communicated to the member by registered letter (or certified mail); against this resolution, appeal is permitted to the assembly whose decision is final within the limits of the law.

In order to be readmitted, members in arrears (defaulting members) must pay all unpaid  membership fees.

 

Article 5

Duties and rights of members

 

1) Members are obliged:

– to observe this statute, the internal regulations and the resolutions legally adopted by the associative bodies;

– to always maintain dignified behavior towards the Association;

– to pay the membership fee.

 

2) Members have the right:

– to participate in all activities promoted by the Association;

– to participate in the Assembly with the right to vote;

– to access membership positions:

– to examine the company books by making a reasoned request to the Governing Board, which establishes the times and methods of exercising this right.

 

 

Article 6

Volunteering

 

  1) The Association can use the services of volunteers to carry out its activities. Volunteering activity cannot be remunerated in any way, not even by any direct beneficiaries. The volunteer can only be reimbursed by the association for out-of-pocket expenses actually incurred for the activity performed and duly documented and within the limits and conditions previously established by the Governing Board.

 The expenses incurred by the volunteer can also be reimbursed against a self-certification made pursuant to the Presidential Decree (D.P.R.) 445/2000, provided that they do not exceed the amount established by the Governing Board. Any form of economic relationship with the Association, deriving from employed or self-employed work, is incompatible with the quality of volunteer.

The association is required to register its volunteers in a special register and has the obligation to insure them pursuant to articles. 17 and 18 of the Third Sector Code.

 

 

Article 7

Bodies of the Association

 

Bodies of the association are:

– the Assembly;

– the Governing Board;

– the President and the Vice President;

– the Honorary President, if appointed;

– the Scientific Committee;

– the Executive Council;

– the Board of founding members;

– the Board of Arbitrators, if established;

– the Supervisory Body, where provided for pursuant to art. 30 of the Third Sector Code;

– the Auditing Body, where provided for pursuant to art. 31 of the Third Sector Code.

All corporate positions are free, without prejudice to the reimbursement of expenses in accordance with the law in the manner and terms approved by the Governing Board.

 

Article 8

The Members’ Assembly

 

  • The Assembly is made up of all members, founding and ordinary members.

The Members’ Assembly can be ordinary and extraordinary.

 

2) The ordinary Assembly directs all the activities of the Association and also:

a – approves the budget and final balance sheet for each financial year;

b – appoints the members of the Governing Board;

c – appoints the Supervisory Body, if the conditions established by the law are met;

d – appoints the Auditing Body, in the event that the conditions established by the law are met and in any case if this function is not exercised by the Auditing Body pursuant to Art. 30, paragraph 6 of Legislative Decree (D. lgs.) no. 117/2017 and subsequent amendments;

e – appoints arbitrators, if necessary, following the resolution to establish the relevant Board.

f – decides on any internal regulations and their variations.

 

3) The ordinary Assembly is convened by the President of the Governing Board or, in his absence or impediment, by the Vice President, at least once a year for the approval of the budget and whenever the President himself or at least three members of the Governing Board, or one tenth of the members see it as appropriate.

 

4) The extraordinary Assembly decides on the amendments to the articles of association and the statute and on the dissolution of the Association.

 

5) The Assembly is convened by written communication, also sent via e-mail, directed to the members or by posting, on the Association’s noticeboard, the notice of meeting containing the agenda, the day, the time and the place of the meeting, at least eight days before the date set for the meeting.

The Assembly can be convened at the registered office or elsewhere, as long as it is in Europe.

In the absence of a call, the meetings attended in person or by proxy by all the members and the entire Governing Board and the Supervisory Body, if appointed, will be equally valid.

Each member can be represented by another member by written proxy.

The Assembly is chaired by the President or, in case of his absence or impediment, by the Vice President and in the absence of both by another member of the Governing Board elected by those present. The President ascertains the validity of the Assembly and signs, together with the secretary, the minutes of the same.

 

6) The meetings of the Assembly are valid, on first call, when more than half of the members have attended; on second call, regardless of the number of those in attendance, except as below.

Each member of the Assembly has the right to one vote.

Voting is normally done by a show of hands and in any case in an obvious manner.

The resolutions of the Assembly are valid when approved by the majority of voters. In the resolutions approving the budget and in those concerning their responsibilities, the President and the members of the Governing Board, where they are associated, do not have the right to vote.

For statutory changes, the favorable vote of more than half of the members will be necessary, while for the revocation of the Governing Board and for the dissolution of the Association, the favorable vote of at least three-quarters of the members with the right to vote will be necessary.

 

7) It is possible to hold Assembly meetings with participants located in multiple locations, contiguous or distant, audio/video connected, and this under the following conditions, which must be acknowledged in the relevant minutes:

  1. a) that the President and the Secretary of the meeting are present in the same place and will prepare and sign the minutes;
  2. b) that the President of the meeting is allowed to ascertain the identity and legitimacy of those present, regulate the proceedings of the meeting, and ascertain the results of the vote;
  3. c) that the person taking the minutes is allowed to adequately perceive the meeting events being recorded;
  4. d) that those in attendance are allowed to participate in the discussion and simultaneous voting on the topics on the agenda, as well as to view, receive or transmit documents.

 

 

Article 9

The Governing Board

 

1) The Governing Board is the body responsible for the ordinary management of the Association. It is made up of a number of councilors of no less than five, including non-members, whose number is to be established at each elective Assembly.

With the exception of the first Governing Board, appointed in the articles of association, which will have a duration of four financial years, the members of the Governing Board, including non-members, remain in office for three financial years and can be re-elected.

The Governing Board can be integrated by replacing members who have passed away due to death or resignation with those who had the highest number of votes in the previous vote. In the absence of these by co-optation until the first Assembly meeting.

The written resignation of at least two thirds of the Council means that the entire Council itself is deemed to have resigned.

 

2) The following positions are foreseen:

– the President who represents the Association, convenes and chairs the Governing Board and implements its decisions;

– the Vice President who, in the absence or impediment of the President, represents the Association, convenes and chairs the Governing Board and implements its decisions;

– the Secretary who is responsible for the duties that are assigned at the beginning of the mandate (reporting, implementation of bureaucratic procedures, etc.) and concern the bureaucratic part of the Association;

– the Treasurer who takes care of the financial situation of the Association and reports whenever requested by the Governing Board and the Members’ Assembly.

 

3) The Governing Board can be revoked by the assembly with a majority of 2/3 (two thirds) of the members entitled to vote.

 

4) The Governing Board meets when convened by the President, or, in case of his absence or impediment, by the Vice President, with at least eight days’ notice by any means suitable for communication, meets at least four times a year and whenever at least a third of its members request by letter addressed to the President.

The convocation takes place by means of a notice containing the list of topics to be discussed sent by registered mail, also by hand, or also by e-mail or certified e-mail.

For the validity of the resolutions, the effective presence of the majority of the members of the Council and the favorable vote of the majority of those present are required; in the event of a tie, the vote of the person chairing the meeting prevails.

Meetings in which all members of the Governing Board and the Supervisory Body, if established, are present are valid, even if not formally convened.

The following may participate in the meetings of the Governing Board, at the invitation of the President and\or at the possible request of two councilors: the Honorary President, the members of the Board of founding members, the members of the Board of arbitrators, the members of the Supervisory Body, the associates who are not part of the Council, all with the right to intervene and not to vote.

 

5) The meetings of the Governing Board may also be held by video or teleconference provided that each of the participants can be identified by all the others and that each is able to intervene in real time during the discussion of the topics examined, as well as to receive , transmit and view documents. If these conditions exist, the meeting is considered to be held in the place where the president and the secretary are located.

 

Article 10

Role and duties of the Governing Board

 

The Governing Board is invested with all the powers of ordinary and extraordinary administration necessary to achieve the aims of the association.

The duties of the Governing Board are:

– elect from among its members, in the first meeting of the mandate, the President, the Vice President, the Treasurer and the Secretary;

– appoint the Honorary President if necessary;

– appoint the Councilor who is part of the Executive Committee referred to in point 14.2 below;

– ensure the implementation of the programmatic lines promoted by the Members’ Assembly and those approved;

– annually prepare the final and budgetary budget, to be submitted for approval by the Assembly;

– submit to the Assembly the annual budget report prepared by the supervisory body;

– prepare the annual plan and the methods for implementing the initiatives;

– determine the participation fees of the members;

– prepare and issue any internal regulations and their variations or revocations;

– preside over the admission, withdrawal and exclusion operations of members;

– designate its representatives in the various bodies or organizations that operate in similar sectors within its territory.

 

Article 11

President and Vice President

The President is elected by the Governing Board from among its members and lasts in office as long as the Council itself.

The President is responsible for:

– the corporate signature and legal representation of the Association exercised in compliance with precise indications of the Governing Board, for all purposes, before third parties and in court;

– the convocation and the presidency of the Governing Board and the Members’ Assembly;

– responsibility for the forwarding of association documents and practices to other institutions and supervision of the regular keeping of the Association’s social books.

The President exercises all powers of initiative necessary for the good administrative and managerial functioning of the association; he can delegate individual tasks to the Vice President, if appointed, who, in the event of the President’s absence or impediment, carries out his functions.

The presence and/or signature of the Vice President constitutes evidence, towards third parties, of the absence or impediment of the President.

 

Article 12

The Scientific Committee

 

The Governing Board of Directors may appoint a Scientific Committee composed of a minimum of three members, even those not belonging to the Association, chosen from among personalities who have distinguished themselves in the association’s fields of activity.

The Governing Board appoints its President from among the members of the Scientific Committee.

The members of the Scientific Committee hold office for 2 years and can be reconfirmed.

The members of the Scientific Committee can be replaced in the event of resignation, permanent impediment or death, for the remaining period of the two-year period.

The appointment as Councillor of the Governing Board does not make the appointment of member of the Scientific Committee incompatible.

The operating methods of the Scientific Committee are decided by the Governing Board.

The Scientific Committee, as an advisory body:

– provides indications for the development of activities that fall within the aims of the association and for the possible opening of new lines of activity;

– provides indications for an evaluation of activities in an international comparative context;

– expresses suggestions for the most appropriate dissemination of the results deriving from the association’s activities;

– guides the organization of studies, researches and events promoted by the Association.

 

Article 13

Honorary President

The Governing Board may appoint an Honorary President, even for an indefinite period, chosen from among non-members of the Governing Board who have distinguished themselves for their particular contribution within the sphere of activity of the association.

The Honorary President, without powers of representation, has a purely honorific character, can participate in meetings of the members and of the Governing Board  and express his non-binding opinion on the topics under discussion, without the right to vote.

 

 

Article 14

Executive council

14.1 The Executive Committee provides for the ordinary administration of the association and carries out the resolutions of the Governing Board.

14.2 The Executive Committee is appointed when the Governing Board is made up of a number of members greater than five and is made up of five members, all members of the Governing Board: the President, the Vice President, the Treasurer and the Secretary are members by right, the fifth member is appointed by the Governing Board itself.

14.3 The Executive Committee is convened and chaired by the President of the association.

The Executive Committee meets at least 4 times a year and in any case whenever the President deems it appropriate or has been requested to do so by at least two members of the Committee itself or of the Governing Board.

14.4 In case of necessity or urgency, the Executive Committee adopts the measures pertaining to the Governing Board, to whose ratification it submits the measures themselves within 30 days of adoption.

 

Article 15

Board of founding members

 

The Board of Founding Members is made up of all the founding members and has merely consultative and honorific functions. It can participate in the meetings of the various bodies of the association and express its non-binding opinion on the topics under discussion, without the right to vote.

 

 

Article 16

Supervisory body and statutory audit body

 

The Supervisory Body is appointed in the cases provided for by Art. 30 of Legislative Decree (D.Lgs.) 117/2017 and subsequent amendments. It is made up of a Legal Auditor registered in the relevant Register.

The Supervisory Body remains in office for 4 years and is always re-eligible.

The Supervisory Body:

– supervises compliance with the Law, the Statute and compliance with the principles of correct administration;

– supervises the adequacy of the organisational, administrative and accounting structure and its correct functioning;

– carries out monitoring tasks regarding compliance with civic, solidarity and social utility purposes;

– certifies that the Social Report has been drawn up in compliance with the guidelines set out in Art. 14 of Legislative Decree (D. Lgs.) 117/2017 and subsequent amendments. The Social Report acknowledges the results of the monitoring carried out.

The member of the Supervisory Body can at any time carry out inspection and control actions and, to this end, can ask the directors for information on the progress of company operations or on certain affairs.

The Supervisory Body also carries out accounting checks in the event that a person in charge of the statutory audit of the accounts is not appointed or in the event that the same is a statutory auditor registered in the appropriate Register, pursuant to Art. 30, paragraph 6 of Legislative Decree (D. Lgs.) 117/2017 and subsequent amendments.

The Statutory Auditing Body is appointed in the cases provided for by the Art. 31 of Legislative Decree (D. Lgs.) 117/2017 and subsequent amendments or in any case when the Supervisory Body does not also exercise this specific function. It is made up of a Statutory Auditor registered in the relevant Register.

 

Article 17

Board of arbitrators (“probiviri”)

 

 

The Board of Arbitrators (“probiviri”) is a possible and non-obligatory corporate body: the ordinary Assembly, if it deems it appropriate, can decide to establish a Board of Arbitrators, composed of three members chosen from among the associates who remain in office for three years; the Assembly, upon the eventual establishment of the College, also elects the President of the College.

The Board of Arbitrators, on its own initiative or upon written request from a body of the association or individual members, evaluates any infringements on the application and interpretation of the provisions contained in this Statute, in the Regulations and regarding the invalidity of resolutions of the Assembly and the Governing Board, proposing the appropriate measures to the Governing Board or to the Assembly.

The Board also carries out arbitration functions for the resolution of any disputes between bodies of the association, only if mutually requested by the parties.

 

 

 

Article 18

Budget

 

The financial year of the Association begins and ends respectively on 1 January, 1st and  December, 31st of each year.

The budget documents are drawn up pursuant to Articles 13 and 87 of Legislative Decree 117/2017 and subsequent amendments and the related implementation rules.

At the end of each financial year, the Governing Board draws up the budget within one hundred and twenty days and submits it for approval to the Members’ Assembly.

The social balance sheet is drawn up in the cases and ways provided for by the Art. 14 of Legislative Decree 117/2017 and subsequent amendments.

The Association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves or capital during its life, pursuant to Art. 8, paragraph 2 of Legislative Decree 117/2017 and subsequent amendments, unless the destination or distribution is imposed by law, as well as the obligation to use the assets, including any revenues, annuities, proceeds , revenue however named, for the performance of the statutory activity for the exclusive pursuit of the intended purposes.

 

 

Article 19

Dissolution

 

The dissolution of the Association must be decided with the favorable vote of at least three quarters of the members registered in the Association with the right to vote.

In the event of dissolution of the Association for any reason, its assets must be donated, unless otherwise required by law, to other third sector bodies, in accordance with the provisions of the Art. 9 of Legislative Decree 117/2017 and subsequent amendments.

 

 

 

Article 20

Closing rules

 

For anything not provided for in this statute, reference is made to the general principles of law, the provisions of the Civil Code, of Legislative Decree 117/2017 and subsequent amendments as well as any other relevant legislation also related to its activities and sectors of activity.

 

CLAUDIO GIOVANNI DE ANGELIS

PAOLO BOCUS

MARCO DAPERNO

MATTEO GIUSEPPE GOSS

ALESSANDRO LAVAGNA

NICO PAGANO

THOMAS TOGLIANI

ANGELO MASCOLO Notary

 

Exempt from stamp duty.

Registered at the Territorial Office – Provincial Directorate I of Turin on May 13, 2024, under no. 21535.

The undersigned Angelo Mascolo, in his capacity as Notary, declares, pursuant to Article 22, paragraph 1 of Legislative Decree no. 82/05, that the copy of the attached “A” STATUTE, of the CONSTITUTIVE ACT of the Association, is in conformity with the original.

Turin, May 22, 2024

 

Leave a Reply