Statute

Statute

Biomedical Association for Vascular Research

SECTION 1 - CONSTITUTION, AIM, DURATION

Art.1
A free Association named Biomedical Association for Vascular Research (B.A.V.R.) has been founded. The Association has been established without any direct or indirect profit aim

Art.2
Aims of the Association:

to increase the knowledge of vascular diseases as far as vascular research is concerned at the regional, national and international level, in order to contribute to their comprehension and care;

to promote scientific research and public interest for vascular diseases;

to raise funds for research development in the vascular field,

to stimulate the collaboration between different institutions operating in the vascular field.

Art.3
The Association promotes the development of scientific contacts and research in the field of vascular disease with similar Associations or existing structures at the national and international level. In Italy the Association is named, "Associazione Biomedica Per La Ricerca Vascolare"

Art.4
It is located on Via G Alessio, 10 in Padova, Italy and hes an unlimited duration

TITLE 2 - MEMBERS

Art.5
The following categories can be admitted as Members of the Association:

Foundinq Members: persons, corporations and private organizations that participated in the establishment of the Association. Their membership to the Association is of a lasting character, and they have the right to vote and are eligible for Association duties

Effeclive Members: persons, corporations and private or public organizations that have asked for admisssion to the Association. Their membership to the Association is for one year, with the possibility of renewal; they have the right to vote, and can be elected, with the agreement of the Board of Directors with a simple majority

Art.6
Members pay an admission fee to the Association and should renew membership annually. Members do not assume any legal responsibility according to the obligations on behalf of the Association or in name and of the Association itself.

Art.7
Creditors pursue their claims on the mutual fund and, secondly, with those people that acted in the name of and/or on bebalf of the Association

Art.8
Members are obliged to comply with the statuts and decisions of the Association's officers.

Art.9
Recess is possible at any moment to the Association, after written notice to the Boerd of Directors

Art.10
The Association has the power to check the observance of the associative obligations and, in case of a Member's actions nonconforming to the rules established in the present Statute, to decide to apply sanctions with a deliberation of the Board of Directors.

TITLE 3 - OFFICES OF THE ASSOCIATION

Art.11
The Offices of the Association are:

The General Assembly

The Board of Directors;

The President;

The Amministrative Director;

The Finance Council;

The Scientific Council.

Art.12
The General Assembly is ordinary and extraordinary. The General Assembly is convened by the Board of Directors at least once a year and, furthermore, every time there is a need. Members have the right to request an Assembly meeeting if their number is equal to at least 35% of all members. The Assembly is chaired by the President of the Association. Secretarial duties are carried out by the Amministrative Director.

Art.13
General Assemblies, ordinary and extraordinary, are formed by the Members regularly registered. Votes must be cast in person and not by a delegate.

Art.14
Assemblies are convened by written notice, signed by the President of the Association, and sent at least one week before a meeting.

Art.15
The Assembly is valid, at the first meeting, when at lesat two-thirds of the Members who have the right to vote are present. At the second meeting, the Assembly is valid whatever the number of Members present. The Assembly decides by a simple majority. An unanimous majority is required for statutory modifications.

Art.16
Tasks of the Assembly are:

to approve budgets, annual reports and minutes planned by the Board of Directors;

to appoint members for the Board of Directors and the Board of Amministrators, after the President's proposal;

to deliberate guidelines for the attainment of the Association's goals.

Art.17
The Board of Directors is composed of the founding Members and a maximum of four active Members, chosen from the Members and elected by the Assembly. The founding Members will elect the President and Managing Director during the first meeting of the Association. At the convocation of the first Assembly, the active Members will be elected to the Board of Directors. The Board of Directors will be effective for three years and chaired by the President of the Association. The board members can be re-elacted. The Board will be convened by the President at lesat one week before the date of the meeting. If one or more members are missing, the Board will arrange to substitute them, nominating a candidate or candidates from a list of extra candidates already prepared by the Assembly. In the case of repeated unjustified absences, the President has the right to appoint a new Board member.

Art.18
It is the duty of the Board of Directors:

to arrange for proposals to be submitted to the Assembly of the Members;

to arrange for the appropriate scientific, cultural and financial investments for the achievement of the statutory objectives;

to convocate the ordinary and extraordinary Assembly;

to decide about admission requests to the Association, recesses, and to apply sanctions in the case of non-observance of membership duties;

to carry out the deliberations taken by the AssemUly;

any other act of ordinary Administration not under the authority of the Assembly;

to adopt emergency arrangements, even extraordinary administration, that sbould be ratified later by the Assembly.

Art.19
The Boerd of Directors, on the President's request, nominiates one or more working committees available to the President himself for the study of particular problems

Art.20
For the validity of the Board meetings, it is not necessary to have the majority of the active members present. The Board's deliberations must be adopted by a maJority of those present The President's vote prevails in the case of a parity. The Managing Director participates at the meetings with the possibility to vote and covering secretarialfunctions.

Art.21
The President and the Managing Director are the legal representatives of the Association. In case of the absence of the President, the Managing Director carries out the duties in his place. The President is elected by the founding Members. The President of the Association hes the duty:

to supervise the application of the decisions made by the Board of Directors and by the Members' Assembly, together with the Managing Director;

to prepare the yearly report for the Assembly of the Association.

Art.22
The Managing Direcior has the duty:

to plan budgets and statements to be submitted to the Members'Assembly;

to prepare the annual balance of the Association;

to render, together with the President, the decisions made by the Board of Directors and the assembly of the Association operative;

to keep minutes of the Board and Assembly meetings.

The Managing Director is elected by the founding Members

Art.23
The Board of Auditors is composed of three members. They can come from outside the Association. Auditors hold their positions for three years and can be re-elected. Auditors are appointed by the Board of Directors.
The Board of Auditors hes the authority:

to ascertain regular accounting procedures and the correspondence between the balance, books and written accounts;

to check if the financial management of the Association agrees with internal regulations.

Art.24
An international Scientific Board will be instituted as proposed by the Board of Directors, in which experts in biology, pathophysiology and vascular medicine will partecipate to provide indications for accomplishing the current tasks of the Association. The Scientific Board is also involved in verifying scientific results obtained by scientists which have obtained financing from the Association. The operative choices of the Board of Directors in the research field will be addressed by the opinion of the Scientific Board.

TITLE 4 - REVENUES, REAL ESTATE, STAEMENTS

Art.25
The funds of the Association derive from membership fees and contributions from public and private corporations. Real estate and furniture acquired by bequests or donations represent an integral part of the Associationis patrimony. The Board of Directors reserves the right to change the internal roles to define the managerial duties of the Association.

Art.26
All financial operations made by the Association must be approved by the President and the Managing Director.

Art.27
Inventory of the Association's patrimony must be complied and kept according to the norms thet will be established internal rules.

Art.28
The Association's financial activities begin January 1st and end on December 31st of every year. The Managing Director prepares a balance of the budget forcast and expenses for the following expenditures at least one month before the closure of every exercise and at least one month before the relative statements and his proposals concerning the eventual residual assets and liabilties.

TITLE 5 - ARBITRARY JUDGEMENT AND CLAUSE

Art.29
Controversies between members themselves and with the Association, are delegated to the judgement of an arbitrary College composed of three members appointed by the Board of Directors and chosen from Members of the Association.

Art.30
Law principles that regulate associations and foundations in Italy will be adopted for everything not provided for by the present statute.

TITLE 6 - FINAL PROVISIONS

Art.31
The cessation of the Association can be deliberated by the Board of Directors, having heard the Assembly's opinion, in the case that the Assembly decides that the Association has to join or unite with another similar Association thet has similar interests. The Association can cease to exist for other reasons having a favorable opinion of at least three-fourths of the Members.

Art.32
In the case of cessation to join a new Association, the registered patrimony will be transferred to the new Association. In the case of cessation of activity for another reason, the entire residual patrimony will be appropriated to the founding Members to finance vascular research. The arbitrary College of Art 29 will be referred to in merit of possible controversies.