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Statutes

Article 1. The civil association "FOUNDATION FOR THE STUDY OF LIVER DISEASE – ONLUS" is constituted with headquarters in Trieste. The association is non-political, free, non-profit, and of unlimited duration.

Article 2. The Association is headquartered in Trieste.

Article 3. The general motivation for the activities of the “Foundation for the Study of Liver Disease” is the great diffusion of liver disease, its high social cost and the necessity to collect economic forces and new formulas for cultural collaboration in the fight against it.
The Association is non-profit and pursues exclusively the final objective of social solidarity by providing services – for the benefit of persons disadvantaged in terms of their physical, psychological, economic, social or family condition, by means of third parties or members of the association in the following fields:

  • health assistance for the treatment of liver and biliary disease; social and socio-health assistance to persons affected by liver and biliary disease and their families;
  • instruction in the field of research, diagnosis and treatment of liver and bile disease;
  • training of health personnel for the treatment of liver and biliary disease;

The Association hence aims to:

  • promote knowledge of liver and biliary function;
  • develop early diagnosis, prevention and therapy for liver and biliary disease;
  • strengthen the structure of hepatological research and treatment;
  • promote cultural activities such as conferences, congresses and health education of the population about the incidence, prevalence and prevention of these diseases;
  • create scholarships to allow education of researchers in the study and treatment of these afflictions;
  • assist patients and their relatives;
  • promote the collection of economic resources for the fulfilment of the aims of the foundation itself;
  • distribute educational material about liver disease to the public;
  • offer highly qualified consulting and update services about liver disease and high quality health training, all at no or contained cost;
  • promote meetings amongst persons with liver disease and their families to carry out voluntary work for the association.

The Association cannot carry out any activities which differ from those indicated above, with the exception of those which are directly connected or by nature accessorial to the statutorial activities, which are hence integrative to them.

Article 4. The property of the Association comprise mobile and fixed goods which are attained by the association from any title, by generous donation or contributions from public and private organisations or individuals, from remainders of management.
For the fulfilment of its tasks, the Association displays the following entries:

  • from deposits made by the associates;
  • from any other deposit of any title effected by the associates or by other individuals or juridic entities;
  • from income derived from its property;
  • from income realised by the carrying out of its activities.

On an annual basis and on proposal of the administrative council, the general assembly will establish the amount of the minimum payment to be made by a person intending to join the association, at the moment of joining the association, as well as the annual associative amount.
Joining of the association does not any further financial commitments or payments over and above the original payment and the payment of the annual associative amount.
It is however optional for the members of the association to effect any additional donations.
Deposits into the funds can be of any amount over and above the minimum initial deposit and the payment of the annual subscription fee, and are not refundable; under no circumstances, and hence not even in the case of disbanding of the association, nor of death, extinction, of withdrawal nor exclusion from the association can therefore take place in so far as they have been paid to the association as endowment funds.
The payment does not create any rights of participation and especially does not create undivided amounts transmittable to third parties, neither for succession to particular title, nor for succession to universal title.
The association can award “solidarity titles”.

Article 5 Whether individuals or juridical entities, the members of the association are distinguished as:

  • founder members;
  • ordinary members;
  • special members.

Joining the association is permanent and cannot be annulled for a temporary period.
Joining the association involves the right to vote in the shareholders meeting for the approval and the modification of the statute and rules and for the nomination of the directive organs of the Association for the long standing members and anyhow for the juridical person or rather the entity.
Founder members are physical, juridical persons and/or entities who have participated in the original constitutive act of the association.
Members of the Association are physical, juridical persons and/or entities who join the association in the course of its existence.
Special members of the Association are physical, juridical persons and/or entities who make endowment payments to the Foundation which are considered of particular relevance by the board of directors or who have distinguished themselves particularly in the activities of interest to the Association, according to the Board of Directors.
Subjects to whom the services which the association proposes to carry out are supplied are deemed beneficiaries of the Association.
Requests for admission are addressed to the Board of Directors which will see to these requests within 60 days of their receipt; in absence of express refusal within the predetermined period, the request is considered accepted. In case of express refusal, the Board is required to explain the motivation for the refusal.
Whosoever joins the association may at any stage give notice of his wish to withdraw from the Association itself; this withdrawal would become effective from the beginning of the second month after the president of the board receives notification at the association’s premises of the intention to withdraw.
If there are serious circumstances, any member of the Association may be excluded on deliberation of the Board of Directors. Exclusion takes effect on the thirtieth day after notification of the intention to exclude, which must contain the motivation for which the exclusion has been decided upon. If the motivation for the exclusion is considered unjustified, the member may make recourse to an arbitrator provided by the statute; in this case, the decision to exclude is suspended pending the outcome of the arbitration.
Membership is also lost after deliberation of the board of directors, if the subscription fees for two consecutive years are not paid.
Every member will receive from the association at least once a year, notification of the activities carried out by the association and a membership card. Every member has the right to participate in all the activities of the association, to check the balance sheet and to request a copy of the minutes of the annual general meeting.

Article 6. The organs of the association are:

  • the general assembly;
  • the board;
  • the president of the board;
  • the vice-president of the board;
  • the executive committee;
  • the secretary of the board;
  • the treasurer;
  • the scientific committee;
  • the president of the scientific committee;
  • the auditory board.

Article 7. The shareholders meeting comprises all ordinary and special founder members who are have their annual subscription payment in order.
The ordinary shareholders meeting takes place at least once a year in the months of April or even in June if particular circumstances require it, for the approval of the current balance sheet and the predicted balance sheet. It also:

  • sees to the nomination of the board of directors, of the president and vice president of the board, the treasurer, the auditing committee and the president of the scientific committee;
  • outlines the general activities of the association;
  • deliberates, at the proposal of the board, on the fee to join the association and on the annual subscription fee;
  • approves, on the proposal of the board, the rules governing the carrying out of the activities of the association;
  • deliberates on possible distribution of profits or management surplaces however denominated, as well as funds, reserves or capital during the life of the association itself, as is allowed by law and the present statutes.

The extraordinary shareholders meeting deliberates on:

  • changes to the present statutes;
  • dissolution and liquidation of the Association and devolution of its assets.

Both ordinary and extraordinary shareholders meetings are convened by the president, even away from the official premises, at any time that he deems it necessary or it is requested by at least one tenth of current members or at least one third of the current board members or the auditing board.
Notice of convocation of either an ordinary or extraordinary shareholders meeting will be given on the notice board of the Association at its official premises and will also be communicated to members at their domicile at least 10 days before the appointed date of the first convocation.
The second convocation must be fixed for at least one hour after the first convocation.
The ordinary meeting is valid, whatever the subject to be addressed: in first convocation when a sufficient number of members are present to be the majority of the total number of members; in the second convocation, whatever number of members are present or represented.
Decisions are taken in accordance with an absolute majority of votes of members present or represented by proxy.
The extraordinary meeting in first convocation deliberates any subject put before it with a favourable vote of one half plus one of members having the right to vote present. The second convocation deliberates with a favourable vote of at least one fifth of the voters having the right to vote, excepting in the case as provided by the last comma of article 21 of the civil code.
The manner of voting will be decided by the shareholders meeting.
The elections of officials will be carried out according to relative majority, but may also take place by acclamation.
Members who for any reason are unable to participate personally at the shareholders meeting, may be represented only by other members with their written proxy.
Any member may hold an unlimited number of proxies.
The president of the board of directors presides over the shareholders meeting; in his absence the meeting may appoint someone else for this task.
The secretary is nominated at the shareholders meeting.
The secretary may not be a member.
Nomination of the secretary does not take place when the minutes are taken by a notary.
Even the minutes taken by a notary must be transcribed into the book of attendees, minutes and the deliberations of the board.
The possibility of meetings taking place at more than one location, contiguous or distant, with audio or video connection is allowed, provided that the collegial method, principles of good faith and equal treatment of members are respected.

Article 8. The association is administered by a board comprising a minimum of five to a maximum of 15 members, including the president, vice president, and is elected by the members present at the Shareholders Meeting who will determine the number.
The board members are elected for three terms and may be re-elected.
Nomination to the board does not carry any compensation other than reimbursement of documented expenses sustained during the carrying out of official duties.
Whether because of resignation or for other reasons, one or more board members is missing, the board will see to his replacement by means of co-opting.
Whether because of resignation or for other reasons the majority of the board is missing in the same term, the entire board will be considered to have collapsed and the auditing committee must immediately convene a meeting for the nomination of a new administrative board.
The administrative board is convened by the president or whoever is his replacement at least twice a year or at least whenever he deems necessary or at the request of at least two board members.
The administrative board nominates an executive secretary chosen from outside the board. The nomination of a secretary must however take place whenever the meeting has not nominated a treasurer.
Convocation is carried out by means of a letter to be sent no fewer than five days before the assembly, and in cases of urgency, by means of telegram, fax, e-mail or other equally rapid manners which will permit the board members to be informed at least one day before the meeting.
Meetings of the Administrative board may take place in different places, close by or distant, with audio or video linkage, in so far as the conditions respect the collegial method, principals of good faith and equal treatment of the meetings.
The Administrative Board is presided over by the President, and in his absence or some other impediment, by the Vice President and in his absence or some other impediment, by the oldest Board Member.
The Administrative board is regularly constituted when the majority of its elected members are present.
The Administrative board deliberates with a favourable vote decided by the majority of those present.
In case of parity, the vote is carried by the presiding member.
The deliberations of the Administrative board are recorded in appropriate registers of the minutes of the meetings and are underwritten by the president of the meeting and by the secretary.
The administrative board is invested with the widest possible powers for the management of the association, and specifically, the board can:

  • on the proposal of the president of the scientific committee, nominate members to that committee;
  • organise general scientific and cultural initiatives;
  • determine the minimum subscription fee and other fees of association, as provided by the rules, and make these proposals to the annual general meeting of members for approval;
  • approve new members, nominate special members, examine proposals for new initiatives put forward by the members;
  • on the proposal of the scientific committee, nominate members of the work and/or study groups, determining their number and competencies;
  • open new sections of the association, as provided for by the rules;
  • make available the internal rules and any other rules deemed relevant and propose any possible alterations thereof to the ordinary members’ meeting for approval;
  • make available the current and proposed balance sheets for approval by the meeting;
  • deliberate on the admission and exclusion of members.

The Board may delegate part of its responsibilities to one or more of its members, or to an executive committee, whose number of components and their attributions are established by the board itself, within the limits indicated below.

Article 9. The association is represented by its president to third parties and also in judicial matters. On the decision of the board, the president may assign the representation of the association to another person extraneous to the board itself.
According to directives emanating from the general meeting and from the board, to whom at all times the president shall make reference, it is the responsibility of the president to carry out the ordinary administration of the association; in exceptional and necessarily urgent cases, the president may also carry out acts of extraordinary administration, but in such case, and in the same context, he must convene the board for the ratification of the operation.
The president convenes and presides over the general meeting and the executive committee, sees to the execution of the relative decisions, oversees the general running of the association, check the observation of the statutes and rules, and promotes their reform as the need arises.
The president sees to the preparation of the financial budget and financial statements for approval by the board, and then at the annual general meeting, in relation to the respective notes.

Article 10. The vice president replaces the president in all his duties at any time that he may be absent or in any way unable to carry out his full functions. The intervention of the vice president constitutes proof of impediment to or absence of the president.

Article 11. The executive committee, if nominated, comprises the president, the vice president, the secretary if nominated, the president of the scientific committee and possibly a maximum of three other board members.
The executive committee carries out the functions and responsibilities entrusted to it by the administrative board.
For the convening of the executive committee assemblies, and for the validity of the respective deliberations they undertake, the rules laid down in the statutes for the administrative board meetings apply.

Article 12. The secretary takes the minutes of the meetings of the board and of the executive committee and assists the president and the board in the carrying out of executive activities as may be necessary or appropriate for the functioning of the administration of the association.
The secretary looks after the book of the minutes of the annual general meetings, of the administrative board, of the executive committee as well as the association membership book.

Article 13. As well as keeping the books prescribed by law, the association will maintain books of the minutes and deliberations of the annual general meetings, of the board, of the executive committee and of the auditors as well as the association membership book.

Article 14. The treasurer – or the secretary in those instances when the meeting has not seen to the nomination of a treasurer – manages the funds of the association, keeps the books, carries out appropriate checks, sees to the maintenance of the account books, and makes the financial statements and budget available, accompanying them with all relevant accounting details, and participates in the meetings of the Administrative board and the Annual general Meeting.

Article 15. The auditing committee comprises three effective members and two supplementary members (who become part of the committee if any of the effective members desist).
The duties of an auditor are incompatible with the duties of a board member.
For the duration of duty, re-election and retainer, the rules dictated by the present statute for board members apply.
The auditors see to the maintenance of the books of the meetings of the auditors, have the right to participate at annual general meetings, board meetings and meetings of the executive committee, with the right to speak but not to vote, verify the regular maintenance of the books of the association and othe relevant boos and give their opinions on the financial statements.

Article 16. The scientific committee comprises a president nominated by at the annual general meeting and by a variable number of members, not exceeding twelve, who are nominated by the administrative board on the proposal of the president of the scientific committee himself.
The scientific committee may have members who are not members of the association.
The duties of the scientific committee are to:

  • propose particular directions of research and intervention for the realisation of the aims of the association;
  • organise and monitor the development of the scientific and cultural activities of the association;
  • prepare non-binding opinions on request of the various bodies of the association.

The scientific committee may propose to the administrative board or to the executive committee, if nominated, the constitution of work and/or study groups for the realisation of specific projects for the association’s intervention; the members of these work and/or study groups may not necessarily be association members nor part of the scientific committee.
The president and members of the scientific committee are released from their duties on expiry of their mandate by the association’s board.
The members of the work and/or study groups are released from their duties on expiry of their mandate.

Article 17. The president of the scientific committee has the following powers and duties:

  • proposes to the board, the nomination of members of the scientific committee and of work and/or study groups;
  • proposes to the board, specific projects of scientific and/or cultural significance for the association, supplying where necessary appropriate budget forecasts;
  • highlights necessary controls and directions of the activities of the scientific committee and of the work and/or study groups;
  • participates in the general meetings and meetings of the Board, without voting rights.

Article 18. The secretary and treasurer may be the same physical person.

Article 19. The activities of the association close on December 31 of each year.
At the end of each financial year, the board is convened to make available the financial statements of the preceding year and the budget for approval at the annual general meeting.
The balance sheets must be deposited at the headquarters of the association within fifteen days prior to the meeting convened for their approval, and available to all who have the right to be interested in reading them.

Article 20. The association is not allowed to distribute, even in an indirect manner, profits or management surpluses however denominated, nor funds, reserves or capital during the life of the association, unless such destinations or distributions are imposed by law or carried out in favour of other non-profit charitable (Onlus) associations which by law, statute or rule are part of the same unitary structure.
The association is obliged to use all profits or management surpluses for the realisation of institutional activities and those directly connected to the association.

Article 21. In case of dissolution, for whatever reason, the association is obliged to distribute its assets to other non-profit organisations (Onlus), or to public entities, as dictated by article 3, comma 190, of the law 23 December 1996 n.662, unless imposed to do otherwise by law.

Article 22. Any controversy arising during the execution or interpretation of the present statute, which may become an object of compromise, will be placed under the jurisdiction of an independent arbitrator who will arbitrate according to equity and without formality of procedure, or standard arbitration procedures. The arbitrator will be selected by mutual consent of the contending parties; if there is no agreement about the nomination of the arbitrator, the President of the Court of Trieste will see to his nomination.

Article 23. For anything not covered by the present statutes, the association may instigate internal rules which must be proposed by the board and approved by the annual general meeting of members.
Where not specifically covered, reference must be made to the regulations of bodies contained in Book I of the Civil Code, or otherwise to the regulations contained in Book V of the Civil code.

Foundation for Liver Studies | Centre for Liver Studies | Liver Study Centre Clinic | Educational area