Statute

 

World Health Academy Dermatology and Pediatrics

SOCIAL STATUTE

Article 1

Constitution - name - site

A nonprofit association is hereby formed, to be known as the World Health Academy of Dermatology and Pediatrics Association, abbreviated WHADandP (henceforth: Association), a nonprofit association having its principal legal and operational headquarters in Rome, Piazza Randaccio No. 1. I the relocation of the association's headquarters, within the same municipality, does not entail a change in the bylaws.

By resolution of the Board of Directors, several operating sites may be established and/or the main legal and operating site may be changed. The Association is constituted in accordance with articles 36 and following of the Civil Code.

The Association is apolitical, non-political and non-denominational. It may set up operational offices in the places and locations deemed most suitable for carrying out its institutional activities and may cooperate with other associations, research bodies, universities, etc., in order to pursue the object of its statute.

The Association is affiliated to the World Health Academy with headquarters in Locarno, Via Trevani 1.

 

Article 2

Duration

The Association has an unlimited duration, unless it is dissolved in accordance with its statutes.

 

Article 3

Purpose

The objectives of the Association are:

  1. Providing international leadership on topics related to children's dermatological well-being, establishing research agendas, deriving health policy options, defining, monitoring and evaluating trends in child health with problems
  2. To study and evaluate all aspects of paediatric dermatological health, to develop programmes, approved by official bodies or individual members, that ensure the adequate and continuous training of qualified doctors to meet the needs of care in the field of dermatology
  3. Analysing and targeting policies for health education and related aspects, through which to provide the highest standard of education for families
  4. Coordinating and centralising communication and relations between individuals and bodies concerned with the health of the
  5. Organising Conferences and Training and Updating Events on the topic of child health with problems
  6. Suggesting and defining diagnostic and therapeutic guidelines in paediatric dermatology
  7. Co-operating with Government Authorities and Bodies to optimally translate the Guidelines into excellence of practice

 

Article 4

Members

Membership of the Association is open to all physical persons of both sexes, doctors of medicine and surgery with a specialisation or specialising in dermatology and/or paediatrics.

Members are required to pay an admission fee, if expressly established by the Board of Directors, and an annual membership fee, the amount and method of payment of which is determined annually by the Board of Directors.

Admission and membership dues are intransmissible (neither inter vivos nor mortis causa) and are not revaluable.

Members are divided into - FOUNDING members - ORDINARY members - SUPPORTING members

Founding Members are those who participated in the establishment of the Association.

Ordinary Members are those who have applied for membership of the Association in order to carry out an activity covered by the aims of these Articles of Association and whose application has been accepted by the Board of Directors. Both Founding Members and Ordinary Members have the right to vote at the Ordinary and Extraordinary General Meetings, including resolutions on amendments to the articles of association and internal regulations and on the appointment of the Association's governing bodies.

Supporting Members are all those who wish to support the Association financially and make use of the services provided by the Association. Supporters do not have the right to vote at the Assembly and may not hold corporate office. The minimum contribution amount of Supporters is set at the beginning of each year by the Board of Directors.

Temporary participation in the life of the Association is excluded for all Members.

 

Article 5

Application for admission

The application for admission by an aspiring Member must be submitted in writing to the Board of Directors. The application must indicate full personal details, tax code, ordinary e-mail address, as well as full and unconditional acceptance of the Memorandum of Association, the Articles of Association and the Internal Regulations of the Association, and whatever is decided by the Assembly and the Board of Directors prior to admission. The Board of Directors shall decide on admission to membership without appeal.

 

Article 6

Obligations of Members

Members are obliged to comply with the obligations arising from these Articles of Association and the Association's Internal Regulations, as well as the resolutions duly passed by the Association.

 

Article 7

Members' rights

All Members are entitled to participate in the life of the Association, in the events promoted by the Association. No remuneration of any kind is due to Members for any work performed on behalf of the Association. However, the Board of Directors may decide on the payment of compensation exclusively to those Members who perform services of a strictly professional and technical nature in favor of the Association itself. The amount of compensation will be decided by the Board of Directors in agreement with the professional or technical Member.

 

Article 8

Loss of membership

Membership shall be lost by death, withdrawal, arrears, exclusion and in any case if the Member causes serious harm to the good name of the Association.

Withdrawal occurs by the will of the Member who submits his resignation to the Board of Directors by a simple registered letter, or PEC, and in compliance with the rules laid down in the Internal Regulations; delinquency, due to non-payment of membership fees, is governed by the rules contained in the Internal Regulations and is declared by the Board of Directors; exclusion takes place when the Member engages in behavior contrary to the purposes and aims that inspire the Association, does not cooperate in the achievement of the purposes with the other Members, lacks the capacity to act or the capacity to understand. Exclusion is decided by the Board of Directors, ratified by the Members' Meeting and communicated to the person concerned. Against exclusion, the member may appeal to the Assembly, which will deliberate at the first subsequent meeting.

 

Article 9

Assets, income, allowances

The Assets of the Association consist of:

 

membership fees (membership, periodic, for services directly related to the statutory activity)

voluntary contributions from members or third parties

from donations

from contributions obtained from public and private entities for the achievement of statutory purposes or for specific projects within the same purposes

From any income related to the activities proposed by the Association and any Royalties

receivables from Members and in general from third parties

any fixed assets, intangible assets and financial assets

equipment purchased for the performance of the Association's activities

from cash and cash equivalents

 

The financial means are constituted by the fees paid by the Members, by the contributions of public and private bodies, by any operating income, by any donations from third parties. The management of the Assets and of the financial means, intended to ensure the exercise of the social activity, is carried out excluding any profit-making purpose. During the life of the association, it is forbidden to distribute profits or surpluses among the members, either directly or indirectly.

Members' attendance at meetings of the Executive Board is not remunerated. Members of the Executive Board shall be entitled to reimbursement of their out-of-pocket expenses.

Article 10

Financial year and Economic and Financial Report

The fiscal years begin on January 1 and end on December 31 of each calendar year. At the end of each fiscal year, the Board of Directors prepares the Final Economic and Financial Statement, which must be approved by the General Meeting of Members by June 30 of the following year. Any profit derived from the Association's management shall be compulsorily reinvested in the Association for the exclusive pursuit of its institutional activities; therefore, it is expressly forbidden to distribute, even indirectly, profits or surpluses during the Association's life, as well as funds, reserves or capital, during the Association's life, unless the destination or distribution is imposed by law.

Article 11

Association bodies

The bodies of the Association are:

  1. The Members' Meeting
  2. The Board of Directors
  3. The President
  4. The Audit Board (if appointed)

 

Article 12

Members' meeting

The Members' Meeting is the sovereign body of the Association.

  1. The Ordinary Members' Meeting shall be convened on first and second call, with notice sent at least fifteen days before the meeting, by ordinary mail or electronic mail (e-mail). The Ordinary Members' Meeting is convened at least once a year. It is composed of Active, Founder and Ordinary Members, who have the right to vote.
  2. The Extraordinary Shareholders' Meeting is called, in first and second call, by notice sent at least twenty days before the meeting, by ordinary mail or electronic mail (e-mail). The notice of call shall state the date, time and place of the meeting and the items on the agenda. The same notice may be used to call a second call in the event that the first call is cancelled. An Extraordinary Shareholders' Meeting may be requested by one third of the Members, by the Board of Directors with a majority of two thirds of its members, or by the President alone. Applicants shall submit a written request to the President of the Association, indicating the proposed agenda.

 

Article 13

Voting rights in the Assembly

Each Member at the Ordinary and Extraordinary Shareholders' Meetings is entitled to one vote according to the single vote principle stipulated in Article 2532 C.C. All Members who are in good standing with their dues payments and who are not subject to pending disciplinary measures may attend the Assembly and participate in its deliberations.

A Member with voting rights may represent only one other Member with the same right, except for the approval of budgets and accounts and for resolutions on the liability of Directors. In the latter two circumstances, no Member may represent another Member.

Votes may not be cast by correspondence or any other equivalent means.

 

Article 14

President of the Assembly

Presiding over the Assembly, is the President of the Association or, in his absence, the Vice President. In the absence of both, the Assembly shall appoint its own President. Serving as Secretary of the Assembly will be a member designated by the President who, if necessary, will propose to the Assembly the appointment of two scrutineers. The Chairman of the Assembly shall be responsible for ascertaining the regularity of proxies and the right to attend and vote at the Assembly.

 

Article 15

Ordinary and Extraordinary Shareholders' Meeting in 1st and 2nd call

The Ordinary Assembly is validly constituted in first call with the presence of an absolute majority of the members entitled to vote and deliberates validly with the affirmative vote of the majority of those present.

An extraordinary meeting in first call is validly constituted when two-thirds of the members entitled to vote are present and passes resolutions with the affirmative vote of the majority of those present.

In second call, the Assembly, whether ordinary or extraordinary, is validly constituted whatever the number of members present and resolves with the favourable vote of the majority of those present.

Secret ballots shall be used for resolutions concerning persons.

For the others, the voting system will be determined in advance by the President of the Assembly.

 

Article 16

Secretary of the Assembly

The Secretary of the Assembly draws up the minutes of each meeting, which are signed by the Secretary, the President of the Assembly and the scrutineers, if elected.

 

Article 17

Powers of the Ordinary General Meeting

The Ordinary Meeting :

  1. Approves the Statutes and Regulations as resolved by the Board of Directors of the Association
  2. Elects the Executive Board and, if necessary, the Audit Board every five years.
  3. Reviews and renders an annual opinion on the financial statements prepared by the Board of Directors
  4. Deliberates on the President's annual report on the Association's activities in the previous financial year
  5. Approves the admission fees for new Members and the annual membership fees determined in advance by the Board of Directors
  6. Deliberating on the determination of the extent and manner of collection of any extraordinary membership contributions due from Members
  7. It decides on the criteria to be followed by the Association in its future activities with regard to general problems affecting the Association.
  8. Ratification of the admission of new Members approved by the Board of Directors
  9. Decision on the exclusion of members
  10. Decides on the procedures for electing the President of the Association and the members of the Executive Board, as well as on the internal regulations
  11. Decides on the determination of the number of members of the Board of Directors by meeting at least fifteen days before the elective convocation
  12. Ratifies resolutions of the Board of Directors regarding appointments and designations of its representatives, within Bodies and Organs of any economic, legal, union nature
  13. Decides on proposals from the Board of Directors and on proposals from individual Members submitted in writing by e-mail at least one month before the date of the Assembly.

Decisions are taken by a majority of the members present.

 

Article 18

Powers of the Extraordinary General Meeting

The Extraordinary Shareholders' Meeting shall decide:

  1. on amendments to the Association's Statutes
  2. on the dissolution of the Association and the method of liquidation
  3. any other matter of particular interest, seriousness and urgency on the agenda.

Proposals for changes to the Statute must be signed by at least the majority of the Board of Directors, while a proposal to dissolve the Association must also obtain the favourable opinion of the majority of the Founding Members, if there are at least 3 (three) of them. The aims of the Association cannot be changed.

Resolutions relating to amendments to the Statutes may be drafted in free form, even if they do not necessarily follow the solemn form of these Statutes.

 

Article 19

The Board of Directors

The Executive Board is appointed for the first time with the Association's memorandum of association and is subsequently elected by the Ordinary General Meeting of Members. It consists of a variable number of three to nine members, including the President, elected from among the Members, who remain in office for five years and may be re-elected.

The Executive Board elects the Vice-President and the Secretary from among its members.

The President is elected directly by the General Assembly.

The composition of the Board of Directors, as regards the type of internal offices, may be adapted, without any particular formality, to the requirements dictated by the operational needs of the Association itself. The principle of free eligibility for the Association's administrative bodies applies.

Members of the Board of Directors hold office free of charge. Only Members in good standing with the payment of membership dues may hold office.

The quality of Councilor may cease due to expiration of the term of office, death, resignation, unexcused absence for 4 (four) consecutive times from the meetings of the Board of Directors, or due to serious acts or omissions committed in the performance of one's duties. The loss of the status of Director must be deliberated by the Board of Directors itself; the person concerned will not have the right to vote. An affirmative vote of half plus one of those present will be required for the resolution to be valid. Resignation must be communicated to the Board of Directors, for the attention of its President, by registered mail or certified e-mail with six months' notice. In the event that during the course of the fiscal year one or more Board members cease to serve, the Board of Directors will convene a Members' Meeting to replace the missing members who will remain in office until the expiration of the replaced Board members or, alternatively and at the discretion of the Board of Directors, a replacement may be made with the first of those not elected at the last elective Meeting. In the event of the resignation of half plus one of the members of the Board of Directors at the same time, the Board of Directors shall be deemed to have lapsed together with the President and new elections must be held promptly.

 

Article 20

Powers of the Board of Directors

The Executive Board has the following powers:

  1. implements the decisions of the General Meeting of Members, adopts resolutions, submits them to the vote of the General Meeting and expresses opinions on all problems affecting the Association
  2. draws up internal regulations for approval by the Ordinary General Meeting of Members
  3. deciding on applications for membership
  4. takes disciplinary measures
  5. determines annually the amount and method of collection of admission, membership and proposes any additional extraordinary contributions to be paid by the Members to be submitted to the Assembly for consideration and resolution
  6. determines any fees for participation in the various social activities
  7. Provides, subject to ratification by the Assembly, for the appointment and designation of its own representatives, within Bodies and Organs of any economic, legal, trade union nature, in which such representation is required or permitted
  8. sets up any technical committees
  9. draws up the final economic and financial statements
  10. sets the dates for the Ordinary General Meeting of Members and convenes the Extraordinary General Meeting, in accordance with the provisions of the articles of association and regulations
  11. appointment of possible appointees

Decisions concerning persons shall be taken by secret ballot.

Proxies are not permitted at board meetings.

 

Article 21

  • Board Meetings.
  • It meets upon written convocation by the President, containing the items on the agenda. , at least 15 days prior to the date set for the meeting , by electronic mail (e-mail), as often as the President deems necessary or a request is made by at least one of the members to discuss and deliberate on all matters related to the activities of the For the validity of the deliberations, the presence of the majority of the members of the Board and the affirmative vote of the majority of those present shall be required. In case of a tie, the President's vote prevails. The Council is presided over by its President, in the absence of the Vice President; in the absence of both, the Council appoints a chairman for the meeting. Minutes of the Council meetings must be taken and signed by the Chairman and Secretary.

 

Article 22

The President

The President represents the Association before third parties and in court and has legal signature; by virtue of this, he is vested with all powers with regard to the ordinary management of the Association, including that of being able to enter into contracts of any nature and kind, maintain relations with Bodies, Companies, public and private Institutions, Associations and Universities, as well as to make purchases of movable and immovable property. In the latter case, however, a resolution of the Board of Directors is required.

The President takes urgent measures to be ratified by the Executive Board.

In the event of his or her resignation, impediment, final and for whatever reason, to carry out his or her duties, resignation or forfeiture of the entire Board of Directors, the President shall remain in office for the exclusive ordinary management of the Association until the Ordinary Meeting of Members convened promptly to proceed with the election of new members of the Association Bodies.

 

Article 23

The Vice President

He is the President's immediate collaborator; in the event of the President's motivated absence or temporary impediment, he carries out his duties. For particular institutional tasks, the President may grant them proxies.

 

Article 24

The Secretary

The Secretary is in charge of the books of the meetings of the Board of Directors and the General Assembly and takes the minutes, attends to correspondence and keeps the register of Members.

 

Article 25

L’Audit Board

The auditing body is optional or required by law. If necessary, it is appointed by the Assembly and remains in office for three years. It may be re-elected and does not necessarily have to consist of members of the Association. The Audit Board shall submit its annual report to the General Meeting and may be a single member.

 

Article 26

Dissolution and liquidation

The dissolution of the Association for any reason whatsoever is decided by the Members' Meeting convened in extraordinary session. The Extraordinary Shareholders' Meeting for the dissolution must be presented by at least two thirds of the Members entitled to vote. Both in the first and in the second convocation, the dissolution must be approved by at least two thirds of the Members present and expressing only a personal vote, excluding proxies.

The Association's assets shall be devolved to Bodies or other Associations with similar aims or for the purposes of public utility, after consulting the auditing body if present, unless otherwise required by law.