World Health Academy Dermatology and Pediatrics


Article 1

Constitution - name - seat

A non-profit Association is hereby constituted, called the World Health Academy of Dermatology and Pediatrics Association, (hereinafter referred to as WHADandP) (hereinafter referred to as the Association), a non-profit association with its main legal and operative office in Rome at Piazza Randaccio n. 1. The transfer of the Association's headquarters within the same municipality does not entail any change to the articles of association.

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


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


Article 3


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


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 fees are non-transferable (neither inter vivos nor mortis cau- sa) and cannot be revalued.

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 amount of supporter co ntribution 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 and in the events promoted by the Association. No remuneration is due to the Members for any work carried out in favour of the Association. However, the Board of Directors may decide to pay compensation exclusively to those Members who perform strictly professional and technical services for the Association. The amount of the remuneration shall 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 at the will of the Member who submits his/her resignation to the Board of Directors by simple registered letter or pec, and in compliance with the rules provided for by 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 occurs when the Member behaves in a way that is contrary to the aims and purposes of the Association, does not cooperate with the other Members in order to achieve the Association's aims, or lacks the capacity to act or to understand and want to act. Exclusion is decided by the Board of Directors, ratified by the Members' Meeting and communicated to the person concerned. Members may appeal against exclusion to the General Meeting, which shall decide at its next 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

contributions received from public and private bodies for the achievement of statutory purposes or for specific projects within the framework of the same purposes

any income related to the activities proposed by the Association and any Royal- ties

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 Con- sumptory Economic and Financial Report, which must be approved by the Members' Meeting 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 has the right to only one vote at the Ordinary and Extraordinary Shareholders' Meetings, in accordance with the single vote principle laid down in art. 2532 of the Italian Civil Code. All Members who are up-to-date with the payment of membership fees and who are not subject to pending disciplinary measures may attend the Assembly and take part in the resolutions.

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

The Assembly is chaired by the President of the Association or, in his absence, by the Vice-President. If both are absent, the Assembly appoints its own Chairman. A member appointed by the President shall act as Secretary of the Assembly and, if necessary, shall propose to the Assembly the appointment of two scrutineers. The Chairman of the Assembly is required to ascertain 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 the absolute majority of the members entitled to vote and deliberates validly with the favourable vote of the majority of those present.

The Extraordinary Shareholders' Meeting in first call is validly constituted when two thirds of the members entitled to vote are present and resolves with the favourable 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. Examines and comments annually 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. It decides on the determination of the number of members of the Board of Directors by meeting at least fifteen days prior to the election convocation.
  12. Ratifies the resolutions of the Board of Directors relating to appointments and nominations of its own representatives within Bodies and Organs of any economic, legal or trade 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.

The members of the Board of Directors perform their duties free of charge. Only members who are up to date with the payment of their membership fees may hold social offices.

The quality of Director may cease due to expiry of the mandate, death, resignation, unjustified absence for 4 (four) consecutive times from the meetings of the Board of Directors, or due to serious facts or omissions committed in the performance of their duties. The loss of membership of the Board of Directors shall be decided by the Board of Directors itself; the person concerned shall not have the right to vote. For the resolution to be valid, the favourable vote of half plus one of those present is required. Resignations must be communicated to the Board of Directors, for the attention of its President, by registered letter or certified e-mail, with six months' notice. In the event that one or more Board members should leave office during the course of the financial year, the Board of Directors shall convene a Shareholders' Meeting to replace the missing members, who shall remain in office until the expiry of the term of office of the replaced Board members, or, alternatively, at the discretion of the Board of Directors, the first of those not elected at the last elective Meeting may be replaced. In the event of the simultaneous resignation of half plus one of the members of the Board of Directors, the latter shall be deemed to have resigned together with the President and new elections shall 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. annually determines the amount and method of collection of admission and membership fees and proposes any additional extraordinary contributions to be paid by Members to be submitted for examination and decision by the General Meeting
  6. determines any fees for participation in the various social activities
  7. after ratification by the Shareholders' Meeting, appoints and designates its own representatives within the framework of Bodies and Organs of any economic, legal or 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. fixes the dates of the Ordinary General Meeting and convenes the Extraordinary General Meeting, in accordance with the statutory and regulatory provisions
  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
  • meets upon written convocation by the President, containing the items on the agenda. The Board of Directors meets upon written convocation by the President, containing the items on the agenda, at least 15 days before the date set for the meeting, by electronic mail (e-mail), whenever the President deems it necessary or when a request is made by at least one of the members, to discuss and deliberate on all issues related to the activities of the Board. In the event of a tie, the President has the casting vote. The Board of Directors is chaired by its President, or failing that by the Vice-President; in the absence of both, the Board appoints a chairman for the meeting. Minutes of the Board meetings must be drawn up and signed by the President and the Secretary.


Article 22

The President

The President represents the Association in dealings with third parties and in legal proceedings and has legal signature; by virtue of this, he is invested with all powers relating 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 Institutes, Associations and Universities, as well as to purchase movable and immovable property. In the latter case, however, a resolution of the Executive Board is required.

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

In the event of his resignation, permanent impediment, for any reason whatsoever, to carry out his 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 General Meeting of Members called in a timely manner to elect 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.