DEED OF INCORPORATION OF PRIVATE ASSOCIATION
In the year 2002, on the 18th day of the month of March in Trieste, at 3 Via San Lazzaro; on the premises of Dr. Luciano Nobile, commercial law consultant in Trieste, registered under number 142 in the Register of Commercial Law Consultants under the jurisdiction of the Court of Justice in Trieste, the following parties were present:
1)Dr Franco Lugnani, born in Trieste on the 28.10.1954, resident in Trieste, Viale Miramare n. 23, fiscal code number LGN FNC 54R28 L424E,
2)Dr. Massimiliano Fanni Canelles, born in Trieste on the 22.08.1965, resident in Trieste, via Pascoli n. 7, fiscal code number FNN MSM 65M22 L424C,
3)Capt. Fulvio Andriassevich born in Venice on the 20.04.1947, resident in Trieste, Piazza della Libertà n. 3, fiscal code number NDR FLV 47D20 L736D,
for the purpose of signing the present
DEED OF INCORPORATION OF PRIVATE ASSOCIATION
Cl. 1) An Association denominated “CRYOFORUM.ORG” is constituted hereby as Private Partnership.
Cl. 2) The Association’s registered offices are in Trieste, at viale Miramare n. 23.
Cl. 3) The Association shall be governed by the Articles of the Statute, which have been read out before the parties in attendance and approved and signed by the same at the bottom and on the margins of each page. The articles of the Statute attached as Appendix A) to the present deed are substantial and integrant part of the same.
Cl. 4) The Association’s Governing Bodies are:
a)The General Assembly,
b)The President,
c)The Board of Directors,
d)The Auditing Body.
Cl. 5) Dr. Franco Lugnani is appointed President, and accepts the post while thanking those presents for their attention.
Cl. 6) Appointed members of the Board of Directors are:
-Dr. Franco Lugnani
-Dr. Massimiliano Fanni Canelles
-Capt. Fulvio Andriassevich
for a term of office of four years.
The newly appointed members of the Board of Directors thank those present for their consideration and accept the appointments.
Cl. 7) Appointed members of the Auditing Body are:
-Dr. Alessandro Pellican, born in Trieste on the 06.07.1952, resident in Trieste, via Santi Martiri n. 12, fiscal code number PLL LSN 52L06 L424P (full member and President Auditing Body),
-Walter Cecchini, born in Trieste on the 27.12.1948, resident in Trieste, via Sara Davis n. 77, fiscal code number CCC WTR 48T27 L424Q (full member)
-Marina Zucchi, born in Venice on the 15.05.1957, resident in Trieste, Vicolo del Castagneto n. 99, fiscal code number ZCC MRN 57E55 L736A (full member)
The members of the Auditing Body shall remain in office for a four-year term and are eligible for re-election.
-Dr. Luciano Nobile, born in Trieste on the 24.02.1960, resident in Trieste, via San Lazzaro n. 3, fiscal code number NBL LCN 60B24 L424H (substitute member)
-Dr. Gianfranco Nobile, born in Trieste on the 31.08.1956, resident in Trieste, via delle Zudecche n. 1, fiscal code number NBL GFR 56M31 L424C (substitute member).
The newly appointed members of the Auditing Body give their thanks and accept the appointment.
Cl. 8) All items not covered by the present deed or the attached Statute, shall be dealt with in accordance with the provisions contained in the Italian Code of Civil Law.
Cl. 9) The President is empowered to carry out all measures required for the recognition of the Association by the appropriate Authorities, and for the acquisition of legal status by the Association; for these sole purposes the President is empowered to make any changes to the Statute Articles that might be required by the relevant Authorities.
Cl. 10) The present deed is drafted in six original copies, and is submitted for registration upon payment of the appropriate stamp duty as required by law.
All costs and duties payable under the present deed and those deriving hereupon shall be borne by the Association partners.
Trieste, 18th March 2002
Dr. Franco Lugnani
Dr. Massimiliano Fanni Canelles
Capt. Fulvio Andriassevich
Dr. Luciano Nobile
Dr. Gianfranco Nobile
Dr. Alessandro Pellican
Walter Cecchini
Marina Zucchi
Appendix A)
STATUTE ARTICLES OF INCORPORATION
Cl. 1) A cultural Association called “CRYOFORUM.ORG” is hereby constituted, having its registered offices in Trieste, Viale Miramare n. 23.
It shall be governed by the provisions of the following Statute Articles.
Cl. 2) The Association determines to carry out the following activities:
1)Scientific research in technological or methodological fields to be carried out either directly or through assignments to Universities, Research Bodies and other institutions, aimed at discovering or devising treatments apt to substitute traditional surgical or medical therapy in an effective and less invasive manner in order to reduce biological damage.
2)Promoting and activating scientific centres, medical associations, groups of researchers and/or doctors, that aim at studying or devising minimally invasive treatment methods.
3)Promoting co-operation between researchers in various countries and in various disciplines aimed at favouring and spreading throughout the world, the culture of the use of therapeutic options with lower impact and equivalent results, thus taking into account the cost–benefit ratio from the subject-patient viewpoint.
4)Promoting ever increasing awareness both in the public and in private/public bodies about the use of minimally invasive treatment methods.
5)Organising conferences, seminars and updating courses, both nationally and internationally, for the development and spreading of treatment referred to under item 1) above.
6)Promoting the harvesting of financial resources to be used in the pursuance of the organisation goals.
The Association may extend its own corporate activity to other fields of scientific research of special social interest.
Cl. 3) The Association is non-political and non-denominational.
Cl. 4) The Association is non profit-making; throughout the life of the Association the distribution, even if indirect, of any profits or unused funds, as well as cash, reserve or capital funds, shall be prohibited under all circumstances, unless their allocation or distribution be required by law.
Cl. 5) The Association is constituted of an unlimited number of members.
Any party can become a member upon submittance of specific written application and consequent acceptance by the Board of Directors.
Member status and the fees involved are non-transferable except for transfers in case of death.
In addition pertinent fees cannot be revalued.
Cl. 6) The Association term is unlimited.
However, it may not be dissolved until the resolutions approved by the board have been totally extinguished.
Cl. 7) The Association’s assets are: the income from membership fees or contributions; the properties purchased or otherwise vested in it by private individuals or bodies corporate; contributions, gifts or gratuities from members, private individuals or bodies corporate; subsidies obtained from national and international institutions active in the fields of the Association’s activity; prizes and/or awards granted to the Association during the exercise of its activity as an institution.
Cl. 8) The Association shall guarantee consistent discipline in the relations with members and in the terms of membership in order to guarantee the effectiveness of the relations themselves. Excluding temporary participation in the life of the Association, it shall provide voting rights to all adult members towards the approval and the modifications of the Association’s Statute Articles of Incorporation as well as its regulations towards the appointment of its Governing Bodies officers.
Furthermore the Association shall guarantee free elections to its Governing Bodies, the principle of one man one vote as enshrined in Section 2532, para. II of the Italian Code of Civil law, the sovereignty of the General Assembly and the compliance with the admission/exclusion criteria of its members. It shall also guarantee the criteria and the suitable forms in advertising the calls to the General Assembly meetings, the resolutions passed therein and the economic and financial accounting.
Cl. 9) Members accepted by the Board of Directors in accordance with clause 5 of the present Statute Articles shall be entered in the book of members and, if legally adult, shall have voting rights in accordance with Section 2532, para. II of the Italian Code of Civil Law, for the approval and modification of the Association’s Satute Articles and regulations, and for the appointment of its Governing Bodies officers.
Members shall be required to pay an annual fee in at least the minimum amount set by the Board of Directors; members who have effected all payments shall be entitled to exercise all their rights within the Association. The Board of Directors may further appoint private individuals, associations and national or international bodies and register them in the book of members as “honorary members” in recognition of their marked and meritorious contributions to the work of the Association.
Honorary members are equally acknowledged the right to vote the approval and the modifications of the Statute Articles.
Cl. 10) Members may cease to belong to the Association:
-By resignation;
-By dismissal;
-By death.
Resignation takes place when a member presents a formal resignation statement to the Board of Directors.
Such a statement shall become effective only upon its acceptance and in any case only at the expiry of the current year, provided it was submitted at least three months prior to the expiry of the current year, set on the 31st day of the month of December in each year.
A member shall be declared dimissed if he/she fails to comply with the payment of membership fees or subscription dues or when in breach of commitments arising under the present Statute Articles or regulations if passed, or when serious motivations make the continuance of his/her membership incompatible with the Association itself.
Dismissal from the Association shall take place upon a resolution of the Board of Directors following the contacting of the said member.
The resolutions involved must be visibly posted at the Association’s registered office within thirty days from the resolution in question.
Any dispute concerning the exclusion of members shall be placed before the General Assembly which shall rule by a majority vote.
All decisions made by the General Assembly are final and inappellable.
Cl. 12) Resigning or dimissed members shall not be entitled to reimbursement of already paid membership fees or subscription dues already paid.
Cl. 13) A card shall be issued to each member that will entitle him/her to exercise the rights under the Statute Articles.
Cl. 14) Every member shall be required to
a)Behave honestly, fairly and diligently in carrying out the Association’s activities;
b)Punctually pay membership fees or subscription dues as set by the Board of Directors;
c)Refrain from any action that may be of prejudice to the Association.
Cl. 15) The Association’s Governing Bodies are:
-The General Assembly
-The President,
-The Board of Directors, and
-The Auditing Body.
Cl. 16) The General Assembly is a collegiate meeting of members.
The general assembly is the body appointed to making all decisions concerning all the necessary activities for the achievement of the Association’s aim.
A General Meeting must be held at least once a year within the first half of the calendar year in order to pass the economic and financial budget, as well as the estimate.
A General Meeting is called by a resolution of the Board of Directors, after an appropriate note has been posted at the registered office during the fifteen days prior to the call of the same meeting. The date, place and time as well as the agenda of the meeting must be shown.
A General Meeting shall also be called in the terms and manner set out above when the Board of Directors deems it fit or when it is requested by at least one third of the members who must submit the items for the requested meeting.
A General Assembly meeting is considered validly constituted when attended by an absolute majority of members.
A General Assembly rules by simple majority of those parties in attendance who have effected all payments of their membership fees or subscription dues and have voting rights, including the “honorary members” registered in the book of members, who shall have voting rights regardless to payments.
The dissolution of the Association may be validly decided upon by a vote in favour of at least three fourths of the members attending the General Assembly meeting who have effected all payments of their membership fees or subscription dues and have voting rights, including the votes expressed by the attending “honorary members”.
Each member will be entitled to a single vote. Multiple votes shall not be accepted.
Any member may be represented by another member at a General Meeting, through written proxy.
No member may bear more than one proxy.
Cl. 17) Once a General Assembly meeting has been validly called and is constituted with the required quorum:
-It can approve the economic and financial budgets and the estimate;
-It can appoint the President and the members of the Board of Directors;
-It can appoint the members of the Auditing Body;
-It can make resolutions with regard to decisions on activities required to achieve the Association’s goals;
-It can make resolutions with regard to changes to the Statute Articles and regulations if any;
-It can make resolutions with regard to the dissolution of the Association.
Cl. 18) The President shall be elected by the General Assembly among all members of the association, and shall remain in office for a term of four years. He/she will be an ex-officio member of the Board of Directors. The legal representation of the Association itself vests in the President.
Cl. 19) The Board of Directors consists of:
-The President of the Association that holds the chair
-The members of the Board of Directors appointed by the General Assembly.
The Board of Directors shall remain in office for a term of four years; its members are eligible for re-election.
The Board of Directors shall implement the resolutions of the General Assembly and shall run the Association with full powers as required for its everyday and special management.
Meetings of the Board of Directors are called by the President, who sets the date, time, location and agenda.
The President is required to call a meeting of the Board of Directors when requested by at least one member of the same Board of Directors, against adequate indication of the items to be discussed.
The Board of Directors may delegate their administrtiv powers to one or more of the members under term they deem fit.
A meeting of the Board of Directors is considered valid when at least half of its members are in attendance.
The resolutions of the Board of Directors shall be binding when voted in favour by
the simple majority of those in attendance.
The Board of Directors can appoint a Secretary that can be chosen also among members who are not part of the same Board of Directors.
It is incumbent upon the Board of Directors to
-Establish the guidelines and the orientation of the Association’s institutional activities;
-Make resolutions regarding the acceptance of candidates for Association membership;
-Set the amount of subscription fees, annual membership fees and association dues when levied for an amount different from the customary annual fees;
-Submit the economic and financial budget for each financial year to the approval of the General Assembly by the 30th day of the month of June of the year following the budgeted one,
-Submit the estimate for the following year to the approval of the General Assembly by the date set for the approval of the economic and financial budget;
-Approve all regulations as set for the execution of the present Statute articles and possible further amendments and additions.
Cl. 20) The Auditing Body shall consist of three full members and two substitute members, who shall take office in case of termination of duties on the part of a full member.
Members of the Auditing Body may also be selected amongst non-members.
Office as a member of the Auditing Body is incompatible with that of Director.
Items concerning the term of office, eligibility for re-election and remuneration of members of the Auditing Body shall require the approval of the associate members at a General Assembly meeting.
The Auditors shall keep the books and the records of the meetings of the Auditing Body; they are admitted ex-officio to General Assembly meetings and to the meetings of the Board of Directors with the right of word but not of vote. Unless they are not themselves members they shall check the correct book-keeping and update the Association’s pertinent books; will have right of opinion on the economic and financial budget and on the estimate; and shall draft a yearly Auditing Body statement on the economic and financial budget for each financial year.
Cl. 21) members of the Board of Directors and the Auditing Body cease to be in office:
-By resignation, or
-By dismissal, when they fail to carry on the activity inherent in their office or when serious reasons have arisen.
Dismissal requires approval by a resolution of the General Assembly.
Cl. 22) It is prohibited for the Association to distribute, even if indirectly, any profits or unused funds, cash, reserve or capital funds throughout the life of the Association itself, except when their allocation or distribution is required by law; the Association is required to employ unused funds in the pursuit of its institutional activities or other activities directly connected thereto.