Article 1 – NAME OF THE ASSOCIATION
The Association named “Società Italiana di Neuroscienze” (“Italian Society for Neuroscience”), abbreviated “SINS”, is incorporated.
Article 2 – REGISTERED ADDRESS
The Association has its registered office in Rome, Italy, 00163 via degli Aldobrandeschi, 43. The Association may establish secondary or operational offices in a location decided by the Chairman of the Board of Directors. The registered office may be moved upon approval of the Board of Directors.
Article 3 – PURPOSES OF THE ASSOCIATION
SINS is a not-for-profit Association. Remuneration of Directors is explicitly excluded, however, it is acknowledged remuneration and reimbursement of expenses to those who perform a specific task in the interests of the Association. The Association shall have the exclusive purpose of ensuring social solidarity, subject to prior approval and deliberation by the Board of Directors. It is forbidden for the Association to perform activities other than those directly related to its institutional purposes. Any surpluses shall be used to implement institutional activities and other undertakings directly related or supplementary to such activities.
In particular, the purpose of the Association shall be:
- to advance the understanding of the Nervous System and the physiological bases of behavior through the communal effort of researchers of diverse backgrounds who facilitate the integration of research directed at all levels of biological organization. An additional aim is to provide health benefits as well;
- to promote public information and general and scientific education in the field of Neuroscience;
- to provide professional development activities, educational resources and education and training programs for national and international professionals in compliance with the requirements of National and International CME authorities. Such activities may be carried out directly or in collaboration with other entities and/or other non-profit scientific associations or organizations. Distance Education programs may also be provided;
- to collaborate with the Ministry of Health, regional authorities, local health authorities and other public and private healthcare entities and institutions;
- to participate in the guidelines development process in collaboration with A.S.S.R. (Regional Office for Healthcare Services) and F.I.S.M. ( Federation of Italian Medical and Scientific Societies); to promote study and research projects in Neuroscience; to promote collaborative relationships with other scientific associations and organizations. Collaborations with patient advocacy groups may also be established.
The Association may sustain, create and strengthen new materials and publications with the purpose of disseminating information in the field of Neuroscience. In order to fulfill its objective, the Association may develop collaborative relationships with public, private, national and international institutions, and any other appropriate organization, group or association. It may also raise and manage funds, equipment and fixed assets.
In addition to the contributions by its Members, the Association may request and receive donations and grants from any entity, or contributions from entities or individuals, and may also offer assistance and provide services within the boundaries of its field of activity for the sole purpose of achieving complementary goals and instrumental for the attainment of increased funds available for its institutional objectives. Finally, the Association may also allow the use of its name for advertising purposes, that is, it may accept to collaborate with bodies, institutions and societies in order to promote initiatives on therapeutic developments during the conferences organized by the Association itself, as long as there are no conflicts of interest with the Association’s objectives and with the National Health Service (“Servizio Sanitario Nazionale”).
The Association may finance social activities through contributions from its Members and/or public bodies and individuals, with the exception of funding that presents a conflict of interest with the National Health Service even if obtained through associated subjects. The Association may finance CME activities through self-financing and contributions from Members and/or public and private entities, including contributions from pharmaceutical and medical device companies, in accordance with the criteria and the limitations established by the National Council for Continuing Education. Scientific and CME activities shall be evaluated through questionnaires filled out by Members and participants.
The Association shall not routinely carry out consistent entrepreneurial activities or participate in such activities unless they are necessary for its institutional purposes.
The Association may not perform activities other than those mentioned above, with the exception of activities directly related to and integrating its institutional purposes.
Political or Union objectives shall be excluded.
The following are SINS’ main programs:
1- National Congress
The Association organizes a Congress at least every two years. The Congress’ venue, date and program are established by the Board of Directors.
2 – Meetings and other Congress related activities
The Association may hold National and International Symposia, Congresses and Professional Development Courses. It may also patronize and participate in other similar initiatives sponsored by other associations and/or organizations.
Article 4 – DURATION
The Association has no limit of duration.
RIGHTS AND RESPONSIBILITIES OF ASSOCIATE MEMBERS
Article 5 – MEMBERSHIP
1 – Associate Members, referred to as “Members”
The Association shall consist of 4 (four) classes of Members: Ordinary, Honorary, Foreign and Supporting.
Membership applications shall be first evaluated by the Committee set forth in the following section 2 and then approved by the Board of Directors. The names of the new Members will be announced at the first meeting that will be held after their appointment. All those individuals who work in the various departments and branches of the National Health Service, in the Academic field, in research institutions or work as self-employed professionals and meet the statute requirements will be accepted with no limitations.
Members in good standing shall have active or passive voting rights.
Each Member, regardless of class and in accordance with the present By-laws, is entitled to the following rights:
1 – the right to participate in all SINS activities;
2 – the right to vote on the approval of the financial annual report;
3 – the right to vote on any proposed amendment to the By-laws and on any appointments to any position as provided for by this By-laws. There are no limitations to voting rights.
Membership implies continuity. Occasional participation in the Association life will not be accepted..
In addition to the subjects set forth in article 1, any Italian researcher who has studied in the field of Neuroscience may become an Ordinary Member. Applications must be accompanied by a letter of reference written by at least 2 (two) Ordinary Members. Such application shall be forwarded directly to the Association's Secretary-Treasurer, evaluated by a specific Committee composed of 3 (three) Members of the Board of Directors and then submitted to the Board of Directors itself. Approval of new members shall take place at a Board of Directors meeting, twice a year at most.
3 – Honorary Members
The Board of Directors may accept as Honorary Members those researchers who have made remarkable contributions to the field of Neuroscience.
4 – Foreign Members
Researches who meet the requirements for Ordinary Members and whose nationality is not Italian may become Foreign Members. The admission procedure shall be the same as for the Ordinary Members.
5 – Supporting Members
Individuals or organizations that are interested in advancing research in the area of Neuroscience may become Supporting Members, subject to approval by the Board of Directors.
6 – Fees
Membership annual fees are established by the Board of Directors. Memberships are valid for the duration of the calendar year in which the initial application or renewal was submitted. Membership payments must be made in advance. Honorary Members do not pay membership fees. Members who will not pay their annual fee for a period of 3 (three) years will lose all membership rights and benefits and in the event of unanswered requests for payment, they will be excluded from the Association upon approval by the Board of Directors. Association dues are non-transferable by “inter vivos” transactions and are not revalued.
Article 6 – MEMBER RIGHTS
Members are entitled to appoint the bodies of the Association and to approve the annual financial statements. They have the right to access any and all information and to exert control as provided for by the Law and this By-laws. Current members may propose new members by following the procedure set forth in article 5, paragraph 1. Any member may be nominated for election to the Board of Directors in accordance with article 10 hereinafter. Members may take advantage of discounts and benefits only if in good standing.
Article 7 – MEMBER RESPONSIBILITIES
Members shall demonstrate continuous interest in SINS's objectives and attend the Association meetings. Members have the obligation to communicate their up-to-date personal information and domicile to the administrative office and allow either the Association or the administrative/accounting office to keep such information for tax compliance and contributory duties.
Article 8 – MEMBER EXCLUSION
All Members may resign at any time by giving written notice to the Secretary-Treasurer of the Association. In exceptional circumstances the Board of Directors may exclude from the Association a member who has violated the Association's purpose. Such member will receive a written communication of the exclusion stating the reasons that caused it. Members have the right to appeal any such decision at the Assembly.
BODIES OF THE ASSOCIATION
Article 9 – ASSEMBLY
The Assembly is the sovereign body of the Association and decides on:
- approval of Financial and Economic statements,
- amendments to the By-laws,
- the appointment of the Board of Directors and the Board of Auditors,
- the dissolution of the Association,
- any other issues required by law or requested by the Board of Directors.
Every year, by the month of April, The Association shall call an Assembly in order to address:
1 - report of activities and financial statements;
2 – budget plan for the year ahead and prior year Financial and Economic statements;
3 – any other issues proposed by the Board of Directors or requested by the Membership.
If necessary, the Assembly shall be called by its President, or by the Board of Directors, or upon the request by at least one tenth of the Membership. The Assembly shall be called by means of mail or electronic mail sent to the Members normally at least fifteen days prior to the agreed-upon date.
The convocation notice shall also be posted on the notice board at the Association's registered office. The Assembly's deliberations, financial and economic statements will be issued in a newsletter that will be sent to all Members by electronic mail.
In the event of specific issues on the Assembly agenda, voting may be carried out also by means of dedicated name ballots sent via mail or electronic mail and previously authenticated by the President and the Secretary-Treasurer.
Voting procedures are set forth in the rules and regulations of the Association. On first call the meeting shall not be valid if not attended by at least half plus one of the Members who are up to date with their payment of the annual fee. On second call, which cannot take place the same day set for the first one, the meeting shall be considered valid whatever the number of participants. Decisions, including those concerning amendments to the By-laws, shall be considered reached when voted by the majority of participating Members.
Decisions on the dissolution of the Association and transfer of its assets require the favorable vote of at least three-quarters of Members. Each member is entitled to one vote only. There shall be no voting by proxy. Decisions of the Assembly shall be made according to the principle of one person, one vote, in compliance article 2538 paragraph 2 of the Civil Code. The one vote can be cast only by individuals who have reached the legal age.
Article 10 – BOARD OF DIRECTORS
The Association shall be managed by a Board of Directors made of 10 (ten) Directors, comprising the Secretary-Treasurer, the President, the President-Elect and a Past President. All members of the Board shall be entitled to one vote each with the exception of the President who shall vote only in the case of equality of votes. There shall be no voting by proxy. Remuneration of all Directors and Board members is explicitly excluded. It is acknowledged remuneration and reimbursement of expenses to those who perform a specific task in the interests of the Association, in compliance with the limitations described in section c), article 6 of Legislative Decree n. 460 of 04/12/1997 and its amendments and corrections. The Board of Directors has all the powers of ordinary and extraordinary administration, including but not limited to:
- it is required to draw up a budget plan inclusive of its financial work plan and submit it every year to the Assembly by April 30;
- it is required to draw up an annual Financial and Economic statement and submit it every year to the Assembly by April 30;
- it shall decide on the possible establishment of studies and research centers, shall provide for their organization and operation, and shall establish their rules and regulations.
- it shall decide on whether to accept contributions, donations and legacy gifts;
- it shall decide on significant purchases, investments, assignments and contracts;
- it shall decide on collaboration agreements between the Association and public, private, national or international entities;
- it shall decide on agreements with public, private, national and international agencies.
- it shall decide on agreements with service providers;
- It shall decide on the most favorable use of assets and resources.
- It shall decide on criteria and methods of income distribution.
- It shall decide on and provide for the implementation and organization of the Association's offices and the employment and dismissal of administrative and technical personnel;
- it shall decide on the transfer of fixed assets of the Association;
- It shall decide on acceptance and exclusion of members;
- it shall appoint the Secretary-Treasurer;
- it shall approve and modify the Association's regulations.
- it shall draw up the rules for the scrutiny of the ballots.
- It shall decide on any other issue required to attain the Association's Purpose.
- it shall draw up the rules for the scrutiny of the ballots.
- It shall decide on any other issue required to attain the Association's Purpose.
2 – Election of the Board of Directors
The Board of Directors shall be elected by secret ballot through mail or electronic mail by all Members. The list of candidates shall be prepared by a Nomination Committee constituted by 3 (three) Ordinary Members purposely appointed by the Board, by 2 (two) Members of the Board appointed by and within the Board itself, and chaired by the President. The President shall not have the right to vote.
When preparing the list of candidates the Committee must include the following fields of interest:
- Excitability, synaptic transmission, network functions
- Disorders of the nervous system
- Sensory and motor systems
- Sleep, autonomic and neuroendocrine systems
- Cognition and behavior
- Novel Methods and Technology Development
The candidates who will be chosen as members of the Executive Committee are a selection of those who ranked first in each subject area and the best three-placed among those who ranked second. As for the election of the President-Elect, which shall occur every 2 (two) years, the Nomination Committee may recommend only one name, however, voters may vote an alternate candidate. Through the Secretary-Treasurer, each Member may recommend to the Nomination Committee a candidate for each field of interest, and one candidate for President-Elect. The Nomination Committee shall take the proposals into account but is under no obligation to accept them.
3 – Directors
Directors shall be appointed from among the Members of the Association. They shall be elected for a 4 (four) year term and may not be re-elected prior to 6 (six) years from the end of their term in office. Absence from 3 (three) consecutive meetings shall constitute dismissal from the Board.
4 –Vacating Terms
In the event that the office of President becomes vacant, the Board of Directors shall elect by majority a new Director who will fill the vacancy until a future duly elected candidate shall assume office. If a Director position were to become vacant, it shall be filled by the first runner-up candidate.
5 – Removal from office
In the event that a person carries out his/her duties in a way that is contrary to the interests and aims of the Association, such person may be dismissed from office upon the vote of 6 (six) members of the Board of Directors who are entitled to vote.
6 – Board of Directors
The Board of Directors shall meet at least twice a year and shall be summoned by its President. It shall also meet when requested by at least two of its members. Decisions are made by simple majority vote of present members.
Article 11 – BOARD OF AUDITORS
The Board of Auditors is made up of three members appointed by the Assembly. The Board shall provide oversight of the financial reporting processes and internal controls and shall verify the accuracy of the financial and accounting management. The Board of Auditors shall also express its opinion on budgets and accounts through specific reports. The Auditors shall attend the Board of Directors meetings. Each Auditor shall serve for a term of three year and may be reelected only once.
Article 12 – PRESIDENT OF THE BOARD OF DIRECTORS
The President shall have full powers and power of attorneyto decide and fulfil any administrative and legal matters. The President shall be granted powers of representation.The President shall summon and chair Assemblies and Board of Directors meetings and shall be responsible for implementing the resolutions approved by the Assembly. The President of the Board may partly delegate powers, by deeds or groups of deeds, to third parties (professionals or experts) or to one or more Members of the Board of Directors. The President shall hold office for a term of 2 (two) years and must have previously served as President-Elect for 2 (two) years. The President shall serve for2 (two) more years as Past President and shall not be eligible for reelection until a period of 6 (six) years has passed from the end of the term.
Article 13 – SECRETARY-TREASURER
The Secretary-Treasurer shall be appointed by the Board of Directors from the Members of the Board of Directors and shall be suggested by the President. The Secretary-Treasurer shall assist the President and shall be responsible for overseeing all moneys and valuable effects in the name and to the credit of the Association, and for overseeing full and accurate accounting. The Secretary-Treasurer shall hold office for a period of 2 (two) years and may not serve more than two consecutive terms. The Secretary-Treasurer shall transmit the applications received from prospective members, shall be responsible for recording the minutes of all Board of Directors meetings and meetings of the General Assembly, shall keep and periodically update the Members archive, shall collect annual fees and draw up balance sheets and statements of accounts.
Article 14 – COMMITTEES
The Board of Directors may appoint committees to implement special programs. The members of such committees shall be selected from the Members of the Association and their duties and powers shall be clearly defined.
ASSETS AND RESOURCES
Art.15 – ASSETS
Assets consist of:
- fixed and non-fixed assets that the Association shall receive for any reason, donations and grants made by public and private entities, as long as they serve the Association’s purpose as set forth in article 3;
- amounts of money coming from earnings that the Board of Directors shall decide to allocate to raise capital.
The durable goods of the Association shall be described in specific inventories. The amounts of money allocated to raise capital shall be used to buy government bonds or bonds guaranteed by the Government or equivalent, or to purchase real estate.
Funds not allocated to raise capital shall be deposited in savings bank accounts or in other financial institutions, or shall be invested in short-term government bonds or equivalent. In the case of an operating surplus, such surplus shall not be distributed among the Members, directly or indirectly and regardless of their class, and shall be intended for institutional and/or social purposes deemed appropriate by the Board of Directors, unless its use and distribution is required by law or is carried out in favor of non-profit organizations (ONLUS) whose purposes are similar, alike or complementary to the Association's purpose.
Article 16 – TYPES OF ASSETS
The assets of the association to achieve its purpose shall comprise:
- Membership fees paid by the Members;
- the Association's publishing and educational activities;
- donations, grants, proceedings derived from its assets and from services the Association may provide;
- National or European public funds intended for projects that are pertinent to the objectives of the Association;
- loans guaranteed by the Association's assets.
Article 17 – FINANCIAL YEAR
The financial year shall start on January 1st and end on December 31st of each year.
Article 18 – GENERAL DISPOSITIONS
The Association shall not distribute, directly or indirectly, operating profits and surpluses, funds, reserves and provisions, during the life of the Association, unless their use and distribution is required by law. The Association is required to use any profits and operating surpluses for the fulfillment of its institutional activities and other activities directly connected with them
DISSOLUTION OF THE ASSOCIATION
Article 19 – DISSOLUTION
In the event of dissolution for any reason, the Association shall assign its assets to other associations or foundations or for public utility purposes, after having consulted the supervisory authority pursuant to article 3, paragraph 190 of Law N.662 of December 23, 1996, unless otherwise required by law.
Article 20 – REFERENCE TO OTHER APPLICABLE PROVISIONS AND LAWS
Any item not expressly provided for by the present Bylaws shall be settled according to the Civil Code, laws and the general principles of the Italian legal system.