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Bylaws
Specialist Medical Associations are an effective instrument for developing and consolidating co-operation and facilitating the flow of medical and scientific knowledge between members, particularly in the applied sciences.
The goal of the Mediterranean Thoracic Society is to create a scientific information means that encourages the promotion of co-operation and development. The initiative has the goal of establishing, by means of a Promoting Committee, an International Medical Association comprising all Mediterranean countries to represent the idea of co-operation based on mutual respect and to give an example of good relations to which all peoples aspire.
We therefore propose establishing the Mediterranean Association for the study of thoracic pathologies, also known as Mediterranean Thoracic Society (MTS), with the following by-law.
ARTICLE I: NAME
The promoting committee hereby constitutes the Mediterranean Association for the study of thoracic pathologies or Mediterranean Thoracic Society (Mediterranean Society for Thoracic Pathology and Therapy) hereafter abbreviated to its acronym MTS.
ARTICLE II: AIMS
AIMS The aims of the Association are as follows:
A) To establish and maintain scientific and technical relations in the field of thoracic pathologies between specialists and colleagues in Mediterranean countries.
B) To encourage collaboration between scientist, researchers and clinicians in the various countries by establishing contacts, organising scientific meetings, congresses, conferences, seminars, symposia, workshops, courses and other events.
C) To encourage a project of Continuing Medical Education for the study of thoracic pathologies.
D) To contribute to increasing the level of its members scientific knowledge and updating them on the latest developments in research.
E) To involve major specialists in complex surgery in collaboration with scientific and research centres in the various countries.
F) To establish co-operation and scientific exchange channels by assigning study grants for specialist projects.
G) To encourage medical co-operation with countries of the Middle East and Africa.
H) To carry on studies of thoracic pathologies by means of voluntary study groups.
I) To diffuse and develop knowledge on the medical and social importance of thoracic pathologies in relation to their diagnosis, therapy and prevention.
ARTICLE III: REGISTERED OFFICE
The executive office of the MTS Association is Arbor S.r.l. based in Milan and the General Secretay office in based in Damascous.
ARTICLE IV: ASSETS
The assets of the Association comprise Members' contributions, which will be paid in the form of annual subscriptions, plus contributions from public or private bodies and individuals. The amount of the annual contribution is fixed at ?100 (one hundred Euro) for each member, unless otherwise resolved by the General Meeting of Members. The membership fee may not be transferred and does not bear interest. The contribution shall be paid in according to the resolutions of the General Meeting. When conferences or meetings are planned, the organising committee may request an appropriate subscription fee from each participant. Said payment is a condition for being admitted to the conference sessions. The amounts collected in this way will be used for the purposes of the Conference or Meeting and any excess will be paid into the Association's mutual fund. The direct or indirect distribution of operating profits or surpluses during the life of the Association is prohibited, unless required by law.
ARTICLE V: INCOME AND CASH FLOW REPORT
The Association is obliged to draw up and approve an annual income and cash flow report which shall be approved by the General Meeting in the same manner as for modifications to the articles of association. On approval, the annual report shall be deposited for two months at the Association's registered office where it can be consulted by members.
ARTICLE VI: GOVERNING ENTITIES - POWERS
The Association's governing entities are:
- The General Meeting of Associates;
- The Executive Committee;
- The President and Vice President of the Executive Committee;
- The Scientific Committee.
a) The General Meeting shall be convened when needed or when requested under the terms of the law. The resolutions of the General Meeting at first call are made by majority vote with at least half the Associates present. At second call resolutions are valid however many Associates are present and are made by the majority vote of those present. To modify the Articles of Association and Bye-Law, the resolutions of the general meeting are valid however many associates are present and by the favourable vote of at least three quarters of those present.
b) The Executive Committee implements the resolutions of the General Meeting and performs all other acts of ordinary administration. It is composed of seven members, all with voting rights. The Secretary is appointed by the President and has no right to vote. The members of the Committee are elected every two years and remain in office for the same period. Outgoing members of the Committee may not be candidates at the subsequent elections. The Executive Committee makes its resolutions by majority vote and with the presence of at least half the members. The Executive Committee must meet at least once a year.
c) The Executive Committee elects one of its members to be Vice President. The Vice President acts as President Elect for two years and then automatically becomes President for the subsequent two year period. At the end of his mandate, the President remains on the Executive Committee for two years as Past President. The association is represented with third parties and in the courts by the President. In the event of absence or impediment, the functions of the President are performed by the Vice President. A Scientific Committee shall be set up to perform organisation, regulation and public relations activities in the framework of conferences, meetings and similar. The members of the Scientific Committee, their number, functions and competences will be fixed by the Executive Committee according to particular requirements on a case-by-case basis. The Scientific Committee will be dismantled on Conference definition.
d) For the efficient management of administrative and secretarial activities, the Executive Committee has the power to appoint a Permanent Secretary for the Association, entrusted to a company specialised in the management of said activities, and who will report to the Committee.
ARTICLE VII: MEMBERS
Scientists and health care professionals in the public and private sectors, will have a right to take part in and form an integral part of the MTS. The Society is made up of Ordinary Members, Affiliated Members, Supporting Members and Honorary Members.
Affiliated Members are those who enrol for Conferences. Supporting Members are individuals or corporations, Entities and Associations that support the work of the MTS. Honorary Members are Italian and foreign academics that have made a significant contribution to the speciality. All members are obliged:
a) to abide by these by-law, internal regulations and resolutions legitimately adopted by the Society's governing bodies;
b) to behave correctly as regards the Society;
c) to pay their annual subscriptions.
ARTICLE VIII: ORDINARY MEMBERS
The qualification of Ordinary Member is obtained by applying for admission through the Secretary to the President of the Mediterranean Thoracic Society (MTS). The application, which shall be countersigned by two proposing Ordinary Members, will be considered only if accompanied by a curriculum vitae. Admission proposals are discussed and adjudicated by the Executive Committee of the MTS. Ordinary Members have a right:
a) to participate in all the Society's scientific events at reduced prices;
b) to become officers of the Society;
c) to propose new Members according to the aforementioned rules;
d) to present Report issues;
e) to take part in the Ordinary and Extraordinary general meetings, with the rights to vote and answer questions addressed to the Society. The right to vote must be exercised personally by members who have paid their annual subscriptions. Voting by proxy is prohibited.
ARTICLE IX: TERMINATION OF ORDINARY MEMBERSHIP
Ordinary Members who do not pay their subscriptions for more than two years, even after being invited to do so in writing, shall loose their membership. Members terminated for non-payment of subscriptions may apply to be readmitted to the MTS, but such readmission may only be obtained by simple majority vote of the Executive Committee and in any case after payment of subscriptions in arrears.
ARTICLE X: AFFILIATED MEMBERS
Affiliated Members pay the enrolment fee at Conferences fixed by the Executive Committee. They have a right to participate in the Conference proceedings and to present memoranda. They do not have voting rights and may not be officers of the Society.
ARTICLE XI: SUPPORTING MEMBERS
Supporting Members are admitted by applying to the President, subject to resolution by a majority of the Executive Committee. They are bound to pay a fixed annual fee to the Executive Committee to support the promotional activities of the MTS. They may take part in General Meetings and the work of the Society directly if they are persons or through a representative if they are corporations. Supporting Members have no voting rights. Supporting Members or their representatives may not be officers of the Society. Supporting Members who do not pay their subscriptions will lose their membership by the Executive Committee.
ARTICLE XII: HONORARY MEMBERS
Honorary Members are appointed by the Executive Committee on unanimous proposal by the Executive Committee. Honorary Members pay no subscription fees and may take part in the scientific proceedings of the Society and in General Meetings with voting rights.
ARTICLE XIII: RESIGNATION OF MEMBERS
Members may resign from their position on the Executive Committee at any time by giving notice by registered letter. Resignations are immediately effective, without prejudice to the outgoing member's obligation to pay the subscription for the current year.
ARTICLE XIV: DISSOLUTION AND LIQUIDATION OF ASSOCIATION
In the event of the Association being dissolved for any reason, its assets will be given to other entities that pursue similar missions of public usefulness, unless otherwise required by the law. Matters not provided for in these bye-law shall be referred to the Italian Civil Code.
ARTICLE XV: ARBITRATION CLAUSE
In the event of a dispute relating to the execution and interpretation of these articles of association and bye-law, the matter will be referred to a Board of Arbitrators comprising one member appointed by each party and the third by the President of the Court of Milan. The Board of Arbitrators will settle the matter fairly and on a friendly basis and make direct provision to pay costs and fees.
ARTICLE XVI: REFERENCE TO ITALIAN CIVIL CODE
Matters not provided for in these bye-law shall be referred to the Italian Civil Code.
Milan 23 November 2001
Registered by Notary Dr Luigi Prinetti, Via S. Marta 12 - 20121 Milano (Italy)
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