Art.1 NAME OF THE ASSOCIATION
An Association called “HEART FRIENDS AROUND THE WORLD” is hereby established by people interested in research, prevention and rehabilitation of heart desease.
Art.2 LEGAL HEADQUARTER
The Association has its headquarter at Via Strada della Boffalora 1, 24060 Bianzano (Bergamo) Italy.
The Association has no limit of duration.
Art.4 OBJECTIVES OF THE ASSOCIATION
The Association, which is an apolitical organization and is therefore not affiliated to any political party, is a non profit-making body with the following objectives:
a) To bring together people from all over the world who are interested in the prevention and rehabilitation of heart desease.
b) To develop research programmes on heart desease and atherosclerosis.
c) To promote the prevention of heart desease in different countries and organize national and international campaigns to improve public awareness through health information-instruction with regard to the understanding and control of coronary risk factors, with particular emphasis on smoking. Hypertension and hypercholesterolemia.
d) To organize national and international campaigns on the prevention of rheumatic fever and the rehabilitation of patients following valve surgery.
e) To promote understanding and diffusion of cardiological rehabilitation practices in different countries.
f) To prepare and publish booklets on health education.
g) To develop relations with national and international associations or fundations with the common objective of preventing heart desease, strokes and in particular, myocardial infarction. The Association shall be entitled to other national associations with similar statutory goals.
h) To contribute to epidemiological monitoring of cardiovascular disease throughout the world.
i) To promote the raising of the funds necessary to achieve the objectives.
The Association is constituted as follow:
ORDINARY MEMBERS, including founder members and those whose their written application has been approved by the Board of Directors.
SUPPORTING MEMBERS, including individuals, organizations and companies of all kind who shall contribute with a yearly memberhip fee determined by the Board of Directors.
HONORARY MEMBERS, directly nominated by the Board of Directors and selected from highly qualified persons in the medical and scientific field.
The membership can be terminated under the following conditions:
a) in case of resignation, 3 months notice is required by the Board of DIRECTORS.
b) In case of acts which are contrary to the Association’s objectives.
c) No payment of the membership fee within the time established by the Board of Directors.
In case of death.
Art.6 THE ASSOCIATION’S ASSETS
The Association’s assets shall consist of:
a) the initial funds estabilished by the founder members;
b) the annual subscription fees;
c) the donations and financial support given by firms, organizations and companies of all kinds including national heart associations and foundations.
Membership for ordinary members shall not be less costly than membership for supporting members; honorary members shall be exempted from payment of any membership fee.
In case of termination for any reason whatsoever, members shall not be entitled to any claim on the Association’s assets.
Art.7 THE ASSOCIATION’S BODIES
The Association shall have the following bodies:
a) General Assembly;
b) Assembly of Ordinary Members;
c) Board of Directors;
d) Board of Trustees;
All offices shall be honorary and without retribution.
a) General Assembly
General Assembly includes all members and shall represent all members and all rasolutions shall be binding within the jurisdiction of the Association.
General Assembly of members shall be called by the Board of Directors and shall take place at least once a year.
The date shall be communicated in the newsletter sent by mail to the members.
During the General Assembly the members shall:
– approve the balance sheet of the financial year concluded on 31st December;
– deal with current matters and subjects of interest which may prove useful and indicative for programming of activities and for achievement of the Association’s objectives;
– appoint the Board of Trustees;
b) Assembly of Ordinary Members
Were only ordinary members shall be entitled to vote, shall be called to:
– elect the members of the Board of Directors;
– modify the association’s statute.
– It shall be called by the Board of Directors by mean of a letter sent at least 20 days prior to the meeting.
The annual General Assembly and Assembly of Ordinary Members shall pass resolutions in the appropriate manner with the majority of members in attendance who are entitled to vote. Resolutions regarding modifications to the association’s constitution and eventual advance dissolution of the association shall be valid only if the majority of Ordinary Members vote in favour.
Members shall be entitled to representation by means of written proxi, by other members only in both the annual General Assembly of ordinary Members. A maximum of two proxies shall be accepted for each member. The annual general Assembly and Assembly of Ordinary Members shall be presided over by the president of the Board of Directors and, in his absence, by the Vice-President.
c) Board of Directors
The Board of Directors shall consist of a minimum of five members and a maximum of seven, nominated at the Assembly of Ordinary Members.
The members of the Board of Directors shall hold office for a period of three years and shall always be eligible for reelection. In the case of termination for any particular reason, members shall be appointed by co-optation.
The members of the Board of Directors shall remain in offica until expiry of term for the entire administrative body.
At the first meeting of the Board of Directors, the President, Vice-President and Treasurer shall be appointed.
The resolutions of the Board of Directors shall require the presence of al least half of its members and resolutions shall be passed by means of a majority vote of those present.
The Board of Directors shall have the widest powers for the normal and special management of the Association; the Board shall also draw up the final balance sheet of the financial year terminating on 31st December each year and shall ensure full accomplishment of the General Assembly’s resolutions.
The President of the Board of Directors shall be legal representative of the Association before third parties and in legal proceedings. The President shall also have powers of ordinary administration, in dealing with day-to-day matters. In the absence of the President the Board of Directors shall be entitled to transfer the functions of President to the Vice-President.
d) Board of Trustees
The Board of Trustees shall be appointed by the annual General Assembly and shall consist of three effective members and two stand-in members, who shall hold office for a three year period and shall be eligible for re-election.
The Board of Trustees shall audit the administration of the Association, supervise accompliance with the statute, check the correct keeping of the Association’s books and effectuation of the balance sheet. They shall also check the cash in hand and the value of the Association’s property and shall be entitled to request information from the Board of Directors on the Association’s operations.
Any controversy arising between members themselves and between members and the Association and its bodies shall be subjected solely to the jurisdiction. The Arbiters shall be appointed by the annual General assembly.
The Arbiters shall pronounce “de bono et aequo” judgement without any formal procedure other than respect of the principle of cross-examination. Theyr decision shall be irrevocable.
Should the Association be terminated , the General Assembly with the appropriate majority shall appoint one more receivers who shall proceed with the winding up of the Association and disposal of the association’s assets for welfare purposes.
For any matters not expressly estabilished in this statute, the appropriated provisions of the Italian Code Law shall be aplied.