Section 1: Name, Purpose and Location
Article 1: Denomination
On June 7, 2012, on the initiative of the promoting partners Andrea Casamassima and Diego Mariani, the cultural association Echoes – The Sound of the Body (hereinafter Echoes or the Association) was formed.
Echoes is a free non-profit association.
Article 2: Purpose
The purpose of Echoes is to bring together as many professionals graduates and qualified in Medicine and Surgery or in Nursing Sciences operating in the field of emergency and intra and extra-hospital emergency possible to use the clinical ultrasound through activities meetings, courses or any other means aimed at the aforementioned purpose. It also aims to bring together operators of all ages, sexes and nationalities.
Article 3: Seat
The Association has its registered office in Milan, Via Ampère 77.
The transfers of the registered office can be carried out, on the proposal of the Board, approved by the Ordinary Shareholders’ Meeting.
Section 2: Members, Bodies of the Association, Social Offices
The members are divided into ordinary, supporters and honorary. The membership of one or the other category of members, as described in this article, does not affect the uniformity of the associative relationship and the modalities of participation in the association life, with the same rights of all senior members. Each member retains his autonomy towards Echoes, with the exception of the organization of events for which the approval of the association has been requested and obtained.
• ordinary members of the individual doctors or nurses, who have requested and obtained registration with Echoes;
• supporting members the natural or juridical persons who, with donations, contribute, upon acceptance by the Council, to the economic support of the initiatives of Echoes;
• Honorary members are the natural or juridical persons to whom the Board has assigned, with specific motivation, this title of merit.
The supporting and honorary members do not acquire particular rights beyond what is foreseen by the present Statute.
Membership of Echoes involves the annual payment of the membership fee to the extent established by the Board. Honorary members and supporting members are not required to pay the membership fee.
The status of member is meant to be granted for an indefinite period, is non-transferable and inalienable and is lost only by resignation, by the death of the member, for failure to pay the annual membership fee within the deadline set by the Articles of Association, or for revocation proposed by the Board of Arbitrators and approved by the Ordinary Shareholders’ Meeting due to a reasoned reason.
The membership fee is non-transferable, inalienable, it is not revaluable and is not divisible. Members, in case of particularly serious reasons, may be suspended by the Board, upon a motivated proposal by the Board of Arbitrators, until the decision of the Shareholders’ Meeting.
Organs of the Association
The Assembly is constituted, as well as by the honorary members and supporters, by ordinary members and in compliance with the payment of the annual fee within the terms provided for by art. 5.
The Shareholders’ Meeting can be Ordinary or Extraordinary.
To each effective member and to each ordinary member, supporter and honorary, the oldest one has one vote. Ordinary members, supporters and honorary members, if personally present in the assembly, can vote in person. If not personally present at the meeting, they can be represented in the vote by any other Echoes member with a written proxy.
All voters must be in compliance with the associative rules referred to in art. 5. Each individual can not receive more than five proxies. Voting for the election of the President, the members of the Board, the Auditor and the revocation of the status of member, on the proposal of the Board of Arbitrators, are carried out by secret ballot. The other Shareholders ‘Meeting votes are made by open ballot or, in special cases and by decision of the Chairman of the Shareholders’ Meeting, by roll call.
The Assembly provides to appoint, by open vote or by acclamation, its President and two scrutineers. The President of the Assembly designates the Secretary of the Assembly.
Ordinary Shareholders’ Meeting
The Ordinary Shareholders’ Meeting is convened by the Board, in a specifically chosen position, by the end of June each year or in any case whenever it is necessary to proceed with the full renewal of the corporate offices, with notice on the bulletin board.
The Ordinary Shareholders’ Meeting is validly constituted on first call with the participation of more than half of the shareholders entitled to vote, present or represented. On second call, the Ordinary Shareholders’ Meeting is validly constituted regardless of the number of shareholders entitled to vote, present or represented. The teleconference is also considered effective presence.
The Ordinary Shareholders’ Meeting has in particular the task of:
• examine and approve the report on the activities of the Association, the Annual Budget and Annual Budget;
• elect, at the end of their mandate, the President, the members of the Board, the Auditor;
• to ratify the associative quotas deliberated by the Council and to arrange eventual adjustments;
• revoke the status of a member;
• deliberate on the responsibilities of the members of the various organs of the Association;
• ratify the regulations prepared by the Council;
• discuss and resolve on any other item on the agenda.
The Ordinary Shareholders’ Meeting may elect a “President ad Honorem” on a proposal from the Board. The Ordinary Assembly deliberates by a majority of the votes of those present.
The Extraordinary Shareholders ‘Meeting is convened by the Board with the procedures of the Ordinary Shareholders’ Meeting, to deliberate on amendments to the Bylaws, or when it deems it necessary, or following a written and motivated request by at least one quarter of those entitled to vote; in this last case the convocation must take place within ninety days from receipt of the request. The Extraordinary Shareholders’ Meeting is validly constituted when more than half of those entitled to vote are present or represented. The teleconference is also considered effective presence. The Extraordinary Assembly deliberates with the majority of two thirds of the votes of those present.
The President legally represents the association according to the current legal regulations. He is elected by the Ordinary General Assembly, in first ballot with the majority of two thirds of the votes of those present, in the second ballot with the ballot between the two candidates who, in the first vote, obtained the highest number of votes.
The vote for the election of the President is made with a separate card and in advance to that for the other offices. He directs the general policy of the Association and is responsible for it. He presides over the Council, adopts emergency measures. He grants honors and patrons. It grants proxies for particular tasks or functions. He is in charge for five years.
It has the task of:
• coordinate the implementation of Council directives;
• take care of the keeping of the social books; take care of the economic and financial management, periodically subjecting the accounting situation to the Auditor’s control;
• take care of the organization and documentation of the activities;
• direct, organize and control the services of the Head Office.
In case of absence or impediment, he is replaced by the Vice-President; in case of lack of the latter from the Council member with the seniority of membership in the Council itself, enhanced by the age of enrollment in Echoes.
The Board consists of at least two members, up to a maximum of five: the President of the Association and four other members elected by separate vote. The Council remains in office for five years. All members are eligible, provided they are 18 years of age, there is no proceeding against them in the examination of the Board of Arbitrators and are in compliance with the membership fees within the terms set out in Article. 5. Those who report the relative majority of votes are elected. In case of a tie, nominations will be made on the basis of the age of registration with Echoes, with the data held by the Secretariat.
Within thirty days of the elections, the President-elect must convene the Council in a meeting. At this meeting, upon the proposal of the President, the Board appoints the Vice-President. The Board meets at least twice a year, upon convocation sent at least fifteen days before the scheduled date, at the invitation of the President or more than half of the members of the Board itself.
The Council is validly constituted when more than half of its members are present. The resolutions are adopted by a majority, in the event of a tie the President’s vote prevails. The Directors have no power of delegation. The teleconference is also considered effective presence. The Board dismisses from office the Director who for three times, without a justified reason or for rejection, is absent from the meetings.
In the event of the decadence of one or more Councilors, these are provisionally replaced by the first excluded who have obtained at least one tenth of the valid votes, until the next Ordinary Shareholders’ Meeting, in which the missing Directors are elected from those who were candidates. Their appointment lapses with that of the Council in which they take over.
If the majority of the Council is absent, the Directors who remain in office convene the Assembly within ninety days and in the manner provided for by art. 10 for the missing members to be elected; the candidatures must be received sixty days before the date of the meeting and be communicated to the members by publication on the Official Body.
If the entire Board is missing, the Auditor carries out acts of ordinary administration and convenes, in the manner and at the times provided for in the preceding paragraph, the Shareholders’ Meeting for the election of a new Council. The members of the Board are responsible to the Association according to the Civil Code regulations on the subject of the mandate.
The Council has the task of:
• to appoint the Vice-President on a proposal from the President;
• define the programs of the Association, according to the purposes referred to in art. 2;
• draw up the final balance sheet and budget estimates to be submitted to the approval of the Shareholders’ Meeting;
• establish the membership fees and propose any adjustments;
• enact the regulations for the practical implementation of the statutory purposes;
• ratify the registration of new members;
• order the suspension of members and the referral of members to the Board of Arbitrators.
The Councilors, in addition to representing the Association, where necessary, can be delegated by the Board itself to management and responsibility in the context of the federative activities.
Auditor of the Accounts
The Auditor is in charge for five years. Those who are relatives or relatives of the President or the Councilors and those in respect of whom there is a proceeding under examination by the Board of Arbitrators can not be an Auditor. In the event of an absence, these are provisionally replaced by the alternate members or the first excluded who have obtained at least one tenth of the valid votes, until the next Ordinary Assembly, in which the missing members will be elected from those who had applied. Their office falls with that of the College in which they take over.
The Auditor has the following tasks:
• to control the management and the social accounting, the Annual Budget and Estimate that must be received by the Board of Directors at least 60 days before the assembly of the Members;
• draw up the report on the Annual Financial Statement, to be presented to the Shareholders’ Meeting;
• proceed to check the social accounting at least three times a year, or at the request of the President, or the Vice-President or at least three Directors.
The Auditor attends the Board meetings without the right to vote.
Board of Arbitrators
The Board of Arbitrators consists of the three oldest active members.
The Board of Arbitrators has the task of:
• evaluate the existence of violations of this Statute;
• to intervene as a conciliator in disputes;
• to propose to the Council’s judgment the application of disciplinary measures in the occasions referred to in the previous paragraphs and towards the members who are responsible for behaviors harmful to the Association.
The Vice-President is appointed by the Board among its members, on the proposal of the President. The Vice-President, in case of impediment of the President, temporarily assumes the functions and legal responsibilities.
It declines at the expiry of the Council that appointed him, but can be dismissed by the majority vote of the Board itself.
Section 3: Economics
Heritage of the Association
The heritage of the Association consists of:
• of an annual contribution that the members must pay, to the extent that is annually established by the Assembly on the proposal of the Board of Directors, in the coffers of the Association;
• of extraordinary contributions that the members can spontaneously pay;
• of all those capitals or movable and real estate assets that in any capacity were received by the Association.
Members do not have rights to the Association’s assets.
During the life of the organization, the assets may not be destined or distributed, even indirectly, unless the destination or distribution is imposed by law. In the event of dissolution of the Association, the net assets will be donated to other associations for similar purposes or for public benefit purposes, according to the methods and times established by the Shareholders’ Meeting which decides to dissolve, unless otherwise required by law.
Reimbursement of expenses – compensation
To all the associative offices, members of the Collegiate Bodies and voluntary collaborators, all do not compete for any kind, but only reimbursement of expenses to the extent established by the Board and in any case not higher than the actual disbursement incurred by the partner or collaborator.
Section 4: Final Rules
For any controversy that should arise between the association and one or more members and not amicably composed by the Board of Arbitrators, the only competent forum will be that of the city where the Association is based.
The activity of the Association is scheduled until 31/12/2100 unless extended or early dissolution. The dissolution is resolved by the Extraordinary Meeting with the vote of at least two thirds of the members entitled to vote. In the event of dissolution for any reason, the assets will be donated to another association having similar purposes or purposes of public utility, having heard the control body referred to in Article 3, paragraph 190 of the Law of 23 December 1996, n. 662, and saves any different destination imposed by law.
Registration with Echoes implies full acceptance of this Statute. The Board is mandated to issue special Regulations for the implementation of the Articles of Association. For what is not contemplated in the present Statute reference is made to the laws in force, concerning non-profit associations and non-commercial entities.