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Art. I – Our name

A non-profit scientific and cultural association was established with the name “Gruppo Italiano Staminali Mesenchimali” (GISM), otherwise called "Italian Mesenchymal Stem Cell Group” (IMSG).

Art. Il – Headquarters

The Association has its legal head office in Pavia, Piazza Castello 19. The head office location may be changed at any time by decision of the Board of Directors.

Art. III - The purpose of the GISM association

1. The GISM Association aims to develop, deepen, coordinate, and disseminate basic science, preclinical, and clinical studies in the field of mesenchymal stem cells with the ultimate goal of facilitating the creation of Advanced Therapy Products for human and veterinary use. To promote and protect the dignity of the humans, the Association intends to support every initiative useful in ensuring the safety and efficacy of Advanced Therapies and to encourage the use of cells that do not involve the destruction of the human embryo.

2. The activity of the GISM Association is concrete:
a) in the promotion of studies in the field of mesenchymal stem cells used in all fields of medical, human and veterinary, and biological sciences.
b) in the organization of scientific congresses and conferences as well as annual programs of ECM training activities;
c) in promoting relationships with similar associations, both domestic and international;
d) in promoting the establishment of research groups, centers, institutions, and organizations whose aim is the study of mesenchymal stem cells, also in the context of domestic and international projects;
e) in raising public awareness of problems related to the therapeutic applications of stem cells;
f) any other activity compatible with the purposes laid out in Art. 3 paragraph 1.

3. The GISM Association has no political and trade union purposes, is not for profit, it does not engage in business activities or participate in them except for those necessary for the activity of Continuing Education.

Art. IV – Associates

1. The Association is composed of founding members, basic members, honorary members and supporting members. Membership cannot be transferred from one person to another. The membership fees are non-refundable.

2. Anyone interested in issues related to advanced therapy products involving adult mesenchymal stem cells may become basic members without any professional or work limitations. Upon request and in accordance with the procedures established by the Board of Directors, the admission of a basic member will be decided at the discretion of the Board of Directors. The designation as basic member is acquired only after the payment of the membership fee has been received and registered in the book of members. Basic members have the right to intervene, by using the right to vote at General Assemblies; to hold social offices; and to participate in the official meetings of the Association.

3. Basic members may become honorary members upon the proposal by a Councilor and following a resolution of the Board of Directors. In order to be qualified to become the Honorary members, the basic members must have been registered GISM members for at least ten years or be Italian or foreign scholars who have made major contributions to the field of mesenchymal stem cells from adult tissue. Honorary members, who enjoy the same rights as basic members, are exempt from paying the annual membership fee.

4. Members who pay an annual contribution of no less than five times the annual membership fee or who are physical or juridical persons, Institutes, Foundations and Associations that, in addition to this payment, intend to increase the development of the GISM Association by providing means and funds for its activity may become Supporting members. The admission of a Supporting Member takes place at the sole discretion of the Board of Directors, upon written request to the President, explaining the motivation of the interest for obtaining the affiliation.

The forfeiture of the member status takes place:
a) by resignation, to be presented in writing to the President of the Association;
b) after 2 years of non-payment of the annual membership fees;
c) for carrying out activities contrary to the aims of the Association, by resolution of the Board of Directors, by a majority of 2/3 of the votes;

Art. V - Association bodies

1. The management of the Association and the pursuit of its goals are carried out through the following social bodies:
a) General Assembly of Members;
b) Board of Directors;
c) Board of Auditors;

2. A member cannot hold more than one type of management position;

3. All management offices are held exclusively for free, subject to reimbursement of expenses incurred by the office.

Art. VI - general assembly of the members

1. Only the founding, basic, and Supporting members, in compliance with the payment of their respective membership fees, can participate in the General Assembly of Members.

2. The General Assembly of the Members meets every year, usually on the occasion of the Association Congress, and otherwise based on whenever a convocation is requested by the majority of the Board of Directors or at least one-tenth of the Associates with the voting right.

3. The annual General Assembly of the Members is convened by the President of the Association –  who decides the location, date, and agenda – must be communicated to each member in writing by means of an email to the address recorded in the member’s registration archive at least 21 days before the established date of the meeting.

4. The President of the General Assembly of Members is the President of the Association, assisted by the Vice-President and the Secretary-Treasurer.

5. The first convocation of the General Assembly is valid if at least half of the members with voting rights are present; in the second convocation, the General Assembly is deemed valid regardless of the number of members who are present.

6. The Annual General Assembly of the Members approves the annual report of the President and, by April 30 of each year, the annual balance sheet of the Association. The financial year of the Association begins on January 1st and ends on December 31st of each year. Furthermore, the Assembly:
a) elects, on a four-year basis, the members of the Board of Directors and of the Board of Auditors, on the basis of the candidacies presented at the meeting;
b) deliberates on the revocation of the members of the Board of Directors, if they do not participate actively in their positions, in the activities of the administrative body, or do not fulfill the tasks for which they are responsible;
c) makes decisions about changes to the Statutes of the Association;
d) proposes the scientific and administrative programs of the Association for the following year to the Board of Directors;
e) deliberates on proposals and topics indicated in the General Assembly agenda.

7. The resolutions of the General Assembly of Members are taken by a majority of the votes of those present with the right to vote. A proxy vote is admitted, and each member is allowed to authorize a maximum of two proxies. Modifications of the present Statute, specified in the notice of convocation, must be approved with at least 2/3 of the votes of those present with the right to vote. If the proposals for modification of the present Statute originate from members, they must be communicated to the Board of Directors at least six months prior to the General Assembly of the Members.

8. The votes of the General Assembly of the Members take place by a show of hands.

Art. VII - The board of Directors 

1. The Board of Directors consists of nine members who are chosen from by the members.  Eight are elected by a secret vote at the General Assembly of Members, whereby each member can indicate a maximum of 8 preferences. The position of the 9th member of the new Board of Directors is held by the outgoing President, who assumes the post of Past-President.

2. As soon as the new Board of Directors takes office, they elect among its members, by a simple majority vote, the President, the Vice President, the Secretary and the Treasurer. On the decision of the Board of Directors, for reasons of expediency, and notwithstanding Article V, paragraph 2, a single person may hold two social roles.

3. All the members of the Board of Directors may be re-elected for the next four years, but not for more than two, consecutive, four-year terms.

4. At the end of the four-year term, the outgoing President is appointed Past-President and is by right a member of the subsequent Board of Directors, even by way of derogation from point three.

5. The meetings of the Board of Directors are convened by the President, who books the location, schedules the date and the agenda. They take place at least once a year, whenever he/she deems it necessary, or at the written request of at least 3 members of the Council. Meetings can also take place via audio video conferencing. At least 15 days prior to the established meeting date, all members of the Board of Directors must be informed of the convocation by e-mail or post to the email or postal address recorded in the book of the members. Each Director may request the topics that he/she deems appropriate be included in the agenda by way of written request to the President.

6. At the first convocation, the meeting of the Board of Directors, are valid when there are at least four Directors; in the second convocation, they are valid when at least three Directors are present.

7. The resolutions of the Board of Directors are determined by simple majority vote.  In the case of a tie, the President's vote decides. Each Director has the right to vote; voting by proxy is not allowed.

Art. VIII – Duties of the President

1. The President legally represents the Association and can sign on its behalf. The President promotes the implementation of the resolutions made during the General Assembly of Members and the Board of Directors, and he/she also makes decisions about urgent matters and prepares the annual report regarding the activities of the Association.

2. The President also has the power to delegate specific functions to other members of the Board of Directors and may issue a power of attorney for the individual actions. In the case of absence or impediment, the Vice President will act as a substitute.

3. The Secretary assists the President in organizing the activities of the Association, prepares the minutes of the meetings of the Board of Directors, and submits them for approval in the subsequent session. The secretary maintains regular correspondence with the members. The Secretary, together with the President, can sign on behalf of the Association for administrative purposes.

4. The Treasurer is the consignee of the assets of the Association and of the archive of accounting documents. The treasurer keeps the updated list of Members, arranges for the membership fees to be received, prepares and presents the annual financial statements, with the related accounting documents, to the Board of Directors. The Treasurer, together with the President and the Secretary, can sign on behalf of the Association for administrative purposes.

Art. IX - Tasks of the Governing Council

1. promotes any initiative deemed useful for achieving the objectives of the Association:
a) promotes any initiative deemed useful for achieving the objectives of the Association;
b) promotes scientific meetings;
c) promotes the editorial activities of the Association;
d) administers the assets of the Association and authorizes the expenses;
e) prepares an annual report on the activity carried out by the Association and the financial report;
f) establishes the amount for the Association fee;
g) deliberates on the admission and termination of members;
h) approves the budget and prepares the final balance to be submitted for the approval by the General Assembly of members.

2. The Board of Directors has the right to:
a) appoint the Secretary-Treasurer;
b) to appoint Honorary Members;
c) to appoint the Study Groups, made up of Members or other scholars, whenever this becomes necessary. The person in charge of the Study Group must not be part of the Board of Directors, but must report to the Board;
d) make use of persons, organizations, organizations, even outside the Association and also for remuneration, with regards to the administration of the Association and the organization of scientific and social events.
e) provide for the replacement of directors who have resigned or lapsed as members. The directors appointed by cooptation remain in office until the next meeting of the Board of Directors.

Art. X - Board of Auditors

1. The Board of Auditors, if appointed, is made up of three members elected for a four-year term by the General Assembly. The members of the Board of Auditors cannot be re-elected for three consecutive four-year terms.

The Board of Auditors is responsible for the accounting of the Association.

Art. XI - Financing

1. with annual membership fees:
a) with annual membership fees;
b) with net proceeds from publications, congresses, and various events;
c) with the wealth rents as long as they do not conflict with the current legislation on Scientific Associations;
d) with third-party contributions;
e) with legacies and donations or any other proceeds deemed acceptable by the Board of Directors;

2. The equity fund consists of:
a) from movable and immovable property belonging to the Association;
b) any residual assets of previous years, explicitly allocated to the assets.

3. It is forbidden to distribute funds or management surpluses even indirectly to members during the life of the association unless the distribution is not imposed by law.

Art. XII - Dissolution of the Association

1. The Association may be dissolved by the General Assembly, by resolution adopted by a majority of 4/5 of the Members entitled to vote.

2. Following the dissolution of the Association, the General Assembly shall devolve the assets of the Association to another Body with similar purposes or for the purpose of public utility and unless otherwise specified by law.

Art. XIII - General provisions

1. For all matters not provided for by the present Statute, the provisions of the law are applicable.