An association called Italian Federation of Cardiology – I. F. C. (hereinafter referred to as the “Federation”) has been set up between Società Italiana di Cardiologia (SIC – Italian Society of Cardiology) and Associazione Nazionale Medici Cardiologi Ospedalieri (ANMCO – Italian Association of Hospital Cardiologists) (hereinafter referred to as the “Associates”).
2.1 The objectives of the Federation, which is a non-profit organization, are the following: a) representing the Italian Cardiology in a unitary way in front of scientific bodies, international entities and associations and above all, but without excluding any other international institution, at the European Society of Cardiology (ESC); b) exercising the scientific-editorial and management activities related to the periodic publication of its official journals.
2.2 The Federation shall not represent the Italian Cardiology in Italy. Therefore, except for the editorial activities managed by the Federation, within the territory each single Associate autonomously pursues its individual association objectives in compliance with the relevant statutory provisions and with the resolutions made by their executive bodies.
4. Head office
5.1 The equity of the Federation, net of the operating costs, encompasses: a) contributions paid by the Associates; b) donations, bequests, contributions and disbursements by public and private subjects; c) revenues resulting from the initiatives of the Association; d) tangible and intangible assets purchased through financial resources resulting from the above-mention sources; e) intellectual property rights purchased in compliance with the law.
6. Federation’s bodies
6.1 The Federation’s Bodies are: the President, the Vice-President, the Assembly of the Associates, the Board of Directors, the Auditor and the Editorial Board.
6.2 The number of the members of the Association Bodies shall be defined according to the criterion of the equal numerical representation of the Associates in the governing bodies and to the alternation of the appointment to monocratic offices.
6.3 The office holders and the members of the association bodies shall remain in charge for a period of two calendar years (the “Term of office”).
7.1 The President shall be elected by the Assembly among the members of the Board of Directors: a) by naming the Associate that is entitled to be appointed for a single Term of Office according to the alternation criterion and b) with the approval of the other Associate.
7.2 The President shall act as legal representative of the Federation before third parties and in legal proceedings, as well as in any jurisdiction, and has the power to appoint and revoke lawyers and attorneys. He/she shall perform the functions assigned to him/her under this Charter, except in the event of urgent resolutions to be submitted for ratification to the Board of Directors.
7.3 Subject to the decision of the Board of Directors, the President is entitled to appoint attorneys for single acts which are of external effect.
7.4 If during the Term of office the President ceases, for any reasons, to hold office, the Assembly, without delay, shall replace the vacant position with a person appointed by the Associate represented by the President who ceases to hold office; while awaiting the appointment of the new President the relevant functions shall be performed by the Vice-President.
8.1 The Vice-President shall be elected by the Assembly among the members of the Board of Directors and shall be named by the Associate that has not appointed the President during the Term of office.
9.1 Associates shall participate in the Assembly of the Federation in the person of their legal representative pro tempore or of their delegates. The members of the Board of Directors of the Federation as well as those of the Board of Directors of the Associates participate in the Assembly without voting rights.
9.2 The Assembly: a) defines the guidelines of the Federation; b) makes regulations aimed at implementing this Charter; c) defines the amount of the periodic cash contributions that the Associates shall pay; d) appoints the President, the Vice-President and the Board of Directors according to the indication of his/her name and, if required, with the relevant approval as set forth in the provisions of this Charter; e) approves the budget and the financial statements; f) appoints the Auditor and defines his/her remuneration according to the applicable professional fee; g) defines the general criteria required to calculate the reimbursement of expenses related to the activities performed for reasons of the position held; h) resolves on modifications to be made to this Charter; i) deliberates to dissolve the Federation by appointing one or more liquidators and by defining their remuneration in compliance with the applicable professional fee; j) carries out any kind of task assigned by law or by this Charter.
9.3 The Assembly, that shall approve the financial statements and the budget, shall be called not beyond four months from the end of the fiscal year and whenever it is required, that means whenever a written request is submitted by an Associate.
9.4 The Assembly shall be called by the President or, in case of his/her impediment, by the Vice-President, by means of registered letter with acknowledgment of receipt or by means of certified electronic mail to be sent at least fifteen (15) days before the date scheduled for the meeting by indicating the place, the day and the time of the meeting as well as the agenda. The CEM addresses of the Associates are the following:
for ANMCO: email@example.com
for SIC: firstname.lastname@example.org
9.5 In cases of justified urgency the above-indicated period may be reduced up to five (5) days before the scheduled meeting; the notice of meeting call shall be sent exclusively by means of certified electronic mail.
9.6 In case of meeting call required by an Associate, the relevant notice shall be sent at least ten (10) days from the receipt of the relevant request. Otherwise, the call shall be scheduled without delay by the Vice-President. In the event of inaction of both parties, the Auditor shall indicate the date.
9.7 The Assembly shall meet at the place agreed by the President together with the Vice-President, that means, directly by the Associates both in Italy and abroad.
9.8 The ordinary and extraordinary Assembly shall be deemed to have been duly convened on the first call and on the following calls only if both Associates are present and it resolves only if both vote in favor.
9.9 Even in the absence of prior call, the Assembly shall be deemed to have been duly convened when both Associations are present in the person of their representatives and the members in charge of the Board of Directors have stated that they have been informed about the meeting and that they do not raise any objections with regard to the agenda to be discussed.
9.10 The minutes of the meeting shall be simultaneously written by a secretary appointed by the President and chosen among the members of the Board of Directors representing the Associate that has not named the President during the Term of Office.
10. Board of directors
10.1 The Board of Directors shall encompass six (6) members appointed by the Assembly and named by the Associates. Each Associate may appoint three members. The members may not be re-elected in the following Term of office.
10.2 If during the Term of office one or more members cease to hold office for any reason, the Assembly shall, without delay, replace the vacant position with a person appointed by the Associate represented by the members who cease to hold office. The deputy (deputies) so nominated shall remain in charge until the original scheduled expiry date.
10.3 The Board of Directors shall manage the Federation and especially shall: a) execute the resolutions made by the Assembly; b) submit proposals to the Assembly and give an opinion to better pursue the Association’s objectives; c) appoint the representatives of the Federation at exclusively international bodies, institutions, associations and organizations; d) execute all actions which are both of internal and external effects, unless they have to be executed by another body in compliance with the law or with this Charter.
10.4 The Board of Directors shall be deemed to have been duly formed when the President and at least three other members are present and passes resolutions by an absolute majority of votes.
10.5 The Board of Directors shall meet at least three times a year and anyway whenever it is required by the President or by at least three members.
10.6 The Board of Directors shall be called by the President or, in case of impediment, by the Vice-President through a notification sent by means of CEM, unless the addressee authorizes another ordinary email address, at least fifteen (15) days before the scheduled meeting by specifying the date, the place and the time of the meeting as well as the agenda to be discussed.
10.7 In cases of justified urgency the above-indicated period may be reduced up to five (5) days before the scheduled meeting.
10.8 In the event that the Board of Directors is called at the request of three or more members, the relevant notification shall be sent at least ten (10) days from the receipt of the request. In case of inaction of the President, the Vice-President shall send it.
10.9 The Board of Directors shall be deemed to have been validly convened, regardless of the above-mentioned call procedures, if: a) the members are all present and state that they have been informed about the agenda to be discussed, that means:
b) at least four (4) members are present of which at least two have been appointed by each Associate; the absents shall send a written declaration in which they shall state that they have been informed about the meeting and that they do not raise any objection with regard to the agenda to be discussed. This declaration shall be attached to the meeting minutes drawn up by the Secretary appointed by the President and chosen among the Board of Directors’ members representing the Associate that has not named the President during the term of office.
10.10 The President shall ascertain that the Board of Directors has been regularly called, shall control the identity and the right to participate of those present, shall manage and handle the progress of the meeting, and shall define and announce the results of the votes related to the decisions taken.
10.11 Minutes of the meeting shall be written by a Secretary appointed by the President; he/she shall be chosen among the members of the Board of Directors and indicated by the Associate which has not named the President during the term of office.
10.12 Without prejudice to the above-mentioned provisions, the activities of the Board of Directors may be executed also by means of an audio or audio-video connection or other telematic means, provided that: a) participants own tools which are technically suitable for the participation; b) the President is able to control the identity and the right to participate of the participants, to handle the progress of the meeting, to define and announce the results of votes; c) the Secretary is able to clearly understand the events that has to be included in the minutes; d) the participants are able to discuss and simultaneously vote the items on the agenda as well as to examine, receive and transmit documents. In this case, the meeting minutes shall be promptly transmitted to all participants who shall approve them by signing them.
11.1 The Auditor shall be appointed by the Assembly according to the indication of the Associate which has not named the President during this Term of office. The Auditor shall be a qualified professional authorized to execute the audit under Article 2 of the Italian Legislative Decree dated 27th January 2010, no. 39.
11.2 The Auditor shall remain in his/her office for a Term of office and he/she: a) shall participate in the meeting of the Board of Directors of the Federation, with limitation to the discussion of the relevant topics; b) shall control the economic and administration management of the Federation; c) shall draw up the annual report on the budget and on the financial statements and shall submit them to the Assembly; d) upon written warning and at least within 5 days from it, he/she shall call the Assembly in the cases provided for by the Charter.
12. Executive editorial committee
12.1 The editorial activity scope of the two official journals of IFC (Journal of Cardiovascular Medicine – JCM; Giornale Italiano di Cardiologia – GIC) is defined by an Executive Editorial Committee. Each journal has its own Executive Editorial Committee. The composition, duration and operation of the Executive Editorial Committee, of the Editorial Board, and of the Editor-in-Chief of each journal are specified in the proper Regulation approved according to the letter (b) of Article 9.2, which shall be issued within three months from the approval of this Charter.
13. Fiscal year – Financial statements
13.1 The fiscal year shall be closed on 31st December of each calendar year.
13.2 The financial statements shall include the balance sheet, the income statement and a cash flow report. The budget shall encompass a provisional income statement from which the expense limits for the reference fiscal year shall result. In case of pending approval of these limits, the limits envisaged by the previous financial statements are applied.
13.2 The Board of Directors shall submit the draft financial statements encompassing the relevant report as well as the draft budget to the Associates and to the Auditor at least fifteen (15) days before the meeting scheduled to approve them.
14.1 Following the provision under Article 9.2, point i), the extraordinary Assembly, without delay, shall appoint one or more Liquidators chosen among professionals authorized to execute the audit according to Article 2 of the Italian Legislative Decree 27th January 2010, no. 39, and it shall define the relevant powers and remuneration as well as, in case of several liquidators, the operating rules of the Board of Directors and of the representatives of the Federation and the criteria according to which the liquidation shall be executed. In the absence of such a resolution, the liquidator shall be appointed by the Court of Rome upon request by the more diligent part.
Any dispute concerning the validity, efficacy, interpretation of this Charter and anyway any other dispute concerning the association relationship shall be submitted to the Court of Rome.
This Charter shall enter into force immediately after the relevant approval with the consequent interruption, ipso jure, of all the activities in Italy and the termination of all the activities carried out by the appointed representatives at public or private Institutions, Bodies and Organization. The Board of Directors in charge will cease on 31st December 2018. In accordance with article 6 of this Charter, the first Term of office following the entry into force will start on 1st January 2019. For this first Term of office, ANMCO shall have the right to appoint the President and SIC shall have the right to appoint the Vice-President and the Auditor.
Approved March 27, 2018