Article 1
Denomination
The constitution is stated of the Association named International Academy of Laser Medicine and Surgery – IALMS. This is formed as a no-profit, learned Society which aims at the promotion of knowledge and research, without discrimination of race, religion, sex or nationality.
Registered office – Legal seat: FLORENCE, ITALY
Article 2
Head-Office: for legal purposes, the Academy is registered at Florence, Borgo Pinti n. 57.
Article 3
The purpose of the Academy is to foster high quality teaching and research related to the use of light and lasers in science, through:
Organization of Courses and scientific Congresses, as well as facilitating basic, applied, clinical and industrial Research, Sponsorship of Congresses in Italy and abroad;
Updating and Continuing Education. All this in strict observance of the combined provisions mentioned in article 10 of the Legislative Decree n. 460 of 4/12/1997, of which fiscal benefits are herewith requested.
The assets of the new Association are constituted by:
Initial contribution of founding members 100 USD.
Admission fees of ordinary members: with 2001 year free membership, based upon presentation of the curriculum vitae ; from the second year 100 USD
Annual membership fees: decreased by 50 % for the founder members and fellows, increased by 500% for the manufacturers, decreased of 25% for the members who attend the Congresses and the Courses of the Academy during that year, decreased of 50% for the members who speak at the Congresses of the Academy or publish on the Journal of the Academy.
Contribution of associated MEMBERS or others
Surplus and reserve funds from carry-over.
Article 4
All members are due to pay a contribution and membership fees which will be established in conformity with the norms of the Statute.
Article 5
The financial year end will be 31 December. Within three months from the end of every financial year Executive Committee (Treasurer) will present a financial report to the members.
Article 6
Gains, surplus from carry over and their use.
Any financial surplus will be carried over and will only by used in support institutional an drelated activities.
It is forbidden (directly or indirectly) to distribute or transfer gains and carry-over (as well as funds or reserves or capital) during the life of the Academy, unless the law imposes destination and distribution.
Article 7
Membership: Membership can be granted to persons of legal age, who by morality and professional reputation are close to the purposes of the Academy.
Article 8
Members are expected to participate actively and with effective continuity to the life of the Academy. Life membership is not allowed, except for Founding Members.
Article 9
Applicants for membership must submit appropriate application materials as specified together with a current Curriculum Vitae or Resume. to the Executive Committee indicating reasons for application.
Article 10
The Executive Committee will decide case by case on the acceptability of applications, which can be rejected if applicants fail to meet requirements specified in article 7).
Article 11
Members may be:
Founder
Honorary
Fellow
Ordinary
Scientific Societies and Associations
Manufacturers
Founders: are members who have participated in the act of foundation or who will be admitted as such, up until 31 December 2000.
Honorary: are nominated by Executive Committee for very high scientific and cultural merits. They do not pay the subscription fees.
Fellow: after five years of membership, or after three presentations at different Academy Congresses and/or publications in the Academy Journal. Fellowship is by application to the Executive Committee
Ordinary: all the other members. Members are expected to pay the admission fees prevailing at the time of their admission.
Scientific Societies and Associations : these pay one USD for each of their member, and each Society with minimum of 200 members can have one representative in the Executive Committee upon application.
Manufacturers: they cannot have a member in the Executive Committee. They can use the logo of the Academy on their brochures, subject to the approval of the Executive Committee.
Student: with 2001 year free membership, based upon presentation of the curriculum vitae ; from the second year 50 USD.
Article 12
All the members are due to pay the annual membership fee established by the Executive Committee.
Article 13
The membership title cannot be transferred. It is lost in case of death, resignation, unprofessional conduct and being in arrears without any claim on the Academy’s asset, or on reimbursement or restitution of any sort.
The Executive Committee will identify any members "being in arrears"; the Membership Subcommittee will sanction removal of membership.
Article 14
Administration
The Academy is administered by an Executive Committee, composed by two to nine members, elected by the Assembly, chosen from among the founding members for 51% and for the rest from among ordinary members distinguished by high scientific merits, all for indefinite time, unless there is resignation or withdrawal of function. The President and executive committee will be elected each 3 years.
Article 15
The Executive Committee nominates within its group a President and a Secretary, unless already elected by the Members Assembly. Compensation can be granted to the Executive Committee members with due regard to the limitations foreseen in DPR 645/94, and subsequent integration and modification.
Article 16
The Executive Committee meets every time the President considers it necessary, or when it is requested by at least one of its members; and in any case it will meet not less than once a year, to prepare the economic and financial report and to determine the amount of the admission fee for ordinary members as well the annual membership fee.
Article 17
For a quorum it is necessary to have the effective presence of the majority of the members of the Executive Committee, and the favourable vote of the majority of the people present. In case of parity the vote of the Chairperson is determinant. The Executive Committee is chaired by the President, and in his absence by the most senior Council member.
A report of the Executive Committee meeting will be prepared in an appropriate minutes book and it will be signed by the President and the Secretary.
Article 18
The Executive Committee is invested with widest powers for the ordinary and extraordinary administration of the Academy, without any limitations. Among other things the Committee prepares annual economic and financial reports for submission to the Assembly as well as the nomination of employees and personnel with related salaries. Furthermore the Committee prepares the Rules and Regulation for the functioning of the Academy, the observance of which is compulsory for all members.
Article 19
The President, and in his absence the most senior Committee Member, represents legally the Academy in relation to third parties, and in judgement, and supervises the implementation of the deliberations of the Assembly and of the Executive Committee.
In urgent cases the President can exercise the powers of the Executive Committee if so authorised in the first meeting.
Article 20
Assemblies
The Assembly is sovereign and is chaired by the President of the Executive Committee. In his absence the Assembly nominates its own President.
The President of the Assembly nominates a Secretary and, if he so wishes, two auditors.
It is the duty of the President of the Assembly to verify the regularity of the proxies, and in general the right to attend and participate at the Assembly.
The Assembly deliberates in the first call with favourable vote of at least half of the members present, in the second call with the favourable vote of at least one fourth of the members.
The members of the Executive Committee have no right of vote in either in the deliberations concerning approval of economic and financial report, or in matters concerning their responsibility. Minutes of the meetings of the Assembly once prepared are signed by the President and by the Secretary and eventually by the auditors.
Article 21
The right of participation at the Assembly are reserved to those members who have paid the annual membership fee. Persons who are not members may represent members by agreed proxy. Every member has the right to one vote only. Any members who do not pay the fee for two years consecutively will be expelled by the Academy.
Article 22
Members are called to attend the Assembly by the Executive Committee at least once every calendar year, pay April 30th, through written advice sent by fax and/or e-mail containing the agenda directed to each member at least eight days before the day earmarked for the meeting. The Assembly may be called by one tenth of the members, in accordance with art. 20 of the Italian Civil Code. The Assembly may also be called outside the legal site of the Association.
Article 23
The Assembly deliberates on the economic and financial reports, on the policies and guidelines of the Academy, on the nomination of the members of the Executive Committee, and eventually of the Board of Auditors, on modifications of the act of constitution and of the Statute, and on whatever is assigned to the Assembly by the Law or by the Statute.
As regards formal obligations and accounting documentation observance is due to the norms of art. 20 bis of the DPR N. 600 of 29.9.1973, as introduced by art. 25 of Legislative Decree n. 460 of 4.12.1997 of the Italian Legislation.
Article 24
Modification of the Statute
The modification of statutory norms, indicated in the agenda of the Assembly meeting convened for the purpose, will be deliberated on with the favourable vote of at least two third of the members personally present or represented.
Article 25
Board of Auditors
The Management of Academy, also without reference to the conditions of the Law, may be supervised by a Board of Auditors, constituted by three Members, elected by the Assembly for a period of three years. All the Auditors must be registered in the Register of Accounting Auditors held by the Ministry of Justice, Italy.
Auditors must ascertain the regular keeping of the Association’s accounting, prepare a report on annual financial statements ascertain the cash consistency and the existence of assets and titles belonging to the Association . They can proceed at anytime, also individually, to carry out measures of inspection and control.
Article 26
Disestablishment
The Assembly may consider the disestablishment of the Academy, with the majority foreseen by art. 21 of the Italian Civil Code, which will proceed to the nomination of one or two responsible officers.
In case of disestablishment of the Academy, for whatever reason, it is compulsory to transfer the assets of the association to other non-profit organizations and socially useful organization, or to destination to public use, as disposed by the control body mentioned in art.3, comma 90, of the Italian Law of 23 December 1996 n. 662, unless the Law imposes a different destination.
Article 27
Controversies
All the association controversies which may appear among members or between these and the Academy or its Organs, will be submitted, in all case not forbidden by the Law and with the exclusion of any other jurisdiction, to the attention of a college of three arbiters to be named one by each contending party and the third by the two arbiters previously named. They will judge "ex bono et equo" without formality of procedure. Their decision will be irrevocable.
Art. 28: "Academy Laser Journal" will be the official journal of the Academy. The editorial board will be made up of founder members. It is already registered with the ISSN on line number 1129-6984.
Florence, 19/02/2001
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