ARTICLE 1
(Name)
The association named NIBIT (Italian Network for Cancer Biotherapy) is hereby established.
ARTICLE 2
(Registered Office)
The association has its registered office in the municipality of Genoa. The address of the registered office may be changed within the same municipality by resolution of the Board of Directors, without requiring a statutory amendment but with the obligation to notify the relevant authorities.
The Association may establish secondary and/or scientific and/or organizational offices as resolved by the Board of Directors.
ARTICLE 3
(Duration)
The association is established with unlimited duration.
ARTICLE 4
(Purpose and Objectives)
The association is non-profit, non-partisan, and apolitical. Its purposes are to:
- a) promote and develop scientific, professional, and operational interaction among professionals from various sectors (academia, industry, regulatory agencies) involved in cancer biotherapy;
- b) develop and conduct clinical studies in cancer biotherapy;
- c) create initiatives to inform and guide cancer patients about clinical trials active within the network.
The association may carry out any activity useful for achieving the above purposes and, in pursuit of its institutional objectives, may collaborate with, join, or participate in any public or private entity, institution, or organization, both national and international, as well as with bodies, movements, or associations with which it deems useful to maintain connections.
To better achieve its institutional objectives, and as a complement to them, the association may also organize conferences, courses, or other events in the oncology field, and enter into service contracts, sponsorships, brand and product promotions, or general service agreements with entities, businesses, and/or individuals operating in the oncology sector.
ARTICLE 5
(Members)
The association is composed of:
- a) founding members;
- b) ordinary members;
- c) supporting members.
Founding members are those who established the association; they have voting rights and may be elected to corporate offices, even in different roles.
Ordinary members are admitted by resolution of the members’ assembly; they have voting rights in the assembly and may be elected to corporate offices, provided they are up to date with their membership fee.
Any natural or legal person operating in the field of cancer biotherapy may become an ordinary member of NIBIT.
Supporting members (approved by resolution of the Board of Directors) are individuals, bodies, or institutions that have made a significant contribution, through their work or their moral and/or financial support, to the association’s objectives. Supporting members have voting rights in the assembly.
All members must pay the membership fee upon admission, as determined in the deed of incorporation or in any different amount subsequently established by the Board of Directors.
The membership fee is valid for the calendar year (January 1 – December 31).
Membership in the association is for an indefinite period, and temporary participation is expressly excluded.
Membership fees are non-transferable and non-revaluable.
All members are required to comply with the statutes and resolutions adopted by the association’s governing bodies.
ARTICLE 6
(Withdrawal and Exclusion)
Membership is lost through withdrawal or exclusion.
A member may withdraw from the association at any time. The withdrawal must be communicated in writing to the Board and takes immediate effect if it is for just cause.
A member may be excluded for violating the bylaws, regulations, or resolutions of the association’s bodies, or for other serious reasons. The exclusion is proposed by the Board of Directors and decided by the assembly. The member will be notified by registered mail with acknowledgment of receipt. The excluded member may appeal to the judicial authority within six months of the date of notification.
ARTICLE 7
(Members’ Assembly)
The assembly is the decision-making body for:
– admission and exclusion of ordinary members;
– definition of election procedures for corporate offices;
– election of the Board of Directors and the Next President;
– approval of the activity program proposed by the Board of Directors;
– approval of the financial statement;
– amendments to the bylaws;
– dissolution of the association;
– discussion of any other matter brought to the assembly by the Board of Directors or by at least one quarter of the members.
The assembly meets at least once a year to approve the financial statement and whenever the Board of Directors deems it necessary or useful.
The assembly is convened by the Board of Directors with written notice indicating the date, time, location, and agenda. The notice must be sent to all members at least eight days before the meeting, by letter, fax, email, or any method that ensures proof of receipt.
All registered members have the right to attend and vote at the assembly.
Each voting member present may hold a maximum of two proxies.
The assembly is validly convened on first call with at least half of the voting members present, and on second call regardless of the number of members present, except for meetings regarding bylaw amendments, which require a majority of voting members even on second call.
Decisions are made by absolute majority of those present, except for bylaw changes, which require a two-thirds majority, and for dissolution, which requires approval by at least three-quarters of the members.
Board members may not vote on matters regarding the approval of the financial statement or their own liability.
Proposals to amend the bylaws must be submitted to the Board of Directors before being presented to the assembly.
Votes are generally taken by show of hands, unless otherwise decided by the assembly. Votes for electing the Board of Directors are cast by secret ballot.
The assembly is chaired by the President or, in their absence, by the Secretary. In such cases, another member must be designated to take minutes.
Meetings of the assembly may also be held in multiple locations via teleconference or videoconference, provided equal information access is ensured, participants can be identified, and real-time participation in discussion and voting is possible. In such cases, the meeting is considered to take place at the location of the assembly chair.
ARTICLE 8
(Board of Directors)
The Board of Directors, which serves a three-year term, consists of the President and nine elected members, including the board members and the Next President. All board members may be re-elected, but not for more than three consecutive terms in the same role.
The Next President serves on the Board during the term in which they are elected, with the same rights as other members, and becomes President in the following term.
To ensure continuity, the outgoing President (Past President) may attend Board meetings in an advisory, non-voting capacity. The Past President is not counted towards quorum and may not represent the association unless explicitly authorized by the Board. This role ends when the current President’s term expires.
The Board selects a Secretary and a Treasurer from among its members unless the assembly has already appointed them. One person may serve as both Secretary and Treasurer.
The Board meets whenever deemed necessary by the President or at the request of at least four of its members, and at least once per year to discuss the budget.
Meetings are convened by the Secretary on the President’s instruction, with notice sent to all board members by mail, fax, or email at least ten days before the meeting.
The Board of Directors is responsible for:
– decisions regarding extraordinary administration;
– submitting goals, programs, and new membership requests to the assembly;
– proposing bylaw amendments to the assembly;
– preparing the budget and submitting it to the assembly for approval;
– establishing committees for specific objectives, defining their composition and purpose.
In addition to statutory provisions, the Board may approve one or more regulations detailing the operational procedures of the association.
The Board is validly convened with the majority of members present and passes resolutions by absolute majority; in case of a tie, the President’s vote prevails.
If the President or at least five board members resign, the Board is considered dissolved.
The remaining members must immediately convene an assembly to elect a new Board. In the meantime, the Secretary presides over the Board.
Meetings are minuted by the Secretary.
Board meetings may also be held in multiple locations via teleconference or videoconference under the same conditions as for the assembly.
ARTICLE 9
(President, Secretary, and Treasurer)
The President has legal representation of the association in dealings with third parties and in court and is responsible for the general conduct and proper functioning of all activities. The President ensures execution of assembly and board decisions and may exercise the powers of the Board in urgent cases, subject to ratification.
The President may delegate routine administrative and financial matters to the Secretary and/or Treasurer and may grant special powers to members or third parties for specific tasks.
The Secretary handles all secretarial tasks, convenes meetings, and records minutes, except in the case outlined in Article 7.
The Treasurer collects and verifies membership fees, manages the association’s funds, maintains accounting records, performs checks, and prepares the annual financial statement.
ARTICLE 10
(Operating Expenses)
No compensation is due to members, board members, or committee members for their activities.
Expenses incurred within the scope of the association’s activities may only be reimbursed if previously authorized by the President and upon presentation of receipts.
Expenses for attending Board meetings are considered pre-approved.
ARTICLE 11
(Financial Resources and Assets)
The association’s activities are funded by:
– membership fees;
– voluntary contributions from public and private entities, companies, and individuals;
– legacies, donations, grants, quotas, income, and any other revenue received;
– any other income not in conflict with the association’s goals.
These revenues form the association’s assets together with:
– movable and immovable property, including cash, securities, and social shares owned by the association;
– reserve funds created from budget surpluses.
In case of dissolution, the association’s assets shall be transferred to another organization with similar objectives, as decided by the assembly.
Distribution of profits, even indirectly, is prohibited during the life of the association unless legally required.
Profits and surpluses must be reinvested in institutional and related activities.
ARTICLE 12
(Fiscal Year)
The fiscal year ends on December 31 of each year.
ARTICLE 13
(Legal Reference)
For all matters not covered by these bylaws or any internal regulations, reference shall be made to the Civil Code provisions on associations.
Last update: dic 2024
Request NIBIT patronage
The requests for patronage can be submitted for various initiatives such as conferences, study days, seminars, and more. To request NIBIT patronage, simply download the application form, complete it in full and send it to our secretariat.
