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Bylaws

STATUTE, DENOMINATION, LOCATION, SCOPE

ARTICLE 1

ARTICLE 2

ARTICLE 3

The Association, also through contributions and agreements with local authorities, corporate entities, public and private universities, and pharmaceutical companies, must efficiently and in a transparent manner identify, attract, manage and distribute funds, resources and media activities for research, education, and creating a network of excellence in the field of translational medicine.

The primary aim is therefore to develop and support any activity directly to the study and research in the medical field. In particular, translational medicine aims to trace the path that leads from an idea, a concept of molecular medicine, to its development in clinical practice, with the objective of creating new treatments for diseases. The field includes several specialized branches: from molecular medicine, development and protection of discoveries, identification, identification and use of resources, the design of preclinical studies for the development and validation of an idea, with the ultimate goal of developing new therapies for human disease.

The organization of the Association will take place in the field of education and research.

The research arm will consist of collaboration with worldwide laboratories that co-operate on joint projects, and at all levels, from the exchange of ideas, reagents, protocols, at the complete integrated co-operation. The free movement of people at every level, professors and students will be strongly encouraged and facilitated. The research arm, initially will include: pathogenesis of immune-mediated diseases - autoimmune diseases, inflammation - cancer - manipulation of the immune response for therapeutic purposes - molecular analysis of immune-mediated therapeutic interventions, in vitro design of vaccines and immune therapies - innovative approach to the design of clinical trials - clinical trials. The educational arm will ensure the formation of a small and super-selected group of young students, through two main events:

1. organization of an annual meeting;
2. organization of a Master’s Degree program of Translational medicine (MTM). The MTM will be designed to create a professional figure representing the channel interface between research institutes and industries. It will be available to graduates in medicine at officially recognized universities. The MTM will include the study of subjects such as: molecular medicine - generation, protection and development of immunoproteins - finding resources - the regulatory agencies of research, international laws and regulations that guide scientific research on humans - design, organization and conduct of a clinical trial - public relations.

It shall be forbidden is unlawful to engage in activities other than those which are constitutional and those directly related to the same.

ARTICLE 4

The following constitute heritage:

1. movable and immovable properties that will become property of the Association;
2. any reserve funds established with the surplus budget;
3. any payments, gifts and bequests.

1. shares;
2. profit derived from events or participation in them;
3. any other revenue that contributes to increasing the active social.

ARTICLE 5

Profits or surpluses will be re-invested in institutional activities and other activities directly related to them.

ARTICLE 6

The Association is composed of all those who make a request and, after the payment of membership dues, are approved by the Board of Directors.

Shareholders Members who have not submitted in writing their resignation before October 30th of each year will be considered members for the following year and obliged to pay the annual Association.

Members are divided into:

• - Founders;
• - Ordinary Members;
• - Practitioner Members;
• - Honorary Members;
• - Institutional Partners.

Founders: Those who took part in the constitution of the Association may be allowed in this category and are, therefore, called in incorporation. Ordinary members who have completed a seniority membership of at least ten years or those who, as per a unanimous proposal by the Board of Directors, have contributed significantly to achieve the objectives of the association also have right of access to this category.

Ordinary Members: In the manner described in the proceeding Article 7, only individuals whose activities are not occasional and paid for research, at public or private institutions, universities, research institutions, pharmaceutical companies in the institutional areas treated by the Association may be allowed in this category.

Practitioner Members: Individuals who, while possessing the qualifications and requirements, have not yet attained the mature experience to be admitted into the category of ordinary members may be allowed in this category. The permanence in the category of Practitioner Members may not extend beyond three years.

Honorary Members: Individuals who have made a decisive contribution in research or who have supported the Association morally or physically may be allowed in this category.

Institutional Partners: Legal persons related to institutional universities and higher education-type universities, public bodies, including territorial Associations and Foundations or private law firms intending to support and promote the various achievements for social purposes may be allowed in this category.

ARTICLE 7

The aspirant, ordinary or practitioner member, must be introduced by at least two members belonging to a different category than practitioners.

To be admitted to the Association, those interested should submit an application, addressed to the President of the Association, in which the activities held and what kind of member they wish to be should be declared.

Requests for accession will be deliberated by a founders committee or, in their absence, by three members elected by the Governing Council, to ensure that the association is composed of recognized persons and shared requirements of morality and culture.

The candidate who is not admitted can resubmit an application after two years of negative decision. There is the admission for "eminent", assessed in each case by the Committee on a proposal by the President of the Board of Directors.

Membership in any case in considered effective only after the act of admission and payment of membership dues.

The admission of honorary members, after acceptance by the same is deliberate by the Committee on a proposal from the President.

Ordinary Members For admission as an ordinary member, in addition to a yes vote by the appointed committee the Association requires the completed application, the submission of letters of support, proof of degrees achieved and a documented CV.

Practitioner Members For admission as a practicing partnerpractioner member, in addition to a yes vote by the appointed committee, the Association requires the completed application, the submission of letters of support, proof of degrees achieved and a CV, if available.

Within the period referred to in Article 6, practitioner members may be admitted to a test of suitability for admission to ordinary member after documentation of acquired experience.

ARTICLE 8

The members must abide by the duty of correctness, loyalty, dignity and decorum. They must comply with care and diligence the task assigned to them. Members must maintain professional secrecy on the research activities and business transactions on confidentiality when it is required by the nature trustee of benefits. They should also keep themselves updated, promote a spirit of collaboration between colleagues, always keeping them in an attitude of loyalty. The failure of these obligations may result in the imposition of disciplinary sanctions as contemplated in the specific regulation.

Loss of membership The quality of member is lost:

• - Due to death;
• - By resignation;
• - By revocation or expulsion.

The voluntary resignation does not relieve the member from paying dues or other contributions accrued before submitting their resignation.

Membership is considered revoked when a member has not paid their membership fee by December 31 of the reference year. The revocation is decided by the Board of Directors. A revoked member may be readmitted, but only upon observing the formalities of admission and payment of due. Exclusion or expulsion shall be decided by the Board of Directors. Exclusion may be deliberated against a member who has acted contrary to the interests of the Association and the objectives pursued by it.

Expulsion may be deliberated against a member whose conduct could undermine the good name of the Association and other members in terms of professional ethics.

ARTICLE 9

ARTICLE 10

ARTICLE 11

The founders, ordinary members, practitioners and institutional members are required to pay membership dues as follow:

1. membership fee, distinct among the founding members, ordinary, practitioners and institutional members fixed at constitutive act subject to any subsequent updates deliberated on by the association members;
2. membership fee, deliberated on annually by the ordinary Assembly upon proposal of the Board of Directors;
3. extraordinary fee, may be fixed from time to time, by Assembly members upon proposal of Board of Directors in relation to particular needs of the Association.

The membership fee is due since January 1 of the covered year and must be paid by March 31. A penalty of 30% of the current share will be applied in the case of late payments made after March 31 but before June 30, and a penalty of 50% will be applied in case of payment beyond June 30. Only honorary members are not required to pay the share.

ARTICLE 12

1. The General Assembly;
2. The Board of Directors;
3. The Executive Committees;
4. The President;
5. The Treasurer;
6. The Legal Committee;
7. The Board of Auditors.

ARTICLE 13

The Board of Directors is responsible for the operation and coordination of activities of the Association.

The Executive Council is vested with any power to make decisions on initiatives to be taken and the criteria to follow for the implementation and achievement of the objectives of the Association.

Responsibilities of the Board of Directors include:

1. the ordinary and extraordinary administration of the Association;
2. to set guidelines for implementing the statutory tasks, determine the terms and responsibility for implementing and monitoring its execution;
3. to decide on the management and investment of the capital;
4. to draft the closing budget and the budget and ensure its transmission to the general meeting of members for approval, and to prepare the general report on the activities of the Association;
5. to decide on the admission of new members, including the evaluation and proposal of its own Executive Committee;
6. to decide on the exclusion of members;
7. propose to the Assembly possible changes to the Statute and the extension of the Association;
8. propose to the Assembly resolutions regarding membership fees, dues, extraordinary fees and also possible expense reimbursements;
9. any other administrative resolution;
10. to confer and revoke prosecution;
11. to appoint a secretary and a treasurer;
12. to constitute the Executive Committees, composed of at least three components for the examination and study of specific subjects. The Executive Committees report the results of their activities to the Board of Directors. All documents prepared by working teams are owned by the Association and their disclosure outside the association is upon approval of the Board of Directors.

Based only on the constitution of the Association, the Board of Directors consists of only three members, elected by the founders, and remains in charge until the convocation of the first ordinary meeting.

The Board of Directors is composed of seven members elected by the assembly.

At least two members of the Board of Directors must be chosen by the founders. One component must be chosen by an institutional member if they exist.

The members of the Board of Directors remain in office for four years and can be re-elected.

If one or more members of the Board of Directors are missing or resign during their mandate, the others shall replace them with appropriate deliberation. The appointment will be confirmed on the first assembly.

If there is no majority of councillors, the ordinary Assembly of the members may provide the integrative appointments that, if so, should be convened no later than thirty days. The new advisers cease from leaving office together with those in office at the time of their appointment.

The Executive Council shall meet regularly every four months and, in extraordinary, whenever necessary based on the initiative of the President or at least of one third of advisers. The convening of meeting of Board of Directors is made by letter, telegram, fax or e-mail to be sent at least 20 (twenty) days before the meeting.

The board of directors is chaired, in order, by the President, the Vice President or senior adviser with reference to membership in the Association.

The deliberations of the Council are properly taken with the presence of a majority of councillors in office including the President and with the favourable vote of a majority of councillors present.

The Body of Administration is authorized to appoint directors, Co-directors, vice-directors, Prosecutors for individual business or categories of acts by providing jobs, security, wages, interests and restrictions that it believes appropriate.

The Board of Directors may appoint one or more Delegate Councillors, specifying the limits of delegation. The offices of President and Managing Director are cumulative.

ARTICLE 14

The General Assembly consists of all members. Only founder members, ordinary and institutional ones, in good standing with the payment of membership dues of the previous year and the extraordinary contributions of a general nature and which have also participated, even by proxy, at the last two ordinary meetings are entitled to vote.

The assembly meets in Syracuse, Italy ordinarily once a year, by the end of June, and extraordinarily when it is deemed necessary by the Board or having been requested by a fifth of members in good standing with the payments. The Assembly represents all members and its resolutions require the same members within the limits of the Statute.

ARTICLE 15

The notice of convening the Assembly is issued by the President at least 30 (thirty) days before the date of the meeting and must specify the place, date and hour of the meeting and the arguments of the Order of the Day. The convocation is made by simple notice sent to all members. In cases of urgency, the Assembly may be convened with 20 (twenty) days of notice.

Validity of meetings The Annual General Assembly Meeting is valid when it is present, or represented by proxy simple majority of members who are entitled to vote. Where it is not possible to validly meet at the time specified due to lack of the legal number of members required to constitute the Assembly, the Assembly will meet validly within 24 (twenty-four) hours, irrespective of the number of speakers.

The extraordinary meeting is valid when it is present or represented by proxy in convening the first 2/3 and in convening the second half plus one of the members who are entitled to vote.

Representation in the Assembly The members entitled to vote have the right to be represented, with a signed letter of delegation, by to another member who is entitled to vote. A member may not hold more than three delegations, the delegation must be mentioned in the minutes of Assembly and stored between acts of industry.

The Assembly is presided over by the President, who is assisted by the General Secretary. The President shall verify the validity of the delegation and noted the smooth formation of the Assembly. The Minutes of the meeting must be signed by the President and the Secretary. The minutes are read at the opening of the next Assembly for the necessary approval.

Votes The vote proceeds normally with the system of show of hands, for the election of officers the vote will proceed with the system of secret ballot. Those who are enrolled in the lists prepared by the Treasurer and delivered to the Secretariat in the morning before the day of voting are entitled to vote in Assemblies. Recently admitted members or those who are not included in these lists may be allowed to vote after producing evidence that certifies the regular payment of membership dues.

ARTICLE 16

The Annual General Assembly Meeting will discuss and act: - On the President’s report regarding the activities carried out in the previous year; - On the balance sheet and the report of Treasurer for the previous year, as well as on the budget for the current year; - On the proposal for compensation for members of the Board of Directors and the additional bodies of the Association; - Any argument included in the Order of the Day and on the category and social purposes.

The decisions are made by a simple majority. Every four years the Assembly, during its ordinary meeting, will elect from among its members, members of the Board of Directors and members of the Board of Auditors. This vote takes place by secret ballot and may be effected in the manner prescribed by the Rules of implementation of this Statute.

ARTICLE 17

1. on amendments of the Statute;
2. the dissolution of the Association;
3. on what is deemed necessary by the Board of Directors. The resolutions are adopted by a majority vote of 2/3 of those present with regard to items 1 and 2, and simple majority of those present with regard to the point 3.

ARTICLE 18

The President is elected by the Board of Directors and has the legal representation of the Association, he or she shall convene and chair the institutional meetings, control and ensure compliance of disciplinary measures, appoint representatives with personal tasks defined in writing. The President undertakes responsibility of all measures of urgency and action deemed necessary in the interest of the Association, subject to ratification by the Board of Directors. In the case of non-ratification, while maintaining effective measures to protect third parties, the President will be revoked from office with immediate effect if a majority of members of the Board of Directors, excluding from the results the President, votes for it.

ARTICLE 19

The Treasurer, elected by the Board of Directors from among its members, will be responsible for the administration of revenue, expenditure and assets in the execution of the budget approved by the Assembly and the deliberations of the Board of Directors. The Treasurer signs the orders for collection and payment and prepares an annual balance sheet and the budget to be submitted for the examination of the Board of Directors and approval by the Assembly.

ARTICLE 20

The Secretary, chosen from among the members, is appointed by the President and may be replaced by the President. The Secretary collaborates with the President for the organization and operation of the Association; participates, without the right to vote, in meetings of the Board of Directors and Executive Committees and writes the minutes, and is also responsible for drafting the minutes of the Ordinary and Extraordinary Assemblies; the Secretary keeps records of the Associated Bodies, correspondence and all the documentation of activities of the Association, and may claim under their responsibility, and after notifying the President, other members for the performance of the duties.

ARTICLE 21

Inside the Association, there is a legal committee which is responsible for analyzing, from a technical and legal point of view, issues of interest of the Association.

The Legal Committee is composed of 3 members, with proven experience in legal matters, who are appointed by the Board of Directors and cease the office together with the Board of Directors that appointed them.

ARTICLE 22

The College of Mayors is composed from and aconsists of 3 members and two alternates. One of the 3 members is elected by the President of the same College. The 5 members of the College remain in office for 4 years and are re-eligible for subsequent appointments. They must attend meetings of the Board of Directors under the penalty of expulsion from office. They are responsible for ensuring administrative control by fulfilling the functions of audit, according to the rules dictated in the field of SRL. The Mayor cannot be combined with any other role, and involves the inability to exercise any voting seat on behalf of other shareholders.

ARTICLE 23

The dissolution of the Association is decided on by the Assembly, which will appoint one or more Liquidators that should devolve assets to other non-profit social organizations or public utility purposes, after the controlling body, as stated in Article 3, paragraph 190 of the Act on December 23, 1996 No. 662, unless otherwise required by law.

ARTICLE 24

Any dispute between social partners and the Association or its bodies will be subject, excluding any other jurisdiction, to the competency of three Referees to be appointed, one for each of the parties in conflict, and the third by mutual agreement. They will judge "ex aequo et bono" (with equality and honesty) without procedural formalities. Their award will be final.

• F.to Salvatore ALBANI
• F.to Roberto RISICATO
• F.to Serena FONTANA
• f.TO Giuseppe MINNITE Notary

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