Articles of Association
of the Italian Society of Sports and Exercise Medicine
Article 1 – Name and head office
Article 2 – Duration and Termination
Article 3 – Purposes
Article 4 – Membership
Article 5 – Membership dues
Article 6 – Organs
Article 7 – Assembly
Article 8 – Board of Directors
Article 9 – President, Secretary, Treasurer
Articolo 10 – Board of Auditors
Articolo 11 – Collegio dei Probiviri e misure disciplinari
Articolo 12 – Patrimonio
Articolo 13 – Esercizio finanziario
Articolo 14 – Sezioni Regionali o Interregionali
Articolo 15 – Modifiche dello Statuto
Articolo 16 – Norma di rinvio
The name of the Society is Italian Society of Sports and Exercise Medicine (Società Italiana di Medicina dello Sport e dell’Esercizio or SIMSE), hereinafter in these Bylaws called the Society.
The Society is based in Brescia, Via Martinengo Cesaresco 49, but may have other headquarters and regional sections.
The duration is indefinite; the association may be termined at any time in accordance with Article 12 by resolution of the members.
The SIMSE is a non-political association that aims to pursue the following objectives:
a. Promote scientific research, proposing and coordinating studies in the field of sports medicine and exercise
b. Aggregate and represent physicians and non-medical graduates specialists working in the field of sports medicine and exercise as part of the clinical prevention and exercise therapy, and promote cultural exchanges and experiences at national and international level
c. Promote the quality and the cost / benefit ratio of the management of subjects practicing sports and patients submitted to exercise as prescription, also through the definition and the implementation of appropriate guidelines as well as the diffusion of specific techniques and application methods for the sector
d. Promote updates in sports medicine and exercise through congresses, conferences and seminars, in collaboration with other national and international medical specialty Associations, and implement any other initiative useful for the purpose of promoting healthy lifestyles, focused on physical exercise and sports practice.
e. Collaborate as well as organize and promote cooperation, joint initiatives and specific scientific research programs with the Ministry of Health, Ministry of University and Research, Regions and local health authorities, agencies and national and international associations whose purpose is in harmony with those of SIMSE
f. Promote information and support initiatives for patients who may benefit from physical activity
g. Promote the scientific knowledge in the sector, through the available IT media or in printed form prior to the establishment of an association’s official press organ.
The acquisition of menber’s qualification is possible for all medical and non-medical specialists graduates working in the field of medical and sports science applied to sport and exercise for maintaining health in healthy individuals and as a therapy in subjects with chronic and chronic-disease degenerative.
Members may be honorary, ordinary, aggregates and supporters.
To gain this qualification it is mandatory an application, signed by two ordinary members (and accompanied by a brief vitae indicating the scientific and / or cultural activities in the field of Sports Medicine and Exercise). The President and receive approval from the majority of the Board.
Each ordinary member, in good standing with the annual fee established by the Board, is entitled to participate in the Ordinary and Extraordinary General Meetings with the right to vote, to be eligible for all social positions, to propose to the Board new working themes.
The status of ordinary member is lost by resignation, non-payment of dues for two consecutive years, motivated by deliberate exclusion by the Assembly.
Honorary member is defyned who has had particularly meritorious activities in the fields of interest of the Association or has acquired special merits such distinction expert on the subject. The qualification is awarded by the General Meeting that approves an absolute majority, on the unanimous proposal of the Governing Council. The honorary member is not entitled to vote and is not eligible for office.
And ‘Member-one who, while not in possession of the requirements set forth by this article has acquired professional experience and / or scientific purposes related with the Association that contributes to the growth and cultural development of the same.
The associated member shall participate in all activities of the association, with the exclusion bv vote the right to and access to corporate offices, taking advantage of a reduced membership fee.
Supporting members are individuals or organizations that support the activities of the Association by means of a financial contribution to an extent less than that required by the Directive for access to qualification.
Each ordinary member is obliged to pay the annual fee fixed by the Directive, which must be paid to the Treasurer no later than December 31 of each year.
The aggregate member must carry out by 31 December of each year, the payment of annual dues to the Association Treasurer. The Member-not in order with the payment can not have any economic benefits provided for participation in training events and / or scientific promoted by the Association.
Each supporting member shall pay its share according to the procedures established by the CD
Honorary members are excluded from paying the membership fee.
The payments of annual membership fees paid by ordinary members and aggregates shall be construed as a grant.
The Company consists of:
- President Secretary and Treasurer
- Board of Directors
- College of Auditors
Appeals Board( id.e Probiviri)
To the members of the Organs are not payed for their work , unless it is prepared for the College of Auditors in article 10.
The Assembly is the highest deliberative body of the Association with the participation of all the ordinary members. The Assembly may be ordinary or extraordinary The ordinary meeting, held at least once a year to decide on it:
a) discussion Consideration and approval of the final financial statements
b) consideration discussion and approval of the budget next year
c) the appointment of the Executive Council, and the College of Arbitrators and two members of competence of the Board of Auditors
d) any other matter submitted to the Governing Council or by a third of the members
The extraordinary meeting shall act exclusively on:
a) statutory changes
c) issues of extraordinary administration at least thirty days before the date fixed for the meeting
The call by the Governing Council is possible by the notice sent to members by registered mail or fax or e-mail at least thirty days before the date of the meeting. it may be convened in extraordinary session on the initiative of at least three members of the Board or at least one fifth of the ordinary members in good standing with the payment of annual dues
Members that want the inclusion on the agenda of topics to be discussed at the meeting must send a reasoned request in due time to the Secretariat to submit it to the Executive. Arguments can also be proposed by shareholders aggregates.
The convening ordinary and extraordinary must indicate the place of the day and time of the meeting both first and second call, which can also be held on the same day and the list of matters to be discussed
Voting always takes place on the basis of the principle of the single vote as per Article 2538, second paragraph, of the Italian Civil Code. Proxies are not permitted in the Assemblies and in the elections except those that related to headquarters and regional sections.
The members’ meeting is chaired by the Chairman of the Company, or in case of his absence or impediment, by the Vice President.
It shall act by a majority vote at the first call with the presence of at least half of the Members; on second call whatever the number of participants; They are allowed voting by show of hands, after verification of those entitled to vote.
Amendments to this Statute take place on a proposal from the board of directors or ordinary members, and in the latter case the proposal will be accepted only if submitted at least sixty days before the meeting by at least 25% of the members having the right to vote and are approved by the vote of two-thirds of those present. This is mandatory to decide the termination of the Company requires the majority provided for in Art. 21, paragraph 3
The SIMSE is directed and administered by a board of directors composed of a minimum of 3 to a maximum of eight members elected by the General Meeting with the exception of the first nominated at the time of incorporation. In case the maximum number of eight members has been reached , four are elected among the members university professors, 2 between hospital medical directors members, 1 among other medical and non-medical members, including one with a master’s degree specifically in Article .4. If the President is a university teacher, the vice-president will be a medical director and vice-versa. The Governing Council will also attend the Past-president, without voting rights. In case of a tie, the Chairman’s vote counts twice.
Duties of the Board are:
- to direct the activities of the Society
- to organize scientific and cultural initiatives in general
- to determine the location of any national SIMSE of Congress, as well as prepare and assign the conference themes
- to appoint members within the registered members of specific groups of study of particular scientific issues, organizational or management
- to decide on the admission of new members
- to deliberate the forfeiture of the shareholders in accordance with Article 4 of this Statute
- to propose to the appointment of Honorary Members
- to convene ordinarily at the members’ Meeting
- to fix the annual membership fees of both the ordinary members both of aggregated
- to draw up the budget and final accounts
- to elect of the corporate offices
- to appoint, upon a proposal of the president, a treasurer, who need not be a member of executive.
The Board of Directors maintain the role for three years with the exception of members appointed at the time of incorporation that also will maintain the role for the first term following the general meeting referred to below: three times – and normally meets twice a year, convened by the President by registered letter sent at least 20 days before the meeting, indicating the location, day and time, as well as the list of matters on the agenda. The Board of Directors can, however, meet all the times the President consider it necessary, or as may be requested by at least three of its members.
The list of candidates for each election will be formed by the President at least thirty days before the date for the renewal of the Board. At least 60 days before that date, each member of the annual fee will have the ability to report by computer or letter with return receipt, to the President two nominations; those submitted after this deadline will not be taken into account. Following that period, the President will provide a list of names of candidates who have obtained the most votes, to be submitted to the Assembly for appointment.
The President appointed internally from the Executive Council, remains in office for three years and is not immediately re-eligible. To the President, it is the legal representative, active and passive, of the Association towards third parties and in court. The President shall convene the Assembly and the Executive Council and implement the deliberations; He takes all necessary steps in case of urgency, making ratify them the first useful Executive Council. The Secretary draws up the minutes and works with the Chairman to the management and organization of the association’s events, and to inform the Members of the initiatives taken by the Council. The Treasurer must arrange for Associations administrative duties delegated by the Council and must provide for the drafting of the final budget and the budget, to be submitted, after verification of the Board of Auditors, the Executive Council and the Assembly for approval .
The Board of Auditors consists of three members one of which is registered in the Register of Auditors and indicated by the Board, and two elected by a simple majority. The latter serve for three years. The Member registered is entitled to a remuneration in the amount indicated by the Board. The Board shall meet at least once a year. The Auditors:
- ascertain the regular keeping of company accounts
- prepare a written report on the annual financial statements
- ascertain the cash in hand and proceed to the inspection and control acts
- deliver advisory opinions in the Governing Council sessions that discuss budgets
The Board of Arbitrators consists of three members, elected by the shareholders as part of a shortlist of five Ordinary members proposed by the Executive Council and not part of the Executive Council. The vote by the Assembly occurs by secret ballot with an opportunity to express only one preference. In case of a tie vote will be deemed elected who is senior by age. The first non-elected is regarded as deputy member. Members the Board of Arbitrators shall hold office for three years and may be re-elected only once. The Board of Arbitrators shall give its opinion on the request of the Assembly or the Executive Council which also acknowledges reasoned proposals for referral by the shareholders.
The assets of SIMSE includes:
- movable and immovable property that will become the property of SIMSE,
- any grants, donations and / or bequests,
- any reserve funds with the budget surplus.
The revenues consist of:
- the annual fees paid by members,
- the net income from publications published by SISME and other initiatives both scientific and educational, as well as the ECM business through self-financing and the contributions of members and / or public and private entities, including contributions pharmaceutical and medical device industries, in accordance with the criteria and limits set by the National Commission for Continuing Education,
- any other possible source from government agencies as well as by private entities, with the exception of funds that constitute a conflict of interest with SSN, even if provided through connected persons.
If for any reason and at any time the SIMSE will come to be dissolved, the Assembly which is in charge for deciding the dissolution, will appoint one or more liquidators among the Ordinary Members and determine the powers and tasks. The Association will donate its assets to another association with similar purposes.
The financial year of the Company ends on December 31 of each year. At the end of each financial year the Executive Council draws up the balance sheet and budget drawn up and presented by the Treasurer within the same period; the Board of Auditors provides for the verification of the same.
The final balance must be deposited at the headquarters of the 15 (fifteen) days preceding the Meeting, available to all members.
The SIMSE may include regional and interregional sections, made up of members of residents in individual regions or groups of neighboring regions. They have the task of promoting within their territory the implementation of the Society’s objectives, through cultural order initiatives, scientific dissemination and continuing education. The sections to be activated, must include at least 20 SIMSE members. They are governed by a steering committee made up of three members who elect among them the head of the section. The Committee remains in office for 3 years and is not immediately re-eligible.
The founding members have the task of preparing the first General Assembly, it will have to be held within two years from the date of the notarial deed with which the present statute will be approved by the founding members and shall appoint all the charges provided for in this statute not yet established.
All matters not provided for herein will be governed by special (DL 4/12/97) and general arrangements on Associations.
Giorgio Galanti, Marco Zaccaria, Deodato Assanelli
Renato D’Ambra Notaio
Deed of incorporation 7 March 2007, registered in Prato 27 March 2007 n° 1296.