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STATUTE AND REGULATIONS

 

STATUTE

Article 1. Constitution
Pursuant to art. 36 and following of the Civil Code, a scientific association called MICS (Microbiota International Clinical Society) is established.
 
Article 2. Registered office
The registered office of the Association is in Italy; by resolution of the Board of Directors, operational and secondary offices can be established both in Italy and abroad.
 
Article 3. Character of the Association
The Association is a non-profit organization. The Association has an international character, and is governed by the present statute; the Association acts within the limits of the Civil Code, of the state and regional laws that regulate the activity of the associations in the Italian Republic.

Article 4. Purpose
The purpose of the association is the diffusion and enrichment of the specific knowledge at an international level of all health professionals, doctors, biologists, dieticians, nutritionists, midwives, nurses, veterinarians, pharmacists, dentists, psychologists.
The Association aims, also through the organization of educational activities, at national and international level, the following objectives:

a) provide scientific and regulatory news and updates;
b) offer consultancy, orientation and field updating services through the most suitable communication tools.

These aims are pursued through the organization of technical-training educational initiatives of various kinds, such as meetings, conferences, courses, congresses, publications, activation and management of websites and any other educational activity that can promote the exchange and dissemination of skills in the study of the microbiota and its clinical applications, in the context of national and international regulation of training activities in Continuing Medical Education (ECM and CME) and any other international legislation.
In relation to the activities aimed at achieving the corporate purposes directly or indirectly carried out, the Association and the members of the corporate bodies in their collegiality, the President and legal representative and his agents, while carrying out their function in a statutory context that excludes any activity at also of an entrepreneurial nature, with the exception of what may be promoted within the National Program of Continuing Medical Education (ECM), undertake, and declare upon their appointment, to operate in a regime of absolute autonomy and independence from third party interests.
In relation to the scientific activities carried out by the Association, this adopts a specific procedure to prevent and regulate the onset, even potential, of conflicts of interest: this procedure, possibly also adopted for the processes foreseen in the context of the activities connected to the programs national and Continuing Medical Education - ECM and ECM, is referred to in the declaration referred to in the previous paragraph.

Article 5. Ways of pursuing the corporate purpose
The Association will be able to carry out all the acts and conclude all the necessary or useful for the realization of the social purposes, also collaborating with other national and international Associations or Organizations or Scientific Societies, companies active in the sector, which carry out similar or ancillary activities to the social activity .

Article 6. Duration
The duration of the Association is unlimited.

Article 7. Members
Only those who work professionally in the disciplinary field of legally recognized health professions, with research activities and professional applications concerning the study of the microbiota and therapeutic strategies aimed at its modulation, can obtain the status of member.
The one who requests it to the Council acquires the status of member. At the time of application, the applicant must provide the required documentation established by the Council and specified in the Regulations. The Council decides on the entry of the new member with validity from the moment of the application in the first meeting held after the presentation of the application for membership. Following the resolution of admission as a member, this will have to pay the annual membership fee.
There are three categories of members:
founders (those who have signed the Memorandum of Association and the Articles of Association and are responsible for the initial costs of incorporation); ordinary (those who pay the membership fee established annually by the assembly and are in possession of the requisites established by the internal regulation); honoraria (persons appointed as such by the Assembly for particular merits acquired in favor of the Association).
Founders and ordinary members have the same rights and duties, while honorary members are exempt from the obligation to pay membership fees.
The temporary nature of participation in the associative life is expressly excluded. The membership fee is non-transferable. The members have the right to elect the corporate bodies and to be elected in them.
Members will carry out their activities within the association on a personal, voluntary and free basis, on a non-profit basis, on the basis of personal availability.
They also have the right to be reimbursed for the expenses previously authorized and actually incurred in carrying out the service provided.
The electoral procedures for the appointment of corporate offices take place in the manner provided for in this Statute and in the Regulations, and provide for a secret ballot.
The members have the duty to pay the annual membership fee in the terms defined by the Board of Directors and to respect the present Statute and the Internal Regulations of the Association.
The association may also hire employees or make use of self-employment services, also by resorting to its own members.

Article 8. Loss of membership
Members cease to belong to the association for the following reasons:
Withdrawal of the shareholder; by written communication to the Board of Directors;
Forfeiture due to arrears; the member is deemed to have lapsed in the event that he is in the condition of not having complied with the payment of the membership fees for a period exceeding 12 months, after which two reminders from the Treasurer have occurred without acknowledgment; the member who has lapsed due to non-payment and wishes to renew membership of the association is in any case required to pay the arrears of the last two financial years;
Exclusion, in cases where:

  1. fails to observe the resolutions of the Assembly or of the Council or fails to fulfill the obligations of collaboration undertaken with the Association without justified reason;
  2. foments disputes, unrest among the members or carries out activities in contrast with those of the Association.
  3. The exclusion of the member may be decided by the Board of Directors having heard the mandatory but non-binding opinion of the Board of Arbitrators, which will operate in compliance with the procedure set out in the Regulations. The resolution of exclusion is ratified by the assembly at the first opportunity.
  4. Partner's death.

Article 9. Associative assets
The Association's assets consist of the payments of membership fees and of any income or contribution that comes from both members and third parties, in accordance with the provisions of the legislation in force in the Italian Republic regarding associations.
It is in any case excluded that the proceeds of the activities are divided among the shareholders, not even in indirect forms. The consistency of the assets is determined each year through the drafting, carried out by the Board, of a final balance sheet relating to the period coinciding with the previous calendar year, defined as the financial year, within six months of the end of the same.
The association has the obligation to reinvest any operating surplus in favor of institutional activities. In the event of dissolution, cessation or extinction, after liquidation, the assets will be donated to another public or private entity with a similar social purpose.

Article 10. Procedures for carrying out the activities
For the performance of its institutional duties, the Association has the right to make use of the work of third parties, to grant part of the services and activities carried out in concession to third parties, to grant spaces of the Association for use by third parties in order to find the funds necessary for the implementation of the social purposes, to start activities and initiatives of any kind, in line with the purposes of the Association itself, also of a commercial nature, albeit in a non-prevalent form with respect to institutional activities, in order to promote, support and develop the institutional activity.

Article 11. Corporate bodies
The organs of the Association are:

  1. the Assembly;
  2. the Council or Board of Directors;
  3. the Technical-Scientific Committee (if appointed);
  4. President;
  5. the Board of Arbitrators.

They support the social bodies:

  1. the Vice President;
  2. the Honorary President;
  3. the General Secretary;
  4. the Treasurer.

Article 12. The Assembly
The General Assembly is the sovereign body of the Association. It is convened by the Board of Directors, through the President, who informs the members at least 60 days before the scheduled date, by e-mail, or by letter or by any other means of communication; the convocation must contain the date, time, place or indications for carrying it out electronically, and the Agenda of the meeting.
The Assembly is validly constituted, on first call, when at least half of the members entitled to vote are present and, on second call, whatever the number of members present.
The Assembly decides by majority of those present in the ordinary session, and with a quorum of two thirds of those present in the extraordinary session.
Only members in good standing with their dues enjoy active and passive electoral rights.
It is chaired by the President, or in his absence, by the Vice President.
Minutes of the session of the Assembly are drawn up in a special book by the Secretary General. The ordinary assembly for the approval of the final and budget balances takes place at least once a year within six months from the closing date of the financial year.
The Shareholders' Meeting is competent in the ordinary session to decide on:

  1. the approval of the Final Balance and the Budget;
  2. the general guidelines of the Association aimed at pursuing the social purposes;
  3. the approval of the Internal Regulations on the proposal of the Board of Directors;
  4. the election and appointment of the members of the Board of Directors and possibly of the Honorary President;
  5. the election and appointment of the members of the Board of Arbitrators;
  6. any other matter entrusted to it by law or by statute, and/or submitted to its examination by the Board of Directors.

In extraordinary session, the Shareholders' Meeting is competent to decide on:

  1. to statutory changes
  2. upon the dissolution of the Association.

Article 13. The Board of Directors
The Board is made up of 7 members elected by the Assembly, as well as the Past President and the Honorary President, if appointed.
The Board of Directors remains in office for two years, except in the following cases of early dissolution:

-for the resignation of at least half of the members plus one;
-by written and reasoned no-confidence motion resolved by a majority of the Shareholders' Meeting.

In the event of death, resignation or forfeiture of a director, the Board of Directors at the first useful meeting will provide for his replacement by co-opting the most voted among the non-elected; if there is no list from which to draw, the Board of Directors can co-opt a pro-tempore director, whose mandate ends at the natural expiry of the Board itself, among the members in good standing with the payment of the membership fees.
All corporate positions expire with the expiry of the Executive Council and are immediately re-electable for a single mandate.

Article 14. Activities of the Council
The Board meets whenever it is deemed necessary by the President or at the request of at least three directors, after being convened by the President, according to the procedures set out in the Regulations.
Resolutions are taken by a majority of those present, whatever their number, and must be recorded in a special register by the Secretary General; in the event of a tie, the President's vote prevails.
The meeting is valid when at least half plus one of the members are present.
The members of the Board are: the President, the Vice President, the Secretary General, the Treasurer, the advisers, the Past President and any Honorary President.
The Council has the task of:

  1. to appoint among its members: the President, and on his proposal, the Secretary General and the Treasurer;
  2. admit new ordinary members and resolve, having heard the opinion of the Board of Arbitrators, on disputes between the Association and the members;
  3. prepare the budget and final balance for the year to submit it to the approval of the Assembly;
  4. implement the resolutions of the Assembly;
  5. manage the corporate assets, through any activity permitted by the Articles of Association, in order to pursue the corporate purposes;
  6. promote and implement initiatives of all kinds that are deemed suitable for the pursuit of the aims of the Association;
  7. choose the third-party collaborators to use.

The Council may decide to delegate part of its activities or specific tasks to the President or to another member of its own.

Article 15. Scientific Technical Committee
The Technical-Scientific Committee is made up of a minimum of 3 and a maximum of 10 members, appointed by the Association's Board of Directors.
The Board of Directors appoints the Coordinator of the Technical-Scientific Committee, who proposes the other members, who must subsequently be appointed by the Board of Directors.
The Technical-Scientific Committee takes the form of a technical-scientific and consultative structure of the Association and its corporate bodies.
The Scientific Technical Committee also has the task of monitoring and directing the scientific activity of the association, with particular reference to the verification and control of research activity at a national and international level, carried out according to the scientific and bibliometric productivity indices, validated by the international scientific community.
The Scientific Technical Committee takes care of the publication of the scientific activity of the association through the association's website, and constantly updates it "

Article 16. The President and the Past President
The President has the legal representation and the corporate signature. It supervises that it operates in accordance with the aims and interests of the Association. He presides over and convenes the Council and the Assembly, determines the agenda of the work, and takes care of the execution of the resolutions. The President remains in office for two years and can be re-elected immediately only once; if not re-elected, the President assumes the office of Past President.
The President appoints the Vice President from among the members of the Council.

Article 17. The Vice President
The Vice President replaces the President in case of absence or impediment.

Article 18. The Secretary General
The Secretary has the task of drafting and maintaining the minutes of the Assembly and of the Board of Directors, of guarding the company archive, of maintaining the official list of members and of implementing the resolutions of the various organs of the Association.

Article 19. The Treasurer
The Treasurer takes care of the administrative management of the Association and the related reports. It is his responsibility to sign payment orders on the funds of the Association, when necessary, to keep the funds; collect dues and other credits of any kind due to the Association.
The Treasurer will, within a reasonable time, show the accounting books to any shareholder who requests them. The Treasurer collects the membership dues, keeps the first note of the Association and collaborates in the drafting of the final balance and budget.
The Treasurer takes care of the publicity on the official website of the Association of Final and Budget Balances. he also takes care of the publicity of any paid positions, approved by the Board of Directors.

Article 20. The Board of Arbitrators
The Assembly elects a Board of Arbitrators, made up of three members.
The Board of Arbitrators is responsible for settling disputes between the Association and the members: its opinions, which are formally requested by the Board of Directors and are addressed only to this association body, are mandatory but not binding.
A minute book is kept of the opinions of the Board of Arbitrators.
The Board of Arbitrators elects its own President, and operates according to the methods set out in the Regulations.

Article 21. Aggregation of members by national or regional Sections and by Groups
Members, within the scope of the aims and purposes of the Association, have the right to organize themselves and form themselves in additional national or regional sections starting from a minimum of 40 adhering members, or in working groups, with a minimum of 5 adhering members, unless otherwise indicated by the Board of Directors.
At the time of their constitution, which does not require particular formalities except for the resolution of the Board of Directors of the Association and the drafting of a minutes of constitution by the participants in the national or regional Section or in the Group, the President, on the indication of the participants in the Section or to the Group, appoints its Coordinator.
The resolution of the Board of Directors indicates, for the national or regional Sections, the territory of reference, for the Working Group, the purpose or object to be pursued.
All initiatives promoted by the Sections or by the Working Groups, of a cultural, scientific or health policy nature, of national or international interest, must be approved in advance by the Board of Directors.
The members of the Association who join the Sections or Working Groups must be up-to-date with the payment of the membership fees.
An annual report is foreseen in which the Coordinator of the Section or of the Group reports to the Board of Directors on the activities carried out.
The Board of Directors can establish procedures for allocating funds dedicated to the activities of each individual Section or Working Group.
The methods of organization of the Sections at the territorial level are free, without prejudice to the obligation to accept the aims and purposes of the Association and that the activities carried out at the local level must be considered supplementary, never substitutes or alternatives to those of the national associations.

Article 22. Gratuity of offices, obligations and incompatibilities
Membership positions are assumed free of charge.
The President, the members of the Board of Directors, all the associates who hold corporate positions or assignments, even temporary, must not have undergone final convictions in relation to the activity of the Association itself. Any conflicts of interest must be declared and regulated by the Board of Arbitrators.

Article 23. Dissolution of the Association and devolution of assets
The dissolution of the association is decided by the Extraordinary Assembly in accordance with the provisions of art. 12 last paragraph. The meeting will also appoint one or more liquidators for the necessary operations, as well as the public or private entity with a similar corporate purpose, to which the remaining assets will be donated. The related expenses will be borne by the association with its assets. For anything not foreseen, please refer to the provisions of the Civil Code of the Italian Republic.

Article 24. Termination of the Association
The extinction of the Association takes place in the cases provided for by art. 27 of the Civil Code of the Italian Republic.

Article 25. Final provisions
For everything that is not expressly provided for in this statute, the provisions of the Civil Code and the laws in force in Italy apply.
Anything not expressly defined in this Statute is referred to the Association Regulations.

 

ASSOCIATION REGULATION

1. Constitution of the Association
The MICS Microbiota International Clinical Society Association is an association for cultural and scientific promotion.
The Association promotes initiatives and activities of a scientific nature, governed by the Statute and by these Regulations.
The Association shall implement the social activities referred to in art. 4 of the Articles of Association in accordance with the provisions of these Implementing Regulations.

2. Membership of the Association
Membership in MICS involves enrollment, payment of the annual membership fee and unconditional acceptance of the provisions of the Statute and of these Regulations, as well as all the provisions issued by the competent corporate bodies.
Applications for membership of the Association, based on art. 7 of the Statute, must be approved by the Board of Directors at the first session following the presentation of the application.
An updated and signed CV must be attached to the membership application, accompanied by a declaration of truthfulness.
Membership of the Association is valid until voluntary cancellation, forfeiture due to arrears and motivated expulsion deliberated by the Board of Directors.
 

3. Members
All those who, having the requisites provided for by art. 7 of the Statute, are recognized in the inspiring principles of the Statute itself.
The requirements consist of:

  1. in operating professionally in the disciplinary field of legally recognized health professions;
  2. demonstrate interest and operate in research activities and professional applications concerning the study of the microbiota and therapeutic strategies aimed at its modulation.

The health professions referred to in point 1) are: Pharmacist, Surgeon, Dentist, Veterinarian, Biologist, Psychologist; Nurse, Pediatric Nurse, Midwife, Biomedical Laboratory Health Technician, Neurophysiopathology Technician, Dental Hygienist, Dietician, Podiatrist, Physiotherapist, Speech Therapist, Developmental Neuro and Psychomotricity Therapist, Psychiatric Rehabilitation Technician, Osteopath.
As required by the Statute, the members of the Association are divided into:

- Founding members: those who have signed the Memorandum of Association and the Articles of Association assume this qualification and have borne the burden of the initial costs of incorporation;
- Ordinary Members: those who pay the membership fee established annually by the assembly and are in possession of the requisites set out in this article assume this qualification;
- Honorary Members: the Assembly, upon justified proposal presented by at least 20 members in good standing with membership dues, may appoint "Honorary Members" those who, due to positions held or for the performance of particularly important tasks, have rendered important services in favor of the Association.

4. Membership fees
The Board of Directors, within the framework of the preparation of the budget, decides on the membership fee for the following year (later ratified by the assembly); within the category of ordinary members, each year it can establish differentiated membership fees for particular groups of members (e.g. post-graduate or doctoral students). The membership fee is defined for the calendar year and cannot be divided.

5. Delinquent partners
The Board of Directors identifies the defaulting members on the indication of the Treasurer, once the term established by art. 8.2. of the Statute, in any case within 3 months from the end of the financial year in which the member has not paid the membership fee.
Within this period, the Treasurer must send at least two reminders; after the term of another two months has elapsed and the Treasurer has not received a response to the reminder, the member is automatically forfeited.
The loss of membership status does not in any case give rise to the refund of paid shares.

6. Shareholders' Meeting
The Assembly of Members, which is the sovereign body of the Association, is convened by the President at the registered office or any other suitable location; it is possible to hold meetings of the Assembly, both in ordinary and extraordinary sessions, by videoconference provided that all participants can be identified, follow the discussion and intervene in real time on the items on the agenda.
During the Assembly, each Shareholder can formulate proposals or request the inclusion of their own statements in the minutes.
The President avails himself of the Secretary General for drafting the minutes of the Assembly, or its audio and video recording, which will be filed in the minute book.

7. Board of Directors
Deliberates the establishment and suppression of the Technical-Scientific Committee, Commissions or permanent or occasional Study Groups, National Sections or Regional Sections, determining their composition, functions and duration.
Deliberates disciplinary measures against the Members after hearing the mandatory but non-binding opinion of the Board of Arbitrators.
Deliberates expenses and measures, including those of an extraordinary nature, without prejudice to ratification by the shareholders' meeting at the first useful call for interventions of an extraordinary nature.
It establishes the amount of the membership fees (subsequently ratified by the assembly).
All directors are elected by the shareholders' meeting through regular elections, according to the methods set out in these Regulations.
The President, the Treasurer, together with the Secretary General and the Vice President, form the Office of the President's Secretariat. The Office of the Secretariat of the Presidency is in charge of preparing the work of the CD.
The Board of Directors is chaired by the President or, in the event of his absence or impediment, by the Vice President, and in his absence or impediment, by the oldest director present.
The Board of Directors is convened by means of a notice sent directly to each director at least seven days in advance of the date fixed for the meeting.
The notice of convocation of the meetings of the Board of Directors is sent by e-mail, and must contain the day, year, place and time of the meeting, as well as the agenda of the work.
Sessions can also be held by means of telecommunication.
The documentation relating to the individual items on the agenda must be made available to the Directors at the same time as the meeting is convened.
The Board of Directors usually meets, if present, at the headquarters of the Association, but it can also be convened in another location as long as it is suitable.
The President implements the resolutions of the Board of Directors and signs the correspondence and documents of the Association; signs the deeds and stipulates agreements with third parties according to the indications of the Board of Directors and performs all the actions necessary to achieve the aims of the Association.
The President has the right, for matters pertaining to the functioning of the Association or for particular activities, to grant proxies to the individual members of the Board of Directors, having heard the Board itself. This faculty cannot be exercised for the signing of payment orders and for the deeds that the Board of Directors has delegated to the President.

8. Elections of the Board of Directors and of the Board of Auditors
The elective Assembly is convened pursuant to and in the manner set out in art. 12 of the Statute.
The outgoing Board of Directors ensures that the notice of convocation of the elective assembly enjoys the widest publicity through multiple communications via email to all members and on the Association's website.
Thirty days before the elective assembly, the Board of Directors appoints a special Electoral Commission made up of three members, chosen from among the members who are not candidates for election.
The Electoral Commission presides over the verification of the regularity of the elections, checks the list of Members with the right to vote, verifies that the Board of Directors implements communication activities aimed at stimulating greater participation in the vote and guarantees their secrecy.
All operations relating to elections (verification of powers, preparation of ballot papers, ballots), are carried out by the Electoral Commission which reports to the President and to the Board of Directors.
Only members in good standing with the payment of membership fees can present their candidacy for Member of the Board of Directors or Member of the Board of Arbitrators.
Applications must be presented to the Electoral Commission at least twenty days before the date set for the elections and immediately posted on the Association's website, accompanied by the Curriculum Vitae of each candidate.
Each Member can express up to seven preferences for the Board of Directors and three for the Board of Arbitrators.
The first seven candidates who obtain the highest number of votes will be elected for the position of member of the Board of Directors, and the first three for the position of Arbitrator.
Each shareholder with the right to vote can be the bearer of up to a maximum of one proxy.
Once the electoral consultation is over, the Electoral Commission, after having scrutinized the ballots, draws up a special report, informing the President and the outgoing Board of Directors of the final results, who will proclaim the names of those elected to the assembly.
In the event of a tie between two or more subjects, the candidate who, in order, meets the following requirements is elected:

A) with the longest seniority of member;
B) greater seniority in the registry office.

9. Regional sections or working groups
For a more functional organization of the activities referred to in art. 4 of the Statute, with the approval of the Board of Directors, special National, Regional or Working Group Sections may be set up, to which particular technical-organisational tasks are delegated, according to the methods set out in the following articles of these Regulations.
The proposal for the establishment of a new National or Regional Section or a Working Group must be presented to the President by a member of the Governing Council or by the number of members envisaged in art. 21 of the Articles of Association.
The proposal must indicate the aims of the Section or of the Group, a rough program of the activities to be carried out for the first year and an estimate of the related expenditure.
The Board of Directors, having examined the proposals received, decides on their eventual acceptance in relation to the opportunity of the initiatives and the budget availability. If the proposal is accepted, the President appoints the Coordinator of the Section or of the Group on the recommendation of the promoters.
The Coordinator of the Section or Group remains in office for two years and, in any case, expires on the same expiry date as the Board of Directors.
Each Section or Group Coordinator, by and no later than 15 October of each year, draws up the program for the coming financial year, specifying and motivating the choices, together with a detailed forecast budget (in addition to the annual report on the activities carried out envisaged by the 'Article 21 of the Statute).
The functioning of the activities of the Sections or Groups is provided for, from an economic point of view, by the Board of Directors of the Association which examines the programs presented, the motivations and the technical considerations put forward, compatibly with the budget available and safeguarding the principle of a fair allocation of resources.
If a Section or Group decides to organize events of particular national or international importance, the Board of Directors will have to verify the availability of human and financial resources and possibly arrange interventions for the best success of the initiative; in these cases the Board of Directors assumes direct control of the technical, organizational and budgetary aspects of each initiative. The Board of Directors, to safeguard the principle of fair distribution of resources, can determine a participation fee for the event, as a contribution to the costs of organization.
It is possible, on the part of third parties, bodies or institutions, to sponsor one or more Sections or Groups.
Each sponsorship agreement or contract must specifically contain the subject, the duration and the Section or Group recipients of the funds. The Board of Directors, having evaluated the sponsorship request, determines its destination.

10. The Board of Arbitrators
The Board of Arbitrators is made up of three members appointed by the assembly.
Members who apply for and hold the office of arbiter are members in good standing with the payments of membership fees and cannot be members of other association bodies or hold other corporate offices.
Internally, the three standing members appoint the President of the Board by majority vote, who convenes him exclusively on the formal request of the Board of Directors, and determines the agenda of the work.
The Board operates without predefined methods, but prepares its opinions in written form. The opinions of the Board are attached to the minutes of the Board of Directors of the meeting in which they are presented.