ARTICLES OF ASSOCIATION
EUROPEAN SPORT NUTRITION SOCIETY – E.S.N.S.
Art. 1 (NAME and REGISTERED OFFICE)
- The Association of Social Promotion referred to as ” EUROPEAN SPORT NUTRITION SOCIETY – E.S.N.S.” is established, in compliance with the Italian Civil Code and regulations in force, with registered office in Viale del Fontanile Anagnino 158 – 00118 ROMA
- Transfer of the registered office shall not entail any amendments to the articles of association. Only a resolution of the Board of Directors shall be required.
- The Association has unlimited duration.
- The association shall use, in its name and in any distinctive sign or communication addressed to the public, the locution ASP (Association of Social Promotion).
- The symbol of the Association is the image appended hereto under the letter A and the acronym E.S.N.S.
ART. 2 (PURPOSE)
- The association brings together researchers and experts of sport nutrition. The company focuses on all aspects correlated to sport nutrition, also investigating the dietary, physiological, biochemical, molecular, epidemiological, psychological and motivational aspects all related to sport performance, exercise and overall general well-being..
- The association aims to examine the various aspects and analyse the emerging problems in this research area, contributing to their resolution and to the dissemination of accurate information on progressive overload training to the general public.
- The association engages in a relationship of active collaboration with Italian and foreign scientific Associations and Companies and with Federations of national and international scientific Companies. The Association provides for the cooperation with various public health institutions of the different countries and the promotion of clinical trials and scientific research studies.
ART. 3 (CORPORATE OBJECT)
- The association is non-profit-making and does not pursue trade-union, political or religious objectives, but has purely educational, training and research purposes in the area of sport nutrition and physical exercise.
- For the accomplishment of its institutional purposes, the Association specifically purports to:
a.promote meetings of studies at national and global level;
b. encourage initiatives aimed at make the public aware of the latest acquisitions in terms of sport nutrition and physical exercise;
c. promote studies and research;
d. contribute to the publication of periodicals and scientific journals reserved for its members as well as favour contacts and collaborations across its members.
- The Association promotes professional development and ongoing formation activities for its members with annual educational programmes. These are exclusively self-funded and the contributions of members and/or public and private bodies, including the contributions of pharmaceutical and medical device industries, in full respect of the criteria and limits set out by the various regulations and laws of the single States.
- The Association provides for verification systems assessing the type and quality of activities carried out and it cannot carry out activities other than those stated above, excepting any that are directly and logically correlated.
- The Association cannot carry out or take part in any business activities, except for those potentially required, on an occasional basis, for any ongoing education activities.
Art. 4 (MEMBERS)
- The Association shall admit all who share its purposes and accept these Articles of Association and any potential internal regulations.
- The competent body responsible for deciding on the applications for admission of candidate members is the Body of Directors. The applicant, in the application for admission, should specify his/her full personal details, undertaking to pay the annual self-financing fee as determined by the Board of Directors, and to fully compliance with the Articles of Association and regulations adopted.
- There are 3 member categories:
a.- Founding members: those intervening in the formation of the association with the right to vote, they are eligible for official positions, their membership is automatically renewed without application or payment of the membership fee. They are permanent members of the Board of Directors.
b.- Ordinary members: those requesting and obtaining membership from the Board of Directors. They have the right to vote and are eligible for official positions. Their capacity as actual members is subject to registration and payment of the membership fee.
They hold a degree or a diploma in the biomedical sector (“qualified” ordinary members) or are people that owing to their profession, activity carried out and/or cultural formation distinguish themselves in the pursuit of the objectives of the Association (“unqualified” ordinary members). They can be represented by public or private bodies of any type.
The number of ordinary members is unlimited.
c.- Honorary members, namely those appointed by the Shareholder’s Meeting on recommendation of the Board of Directors selected among persons, bodies or institutions contributing decisively, with their work or ideal and/or economic support, to the pursuit of the institutional purposes of the Association or distinguishing themselves due to particular personal and scientific commitment in the sector. Honorary members shall be exempt from payment of the annual membership fee.
- The category of temporary members is not admitted.
- The membership fee is non transmissible.
- External Supporters are also admitted. These include persons, Companies and cultural Associations, Bodies, Industrial undertakings and Associations that, while not endowed with the requisites under this article, support the Association through their voluntary activity or by other means and contributions. This figure may take part and speak in the Shareholders’ Meetings (as representative in the case of Companies), but does not have the right to vote and cannot be elected for official positions.
Admission as ordinary member or external Supporter is subject to the submission of a specific written application addressed to the Chairperson by the concerned party. This application should contain the information required for its appraisal, as well as the commitment to pay the annual self-financing fee as determined by the Board of Directors, in l compliance with the Articles of Association and regulations adopted. The application must be countersigned by an ordinary requesting member up-to-date with the payment of the membership fees. The Board of Directors examines this application and – in the event of positive assessment – proposes the admission of the new member to the General Shareholders’ Meeting for the relative ratification. All candidate members admitted by the shareholders’ meeting become full members from the date of payment of the membership fee. The candidate member is notified, with the same means provided for all other communications to members, of the resolution of admission.
The option of proposing a new member to the shareholders’ meeting is entrusted to the unquestionable decision of the Board of Directors. Founding Members, even individually, have the right to vetoed the admission of any new member.
The amount and method of payment of the annual membership fees for ordinary members are established in advance by the Board of Directors. Ordinary members who are up-to-date with the payment of the membership fees have the right to vote and namely those who have paid the fee for the current financial year. Honorary members shall be exempted from the payment of the membership fee and retain their right to vote.
Art. 5 (RIGHTS and DUTIES OF MEMBERS)
- Members have the right to elect corporate bodies and to be elected within them.
- They have the right to be informed about the activities of the association. A voluntary member cannot be remunerated, but shall have the right to reimbursement of all expenses actually sustained in the execution of the activity carried out, except in the cases provided for under article 18, paragraph 2, of law No. 383/2000.
- Members shall pay the membership fee within the time frame set out and comply with these articles of association and any internal regulations.
- Members shall carry out their activity within the Association chiefly on a personal, voluntary and free of charge basis not-for-profit purposes (even indirectly), according to personal availability and expertise.
- The conduct of a member towards other members and outside the Association shall be driven by a spirit of solidarity and implemented with fairness, good faith, honesty, probity and moral rigour, in compliance with these Articles of Association and the guidelines endorsed.
- No member shall carry out activities conflicting or incompatible with the purposes or the spirit of the Association, under penalty of expulsion from the Association. The Board of Directors decides upon the existence of the requirements and impediments.
- Any disputes between members and the Board of Directors shall be referred to the Board of Arbitrators.
Art. 6 (WITHDRAWAL and EXCLUSION OF THE MEMBER)
- A member may withdraw from the Association via written notice or by electronic means. Withdrawal shall take effect from the date of end of the financial year during which it was exercised.
- A member can be excluded from the Association in case of non-compliance with the duties provided for under art. 5 of these articles of association or due to other serious reasons causing moral and/or material damage to the Association itself.
- A member declared as deprived of his/her membership rights due to lateness of payments may request the Association to register again no earlier than two years from being removed, or may request readmission prior to this time limit by paying all outstanding fees.
- Exclusion of a member, with the exception of founding members, is decided by at least three of the founding member by open vote or the Board of Directors by secret vote and after hearing the justifications of the party concerned. The possibility of appeal to the Shareholders’ Meeting is permitted within 30 days.
Art. 7 (CORPORATE BODIES)
- The Bodies of the Association are:
a) The Shareholders’ Meeting;
b) The Board of Directors, elected by the Shareholders’ Meeting;
c) The Chairperson, chosen within and by the Board of Directors (or by the Shareholders’ Meeting in the memorandum of association);
d) The Vice Chairperson, chosen by and within the Board of Directors;
e) The Secretary, chosen by and within the Board of Directors;
f) The Treasurer, chosen by and within the Board of Directors;
g) The Board of Arbitrators elected by the Shareholders’ Meeting;
h) The Auditing Body as appointed
- All members of the Board of Directors hold office for three years.
- All corporate bodies are taken up and performed on an entirely unremunerated basis, except for the cases provided for under art. 18, paragraph 2, of law No. 383/2000. Furthermore, only the direct and indirect expenses sustained in the interest of the Association and of the success of its activities shall be reimbursed.
Art. 8 (SHAREHOLDERS’ MEETING)
- The shareholders’ meeting is the sovereign body of the Association and is made up of all members who are up-to-date with the payment of the membership fee, including for the current financial year.
- When regularly convened and constituted, the Shareholders’ Meeting represents all members, and any resolutions passed in compliance with the law and these articles of association on matters falling within its competence, shall be binding on all members, even if absent or in disagreement and their assignees.
- The Shareholders’ Meeting may be called outside the municipality in which the association has its registered office, provided the venue is in Italy or in a EU Member State.
- The Shareholders’ Meeting may also be held in more than one place, either adjoining or distant from each other, in video/audio conference, also via the Internet, the manner of which must be set forth in the minutes of the meeting.
- The Shareholders’ Meeting shall meet at least once a year, within 30 April, to approve the financial statement and at the request of the Board of Directors or of at least one tenth of the members.
- The Shareholders’ Meeting is called by the Chairperson or the Vice Chairperson, by written notice to be sent also via email to the address or email address entered in the Register of Shareholders, or transmitted by fax or telegram, at least 10 days before the date of the scheduled meeting and comprising the agenda and the place of the meeting, the indication of the date and time of the Shareholders’ Meeting and, as appropriate, the date of a second meeting, should the first remain unattended.
- Members unwilling or unable to indicate a fax number or an email address, or revoking their previous indication, are entitled to receive the notice convening the meeting by priority mail or delivered by hand.
- A copy of the convocation notice with an indication of the items on the agenda shall be affixed at the registered office of the Association within the same time frame and published on the website of the association in the member access area.
- One fifth of the registered members may request the Board of Directors to include the topics it deems appropriate for discussion on the agenda of the Shareholders’ Meeting, at least 2 months before the Shareholders’ Meeting
Art. 9 (TASKS OF THE SHAREHOLDERS’ MEETING)
The meeting shall:
– approve the balance sheet and budget estimate;
– determine the general guidelines for the activity of the Association;
– approve any internal regulations;
– elect the Board of Directors and the Board of Arbitrators every three years, by secret ballot and by majority vote;
– take final decisions on any objections to measures to exclude members, already decided by the Board of Directors;
– decide on all matters within its scope under the law or under the articles of association, or submitted to its scrutiny by the Board of Directors.
Art. 10 (VALIDITY OF THE SHAREHOLDERS’ MEETINGS and DRAFTING OF MINUTES)
- The ordinary shareholders’ meeting shall be considered as regularly convened when: at first call the majority of members with right of vote is present; at second call, also to be held on the same day, irrespective of the number of present members, in person or by mandated proxy.
- No more than two mandated proxies are admitted for each member; proxies should be issued in writing and be kept among the records of the shareholders’ meeting.
- The decisions of the ordinary shareholders’ meeting are made by the majority of present members and the members represented by proxy with right of vote.
- All registered members are entitled to take part in the shareholders’ meetings, to vote and be elected, provided they are up-to-date with the payment of the fee.
- The decisions of the Shareholders’ Meeting are made by shareholders’ meeting procedure. Voting takes place:
a) by secret vote for the election of the members of the Board of Directors and the Board of Arbitrators; the election shall take place by relative majority of votes;
b) by secret vote to decide on any other matter, should it be so required by the majority of the Board of Directors or by one fifth of the present or represented members;
c) votes shall be cast openly, by show of hands, in all other circumstances.
Vote by correspondence on specific matters is also envisaged, on decision of the Board of Directors. It is also possible to rely on the new communication systems and electronic voting within the terms provided for by the legal provisions in force.
It shall be in any case without prejudice to the other provisions of these Articles of Association requiring different specific majorities for particular decisions.
The discussions and decisions of the shareholders’ meeting are summarised in minutes drawn up by the secretary or the person acting in his/her capacity, by a specially appointed member of the shareholders’ meeting and signed by the Chairperson. Each member has the right to consult the minutes (and obtain a copy thereof).
Art. 11 (EXTRAORDINARY SHAREHOLDERS’ MEETING)
- The Extraordinary Shareholders’ Meeting is convened by the Chairperson or the person acting in his/her capacity, upon resolution of the Board of Directors or by written request signed by at least one third of the Members, with the same procedures provided for the General Shareholders’ Meeting under article 8.
- The Extraordinary Shareholders’ Meeting decides on any amendments to the Articles of Association.
- The Extraordinary Shareholders’ Meeting shall be considered as validly convened when: at first call two thirds of the members with right to vote is present. At second call, the Extraordinary Shareholders’ Meeting shall be considered as validly convened irrespective of the number of members with right to vote, present or represented.
- Both at first call and in any other subsequent call, the Extraordinary Shareholders’ Meeting shall decide with the favourable vote of the absolute majority of present or represented members with right to vote.
- The amendments to these Articles of Association are proposed by the Board of Directors or by one fifth of the members. These proposed amendments should be transmitted in writing to each member with the convocation notice of the Extraordinary Shareholders’ Meeting.
- The Extraordinary Shareholders’ Meeting called to decide on the proposal of early dissolution and on the devolution of any remaining assets, is validly convened when: at first call two thirds of the members with right to vote are present, in person and by mandated proxy; at second call, with the presence of members representing at least one third of those entitled to vote, in person and/or by mandated proxy. The Association can be dissolved by the Extraordinary Shareholders’ Meeting by resolution taken by majority of three quarters of the present or represented Members with right to vote.
Should it not be possible to decide due to an insufficient number of presences, the Board of Directors holds a further Extraordinary Shareholders’ Meeting at second call which can decide on the dissolution of the
Association by majority of votes of members present, in person or by mandated proxy, no earlier than sixty days.
Upon dissolution, the association is required to devolve any remaining assets to not-for-profit organisations of social interest or for public utility purposes.
Art. 12 (BOARD OF DIRECTORS)
- The Board of Directors is composed of 9 members.
- Founding members are permanent members by right of the Board of Directors and remain in office, except in case of specific waiver or distrust against them expressed and substantiated by two thirds of the members with right to vote.
- The Shareholders’ Meeting elects the elective members of the Board of Directors in the number required in addition to the Founding Members – members by right.
- The Board of Directors appoints among its members the Chairperson, The Vice Chairperson, the Treasurer, the Secretary.
- The Board of Directors is validly convened when the majority of members is present.
- The Board of Directors carries out all acts of ordinary and extraordinary management not explicitly assigned to the Shareholders’ Meeting and is responsible, specifically, for:
a) drawing up the scientific programme, activities and balance sheet of the Association for the following financial year;
b) proposing to the Shareholders’ Meeting the formation of regional or interregional Sections and thematic “Groups”;
c) approving the programmes of Groups and/or Sections and determining the amounts of financing, after obtaining the opinion of the Group and/or Section coordinators;
d) managing the assets of the Association and authorising expenses;
e) drawing up the annual report on the activity carried out by the Association and the financial statement and estimated budget to submit to the approval of the Shareholders’ Meeting;
f) deciding in regard to the organisation or sponsorship of congresses and other local, regional, national and international scientific meetings;
g) examining and expressing opinions on the proposals for amendments to the Articles of Association to submit to the approval of the Shareholders’ Meeting;
h) appointing a representative of the Association with Federations, other Companies or Italian and foreign Bodies;
i) submitting to the Shareholders’ Meeting the appointment of ordinary members, and supporters for ratification, and submitting the names of members for whom it proposes expulsion;
l) proposing to the Shareholders’ Meeting the appointment of honorary members;
m) deciding the amounts and method of payment of the membership fee;
n) proposing to the Shareholders’ Meeting the expulsion of any member.
- The Board of Directors remains in office for three years; elective members are eligible for re-election but shall not serve for more than two terms in succession in the same capacity.
- If, during the financial year, one or more members should lapse from office (in case of resignation forwarded in writing to the Board of Directors or due to exclusion as decided by the Board of Directors for serious reasons), the Board of Directors shall proceed to replace them with regularly registered members among the first out of those not elected, namely by election at first call.
- The convening of the Board of Directors is decided upon by the Chairperson or requested and automatically convened by two members of the very Board of Directors. Decisions are based on the vote by absolute majority of those present, and where votes are evenly divided, the Chairperson shall have a casting vote.
- The meetings of the Board of Directors are validly convened when the majority of members is present.
- The Board meetings and its resolutions are valid, even if not formally convened, when all Directors in office are present.
- The meetings of the Board of Directors may be held by telephone or via electronic means, provided all attendees can be identified and that a paper-based trail remains in relation to the agenda, the various speeches and the final resolution.
- The Board of Directors can delegate its powers to one or more Members, determining the content, the limits and any exercising procedures of the powers delegated, in matters not reserved by law to the competence of the collegiate body.
Moreover, it can entrust to an external organisation, for a limited time, the management of the secretariat, the publication of conference proceedings and courses and the printing of journals and magazines in the sector, the organisation of courses, symposia and congresses.
In compliance with the provisions herein and all legal provisions, the Board of Directors may provide for specific regulations for its functioning and for the functioning of groups, sections and/or other organisational and scientific structures with which it aims to avail itself for the attainment of the corporate objects and/or for the determination of the verification systems assessing the type and quality of the activities carried out.
The minutes of the Board meetings will be recorded in an appropriate book, as signed by the Chairperson and Secretary.
Art. 13 (Chairperson, Vice Chairperson, secretary, treasurer)
- The Chairperson will represent the Association legally and is its official spokesperson; s/he presides over the Board of Directors and the Shareholders’ Meeting; s/he convenes the Shareholders’ Meeting and the Board of Directors in case of ordinary and extraordinary convocations.
- The Vice Chairperson collaborates with the Chairperson for the performance of tasks falling within his/her competence and replaces him/her in each attribution whenever the s/he is prevented from exercising his/her functions. The Vice Chairperson is also responsible for cash management and for keeping the accounts if the Treasurer has not been appointed, or if appointed, should s/he be precluded from performing such duties.
- The Secretary is responsible for drawing up the minutes of the meetings of the Board of Directors and for affixing them at the registered office of the association. The Secretary is also responsible for drafting the corporate asset inventory as well as preparing the programmes relating to the scientific activities of the association, including all activities for the fulfilment of all requirements to obtain accreditation, from the National Commission for Continuous Education, established within the Ministry of Health, and the educational events that are part of the ECM project, promoted by the association.
- The Treasurer is responsible for collecting the corporate contributions, providing the means required for the execution of corporate activities, establishing the procedures and terms for the allocation of the membership fees collected and for the other activities of the association, as well as any professional fees and reimbursements of expenses authorised and sustained by the members of the Board of Directors. Furthermore, the Treasurer may operate, for ordinary and extraordinary acts, by proxy granted by the Chairperson according to its conferred powers.
Art. 14 (BOARD OF ARBITRATORS)
- Every three years, the Shareholders’ Meeting appoints the Board of Arbitrators made up of 3 members.
- Any disputes arising across members with respect to the membership relationship or among them and the Association and its bodies shall be referred to the said Arbitrators, who will judge ex bono et aequo without procedure formalities.
- Recourse to any other jurisdiction is excluded.
Art. 15 (ECONOMIC RESOURCES)
- The economic resources of the organisation consist of:
a) contributions and membership fees;
b) revenues derived from symposia, events or participation in events;
c) donations and bequests in cash or in kind from persons and/or bodies the purposes of which are not in conflict with the corporate purposes. The Board of Directors may refuse any donation aimed at influencing the work of the Association in any way.
d) any other earnings admitted in pursuance of Law No. 383/2000 and Legislative Decree No. 460/97.
- The Association is required to employ the profits or operating surpluses for the accomplishment of the institutional activities and any correlated activities.
- The corporate assets are non-divisible and consist of:
a) movable and immovable property that becomes the property of the Association;
b) any provisions, bequests and donations explicitly aimed at increasing the assets;
c) any reserve funds made up of budget surpluses;
- The Association is prohibited from distributing, even indirectly, profits or surpluses, as well as funds, reserves or capital during the life of the Association, unless the destination or the distribution are imposed by law or are made in favour of other organisations that by law, articles of association or regulations are part of the same shared structure.
- The Board of Directors may refuse any donation aimed at influencing the work of the Association in any way.
Art. 16 (FINANCIAL STATEMENT)
- The financial statement of the Association is annual and takes effect from the first day of January each year. The final account contains all revenues and expenses incurred for the past financial year. The income statement comprises the estimates of income and expenditure for the next financial year.
- The financial statement is drawn up by the Board of Directors and approved by the general ordinary Shareholders’ Meeting with the majorities provided for herein, submitted at the registered office of the Association at least 20 days prior to the meeting and may be consulted by all members.
- The final account must be approved by 30 April of the year following the end of the financial year.
Art. 17 (DISSOLUTION OF THE ASSOCIATION and DEVOLUTION OF ASSETS)
- The potential dissolution of the Association shall be decided only by the Shareholders’ Meeting with the procedures under art. 11.
- The Association is required to devolve the assets of the organisation, in the event of the latter’s dissolution on whatever grounds, to other non-profit-making institutions or organisations of public utility, following consultation with the supervisory body as per article 3, paragraph 190, of law No. 662 of 23/12/1996, unless a different destination is imposed by law.
Art. 18 (COORDINATION and TERRITORIAL SECTIONS)
- For the attainment of its purposes, the Association can team up with similar or ideologically related institutions, affiliate itself to international and national organisations and Scientific Societies, on the basis of its memorandum of association and articles of association with the prior resolution of the Board of Directors.
- The formation of regional or interregional Sections and thematic “Groups” is permitted within the Association.
- The institution of a regional or foreign Section is decided by the Board of Directors, independently or at the request of at least twenty members up-to-date with the payment of the membership fees and residing in the relative geographical area. A member cannot join more than one regional or foreign section.
Thematic Groups bring together members with shared and specific research interests.
- The institution of thematic Groups is decided by the Board of Directors, independently or at the request of at least twenty members up-to-date with the payment of the membership fees.
- A Coordinator is provided for each Section or Group as elected by the respective members whose term of office shall be three years, staring on 1 January following election and shall be renewable only once consecutively.
- In the absence of election, within 30 days from expiry, the Board of Directors shall appoint the pro tempore regional contact point in office until completion of the election and in any case not after the forfeiture of the Board of Directors providing for the appointment.
- The Coordinator of the regional or foreign Section may optionally appoint the Section Secretary that remains in office for the duration of the term of the regional Coordinator providing for the appointment. The position of Section or Group Coordinator is incompatible with other elective assignments within the Association.
- On request of the Chairperson, Coordinators are required to submit to the approval of the Board of Directors the programme of the initiatives to be implemented, within their respective competences, with the relative financing request.
- Every three years, the activity of the Sections and Groups is subject to verification by the Board of Directors that shall decide on its renewal.
Art. 19 (PROHIBITIONS and OBLIGATIONS)
The Association is required to abide by the following prohibitions and obligations:
a) Prohibition to distribute, even indirectly, profits or surpluses, as well as funds, reserves or capital during the life of the Association, unless the destination or the distribution are imposed by law or are made in favour of other not-for-profit organisations that by law, articles of association or regulations are part of the same shared structure.
b) Exclusive pursuit of social solidarity purposes;
c) Prohibition to carry out activities other than the institutional ones mentioned under article 2 herein, except for any directly correlated activities;
d) Obligation to employ the profits or operating surpluses for the accomplishment of the institutional activities and any correlated activities.
e) Obligation to draft the annual statement;
f) Use in relation to the name and in any distinctive sign or communication addressed to the public, of the locution “Association of Social Promotion”
Art. 20 (FINAL RULE)
For all that is not indicated and governed herein, the provisions of the Italian Civil Code and laws in force on the matter shall apply.