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Art. 1 - Name, Offices and Seat

The World Association for Infectious Diseases and Immunological Disorders, also named “WAIDID”, is a voluntary, non-political Association established in Italy, having its initial seat in Via Giuseppe Ripamonti n. 129 – 20141 Milano (MI).

WAIDID is a permanent, non profit and non fixed term Organization.

Art. 2 - Purposes

The Association has social and philanthropic purposes, and promotes scientific research and information with regard to infectious diseases and immunological disorders. In particular, the Association pursues the following goals:

a) to promote initiatives that enhance scientific research on immunological diseases and infectious disorders;
b) to sensitize and make aware public opinion to such disease and disorders;
c) to promote the organization of conferences, conventions and other meetings about infectious diseases and immunological disorders;
d) to cooperate and connect with public authorities and private organizations in order to promote the initiatives that enhance its goals;
e) to implement and encourage scientific publications, collect data and information, at national and international level, that regard infectious diseases and immunological disorders in compliance with the applicable laws;
f) to promote the development of educative initiatives, ongoing and further professional training in favor of doctors, physiotherapists, biologists, biotechnologists, data managers, research healthcare assistants, and other personnel that is employed in infectious diseases and immunological disorders, by whatever legal means necessary;
g) to stimulate scientific research in areas related to the Association’s purposes, also through the establishment of membership, scholarships, fellowships, awards and grants;

In order to achieve the above mentioned goals, the Association can profitably collaborate with associations, organizations or third parties  that pursue similar or compatible purposes, and can establish and promote associations, entity, foundations and other institutions that may be useful to its scientific goals.

Art. 3 - Members

All individuals and juridical persons of any nationality can be members of the Association if they share its purposes, as specified in the Art. 2. Members must work in the scientific sector pursuant to Art. 2, have a proven education and formation and shall exercise a professional activity as doctors, professors, biologists, biotechnologists, pharmacists, physiotherapists, biotechnologists and research healthcare assistants.

Any applicant shall address to the Board of Directors a written demand, that may be regulated by the Board of Directors.

Members shall pay an annual membership fee, fixed by the General Assembly.

The annual membership fee shall be paid before the General Assembly meeting.

Members are required to accept without reservation the present Statute, and to agree on the Association’s purposes.

The Association may be joined by Regular Members, and Honorary Members, that represent the two exclusive categories of membership.

Regular Members are enabled to exercise one and only right to vote, personally or on the basis of another Regular Member proxy, for the General Assembly decisions.

Any Regular Member cannot represent more than two other Regular Members in the General Assembly.

Regular Members that has not accomplished to the annual membership fee payment shall not intervene nor vote during the General Assembly.

Honorary Members, known for their scientific and cultural efforts, are nominated by the General Assembly, on the basis of the Board of Directors’ proposal.

Moreover, Honorary Members shall not pay membership fees; they participate to the General Assembly decisions, and have the right to vote.

Every Member terminates its office:

a) upon receipt of his/her specific written demand;
b) following omission of the annual membership fee payment, for two consecutive years;
c) as a consequence of its verified or occurred deficiency with regard to the membership requisites specified above.

Furthermore, on the basis of the Board of Directors statement, the Member itself terminates its office when:

- he/she has no legal capacity;
- he/she has a behavior in conflict with the Association’s spirit;
- he/she is subject to a conviction that damages its honorability. The Board of Directors declares the membership termination.

Art. 4 - Association’s structure

The Association structure consists of:

a) the General Assembly;
b) the Board of Directors;
c) the President;
d) the Treasurer;
e) the Auditor.

Except for the Auditor and the non-member Treasurer, if appointed, the offices of the Association are free.

Art. 5 - General Assembly

The General Assembly is composed of all the Members of the Association. In particular, it is to the role of the General Assembly:

a) to elect the Board of Directors, according to the procedures established in electoral rules, if any, and to Art. 7 and 8 of the Statute;
b) to appoint the Auditor, when it deemed necessary;
c) to approve guidelines and strategies of the Association;
d) to approve annual reports on the activities of the Association;
e) to approve annual financial statements and budgets for every following fiscal year;
f) to approve any amendments to the Statute, proposed by the Board of Directors or by at least one third of the Regular Members;
g) to determine, on Board of Directors’ proposal, the annual membership fee;
h) to decide on the dissolution of the Association;
i) to determine any emoluments for the non-member Treasurer and the Auditor, if appointed.

The General Assembly shall meet in ordinary session at least once a year, by June, 30th or within the context of the Congress of the Association; it may be convened in extraordinary session whenever the Board of Directors deems it necessary, or upon request of at least one third of Regular Members, which must also specify the agenda.

The General Assembly, both in ordinary and in extraordinary session, shall be convened by notice to each member, that shall be sent at least fifteen days before the date of the meeting. The notice must contain the date, time, location and the agenda of the meeting, also for the second call. The notice may also be transmitted to Members via e-mail, SMS, or communicated on the website of the Association.

The General Assembly is chaired by the President or, in case of his absence or impediment, by the older Regular Member. The secretary of the President shall arrange the minutes of the meeting, which will be signed by the President and the secretary of the President.

The General Assembly is validly constituted, on first call, at the presence of at least half of Regular Members and, on second call, with any number of Regular Members.

The General Assembly can also be held by means of teleconferencing tools on condition that all the participants can be identified by the President and by all other participants, they are allowed to follow the discussion and intervene in real time to discuss debated issues, and all of the hereinabove is reported in the relative minutes. If these conditions are met, the meeting of the General Assembly is considered held in the place where the President is, and where the secretary also should be, in order to draw up and sign the minutes.

General Assembly’s decisions can be adopted through written consultation or on the basis of written consent, including through portals, websites and online media. The written consultation procedure or the acquisition of the written consent is not subject to particular restrictions, provided that each Member has the right to participate in the decision and is assured to all those entitled an adequate information. The above procedure also take place according to methods established by the Board of Directors in a specific regulation.

In any case, with regard to the points f) and h) of this Art., General Assembly decisions are determined on the basis of the two-thirds majority of the participant Regular Members; the other decisions are determined on the basis of the majority of the participant Regular Members.

Art. 6 - Board of Directors

The Board of Directors is granted with any and all powers for the day to day management of the Association (ordinary management), as well as the authority to acquire and dispose of assets and liabilities on behalf of the Association (extraordinary management), except the powers which are reserved to the General Assembly by the law or the Statute.

In particular, inter alia, it is to the role of the Board of Directors:

a) to propose the amendments of the Statute to the General Assembly;
b) where necessary, to appoint and dismisses the Treasurer;
c) to decide on the applications for admission of Association’s new members and on the loss of membership;
d) to propose to the General Assembly the appointment of Honorary Members;
e) to propose to the General Assembly the amount of the annual membership fee;
f) to manage the assets of the Association;
g) to draw up the annual financial statement and the final budget that must be approved by the Assembly;
h) to draw up and approve any regulations of the Association and their changes;
i) to propose to the General Assembly all appointments that may be necessary for new bodies or entities in which the Association intends to participate;
j) to propose to the General Assembly the establishment of special commissions to solve specific problems of the Association.

Art. 7 - Operation of the Board of Directors

Unless otherwise stated in the association deed for the first Board of Directors, the Board of Directors is composed of ten members and shall include pediatricians and adult specialists from the different continents. The Directors are Ordinary Members of the Association and shall be elected by the General Assembly.

Each member of the Board of Directors remains in charge for four years and can be re-elected. If for any reason a member of the Board must be replaced, the General Assembly appoints a new member, that expires at the same time as the other members in office at the time.

The Board of Directors shall elect the President, within the members of the Board. The President shall elect his own secretary, who will prepare the minutes of the meetings and who will participate to the Board of Directors’ meetings without right to vote.

The Board of Directors shall meet whenever the President deems it necessary or upon request of two members of the Board of Directors.

Board of Directors’ meetings are convened by the President or, in his absence or incapacity, of another member of the Board of Directors, via written notice sent by fax, e-mail, SMS or other suitable means, at least seven days before. In urgent cases, the Board of Directors may be convened by means of a prior notice of at least forty-eight hours. The Auditor and the non-member Treasurer, if appointed, shall participate in the meetings of the Board of Directors, without the right to vote.

Board of Directors’ meetings are valid if there is a majority of the Directors in office. Board of Directors’ decisions are determined on the basis of the majority of the participants. In case of equality of votes, the President’s vote counts twice.

The secretary of the President shall control the functioning of the Secretariat Office and shall draw up the minutes of the meetings of the General Assembly and the Board of Directors.

The Board of Directors’ meeting may be held by video or teleconference.

With regards to the validity of the meetings by video or teleconference, it is necessary that every participant can be identified and can be able: i) to follow the discussion, ii) to participate in the discussion, iii) to vote and iv) to view, receive or send documents. Such meetings are considered held in the place where the President and the secretary of the President are located, in order to allow them to draft and sign the minutes and any other document.

Art. 8 - The President

The President:

a) presides over the meetings of the General Assembly and the Board of Directors;
b) monitors the technical-organizational coordination of the Association;
c) supervises the activities of the Association;
d) has the power to sign on checking and / or postal accounts of the Association;
e) may appoint tax and legal consultants;
f) appoints a Presidential secretary to support its institutional activities. The President of the Board of Directors has: i) the representation of the Association before third parties and in legal proceedings and ii) the powers of signature for acts of ordinary and extraordinary administration.

Delegates in accordance with the last paragraph of Art. 6, have the representation and the powers of signature, in case of absence or incapacity of the President.

Art. 9 - The Treasurer

When deemed it necessary, the Board of Directors appoints a Treasurer, even among non-Members, who must be an expert on financial and organizational aspects of scientific associations and conference activities.

The Treasurer monitors the administrative and financial situation and the assets of the Association, oversees the drawing up of the financial statement and of the budget, according to guidelines and regulations issued by the Board of Directors and by the President. The Board of Directors will assign to the Treasurer the authority to sign checking and / or postal accounts of the Association. The non-member Treasurer, if appointed, takes part in the meetings of the Board of Directors without the right to vote and he can receive emoluments approved by the General Assembly.

Art. 10 - Auditor

When it is deemed necessary, the General Assembly may appoint an Auditor; his remuneration shall be fixed by the General Assembly upon nomination for the entire term in office.

The Auditor controls the keeping of accounts and the drawing up of the financial statement and of the budget to be submitted to the General Assembly.

The Auditor holds office for two years.

Art. 11 - Study Groups

The Association can set up Study Groups, which represent its cultural and operational aggregation. Study Groups are not distinct entities from the Association, because they identify with it.

Each Study Group is made up of experts in the subjects under study and is managed by a Coordination Committee, consisting of a Chairperson, a Co-Chairperson and a pre-established number of members.

Organization and operability of each Study Group are governed by a Regulation, approved by Board of Directors, that can establish every aspect of the Study Group’s discipline, including the possibility that some participants of a Study Group could be an Association non-Member.

Art. 12 - Assets

The income of the Association shall consist of the annual membership fees, contributions, grants and donations from Members or by third parties, public and private, and other income.

Any profits will increase the assets of the Association.

When a Member terminates, for any reason, to be a part of the Association, he does not have any rights to the assets of the Association.

Art. 13 - Financial Statements

The financial year begins on 1 January and ends on 31 December of each year.

The annual financial statement and the budget of the next financial year must be approved by the General Assembly in the ordinary terms of third paragraph of Art. 5.

The Association shall not distribute profits.

Art. 14 - Final Provisions

The dissolution of the Association is approved by the General Assembly, which: i) will appoint one or more liquidators, determining their powers, and ii) will approve the devolution of assets to other non-profit entities.