Constitution

ART . 1 - name and headquarter of the Association

1.1. It is constituted, in respect of article 36 and following articles of the Civil Code, the association named :

European Group on Graves’ Orbitopathy (EUGOGO),the surface mail address of the Association is:
Via Paradisa 2,
56124 Pisa

Italy

To move the Association headquarter to a different address than that mentioned in this document does not require any modification in the Constitution, nevertheless is compulsory to report the new address to the relevant departments (Agenzia delle Entrate).

ART . 2 - Purpose

1. The association is no partisan, no profit, and carries out promotional and socially beneficial activities.

2. The goals of the Association are in particular:

2.1. Contribute towards understanding the pathogenesis of Graves’ Orbitopathyand improving the management of patients, through collaborative scientific basic and clinical research.

2.2. Contribute towards education, teaching and training of health professionalsinvolved in the care of patients with Graves’ Orbitopathy

2.3. Develop guidelines, in collaboration with other organisations where appropriate, to guide optimal evidence based management of patients withGraves’ Orbitopathy.

ART. 3 - Members

3.1. Everybody can become member of the Association, provided he/she i) is activelyinvolved in the management of patients with GO or basic research on Graves’Orbitopathy in a setting where a multidisciplinary joint thyroid/eye clinic has been established (here defined as Centre), ii) shares the aims of the Association, and iii) accept the present statute and any other internal rule.

3.2. The Organ of the Society competent to decide on applications for admission is the Executive Committee (EC).
The refusal must be motivated. In the application form, the applicant must specify his/her full personal data and accept to pay the membership fee.

3.3. There are 2 categories of members:
-Ordinary: they are those who pay the registration fee established annually by the Assembly.
-Honorary: those who are appointed by the General Assembly as that for special merits acquired in favour of the Association.

3.4. The admission to membership is unlimited in time

ART. 4 - Rights and obligations of members

4.1. Members have the right to elect its governing bodies and to be elected in the same.

4.2. They have the right to be informed about the activities of the Association.

4.3. The members must pay the membership fee in the due terms and comply with this statute and any other internal rule.

4.4. The members of the association carry out their activities mainly in personal, voluntary and free, not for profit (even indirect), according to their personal availability.

ART. 5 - Withdrawal and exclusion of a member

5.1. A member may resign from the Association by written notice to the President.

5.2. A member who violates the duties established by the present constitution or internal rules may be excluded from the Association.

5.3. The exclusion is decided by the EC, and after taking into account the justifications of the member.

ART . 6 - Corporate Bodies

6.1. The organs of the association are:
- General Assembly
- Executive Committee
- Chairman
- Secretary
- Treasurer
- Centres where the members are operating.

6.2. All offices are taken free of charge.

ART . 7 - Assembly

7.1. The Assembly is the sovereign body of the Association and is composed by all the members.

7.2. The Assembly is convened at least once a year by the Chairman of the association by means of the Secretary or directly by the Secretary him/herself in the case of Chairman impairment by written notice sent at least 15 days prior to the date of the meeting, containing the agenda of the work;

7.3. The Assembly shall also be convened at the request of at least one third of members or when the EC considers it necessary.

7.4. The Assembly may be ordinary or extraordinary. The extraordinary meeting is called for amendments to the Statute and the dissolution of the Association. The meeting is ordinary in all other cases.

ART . 8 - General Assembly Tasks

8.1. The General Assembly must:
- Approve the budget and final account statements;
- Fix the amount of the annual membership fee;
- Participate to the choice of the general programmatic lines of the association;
- Approve any internal regulations;
- Elect the Chairman and the EC according to the internal regulations
- Decide on any other issue duties pertaining to it by law or by statute or internal rules, or submitted to it by the EC.

ART. 9 - Validity Assemblies

9.1. The ordinary general meeting shall be appropriately constituted on first call if there is a majority of members with voting rights; on second call, to be held on the same day, regardless of the number of those present, in person.

9.2. No more than two delegations are permitted for each member.

9.3. The resolutions of the General Assembly are taken by a majority of those present, they are expressed in an open vote, except when the Assembly deems it appropriate.

9.4. The extraordinary meeting approves any changes to the statute with the presence of 2/3 of the members and deliberate decision by a majority of those present; a favourable vote of at least of 3⁄4 of the members is required for the dissolution of the Association.

ART. 10 - Minutes

10.1. The discussions and resolutions of the Assembly are summarized in a report drawn up by the Secretary and approved by the Chairman.

10.2. Each member is entitled to consult the minutes and to receive a copy of it.

ART. 11 - Executive Committee

11.1. The EC is composed of the seven members (Chairman, Secretary, Treasurer and the leaders for each of the four major activity areas of research pertinent to the society (A. Observational/basic science Research Lead; B. Interventional Research Lead; C. Guidelines Lead; D. Education/Website/Communications Lead) elected by the General Assembly from among its members.

11.2. The EC has a quorum when the majority of members is present. The EC deliberates with the vote of the majority of those present.

11.3. The EC shall take all acts of ordinary and extraordinary administration not expressly delegated to the Assembly; It prepares and presents to the assembly the association's annual activity report, the final balance sheet and budget.

11.4. The EC shall hold office for three years and its components may be re-elected for another term

ART. 12 - Chairman

12.1. The Chairman is the legal representative of the association, chairs the EC and the Assembly; convene the General Assembly for ordinary or extraordinary meetings.

ART. 13 - Financial Resources

13.1. The association's financial resources consist of:

a. members’ fees;
b. contributions from private,
c. endowments, gifts and bequests

d. other income compatible with legislation

13.2. The Association is forbidden to distribute, even indirectly, profits and operating surpluses as well as funds, reserves or capital during the association's life, in favor of directors, partners, participants, workers or collaborators and generally third parties, unless the destination or distribution is required by law, or are made in favour of entities that by law, statute or regulation are part of the same and unitary structure and perform the same activities or other institutional activities directly and specifically provided by law.

13.3. The association has the obligation to reinvest any profits and operating surpluses exclusively for the development of functional activities to the pursuit the aims of the association.

ART. 14 - Income-statement of cash flows

14.1. The economic-financial report of the association is annual and runs from January 1st of each year. The final budget includes all revenues and expenses for the past year. The budget bill contains forecasts of expenditure and revenue for the following financial year.

14.2. The economic-financial statements are prepared by the Treasurer, verified firstly by the EC Committee and proposed for approval to the General Assembly with the majorities mentioned in this this Constitution. They should be distributed to all the members of the Association at least 20 days before the date of the General Assembly meeting.

14.3. The final budget must be approved by 30 April of the year following the financial year end.

ART . 15 - Dissolution and transfer of the assets

15.1 The possible dissolution of the Association will be decided only by the members as detailed in the above listed Article 9.

15.2 In the event of dissolution of the Association, for any reason, the Association has the obligation to devolve its assets to other non-commercial entity that performs a similar institutional activity , unless otherwise assigned by law with similar purposes or to public purposes , following the opinion of the Monitoring Authorities mentioned in Article 3, paragraph 190, of the law n .662, December 23rd , 1996 , and unless otherwise required by law.

ART . 16 - Final Provisions

For all that is not expressly covered by this Constitution the provisions of the (Italian) Civil Code and the related laws in force will be applied.