Terms and conditions of use
The SIMeF site was created on the initiative of the Society for Applied Pharmacological Sciences (SIMeF) and the user undertakes to accept and adhere to the conditions for the use thereof listed below, and to use the site whilst complying fully with applicable laws on the subject.
Guarantees and limits of responsibility
The SIMeF constantly monitors the accuracy and updating of the information and data therein contained. Nonetheless, the SIMeF does not take any responsibility for any inaccuracies, incompleteness or errors committed involuntarily, including damage caused by possible viruses.
Specifically, the SIMeF does not take any responsibility for the information included under the “job opportunities” section, which also contains advertisements originating from third parties, which in good faith, it is assumed are compliant with applicable legislation on the subject.
The news contained on the site and associated therewith has the objective of providing information on SIMeF activities and members' areas of scientific and professional interest.
The links to other user sites are provided on the site solely for the user's convenience. The SIMeF does not provide any guarantees regarding their content.
The SIMeF reserves the right to change the information and data contained on its site at any time, and not to publish advertisements from third parties at its own discretion and without notice.
Title I. Company Name - Registered office - Purpose - Term
A cultural Association is hereby established with the name "Società di Scienze Farmacologiche Applicate" (in English Society for Applied Pharmacological Sciences) also abbreviated to "SIMeF", which operates throughout Italy.
The registered office is at Viale Abruzzi 32 in Milan.
The primary purpose of the Company is to promote and coordinate initiatives of a scientific nature in the field of biomedical sciences applied to the research and development of new therapeutic products. These initiatives are conducted among and for its members, by means of conferences, meetings, courses and seminars on topics pertinent to the Company's scientific interests, in order to:
a. support scientific research in Italy;
b. promote the spread of knowledge in the sector and promote the scientific and professional training of young researchers;
c. safeguard and add value to scientific work conducted by experts in the biomedical disciplines that take part in creating new therapeutic products;
d. officially express members' opinions on scientific, technical and moral problems associated with their specific activities;
e. maintain contact with other national and international Societies that have a similar purpose;
f. maintain contact with public and private bodies in the scope of pharmaceutical research.
The Association is a non-profit organisation.
The term of the Association lapses on 31 December 2100 and may be extended or terminated beforehand on the basis of a decision taken by the Members' Meeting.
Title II - Assets
The assets comprise:
1. the moveable and immoveable goods that shall become the Association's property;
2. any reserve funds established from the budget surplus;
3. ny disbursements, donations and bequests.
The Association's earnings comprise:
• the Association membership fees
• the proceeds from organising events, initiatives or participating in these;
• any other earnings that contribute to increasing the company assets, such as for example:
a. funds received from random fund raising, which may also include offers of goods with a modest value;
b. contributions made by Public Administrations to conduct the activities under the scope of the corporate purpose and contributions for events with a social purpose.
In the event of the Association's dissolution for whatever reason, the assets shall devolve to another similar non-profit organisation or to a public interest organisation, after consulting with the supervisory body referred to under Art. 3, paragraph 190 of Italian Law No. 662 of 23 December 1996 and subsequent amendments, unless allocated otherwise by applicable legislation at the time of its dissolution.
The Association contribution is not transferable.
Title III - Members
Natural persons that are adults and both public and private Entities that propose actively contributing to the pursuit of the Association's objectives may become members of the Association.
On registration, Entities shall provide the details of the people vested with exercising all the powers and rights in terms of the By-law; any subsequent changes shall be promptly notified in writing.
Ordinary members are adult natural persons and the Entities that applied for membership, with the application countersigned by two Members, and accepted by a majority vote of the Association's Board, and that pay the ordinary membership fee.
ontributing members are adult natural persons and Entities whose membership application is countersigned by two Members, and accepted by a majority vote of the Association's Board, and that pay a membership fee at least ten times the ordinary membership fee.
Honorary members are adult natural persons and Entities that have made a significant contribution to the pursuit of the Association's objectives as specified under Art. 3.
Honorary members are exempt from paying a membership fee, they have a right to vote and are not eligible to stand for election as corporate officers.
The membership amount is set by the Board and ratified by the General Members' Meeting.
The membership fees relating to collective Entities, whether they be ordinary or contributing members, may be set at a higher rate than that for natural persons given their greater financial capacity.
All members are governed by the uniform rules for the Association and the Association's procedures. Any limitation in relation to the temporary nature of the membership is expressly excluded.
With the exception of honorary membership, all paid-up members have equal rights and duties irrespective of whether they are ordinary or contributing members, or whether they are a natural person or Entity. The qualification as a member envisages the right to vote in the General Members' Meeting, exercise any other right provided for under the By-law and the Law, and to fill any Association appointment, without prejudice to honorary members not being eligible to stand for election.
Members undertake to be cognisant of and spread the Association's objectives, adhere to the By-law and Association's regulations, pay the membership fee, not act in a way that is inconsistent with the purposes under the By-law, and not to gain any personal benefit from their position as a Member.
The qualification as a member lapses:
a. due to resignation;
b. due to failure to pay the membership fees for two consecutive years;
c. on the basis of the Board's decision, ratified by a majority vote of the General Members' Meeting.
Title IV - Financial Statements and Profits
The financial year end is on 31 December of each year. Within ninety days from the close of the financial year, the Governing Board shall prepare the Financial Statements (Income and Cash Flow Statement) to submit to the Members' Meeting approval.
Surpluses, including funds, reserves or capital shall not be distributed, not even indirectly, during the life of the Association, unless the allocation or distribution is imposed by law, and these shall be carried forward, capitalised and utilised by the Association for the purposes it pursues.
Title V - General Members' Meeting
The General Members' Meeting is the Association's ultimate Authority.
Both the ordinary and extraordinary General Members' Meeting decides (voting quorum) on the basis of the majority in attendance (except for the specific majorities contemplated by this By-law) and is valid (constituent quorum) during the first call when at least half the members are in attendance, and in the second call whatever the number of members in attendance.
The Meeting may be convened by the Chairperson of the Governing Board, or his/her representative, at the registered office or elsewhere in Italy, with a notice containing the agenda, sent at least thirty days beforehand, or should it be urgent, seven days prior to the date set for the meeting, to the address for service appearing in the members' register. The notice may specify that the second meeting takes place one hour after the time set for the first, in the event that the number required for the quorum is not reached.
All paid-up members and honorary members may attend Meetings.
All members are entitled to one vote; all members are entitled to vote to approve and amend the By-law and rules, and to appoint the Association's office bearers.
Members may be represented by proxy: each member may receive a maximum of two proxies; the proxy must be in writing and identify the delegating party and delegated party based on a valid identity document.
The Members' Meeting is chaired by the Chairperson of the Governing Board or his/her representative, who appoints a Secretary among those in attendance.
The General Members' Meeting meets every year, duly convened by the Board.
The Board may convene the Members' Meeting whenever it deems it necessary or on the request to the Board of the auditor(s) or at least one third of the members.
In respect of both the ordinary and the extraordinary meetings, the notice to convene the meeting, exercising the vote and any other formality may be carried out using computer equipment, provided that the existing technology allows for the parties to be identified, proves transmission and receipt, and provides certainty regarding the temporal aspects.
In terms of both the ordinary and extraordinary meeting, the use of teleconferencing, video-conferencing and any other computer method is permitted as long as they comply with the above conditions and, in particular that the Chairperson and the Secretary are simultaneously in attendance at the place the meeting was convened, and are able to identify participants, there is proof that the notice and any other documents have been sent and received, there is certainty regarding the temporal aspects, the Chairperson is able to manage the Meeting's events, it is guaranteed that discussion takes place simultaneously, the sending and receipt of documents and voting is simultaneous; the Chairperson and Secretary must prepare minutes on the Meeting and the minutes must be transcribed as soon as possible in the Members' Meeting book/register.
The minutes for the ordinary and extraordinary meetings, and in general, all documents, may be in an electronic format based on existing technology, provided the guarantees required by applicable law are in place.
The ordinary Members' Meeting:
a. sets the Association's general direction;
b. elects Board members every three years, selecting them from the paid-up members;
c. decides whether the audit body should comprise a single person or consist of three members; every three years, elects a maximum of three auditors, selecting them from the paid-up members;
d. elects the honorary members;
e. ratifies the Board's decisions regarding the expiration of members' rights;
f. provides an opinion on the Board's works and on the Income and Cash Flow Statements;
g. ratifies the membership fees proposed by the Board;
h. deals with corporate problems that do not fall under the Board, without prejudice to the right to deal with any topic deemed necessary.
With the exception of the quorum required under specific provisions of this By-law, the voting quorum for Members' Meeting decision, as contemplated by Art. 10 is generally the majority of those in attendance.
The decisions referred to under points e, f, g, must be taken by an absolute majority of voters.
With regard to members of the Governing Board and the Auditor(s), these shall be elected based on whoever has the highest number of valid votes. Each voter may vote for eleven members for the positions on the Board, and for one to three members (based on the numerical composition set under Art. 12, point c) first paragraph) for the role of Auditor.
With regard to points b) and the second paragraph of point c), voting may be secret and may be conducted by correspondence, using the forms attached to the notice convening the Members' Meeting. The forms must be received within 14 (fourteen) days after the date of the Meeting.
Title VI - Association's Governing Board
The Governing Board is appointed by the General Members' Meeting.
The eleven members with the highest votes from the Members' Meeting are elected as Board members In the case of equal votes, the outcome shall be decided by drawing lots.
The Chairperson, a Deputy Chairperson, Secretary and Treasurer are appointed among the members.
The Board Chairperson is the Chairperson of the SIMeF, chairs the ordinary and extraordinary Members' Meetings, convenes the Governing Board (on his/her own initiative or on the basis of a request received pursuant to Art. 14 by at least four Board members), usually chairs the Governing Board, is the legal representative of the Association with signing powers; in the event of objective and documented urgency, he/she may exercise the powers of the Governing Board on consultation with the Deputy Chairperson, and at his/her discretion with certain members of the Board, and promptly report back to the Board at its next meeting.
The Deputy Chairperson replaces the Chairperson in the event of his/her absence or impediment.
The Secretary is responsible for preparing the minutes of the Governing Board's meeting, and supports the Chairperson and the Governing Board in the implementation of their activities. The Secretary is responsible for retaining the corporate documents.
The Treasurer supports the Chairperson and the Governing Board in the implementation of financial activities.
The Board remains in office for three years.
The duties of the Board are to:
a. formulate a general programme for the SIMeF's activities every year, which is submitted for the General Members' Meeting approval, and to see to its implementation;
b. convene the ordinary and extraordinary Members' Meetings;
c. promote and realise initiatives in the scope of the Association's general objectives, and especially the activities proposed by the Members' Meetings;
d. decide on the establishment of Commissions or Working Groups, setting their functions, or appointing Board members or members for special projects;
e. coordinate and control the activities of members and any Working Groups;
f. maintain contact with other scientific bodies and the public and private bodies referred to under Art. 3;
g. decide on whether to accept membership applications;
h. propose the election of honorary members to the General Members' Meeting;
i. decide on the expiration of members' rights;
j. administer the corporate assets;
k. prepare the Income and Cash Flow Statements to propose to the Members' Meeting;
l. keep registers of members, Members Meetings, the Board and accounts;
m. propose the amount for the annual membership fee to the Members' Meeting;
n. take any other action that may not be the responsibility of other corporate bodies, including the drafting of operational procedures for internal use, which fall under the By-law and the Members' Meetings' regulations.
The Board meets ordinarily six times a year, on the basis of prompt notice together with the relevant agenda.
The Board meets on an extraordinary basis at any time the Chairperson deems it necessary, or when a request has been made in this regard by at least four Board members.
In the event that questions relating to the Association's accounts are to be discussed, the notice must also be provided to the Auditor(s).
All members may participate in Board meetings.
The convening of the Board (ordinary and extraordinary) is nonetheless carried out by giving notice – to be sent at least three days prior to the meeting, unless urgent – containing the agenda, the date and time, the place and any document pertinent to the agenda as an attachment. In any case the necessary documents shall be filed with the Association's secretary.
The convening of the Board, exercising the vote and any other formality may be carried out using computer equipment, provided that the existing technology allows for the parties to be identified, proves transmission and receipt, and provides certainty regarding the temporal aspects.
The use of teleconferencing, video-conferencing and any other computer method is permitted based on the same procedures and conditions applicable for the Members' Meeting.
The minutes and in general, all documents, may be in an electronic format based on existing technology, provided the guarantees required by applicable law are in place.
Board members may not be represented by a proxy for the decisions of the Governing Board.
The expiration from the office of Board member and any other associated appointment occurs due to:
a. the loss of status as a member;
c. being absent from three consecutive ordinary meetings, without a legitimate impediment in the opinion of the Board and based on the request of at least six Board members;
d. exclusion for proven and serious reasons, in the Board's opinion, to be decided by a resolution taken by the Members' Meeting.
Board meetings may be conducted at the registered office or elsewhere in Italy; they are chaired by the Chairperson, or by the Deputy Chairperson or a specially delegated Board member in the case of the Chairperson's absence.
The Board Meetings are valid (constituent quorum) if at least six Board members are in attendance, including via teleconferencing, video-conferencing or other computer means, and provided that the guarantees pursuant to Art. 14 are in place.
The approval of the majority of members in office is required for Board decisions (voting quorum).
Board members may be re-elected to the same office for no more than two consecutive mandates.
The resigning Board member is replaced by the candidate obtaining the next highest valid votes after the eleventh member elected by the General Members' Meeting.
The Auditor or Statutory Auditors Board is elected by the General Members' Meeting.
The Auditor(s) is responsible for controlling expenses, monitoring the Association's administrative management and report to the General Members' Meeting.
The auditor or Statutory Auditors Board dedicate at least two annual meetings to the appointment. One of these meetings shall be held in the month prior to the General Members' Meeting convened to approve the financial statements for each financial year.
Title VII - Amendments to the By-law - Dissolution
Amendments to the By-law are proposed by the Governing Board or by at least one tenth of paid-up members.
The Governing Board must bring them to the attention of all members via a personal letter, and they are submitted for the approval of the extraordinary Members' meeting, which decides with a two thirds majority of voting members. A vote by correspondence is permitted.
he dissolution of the Association is resolved by the extraordinary Members' Meeting, which - based on the majority of three quarters of members entitled to vote, with voting also allowed by correspondence - shall appoint one or more receivers and shall decide regarding the distribution of any assets pursuant to Art. 5.
The use of computer technology may be utilised in the scope of the Association's activities, meetings, resolutions and the relevant formalities, provided that based on existing technology, the guarantees are in place, as required by applicable regulations and referring to the members' meetings.
For anything not specified in this By-law, the provisions contained under Title II of Book I of the Italian Civil Code and other pertinent regulations shall be adhered to, in so far as they are applicable.