Statuto

È costituita un’ Associazione scientifica a carattere interdisciplinare, nella forma di associazione non riconosciuta ai sensi degli art. 36 ss. c.c. denominata: “EUROPEAN LUNG CANCER PARTNERSHIP – WOMEN AGAINST LUNG CANCER in EUROPE: A PROFESSIONAL ALLIANCE FOR EDUCATIONE AND RESEARCH – DONNE CONTRO IL CANCRO AI POLMONI IN EUROPA: UNIONE PROFESSIONALE DI EDUCAZIONE E RICERCA” con sigla WALCE ONLUS oppure W.A.L.C.E. ONLUS.

Documenti:
Lo Statuto di WALCE Onlus  (formato .pdf 8mb)

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Art. 1 – Setting up

An Interdisciplinary Scientific Society is set up under the form of a society without legal personality in accordance with art. 36 and the following ones of the Italian Civil Code. Its name is: “EUROPEAN LUNG CANCER PARTNERSHIP – WOMEN AGAINST LUNG CANCER in EUROPE: A PROFESSIONAL ALLIANCE FOR EDUCATION AND RESEARCH – DONNE CONTRO IL CANCRO AI POLMONI IN EUROPA: UNIONE PROFESSIONALE DI EDUCAZIONE E RICERCA” abbreviated in WALCE ONLUS or W.A.L.C.E. ONLUS.
The Society is set up under the form of a ‘Non-profit organisation of social utility’ in accordance with and pursuant to the provisions referred to in Art. 10 and the following ones of the Italian law No. 460 dated December 4, 1997 enacted under delegated power. The phrase ‘Non-profit organisation of social utility’ or the acronym ‘ONLUS’ will appear in the name, in any communication intended for the public and in every distinctive mark. The Society has an unlimited duration.

Art. 2 – Character of the Society

The Society, in accordance with the provisions of the by-laws terms hereafter, has the following character and requirements:

a) it is a non profit-making organisation only pursuing aims of social solidarity;
b) it carries on only the activities specified in Art. 3 hereafter and those directly related to such activities;
c) it does not distribute, even indirectly, profits and managing surpluses as well as funds, reserves or capital during its life, unless the allocation or distribution are imposed by the law or are made in favour of other non profit-making organisations of social utility which, by law, social by-laws or regulation are part of the same unitary structure;
d) uses profits or managing surpluses for implementing institutional activities and other ones directly related to them;
e) in case of winding up for whatever reason, it will assign the organisation assets, having consulted the controlling body, to other Onlus or for aims of public utility, unless otherwise provided for by the law.

What specified in the previous subparagraph will comply with the limitations and conditions envisaged in the Italian law No. 460 dated December 4, 1997 enacted under delegated power and following amendments and integrations.

Art. 3 – Activities of the Society

WALCE Onlus is a non profit-making organisation only pursuing aims of social solidarity in the field of social and health care, of education and training towards people suffering from lung cancer. The social subject will also include the support to the investigation of mankind differences in the fields of the etiology, treatment and prevention of lung cancer as well as the formation of a network of health professional women. All activities undertaken by the Association will strictly observe the 2 ethics and scientific methodology.

a) to offer free care, guidance and updated services in the prevention, diagnosis, treatments and side effects of the disease, through the most appropriate means of communication and the website from patients suffering from lung cancer. In the website will also set up a database with details and information about all clinical trials underway in Italy (and, only later in Europe): for each clinical trial will be shown the characteristics of the molecule, the characteristics that the disease must have because the patient had access to this therapy and centres where the study is ongoing. This project is designed to make clinical trials available to all patients and not just those living near large centers specializing in Pulmonary Oncology. The database will present information on doctor responsible for the study, so that the patient may require a specialized visit and discuss the feasibility and the utility of the treatment.
WALCE will provide, through the online site, a “direct line” with the specialist, allowing the patient and his family to ask specific questions in the field of preventive, diagnostic, therapeutic pulmonology, (oncology, radiotherapy and surgery), psychological. For various specialties will also be possible to derive from the on-line site indications on the specialist logistically closest to the patient�s residence so that he might also plan advice if necessary.
b) To place attention on social interest issues, particularly with regard to recognition and protection of human and emotional rights of the patient suffering from lung cancer:
1) through direct interventions;
2) through a work of awareness and information to the public opinion;
3) through any other practical initiative suitable for the achievement of that goal. The site will provide information on cancer patient rights. The Association WALCE aims to provide guidance on this matter at national level, including exploiting contacts and collaborations with other associations already consolidated in this field, which (for example) Active Citizenship (Italian association for the defence of chronic patient rights).
The website will provide information on other voluntary associations involved on terminal phase people, who can no longer access to hospitals and for whom t is possible to set a programme of palliative care at home. WALCE has set up a “Women Campaign” with the aim of encouraging women suffering from lung cancer and those who live next to patients suffering from this disease to cultivate their hobbies and interests. The project consist pf the creation of small craft items to actively contribute in the development and maintenance of WALCE; with the object everyone will be able to enter the site its own history and experience that will support psychologically other people in the same condition .
c) To organize courses for volunteers (with different levels of competence) in order to provide their education and technical assistance updates in the field of pulmonary oncology.
d) Once constituted a group of volunteers, to organize material assistance services in support of patients in different manners depending on needs and requests in European countries. In Italy volunteers will be used to accompany patients suffering from lung cancer to make examinations and treatments in control regime Day Hospital.
e) To provide news and updates on the disease: this objective will be pursued by selecting scientific articles recently published, emphasizing the aspects and providing a summary understandable even to people who do not have a scientific and/or medical. Texts containing information on prevention, screening, early detection, diagnosis and treatment of lung cancer will be drafted from specialists in the field of pulmonary oncology. These texts will be periodically updated and/or integrated and translated into several languages (initially English, Spanish, French and German) whereas the association has a European character.
f) To aware the public opinion, government and media on all issues related to lung cancer. The association aims to select addresses of health or business or public structures that may be involved in exposure to carcinogenic factors for lung cancer, which could be into prevention programmes or who simply need more character epidemiological information regarding the disease lung cancer. Once selected these structures such information will be periodically sent (providing the availability of personnel as part of the Scientific Committee to learn about various topics). To carry out this task also at European level WALCE is already part of a European Advocacies Group, regarding also other malignancies. Together with the Ministry of Health, WALCE aims to expand prevention prevention programmes in public schools, using material already prepared.

The association will ensure its collaboration with other institutions for the implementation of initiatives that fall in their purposes. For the best achievement of social purposes, the Association may own and/or manage and/or take or grant leased property (whether they are mobile and/or buildings), make contracts and/or agreements with other associations and/or third parties in general.

Art. 4 Structuring and Rules

The Society may be organised in Regional Sections governed by specific rules approved by the Board of Directors.
The Society may be federated or confederated or affiliated with other national or international Societies having analogous, convergent or similar characteristics and social purposes, keeping always its own by-laws, its juridical and functional autonomy.
The Society may adopt special explanatory and governing rules, drawn up and proposed by the Board of Directors and approved by the Members’ Meeting.

Art. 5 – Headquarters

The Society has its registered office at the Department Structure of Lung Oncology of San Luigi Gonzaga Hospital in Orbassano – Regione Gonzole 10 – Orbassano -Turin; The Society registered office can be changed through a simple resolution of the Board of Directors.

Art. 6 – The Assets and Receipts of the Societye

The Society assets include any movable and immovable given to the Society for any reason as well as all its property and financial rights.
The assets and the financial means ensure the exercise of the Society activity. The Society receipts are composed of: Membership fees of Ordinary Members Voluntary contributions Donations Funds arrived following public fund raising made from time to time.
Membership fees cannot be transmitted, except for transfers because of death, anyway they cannot be re-evaluated. The Member who for any reason ceases to be part of the Society cannot require the sharing-out of the common fund.
Ordinary fees are due for the entire fiscal year under way, independently of the moment of registration of new members. The resigning member, or anyway the member ceasing to be part of the Society has to pay the membership fee for the entire fiscal year under way. It is prohibited to distribute, even indirectly, profits and managing surpluses as well as funds, reserves or capital during the organisation life, unless the allocation or distribution are imposed by the law or are made in favour of other non profit-making organisations of social utility which, by law, social bylaws or regulation are part of the same unitary structure.
Profits or managing surpluses will be used for implementing institutional activities and other ones directly related to them. in case of winding up of the Society for whatever reason, the organisation assets will be assigned to other non profit-making organisations of social utility or for aims of public utility, having consulted the controlling body referred to in Art. 3, subparagraph 190, of the Italian law No. 662 dated December 23, 1996, unless otherwise provided for by the law.

Art. 7 – Fiscal Year and Economic and Financial Statement

The fiscal year closes on December 31 of each year. The yearly economic and financial statement is prepared by the Treasurer within four (4) months from the end of the fiscal year, is checked and evaluated by the Board of Auditors and then submitted to the Members’ Meeting for approval. The Statement is affixed at the Society headquarters at least two (2) weeks before the Members’ Meeting.

Art. 8 – Members

I soci si distinguono in: Ordinari, Sostenitori, Onorari, Benemeriti. Members are divided into: Ordinary, Supporting, Honorary, Meritorious Members. The physicians and nurses who want to share the Society purposes are Ordinary Members. All the persons or the Societies that want to share the Society purposes are Supporting Members; their admission is not conditioned by a contribution in money.
The lovers of disciplines related with the Society purposes who gave important contributions with their scientific or professional activity are Honorary Members. They are appointed permanently by the Members’ Meeting on a proposal of the Board of Directors.
The representatives of Scientific Societies interested in any way in the study of lung cancer as well as the delegates of Institutions and/or companies and/or enterprises interested in the study and in financing the scientific activities promoted by the Society are Meritorious Members. They are appointed by the Board of Directors for five years. Any form of temporary participation in the life of the organisation and its Members is excluded.

Art. 9 – Admission to the Society and Revocation

The admission of Members is on a free-basis.
The candidates shall submit an application in writing to the President.
The acceptance of the applications for admitting new Members is decided by the Board of Directors.
The admission application shall contain the commitment to observe the present by-laws, the internal rules if any and the provisions of the Board of Directors. In case of denial, the Board of Directors is not obliged to explain the reason for such denial.
Memberships start from the date upon which the application is accepted.
Admission to the Society is for an indefinite time and cannot be ordered only for a temporary period, although the right of withdrawal is always valid.
Admission to the Society guarantees to the Member the voting right in the ordinary and extraordinary Members’ Meeting as well as the right to be a candidate in the election of the organs of Society.
The title of Ordinary Member is revoked:

a) for voluntary resignation;
b) for loss of one of the requirements on the basis of which the admission was decided;
c) after two consecutive years of non-payment of the membership fee;
d) for serious reasons (moral reasons, a behaviour contrary to the aims of the Society);
e) for the Member’s death.

In cases 2 and 3 the revocation is decided by the Board of Directors, upon a written formal notice of the reasons and after the examination of the defence submitted by the Member and the opinion of the Conseil des Prud’hommes.
In case of revocation, the Member may submit again the admission application after a year of absence.

Art. 10 – Rights and Duties of the Members

Being part of the Society is a free and voluntary choice, but engages the members to respect the regulations of these by-laws as well as the resolutions taken by its representative organs according to the powers established in these by-laws. In particular the Member shall keep a correct behaviour both in internal relationships with other Members and with Third Parties and refrain from any deed which may harm the Society. Members are informed by the Secretary about all the Society activities and receive a Society Member Card. All Members have the right to be summoned for the Members’ Meeting and have a voting right in the resolutions, especially those concerning the approval and the changes in the by-laws and the rules and the appointment of the governing organs of the Society. The Ordinary Members have the right to vote only if they have regularly paid their membership fee. Moreover the Ordinary Members have the right to vote for the approval of the economic and financial statement and during the elections of the governing organs. The title of member is not subject to any time limitation. All Members have the duty of contributing to the achievement of the Society aims envisaged in these By-laws.

Art. 11 – Disciplinary Sanctions

The Member not observing the by-laws, the rules if any and the provisions enacted by the Board of Directors in the context of its powers, being responsible of disciplinary infringements or infractions or anyway attempting with his behaviour to the good name of the Society may be hit by the following sanctions decided by the Board of Directors:

a) written warning for mild disciplinary infringements or infractions;
b) suspension in the exercise of the Member’s rights;
c) expulsion.

It is possible to appeal to the Conseil des Prud’Hommes against the resolutions taken by the Board of Directors on the disciplinary matter. In such a case the effectiveness of the measures referred to hereinabove is suspended up to the decision of the Conseil des Prud’Hommes.
The appeal should be presented together with the reasons within thirty days from the notice of the measure to the person involved. The decisions of the Conseil des Prud’Hommes should be enacted within maximum thirty (30) days from the submission of the appeal and notified for information to the Board of Directors and the members involved within sixty (60) days.

Art. 12 – Governing Organs

The Society organs are: the General Members’ Meeting (ordinary and extraordinary), the President, the Secretary, the Treasurer, the Board of Directors (BOD), the Board of Auditors, the Conseil des Prud’Hommes. Members can be appointed to only one office in the Society. The members of the Society organs who should incur in one of the disciplinary sanctions envisaged in these by-laws made final following the decision of the Conseil des Prud’Hommes are automatically revoked from their office.

Art. 13 – Members’ Meeting

The Members’ Meeting is the sovereign organ of the Society. The Society general orientations are identified in this seat. Here are taken the fundamental decisions about the guidelines with which all social bodies shall comply.
All Society members having paid the yearly fees are entitled to participate to both the ordinary and extraordinary Meeting.
The ordinary Meeting is summoned by the President, also with the help of the Board of Directors, by means of a notice sent by the Secretary.
The ordinary Meeting has the following tasks:

a) discussing and deciding on the budgets and the final accounts and the preliminary and final reports of the Board of Directors;
b) electing the members of the Board of Directors, of the Conseil des Prud’Hommes, the Auditors;
c) fixing, on proposal of the Board of Directors, the admission quotas and the social contributions, as well as the penalty for delay in payments;
d) approving the internal rules if any, drawn up by the Board of Directors.
e) discussing and deciding on any other subject of ordinary importance and of general interest on the agenda.

The Members’ Meeting gathers at least once in a year to discuss and take decisions on the following agenda:

a) Economic and financial statement accompanied by the Board of Directors’ Report on the activities carried out by the Society and by the Treasurer’s and Board of Auditors’ reports;
b) President’s Report;
c) Conseil des Prud’Hommes’ Report;
d) Social activity;

The members can obtain, provided that the relevant written request, underwritten by at least one fifth (1/5) of the members, arrives to the Board of Directors within one month from the date of the Meeting, the inclusion of subjects to put on the agenda of the Members’ Meeting.
The above-mentioned agenda concerning the Members’ Meetings shall make reference to the other problems of different kind and nature that will appear from time to time and on which the Members’
Meeting will take decisions. The call of the ordinary Meeting is notified by recommended letter or telefax or e-mail sent at least two (2) months before the meeting.
The extraordinary Meeting decides on the changes in the social by-laws, on the Society change, merger and winding up as well as on any other subject of extraordinary character and of general interest on the agenda.
All Members, provided that they have paid the membership fees, are entitled to vote for the resolutions and have the right to elect the Society governing organs. Elections are carried out with the majority system in one-round voting. Each member can delegate in writing the participation to the Meeting and the exercise of the voting right to another Ordinary member up to a maximum of twenty (20) proxies per each member (specification: 1 vote for the delegated member plus 2 votes for delegating members).
The minutes of the ordinary or extraordinary Meeting are drawn up by the Secretary, read and approved by the majority of the present members and signed by the President and the Secretary. All the Meeting minutes will be gathered in the original in a special book available at the Society headquarters. All members will be able to freely inspect it as well as to ask for a copy or extract of each minutes.

Art. 14 – President

The President is an Ordinary Member directly elected by the Board among the Directors and remains in office for four (4) years. During the first year he takes the title of President-Elected and acts as Vice-president, in the second and third year he becomes President-in-Office and in the fourth Past President. The President-in-Office legally represents the Society and directs the institution in all its activities; he works in cooperation with the Secretary he can choose within the Board of Directors or outside it, among the Ordinary Members. The Secretary remains in office for four (4) years, unless he is confirmed for another four-year-period, up to a maximum of eight (8) years as a whole. The President, for any issue of financial nature regarding the Society, co-operates with the Treasurer who is appointed by the Board and chosen among Directors. The Treasurer remains in office for four (4) years, unless he is confirmed for another four-year-period, up to a maximum of eight (8) years as a whole. In case of need, he can adopt urgent measures which should be ratified within twenty (20) days by the Board of Directors. Furthermore, the President has the faculty of delegating to other members of the Board of Directors specific functions. If the President is absent or indisposed, the Vice-president shall take his place. Only the intervention of the Vice-president proves for Third Parties the temporary absence of the President. The President office can be renewed for only two (2) consecutive periods.

Art. 15 – Board of Directors

The Board of Directors is composed of sixteen (16) person, all Members, belonging to, at least, three (3) different speciality disciplines or social components. Four (4) Directors are directly elected by the Members’ Meeting every year, they remain in office for a four-year period and can immediately be re-elected for maximum other two (2) mandates. Here is the composition of the Board of Directors: eleven (11) Physician Members, four (4) Nurse Members, a representative of Patients’ Associations. This composition can be changed upon approval of the Board of Directors to attain the full representation of multidisciplinarity. The Board of Directors cooperates with the President in carrying out all the functions, including the directive, operating and administrative tasks. The Board of Directors is summoned by the President by giving notice in writing at least thirty (30) days before the meeting. Furthermore, it shall also be summoned when at least one third (1/3) of directors ask for such a call. The Board of Directors is validly constituted and can deliberate if at least seven (7) Directors are present. At the Directors’ meetings may participate, upon invitation and as consultants, experts whose presence is considered necessary. The Board passes resolutions by the majority of the Directors present; in the event of a tie, the President’s vote or the vote of his deputy will prevail. The sessions and decisions of the Board of Directors are confirmed by the minutes signed by the President and the Secretary. Directors are obliged to maintain the maximum confidentiality on the Board discussions and decisions. Only the Board through a specific resolution can reveal the decisions which it is advisable and convenient to publicise outside. The Board of Directors is the Society organ competent for:

a) the ordinary and extraordinary administration of the Society;
b) proposing or assessing the scientific programmes of the congresses and training courses and the appointment of the members of their scientific committee;
c) controlling the management of expenses;
d) preparing the economic and financial statement and proposing the amount of the yearly membership fee;
e) proposing new directions and changes in the by-laws;
f) summoning the Members’ Meeting;
g) preparing the deeds to be submitted to the Meeting;
h) executing the Members’ meeting resolutions;
i) preparing the yearly report on the activities carried out and the goals attained to be submitted to the Members’ Meeting;
j) ratifying or rejecting the urgent measures adopted by the President;
k) deciding on any issue regarding the Society activity for the implementation of its aims following the directions of the Meeting and assuming all the necessary initiatives;
l) preparing the preliminary and final accounts to submit to the Meeting;
m) giving opinion on any other subject submitted to the Board by the President or by any other member of the Board of Directors;
n) deliberating on members admission;
o) reviewing at the beginning of each social year the members’ list to verify if the admission requirements of each member are still present, taking suitable measures if not;
p) in case of need, checking the permanence of the above-mentioned requirements;
q) deciding on the Society accession and participation to public bodies and private institutions which are of interest to the Society activity by appointing the representatives to be chosen among members;
r) appointing the Secretary and the Treasurer of the Society;
s) drawing up the internal rules if any;
t) fulfilling all the practices regarding the start and interruption of collaboration and employment relationships;
u) imposing disciplinary sanctions.

The Director that, though regularly summoned, does not participate for three consecutive times to the Board meetings, is revoked from the Board of Directors, unless an Act of God proven by the person involved.

Art. 16 – Replacement in the Governing Organs

In case of absence or revocation of the President, the Vice-president will take his place. In case of loss of a Director, the Board replaces him with the first of the non elected members in his discipline or social component. In the event of a tie, the member having the oldest membership will be appointed. The person replacing the ceased Director remains in office for the same residual period of the ceased Director. The new Directors will be revoked together with the others of the same voting round. In case of voluntary resignation of four (4) or several Directors for dissent with the President, the Conseil des Prud’Hommes will solve the problem. The Board will give a compulsory and binding opinion within sixty (60) days from knowledge of the fact. If the opinion is negative for the President, the resigning Directors will be restored and the President is declared revoked; if the opinion is favourable to the President, the Board of Directors is completed in compliance with the previous subparagraph.

Art. 17 – Length of Office and Turnover

The members of the Board of Directors remain in office for four (4) years and can immediately be re-elected during the Members’ Meeting or the National Congress.

Art. 18 – Board of Auditors

The Board of Auditors is an administrative supervisory body having the following tasks:

a) to express, if requested, opinions of legality on deeds of administrative and property nature;
b) to control the Society administrative trend;
c)to control the regular keeping of accounts and the correspondence of the financial statements to the accounting records preparing a report to the final statement to submit to the Members’ Meeting for approval.

It is composed of three standing members and two alternate members appointed by the Members’ Meeting as follow: two standing and one alternate auditors chosen among the members of the Meeting; one standing and one alternate auditors chosen among external Professionals regularly registered in the roll of Auditors. It appoints its own President who remains in office for four (4) years. When necessary, the Board votes by a simple majority, by show of hands, on the basis of the number of the Auditors present. In the event of a tie, the President’s vote will prevail. The task of Auditor is incompatible with any other social office. The Auditors draw up the minutes of their meetings which will be stored by the Secretary of the Society.

Art. 19 – Conseil des Prud’Hommes

The Conseil des Prud’Hommes is an organ of internal jurisdiction that guarantees the respect of bylaws and regulations. It has, in particular, the task of:

• a) interpreting the rules laid down in by-laws and regulations and provide the governing bodies with opinions on their correct application;
• b) releasing, if requested, opinions on the legality of deeds, documents and decisions of the governing bodies.
• c) settling the disputes arisen among members, between members and the governing bodies and among the governing bodies.

The Conseil des Prud’Hommes exercises functions of guarantee and arbitration as to the internal and external life of the Society, having the right-duty of expressing opinions on the problems submitted to it by the President, or the Directors, or the Members, all being entitled to a written answer. The Conseil des Prud’Hommes’ opinions are not binding, but shall be mentioned in the agendas and in the decisions. On the contrary the opinion is binding for the Society in the event of resignation of four (4) or several Directors because of dissent with the President.
The Conseil des Prud’Hommes is composed of the former Presidents of the Society not being part of the Board of Directors in office. It is regularly constituted and can validly deliberates when at least three (3) members are present. It is chaired by the Past President of the Society, provided that he has not been revoked, or by one of his delegates; it sends, only when necessary, to the ordinary Meeting a yearly report on its activity. The Conseil decisions should be taken with respect of the right to a fair hearing and cannot be appealed. The Conseil des Prud’hommes draws up the minutes of its meetings.

Art. 20 – The Secretary and the Treasurer

The Secretary and the Treasurer are appointed by the Board of Directors. The Secretary directs the offices of the Society, deals with current business, carries on any other task assigned to him by the President or the Board of Directors who also give him instructions for the implementation of his tasks. In particular he draws up the minutes of the Members’ Meeting and of the Board of Directors, attends to the mail, keeps the members’ book, transmit invitations for Members’ Meetings, looks after the relationships between the Society and public administrations, local authorities, credit institutes and other institutions in general. The Treasurer looks after the Society administration and keeps the relevant accounts, carries out the related audits, checks how accounts are kept, prepares the preliminary and final statement to be submitted to the Board accompanied by a specific report.

Art. 21 – Winding up of the Society

The Society winding up is deliberated by the Extraordinary Meeting which provides for the appointment of one or several liquidators and decides on the transfer of the assets. In this case the Meeting by a simple majority of its Members can establish that the assets are assigned in favour of others Societies having similar aims or to goals of public utility, having heard the opinion of the public authority and unless otherwise assigned by the law.

Art. 22 – Transitional Rules

Upon the setting up of WALCE Society, following the indications of the Founders, the provisional Board of Directors, composed of eleven (11) members, enters on with the task of publicising the Society creation, of drawing up the Rules, of organising the first Meeting during which the social offices will be distributed and the other social Organs will be appointed, including the first Conseil des Prud’Hommes, in observance of what provided for in these By-laws. For the first application, all the components of the provisional Board of Directors can be elected. The provisional Board of Directors decides what are the five (5) Directors who are revoked to be replaced by the three (3) newly elected Directors upon the first election and the three (3) Directors who will be replaced upon the first election.

Art. 23 – Consultants

The Board of Directors may take advantage of the activity of consultants appointed for specific functions or, should a Director carry out special activities inside the Board, once attained the end of his office, he will be able to continue his work from the outside as a consultant. The consultants will be organised in committees which will cooperate with the Board of Directors and respond directly to it. A special committee, called Panel, for the companies operating in the field of lung cancer is set up. Such a Panel, which is a permanent facility with its own mission statement, shall interact with the Board of Directors and make proposals to it in the different social fields for specific projects and initiatives. The Panel is composed of persons coming from the Companies and directly appointed by the same and it is coordinated by a Director serving as a link. Each Company may be represented by maximum two (2) members who shall insure continuity. The Board of Directors can in turn ask to individual members or to the Panel as a whole consultancies on specific subjects. The Panel shall have its own rules which should be discussed and approved together with the Board of Directors.

Art. 24 – Governing Law

For what has not been envisaged in these by-laws, the provisions of the Italian Civil Code concerning Associations may apply in every respect.

Art. 25 – Arbitration Clause

Any dispute arising in relation to the execution or interpretation of these by-laws and which could be the object of a compromise will be submitted to the judgement of a friendly arbitrator who will judge by equity and without formalities as in a voluntary arbitration. The arbitrator will be chosen by mutual consent by the parties to dispute. In case of disagreement, the arbitrator will be chosen by the President of the Court competent for the Society headquarters.