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WPDA
BY-LAWS
Registered
in Milan, Italy.
December 10, 1998 - Amended September 07, 1999
Name
and Headquarters - Article 1
The
Association "World Parkinson’s Disease Association", based
in Via Zuretti 35, Milan, Italy, is hereby formed and will be governed
by the following by-laws to be amended as the need may arise. The official
language will be the English language.
Goals
- Article 2
The
Association is a not-for-profit organization with no political affiliations.
To maintain its total and absolute independence and impartiality, the
Association will not endorse, defend or promote the interests of any medical,
hospital or pharmaceutical entity or any other entity with lucrative or
promotional purposes. In the development of its activities, the Association
will not discriminate against race, color, social condition, political
or religious affiliation.
The goals of the Association are as follows:
1) To improve the quality of life of Parkinson’s patients worldwide.
2) To broaden public awareness and contribute to the development and sharing
of greater knowledge and information about Parkinson’s disease;
3) To establish guidelines for a "continuum educational program"
for patients of this disorder and make it available in writing and on-line;
4) To encourage the standardization of diagnostic procedures and of medical
and surgical therapies;
5) To support research on Parkinson’s disease even through eventual
promotional campaigns
6) To establish and maintain contacts with national and international
organizations with the aim of promoting laws, regulations and measures
in favor of patients suffering from Parkinson’s disease
Goals
Implementation - Article 3
In
order to attain the above objectives, the Association will establish computerized
connections, take part in and/or finance research activities, urge pharmaceutical
companies and government institutions of the various countries to support
the guidelines recommended by the associations of Parkinson’s patients,
coordinate and promote interchange of information among its members with
the aim of solving problems of mutual interest and pursue any other activity
which may prove useful for attaining the Association’s goals.
Membership
- Article 4
Only
organizations officially recognized by the governing authorities and laws
in effect in each individual country, may be members of the Association.
The applications for membership shall be reviewed and decided upon by
the Association’s Board of Directors on an individual basis. Duration
of membership in the Association will be indefinite, provided the requirements
for membership are satisfied. Membership fees will be recommended by the
Board of Directors to the General Assembly with the understanding that
the fees will be waived for the first two years of the Association.
Members are entitled to:
a) Take part to the meetings of the General Assembly with one voting representative
per association. Voting will be regulated according to standard voting
rules and regulations. The members can be represented at the General Assembly
by a delegate holding a proxy in writing. No more than two (2) proxies
can be held by the same delegate.
b) Select the members of the Association’s committees.
c) Membership fees will not be transferable to another member and will
not be refundable. Members who for any reason will terminate their membership
will loose their rights to the Association’s assets.
Assets
- Article 5
The
assets of the Association shall consist of:
a) Real estate and financial assets which will become the Association’s
property;
b) Reserve funds resulting from operating surplus.
The
revenues of the Association shall be as follows:
1) membership fees;
2) gifts and donations;
3) income deriving from fundraising and investment of funds;
4) any other proceeds which contribute to increase the Association’s
assets.
The funds collected shall be used for:
a) paying the operating costs of the Association
b) financing scientific research in individual countries;
c) attaining the Association’s objectives.
The Board of Directors shall not distribute, directly or indirectly, any
of the assets of the Association unless as authorized by the various Committees
or required by law.
Financial
Year - Article 6
The
financial year shall run from January 1st to December 31st. The financial
report of the Association shall be prepared by the Board of Directors
each year by April 30th and shall be submitted for review and approval
by the General Assembly at the time of its regularly scheduled meeting.
Association’s
Committees - Article 7
The
Association shall be composed by:
a) The General Assembly
b) The Board of Directors
c) The Executive Committee
d) The Scientific Committee
A)
General Assembly
All
paid up members shall belong to the General Assembly and shall be entitled
to take part in the meeting of the Assembly. The General Assembly shall
be convened at least every year through direct notice in writing and by
Internet to each and every member. The notice convening the Meeting shall
be sent at least 60 days before the date of the meeting and shall contain
the agenda. An extraordinary General Assembly meeting shall also be convened
following a justified request signed by at least one-third of the members.
The General Assembly shall review and approve the financial statements
for the prior year, the budget for the following year, establish the policies
and general goals of the Association, appoint the members of the Board
of Directors and recommend the members of the Scientific Committee. The
General Assembly shall be chaired by the President of the Board of Directors
or in his/her absence by the Senior Vice-president. Minutes will be taken
of the decisions made during the General Meeting, signed by the President
and the Secretary and included in a minutes book kept by the Secretary
of the Association.
B)
Board of Directors
The Board of Directors shall consist of up to 10 members appointed at
the meeting of the General Assembly. The Board of Directors must represent
all the countries worldwide. It shall therefore, hopefully include:
a) The President,
b) A representative from Africa, who shall act as a Vice-president;
c) A representative from North America, who shall act as a Vice-president;
d) A representative from Central and South American, who shall act as
a Vice-president;
e) A representative from Asia, who shall act as a Vice-president;
f) A representative from Europe, who shall act as a Vice-president;
g) A representative from Oceania, who shall act as a Vice-president;
h) The Scientific Coordinator;
I) A Secretary;
j) A Treasurer
Each Director shall have a two-year tenure and can be reelected
for a second two-year term. In the event of either resignation or death
of a Director, the Board shall replace him/her with a nominee satisfying
the requirements of the Director no longer available. The nominee will
maintain the position until the time of the following election. The Board
of Directors shall meet at least once per year, even through internet
(telematic) connection, whenever the President judges it necessary or
at the request of at least half of its members.
The Board of Directors shall establish the guidelines to be followed in
order to attain the Association’s objectives as defined by the General
Assembly. The Board of Directors shall also appoint the members of the
Executive Committee. The Board of Directors shall be chaired by the President
and, in his/her absence, by the Senior Vice-president. Minutes of decisions
taken shall be signed by the President and the Secretary and shall be
held in a bound book.
No remuneration or compensation will be paid to members of the Board of
Directors or of any committee of this Association. Only the cost of travel
and accommodation of the members of the Executive Committee on approved
official business upon presentation of proper documentation (receipts,
invoices, etc.) will be paid by the Association.
C)
The Executive Committee
The
Board of Directors may delegate some of its functions to an Executive
committee made up by some of its members. The Executive Committee will
be in charge of the day-to-day management of the Association and is responsible
for calling the Meeting of the General Assembly. The Executive Committee
is made up by the President, a general manager, a treasurer, a secretary
and the Scientific Coordinator.
D)
Scientific Committee
The
Scientific Committee consists of three or more Parkinson Disease experts,
a coordinator member of the Board of Directors and a scientific secretary
nominated by the Executive Committee.
The Scientific Committee shall represent the various parts of the world
and shall review and encourage the dissemination of information about
Parkinson’s disease. It shall also select the research projects
that the Association may support and the location where such projects
shall be undertaken.
Committees
Decisions - Article 8
Validity
of Association’s By-laws and decisions taken by the General Assembly,
Board of Directors and the Executive Committee (each of the Association’s
Committees to be valid) require the approval by a specific number of members
(called a quorum). At the first call of the meeting a valid quorum shall
be represented by one-third of the Committee members, present in person
or by proxy. If a valid quorum is not present at the first call, a second
and final call shall be made one hour later. The members present at this
time shall represent a valid quorum and items on the agenda will be taken
under consideration and decided upon. An absolute majority shall be also
required in both instances for a decision to be valid according to the
By-laws of the Association.
Termination
- Article 10
In
the event the termination of the Association shall be decided by the General
Assembly, the General Assembly shall also appoint one or more official
receivers. The assets remaining after paying all the debts shall be donated
to another public not for profit Parkinson Association, also selected
by the General Assembly or to another not-for-profit organization, according
to Article 3, paragraph 190 of the 23 December 1996, no. 663, unless otherwise
ruled by the law. |