CONSTITUTION
OF THE SCIENTIFIC ASSOCIATION
“INTERNATIONAL NEURO PSYCHO PHYSICAL OPTIMIZATION SOCIETY WITH REAC TECHNOLOGY”
TITLE I
GENERAL PROVISIONS
ART. 1 – A non-profit scientific association is established with headquarters in Florence, Viale Belfiore 44, under the name: “NEURO PSYCHO PHYSICAL OPTIMIZATION SOCIETY WITH REAC TECHNOLOGY”.
In its relations with foreign entities of any nature, it will assume the name in English language: INTERNATIONAL SCIENTIFIC SOCIETY OF NEURO PSYCHO PHYSICAL OPTIMIZATION WITH REAC TECHNOLOGY.
The Association can also be identified by the following acronyms: “SONC”.
The duration of the Association is indefinite.
ART. 2 – The Association is free and will always remain alien to any political or religious manifestation.
ART. 3 – The International Society of Neuro Psycho Physical Optimization with REAC Technology is a non-profit association with the aim of operating throughout the national territory and in all foreign countries, also through its eventual detached or associated offices, and is governed by Articles 36, 37, 38 of the Civil Code, as well as by the provisions of this Constitution.
ART. 4 – The association pursues, as its primary purpose:
a) to promote and enhance the principles of Bio and Neuro Modulation with REAC technology according to the techniques developed by Doctors Rinaldi and Fontani;
b) to organize, promote and disseminate study, training, research, study trials, projects, promotional and editorial initiatives and any other initiative aimed at promoting exchange of experience both among members and with other Italian and foreign scholars and competent and expert institutions in all expressions of neuropsychic mechanisms, optimization of the same, and more generally in adaptation mechanisms;
c) to carry out informative, study and development activities through the organization of courses, stages, seminars, congresses and similar initiatives;
d) to promote work opportunities for its members;
e) to engage in the realization of cultural and research projects which may also involve one or more entities and/or associations from other European Union and non-EU countries as partners.
f) to establish and manage, also in agreement and in concert with other registers and orders, a Register of doctors, paramedics, and technicians who attest, in compliance with current laws, to the technical professional qualification of those who will be admitted.
In order to achieve the social purposes, the Association may:
a) organize and promote courses, seminars, stages, conferences, editorial initiatives and any other project related to the dissemination of Bio and Neuro Modulation with REAC technology;
b) organize and promote study trips;
c) carry out all necessary acts to conclude any contractual operation of commercial, movable, immovable and financial nature useful to the achievement of the social purposes;
d) establish contacts, twinning, affiliations and agreements with entities and/or associations at national and international, community and extra-community level that follow the same purposes of the association or have specific sectors of common interest;
e) produce informative material both on paper and multimedia (website, society magazine also in electronic format, audio, video, digital material, etc.);
f) raise funds in favor of statutory purposes.
g) it may also carry out all the necessary or useful operations not listed here for a better achievement of its purpose.
TITLE II
MEMBERS
ART. 5 – Italian and foreign citizens, without distinction of nationality, sex, race, language, religion, political opinions, personal and social conditions, can join the Association.
Associations, public or private entities that share the purposes of the Association and have activities and objectives not in conflict with those of the Association, can also join the Association.
Both citizens and Associations or entities must submit a special application for membership containing:
a) name, surname, place and date of birth, profession, residence, or for Associations or entities of any kind in addition to the name, the data of the legal representative pro tempore;
b) a declaration to adhere to this Statute and to the resolutions of the social bodies;
c) possession of a degree in medicine and surgery for the application for ordinary membership.
By submitting the application, the aspiring member unconditionally undertakes all the duties and obligations of a member and acquires the right to participate in all the activities of the association and to enjoy the benefits that are established in favor of the Members by the Statute and the Regulations.
The admission of members in the various subdivisions is decided by the Board of Directors, which reserves the right to accept or reject the application for admission.
In the latter case, the application must be rejected within thirty days from the date of submission.
The member is free to withdraw from the Association at any time and without any restrictions.
The withdrawal must be communicated in writing, by registered letter.
The withdrawal takes effect immediately upon receipt of the document.
The withdrawing member is not entitled to any refund, even partial, of the membership fees paid.
ART. 6 – The social relationship ends:
with the death of the member;
with the member’s withdrawal;
for expulsion and/or removal if the provisions of this Statute, the regulations, the resolutions taken by the social bodies are not complied with, or when, in any way, moral or material damages are caused to the Association;
Expulsions and consequent removals will be decided by the Board of Directors by an absolute majority of its members; such decisions must be communicated to the expelled member at the address shown on the membership form, by registered mail with return receipt or certified electronic mail to be sent within 20 (twenty) days from the date of the resolution;
for failure to renew membership and/or non-payment of the membership fee;
for all other cases provided for by current legislation.
ART. 7 – The members are divided into the following categories:
- Founding Members;
- Honorary Members;
- Supporting Members;
- Ordinary Members;
- Aggregated Members;
a) Founding Members are individuals, associations, and/or entities of any kind who participated in the formation of the Association.
They have the right to vote and are eligible for social positions. They are bound to pay annual membership fees.
b) Honorary Members are individuals, associations, and/or entities of any kind who, for their demonstrated attention to the Association, are assigned this title year after year by the Board of Directors, subject to their acceptance.
They are not bound to membership fee obligations, have the right to vote, and are eligible for social positions.
c) Supporting Members are individuals, associations, and/or entities of any kind who, for having contributed financially or carried out activities in favor of the Association, have supported its activities and its enhancement.
They are appointed year by year by the Board of Directors, have the right to vote, are eligible for social positions, and can assume the duties entrusted to them by the Board of Directors.
d) Ordinary Members are all graduates in medicine and surgery who share the statutory purposes.
They have the right to vote and are eligible for social positions.
Their membership in the Society is annual with the possibility of renewal.
They are bound to pay the annual membership fees.
e) Associated Members are all those who share the statutory purposes.
They have the right to vote and are eligible for social positions.
Their membership in the Society is annual with the possibility of renewal.
They are bound to pay the annual membership fees.
The amount of the annual membership fee for the various categories of members, along with the application procedures, are decided by the Board of Directors.
All members must renew their membership by December 31st of each year by paying the full membership fee, failing which they will be excluded from the association.
The membership fee is due in full regardless of the period of the application or renewal.
However, registrations made from the 1st (one) of October onwards may also be valid for the entire following year with an express resolution of the Board of Directors.
The temporary participation of the associate in the association’s life is strictly excluded.
The membership fee is non-transferable and non-revaluable.
The organs of the Association are: the Assembly of Associates, the Board of Directors composed of the President, the General Secretary, the Treasurer, and the elected members.
TITLE III
THE MEMBERS’ ASSEMBLY
ART. 8 – The Assembly, legally convened and duly constituted, represents the entirety of the members, and its deliberations, made in accordance with the law and this statute, bind all the members.
ART. 9 – The Ordinary or Extraordinary Assembly of Members is convened by notice to be posted on the bulletin board at the registered office and published on the company’s website at least ten days before the date set for the assembly.
The Ordinary Assembly may be convened by the Board of Directors on its own initiative or at the request of the President or one-fourth of the members.
The Ordinary Assembly is convened at least once a year by April 30th.
The Extraordinary Assembly, on the other hand, may be convened by resolution of the Board of Directors or upon request of at least 1/3 (one third) of the members, and will deliberate with the majorities provided for in the subsequent art. 12.
ART. 10 – All those who are up to date with the payment of the membership fees have the right to attend the Assembly of Members.
For the legal constitution of both the Ordinary and Extraordinary Assembly and for the validity of the resolutions, the presence of at least 50% (fifty percent) of the members is required on the first convocation, on the second convocation, which must take place at least one hour after the first, regardless of the number of attendees.
Each member is entitled to one vote.
When the member is an association, foundation, company or entity, the legal representative must attend the Assembly with the delegation of the body he/she represents and is entitled to one vote only.
ART.11 – The resolutions of both the Ordinary and Extraordinary Assembly are passed by a majority of those present.
If the resolutions concern amendments to this statute or the dissolution of the Association, they must be adopted by the favorable vote of all the founding members.
ART. 12 – The Assembly is responsible for:
a) approving the report of the Board of Directors and the Annual Balance Sheet;
b) determining the number of members of the Board of Directors;
c) approving the program of activities for the next social year;
d) approving any other topics that have been placed on the agenda and proposed by individual or groups of members;
e) appointing the members of the Board of Directors at the end of their three-year term of office.
TITLE IV
THE BOARD OF DIRECTORS
ART. 13 – The Board of Directors is appointed by the Assembly and consists of a minimum of 3 (three) to a maximum of 7 (seven) members.
At least half of the Board of Directors’ members must be chosen from among the founding members.
The Board of Directors serves a term of 3 (three) years, and its members may be reelected.
In case of the death or resignation of Directors before the expiration of their term, the Board of Directors will proceed to their replacement by co-optation.
The co-opted Director(s) remain in office until the next ordinary assembly.
ART. 14 – The Board of Directors formulates the guidelines of the Association and has the broadest powers for the ordinary and extraordinary management of the association, including the authority to acquire and transform real estate assets, their possible alienation or rental in whole or in part, the acceptance of donations or bequests of any kind, and all major faculties directed towards the achievement of the statutory purpose, including the authority to hire conceptual or executive staff, avail the services of experts, and establish salaries and compensations.
Therefore, the Board of Directors decides on the management of funds to achieve the objectives of the Association, and the President, in execution of the resolutions, may issue powers of attorney for individual acts or transactions or for specific categories of acts.
The responsibilities of the Board of Directors include:
– Appointing the President from among the members belonging to the category of Founding Members;
– Deliberating the convocation of the Assembly and its agenda;
– Appointing the Secretary General;
– Appointing the Treasurer;
– Determining the program of the Association;
– Establishing the amount and methods of payment of membership fees and specific fees for certain activities;
– Preparing the budget estimate and financial statements to be submitted to the assembly;
– Deciding on the admission of Members;
– Deliberating on the expulsion and/or removal of Members;
– Appointing Honorary Members;
– Appointing committees, commissions, and study groups to assist the Board with complementary tasks in carrying out activities and seeking solutions to various problems;
– Establishing and delegating signing powers.
ART. 15 – The Board of Directors meets whenever necessary or when requested by 1/3 (one-third) of the Directors.
The convocation is made by registered mail, also delivered by hand, to be sent or delivered at least eight days before the meeting. In urgent cases, it may be sent by fax or email or equivalent means 24 (twenty-four) hours before.
ART. 16 – Resolutions of the Board of Directors are adopted by a majority of the votes of the Directors present.
In case of a tie, the vote of the President prevails.
The minutes and resolutions of the Board must be transcribed in a dedicated minutes book and signed by the President and the Secretary General.
Resolutions are valid only if all Directors have been informed in advance of the meeting and its agenda.
TITLE V
THE PRESIDENT
ART. 17 – The signing authority and legal representation of the Association before any judicial, administrative authority, and third parties are conferred to the President. The President is appointed by the Board of Directors.
The term of office is 3 (three) years and is renewable.
The President presides over the Board of Directors and the General Assembly of Members.
They direct and oversee the activities of the Association.
Their responsibilities include:
– Monitoring the implementation of assembly resolutions and decisions of the Board;
– Evaluating proposals to be submitted to the Board and taking urgent measures, subject to reporting to the Board;
– Signing the documents of the association;
– Convening the assembly upon request;
– Presenting the financial reports to the assembly, following the Board’s report.
They may also issue powers of attorney to individuals external to the Association for the performance of specific acts or categories of acts.
TITLE VI
THE SECRETARY GENERAL
ART. 18 – The Secretary General organizes the meetings of the Board and the Assembly, drafting the respective minutes. They are responsible for implementing the provisions issued by the President and coordinating activities to achieve the statutory objectives.
TITLE VII
THE TREASURER GENERAL
ART. 19 – The Treasurer is delegated by the President for the ordinary administration of the Association, particularly for the management of the association’s funds. They have the authority to collect sums and values, make payments, issue receipts, and carry out active and passive banking operations.
The Treasurer maintains and updates the membership book, handles correspondence, and supervises the administrative and economic activities of the association.
This position can also be held by the Secretary General if determined by the assembly.
TITLE VIII
THE SCIENTIFIC COMMITTEE
ART. 20 – The Scientific Committee is composed of at least three members appointed by the Board of Directors.
The Committee elects a President from among its members.
The members are eligible for reappointment, and the term of office is three years.
The Scientific Committee provides advisory opinions to the Board of Directors on all scientific and cultural initiatives of the Association.
TITLE IX
THE COMMON FUND
ART. 21 – The Common Fund is intended for carrying out all the activities of the association.
The Common Fund of the association is constituted by:
a) Membership fees paid by the Members;
b) Any other proceeds generated from the activities and initiatives of the association;
c) Surpluses from management;
d) All contributions and movable and immovable assets acquired for any reason;
e) Reserve fund;
f) Legacies and donations.
ART. 22 – In the event of the dissolution of the association, the assets will be allocated to associations pursuing similar purposes or for public utility purposes.
ART. 23 – The fiscal year runs from January 1st to December 31st, and the financial statements must be submitted to the Assembly for approval by April 30th of the following year.
The distribution of profits or surpluses, funds, or reserves is prohibited unless the destination or distribution is required by law.
ART. 24 – For the implementation of the provisions contained in this Statute, the Board of Directors shall issue the internal regulations.
ART. 25 – Any disputes between members or between members and the association or its organs shall be submitted to the jurisdiction of the Board of Directors, which shall decide “ex bono et equo” without formalities or procedures.
ART. 26 – Any matters not provided for in this statute shall be governed by the applicable laws and regulations.