An association is established named:
“International Society of Minimal Invasive Neurosurgery (ISMINS) ONLUS”
The association is governed by Articles 36 and the following of the Italian Civil Code and other applicable laws as well as the present bylaws.
Pursuant to and in accordance with Articles 10 and the following of Legislative Decree n. 460 of December 4th the association assumes in its name the qualification of (ONLUS-Organizzazione non lucrativa di utilità sociale) non-profit which incorporates a particular distinctive mark and such is reprinted on each communication and external display of the same. The association has its registered office in Milan, Viale Papiniano n. 42.
The Board of Governors has the power to transfer the registered office within the city of Milan, to establish and close operative offices, departments and branches also elsewhere, both in Italy and abroad. The association has an unlimited duration.
This is a non-partisan, non-political non-denominational and non profit Association.
The association is governed by a Board of Governors composed from 5 (five) to 15
(fifteen) members, appointed by the assembly and chosen among members.
The members of the Board of Governors hold office for 3 (three) years from the date of their
appointment and may be re-elect only once.
If during his appointment a member of the Board of Governors resigns from his appointment for
any reason, the Board must appoint a temporary substitute, until the next annual assembly, which
will appoint a new member definitively.
The responsibilities of the Board member temporarily appointed will end at the date on which the
appointment of the substituted member expires.
The board of Governors appoints among its members a President, a Vice President, a
Treasurer and a Secretary, determining their duties and powers; all members may be appointed
Vice-President and Treasurer but honorary, supporting and junior members must be members of the
association for at least three years in order be appointed Vice President and Treasurer; different
offices cannot be accumulated.
It is up to the Vice President to be the legal representative of the association in the event of the
President’s non-fulfillment of his duties or his absence.
The Treasurer manages the assets of the association according to the aims of the association and
according to the instructions of the Board of Governors; he sends reminders of the deadlines to
members who didn’t pay their required fees; he sends to the Board of Governors the list of members
who have not paid their required fees; he deals with the bank or similar accounts belonging to the
association with joint signature with one of the members of the Board of Governors; he sends a
monthly report to the Secretary regarding the management of the association for publication of the
same in the Newsletter; and during each meeting of the Board of Governors the Treasurer presents
the summary report of the management for the period elapsed from the last meeting.
The Secretary takes care of the publication of the Newsletters, and organizes the Board of
Governors meetings, the assembly and the Annual Conference meeting, this last one is held once
every three years; he maintains close relationships with the administrative offices; he publishes the
meeting minutes from the meetings of the Board of Governors and the assembly in the Newsletters;
he proposes to the Board of Governors any possible legal action.
The Board may meet anywhere in Italy or in the Country where the President, Secretary, Treasurer
or another member of the Board of Governors resides, upon the initiative of the President or at least
three tenth of the Board, by way of telegram, fax or electronic e-mail, sent at least 10 (ten) days
before the meeting; in case of an emergency, the Board may be convened by way of telegram, fax or
electronic e-mail, with a notice of at least 3 (three) days.
The Board of Governors validly deliberates with the participation of one half plus one of the
members that composed the Board and with the favorable vote of the majority of the participants;
the vote takes place by open vote with roll-call.
The meetings of the Board may take place also using conference call or videoconference systems,
upon the conditions that: a) the President and Secretary, if appointed, are present in the same
location and oversee the filling in and signing of the minutes, since the meeting is supposed to be
held in the notified location; the President of the assembly can, even through the office of the
President, ascertain the identity and legitimacy of participants, he can regularly conduct the
assembly, verify and announce the results of any voting process; b) that the party who is taking the
minutes of the assembly is able to perceive the proceedings and events of the assembly; c) the
participants are allowed to follow the discussion and intervene and vote in real time on the items on
the agenda, as well as, review, receive and exchange documents.
The Board resolutions must be written in the minutes of the meeting and signed by the President
In the event of the absence or temporary incapacity of the President, the Vice President will take
over his role and duties.
The Board of Governors has the greatest possible powers for the ordinary and
extraordinary management of the association and has the responsibilities to:
a) decide on questions regarding the association activities for the execution of its purposes
according to the instructions of the assembly assuming all of the initiatives according to the case;
b) prepare the preliminary and final balance sheets to be submitted for approval to the assembly;
c) decide on every patrimonial and financial activities even on unforeseen administration actions;
d) revise the member register, in order to ascertain the admission requirements for each member,
taking any necessary steps in the event of the contrary;
e) decide on the acceptance of applications for admission of new members, as well as, resignation
and expulsion of members;
f) establish the amount of the annual association fee and the allocation of extraordinary
contributions by members as well as the amount of the contributions to be paid by the associates.
g) give to one or more members of the Board of Governors, besides the President and the Vice
President, the powers to represent the association for any tax compliance;
h) prepare a regulation that determine the conditions, procedures, requirements requested to
candidates to become members of governing bodies and generally to regulate all technical and
procedure aspects connected to the Association activity.
The Board of Governors, in carrying out its duties, may rely on the cooperation of committees or
consulting commissions or law firms, appointed by the Board itself, and componed of nonmembers.
Any possible eventual modifications to the present bylaws and the winding up of the
association must be decided by an extraordinary assembly, called for that purpose.
These issues must be proposed by the Board of Governors or by 3 (three) tenths of the associated
In the event of winding up or end of the association for any reason, its equity must be
transferred to another non-profit association having an analogous purpose or transferred to a public
utility, after consultation with the monitoring authority as to Article 3, paragraph190 Law no.662
dated December 23rd 1996, unless otherwise indicated by way of law.
Regarding anything which was not specifically contemplated by the present bylaws, the
laws governing such matters apply to the Italian Civil Code and Legislative Decree no. 460 dated
December 4th 1997 and any other actual governing law.
The association exclusively pursues the goal of the collective good and social solidarity to promote the development of the human knowledge in the medical-scientific sector in the field of mini-invasive neurosurgery and heightened awareness of the associated specializations activating in scientific research, in information, in the education, and in the instruction for spreading the above mentioned studies and techniques and of the education and training of medical staff and highly qualified support staff. The goal is to promote its diffusion for the treatment of all diseases of surgical interest related to the nervous system, brain, spinal cord and rachis with surgical procedures minimally invasive for the patient from a medical, hospital, esthetic, psychological point of view. Therefore, the association:
*organizes programs and continuing educational activities, also in cooperation with Universities, Research and Educational Institutions, Health Agencies and Associations and professional bodies, Public bodies to contribute to the diffusion of mini-invasive neurosurgery and to improve the professionalism of those who work in the field;
*promotes scientific research, instruction and the activities for those who want to dedicate or for those who already are dedicated to the field of mini-invasive neurosurgery, promoting and encouraging, even through research centers and institutions, study groups, initiatives dedicated to study and spread the knowledge of such discipline with the aim of scientific, social and cultural progress;
*promotes research and prevention programs to prepare measures of early diagnosis and to carry out integrated therapeutic interventions;
*promotes the publication and the diffusion of scientific materials such as books, issues, magazines and related newsletters (excluding daily newspapers) and in general to promote every useful and appropriate initiative for the study and diffusion of above mentioned material and of results obtained from research, investigations, screenings and monitoring through all media (and thus also through the web, radio, TV, video computer communications, etc) of all problems connected to scientific research and the progress of such research;
*organizes workshops, seminars, annual conferences and international meetings on this issue, guaranteeing an International Meeting every three years, unless the Board of Governors decides otherwise;
*creates, promotes and manages national and international laboratories and centers at disposal of the community to prevent and treat all the diseases of the central nervous system of surgical interest by means of the minimal invasive methodology;
*guarantees and promotes a correct information on the new techniques of minimal invasive neurosurgery in order to give community the possibility of a shared and aware choice of diagnosis and treatment spreading data and news on progresses of the medical/scientific research in this field, even through the organization of campaigns of sanitary knowledge, prevention and education addressed to the citizens. The exercise of any activity different from those listed above is, nonetheless, expressly prohibited with the exception of those activities directly connected as foreseen in the Article 10 letter c) of the Legislative Decree 460/97.
All of the association appointments, with a duration of 3 (three) years each, are free of charge.
All members enrolled in the register of members and who regularly paid their fees have the
right to participate in the assembly.
Every member having the right to participate in the assembly may be represented by another
member by way of written proxy. Each member may represent no more than five other members. It
is up to the President to verify the right to participate in the assembly
The assembly is chaired by the President, or in his absence, by the Vice President; the
assembly may also appoint a secretary and upon proposal of the President, also eventually two
In the extraordinary assemblies the minutes are drafted by a notary.
The deliberations of the assembly, both ordinary and extraordinary, are valid in first call
with the presence of at least one half plus one of the members and a favorable vote of the majority
of present or represented members.
In second call, the ordinary assembly deliberations are valid with a favorable vote of the majority of
the present or represented members, whichever is the number of the same and the extraordinary
assembly resolutions regarding the bylaws modifications are valid with the presence, physically or
with proxies, of at least one quarter of the members and a favorable vote of the absolute voting
The decision regarding the winding up of the association must be taken, both in first and second
call, with the favorable vote of at least three quarters of the members.
The assembly resolutions must be written in the minutes of the meeting register, signed by
the President and the secretary and, if appointed, by the observers. Upon request of the members,
their comments must be included in the minutes of the assembly register.
The assembly resolutions, taken according to the law and the present bylaws, are binding
upon all of the members, even if they did not participate or if they dissented.
The President is nominated by the assembly among founding and ordinary members and
cannot be re-elected
The President has the authority to act as the legal representative of the association towards third
parties and in a court of law. The President convenes and presides over the meetings of both the
assembly and the Board of Governors meetings and he oversees the prompt carrying out of the
resolutions decided by the above mentioned association bodies.
The assembly may elect a Board of Statutory Auditors composed of 3 (three) actual
members and 2 (two) alternate members, who may also be non-members, but who must have
suitable professional qualifications and whose appointment will last for 3 (three) years.
It is up to the Board of Statutory Auditors to inspect the association financial records, the
accounting reports and the accounting books and registers, every inspection and review must be
noted in the report that the Board of Statutory Auditors drafts annually and which is presented
annually to the assembly.
The fiscal year closes on December 31st (thirty one) of each year. For each fiscal year a
preliminary budget is provided and a final balance sheet is provided to illustrate the economic,
financial and patrimonial situations of the non-profit. Within March 31st(thirty one) of each year the
Board of Governors will be convened for the preparation of the final balance sheet of the previous
fiscal year to be submitted for approval to the assembly. Such balance sheet will be approved by the
assembly within the end of the month of April, with the majority requirement for the approval of the
deliberations of the ordinary assembly.
The profits or the surplus income must be mandatorily used for the accomplishment of the
association activities and for those activities directly connected.
It is expressly prohibited to distribute, even indirectly, profits or surplus income as well as capital or
reserve funds during the lifetime of the association, unless the destination or the distribution are
imposed by law or are made in favor of other non-profit companies that by law, bylaws or
regulations are part of the same structure.
The obligations and contract costs in the name of and on behalf of the association will be
paid with the funds of the association itself.