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MEMORANDUM & ARTICLES OF A R O M E ASSOCIATION

Association de Radiotherapie et d’Oncologie de la MediterraneE
Association of Radiotherapy and Oncology of the Mediterranean arEa

Article I. Type and Name

The members of the herein Memorandum & Articles of Association hereby form an association governed by the law of 1 July 1901 and the decree of 16 August 1901, bearing the name of Association de Radiotherapie et d’Oncologie de la MediterraneE (Association of Radiotherapy and Oncology of the Mediterranean ArEa)

Article II. Purpose

The above-noted Association is indefinite.

Its purpose is to:
• Promote knowledge and development of oncology
• Promote and support oncology research and training throughout the Mediterranean area, by any and all means
• Promote exchanges between scientific centers, societies and groups throughout the Mediterranean area
• Promote scientific and training (medical or paramedical) exchanges and trips between the countries throughout the Mediterranean area
• Participate in scientific meetings, courses, conferences and seminars in the countries throughout the Mediterranean area
• Participate in the implementation of medical training and communication support: books, brochures, and video films intended for the medical profession or general public, upon agreement of the various local participants in Oncology and Radiation Oncology
• Promote improvement and assessment of management of patients suffering from or likely to suffer from cancer
• Collaborate with other groups of experts in oncology

Article III. Head office

• The head office of the Association is situated at:4, square Alain Fournier, 75014 Paris, France
• It may be moved upon a simple decision of the Board of Directors. The general meeting shall have to ratify the decision.
• Article IIIb. Languages
• The official languages used for any or all of the purposes of article II shall be French and English, according to the countries.

Article IV. Members of the Association

• The herein Association is composed of regular members and honorary members
• To become a regular member, one must be a physician, medical physicist, chemist, nurse or researcher involved in cancer research or management
• Honorary members are those who do not fulfil the requirements of regular members, but who provided special services to the Association. Honorary membership entails no obligations or special rights whatsoever, but allows attendance at annual general meetings and meetings of the Board of Directors.

Article V. Admission

• Regular members are elected at the annual general meeting upon being proposed by the Association committee that has decided on applications filed by at least one sponsor (a member of the Association). In the vote at the annual general meeting, election shall be by majority decision.
• Regular members shall pay a yearly subscription fee amounting to 20 euros.

Article VI. Termination

• Regular membership shall be terminated by resignation or death, or upon a decision of the Board of Directors for lack of membership fee payment or a serious reason.

Article VII. Resources

• The resources of the Association include:
• Regular members’ membership fees
• Gifts or subsidies from public or private companies, including research funds
• Subsidies from public companies whatsoever
• Earnings gained in exchange for provision of services in accordance with the purposes of the Association, including research funds
• Interests and revenues of securities and assets belonging to the Association

Article VIII. Liability

• The capital of the Association is solely liable for commitments entered on its behalf, without any of its members or directors being personally liable for such commitments, with reservations of the possible enforcement of the provisions of the law of 25 January 1985 related to bankruptcy and clearance sale of companies.

Article IX. Board of Directors

• The Association is run by a Board of Directors composed of 6 members elected at the annual general meeting by the majority of votes for a six-year period renewed for a 1/3 every two years. Only regular members who paid their membership fees are entitled to vote.
• The first Board of Directors is composed of the founding members.
• The founding members living in France are:David Azria, Yazid Belkacemi, Joseph Gligorov, Moise Namer
• The founding members living abroad are:Abraham Kuten, Mahmut Ozsahin
• The Board of Directors will choose among its members, by secret vote, a board composed of:
• – 1 President and, if need be, 1 Vice-President
• – 1 Treasurer and, if need be, 1 Assistant Treasurer
• – 1 General Secretary and, if need be, 1 or several Assistant Secretaries
• The Scientific Committee and honorary members are appointed by the Board of Directors.
• The Scientific Committee has an advisory but no executive role. Its members are appointed by the Board of Directors and represent all the countries around the Mediterranean on the basis of two members per country.
• The President of the Scientific Committee is chosen by the Board of Directors for a 2-year period.
• All voters applying for a seat are eligible.
• Members are re-eligible.
• The usual place of residence of the Treasurer must be in France.

Article X. Meeting of the Board of Directors

• The Board of Directors meets at least once a year on the President’s notification or at the request of a quarter of its members.
• The presence or representation of at least half the Board’s members is necessary to validate decisions.
• Decisions are taken with a majority of votes; when the votes are divided, the President shall have the casting vote.
• The meetings of the Board are recorded on reports signed by the Secretary and the President.

Article XI. Ordinary General Meeting

• The ordinary general meeting includes all Association members, whatever their affiliation title.
• A general meeting is held each year. At least fifteen days before the set date, the members of the Association are convened by the Secretary. The agenda of the meeting is indicated on the notice of the meeting date.
• Only issues listed in the agenda shall be dealt with.
• The President, together with the members of the Board, leads the meeting and explains the current situation of the Association.
• The Treasurer explains his management and presents the balance sheet for acceptance by the members.
• After dealing with the agenda, a secret vote is held to replace, at any member’s request, the members of the incumbent Board.
• A quorum of one-third of regular members is required to validate a general meeting. When such a quorum cannot be reached, another general meeting is held within fifteen days.

Article XII. Extraordinary General Meeting

• An extraordinary general meeting offers a decision on any urgent issue presented. If need be, or at the request of one-half plus one of the registered members, the President may call an Extraordinary General Meeting.

Article XIII Minutes

• An attendance sheet signed by each attending member or by the representatives of the represented members is provided for each annual general meeting.
• The decisions taken at the general meetings are recorded by the Secretary and verified by minutes signed by him and the President.

Article XIV. Powers

• The President convenes the Board of Directors. He (or she) represents the Association in all actions of civil life and in this respect is given all powers. He orders expenditures of the Association and leads all meetings. In his absence, the Vice-President stands in for him; in the event of the absence of the Vice-President, the most senior member; in the case of equal seniority, the oldest.
• The Vice-President carries out missions given to him and reports to the Board of Directors. He stands in for the President if the latter is unavailable.
• The General Secretary is in charge of all things dealing with mail and archives of the Association. He writes the minutes of meetings and of the Board of Directors and, as a rule, all correspondence regarding the functioning of the Association, apart from accountings. He holds the register provided by article 5 of the law of 1 July 1901 and articles 6 and 31 of the decree of 16 August 1901. He is in charge of the paperwork provided by the said articles.
• The Treasurer is in charge of all matters dealing with capital management of the Association. He maintains regular accounts of all his activities and gives a summary of them at the annual general meeting, during which approval is given, if need be, to his management.

Article XV. Internal rules

• Internal rules may be set by the Board and agreed at the annual general meeting. Such rules are designed to fix provisions which are not provided by the Memorandum & Articles of Association, including those dealing with internal management of the Association and its various activities.

Article XVI. Conclusion

• If concluding the Association is decided upon by at least two-thirds of the members attending the annual general meeting, one or several receivers are appointed by them and the regular members, if need be, are vested in accordance with article 9 of the law of 1 July 1901 and the decree of 16 August 1901. A winding-up must be subject to a statement to the prefecture.
• The General Secretary must inform, within three months, the prefecture of the department of all changes taking place in the management or direction of the Association, as well as of all modifications made to the Memorandum & Articles of Association. Such modifications and changes are recorded in a special register, numbered and signed.

The herein Memorandum & Articles of Association were approved at the constituent meeting held on 23 March 2006. Paris, 23 March 2006