Statute

Article 1 – Name

An unrecognized association is hereby established under the name “European Society of Teleradiology – ESTeR” (hereinafter the “Association”).

The Association intends to acquire the status of a Third Sector Entity through registration in the National Single Register of the Third Sector (RUNTS). From the date of registration, the wording “Third Sector Entity” or the acronym “ETS” shall be used in official documents, correspondence and communications to the public, in accordance with applicable legislation.

Article 2 – Registered Office and Scope of Activities

The Association has its registered office in the Municipality of Messina, Italy.

It operates in Italy, throughout Europe and internationally. It may establish operational offices, representative offices, sections or other organizational structures in Italy and abroad, in compliance with applicable legislation.

The transfer of the registered office within the same Municipality shall not require an amendment to the Statute.

Article 3 – Duration

The duration of the Association is unlimited.

Article 4 – Non-Profit Nature and Purposes

The Association is a non-profit organization and pursues civic, solidarity-based and socially beneficial purposes.

It promotes the advancement of teleradiology and, more broadly, remote and digital radiology, with particular attention to the quality and safety of healthcare, education and training, scientific research of particular social interest, dissemination of knowledge, professional and scientific collaboration, responsible innovation, ethics, clinical governance, and the protection of the interests of patients and society.

The Association provides an independent forum for the study and discussion of the clinical, scientific, technological, educational, ethical, organizational and regulatory aspects of teleradiology.

The Association does not pursue the economic, trade-union or corporate protection of the professional interests of its members.

Article 5 – Activities of General Interest

For the pursuit of its purposes, the Association carries out, exclusively or primarily, one or more activities of general interest pursuant to Article 5, paragraph 1, of Legislative Decree No. 117 of 3 July 2017, with particular reference, insofar as they are actually carried out, to the following:

• letter d): education, instruction and vocational training, as well as cultural activities of social interest with an educational purpose;
• letter g): university and postgraduate education;
• letter h): scientific research of particular social interest;
• letter i): organization and management of cultural, artistic or recreational activities of social interest, including publishing activities aimed at promoting and disseminating the culture and responsible practice of teleradiology.

These activities are carried out for purposes of general interest, with particular regard to improving the quality, safety, appropriateness and effectiveness of healthcare, protecting patients, developing and disseminating scientific knowledge, and improving healthcare services and public health.

Article 6 – Other Activities

The Association may carry out activities other than activities of general interest, provided that such activities are secondary and instrumental to the latter, within the limits and according to the criteria established by applicable legislation. The identification of such other activities shall be entrusted to the Board of Directors.

Article 7 – Fundraising

The Association may carry out fundraising activities, including on an organized and continuous basis, in compliance with the principles of truthfulness, transparency and fairness and with applicable legislation.

Article 8 – Members

Natural persons who share the purposes of the Association and undertake to comply with its Statute, regulations and resolutions of the Association’s governing bodies may become members.

Third Sector Entities or other non-profit organizations that share the purposes of the Association may also be admitted, where compatible with applicable legislation and according to criteria established by the Board of Directors.

The number of members is unlimited. Membership is for an indefinite period, without prejudice to the right of withdrawal.

Article 9 – Categories of Members

The Association may establish, through regulations approved by the General Assembly, descriptive categories of members according to their professional, scientific, educational or honorary profile.

Such categories may not result in discrimination incompatible with the principle of democratic participation, nor may they confer multiple voting rights or financial privileges contrary to the law. The status of founding member is of historical significance and does not, in itself, confer any additional administrative or financial rights compared with other members.

Article 10 – Admission of Members

Applications for membership shall be submitted according to the procedures established by the Board of Directors and shall imply acceptance of this Statute.

Admission shall be decided by the Board of Directors according to non-discriminatory criteria consistent with the purposes pursued and the activities of general interest carried out. The decision shall be communicated to the applicant and entered in the register of members.

Any rejection must be justified. Within sixty days of receiving notification, the applicant may request that the General Assembly decide upon the application at its first available meeting.

Article 11 – Rights and Duties of Members

Members have the right to participate in the life of the Association, to be informed about its activities, to inspect the Association’s records in accordance with the procedures laid down in this Statute, to participate in the General Assembly and, where the requirements established by law and by this Statute are met, to vote and to be elected to positions within the Association.

Members are required to comply with the Statute, regulations and resolutions of the Association’s governing bodies, to behave consistently with the purposes of the Association, and to pay any annual membership fee.

Membership fees are personal, non-transferable and non-revaluable.

Article 12 – Loss of Membership

Membership is lost through withdrawal, death, dissolution of a member organization, persistent non-payment of fees, or exclusion for serious reasons.

Exclusion shall be decided by the Board of Directors after the allegations have been formally communicated to the person concerned and they have been given the opportunity to submit observations. An appeal against the decision may be submitted to the General Assembly within sixty days of notification.

Article 13 – Governing Bodies of the Association

The governing bodies of the Association are:

• the General Assembly of Members;
• the Board of Directors;
• the President;
• the Supervisory Body, where required by law or otherwise established;
• the person or body responsible for statutory auditing, where required by law or appointed.

Positions within the Association shall be held in accordance with the law and with this Statute.

Article 14 – General Assembly – Composition and Powers

The General Assembly is composed of members entitled to vote.

In addition to the powers mandatorily assigned to it by law, the General Assembly shall:

• appoint and remove members of the Association’s governing bodies;
• approve the financial statements;
• decide on the liability of members of the Association’s governing bodies;
• approve amendments to the Statute;
• approve any regulations falling within its competence;
• decide on the dissolution, transformation, merger or demerger of the Association;
• decide on appeals concerning admission or exclusion where provided for;
• decide on any other matters assigned to it by law or by this Statute.

Article 15 – Convening of the General Assembly

The General Assembly shall be convened by the President pursuant to a resolution of the Board of Directors at least once a year for the approval of the financial statements and whenever the Board of Directors considers it necessary.

It must also be convened when a reasoned request is submitted by at least one tenth of the members entitled to vote; if the Board of Directors fails to act, the meeting may be ordered by the competent authority in the cases and according to the procedures provided for by law.

Notice of the meeting shall be given by written communication, including electronic communication, sent to the address recorded in the register of members at least eight days before the meeting. The notice shall specify the date, time, place or remote participation method, agenda and, where applicable, the date and details of the second call.

Article 16 – Voting Rights, Proxies and Resolutions of the General Assembly

Each member who has been entered in the register of members for at least three months shall be entitled to one vote, unless otherwise provided by mandatory law. Each member may be represented by another member through a written proxy within the limits established by the Third Sector Code.

Unless otherwise provided by law or by this Statute, the Ordinary General Assembly shall be validly constituted on first call when half plus one of those entitled to vote are present and, on second call, regardless of the number of members present. Resolutions shall be adopted by a majority of votes cast.

For amendments to the Statute, unless otherwise mandatorily provided by law, the General Assembly shall decide with the presence of at least three quarters of the members entitled to vote and with the favourable vote of a majority of those present.

For resolutions concerning dissolution of the Association and transfer of its assets, the favourable vote of at least three quarters of all members shall be required, unless otherwise mandatorily provided by law.

Article 17 – General Meetings by Means of Telecommunication

Meetings of the General Assembly may also be held by means of telecommunication, either entirely remotely or in hybrid form, provided that it is possible to verify the identity of participants, their entitlement to participate, their effective participation in discussions and the exercise of voting rights, and to properly record the proceedings in the minutes.

The technical arrangements shall be specified in the notice convening the meeting or in specific regulations.

Article 18 – Board of Directors

The Association shall be administered by a Board of Directors composed of seven members.

Without prejudice to the provisions concerning the Founding Board of Directors, the directors of subsequent Boards of Directors shall be elected by the General Assembly exclusively from among members of the Association who are entitled to vote.

Boards of Directors subsequent to the Founding Board shall remain in office for three years and their members may be re-elected.

At the time of establishment of the Association, the three founding members, meeting as the Constituent Assembly, shall freely appoint the seven members of the first Board of Directors, known as the “Founding Board of Directors” or “Founding Board”. The selection of its members shall be the exclusive responsibility of the three founding members and shall not be subject to election by the General Assembly of Members.

At the time of their appointment, the members of the Founding Board shall meet the requirements established by applicable legislation. For the purposes of compliance with Article 26 of Legislative Decree No. 117 of 3 July 2017, at least the majority of the members of the Founding Board must be selected from among natural persons who are members of the Association or persons designated by member legal entities. Accordingly, persons selected by the founders may be admitted as members of the Association before or at the same time as their appointment.

Article 19 – Powers of the Board of Directors

The Board of Directors shall perform all acts of ordinary and extraordinary administration that are not reserved by law or by this Statute to the General Assembly.

In particular, it shall implement resolutions of the General Assembly; prepare the financial statements; decide on applications for membership and exclusions; determine membership fees; establish commissions, scientific committees and working groups; approve programmes and activities; oversee RUNTS-related compliance requirements; appoint directors, coordinators, consultants and collaborators; decide on other activities and fundraising; and adopt any measures necessary for the pursuit of the purposes of the Association.

Article 20 – Meetings and Resolutions of the Board of Directors

The Board of Directors shall be convened by the President whenever they consider it necessary or when requested by at least one third of the directors.

Meetings may be held in person, by means of telecommunication or in hybrid form, provided that identification, participation and the ability to contribute to discussions are guaranteed.

The Board shall be validly constituted when a majority of the members in office are present and shall adopt resolutions by a majority of those present. In the event of a tie, the President shall have the casting vote, unless otherwise mandatorily provided.

Article 21 – President, Vice-President, Secretary and Treasurer

The President is the legal representative of the Association in dealings with third parties and in legal proceedings, oversees the implementation of resolutions, and chairs the General Assembly and the Board of Directors.

At its first meeting following the election, the Board of Directors shall elect from among its members the President, one or more Vice-Presidents, the Secretary and the Treasurer, unless the General Assembly has directly elected the President in accordance with any applicable electoral regulations.

The Vice-President shall replace the President in the event of absence or impediment. The Secretary shall be responsible for minutes and the Association’s documentation. The Treasurer shall oversee the administrative and accounting management, without prejudice to the collective powers of the Board of Directors.

Article 22 – Committees and Scientific Structures

The Board of Directors may establish scientific committees, commissions, working groups, thematic or geographical sections and other advisory or operational bodies, determining their composition, duration and functions.

Such bodies shall not replace the governing bodies of the Association and shall operate under the responsibility and in accordance with the directions of the Board of Directors.

Article 23 – Supervisory Body and Statutory Audit

In the cases provided for by law, the General Assembly shall appoint a Supervisory Body, which may consist of a single individual, possessing the qualifications and performing the functions established by the Third Sector Code.

Where required by law, or where considered appropriate, the person or body responsible for the statutory audit of the accounts shall be appointed.

Article 24 – Assets, Income and Prohibition on Distribution

The assets of the Association, including any revenues, income, proceeds and receipts of any kind, shall be used for the performance of the activities provided for in this Statute and exclusively for the pursuit of civic, solidarity-based and socially beneficial purposes.

The distribution, including indirect distribution, of profits and operating surpluses, funds and reserves of any kind to founders, members, employees and collaborators, directors and other members of the governing bodies is prohibited, including in the event of withdrawal or any other form of individual termination of membership, except where otherwise provided by law.

Income may derive, among other sources, from membership fees, public and private contributions, donations, bequests, fundraising, sponsorships compatible with the purposes of the Association and with its scientific independence, consideration received for permitted activities, and proceeds from activities of general interest and from other activities within the limits established by law.

Article 25 – Financial Year, Financial Statements and Association Records

The financial year shall run from 1 January to 31 December of each year.

The Board of Directors shall prepare the annual financial statements in the forms prescribed by the Third Sector Code and submit them to the General Assembly for approval within the statutory deadlines. Where the relevant requirements are met, the social report and any other documents required by law shall be prepared and filed.

The Association shall maintain the mandatory Association records required by law, including the register of members, minutes of the General Assembly, minutes of the Board of Directors and, where established, the records of the other governing bodies.

Article 26 – Right to Inspect Association Records

Members have the right to inspect the Association’s records upon written request to the Board of Directors. Inspection shall be permitted within a reasonable period and in a manner that protects personal data and confidential information relating to third parties and does not obstruct the proper functioning of the Association.

The Board of Directors may regulate the practical arrangements for exercising this right by means of specific regulations, without unreasonably restricting its effective exercise.

Article 27 – Volunteers, Employees and Collaborators

The Association may make use of volunteers and, within the limits permitted by applicable legislation, employees, self-employed workers and collaborators where necessary for carrying out activities of general interest and pursuing the purposes established in this Statute.

Volunteers shall be entered in the appropriate registers where required and shall be insured in the cases and according to the procedures established by law.

Article 28 – Regulations, Code of Ethics and Conflicts of Interest

The General Assembly and the Board of Directors, within their respective areas of competence, may adopt regulations implementing this Statute.

The Association may adopt a code of ethics and policies relating to scientific independence, transparency, sponsorship, declaration and management of conflicts of interest, data protection and scientific integrity.

Article 29 – Dissolution and Transfer of Assets

The dissolution of the Association shall be decided by the General Assembly with the majorities required by law.

In the event of termination or dissolution, the remaining assets shall be transferred, subject to the favourable opinion of the competent RUNTS Office where required, and unless a different destination is imposed by law, to other Third Sector Entities identified by the General Assembly or, failing this, to the Fondazione Italia Sociale, in accordance with applicable legislation.

Article 30 – Final and Transitional Provisions

For any matter not expressly provided for in this Statute, the provisions of the Italian Civil Code, Legislative Decree No. 117 of 3 July 2017 and all other applicable legislation shall apply.

The provisions of this Statute that presuppose registration with RUNTS shall become effective from the date of such registration; until then, they shall apply insofar as they are compatible with the Association’s status as an unrecognized association.

The Founding Board of Directors, composed of the seven members freely selected and appointed by the three founding members pursuant to Article 18, shall remain in office for two years from the date of appointment. Upon expiry of this term, the General Assembly of Members shall elect, from among the members of the Association, the ordinary Board of Directors, whose term of office shall be three years.

By way of example, the Association may organize congresses, courses, webinars, seminars, study groups, educational programmes and scientific initiatives; promote, support or carry out research projects of particular social interest; develop recommendations, consensus documents, standards, position papers and educational materials; promote safety and quality in teleradiology; foster collaboration among professionals, scientific institutions, universities, healthcare organizations, patients and other stakeholders; and disseminate scientific knowledge through publications, websites and other means of communication.