CONSTITUTION AND BY-LAWS

1. NAME

The Society shall be called the Italian Medical Society of Great Britain (IMSOGB) and is hereinafter referred to as the Society. The Society shall be a not for profit unincorporated association of health care professionals. The Society is based in Great Britain.

2. OBJECTIVES

The objectives of the Society shall be :

2.1 to establish a professional and social network among its members and links with health care institutions in Italy and the UK;
2.2 to give advice and support for professional and career development in the UK to Italian medical doctors and health care professionals;
2.3 to promote continuing medical education and training of members;
2.4 to promote the highest standard of professional competence, good clinical practice and ethical behaviour;
2.5 to favour professional collaboration between its members and British health institutions and health care professionals;
2.6 to provide information on job opportunities, scholarships, grants and financial support for cultural exchanges between Italy and the UK;
2.7 to promote a bi-directional flow of students, graduates and health care professionals between Italy and the UK;
2.8 to provide highly qualified contacts for patients seeking medical advice in the UK. The aims of the Society are alterable but only if the non profit nature is maintained.

3. POWERS

In furtherance of the objects but not otherwise the Society may:

3.1 purchase, take or lease or in exchange, receive by way of gift, grant or otherwise, hire or in any other manner acquire any real or personal property and any rights or privileges which the Society may think fit or desirable for the promotion of its objects or any of them, and to construct maintain or alter any buildings or erections necessary or desirable for the work of the Society, but subject to such consents as may be required by law
3.2 sell, let, mortgage, dispose of, or turn to account, all or any property or assets of the Society as may be thought expedient with a view to the promotion of its objects, subject to such consents as may be required by law
3.3 borrow or raise money for the purpose of the Society on such terms and on such security as may be thought fit
3.4 invest the funds of the Society not immediately required for its purposes in or upon such investments, securities or property as may be determined by the Society

4. MEMBERSHIP

The Society shall have the following categories of membership :

4.1 Honorary Members, elected by the Society as a mark of respect in recognition of distinguished contributions to medicine and health care, or in recognition of their distinguished contribution towards furthering the aims & objectives of the Society. They shall include the founding Members of the Society in 1997 (Professor S. M. Aloj, Dr G. G. Abbondati, Professor G. F. Bottazzo, Dr M. G. Impallomeni, Mr U. Pastorino, Mr G. Querci della Rovere) and, as a rule, all the Past Presidents of the Society and the Scientific Attachés of the Italian Embassy in London. Honorary Members will have same rights of Members.
4.2 Members, are those who are graduated in medical disciplines and resident in the UK. A member of the Society shall promote its activities and assist in implementing the objectives of the Society. Members have the right to vote at the AGM (see point 7) and in electronic ballots, and to be elected as Officers (see point 8) or members of the Executive Committee (see point 9).
4.3 Associate Members, are other health care professionals resident in the UK. Associate members have the right to vote at the AGM and in electronic ballots and to be represented in the Executive Committee but not to be elected as Officers.
4.4 Corresponding members, are those health care professionals not resident in the UK. Corresponding members have the right to vote at the AGM and in electronic ballots, but not the right to be elected as Officers or as Members of the Executive Committee.

5. SCIENTIFIC MEETINGS

5.1 An Annual Scientific Meeting (ASM) shall be held in every calendar year and, unless the Executive Committee otherwise determines, shall be held in London and during the last quarter of each year.
5.2 Additional Scientific Meetings shall be held at the discretion of the Executive Committee. Scientific Meetings may be arranged in conjunction with other organisations, and may be held in countries other than the UK.
5.3 The dates of all Scientific Meetings for the ensuing year shall be notified to all members at least ten days before the scheduled date of the meeting.

6. BUSINESS MEETINGS

6.1 An Annual General Meeting (AGM) shall be held every second year, and the business to be transacted shall include:

6.1.1 consideration of reports from the President, Secretary General and Treasurer;
6.1.2 election of Officers and members of the Executive Committee;
6.1.3 election of an Honorary Auditor (Registered Statutory Auditor).

6.2 An Extraordinary General Meeting may be convened by the Executive Committee whenever they think fit, and by the Secretary if so required by the President, or within one month from the receipt of a requisition in writing signed by not less than 50% of the voting members stating the purpose for which an Extraordinary General Meeting is being requisitioned.
6.3 The Executive Committee shall be empowered to conduct a postal or electronic ballot on any issue that they consider appropriate. The notice of ballot shall specify the period, not being less than 14 days from the date of the notice, within which members shall be required to cast their vote. The results of a ballot shall not be binding on the Society, unless 50% or more voting members cast their vote.
6.4 Voting Members of the Society may move formal resolutions at any Business Meeting providing that, no less than twenty eight days before that date of the meeting, they give due notice in writing thereof to the Secretary and at the same time, submit a copy of such resolution.
6.5 Formal notice of an agenda paper for each Business Meeting shall be sent from the Secretary General to all members at least fourteen days before the scheduled date of the meeting.
6.6 Resolutions shall be determined at Business Meetings by a simple majority on a show of hands unless a poll is demanded by the Chairman of the Meeting or by at least three voting members present in person. A poll shall be taken in such a manner and at such time as the chairman may direct. A casting vote may be exercised by the chairman of the meeting or, for a postal or electronic ballot, by the President of the Society.

7. OFFICERS

7.1 The Officers of the Society shall be: the President, the Secretary General and the Treasurer.

7.1.1 Functions of the President are: - to ensure that the activities of the Society are within its objectives and constitution; - to determine the general strategy of the Society for his/her term; - to actively promote membership and activities related to the Society; - to maintain high level relationships with the Italian Embassy in London, the Italian Cultural Institute in London, the Italian Consulate in London and other cities in the UK, and all other organisations, in the UK or in Italy, which are considered appropriate; - to chair the AGM, the ASM and the meetings of the Executive Committee. - to represent the Society in official events; - to maintain the highest professional and ethical standards.
7.1.2 Functions of the Secretary are: - to manage the implementation of the strategy of the Society for his/her term; - to maintain and initiate working relationships with the Italian Embassy in London, the Italian Cultural Institute in London, the Italian Consulate in London and other cities in the UK, and all other organisations, in the UK or in Italy, which are considered appropriate; - to actively promote membership and activities related to the Society; - to chair the AGM, the ASM and the meetings of the Executive Committee, in the absence of the President; - to determine, in agreement with the President, the programme of the Scientific Meetings. - to maintain the highest professional and ethical standards.
7.1.3 Functions of the Treasurer are: - to manage and encourage the membership of the Society; - to manage the Society account and receive membership payments; - to keep a record of the members and managing a mailing list; - to manage the budget of the Society, by raising funds through membership fees, donations et al., and by managing appropriately the expenses linked to the activities of the Society. - to ensure that the fees for the maintenance of the website or of any other activity that is relevant to the Society are paid; - to ensure that the accounts of the Society are audited yearly by the appointed auditor; - to maintain the highest professional and ethical standards.

7.2 Only Members of the Society (i.e. resident in the UK) shall be eligible for election to office, and nominations for office shall require the support of two Full Members.
7.3 Officers shall be elected at the bi-annual AGM of the Society for a two years term and shall assume their duties on the 1st January following that meeting unless an earlier date is agreed at the AGM.
7.4 In order to ensure continuity in the management of the Society, the President, at the end of his/her mandate, is part of the Executive Committee for two years as Past=President, while the Secretary and the Treasurer can be renewed for a second term. For the same purpose, at the end of their mandate, the Officers commit themselves to a handover period to the new Officers.
7.5 In the event of an officer being unable to complete his term of office, the Executive Committee shall nominate a member to carry out his duties till the next AGM, during which a new ballot shall be called.

8. EXECUTIVE COMMITTEE

8.1 The governing body of the Society shall be the Executive Committee and shall consist of the President, the Secretary, the Treasurer, the Past-President and seven Members including at least one representative of Associate Members and one representative of Sections Functions of the Members of the Executive Committee are: - to promote the activities of the Society and encourage membership; - to support the Officers on the activities, including responding to emails and any form of communication, in a timely manner; - to propose initiatives and partakes that will implement the objectives of the Society; - to manage and chair ad hoc committees; - to take turns in taking the minutes of the AGM, the ASM, and the meetings of the Executive Committee: - to circulate the minutes as appropriate and to upload them onto the electronic archive of the Website. - to cover any specific task as agreed within the Executive Committee
8.2 Members of the Executive Committee shall be elected at an Annual General Meeting of the Society, and shall assume their duties on the 1st January following that meeting, unless an earlier date is agreed at the AGM. If a Member does not attend at least three Executive Committee Meetings per year his membership of the Committee shall lapse. The period of office of Members of the Executive Committee shall be limited to two years, but without prejudice to their eligibility to be elected as an Officer within or immediately after such period.
8.3 The Executive Committee shall be responsible for deciding the arrangements for all meetings and other business of the Society. Three Executive Committee members shall form a quorum. The Executive Committee shall have the power to co-opt and to set up sub-committees.
8.4 The Executive Committee shall usually meet on every occasion that a meeting of the Society is held in the United Kingdom, and on such other occasions as they or the President consider necessary. The Executive Committee’s meetings shall be open to members of the Society who shall not, however, have the right to vote.
8.5 The Executive Committee shall determine the Society's representation on other bodies but without contravening the Society's aims.

9. ELECTIONS

9.1 Four weeks before the AGM the names of the Officers and Members of the Executive Committee due to retire at the end of the year will be notified to Members.
9.2 On receipt of such notice, any Full Member of the Society may propose alternative candidates for Office or for Ordinary Membership of the Executive Committee by sending in writing the name of each candidate supported by the endorsement of another Full Member of the Society and the consent of the candidate to the Secretary to arrive not less than three weeks before the scheduled date of the Annual General Meeting. Proposals received after this date will be declared invalid.
9.3 If candidates for Office are nominated in excess of the number of vacancies available, the Secretary shall send an electronic ballot paper to each voting Member not less than two weeks before the scheduled date of the Annual General Meeting. Voting Members shall record their votes and return the ballot paper to the Secretary. Voting papers received after the commencement of the Annual General Meeting shall be void. Scrutineers may be appointed at the Annual General Meeting to count the votes, and the results shall be announced at the meeting. The candidates securing the largest number of votes shall be elected to the vacancies that exist.
9.4 In the event of no nominations having been received within two weeks of the scheduled date of the AGM for a particular office or insufficient nominations having been received to fill the vacancies for the Ordinary Members of the Executive Committee, nominations may be made at the AGM by a Full Member supported by a second Full Member. Appointment to this vacancies will then be decided by majority vote by those members who attend and vote at the AGM. Voting shall be by a show of hands unless a poll is demanded by the Chairman of the meeting or by at least three voting members present in person. A poll shall be taken in such a manner and in such time as the Chairman shall direct.

10. GENERAL BUSINESS

10.1 A calendar year shall be used for the Society's business and the accounts shall be made up to 31st December in each year.
10.2 The income and property of the Society shall be applied solely towards the promotion of the objects of the Society as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the Members of the Society, provided that nothing shall prevent the payment, in good faith of reasonable and proper remuneration and out-of-pocket expenses to any officer or servant of the Society, or to any member of the Society not being a member of the Executive Committee, in return for any services actually rendered to the Society, nor prevent the payment of interest on money lent by a member of the Society at the rate per annum not exceeding 2% less than the base rate of (Clearing Bank) or 3% whichever is the greater, or any reasonable and proper rent for premises demised or let by any member of the Society.
10.3 The Society’s accounts shall be audited each year by the Honorary Auditor elected at the AGM. The Honorary Auditor’s report shall be published with the Society’s Annual Report and Statement of Accounts and uploaded onto the electronic archive of the Website.

11. HONOURS

11.1 It shall be the duty of the President to review each year the claims of possible candidates for the award of honours by the Society. The President shall report on these matters to the Executive Committee, and decisions shall be taken by the Committee.
11.2 Every year, at their discretion, the Executive Committee shall, as a mark of distinction appoint a speaker to deliver the Malpighi Oration at the Annual Scientific Meeting.

12. AFFILIATION

The Society can be affiliated to other Societies with similar aims.

13. THE CONSTITUTION

13.1 The Executive Committee shall have the power to make, vary and repeal Bye Laws and Regulations for the conduct of the general affairs of the Society, its officers and servants, and for the dispatch of the business of the Society, but so that no such Bye Laws or Regulations shall be of effect if and so far as they are inconsistent with or repugnant to the provisions of the Constitution.
13.2 Notice of any proposal to amend or alter this Constitution must be sent to the Secretary not less than four weeks before an Extraordinary General Meeting or the next ensuing Annual General Meeting. Such proposal will be circulated to all members and will appear on the agenda of the said meeting in the form of a motion. The proposed amendment shall require the support of two thirds of the Voting Members present to be passed. The Executive Committee shall be empowered to conduct a postal or electronic ballot on the motion, and in these circumstances the proposed amendments shall require the Support of two thirds of the votes cast and received by the Secretary by a date to be specified on the notice of ballot.
13.3 The Society may, at any time, by a resolution passed in a General Meeting by two third of members with a quorum of two third of members , be wound up and dissolved. In that event the books and records of the Society shall be disposed of in accordance with the directions of the Executive Committee and all other property of the Society shall be transferred to such charitable body or bodies whether incorporated or note as shall be specified by the resolution for winding up, provided that such charitable body or bodies has or have objects analogous to the objects of the Society, and if and in so far as effect cannot be given to this provision then to some other charitable purpose.

14. PROPERTY OF THE SOCIETY

The title of all any real or personal property which may be acquired by or for the purposes of Society be vested in trustees appointed by the Executive Committee.

BYE LAWS

1. Membership fees

1.1 The membership fees shall be reviewed each year by the Executive Committee, proposed to the members at the AGM and approved by the simple majority of the voting members.
1.2 As a guide, the annual membership fee for Associate and Corresponding Members would be approx.50% of the fee of the Full Member.
1.3 Membership fees apply to a calendar year and are due annually on 1st January. Members elected during shall not be liable for Subscription until the 1st January immediately following.
1.4 For justified reasons, the Executive Committee can exempt special categories of members (junior, senior, honorary, etc) from paying annual fees.

2. Partner and Corporate Societies
2.1 Partner Societies are those institutions, associations or commercial entities who provide support and/or contribute to the IMSOGB in achieving its constitutional aims.
2.2 Partner Societies operating in the area of health care and services to members providing support to initiatives of the IMSOGB are eligible to Corporate Membership following approval of the Executive Committee. Benefits and fees for Corporate Membership are established by the IMSOGB Executive Committee.

3. Attendance at Meetings
3.1 A copy of the current list of members of the Society shall be available at the Annual General Meeting, and every member shall be required to record his/her attendance at this meeting by signing alongside their name.
3.2 Visitors may be introduced to the Society's Scientific Meetings at the discretion of the President. Visitors may participate in all business at Scientific Meetings, except for the election of Members.

4.Sections

4.1The Society will include Sections to cover specific disciplines within the areas of competence of the Society, as established by the Society Executive Committee
4.2. Sections will be aimed at :

- Favouring networking of all Section members (see below);
- Promoting scientific activities in the area of competence, including scientific meetings, joint research projects, joint applications for funding, etc.;
- Establishing contacts with the Scientific Society/ies of the discipline in Italy and UK;
- Contributing to the programme of the ASM;
- Supporting the youngest members of the Society;
- Representing a contact for the referral of patients in the area of competence.

4.3 Sections will be chaired by one Coordinator and one Scientific Secretary. For Sections with more than 10 members, these will be elected by Section members according to rules established by the Coordinator and approved by a majority vote of Section members. For Section with less than 10 Members the Coordinator (and Scientific Secretary) will be named by the Executive Committee.
4.4. Members can express their will to be part of one primary and up to two additional Sections.
4.5. Sections are entitled to attract external funding, after approval of the Executive Committee and provided that their fund raising and expenses do not affect the fund raising of the Society and are consistent with its constitution and nature. The annual accounts of the Sections, if any, should be submitted to the Treasurer by December 1st and audited by the Honorary Auditor.

5. Website

The Society will have a website under the responsibility of one or two webmasters named by the Executive Committee.

6. Publications

The Society is empowered to publish such material as the Executive Committee, shall deem necessary.

As amended on December 9th, 2017