Statutes of the Association

Amended by Executive Committee in the meeting at Kyoto, Japan
March 25th, 2014
Article 1
An international association is hereby constituted and called INTERNATIONAL
The head office of the Association will be in the institution of the Chairman of the
The Association is a nonprofit association, which aims to promote basic and applied
research on the biomedical aspects of Coenzyme Q10 in order to diffuse knowledge
on basic biochemistry and genetics, and on the preventive and/or therapeutic effects
of Coenzyme Q10.
The general motivations of the Association’s activity are the great interest in the
biochemical, genetics, medical and pharmaceutical field worldwide shown to the
peculiar collocation of Coenzyme Q10 in cellular bioenergetics, in the field of
antioxidant defense and in those other fields where Coenzyme Q10 has demonstrated
functions. It is therefore very important to coordinate international efforts aimed at
furthering knowledge on these subjects and optimizing the use of Coenzyme Q10 in
the preventive and therapeutic fields.
Specifically the aims of the Association are:
a) To monitor research activity on Coenzyme Q in general, and Coenzyme Q10 in
particular, and to organize data in an electronic database so that they are available to
all interested parties.
b) To promote and assist exchange among groups of researchers: the Association
will advise and promote on new research projects particularly among companies and
c) To diffuse, at a public level, general knowledge on basic problems and new
information regarding safety and the therapeutic effects of Coenzyme Q10.
d) To organize local, national and international meetings on research and other
problems regarding Coenzyme Q10. Every three years the Association will organize a
scientific world meeting.
e) Meetings with lay press and scientific journalists to give correct information on the
preventive and biomedical and therapeutic aspects of Coenzyme Q10.
f) To promote and coordinate research projects on Coenzyme Q10 and, in particular,
basic research projects and large scale clinical studies, which will confirm the
therapeutic use of Coenzyme Q10.
g) To collaborate with industry and society about the quality and security of
coenzyme Q10 formulations available in the market.
Article 4
The duration of the Association is unlimited.
The budget of the Association will be made up of annual fees paid by the associate
members and participation fees paid by other persons or companies and also by
legacy and donations. The budget of this association will be dedicated to the aims
mentioned above.
Section 1. Types of Members. The Association will have two classes of members,
Ordinary Members and Supporting Members. The Supporting Members will be
classified as First Supporting Members and Ordinary Supporting Members. Members
can include individual persons and body corporates, corporations and societies.
Section 2. Participation Fees. The Executive Committee will establish annual
participation fees and means of payment. The Executive Committee will also
establish participation fees for the two types of Supporting Members and means of
Section 3. Active Participation. The members will elect the Executive Committee.
They will be able to take part in all the activities of the Association; they can propose
to the Executive Committee their ideas or work subjects and can also endorse new
Section 4. Members’ Rights. Each member has the right to one vote. The General
Assembly will be held every 3 years and whenever the Executive Committee deems
it necessary.
The First Supporting Members will receive from the Executive Committee an annual
report on the financial situation and on the activities of the Association by March 30th
of each calendar year.
Section 5. The Founding Members are those whose names appear in the
Constitution Act.
Section 6. Admissions to Membership. Persons or associations, corporates or
companies who are not Founding Members or First Supporting Members, but who
are interested in the aims of the Association as specified in this Constitution, may
apply for membership through a written request addressed to the Chairman and
endorsed by at least one member of either class of the Association itself. Admission
of new members will be subject to the favorable opinion of the Executive Committee
and payment of the annual membership fee. The Executive Committee may propose
to the Assembly the nomination of persons or associations as Honorary Members.
Section 7. Expulsion of Members/ Termination of Membership. A Member can be
expelled for cause by a majority vote of the Association upon notice to such Member
and after opportunity to be heard. The non-payment of participation fees by a
Member for at least two years will constitute a reason for membership termination.
Supporting Members, may however, opt to terminate their membership at any time
provided they have given written notice to the Chairman of the Association at least
three months prior to the date of termination of their membership. In such case, they
will forfeit the unexpended portion of their participation fee paid to the Association.
Section 8. General Assembly (“Assembly”). A General Assembly of the Members of
the Association, during which members of the Executive Committee are elected, will
be held every 3 years or during the celebration of the scientific world meeting.
Section 9. Special Meetings. Special meetings of the members of the Association
may be called at any time by the Chairman or by the majority of the entire
membership of the Association or by a majority of the members of the Executive
Committee. Request for such a meeting shall be given at least 4 weeks before the
requested date for such a meeting. The Chairman upon receiving such request shall
promptly give notice of such a meeting to the members. Special meetings shall be
held at the head office of the Association or other place specified by the membership
or Executive Committee.
Section 10. Notice of Meetings. Whenever, under the provisions of this Statute,
members are required to participate at a meeting, a written notice thereof shall be
issued stating the place, date and hour of the meeting and, unless it is a General
Assembly, indicating that it is being issued by or at the direction of the person or
persons calling the meeting. A notice of a special meeting shall also state the
purpose or purposes for which the meeting is called. A copy of the notice of any
meeting shall be given personally or by mail to each member entitled to vote at such
Section 11. Waivers of Notice of Meeting. Waivers of notice of meeting need not be
given to Members who have indicated their intention of not participating.
Section 12. Quorum. A majority of the members of the Association shall constitute a
quorum at all meetings of members.
Section 13. Voting. At every meeting of the Association, each member who is in good
standing shall be entitled to one vote and such vote may be cast either in person or
by written proxy. Each member cannot represent more than three proxies.
Article 7
Executive Committee
Section 1. Management of the Association. The entire direction and management of
the business and affairs of the Association shall be vested in the Executive
Committee. In particular the Committee shall have the following specific tasks and
a) To plan all activities of the Association in accordance with the purpose stated in
the Constitution;
b) To decide on the admission of proposed new members;
c) To determine the amount of annual dues and membership fees;
d) To propose nominations of honorary members;
e) To decide the date of General Assembly and Special Meetings of the Association
and the date of the Annual and possible Special Meetings of the Executive
f) To approve the annual budget of the Association;
g) To prepare the annual financial statement of the Association.
Section 2. Number of members of the Executive Committee. The number of
Members constituting the entire Executive Committee shall not be less than eight (8).
Section 3. Election. The Executive Committee shall be elected by the members of the
Association and shall serve for a period of four (4) years with a maximum of two
periods. Reelection should be possible. It can elect the Chairman, one or more Vice-
Chairmen, a Secretary and a Treasurer. Chairman can exert the last function.
Section 4. The Chairman. The Chairman of the Executive Committee shall officially
and legally be the “Chairman of the Association” and shall preside at all meetings of
the Ordinary Members and Members of the Executive Committee. He shall supervise
and manage all the business and affairs of the Association, subject to the control of
the Executive Committee. He shall have the power to sign and execute all contracts
and instruments of conveyance in the name of the Association, to sign checks, drafts,
notes and orders for the payment of money, and to appoint and discharge officers,
subject to the approval of the Executive Committee. Chairman will serve for a period
of 4 years with a maximum of two periods.
Section 5 The Vice-Chairman. The Executive Committee should approve the Vice-
Chairman by the proposal of the Chairman. In the absence of the Chairman, the
Vice-Chairman senior in time of election by the Executive Committee shall perform all
duties of the Chairman. The Vice-Chairman shall perform such other and the
Executive Committee or the Chairman may delegate further duties to him.
Section 6. The Secretary. The Chairman will nominate the Secretary. The Secretary
shall attend all meetings of the membership and the Executive Committee, and shall
record the proceedings and issue all notice of such meetings, except as may
otherwise be provided by these Statutes or by the Committee and shall perform such
other and further duties as may from time to time be delegated to him by the
Executive Committee or the Chairman. In case the Secretary is unable to be present,
the members of the Executive Committee will elect a secretary who will take the
minutes and transmit them to the Secretary of the Executive Committee.
Section 7. The Treasurer. The Executive Committee should approve the Treasurer
by the proposal of the Chairman. The Treasurer shall receive and deposit the money
of the Association in such banks or trust companies at the Chairman location. He
shall have custody of all funds and securities of the Association, and shall keep an
account of all receipts and disbursements, which account shall be open at all
reasonable times to the inspection of the Chairman or a person designated by the
Executive Committee. He shall submit a summary report to the Executive Committee
at such times as the Executive Committee may call upon him to do so. He shall
perform further duties as may from time to time be delegated to him by the Executive
Committee or the Chairman.
Section 8. Newly Created Members of the Executive Committee and Vacancies.
Newly created members of the Executive Committee and vacancies may be filled in
by the affirmative vote of a majority of the Members of the Executive Committee. Any
Member of the Executive Committee elected to fill a vacancy shall hold office until the
next General Assembly of the Members.
Section 9. Regular Meetings. A meeting of the Executive Committee shall be held
once a year. If necessary a Special Meeting will be held. The Committee is regularly
constituted by the presence of at least a third of its members, both in Regular and
Special Meetings, and shall decide with a majority of those present.
Section 10. Special Meetings. Special Meetings of the Executive Committee shall be
held upon the call of the Chairman or a majority of the membership of the Committee,
by written notice served personally upon or mailed to each of the Members of the
Executive Committee. The object or purpose of such meeting need not be stated in
the notice and any business, which is properly the business of the Association, may
be transacted during such special meetings.
Section 11. Participation in Meetings by Congress Telephone. Members of the
Executive Committee may participate in a meeting through the use of conference
telephone or similar communications equipment, so that members of the Executive
Committee participating in such meeting can hear one another.
Section 12. Place of Meetings. Meetings of the Executive Committee shall be held at
the places as the members of the Executive Committee shall from time to time order
or direct.
Section 13. Compensation of Members of the Executive Committee. Members of the
Executive Committee shall not receive any salary for their services but will be
allowed a fixed sum and expenses of attendance established by the Executive
Committee. Nothing herein shall be construed to preclude any Member of the
Executive Committee from serving the Association in any other capacity and
receiving compensation therefore.
Section 14. Officers. The Executive Committee will appoint all the officers it deems
necessary upon specification of their duties. Whenever a vacancy occurs the
Executive Committee will nominate a new officer.
Article 8
Books and records
The Association shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of meetings of the General Assembly, the
Executive Committee and all its officers, and shall keep at its registered or principal
office a record giving names and addresses of the members. All books and records
of the Association may be inspected by any Member, or his agent or attorney, related
to such members’ interest for any purpose at any reasonable time.
Article 9
Accounting period
The Association’s accounting period shall close on March 31st of each calendar year.
In the event of the dissolution of the Association, after payment of all its debts, the
remaining assets and funds of the Association shall be conveyed or transferred by
the Executive Committee to any non-profit organization with objectives and purposes
similar to those of the Association, such plan of distribution being subject, however,
to the approval of the pertinent government authority, and subject also to the proviso
that no funds or property shall be distributed among or revert to any Member or
Officer of the Association.
Article 11
The seal of the Association shall be and shall not be allowed to be used without
consent of the Executive Committee.
Amendment and repeal of statutes
These Statutes may be amended or repealed only by affirmative vote of two-thirds of
the voting members present at any regular or special meeting of the Executive
Committee and then confirmed by majority of members at the General assembly.
Possible amendments of the Statute must be communicated to all members before
the meeting in the agenda of the meeting itself.