Innores International

Article 1 – Names

(1) The Innores International organization consisting of 'Innores International community' and 'Innores International study group' is collectively referred as INNORES INTERNATIONAL. The short form is ‘Innores' which is used unofficially to refer to the organisation.

Article 2 – Head office

(1) The current head office of Innores International is Ujjain, Madhya Pradesh, India. Country wise Chapters may be established within different countries by resolution of INNORES INTERNATIONAL COMMUNITY. And the head office may be changed in the future through the same resolution.

Article 3 – Objectives

(1) Innores International’s objectives are to perform applied, interdisciplinary and basic research and to provide scientific research training to interested doctors and medical students from around the world by making them part of the research projects in equal capacity as co-authors in the studies undertaken by Innores International Study Group. (2) Innores International works independently and free from any external influence according to the principles of good scientific research for the benefit of International medical science community, taking into account the transregional and international context. (3) Its activities are non-profit. (4) Innores International’s main areas of activity are: • Scientific Research • Health • Education • Building a supportive community for medical students around the world and providing them with guidance and support for their overall development. Within the framework set out in paragraph 1, Innores International may work also in other areas. Further activities include, in particular: - participating in research programmes, elaborating projects and providing services to its members, supporting the creation of spin-offs; - providing training and fostering the professional development of young researchers; - participating in international organisations; - providing services for the prevention, diagnosis and treatment of alterations to human health. - facilitating exchange of culture and language among its International members. (5) To achieve its objectives, INNORES INTERNATIONAL may also join other organisations, particularly universities and colleges. Innores International may establish subsidiaries or other forms of associations and/or companies; if the relevant conditions are met, the latter may apply for official recognition as, by way of example, specialist or multidisciplinary outpatient clinics – with or without an agreement with the public healthcare system – or as Scientific Institutes for Research, Hospitalisation and Healthcare (IRCCS).

Article 4 – Language Groups

(1) Innores International's activities and research will be held completely in ENGLISH language for the benefit of International medicine community but for the purposes set forth in Article 3, during its activities Innores International shall take into consideration the specific needs of the different language groups among its community members and foster their positive coexistence. (2) Innores International aims to achieve an adequate representation of all its members belonging to different countries within its sub committees and Community.

Article 5 – Members

(1) Innores International Members are medical/dental/allied sciences students and professionals in different years of their courses as well as private and public research organisations who join Innores International according to the provisions set forth in the present Bylaws. (2) New members shall be admitted according to the guidelines set out by 'The Scouting new members and country wise Chapters sub committee' of Innores International . (3) The Coordinator Committee may, with the 50 percent majority, appoint bodies and cultural institutions that contribute funds to the development of Innores International as sponsors. (4) There won't be any membership fees for Innores International community and study group. (5) A time-limited membership in Innores International is excluded from preceding paragraph.

Article 6 – Withdrawal and exclusion of members

(1) Membership can be terminated: a) in case of voluntary withdrawal which is communicated to Innores International by registered mail at least three months in advance; b) through exclusion. With the majority mentioned in Article 5 (that is 50 percent of the coordinator committee), the Coordinator Committee may decide on the exclusion of members who fail to comply with their obligations towards Innores International study group/community, are in default with the deadline of the study group without proper explanation or whose behaviour is detrimental to the reputation of Innores International.

Article 7 – Assets and membership fees

(1) The assets of Innores International include intellectual property including its research publications. (2) Assets include, in particular, the grants related to research projects of the Innores International study group which it may receive from public bodies, the endowments and donations to Innores International and the reserves resulting from its commercial ventures in the future. (3) In the event of a membership termination, for whatever reason, the member is obliged to be removed as the contributor to the Innores International research projects. (4) Innores International may receive financial contributions from public bodies as well as endowments and donations, provided that its scientific independence is not affected. (5) Innores International shall use all available financial means, to reach the objectives set forth in Article 3. (6) During the period of its existence, Innores International may not distribute its assets, neither directly nor indirectly, unless the destination or distribution is prescribed by the law.

Article 8 – The organisational structure of Innores International is made through

Sub Committees : The objectives of the following subcommittees have already been noted in the internal regulations of the Innores International organization. (1) The sub Committees of Innores International are: a) Group A The Group A subcommittees are part of Innores International study group and contains the following subcommittees: 1. Research question selection committee 2. Data collection committee 3. Data and Statistical analysis committee 4. Final research paper draft and peer review committee. 5. Publishing committee. b) Group B The Group B subcommittees are also part of Innores International cohort/study group and contains the following subcommittees: 1. Guidance and mentoring committee with Professors. 2. Legal and ethics approval committee. 3. Technical committee. c) Group C The Group C subcommittees are part of Innores International COMMUNITY and contains the following subcommittees: 1. Social media committee. 2. Audit and finance committee. 3. Scouting new members and country wise Chapters committee. 4. Fun and cultural group.

Article 9 – Convening of the Innores International community.

(1) The Innores International community meets during the annual general meeting or during extraordinary general meetings. All the members of the Innores International community may take part in general meetings in an advisory capacity. (2) The annual General Assembly online meeting shall be convened by the Chair of the coordinator committee at least once a year, no later than six months after the end of the fiscal year. Further meetings are convened by the Chair or by another member of the Coordinator Committee upon written email request – and indication of an agenda – of one of the following: a) The coordinator committee b) The Innores International cohort/study group (on matters within their competence) c) at least a tenth of members of Innores International community. (3) The General Assembly meeting of the Innores International community shall be convened through a written notice at least 15 days in advance. The notice shall contain the agenda, date and time and the link of the meeting as it will held online.

Article 10 – Duties of the General Assembly of the Innores International community : The general assembly will include all the existing members of the Innores International organisation at the given moment.

(1) During the annual general meeting the General Assembly: a) appoints the members of the Coordinator Committee, which will serve as the Board of Directors for the organisation. b) appoints the members of the Board of Advisors and establish their roles. c) approves the annual balance sheet with the related reports, including the forecast and planning report; d) treats all items on the agenda presented by the Board of Directors or the Board of Advisors. (2) During extraordinary general meetings the General Assembly is competent for: a) changes to the Bylaws; b) termination of the association and use of the assets according to Article 21(1) of the present Bylaws.

Article 11 – Right to participate in meetings and resolutions of the General Assembly

(1) Each member is entitled to one vote. (2) The resolutions of the General Assembly are valid if at least half of the members are present. At the second call to meeting, resolutions are valid if at least a third of the members are present. (3) At the annual general meetings the general Assembly decides with a simple majority, at extraordinary general meetings with a qualified two-third majority of the members attending the meeting. To terminate the association, a majority of three quarters of its members is required. (4) Each member with the right to participate in the General Assembly meetings may be represented by a proxy appointed in writing, excluding members of the Board of Directors and Board of Advisors. The same person may not represent more than two members of the General Assembly, this means that one person may not cast more than three votes, including their own. (5) During resolutions concerning the annual balance sheet and their responsibilities the members of the Board of Directors may not vote.

Article 12 – Meeting procedure

(1) The Chair of the Coordinator Committee chairs the meeting. In case of the absence or unavailability of the Chair, the meeting is chaired by the Vice Chair or, if the Vice Chair is absent, by the oldest member attending the meeting. (2) The General Assembly can appoint a Secretary if needed, who need not be a member of the organisation. (3) Minutes of each meeting shall be produced and signed by the Chair and Secretary within one month of the meeting. Every member will be sent the minutes of the meeting through their registered email.

Article 13 – Board of Directors aka the Coordinator Committee

(1) The Board of Directors consists of a minimum of one and a maximum of two members from each working subcommittee of the Innores International organisation. It is elected by the General Assembly for a fixed term which ends when the next meeting of general assembly is convened. (3) The Board of Directors is the governing body of Innores International. It is responsible for ordinary and extraordinary management. It sets the guidelines for the scientific activity and the management of of both Innores International cohort and community, passes the necessary resolutions and, in particular, approves the annual and multi-annual work plans as well as the budget. (4) The Board of Directors shall meet online or elsewhere whenever the Chair deems it necessary or when requested in writing by a majority of members of the Board of Directors or the Board of Advisors. (5) The Board of Directors shall be convened by the Chair or by another member of the Board via e-mail , normally at least five days before the meeting, indicating the agenda, the link to the online meeting, the date and the time of the meeting. New items on the agenda, proposed orally at the beginning of the meeting, may be added, provided that all participants approve it. (6) The Board of Directors decides by a majority of those present. (7) In duly substantiated cases of urgency and subject to an approval term of at least two days, decisions may be taken by a written consultation procedure. (8) If one or more members leave office due to withdrawal or other causes, the other members take care of finding a replacement (co-optation), provided that the members who left office do not represent half or more than half of the Board (including the co-opted members). The co-opted Board members remain in office until the next General Assembly. However, if half or more than half of the Board members leave office for whatever reason, the entire Board ceases to hold office. In such circumstances the General Assembly shall be convened immediately to elect a new Board of Directors. (9) The Board of Directors delegates ordinary management to the Director of Innores International, including the relevant rights of representation and signing. (10) The Board of Directors may appoint Vice Directors following a proposal by the Director. The Vice Directors shall remain in office until they are revoked, resign or leave.

Article 14 – President and Vice President

(1) The President is the legal representative of Innores International and is elected by the Coordinator Committee. (2) The Coordinator Committee also elects the Vice President. The Vice President shall assume the duties and obligations of the President in the event that the latter is temporarily absent or unavailable. In the event of permanent unavailability, a new President shall be elected. (3) The President sets the guidelines for the scientific activity. (4) The President may take urgent decisions or proceed with business that may not be postponed in place of the Board of Directors or other bodies. However, since decisions need to be ratified, the President shall inform the Board of Directors or the other bodies during the following meeting.

Article 15 – Director

(1) The Board of Directors shall appoint a Director and establish the duties of the Director as the chair of the Coordinator Committee. (2) The Director has the overall responsibility for the professional management of Innores International study group and implements the guidelines for its scientific activity and its management. The Board of Directors delegates ordinary management of Innores International cohort and Innores International community to the Director except when the law, the present Bylaws or the internal regulations explicitly confer competences to other bodies. (3) The Director of Innores International is directly accountable to the Board of Directors. (4) In agreement with the Board of Directors, the Director of Innores International may delegate executive powers in specific domains. (5) In the event no Director is appointed or in case of absence, the functions of the Director shall be performed by a Vice Director.

Article 16 – Innores International group/Cohort

(1) For the areas of activity listed in Article 3(4) of the present Bylaws, Innores International establishes Innores International study group/cohort. (2) The scientific and technical management of these study groups is the responsibility of the Coordinator committee aka Board of Directors and relevant subcommittee of Innores International, whose specific duties/objectives are set forth in the internal regulations. (3) The study group may appoint a representative who can participate in the meetings of the Coordinator Committee without the right to vote.

Article 17 – Board of Advisors aka the guidance and mentoring committee with professors.

(1) Innores International has a Board of Advisors, whose members are invited by the Board of Directors for a flexible term. (2) Only highly qualified researchers and professionals, whose specific characteristics respond to the needs and objectives Innores International, may be eligible to become members of the Board of Advisors. (3) The Board of Advisors elect their representative from among their members for the General Assembly if needed. (4) The Board of Advisors have the following duties: - elaborate guidelines for the scientific activities of Innores International; - participate in the ongoing research projects of the Innores International cohort either as co-authors or in supervisory capacity; - propose and evaluate research programmes and projects; - act as advisors for the Board of Directors, the President and the Director. (5) The members of the Board of Advisors may be entitled to a reimbursement of expenses incurred in the performance of their duties. The Board of Directors may decide to remunerate the members of the Board of Advisors for their work.

Article 18 – Supervisory Board aka Audit and Finance committee

(1) The General Assembly appoints the Audit and Finance committee, which can consist of either a Board of Auditors with 5 full members or any number of deputy auditors with a statuary auditor. The members of the Supervisory Board may not be members of Innores International. (2) The Supervisory Board is appointed for one year; the term ends when the annual balance sheet of their fiscal year is approved. (3) If appointed, the Board of Auditors exercises the duties set forth in the relevant section of Indian legal code including statutory audits. (4) The Board of Auditors participates in the meetings of the Board of Directors. (5) If a Statutory Auditor is appointed, they must be a registered auditor. The activity of the Statutory Auditor is limited to statutory audits.

Article 19 – Fiscal year

(1) The fiscal year begins on 15 May and ends on 14 May of every year.

Article 20 – Annual balance sheet

(1) The Audit and finance committee prepares and approves the budget and prepares the annual balance sheet, which consists of the balance sheet, the income statement and notes to financial statements. In addition, a report by the Coordinator Committee on the situation of Innores International and on the overall management and activities in the various domains must be appended. (2) The Audit and Finance committee shall send the annual balance sheet and report to the Coordinator Committee at least 30 days before the date of the annual meeting in which it will be discussed by the Innores International community and study group. (3) The Coordinator Committee prepares a report on the annual balance sheet and shares it no later than 15 days before the annual meeting of the Innores International community and study group. (4) A copy of the annual balance sheet shall be deposited at the headquarters of Innores International, together with the reports by the Audit and finance committee and the Coordinator Committee, for the 15 days that precede the annual meeting of the Innores International. All the members of the Innores International will receive a copy of the annual balance sheet on their registered email id.

Article 21 – Termination of association

(1) In the event Innores International is terminated, its assets except its research publication shall be transferred to another association with similar objectives, unless the law provides for another procedure. (2) The resolution of termination by the Innores International community shall define the procedure for liquidation and appoint one or more liquidators, whose powers must be determined.

Article 22 – Court of Arbitration

(1) All controversies between Innores International and its members, the members of the coordinator committee and the study group and the liquidators concerning the implementation and interpretation of the present Bylaws shall be referred for resolution to the Court of Arbitration of the Indore High Court in accordance with their Rules of Arbitration, more precisely to the irrevocable judgement of an arbitral tribunal consisting of three arbitrators. The arbitrators shall decide fairly according to the procedures set forth in the Rules of Arbitration. (2) The arbitrators shall be appointed according to the procedures set forth in the Rules of Arbitration by the Coordinator Committee of Innores International.

Article 23 – Notices

(1) Unless otherwise provided, all notices to be made under these Bylaws shall be sent by email to the registered email address of the receiver, which may be their registered email address or other specific email address when requested by the member. (2) All notices that may be send by e-mail or whatsapp shall be sent to the e-mail address or whatsapp number of the receiver. (3) All notices without proof of receipt by their addressee shall be considered duly transmitted only if the receiver confirms their receipt.

Article 24 – Final Provisions

(1) In the absence of specific provisions in the present Bylaws, the relevant laws are applicable, in accordance with the relevant sections of Indian law. (2) Any reference to male persons in the present Bylaws shall equally refer to female persons.