EUROPEAN SOCIETY OF PREVENTIVE,
REGENERATIVE AND ANTI-AGING MEDICINE

By Laws

RULES OF THE SOCIETY
"ESAAM - EUROPEAN SOCIETY OF PREVENTIVE, REGENERATIVE
AND ANTI-AGING MEDICINE"

Article 1: Name, Seat and Scope of Activities

(1) The name of the Society shall be "ESAAM - European Society of Preventive, Regenerative and Anti-Aging Medicine".

(2) The Society shall have its seat in Athens, Greece, and its activities shall extend to the whole world.

(3) The formation of branches is intended.

Article 2: Purpose

(1) The Society, which is a non-profit organization, shall act as an umbrella organization of all national European clinical and research associations for preventive, regenerative and anti-aging medicine. Within the meaning of these Rules, the term "Europe" is used geographically and shall also include the successor states of the former USSR.

(2) The aims to be promoted by the activities of the Society shall in particular be:

1. to maintain and intensify contacts between, and cooperation among, the clinical and research national and European associations for preventive, regenerative and anti-aging medicine;

2. to promote contacts with non-European anti-aging associations as well as to maintain and intensify contacts with other international medical societies;

3. to safeguard the economic interests of its members, in particular to take steps (including legal steps) against unfair competition;

4. to organize the annual/biannual European Congress of Preventive, Regenerative and Anti-Aging Medicine (ECOPRAM);

5. to promote education in the field of preventive, regenerative and anti-aging medicine in Europe so as to achieve a European-wide standard which ranks above average in an international comparison;

6. to support research in the field of preventive, regenerative and anti-aging medicine, to compile the findings gained in such research projects as well as to standardize and process them with the purpose of developing accepted methods of treatment;

7. to provide for, and check, the continuing education of its members and to recognize therapeutic methods.

8. to hold the ESAAM examination and, consequently, to award the ESAAM diploma to ensure a Europe-wide uniform elevated standard of training of physicians practicing preventive, regenerative and anti-aging medicine, and in this connection, to award a title to medical doctors that is recognized all over Europe to document their special training in the field of preventive, regenerative and anti-aging medicine.

Article 3: Titles

(1) Titles may be used in the appropriate gender-specific form.

(2) In international communications, the titles honorary president, president, vice president, treasurer, secretary general and member of the Board shall be used by the persons holding the respective positions.

Article 4: Means for Achieving the Purpose of the Society

(1) The purpose of the Society shall be achieved through the activities and funds specified in Art. 3 paragraphs 2 and 3 of these Rules.

(2) Such activities shall include seminars, educational events and conferences as well as the ESAAM examination and, consequently, the award of the ESAAM diploma as well as the exchange of data among the member associations of ESAAM and between the member states of ESAAM.

(3) The required funds shall be raised by organizing national and international conferences as well as by financial contributions from members, and through donations.

Article 5: Types of Membership

(1) Membership in the Society may take the form of Society members, Individual Members, International Distinguished Members and Supporting Members.

1. Society members

Society members are divided in 2 groups:

- National Societies of Anti-Aging Medicine in Europe (provided that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules).

- Any other additional clinical or research Societies related to preventive, regenerative and/or anti-aging Medicine in each European country or relevant research European societies (provided that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules).

Annual fees for Society membership will be decided by the Board.

Each society-member will be represented in the ESAAM Board by its president or a delegate with a proxy of the president, and in the General Assembly by one (1) representative per 100 Members. The representative(s) should be agreed by the societies-members, he (or she) represent, if any.

The society-members have to follow the purposes of ESAAM and will be requested to provide confirming proofs of this on a regular basis.

2. Individual members

Individual members are divided in 2 groups:

- Those who are not member of a national anti-aging society or other societies members.

They should be MD or PhD working in the fields of preventing, regenerative and anti-aging medicine, or have a diploma which will be accepted by the Membership Committee, and must have an activity into a European country (provided that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules).

Membership annual fee will be decided by the Board.

- Those who are member of a national or other societies members, been already members of ESAAM. They will pay a reduced membership annual fee in agreement with the above mentioned relevant society.

Individual members will be represented in the ESAAM Board, by one (1) representative per 100 individual members to be elected on the occasion of a General Assembly. The term of the delegates of individual members to the Board will be four (4) years.

3. International distinguished members

They are distinguished Professionals in the field of preventive, regenerative and anti-aging medicine. They are designated by the ESAAM Board. They do not pay annual fee. They cannot be members of the Board.

4. Supporting members

They are commercial companies or organizations, which financially support ESAAM. Supporting members cannot be members of the Board and cannot vote.

Article 6: Termination of Membership

(1) Membership ends upon death, loss of legal personality, by voluntary resignation or by expulsion.

(2) Members may resign only as of December 31 of each year. The member wishing to resign shall notify the Board of its intention in writing at least 6 months in advance. If the notification is not made within due time, it shall only become effective on the next date of resignation. The mailing date of the notice shall be decisive for determining whether such notification was timely made.

(3) The expulsion of a member from the Society may be ordered by the Board because of a member's gross violation of its duties and because of dishonorable conduct.

(4) Upon application of the Board, the General Assembly may deprive a member of its honorary presidency for the reasons specified in Art. 6 para. 3 of these Rules.

Article 7: Rights and Duties of the Members

(1) The members are entitled to take part in all the events organized by the Society. Only Society members, Individual Members and International Distinguished Members shall have the voting right in the General Assembly and the right to vote in elections and stand for election. Society members shall exercise their rights through the delegates sent by them to the General Assembly (see Art. 9 para. 4 of these Rules).

(2) Each member is entitled to request from the Board a copy of these Rules.

(3) At the request of at least one tenth of the members, a General Assembly shall be convened by the Executive Committee.

(4) In each General Assembly, the Executive Committee shall inform the members about the activities and the financial position of the Society. If so requested by least one tenth of the members by stating reasons therefore, the Executive Committee shall also furnish such information to the respective members within four weeks.

(5) The Board shall inform the members of the audited annual financial statements (accounting). If such information is provided at the General Assembly, the auditors shall attend such meeting.

(6) The members shall take efforts to promote the interests of the Society and shall refrain from any behavior that may be detrimental to the reputation and purpose of the Society. They shall observe the Rules of the Society and the resolutions adopted by its bodies.

Article 8: The Bodies of the Society

The bodies of the Society shall be:

(1) the General Assembly (Articles 9 and 10 of these Rules)

(2) the Board (Articles 11 and 12 of these Rules)

(3) the Executive Committee (Articles 13 through 15 of these Rules)

Article 9: The General Assembly

(1) The General Assembly is the "meeting of members" Ordinary meetings of the General Assembly shall be convened every two years and shall take the form of a meeting of delegates.

(2) Extraordinary meetings of the General Assembly shall be held within eight weeks

a. upon resolution of the Executive Committee or the ordinary General Assembly,

b. upon the written request of at least one tenth of the members.

(3) All members shall be invited to the ordinary as well as to the extraordinary meetings of the General Assembly at least four weeks in advance in writing, by fax or e-mail (sent to the fax number or e-mail address notified to the Society by the member). The agenda must be specified in the invitation to the meeting.

(4) The delegates to the General Assembly shall be elected within the scope of each society with one delegate being elected for 100 ESAAM members.

(5) Any motions to be dealt with in a meeting of the General Assembly shall be submitted to the Board in writing, by fax or e-mail at least one week before the date of the General Assembly.

(6) Valid resolutions - with the exception of resolutions on motions to convene an extraordinary meeting of the General Assembly - may only be passed within the framework of the agenda.

(7) All members – in the case of Society members their delegates - are entitled to attend the General Assembly and to vote.

(8) Society members shall exercise their voting right through their delegates. Each delegate shall have one vote. The voting right may be assigned to another delegate of the same society member by means of a written proxy. The voting right may, however, not be assigned to a delegate of another society member.

(9) The General Assembly shall have a quorum regardless of the number of members present.

(10) Elections and resolutions by the General Assembly shall, as a rule, take place and be adopted by a simply majority of the valid votes cast. However, resolutions amending the Rules of the Society, dissolving the Society or dismissing the entire Board or the entire Executive Committee have to be adopted by a qualified majority of two thirds of the valid votes cast.

(11) The meetings of the General Assembly shall be chaired by the president, and in case of his/her being prevented, by the vice president. If he/she be prevented too, the oldest in age among all Board members present shall preside over the General Assembly.

Article 10: Tasks of the General Assembly

The following tasks are reserved to the General Assembly:

1. to decide on the budget;

2. to accept and approve the annual report and the annual financial statements with the auditors attending the meeting;

3. to accept the auditors' report in case of irregularities;

4. to select the auditors and/or the auditor of annual financial statements;

5. to elect and dismiss the President and members of the Board, the Executive Committee and the auditors;

6. to approve legal transactions between the auditors and the Society;

7. to accept the Executive Committee's reports on the activities and the financial position of the Society;

8. to release the Board and the Executive Committee from their responsibility for the past fiscal year;

9. to pass resolutions on amendments of the Rules and the voluntary dissolution of the Society;

10. to deliberate and decide on other items on the agenda.

Article 11: The Board

(1) The Board shall consist of the following members:

a. presidents of National Societies

b. the president

c. the secretary general

d. the treasurer

e. the vice presidents

f. the chairs of the committees of the Society.

(2) The Board shall be elected by the General Assembly. Upon the death, resignation or expulsion of an elected member, the Board is entitled to coopt another eligible member, the approval for which action shall be obtained in the next meeting of the General Assembly. Should, without completion by cooptation, the Society have no Board for an unforeseeably long time or none at all, the Executive Committee is obligated promptly to convene an extraordinary meeting of the General Assembly to reelect a Board. In case the Executive Committee is unable to act as well, each auditor is obligated promptly to convene an extraordinary meeting of the General Assembly to reelect a Board. In case the auditors are unable to act as well, any member that realizes the emergency is obligated promptly to apply to the competent court for the appointment of a curator, which curator shall immediately have to convene an extraordinary meeting of the General Assembly.

(3) The Board shall hold office for four years. Each position on the Board shall be exercised personally.

(4) The meetings of the Board shall be called in writing by the president, or in case of his/her being prevented, by the vice president. Should the vice president also be prevented for an unforeseeably long time, any other member of the Board has the right to call a meeting of the Board.

(5) Board meetings shall be called at least once a year.

(6) The Board shall have a quorum if all of its members have been invited and at least half of them are present.

(7) The Board shall adopt its resolutions by a simple majority of the valid votes cast; in case of a tie, the chairperson shall have the casting vote.

(8) Resolutions on the admission of new members to the Society shall be taken by the Board by a two-thirds majority of the valid votes cast.

(9) Meetings shall be chaired by the president or, in case of his/her being prevented, the vice president. Should he/she, too, be prevented, the chairpersonship shall be conferred to the oldest in age among all Board members present or to such Board member that is elected by the other members of the Board by a majority of the votes. If no majority is reached, the Board shall be convened again within four weeks with the same agenda.

(10) Apart from his/her death and the expiration of his/her term of office (Art. 11 para. 3 of these Rules), the period of office of a member of the Board shall end by dismissal (Art. 11 para. 11 of these Rules) or by resignation (Art. 11 para. 12 of these Rules).

(11) The General Assembly may at any time dismiss the whole Board or individual members of the Board. The dismissal shall enter into force with the appointment of a new Board or a new member of the Board.

(12) The members of the Board may at any time resign in writing, addressing the notification of their resignation to the Board, and in case the whole Board resigns, to the General Assembly. The resignation shall become effective only after election or cooptation (Art. 11 para. 2 of these Rules) of a successor.

Article 12: The Tasks of the Board

The Board shall have the following tasks:

1. to determine the number of staff employed by the Society;

2. to employ and dismiss employees of the Society;

3. to appoint the auditors and/or the auditor of annual financial statements;

4. to prepare income and expense accounts with a statement of net assets as of the end of the fiscal year;

5. to draw up the annual budget, the annual report and the annual financial statements;

6. to accept the auditors' reports.

Article 13: The Executive Committee

(1) The Executive Committee shall consist of the following members:

a. the president

b. the vice-presidents

c. the secretary general

d. the treasurer

(2) The Executive Committee shall be elected by the General Assembly. Upon the death, resignation or expulsion of an elected member, the Executive Committee is entitled to coopt another eligible member, the approval for which action shall be obtained in the next meeting of the General Assembly.

(3) The Executive Committee shall hold office for four years. Each position on the Executive Committee shall be exercised personally.

(4) The Executive Committee shall have a quorum if all of its members have been invited and at least half of them are present.

(5) The Executive Committee shall adopt its resolutions by a simple majority of the votes; in case of a tie, the chairperson shall have the casting vote.

(6) Meetings shall be chaired by the president or, in case of his/her being prevented, the Secr. general. Should he/she, too, be prevented, the chairpersonship shall be conferred to the oldest in age among all members of the Executive Committee present or to such member of the Executive Committee that is elected by the other members of the Executive Committee by a majority of the votes. If no agreement is reached, the Executive Committee shall be convened again within two weeks with the same agenda.

(7) The General Assembly may at any time dismiss the whole Executive Committee or individual members of the Executive Committee. The dismissal shall enter into force with the appointment of a new Executive Committee or a new member of the Executive Committee.

(8) The members of the Executive Committee may at any time resign in writing, addressing the notification of their resignation to the Executive Committee, and in case the whole Executive Committee resigns, to the General Assembly. The resignation shall become effective only after election or cooptation.

(9) The meetings of the Executive Committee shall be called by the president, with the notice of meeting being given three weeks in advance.

(10) The Executive Committee may also adopt its resolutions by circular letter, in which case the secretary general shall send the text to the members of the Executive Committee by fax of e-mail by granting an appropriate period for voting. After receipt of all the votes, the president shall determine the result and communicate it to all the members of the Executive Committee by fax or e-mail.

Article 14: The Tasks of the Executive Committee

The Executive Committee shall have the following tasks:

1. to manage the business of the Society and represent the Society vis-à-vis third parties in observance of its duties under the law and the Rules as well as the lawful resolutions of the competent bodies of the Society;

2. to prepare and convene the General Assembly;

3. to inform the competent authority of the formation of the Society and, if members have already been elected to the bodies of the Society before its creation, of their positions and their dates of appointment;

4. to give notice of any amendment of the Rules, of the members of the Society's bodies and any change concerning the Society's address;

5. to furnish information about the activities and the financial position of the Society;

6. to provide for the timely and sufficient presentation of the Society's financial position;

7. to set up a system of accounting in accordance with the requirements of the Society;

8. to provide for the current recording of the income and the expenses of the Society;

9. to submit the documents required for the audit and provide the necessary information to the auditors;

10. to admit new society members, in particular if there are several competing anti-aging associations within one European country and several associations want to join the Society and/or want to for the admission of their members to the Society (cf. Art. 2 para. 2);

Article 15: Special Duties of Individual Members of the Executive Committee

(1) The secretary general shall manage the day-to-day business of the Society. The president shall assist the secr. general in the management of the Society's affairs.

(2) The president shall represent the Society vis-à-vis third parties. Written documents of the Society shall only be valid if signed by the president and the secretary general, in monetary matters (disposition of assets) the signatures of the president and the treasurer shall be required. Legal transactions between members of the Executive Committee and the Society are subject to the approval of another member of the Executive Committee.

(3) The president shall chair the meetings of the Board and the Executive Committee.

(4) The secretary general shall be responsible for keeping the minutes of the General Assembly, of the Board and of the Executive Committee.

(5) The treasurer shall be responsible for the proper handling of the financial matters of the Society.

(6) In case of their prevention, the secretary general and the treasurer shall be represented by their deputies. Such deputies shall be elected by the General Assembly for the same term of office and shall have the right to attend the meetings of the Board and the Executive Committee and shall be invited to such meetings. They shall only be entitled to vote if they act as representatives.

(7) In case of his/her prevention, the president shall be represented by the vice president.

(8) The president may authorize the vice president to manage individual, or groups of, affairs independently. Such authorization may be revoked at any time.

Article 16: The Auditors

(1) The auditor shall be elected by the General Assembly for a term of 2 years. They may be reelected. The auditors may not be members of any body – with the exception of the General Assembly – whose activities are the object of the audit. Legal entities may also be appointed auditors. Auditors need not be members of the Society.

(2) The auditor shall be responsible for the current supervision of the business transactions and the audit of the financial position of the Society with regard to the propriety of accounting and the use of funds in accordance with the Rules. The Board and the Executive Committee shall be responsible for providing the auditors with the necessary documents and information. The auditors shall report to the General Assembly on the results of the audit.

Article 17: Committees

The Board can establish the following committees:

(1) Advisory Committee. Members can be or not members of the Board. It will take in charge the ethical problems, will control the rules of ESAAM, and will advice the Executive Committee on any question. Members will be elected for 4 years.

(2) Membership Committee. It will control Societies’ and individual’s candidatures and propose their acceptance or rejection to the Board. Members of this committee have to be members of the national society or any other society of the relevant nation already approved by ESAAM.

(3) Scientific Committee. Members can be European or not. It will organize the European Educational Program and the ESAAM diploma.

(4) Congresses and Publications Committee. It will designate and control the National Society in charge of an ECOPRAM and other conferences and symposiums initiated by ESAAM. Also it will arrange necessary resources for publications of advance researchers of ESAAM members.

(5) Certification Committee. It will organize the rules for certification of Clinics, Products and Methods which can be approved by the ESAAM Board with presenting the ESAAM Diploma.

(6) Industrial Committee. It will coordinate and organize companies and individual members who are ready to support the activity of ESAAM by donations and commercialization of new methods and technologies approved by ESAAM.

Article 18: Voluntary Dissolution of the Society

(1) The voluntary dissolution of the Society may solely be decided in a meeting of the General Assembly by a two-thirds majority of the valid votes cast.

(2) In such meeting of the General Assembly the liquidation of the Society shall also be decided on provided that the Society has any assets. In particular, a liquidator shall be appointed and it must be decided to whom the liquidator shall assign the remaining assets of the Society after discharging its liabilities. To the extent possible and permitted, such remaining assets shall be given to an organization having the same or similar purposes as this Society, otherwise to a charity. To the extent that the members have made any contributions, the assets may also be distributed to individual members, but only to the extent of the amount of their contribution made.

Article 19: References

Any reference made herein to any federal law shall, if such law is amended, refer to its version as amended from time to time, and if such law is repealed, reference shall be deemed made to the federal law that has replaced the repealed law in observance of the subject-matter regulated therein.