Statutes of the International Society for Exosome-Based Medicine (SIM-BEX)

Con domicilio en la Circuito Misioneros 4, Ciudad Satélite, Naucalpan de Juárez, Estado de México, CP 53100 que tendrá por objeto las siguientes finalidades:

a) Promote knowledge, scientific and clinical development of medicine based on exosomes, its characterization and isolation techniques, its diagnostic and therapeutic value and all those that in the future derive from this branch of human knowledge.

b) Promote the training of specialist professionals in the various fields of Exosome-Based Medicine.

c) Evaluate that the scientific training of the people who will integrate this Society, is in accordance with the current competencies.

d) Disseminate the scientific and clinical knowledge of the specialty through its scientific journal, to the rest of the national and international community.

e) Participate in the activities of other international scientific societies.

SECOND TITLE: Of the Partners

ARTICULO SEGUNDO:

The members of the International Society for Exosome-Based Medicine (SIM-BEX) may be: founding members, active members, honorary members, correspondents and cooperators.

They are founding partners, the national or foreign people who have founded and created the concept of the International Society of Medicine Based on Exosomes.

Honorary members are national or foreign individuals who will be granted this distinction by the unanimity of the Board of Directors in consideration of the scientific work they have carried out in the field of SIM-BEX

Corresponding Partners are any person residing abroad who is interested in acquiring the quality of such and whose request has been approved unanimously by the Board of Directors.

Cooperating Partners are any person who is interested in contributing to the purposes pursued by SIM-BEX and whose application has been unanimously approved by the Board of Directors.

The Honorary Members, the corresponding members and the cooperators do not have the right to vote in the Members' Meetings, nor can they intervene in the Management of the Company.

Those honorary members who, at the time they have been appointed as such, have been members of other institutions or scientific societies with a similar purpose, are excluded.

THIRD ARTICLE:

The active members of the SIM-BEX must be professionals graduated from the Universities or Educational Institutions of each Country and who are accredited by them.

Active members have the following obligations:

a) Serve the positions for which they are appointed and collaborate in the tasks entrusted to them.

b) Attend the meetings that are legally convened.

c) Comply in a timely manner with their pecuniary obligations towards the SIM-BEX SIM-BEX.

d) Comply with the provisions of the Statutes and regulations of SIM-BEX, and abide by the agreements of the General Assemblies and the Board of Directors.

Active members have the following obligations:

a) Elect and be elected to serve in management positions of the SIM-BEX SIM-BEX.

b) Present any project or proposal to the Board of Directors, which will decide its rejection or inclusion in the table of a General Assembly. Every project or proposal presented by ten percent of the partners, at least fifteen days before the General Assembly, must be presented for its consideration.

c) Participate with the right to voice and vote in the General Assemblies.

They will be suspended in all their rights in the SIM-BEX SIM-BEX:

a) The partners who are behind for more than 1 year in the fulfillment of their pecuniary obligations towards the SIM-BEX SIM-BEX.

Once the delay has been verified, this fact will be communicated to the respective partner by means of a certified letter addressed to the address registered in the Corporation. The partner will have a period of ten business days to catch up on the payment of their pecuniary obligations. In the event that the partner does not pay up to date, the Board of Directors will declare the suspension without further processing. This suspension will cease immediately once the delinquent obligation that gave rise to it has been fulfilled.

b) Members who unjustifiably do not comply with their obligations under letters a) b) and d) of this article. The suspension will be declared by the Board of Directors for up to two months in the case of letter b), this suspension will be applied for three unjustified absences. In all the cases contemplated in this article, the Board of Directors will inform the next General Assembly that is held about the members that are suspended.

The quality of partner is lost:

1) By written resignation presented to the Board of Directors.

2) Due to death.

3) By expulsion agreed by the Board of Directors in the manner and for the following reasons:

Having unjustifiably incurred in default or delay in the payment of social contributions, for two consecutive years.
For causing serious damage in word or in writing to the interests of the SIM-BEX SIM-BEX.
For having suffered three suspensions of their rights, in accordance with the provisions of letter b) of the paragraph referring to the suspension of this article, within a period of two years counted from the first suspension.
Having committed a serious breach of the International Code of Ethics in Medicine.

In the event of the possibility of concurring any of the above causes, an investigation will be opened by the Disciplinary Commission.

The Disciplinary Commission is a permanent body of the Corporation whose purpose is to investigate the facts described in this article and will be made up of three active members elected by the General Assembly, according to the same procedure established in these bylaws for the election of Directory. The Disciplinary Commission will last in the exercise of its functions the same term of duration as the Board of Directors and will be chaired by the member who has obtained the highest vote.

The disciplinary measures will be applied by the Board of Directors after an investigation of the facts carried out by the Disciplinary Commission, which will initiate the procedure by personally notifying the affected member of the complaint. He shall have the right to be heard, present his defenses and defend himself against the complaint made against him in accordance with the rules of due process under Mexican law and international law. Once the investigation is completed, the Disciplinary Commission will submit the information to the Board of Directors so that it may issue a ruling, proposing some disciplinary measure provided for in the statute or acquittal.

The Board of Directors must decide within a period of one month from receipt of the information, by the absolute majority of its members, except for expulsion, which requires at least two thirds of them. The resolution of the Board of Directors will be notified to the member by means of a certified letter, the notification being understood as practiced, on the fifth business day after the letter is delivered at the Post Office.

The partner to whom a disciplinary measure is applied by the Board of Directors, will have a period of thirty days, counted from the respective notification, to appeal to an Extraordinary General Assembly, which will definitively resolve the application of said measure. Against the resolution of the General Assembly no appeal will proceed.

FOURTH ARTICLE:

Active members have full rights to speak and vote in the General Assemblies of members.

FIFTH ARTICLE:

Active members are professionals who meet some of the following requirements:
Being of a Profession related to the Biotechnological, Medical, Biomedical area or university professional with academic training that has affinity with the objectives of the SIM-BEX.
Candidates for membership must submit:
Curriculum vitae proving his active participation in basic, preclinical and clinical research activities in the area of cellular secretome, microvesicles, exosomes, apoptotic bodies, growth factors, microRNAs and bioactive molecules related to the area of knowledge of the SIMBEX SIM-BEX
Letter of recommendation from two partners
Applicant's Letter of Intent
Be accepted by the majority of the Board of Directors.

SIXTH ARTICLE:

Active candidates or partners must present a research paper that will be evaluated by a Commission made up of three partners, appointed by the Board of Directors.

THIRD TITLE: Management and Administration

SEVENTH ARTICLE:

The Management and Administration of SIM-BEX will be exercised by the General Assembly of Partners and the Board of Directors.

The attributions and duties of the Board of Directors are:

a) Direct the SIM-BEX and ensure compliance with the Statutes and the purposes pursued by the Corporation.

b) Manage social assets and invest their resources. As administrator of the corporate assets, the Board of Directors will be empowered to buy, sell, give and lease; assign and transfer all kinds of personal property and real estate values; give and lease real estate for a period not exceeding three years, grant concessions from the casino of the registered office; accept collateral security and raise said security; grant cancellations and receipts; enter into employment contracts; set their conditions and put an end to them, enter into mutual contracts and current deposit, savings and credit accounts and draw on them; withdraw checkbooks and approve balances; endorse and cancel checks and recognize balances; carry out international exchange operations, receive, contract, raise and postpone pledges; attend meetings with the right to voice and vote; delegate all or part of the economic and administrative powers and revoke powers and compromise; accept all kinds of inheritances, legacies or donations; take out insurance, pay premiums, approve claims settlements and receive the value of the policies; sign, endorse and cancel policies, stipulate in each contract that it celebrates, the prices, terms and conditions that it deems convenient; annul, rescind, resolve, revoke and terminate said contracts. Terminate current contracts, by resolution, eviction or any other way; contract credits and execute all those acts that tend to the good administration of the SIM-BEX.

Only by agreement of an ordinary or extraordinary General Assembly of partners may the real estate of the Company be purchased, sold, mortgaged, exchanged, assigned, or transferred; establish easements and prohibitions on encumbering and alienating, leasing real estate for a period of more than three years.

c) Summon General Assemblies of partners, both ordinary and extraordinary, in the manner and at the time indicated in these Statutes.

d) Draft the regulations that are deemed necessary for the best functioning of the SIM-BEX and of the various bodies that are created for the fulfillment of its purposes and submit said regulations to the approval of the General Assembly .

e) Comply with the agreements of the General Assemblies.

f) Render an account in the Ordinary General Assembly of the year, both of the progress of the institution and of the investment of funds, through a report, balance and inventory that will be submitted on that occasion to the approval of the partners.

EIGHTH ARTICLE:

The Board of Directors will be made up of nine members in total, including within this number of nine directors, the President who has finished the previous period, who is called "Past President".

Eight of the members of the Board of Directors will be elected from among the active members of the entity, by the Ordinary General Assembly that must be held every three years, in accordance with Article Eighteen of these bylaws.

The Board of Directors will be elected every three years in an Ordinary General Assembly, in which each member will vote for a single person, proclaiming elected those who in the same and only vote result with the highest number of votes, until completing the number of directors that must be chosen. In the event of a tie for the last place on the list of positions, a vote will be called again for those positions, repeating the same procedure as above. In the event that a tie occurs again, the draw method will be used to settle the election.

The Board of Directors must meet quarterly. The Board of Directors will meet with the absolute majority of its members and its agreements will be adopted with the absolute majority of the attendees, deciding, in case of a tie, the vote of the president.

NINTH ARTICLE:

The SIM-BEX will have a Board of Directors that directs and manages the Corporation. The Directory will last three years in its functions. Only active members can be elected members of the Board of Directors.

The executive positions of the Board of Directors will have the following integration:

President

b) Past President

c) Vice President

d) The Secretary General

e) Treasurer

f) 4 Vowels

All members of the Management positions must have the status of Active Partner, and meet the selection criteria of the SIM-BEX.

To exercise the position of Treasurer, one must have been a member of the Advisory Council indicated in Article Ten of the bylaws or be assigned by the Vice President.

In the event that for any reason a Director is absent or unable to perform his/her duties for a period of more than three months, a vacancy will occur in the position and the Board of Directors will appoint a replacement to serve in his/her duties. only the time remaining to complete his term to the replaced Director.

In the event that the absence or impossibility is less than three months, there will only be subrogation among the members of the Board of Directors, according to the order of rotation indicated below.

The management positions will be established according to a rotation in the following order

TENTH ARTICLE:

The Board of Directors will be elected in the ordinary General Assembly of partners, according to the eighteenth article.

The Board of Directors, among the members in office, will elect the Treasurer for the following period from the members of the Board of Directors by absolute majority.

The rest of the members of the Board of Directors will rotate according to the following order, from Treasurer to Secretary, from Secretary to Vice President, from Vice President to President, from President to Past President.

TENTH ARTICLE:

The Board of Directors must be composed of at least five medical-surgeon partners

TWELFTH ARTICLE:

The President and Vice President of SIM-BEX must have at least 8 years of experience in the field.

THIRD ARTICLE:

It corresponds to the Chairman of the Board of Directors, who will also be the Chairman of the SIM-BEX SIM-BEX:

a) Represent SIM-BEX.

b) Convene sessions of the Board of Directors and Assemblies.

c) Preside over the sessions of the Board of Directors and of the ordinary and extraordinary Assemblies.

d) Sign the official correspondence of the Company.

e) Endorse the drafts and vouchers presented by the Treasurer.

f) Ensure compliance with the Statutes and Regulations of the Corporation and the agreements of the General Assembly of the Board of Directors.

g) Submit, together with the Treasurer, to the Ordinary General Assembly, the report and the budget and balance of the annual movement of the Corporation's funds.

h) In general, take all those measures that claim the interests of the Company, in accordance with the Bylaws and that are compatible with good administration.

i) May dispose of 15%, without the agreement of the Board of Directors, as an equivalent amount to cover minor expenses required to fulfill the purposes of SIM-BEX or its administration, during its mandate.

j) Sign, together with the Treasurer, the checks from the current bank accounts maintained by the SIM-BEX. If he is not present because he is of a Nationality Other than Mexican, this effect will be covered by the Vice President.

k) Other powers determined by these statutes and regulations.

FOURTH ARTICLE:

The Vice President is responsible for replacing the President with the same powers and obligations in the event of his absence for any reason.

FIFTH ARTICLE:

Corresponds to the Secretary:

a) Keep the Minutes Book of the Board of Directors and of the ordinary and extraordinary Assemblies.

b) Keep the register of SIM-BEX partners.

c) Custody the archive and other documents of the Corporation, except the documentation of the Treasury.

d) Sign in , next to the President, the official documentation.

e) Take care of the sending of citations and publication of notices of General Assemblies, acting in agreement with the President.

f) Write correspondence.

g) Monitor the transcription of all agreements.

SIXTH ARTICLE:

The functions and duties of the Treasurer are the following:

a) Keep and update all the economic and financial information of the SIM-BEX, including inventory of goods, bank accounts and investments of the SIM-BEX, on behalf of the Directory.

b) Supervise the accountant responsible for the general accounting and balance sheet of the Company, and who has been hired for these purposes by the Board of Directors.

c) Organize the collection system for social contributions and any other resource of the SIM-BEX.

d) Submit a semi-annual account to the Board of Directors of the status, progress and management of the Treasury.

e) Present jointly with the President annually to the General Assembly of Partners the balance of the SIM-BEX for its approval.

f) Sign the SIM-BEX checks together with the President. The President, if he is not Mexican, or is not living in the country where he gives in, will be the Vice President who will carry out this function.

g) Make the accounting books of SIM-BEX and the corresponding file available to the Auditing Commission.

Any other function that he assigns the present statute, the Board of Directors and that is directly linked to the previous ones.

FOURTH TITLE: Assemblies

SEVENTH ARTICLE:

There will be Ordinary and Extraordinary General Assemblies.

EIGHTH ARTICLE:

The Ordinary General Assemblies will be held once a year and any matter of interest to the Corporation may be dealt with therein, except for those that are reserved by statute for the knowledge of an Extraordinary General Assembly.

In the Ordinary General Assembly, the Board of Directors of the Corporation will be elected every three years, as indicated in the eighth article of the statutes.

The deliberations and agreements adopted must be recorded in a special minute book, which will be kept by the Secretary. The minutes will be signed by the President, by the Secretary or by those who take their place and, in addition, by the assistants or by three of them designated by each Assembly. In these minutes, the members attending the Assembly may stamp the claims appropriate to their rights, due to procedural defects related to the summons, constitution or operation of the Assembly.

NINTH ARTICLE:

The Extraordinary General Assemblies will be called by the Board of Directors, when by agreement of a simple majority of its members, it deems it convenient, or when fifty percent plus one of the partners request it in writing to the Board of Directors. In the calls for these Extraordinary General Assemblies, the matters to be discussed must be specified and only these matters may be considered in their celebration.

TWENTIETH ARTICLE:

Summons to General Assemblies, both Ordinary and Extraordinary, will be made by notice that will be published only once in the news portal of the company's electronic page, and/or, where appropriate, in a newspaper with national circulation, within a period of twenty days and not less than ten days, preceding the date set for the Assembly.

The General Assembly is constituted, in first summons, with the absolute majority of the active members of the Corporation and that, in the event that this quorum is not met, this fact must be recorded in the minutes and a new summons shall be arranged, to different day, within thirty days following the first summons, in which case the Assembly will be held with the active members who attend. It may not be summoned in the same notice, for a second meeting when due to lack of quorum the first one is not carried out.

TWENTY-FIRST ARTICLE:

Corresponds to the Ordinary General Assemblies:

a) Proclaim the members of the SIM-BEX Board of Directors elected in accordance with the eighth article of these Statutes.

b) Decide on the annual report to be presented by the President.

c) Decide on the Balance of the Financial Year of the previous year.

d) Designate the Accounts Review Commission for the following period, which will be made up of two regular members and two alternate members, not Directors. None of the members of this Commission may be re-elected for consecutive terms.

e) Decide on the annual budget of income and expenses.

f) Consider all matters presented by the Board of Directors to the partners.

TWENTY-SECOND ARTICLE:

The agreements of the General Assemblies will be adopted by simple majority. Only two thirds of the attendees will be needed to agree on the modification of its Statutes.

FIFTH TITLE: SIM-BEX income and assets

ARTICLE TWENTY-THREE:

The entries and goods of the SIM-BEX are:

a) The ordinary annual fee of the active members will be determined by the Ordinary General Assembly of the corresponding year, at the proposal of the Board of Directors, and may not be less than 5 UMAs nor greater than 85.1 UMAs. Extraordinary fees will be determined by an Extraordinary General Assembly at the proposal of the Board of Directors. A quota of this nature will be set and demanded each time a General Assembly agrees, when the needs require it. These odds may not be less than 5 or more than 85.1 UMAs.

b) Donations and legacies made to SIM-BEX.

c) Income obtained by other means.

TWENTY-FOURTH ARTICLE:

The Board of Directors is responsible for the administration of corporate assets and the investment of funds in accordance with the Budget and the purposes of SIM-BEX.

All the activities carried out by the SIM-BEX must be financed, for which a prior budget must be presented, duly documented.

If the expense incurred exceeds the original budget by 20%, the Board of Directors will have the obligation to deliver the justification for this deficit at the next Ordinary Members' Meeting.

SIXTH TITLE: Of the Auditing Commission of Accounts

ARTICLE TWENTY-FIVE:

There will be an Accounts Review Commission, made up of three members, elected by the Ordinary General Assembly, in accordance with the same procedure indicated in the bylaws for the election of the Board of Directors. The Auditing Commission of Accounts will last in the exercise of its functions the same term that the Board of Directors lasts.

The Auditing Commission of Accounts will be chaired by the member who obtains the highest number of votes in the respective election; and may not intervene in the administrative acts of the Board of Directors.

The Accounts Review Commission will have the following powers:

a) Examine the treasury books and other accounting books of the Corporation;

b) Inspect the bank accounts and the accounts of the Corporation;

c) Make sure that the management of the Corporation's funds is correct;

d) Review the annual balance sheet of the Corporation and the statement of financial position.

The Review Commission must issue a written report of its efforts.

ARTÍCULO VIGÉSIMO SEXTO:

For the performance of its duties, the Accounts Review Commission will be summoned ex officio by the Secretary of the SIM-BEX Board of Directors within 15 days following the Meeting.

TITLE SEVENTH: Modification of the Statutes and dissolution

TWENTY-SEVENTH ARTICLE:

The Corporation may agree to the reform of its bylaws or the dissolution of the same, only by two thirds, at least, of the active members attending an Extraordinary General Assembly summoned especially to know the reform of the bylaws or the dissolution of the entity. , as appropriate.

The Assembly must be held with the assistance of a Notary Public, who will certify the fact that all the formalities established by the statutes for its reform or for the dissolution of the Corporation have been complied with, as the case may be.

Once the voluntary or forced dissolution of the institution is agreed, its assets will pass to the non-profit entity with legal personality in force.

FINAL ARTICLE:

Situations not provided for in these Statutes shall be governed by the rules contained in title thirty-three of the First Book of the Civil Code, Supreme Decree of Justice number one hundred and ten of seventeen January nineteen seventy-nine.