Statutes
With the changes approved at the General Meetings of 29/10/2004 and 29/10/2011, according to the public deed of 27/03/2012, published on 29/03/2012 at http://publicacoes.mj.pt (NIPC 503646369).
PORTUGUESE ORTHODONTIC SOCIETY
CHAPTER I
NAME, DURATION REGISTERED OFFICE AND OBJECT
ART. 1
(NAME AND DURATION)
The Association adopts the name “Sociedade Portuguesa de Ortodontia” (Portuguese Orthodontic Society) and is a non-profit association of unlimited duration.
ART. 2
(SEDE)
The Association’s headquarters are at Praça Filipa de Lencastre, 22, 1º, sala 27, 4050-259 Porto.
ARTICLE 3
(ENDS)
The purposes of this Association are scientific and research, aimed at the study, research and dissemination of orthodontics, both in Portugal and in any other country where the Board deems it appropriate, through:
a) Orthodontic training and improvement courses.
b) Organization of symposia, congresses and orthodontic courses.
c) Publication of scientific papers.
d) Promoting and supporting scientific research initiatives.
CHAPTER II
MEMBERS, ADMISSION, RIGHTS, DUTIES AND EXCLUSION.
ARTICLE 4
(CATEGORY AND ADMISSION)
1. All legally recognized professionals who apply in writing to the Board of Directors may be members of the Association, and their admission is subject to ratification by the General Assembly and payment of a fee set by the General Assembly.
2. Members of the Association shall be grouped into the following categories:
EFFECTIVE: All members who are constituted as such under the terms of the previous paragraph;
FOUNDERS: All professionals listed as members in the Association’s deed of incorporation.
HONORARIES: Natural or legal persons, or full members, who have played an outstanding role in the development of the Association’s activities.
3. Honorary Members shall be appointed by decision of the General Meeting, on a proposal from the Board of Directors.
ARTICLE 5
(MEMBERS’ RIGHTS)
In addition to those that may be attributed to them by the Association’s regulations, the rights of full and founding members are:
a) To elect and/or be elected to office in the Association;
b) Participate in General Meetings by discussing and voting on all matters dealt with.
ART. 6
(MEMBERS’ DUTIES)
The duties of full and founding members are:
a) Provide effective collaboration to all initiatives that promote the prestige and development of the Association;
b) To exercise, free of charge, with assiduity and interest, the positions for which they have been elected or appointed by the competent bodies;
c) Comply with the obligations arising from these statutes, the Association’s regulations and those resulting from the decisions of its governing bodies;
d) Pay a monthly fee to be set by the General Meeting.
ARTICLE 7
(DISMISSALS AND EXCLUSIONS)
1. Members who:
a) They request it in writing.
b) Are excluded for:
b.1. Carry out acts that are contrary to the Association’s objectives or that could in any way affect its prestige or that of its members;
b.2 They are in arrears with their membership fees and do not settle their debt within thirty days of the date of registration of the reminder letter sent to them.
2. In the event of any of the cases in paragraph b.) of the previous number, the exclusion will be decided by the Board of Directors, after prior hearing of the interested party, and the decision may be appealed to the General Assembly within thirty days of the decision of the Board of Directors.
CHAPTER III
SECTION I GENERAL PRINCIPLES
ARTICLE 8 (GOVERNING BODIES)
The Association’s bodies are:
The General Assembly, the Board of Directors, the Scientific Council, the Founders’ Council and the Supervisory Board.
SECTION II GENERAL MEETING
ARTICLE 9 (CONSTITUTION AND COMPETENCE)
1. The General Assembly is made up of all full and founding members exercising their rights.
2. The board of the General Assembly is made up of a chairman, a vice-chairman and two secretaries, who must be elected from among the full and founding members. founding members.
3. The vice-president replaces the president in his absence or impediment.
ARTICLE 10 (COMPETENCE)
1. The General Assembly is responsible for:
a) To elect its board, Supervisory Board and Scientific Council.
b) To approve, on the proposal of the Board, the regulations of the Association and of the delegations.
c) To swear in the elected governing bodies.
d) To dismiss the Board of Directors by a majority of 3/4 of the members present.
e) To assess and vote on the report and accounts for each financial year and the budget for the following year.
ARTICLE 11 (MEETINGS)
The General Meeting shall meet in ordinary session during the first quarter of each calendar year for the purposes of paragraph 1 e) of the previous article, and every two years for the purposes of paragraph 1 e) of the previous article.
a) of the same paragraph and article, and, extraordinarily, at the request of the Executive Board, the Council
of at least 1/5 of the Association’s full members in good standing.
ARTICLE 12 (FUNCTIONING AND DELIBERATION)
1. The General Meeting can only take place on the first call provided that more than 50% of the votes are present.
2. Each member has one vote.
3. The General Assembly shall operate under the terms stipulated in its rules of procedure.
4. Subject to legal provisions, decisions of the Assembly shall be taken by a majority vote of the members present or represented.
SECTION III MANAGEMENT
ARTICLE 13 (COMPOSITION)
1. The representation and management of the Association shall be entrusted to a Board of Directors made up of between 3 and 7 full members and/or founders, all of whom shall be appointed by the Founders’ Council.
2. At its first meeting, the Board shall choose a Chairman and a Vice-Chairman from among its members.
ARTICLE 14 (COMPETENCE)
The Board is responsible for:
a) Represent the Association in and out of court, through its President, or the Vice-President in the event of the former’s absence or impediment;
b) To manage the Association’s activity; to carry out the operations arising from its object;
c) Drawing up the annual activity plan and budget, monitoring its execution, and presenting the Annual Report and Accounts to the General Meeting, accompanied by the opinion of the Supervisory Board;
d) Acquiring, disposing of, encumbering any movable or immovable property, and leasing it.
SECTION IV SCIENTIFIC COUNCIL
ARTICLE 15
(CONSTITUTION)
The Scientific Council is made up of between 5 and 9 members, and any type of Associate can be part of it.
ART. 16
(SKILLS)
1. The Scientific Council is a technical body that will meet whenever and only when requested to do so by the Board of Directors or the General Assembly.
2. Its decisions are not binding
SECTION V SUPERVISORY BOARD
ARTICLE 17
(CONSTITUTION)
The Supervisory Board is made up of 3 members: Chairman, member and rapporteur from among the full and founding members.
ARTICLE 18
(COMPETENCE)
The Audit Board is responsible for:
a) To examine the Association’s accounts.
b) Draw up an opinion on the Board of Directors’ Report and Accounts, to be submitted to the General Meeting.
c) To meet with the Board of Directors whenever it sees fit and to give its opinion on any matter submitted to it.
SECTION VI BOARD OF FOUNDERS
ARTICLE 19
(COMPOSITION)
The Founders’ Council is made up of the members who notarially constituted the Association, and possibly members invited by the Council itself.
ARTICLE 2
(SKILLS)
The Founders’ Council is responsible for:
a) Appoint the Board of Directors.
b) To give opinions and suggestions regarding the general lines of action of the Board of Directors in order to fulfill its statutory purposes.
c) To give its opinion whenever requested by the Board on matters submitted to it.
d) To give its opinion on proposals to amend the statutes and internal regulations, for subsequent deliberation by the General Assembly.
e) To propose to the Board any disciplinary measures against members of the Founders’ Council, which must be approved by a 2/3 majority of the founding members present.
CHAPTER IV HERITAGE
ARTICLE 21
(HERITAGE)
1. The Association’s assets are made up of members’ shareholdings.
2. The participation of members is equal, regardless of their category, with the exception of honorary members.
CHAPTER V GENERAL PROVISIONS
ART. 22
(SOCIAL YEAR)
The fiscal year coincides with the calendar year.
ARTICLE 23
(RESPONSIBILITY)
The responsibility of the Board of Directors ceases once the accounts and management report have been approved, unless it is proven that these documents contain false information or omissions.
ART. 24
(MANDATE, DISMISSAL AND VACANCIES)
1. With the exception of the Board of Directors and the Founders’ Council, the other governing bodies are elected for a period of three years at an ordinary meeting of the General Assembly.
2. Board members are appointed for 2-year terms.
3. Members whose term of office expires must remain in office until new members are elected or appointed.
4. The governing bodies, or any of their members, may be removed from office at any time by resolution of the General Meeting
5. The Assembly that decides on any dismissal shall set a date for an extraordinary reconvening to hold new elections.
6. When deciding to remove any body or any of its members from office, the General Assembly must appoint replacements until new ones are elected, except in the case of the removal of the Board of Directors, in which case an Administrative Committee made up of three members must be elected, one of whom shall be appointed Chairman.
CHAPTER VI
ARTICLE 25
(INSTALLATION COMMISSION)
The following members were part of the Installation Committee of this Association: Dr. Ilídio Oliveira Santos, Dr. Francisco José Pinheiro Freitas, Dr. Rui Alexandre da Cruz Domingues, Dr. Joaquim Carlos Maciel Morgado and Dr. José Carlos Carvalho Ramos Pereira.
CHAPTER VII
ARTICLE 26
(FOUNDING MEMBERS)
Founding Members are Dr:
Ilídio Oliveira Santos, Francisco José Pinheiro Freitas, Rui Alexandre da Cruz Domingues, Joaquim Carlos Maciel Morgado, José Carlos Carvalho Ramos Pereira, Aelson Machado Caldeira, Ana Paula Gomes Torres, Ana Paula Monteiro B. Magalhães Pinto Ferreira, Anabela Cruz Henrique Leal, António Joaquim Teixeira Faria, António Jorge Carneiro Alves, António Manuel Rocha Pina, António Nuno Portela M. P. Lopes, Carlos Alberto Mota Duarte, Carlos Alberto Oliveira Santos Pinto, Carlos Alberto Sá da Costa, Carlos Orlando Barbosa Queirós, Eduardo Jorge Pereira Santos Almeida, Isabel Maria Martins Xavier Fernandes Mariz, Jorge Manuel Alves Miranda Bandeira Duarte, Jorge Manuel Gonçalves Pacheco, Jorge Manuel Pereira Catarino, Jorge Manuel Sousa Crespo, José Carlos Pernes Silva Fernandes, José Luís Barbosa Queirós, Luís Filipe Delgado Tomás, Luís Manuel Marques, Luís Sousa Pinto, Manuel Marques Ferreira, Manuel Martins Lopes, Maria Filomena Henriques Pintelos Pais Aguiar, Martinho Luís Ramos Moreno Pinheiro, Miguel José da Silva Nóbrega, Norberto Gameiro Malho, Paulo Rubens Sodré Junior, Rogério da Rocha Pereira, Sérgio Augusto Sousa Gonçalves, Silvestre João Santos Agostinho, and Rui Alexandre da Cruz Domingues.
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