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Chapter I - Name, Registered Address and Object
Chapter II - On Members
Chapter III - On the Organisation and its Operation
Section I - General Provisions
Section II - On the General Assembly
Section III - On the General Council
Section IV - On the Supervisory Board
Section V - On Specialist Committees
Chapter IV - On Discipline
Chapter V - General Provisions
Chapter I
NAME, REGISTERED ADRESS AND OBJECT
Article 1º.
The Associação Portuguesa da Indústria Farmacêutica, which may be called APIFARMA in an abbreviated form, is an association of employers of unlimited duration, incorporated in accordance with the law.
Article 2º.
The Association's registered address is in Lisbon, but delegations and other forms of representation may be established in any other locations.
Article 3º.
The object of the Association is:
a) To represent the companies enrolled in it, helping them to study and resolve problems concerning the production and import of pharmaceutical specialities, the production of active substances for use in pharmaceutical specialities, defending their respective interests and, in general, pursuing all activities and ends which contribute to the fair advancement of its member companies, within the scope of these Articles of Association;
b) To promote understanding, solidarity and mutual support among member companies in order to achieve a better and more effective exercise of common rights and obligations;
c) To represent the member companies before the public administration, other peer national or foreign associations or other associations, and organisations representing employees, with a view to the social and economic development of the sector and the country and to resolving common problems.
The Association may participate in the share capital of companies and be a member of other associations or entities which carry out activities instrumental to the pursuance of its object.
Chapter II
ON MEMBERS
Article 4º.
All individual or collective undertakings which, directly or through third parties, produce in the national territory or import pharmaceutical specialities for human or veterinary use and also serum, vaccines and auxiliary diagnostic products, provided duly authorised to carry out such activities, may become members of the Association.
Individual or collective undertakings which own pharmacies which are also large scale producers of pharmaceutical specialities pursuant to the provisions of the preceding number may also enrol in the Association.
Companies which produce active substances for use in pharmaceutical specialities may also become members.
Admission of new members will be made upon application by the interested parties, assessment of compliance with the respective requirements referred to in the preceding numbers being entrusted to the General Council.
The resolution referred to in the preceding number is subject to appeal, to be laid within ten days before the General Assembly by the applicant or any of its partners.
Member companies will be represented before the Association by the person or persons they appoint, who shall be partners, members of the board or managers with general management powers, which capacity will be evidenced by any document allowed under the law, or by proxy holders having the necessary powers to this end, as evidenced in notarised powers of attorney.
1. For the purposes of the provisions of no. 2 of this article, "large scale" means a minimum annual turnover of 5 million Escudos during the last three years.
2. However, on the basis of the evolution of requirements concerning the sizing of the industry, the General Council may amend the amount referred to in the preceding paragraph, subject to a favourable vote by the Supervisory Council.
Article 5º.
Members shall have the following rights:
a) To participate in General Assemblies;
b) To elect and be elected to offices of the Association, save for the limitations contained in nos. 3 and 4 of Article 9;
c) To request that the General Assembly be convened, in the terms contemplated in no. 2 of Article 13;
d) To present any suggestions they deem fit to achieve the statutory ends;
e) To use the Association's services in the conditions set out by the General Council.
Article 6º
The members shall have the following duties:
a) To punctually pay the membership fees set by the General Assembly;
b) To exercise the rights inherent in the office of the Association to which they have been elected or appointed;
c) To comply with the provisions of the Articles of Association, the resolutions of the Association's bodies and the Association's internal regulations;
d) To attend the General Assemblies and meetings to which they are convened;
e) To provide effective support to all initiatives, as requested by the Association's bodies;
f) To inform the General Council in writing within twenty days of any changes to their respective articles of association, management, domicile, representative before the Association and also any other details concerning their capacity as members;
g) To respect the deontological rules set out to this end in internal regulations.
Article 7º.
The following shall lose their capacity as members:
a) Members which resign;
b) Members which cease to carry out any of the activities referred to in article 4;
c) Members to which a disciplinary sanction of expulsion has been applied;
The General Council is competent to expel members on the basis of the ground referred to in paragraph b) of the preceding number. However, this resolution shall be always preceded by hearing members covered by it.
Members which resign or have been expelled in the terms of paragraph a) of number 3 of article 29 may be readmitted by the General Council, provided they so require and pay any amounts due to the Association, in particular overdue membership fees, beforehand.
Members which cease to belong to the Association for any reason shall no longer be entitled to the Association's estate.
In the case contemplated in paragraph a) of no. 1, the Association shall be entitled to membership fees concerning the three months following notice of resignation.
Chapter III
ON THE ORGANISATION AND ITS OPERATION
Section I - General Provisions
Article 8º.
The bodies of the Association are the General Assembly, the General Council and the Supervisory Council.
Article 9º.
The members of the direction of the General Assembly, the General Council and the Supervisory Council shall be elected for three-year periods by the General Assembly.
The election shall be made by secret vote and in separate lists, in which the offices to be occupied shall be specified.
Bulletins containing deletions, amendments, reservations or in general any writing which is not that originally included therein shall be considered null votes.
The candidacy of a member to an office of the Association shall be made simultaneously with the indication of the physical person who will represent it in the exercise of the aforementioned duties.
No member shall be represented on more than one elective body.
Article 10º.
All elective bodies shall be non-remunerated.
Each member of the Association's bodies shall be entitled to one vote, the chairman or the person who replaces him/her being entitled to a casting vote.
In the event of resignation or dismissal of members of the Association's bodies, these bodies shall remain in operation provided the majority of the members composing them remain in office.
In the event of resignation of the Chairman of the General Council or his/her dismissal by the General Assembly without the immediate election of a substitute, the other members shall choose another Chairman from among the Vice-Chairmen of this body within fifteen days of the date of resignation or removal.
The election of the Chairman of the General Council referred to in the preceding number shall be confirmed by the first General Assembly meeting after such election.
If the new Chairman of the General Council is not elected from among the Vice-Chairmen within the time limit referred to in no. 4 of this article, or the General Assembly referred to in the preceding number does not confirm the election made within such time limit, the offices of all the other members of the General Council shall automatically cease and new members shall be elected in the terms of these Articles of Association.
Section II - On the General Assembly
Article 11º.
The General Assembly shall be composed of all members entitled to fully exercise their rights and shall be conducted by a direction composed of a Chairman, a First Secretary and a Second Secretary.
The Chairman shall be responsible for calling the Assemblies and conducting their respective works.
The Secretaries shall be responsible for assisting the Chairman and replacing him/her if he/she is absent or prevented from attending.
Save in the case contemplated in the last part of the preceding number, if any member of the direction is absent or prevented from attending, the Assembly shall appoint a substitute from among the members present.
Article 12º.
The General Assembly is competent:
a) To elect its respective direction, as well as the General Council and the Supervisory Council, being entitled to dismiss them at all times;
b) To annually set the entrance and membership fees to be paid by members;
c) To annually discuss and approve the Report and Accounts of the General Council, as well as the opinion of the Supervisory Board;
d) To approve the Association's internal regulations;
e) To resolve on amendments to the Articles of Association and Regulations and on any other matters statutorily entrusted to it;
f) In general, to define the Association's guidelines in line with the members' legitimate interests, the sector's social responsibilities and within the ends contemplated in these Articles of Association;
g) To approve the ordinary budget for the following year by 30 November of each year.
Membership fees set in the terms of paragraph b) of the preceding number shall be based on permillage of the total sales of each of them concerning products covered by the scope of this Association, minimum membership fees, however, being set.
In the case contemplated in the final part of paragraph a) of no. 1 of this article, the General Assembly in which the dismissal is resolved shall also provide for the Association's management, immediately appointing one or more ad hoc committees composed of members, which shall replace the dismissed body or bodies until new elections. The same General Assembly shall also set the time limit for holding elections.
Article 13º.
The General Assembly shall ordinarily meet by the end of February of each year to appraise and approve the Report and Accounts of the General Council and the opinion of the Supervisory Board on the management of the preceding year and, where applicable, by 31 December to hold the election referred to in paragraph a) of the preceding number.
Extraordinarily, the General Assembly shall meet whenever the General Council or the Supervisory Board deem appropriate or following a duly grounded request signed by at least twenty members.
Article 14º.
Convocation of any General Assembly shall be made by means of a registered notice sent by post to each member at least eight days in advance and which shall mention the day, time and place of the meeting and its respective agenda.
Unless all members are present and all agree with the addition, no resolutions shall be approved on matters not included in the agenda.
Article 15º.
Upon first convocation, the General Assembly can operate validly only if at least half of all members are present.
In the event of the condition referred to in the preceding number not being met, the Assembly may operate validly irrespective of the number of members upon second convocation thirty minutes after the time set for the first convocation.
Article 16º.
The resolutions of the General Assembly shall be approved by absolute majority of votes of members present.
However, resolutions on amendments to the Articles of Association require a favourable majority of three quarters of the number of members present.
Article 17º.
In meetings where no elections are held, votes may be expressed personally, by mail or by delegation to another member.
In the event of vote by mail or delegation, the member shall send its vote to the Chairman of the General Assembly by registered letter, to be received by the day before the election, or shall delegate the vote in writing, expressly mentioning the Assembly, the agenda and the name of its representative.
Votes in electoral meetings shall be expressed personally, save for members whose registered address is outside the town where the Association has its registered address, which may vote by mail.
In the vote by mail referred to in the preceding number, the list or lists shall be sent in a closed envelope mentioning the Assembly, which shall in turn be sent together with a cover letter identifying the voting member, all sent in an envelope addressed to the Chairman of the General Assembly, sent by registered post and to be received by the day before the election.
Section III - On the General Council
Article 18º.
The management and representation of the Association shall be entrusted to a General Council composed of eleven to fifteen members, including one Chairman and two to four Vice-Chairmen.
One of the Vice-Chairmen, elected by the General Assembly which elects the General Council, shall act as Treasurer.
Article 19º.
The General Council is responsible for:
a) Managing the Association and representing it before the courts or otherwise;
b) Creating, organising and directing the Association's services, providing it with an appropriate technical and professional structure to achieve the Association's ends, and, where necessary, drawing up internal regulations;
c) Complying with the legal, statutory or regulatory provisions, as well as with the resolutions of the General Assembly;
d) Annually submitting the Management Report and Accounts, together with the opinion of the Supervisory Board, to the General Assembly;
e) Submitting the proposals which prove to be necessary to the General Assembly for assessment;
f) Performing all acts deemed appropriate to achieve the Association's ends, respecting the guidelines defined by the General Assembly, in the terms of paragraph f) of article 12.
Article 20º.
The General Council shall delegate the powers necessary for the Association's effective operation and achievement of the Association's ends to an Executive Committee.
The Executive Committee shall be composed of five members appointed from among the members of the General Council by the General Assembly which elects the latter.
The delegation of powers referred to in the preceding number shall always be made without prejudice to the General Council maintaining all its powers, which may be reclaimed at any time.
In the exercise of its duties the Executive Committee shall be bound by the resolutions passed in the General Council.
The General Council may at all times revoke, in part or in whole, the delegation of powers referred to in this article.
The Executive Board may sub-delegate the routine management and direction of the Association's services to an Executive Director.
Article 21º.
The General Council shall meet whenever it deems necessary, but at least once each quarter, upon convocation by its Chairman or the person acting as such, and its works shall begin as soon as half of its members are present.
The Executive Committee shall meet at least once a month.
The resolutions of the General Council and of the Executive Committee shall be approved by majority of votes of members present.
Minutes shall be drawn up for all meetings, which shall be signed by all those who attend.
Article 22º.
The Association shall be bound by the signatures of two members of the General Council, one of which shall be that of its Chairman or Treasurer in the case of documents concerning cash and accounts.
Section IV - On the Supervisory Board
Article 23º.
The Supervisory Board shall be composed of three members, one Chairman and two Members.
If the Chairman is absent or prevented from attending, he/she shall be replaced by the Member appointed to this end by the Supervisory Board itself in its first meeting.
Article 24º.
The Supervisory Board is responsible for:
a) Inspecting the Association's accounts and treasury services whenever it deems appropriate;
b) Providing an opinion on the annual Report and Accounts of the General Council and on any other matters submitted to it by the General Assembly or the General Council;
c) Causing compliance with the statutory and regulatory provisions.
The opinion on the annual Report and Accounts shall be issued within a maximum of fifteen days of the date such documents are submitted to it by the General Council.
Article 25º.
The Supervisory Board shall meet whenever it deems appropriate, but at least once each quarter, and in the other terms and conditions contemplated in article 21.
Article 26º.
The Supervisory Board may attend the meetings of the General Council whenever it deems appropriate or upon the latter's request, but it cannot, however, participate in its respective resolutions.
Section V - On Specialist Committees
Article 27º.
The General Council may appoint specialised committees in order to study certain matters and with a view to preparing resolutions to be approved by it.
The specialised committees shall operate in the terms and conditions set out by the General Council.
Chapter IV
ON DISCIPLINE
Article 28º.
Failure by members to comply with their duties to this Association arising from the law or these Articles of Association shall constitute a disciplinary infringement, punishable in the terms of this and the following article.
No disciplinary sanction shall be applied without the member being served notice to submit its defence in writing within ten days, and without this submitted defence and evidence being appraised.
The notice referred to in the preceding number shall always be given to the member personally or by recorded-delivery letter.
Article 29º.
The following are the applicable disciplinary sanctions:
a) Mere warning;
b) Censure;
c) A fine of up to five years of membership fees;
d) Suspension for up to one year;
e) Expulsion.
In the choice of the sanction to be applied, the seriousness and number of infringements shall be taken into account, as well as the member's disciplinary past.
The sanction of expulsion shall only be applied in the event of serious breach by the member of its fundamental duties, which shall include, in particular:
a) Failure to pay membership fees corresponding to more than six months at the end of the period of time set to this end and notified to it by registered letter;
b) Unjustified refusal to exercise the office of the Association to which it has been elected or appointed;
c) Performance of acts which prevent or render more difficult the execution of the resolutions of the Association's bodies or which conflict with the objectives they aim to achieve;
d) In general, performance of any acts which are contrary to the Association's objectives or which might seriously affect its prestige or the prestige of producers or importers of pharmaceutical products in general.
The General Council shall be responsible for organising the disciplinary processes and applying the sanctions contemplated in paragraphs a) to d) of number 1 and also for applying the sanction of expulsion where the same is grounded on the reason contemplated in paragraph a) of the preceding number.
In cases not contemplated in the preceding number, the sanction of expulsion shall be applied by the General Assembly, following a proposal by the General Council, by a majority of three quarters of the number of members present.
Disciplinary sanctions applied by the General Council may be appealed against to the General Assembly within eight days of the notice given to the member of the sanction applied.
Chapter V
GENERAL PROVISIONS
Article 30º.
The financial year shall coincide with the calendar year.
Article 31º.
The income of the Association is composed of:
a) The proceeds from the members' entrance and membership fees, as well as from fines applied following disciplinary infringements;
b) Income derived from the Association's own assets;
c) Any funds, donations or legacies which may be attributed to it.
Article 32º.
The Association shall only be dissolved by resolution of the General Assembly expressly called to this end and approved by at least three quarters of the total number of its members.
The General Assembly which resolves to dissolve the Association shall also resolve on distribution of the Association's assets.
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