Create a private law corporation governed by title XXXIII of book I of the Civil Code, the other relevant statutory and regulatory provisions and these statutes to be called "Academy of Sciences pharmaceutical of Chile", in later Academy.
The home of the Academy will be the commune of Santiago, province of Santiago, Metropolitan region.
The objectives of the Institution are:
(a) Promoting research, the study and diffusion of the pharmaceutical sciences and related, such being understood as those related to health; holding meetings, seminars, symposia, courses and events of this kind
(b) Maintaining links and cooperating with national and international institutions related to the profession; the Ministry of Health attaches particular importance, the school of chemical pharmaceuticals, and university centers where the career of Pharmacy and Chemistry and Pharmacy is taught, in order to ensure the quality of the studies, as well as its constant adaptation to the advance of science and technology
The Academy may not proceed directly or indirectly political purposes, Trade Union, religious nor for profit or any other purpose contrary to the statutory and regulatory provisions which are applicable, in accordance with its statutes.
Without limiting the foregoing, It will allow you to promote, practice and develop, by all means at their disposal any work of social progress or benefit to the community and to collaborate with legally constituted institutions in all that tends to fulfill their purposes.
The duration of the Academy shall be indefinite.
MEMBERS OF THE ACADEMY
The Academy will have four classes of members:
- National correspondents;
- Corresponding foreigners; and
- Fees and
The Academy will have up to 36 members of number, there is no limit on the number of members of classes (b) to (e).
The incorporation process will be established in a specific regulation.
The members of number must be residents of the country and hold the Title of Pharmacist, Pharmaceutical or Related Sciences Chemist and who are judged creditors to this distinction on the merit and importance of his scientific work, professional and/or teacher.
The corresponding members may be nationals or foreigners who are judged creditors to this distinction on the merit and importance of their scientific work, professional and/or teacher.
Are honorary members those people of science, Chilean or foreign, of international renown who have distinguished themselves by developing work of importance, consistent with the purposes of the Academy.
Are eertemic members may be those who, having served as members of number, for justified reasons, cannot fulfil the obligations of such a designation, who will be able to attend the sessions, but they will not be considered for quorum purposes.
The members of Número will have the following rights: voice and vote in the Assemblies, eligibility for the charges of the Academy, may propose the election of new number members for the vacancies that occur and participate with their vote in it; equal rights may be exercised to propose and elect Emeritus Members, Corresponding nationals or foreigners and Fees
The Corresponding Members and Fees will be able to attend and participate with the right to voice in the Assemblies.
All the members of the Academy may use the title of academic writings and works published, with an obligation to express the class to which they belong.
The following are the duties of the Members of Number: To comply with the Bylaws, Regulations and agreements of the Corporation, contribute to the progress of the Sciences that cultivate, ensure the prestige of the Academy, evacuate reports, to carry out committees and carry out the scientific work entrusted to them; attend the Assemblies and accept the positions of those who have been elected, not prevent them fully justified causes.
The Corresponding Members and Fees will accept and execute the commissions and commissions entrusted to them, among the functions of the Academy.
Shall be deprived of his quality of academic Member, informed opinion of the Executive Council, seriously injured the prestige of the Academy, either through inconvenient public expressions or by not showing unimpeachable conduct and honorability. Also may be causal of loss of status of member number and correspondent not participate for a year, without reason, in the activities of the Academy or failure to comply with its statutes.
Members who have been excluded may appeal to the nearest Ordinary General Assembly.
In the case of eertemic members, are released from the Academy's assistance obligations and are not considered for quorum purposes.
To be elected member of the Academy, is required in any of its qualities have been distinguished in a relevant way in the research and study of the pharmaceutical sciences, have more than 35 years of age and a flawless public conduct.
The corresponding and honorary members may attend the meetings and take part in its deliberations, but without the right to vote.
When has the Academy chosen to fill a vacancy of Member, the election must be carried out in a special session referred to this end.
The vote will be limited to persons who have been proposed by three or more members of number, who shall deliver to the Secretariat updated vital the proposed candidate curriculum, so that will be available to scholars at least with 15 days prior to the date of the election.
Once a Number Member has been elected, you will be invited to accept the designation. If he has not accepted it within the period of 60 days from the date of communication, shall be considered that he does not accept it and will proceed to a new election.
If the chosen accepts the invitation, the date of its incorporation shall be fixed, which will take place in a public session. The Academy shall appoint one of their number to deliver the speech of welcome.
In the interval between the election and the incorporation, an elected member may attend the meetings entitled to voice. The enjoyment of your membership number will begin with the Act of incorporation.
ARTICLE 11 °
The choice and the incorporation of corresponding and honorary members, both domestic and foreign, will be in the same conditions as the members of number. In these cases, the Act of incorporation shall not indispensable requirement to be recognized as a member of the Academy.
To serve its purposes, the Academy shall arrange for:
- Income producing assets that can own.
- Ordinary or extraordinary fees that their members provide, which shall be established by the Board of Directors and the General Assembly respectively, those that will have a minimum value of 2 UF and a maximum of 10 UF.
- Donations, inheritances, legacy, expenditures and grants obtained from natural or legal persons, the State or municipalities.
- Of the other movable and immovable property you acquire at any title, in accordance with the provisions of ARTICLE TWENTY-EIGHTH of this Statute.
- From the income you earn from paid activities you carry out under these statutes.
The general Assembly is the first authority of the Academy, represents all its members and is made up of these.
There will be regular and extraordinary general meetings.
At the annual general meeting which will be held every year by March the annual report will be presented, balance sheet for the previous financial year and the elections determined by the Statutes will be held. Elections to the Board of Directors shall be carried out each 3 years at the ordinary General, by secret ballot.
In the ordinary general assemblies, any matter relating to the interests of the Academy may be dealt with, except for those that correspond exclusively to extraordinary assemblies.
If for any reason does not hold an ordinary general Assembly in the stipulated time, the Assembly to be credited subsequently and which aims to learn the same materials, in any case, you will have the character of ordinary general Assembly.
Extraordinary general meetings shall be held whenever the Board of Directors agreed to convene them believing them necessary for the functioning of the institution, or whenever they ask the President of the Council, in writing, a third, at least, Number of members, stating the objectives of the meeting. In these special meetings may only treat the matters listed in the call for proposals. Any other agreement that you take on other matters will be null.
It is exclusively the responsibility of the Extraordinary General Assembly to deal with the following matters:
to. the reform of the statutes of the Academy;
b. the dissolution of the Academy;
C. the claims against directors, to give effect to the responsibility that corresponds to them under the law and the statutes; and
D. the disposition of the assets of roots of the Academy.
The agreements referred to in points (a), (b) and (d) shall be reduced to a public deed, you will sign, on behalf of the General Assembly, the person or persons designated by this, without prejudice to that corresponding to the President.
Subpoenas to the General Assemblies will be made by letter, circular or communication via email, sent with 15 days in advance, at least, directorates having registered at the Academy members.
It shall be published, In addition, a notice, for once, in a nationally circulated electronic diary, within the ten days preceding the specified for the meeting.
You can not cited in the same notice, for a second meeting when due to lack of quorum not to take effect the Assembly
General meetings shall be legally installed and incorporated if it running, at least, half plus one of its Active Number Members. If this quorum is not reuniere, record this fact in the minutes will be and must be available for a new citation, in which case the Assembly will be held with the members attending.
Agreements at the General Assemblies shall be taken by an absolute majority of the members present, except in the cases that the law or the statutes have set a special majority.
Each Member of Number shall be entitled to one vote and the vote shall be personal and indelegable.
The deliberation and agreements adopted should be recorded in a special book of minutes to be carried out by the Secretary. The minutes shall be signed by the President, by the secretary or by those who do their own time and, In addition, by the attendees or by two of them appointing the Assembly.
In those minutes can attending the Assembly members stamp suitable claims rights Vice de procedure relating to citation, establishment and operation of the same.
General meetings shall be presided over by the President of the Corporation and shall act as Secretary that is directory, or people to their times.
If the President is missing, the Vice-President shall preside over the Assembly and in the absence of both, the Manager or other person designated by the Assembly to this effect.
OF THE BOARD OF DIRECTORS
The Administration and management of the Academy Board of Directors corresponds to, in accordance with its statutes, and will be composed of a Chairman, a Vice President, a Secretary, a Treasurer and a Director.
The Board of Directors shall constitute a minimum quorum of 4 Members.
The members of the Steering Council of the Academy will last 3 years in office and will be chosen in the Ordinary General Assembly for the term of that period. In the election, each Member's number will vote for a person who has the character of fellow, proclaiming themselves chosen in a same and unique vote result with the highest number of votes, until the number of members of the Council which must choose. The vote will be repeated until the number of enough people is elected to the positions of the Council, without prejudice deemed elected where the voting carried out they have obtained in their favor the largest concentration of votes.
Ties to settle the last Directory Manager will be decided by random.
In case of death, absence, waiver or absolute impossibility of a Director for the performance of their office, Board of Directors will appoint you a replacement that will last in its functions only the time remaining to complete the period of the replaced Director.
For the purposes of the application of this article refers to absence or absolute impossibility throughout that extends for more than two months.
The Steering Council of the Academy shall, at the first session, designate President, Vice President, Secretary, Treasurer and Director among its members.
The Chairman will be also Academy, She will represent her judicial and extrajudicial and shall have the functions pointing the statutes.
The powers and duties of the Board of Directors are:
- direct and coordinate the actions of the Academy and to ensure that their statutes and the aims pursued by the Academy are fulfilled.
- managing social assets and investing their resources;
- summon general assemblies, both ordinary and extraordinary, in form and time as these statutes indicate;
- adopt regulations deemed necessary for the operation of the Academy and its purposes
- comply with the agreements of the general assemblies, and
- accountable, in the General Assembly, much of the progress of the institution, as the investment of funds, using a memory, balance and inventory, on that occasion it be subject to its approval.
These statutes will be supplemented by a regulation that extends and updates them and whose approval corresponds to the assembly.
As a social steward, the Board of Directors shall have the right to buy, sell, give and take in lease, transfer and transfer of all kinds of movable property and transferable securities; lease and lease immovable property for a period not exceeding five years; accept and grant cancellations and receipts; entering into employment contracts, to fix their conditions and put an end to them; enter into mutual contracts and current accounts; opening and closing checking accounts, deposit savings and credit and turn on them; withdrawing checkbooks and approving balances; endorse and cancel checks; constitute, modify, extend, dissolving and liquidating societies and communities; attending meetings with the right to speak and vote; confer and revoke powers and transfer, accept all kinds of legacies and bequests or donations, contract insurance, pay premiums, approve settlements of claims and perceive the value of policies, sign, endorse and cancel policies, stipulate in each contract to hold prices, time limits and conditions it deems appropriate; annul, terminate, resolve, revoke and terminate such contracts, terminate existing contracts by resolution, eviction or any other form; contract credits, delegate to the President, in a director or two directors the economic and administrative faculties of the Academy and execute all those acts that go to the good administration of the corporation. Only by agreement of an extraordinary General meeting may be purchased, sell, mortgage, swapping, assign, transfer real estate; constitute easements and prohibitions on taxing and disposing of, give and take in real estate lease for a period exceeding five years.
The Board of Directors' agreements will be taken by an absolute majority of the attendees, deciding in the event of a tie vote that presides over. The Board of Directors may meet extraordinarily whenever requested by the President or one third of its members; in extraordinary sessions, agreements may be reached only on the matters which are the subject of the summons..
Discussions and agreements of the Board of Directors shall be recorded in a special book of records, that it will be signed by all the directors who have attended the session. The Director who wishes to save his responsibility by any agreement shall be required to let evidence of its view on the record.
OF THE PRESIDENT
It is especially the responsibility of the President of the Academy:
- To represent the Academy judicially and extrajudicially;
- Chair the meetings of the Board of Directors and the General Assemblies;
- Convene ordinary and extraordinary assemblies when applicable, in accordance with the statutes;
- Execute the agreements of the Board of Directors without prejudice to the functions that the Constitution entrusted to the Secretary, the Treasurer and other officials appointed by the Board of Directors;
- Organize the work of the Board of Directors and general plan of activities of the Academy, being empowered to set priorities in its implementation;
- Ensure compliance with the statutes, regulations and agreements of the Academy;
- Appoint such working committees as it deems appropriate;
- Sign the documentation of his position and that in which he must represent the Academy;
- Give an account, at the ordinary General Assembly corresponding, on behalf of the Board of Directors, the progress of the Institution and its financial statement;
- Representing members before State authorities, for the best achievement of the purposes of the Academy;
- The other powers that determine these by-laws, or is assigned.
VICE PRESIDENT, THE SECRETARY AND THE TREASURER
Subrogate to the President in case of absence or temporary impossibility for the office to serve and fulfill other functions and tasks entrusted by the President shall be responsible for the Vice President, the Board of Directors and the statutes and regulations.
The duties of the Registrar shall be as follows:
- Carry the book of proceedings of the Board of Directors, that of the Assemblies and the Register book of members of the Academy;
- Dispatch the summonses to Ordinary and Extraordinary Assemblies and publish the notices;
- Authorize with your signature the copies of the minutes requested by a Member of the Academy; and
- In general, fulfill the tasks entrusted to it by the Board of Directors; the President, Statutes and regulations, related to their functions.
The functions of the Treasurer shall be as follows:
- Collect the ordinary and extraordinary fees, granting receipts for the amounts.
- Keep a record of entries and expenses of the Academy;
- To keep the financial documentation of the institution, especially the file of invoices, receipts and other proof of income and expenses;
- Prepare the balance that the Board of Directors shall propose annually to the General Assembly
- To keep the inventory of all the assets of the institution.
- In general, accomplish the tasks that are assigned to it by the Board of Directors, the President, the statutes and regulations related to their functions.
In case of impediment or temporary absence of the Secretary or Treasurer, they shall surrogate to each other; in case of missing both, the members of the Board of Directors designated by the Chairman surrogated them.
COMMISSION REVIEW OF ACCOUNTS
In the regular session at which the election of the Board of Directors is to be made, in accordance with ARTICLE TWENTY-FOURTH of the Statutes, the Ordinary General Assembly shall appoint an account-reviewing committee composed of two members who shall be elected in the form set out in ARTICLE TWENTY-FOURTH, whose obligations shall be as follows:
- Review annually the accounting books and proofs of income and expenses that the treasurer must show you;
- Report to the Board of Directors in ordinary or extraordinary session on the progress of the treasury and state of finances;
- Raise to the General Assembly at an ordinary session a written report on the finances of the institution, the way in which the Treasury during the year and the balance which the Treasurer issues in the annual exercise has been, recommending to the Assembly its approval and rejection;
- Check the accuracy of the inventory.
MODIFICATION OF ARTICLES OF ASSOCIATION AND DISSOLUTION
The Academy may modify its statutes by agreement of an extraordinary Assembly, adopted by two thirds of the present members of number.
The Academy may be dissolved by agreement of an extraordinary meeting, adopted by two thirds of the present members of number.
Agreed upon the dissolution of the Academy their goods will be delivered to the school of chemical- Pharmacists of Chile (A.G.) that enjoys legal personality or its legal successor.
Special Assembly Agreement of the Academy of Pharmaceutical Sciences held on 11 December 2018 and notarized the 18 December 2018