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:
- Promoting research, the study and diffusion of the pharmaceutical sciences and related, being understood that such policies closely with men's health ;
- maintain links and cooperate with national and international institutions related to the profession; particularly important are the Ministry of health, the school of chemical pharmaceuticals, and university centers where is given to the career of pharmacy, chemistry and pharmacy, 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 its disposal any work of social progress or of benefit to the community and collaborate with institutions legally incorporated in everything that tends to the fulfilment of its purposes.
The duration of the Academy shall be indefinite.
MEMBERS OF THE ACADEMY
The Academy will have four classes of members:
- Corresponding national;
- Foreign correspondents; and
The Academy will have up to 36 members of number
Members must be Chilean, reside in the country at the time of your choice, and own the title of pharmacist, Chemical pharmaceutical or related sciences.
Corresponding members shall be national or foreign creditors to this distinction to be judged by merit and importance of its scientific or teaching work.
Member fees are those men of science, Chilean or foreign, of international renown who have distinguished themselves by developing work of importance, consistent with the purposes of the Academy.
Members shall have the following rights: Voice and vote in the assemblies, eligibility for the charges of the Academy, they may propose the election of new members of number for vacancies that may occur and to participate with your vote; the same right may exercise to propose and choose corresponding members, national or foreign and honorary members.
Fees and corresponding members may attend and participate with the right to speak in the assemblies.
All the members of the Academy may use the title of academic writings and works published, with the obligation to express the class to which they belong.
The following are duties of the members of number: Meet the statutes, Regulations and agreements of the Corporation, contribute to the advancement of the sciences that cultivate, ensure the prestige of the Academy, evacuate reports, play commissions and carry out scientific work that you trust them; attend meetings and accept the charges that have been chosen, not prevent them fully justified causes.
The corresponding and honorary members accepted and executed commissions and commissions that you trust them, among the functions of the Academy.
Shall be deprived of his quality of academic Member, informed opinion of the Executive Council, you have injured in severe form the prestige of the Academy, whether through inconvenient public expressions or not show impeccable conduct and repute. 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 before the ordinary General Assembly.
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 elected a member of number is invite him 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, 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.
The Academy will have to serve their purposes:
- 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, which will have a minimum percentage 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 real and personal property you purchase any title, in accordance with the provisions of the article 28 of this Statute.
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 in the month of April, the annual report will be presented, balance of the previous exercise and will proceed to the election determined by the statutes. Elections to the Board of Directors shall be carried out each 3 years at the ordinary General, by secret ballot.
At the ordinary general assemblies you can treat any matter relating to the interests of the Academy with the exception of items that apply exclusively to the 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.
Corresponds exclusively to the extraordinary General Assembly try the following matters:
- the reform of the statutes of the Academy;
- the dissolution of the Academy;
- the claims against directors, to enforce the liability in accordance with the law and the statutes they correspond to; and
- the disposition of the assets of roots of the Academy.
The agreements referred to in the letters to), b) and (d)) they must reduce 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.
Citations to General meetings will be made by letter or circular 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 newspaper of the capital, 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 members of number. 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.
The agreements in 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 regular member shall be entitled to one vote and there is no voting by power.
The deliberation and agreements adopted must be recorded in a special book of records that will be led by the Secretary. The minutes shall be signed by the President, by the Secretary or by those who do their times and, In addition, by the attendees or by two of them designated by 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 you miss the President shall chair the Assembly Vice-President and in case of missing 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 the end of such three-year period will be chosen at the ordinary General. 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, Disclaimer, 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.
They are powers and duties of the Executive Council:
- direct and coordinate the actions of the Academy and to ensure that their statutes and the aims pursued by the Academy are fulfilled.
- manage social assets and invest their resources;
- summon general assemblies , both ordinary and extraordinary, in the form and time pointing these bylaws;
- draft regulations that may be necessary for the functioning of the Academy and its objectives and submit these regulations to the General Assembly for approval.
- comply with the agreements of the general assemblies, and account, 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.
As a social steward, the Board of Directors shall have the right to buy, sell, give and take in lease, assign and transfer all types of movable property and securities; give and take in lease real estate for a period not exceeding five years; accept and grant cancellations and receipts; conclude work contracts, set its conditions and put an end to them; celebrate mutual contracts and accounts; open and close accounts, deposit of credit unions and turn on them; Remove stubs and approved balances; endorse and cancelled checks; constitute, modify, extend, dissolve and liquidate societies and communities; attend 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, terms and conditions that it deems suitable; ring, terminate, resolve, revoke and terminate such contracts, terminate existing contracts by resolution, eviction or any other form; hiring credits, delegate to the President, a director or two directors economic faculties and administrative of the Academy and execute all acts tending 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; establishing easements and encumber and dispose of prohibitions, give and take in real estate lease for a period exceeding five years.
The agreements of the Board of Directors shall be taken by an absolute majority of attendees, deciding in the event of a tie vote that presides over. The Board of Directors may meeting extraordinarily whenever the request of the President or one third of its members; extraordinary sessions shall only be known or make agreements on matters subject to citation.
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 corresponds particularly to the President of the Academy:
- Judicial and extrajudicial representing the Academy;
- Chair the meetings of the Board of Directors and general meetings;
- Convene ordinary and extraordinary assemblies when applicable, According to 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 designated by the Board of Directors;
- Organize the work of the Board of Directors and general plan of activities of the Academy, being empowered to establish priorities in its implementation.
- Ensure compliance with the statutes, regulations and agreements of the Academy;
- Appoint commissions of work deemed appropriate;
- Sign of charge documentation and that they should represent the Academy;
- Give an account, at the ordinary General Assembly corresponding, on behalf of the Board of Directors, the running of the institution and the financial status of the same;
- 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 Secretary are as follows:
- Carry the book of proceedings of the Board of Directors, of the assemblies and the book of registration of members of the Academy;
- Dispatch the citations at regular and special meetings and publish notices;
- Authorize to sign copies of the records requested a member of the Academy; and
- In general, accomplish the tasks that are assigned to it by the Board of Directors; the President, Statutes and regulations, related to their functions.
The functions of the Treasurer shall be:
- Collect the ordinary and extraordinary fees, granting receipts for the amounts.
- Keep a register of entries and expenses of the Academy;
- To keep the financial documentation of the institution, especially the file of invoices, receipts and other proofs 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 are reciprocally surrogated; 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 24 of the Charter, the ordinary general Assembly shall appoint a reviewing Accounts Committee consisting of two members who shall be elected in accordance in article 24 °, whose obligations will be the following:
- Annually review the books of account and receipts of income and expenditures that the Treasurer must exhibit you;
- Inform 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.) enjoying legal personality or his legal successor.
These bylaws will be supplemented by a regulation that extend them and update, and whose approval will be up to the Assembly.