Statute Argentine Association of Clinical Anatomy – Civil Association
TITLE I – DENOMINATION-ADDRESS-SOCIAL OBJECT
ARTICLE 1°: With the denomination «ARGENTINE ASSOCIATION OF CLINICAL ANATOMY – CIVIL ASSOCIATION» (AAAC), a non-profit civil association was established on January 2 of the year two thousand and eight.
ARTICLE 2°: The purpose of the Association is to promote the scientific, academic, human, social and cultural development of individuals and institutions working for the progress of Anatomy, in all its aspects and areas, and its relationship with the clinical areas of knowledge that print This orientation and which serves as basic sustenance. To achieve this, the following activities will be developed: a) to manage, promote, sponsor and / or subsidize teaching, research and extension projects; B) promote, sponsor and / or subsidize the holding of Conferences, Seminars, Symposiums and Congresses; C) join the International Associations related to the area of knowledge; D) organize and subsidize the holding of a Congress; E) organize and subsidize Training and Training Courses (non-formal); F) to plan and develop a project of Exchange for Teachers and Researchers; G) to create, organize and develop a national training program; H) to provide a periodical scientific publication for the dissemination of the activities of the Association and its members, without this being detrimental to the inclusion of any other type of ARTICLE that is accepted and recognized by the Scientific Committee of the same as of relevance; I) to grant scholarships, subsidies and aid for the execution of work, studies and research; J) awarding prizes to scientific and / or teaching work; K) grant special recognition to individuals or entities for their contribution to the development of Clinical Anatomy; L) to publish books, magazines and publications related to the objectives and purposes of the Association or concerning the fulfillment of its purposes; M) to carry out any other activity that can achieve the stated objectives; N) carry out other acts conducive to the promotion and support of activities in the area of Anatomy, in accordance with the requirements of national, regional or international scientific, technical, cultural, social and economic development; All this in accordance with this statute and the current legislation. To this end, with its own resources and complemented with those provided by other entities, it will develop the activities that they do for the purposes stated. There will be no political, racial or religious questions. The detailed activities are not limiting, and may carry out other activities not foreseen but that have direct relation with its object.
TITLE II -CAPACITY-HERITAGE-SOCIAL RESOURCES
ARTICLE 3°: The association is capable of acquiring movable or immovable property, transferring, transferring, encumbering, renting, etc., for any cause or title not prohibited by the legal regulations in force, being able to enter into any kind of legal acts or contracts that have direct relation with Their object or help to ensure its normal operation. It can consequently operate with official and private banks.
ARTICLE 4°: The company’s assets are made up of the assets it currently owns and those it acquires in the future for any reason or title and the resources it obtains for: a) The fees paid by the members; B) The incomes that produce their goods; C) The donations, inheritances, bequests and subsidies that were agreed upon; D) The proceeds of any other entry that may be lawfully obtained.
TITLE III – ASSOCIATES – CONDITIONS OF ADMISSION – OBLIGATIONS AND RIGHTS
ARTICLE 5°: The following categories of associates are established: a) ASSETS: those who invoke the character of Founders and university graduates of Careers in the Health Area, who accredit University Degree and demonstrate linkage or activity in the field of Clinical Anatomy, and who Are accepted by the Board of Directors. B) FEES: persons who, having been a member or not, in consideration of the services provided to the association or for their valuable contribution to the Clinical Anatomy, are appointed at the proposal of the Board of Directors or of a number of associates entitled to Vote, not less than 15%. The honorary associates will not have a vote in the Assemblies and will not be able to integrate the Social Bodies. C) VITALITIES: Active associates who achieve uninterrupted seniority in the association of thirty years or those who pay in advance the total of said period. They will be exempted from payment of the social contribution and will have the same rights and obligations as the assets. D) ADHERENTS: Will be university students of Careers in the Health Area that accredit to work as Assistant-student, Disector, Aggregate, Practicante, etc. In a Chair, Department, Institute, Service, Management, etc. Of Anatomía or Clínica, those university graduates who do not meet the conditions required for the active members, and active members of scientific associations, with a similar purpose, and with which a reciprocal link is established that includes the mutual recognition of the partners; Shall pay a social contribution and shall have the right to speak, but not to vote in the assemblies, nor may they be elected to join the Social Bodies.
ARTICLE 6°: The ASSETS associates have the following rights and obligations: a) To pay promptly the ordinary and extraordinary contributions that are established; B) Comply with the other obligations imposed by this Statute, Regulations and resolutions issued by the Assembly and the Board of Directors; C) To participate with voice and vote in the Assemblies when it is not less than eighteen years of age, one seniority of one year and is up to date with treasury; D) To be elected to join the Social Bodies when they meet the requirements of ARTICLE 15. Of the present; E) To enjoy the benefits granted by the entity.
ARTICLE 7°: The FEE partners who wish to have the same rights as the ACTIVE members must apply for admission to this category, for which purpose they will comply with the conditions required by the present Statute for the same; Meanwhile, they have no vote in the Assemblies and can not hold elective positions.
ARTICLE 8°: The contributions, income and social contributions (and the extraordinary contributions, if any) will be fixed by the Board of Directors, ad-referendum of the Assembly.
ARTICLE 9°: The associates will lose their character of such by: death, resignation, dismissal or expulsion.
ARTICLE 10°: It will lose its status as an associate who no longer meets the conditions required by this Statute to be. The Associate who is late in paying three installments or any other established contribution, will be notified in a reliable manner of his obligation to catch up with the Treasury. After one month of notification without having regularized its situation, the Board of Directors will declare the severance of the delinquent partner.
ARTICLE 11°: The Board of Directors may apply to the associates the following sanctions: A) AMONESTACION; B) SUSPENSION; C) EXPULSION. They shall be graduated according to the seriousness of the offense and to the circumstances of the case, for the following reasons: a) Failure to comply with the obligations imposed by these Bylaws, Regulations or Resolutions of the Assemblies or the Steering Committee; B) Inconducta notoria; C) Voluntary harm to the association, cause disorders within it or observe or cause to be observed conduct that is notoriously detrimental to social interests.
ARTICLE 12°: The disciplinary sanctions referred to in the previous ARTICLE will be resolved by the Board of Directors, with strict observance of the right of defense. In all cases, the affected party may submit – within the term of TEN (10) days of notification of the sanction – the appeal to be considered before the first Assembly to be held.
TITLE IV – COMMISSION DIRECTIVE AND SUPERVISORY BODY
ARTICLE 13°: The association will be directed, represented and managed by a Board of Directors composed of a number of SEVEN (7) titular members who will hold the following positions: PRESIDENT, VICE PRESIDENT, SECRETARY, TREASURER, and THREE (3) VOCALS. There will be THREE (3) ALTERNATE VOCALS. The mandate of the members will last TWO (2) exercises, being able to be reelecto by a period in the same position.
ARTICLE 14°: The social audit will be carried out by an Audit Committee, composed of two (2) full members and two (2) alternate members. Their term of office will last TWO (2) exercises, being able to be reelected, consecutively, for a period.
ARTICLE 15°: In order to integrate the Social Bodies it is necessary to belong to the category of active or life partner, with a seniority of one year, to be over twenty-one years old and to be up to date with treasury. All charges will be held ad-honorem.
ARTICLE 16°: In the event of a license, resignation, death or any other cause that causes the temporary absence or vacancy of a titular position, it will be covered in the manner set forth in these Bylaws. This replacement shall be made for the time of such temporary absence, or for the remainder of the term of the replacement if it were final.
ARTICLE 17°: The Board of Directors shall meet once a month, the day and hour that it determines in its first session and, in addition, in extraordinary form whenever it is summoned by the President or at the request of three of its members, being in these cases held the meeting Within five days of the order being made. The citations will be made in the form and in advance arranged in the first annual session. Meetings of the Board of Directors shall be held with the legal quorum that comprises the presence of not less than half plus one of the titular members, and resolutions shall be adopted by a simple majority of those present, except for reconsiderations that require the vote of Two-thirds of them, in a meeting of equal or greater number of attendees to the one that resolved the matter to reconsider.
ARTICLE 18°: The attributions and obligations of the Board of Directors are: a) To execute the resolutions of the Assemblies, to comply with and enforce these Statutes and the regulations, interpreting them in case of doubt, with charge to report to the Assembly that is closest; B) Exercise the administration of the Entity; C) Convening Assemblies; D) Resolve the admission of those who apply to join as partners; E) To cease, admonish, suspend or expel the partners; F) Appoint employees and all personnel necessary for the fulfillment of the social purpose, fix salary, determine obligations, admonish, suspend and dismiss them; G) Submit to the Ordinary General Assembly, the Annual Report, Balance Sheet, Inventory, Expenses and Resources Account and Report of the Audit Committee. All these documents must be brought to the attention of the partners with the anticipation required by Article 27. For the convening of the Ordinary General Assembly; H) Carry out the acts specified in Article 1881 and concordant of the Civil Code, applicable to its legal nature, with responsibility for rendering accounts to the first Assembly to be held; I) To dictate the internal regulations necessary for the fulfillment of social purposes. Any regulation that is not of simple administrative organization will require for its validity the approval of the competent authorities; J) To arrange that the books required by legal provisions in force be duly initialed.
ARTICLE 19°: When, for any reason, the Board of Directors is unable to form a quorum, once the alternates have been incorporated, the remaining members shall, within fifteen days, convene an Extraordinary General Assembly for the purpose of choosing replacements to complete mandates. In the same way will proceed in the event of total vacancy of the body. In this last situation, the Authority will comply with the aforementioned notice; All without prejudice to the responsibilities of resigning members or those who have resigned from office. In this case, the organ that makes the call, whether members of the Board of Directors or the Supervisory Body, will have all the necessary powers inherent in the holding of the Assembly.
ARTICLE 20°: The Authority shall have the following duties and obligations: (a) To examine the books and documents of the association at least every three months; B) To attend the sessions of the Executive Committee when it deems it necessary; C) To supervise the administration and the perception and investment of the social funds, frequently checking the cash status and the existence of securities of any kind; D) Verify compliance with laws, statutes and regulations; E) Dictaminate on the Report, Inventory, Balance Sheet and Account of Expenses and Resources presented by the Board of Directors; F) To convene an Ordinary General Assembly when the Board of Directors fails to do so; G) To request the convocation of an Extraordinary General Meeting when it deems it necessary, setting the background to its request to the knowledge of the competent authorities, when the Board of Directors refuses to accede to it; H) Monitor the liquidation operations of the association. The Supervisory Body will exercise its functions in a way that does not hinder the regularity of social administration.
TITLE V – THE PRESIDENT AND THE VICE-CHAIRMAN
ARTICLE 21°: The President or whoever replaces it by the bylaws, has the following duties and powers: a) Exercise the representation of the Entity; B) To convene the meetings of the Executive Committee and preside over these and the Assemblies; C) It will have the right to vote in the sessions of the Board of Directors, as well as the other members of the body and, in case of a tie, will vote again to tie it up; D) Sign with the Secretary, the minutes of the Assemblies and the meetings of the Board of Directors, correspondence and any document emanating from the association; E) Authorize with the Treasurer the expense accounts signing the receipts and other treasury documents, as resolved by the Board of Directors, not allowing the social funds to be invested in objects other than those prescribed by these Bylaws; F) To direct the discussions, to suspend and to lift the sessions of the Directive Commission and Assemblies when the order is disturbed or it lacks the due respect; G) Ensure the good running and administration of the association, observing and observing the statute, regulations and resolutions of the Assemblies and the Steering Committee; H) Punish any employee who does not comply with their obligations and adopt resolutions in unforeseen cases, ad-referendum of the first session held by the Board of Directors. The Vice President collaborates with the task of the presidency, replacing the holder in case of absence or vacancy with equal duties and attributions, and until completing the mandate if the replacement is definitive. In the event of absence or permanent vacancy, the Vice-President shall be replaced by the Secretary, with equal duties and powers and until the term of office is completed.
TITLE VI – OF THE SECRETARY
ARTICLE 22°: The Secretary or whoever replaces it, has the following duties and powers: a) To attend the Assemblies and sessions of the Board of Directors, drafting the respective minutes, which will be recorded in the corresponding book and signed with the President; B) Sign the correspondence and all documents of the association with the President; C) To cite the sessions of the Board of Directors, in accordance with what is prescribed in Article 17; D) Keep up to date the Book of Minutes of Assemblies and Board of Directors and, in agreement with the Treasurer, the Register of Associates. In case of absence or impediment, resignation or death will be replaced, with the same attributions and functions, by a Member in accordance with the order of the list.
TITLE VII – OF THE TREASURER
ARTICLE 23°: The Treasurer, or whoever replaces it by the bylaws, has the following attributions and obligations: a) To attend meetings of the Board of Directors and the Assemblies; B) To carry, in agreement with the Secretary, the Register of Associates, taking care of everything related to the collection of the social quotas; C) Carrying the Accounting Books; D) To present to the Commission monthly balance sheets and prepare or have prepared annually the Balance Sheet, Expenses and Resources Account and Inventory, to be approved by the Board of Directors for consideration by the Ordinary General Assembly; E) Sign with the President the receipts and other Treasury documents making the payments authorized by the Board of Directors; F) To deposit in a bank, in the name of the association and, to the joint order of the President and Treasurer, the deposits of the money entered into the social fund, being able to withhold in cash up to the amount authorized by the Board of Directors, to face the Emergency costs or common payments; G) Report the economic status of the Entity to the Board of Directors and to the Supervisory Body whenever they so require. In case of absence or impediment, resignation or death will be replaced by the Member appointed by the Board of Directors, with the same attributions and obligations.
TITLE VIII – OF THE MEMBERS AND ALTERNATES
ARTICULO 24°: It is incumbent upon the Principal Members: a) To attend the Assemblies and the meetings of the Board of Directors, with voice and vote; B) To perform the commissions and tasks entrusted by the Board of Directors; C) Replace the Vice President, Secretary or Treasurer in cases of absence or vacancy, with the same attributions and obligations. It is the responsibility of the Alternate Members to: a) Replace the titular members in cases of absence or vacancy, in which case they will have equal duties and attributions; B) They may attend meetings of the Board of Directors with the right to speak, but not to vote, except when they replace a holder. Their attendance for the purposes of the quorum shall not be computable.
TITLE IX – OF THE ASSEMBLIES
ARTICLE 25°: There will be two classes of General, Ordinary and Extraordinary Assemblies. The Ordinary General Assemblies shall be held once a year, within one hundred and twenty days after the close of the fiscal year, the closing date of which shall be June 31 of each year and in them: a) Consider, approve or modify the Annual Report , Balance Sheet, Inventory, Expenditure and Resources Account and Report of the Audit Body; B) To elect, in their case, by secret and direct vote, the members of the Electoral Board, the Board of Directors and the Supervisory Body; C) To deal with any other matter included in the Agenda; D) Consider matters that have been proposed by a minimum of five percent (5%) of the voting members and presented to the Board of Directors until thirty days before the end of the fiscal year.
ARTICLE 26º: Extraordinary General Meetings shall be convened whenever deemed necessary by the Board of Directors or at the request of the Supervisory Body or ten per cent (10%) of the associates with the right to vote. These requests must be resolved within thirty days of being formulated and if the application is not taken into consideration or denied unfounded, in the opinion of the enforcement authority, proceed in accordance with the legal rules governing the matter.
ARTICLE 27°: The General Assemblies shall be convened at least thirty days in advance and the members shall be informed through transparent at the Headquarters and / or at home, at least fifteen days in advance, and must state the date, time, place of celebration And order of the day to consider. At the same time, the Annual Report, Balance Sheet, Inventory, Expenditure and Resources Account and Report of the Supervisory Body must be made available to the members. Likewise, any call for an Assembly must be published in the Official Gazette of the Province for a term of three days and communicated to the competent authorities in the manner and term provided for in legal provisions in force.
ARTICLE 28°: When amendments to the statute or regulations are submitted for the consideration of the Assembly, the draft thereof shall be made available to members not less than fifteen days in advance. In the Assemblies no other matters than those expressly included in the Agenda may be treated.
ARTICLE 29°: The Assemblies shall be validly held, even in cases of amendments of statute, merger, split-off and dissolution, irrespective of the number of members present, one hour after the date fixed in the notice of meeting, if no more than half One of the partners in a position to vote. The Assemblies shall be presided over by the President of the Entity or, failing that, by whom the Assembly designates a plurality of votes of those present.
ARTICLE 30°: Resolutions of the Assemblies shall be adopted by majority vote of the members present with the right to vote, except in cases of merger or division in which at least two thirds of such associates shall vote in favor. No associate may have more than one vote and the members of the Board of Directors and the Supervisory Body may not vote on matters related to their management.
TITLE X- OF THE ELECTORAL BOARD AND ELECTIONS
ARTICLE 31°: The Ordinary General Assembly will renew the Electoral Board composed of two (2) full members and one (1) Alternate, who must meet the conditions required in Article 15 of these bylaws. Its mandate will last two years and its functions will be the following: a) Periodically check the discharges and losses of the associates, taking care that they are resolved in the session of the Board of Directors, registered in the Book of Minutes and later in the Register of Associates ; B) Verify the preparation of the social register to be displayed at the Headquarters and submitted to the control authority fifteen days before the date of the Assembly in which it is appropriate to elect authorities. Opposition to it will be accepted up to three days before the meeting; C) Resolve with regard to the oppositions made to the register; D) Exclusions from the register due to non-compliance with payment of ordinary or extraordinary social contributions may be corrected by interested parties up to five days before the meeting, paying their debt until the immediately preceding month, including that established for the celebration of said act Social; E) To make official the lists of candidates to authorities, who present themselves with not less than ten days in advance, having to pronounce within the following 48 hours. Any objection resolved by the Board shall be resolved by the list up to three days before the Electoral Act; F) Officiating of Board of Voting Scrutineers; G) Proclaim the elected. Members of the Electoral Board may not run as candidates for the Entity’s authorities, nor may they be proxies or list Prosecutors. The absence or vacancy of a titular member shall be covered by the substitute member, exhausted by substitutions, subsequent vacancies shall be covered by the members of the Supervisory Body.
ARTICLE 32°: For the election of authorities, the system of secret and direct voting is adopted, by the complete list of candidates, and voting by proxy is not admissible.
ARTICLE 33°: In the event that a single list of candidates is made official to authorities, the electoral act will not be necessary. Consequently, the Assembly shall proceed to proclaim them as elected authorities. In the event that the presentation of any list is not formalized, the Assembly may establish it within it, to proclaim it at a later date.
TITLE XI – DISSOLUTION
ARTICLE 34°: The Assembly may not decree the dissolution of the Entity, as long as there are enough members willing to support it in a number equivalent to the minimum quorum required to the Board of Directors, who in that case will commit themselves to persevere in the fulfillment of social objectives. If dissolution becomes effective, liquidators will be designated, which may be the same Board of Directors or any other commission of associates that the Assembly may designate. The Audit Body must monitor and control the liquidation operations of the association. Once the debts have been paid, if any, the remainder of the assets will go to an official or private non-profit entity, with legal status, domiciled in the country and that is recognized as being exempt from liens by the Federal Administration of Public Revenue (AFIP) or the body that replaces it, as determined by the dissolutionary Assembly.
TITLE XII – TRANSITORY DISPOSITIONS
ARTICLE 35°: The seniority established in Article 15 of the present statute shall not be required, during the first two years of its validity.
ARTICLE 36°: The President is empowered to consider and, where appropriate, to accept the observations that the competent authorities may make to this Statute, even in subsequent amendments to it, except in the case of fundamental aspects of institutional life.