Articles of Association

Deed drawn up at the Fourth Notary’s Office in Lisbon, page 45 of Book 336 B, with amendments made on 30 December 1997 and 30 March 1998 at the same Notary’s Office.

Published in the Diário da República of 29 August, No. 199/97, Supplement, Series III

ARTICLE 1
(Name and Registered Office)

One – The Association shall be known as Portuguese Association of Otoneurology, which may be referred to in short as APO, and its head office is in Lisbon, at Av. Elias Garcia, number one hundred and twenty-three, first floor, left-hand side, in the parish of Nossa Senhora de Fátima.
Two – The Board may, without the need to consult any other body, decide on its own to relocate the registered office within the same municipality or to a neighbouring municipality.

ARTICLE 2
(Purpose)

The Portuguese Association of Otoneurology is a non-profit organisation whose aim is to bring together doctors specialising in Otorhinolaryngology and Neurology who share a common interest in the field of otoneurology.

ARTICLE 3
(Responsibilities)

(a) The Portuguese Association of Otoneurology is responsible for contributing to the development of otoneurology, both in practice and in theory.
(b) To cooperate with Portuguese and foreign scientific societies pursuing the same objectives.
(c) To make scientific information available to members, either through the publication of a periodical or via a computer network.
(d) In order to achieve its objectives, the Association may join forces with other international organisations of a similar nature.
(e) To organise or take part in meetings and training and refresher courses.

ARTICLE 4
(Members and their categories)

The members are:
(a) Full members, who must be doctors registered with the Portuguese Medical Association in the specialities of Otorhinolaryngology and Neurology; their admission must be approved by the Board upon the recommendation of two full members;
(b) Candidate members, who are doctors registered with the Portuguese Medical Association and who are undertaking their specialist training; their admission must also be approved by the Board upon the recommendation of two full members;
(c) Honorary members: doctors, whether Portuguese or from abroad, who have made an outstanding contribution to the development of otoneurology and who are elected by the General Meeting on the recommendation of the Board;
(d) Corresponding members, whether medical practitioners or not, who have demonstrated a notable interest in matters relating to otoneurology; they shall be admitted by the Board upon the recommendation of at least two members, at least one of whom must be a member of the Board;
(e) Benefactors, in the case of commercial enterprises or
industrial organisations which carry out activities in the field of otoneurology and whose effective contribution to the Association’s progress is deemed by the Association to be significant;
(f) Founders, in the case of those who, either in person or through a proxy,
who have sufficient authority to form the Association.

ARTICLE 5
(Membership Applications)

(a) The persons referred to in subparagraphs (a) and (d) of the preceding article may become full and corresponding members of the Association, provided that an application for their admission has been submitted and accepted by the Board;
(b) Honorary members and benefactors are admitted following a proposal approved by the General Meeting; such a proposal may be put forward by the Board or by a group of full members comprising no fewer than the number specified in the Association’s Internal Regulations;

ARTICLE 6
(Loss of Member Status)

One – Membership of the Association ceases:
(a) by resignation;
(b) upon the dissolution of the Association;
(c) by expulsion ordered by the Board on the basis of any serious grounds or, in the case of full members, also for non-payment of membership fees for a period exceeding one year;
Two – An appeal against a decision by the Board may always be lodged at the first subsequent General Meeting.

ARTICLE 7
(Members’ Rights)

The following are the rights of full members;
(a) To attend General Meetings;
(b) To elect the governing bodies;
(c) To be elected to the Governing Bodies;
(d) To request that a General Meeting be convened under these Statutes.

ARTICLE 8
(Obligations of Full Members)

(a) To attend General Meetings and other activities of the Association;
(b) To fulfil the duties for which they were elected;
(d) Pay the membership fees set out in the internal regulations to be drawn up.

ARTICLE 9
(Association Assets)

The Association’s resources shall consist of:
(a) Members’ subscription fees, the amount of which shall be set by the General Meeting on the recommendation of the Board;
(b) Subsidies from the State, local authorities, private companies and public enterprises, as well as from international organisations;
(c) Movable property acquired by the Association, whether for consideration or not;
(d) Sums received in the course of the activities carried out by it.

ARTICLE 10
(Bodies of the Association)

The Association comprises the following bodies:;
(a) Board;
(b) General Meeting;
(c) Audit Committee

ARTICLE 11
(Board)

One – The Board consists of:
(a) President
(b) Vice-President;
(c) Secretary-General;
(d) Treasurer;
(e) Three board members.
Two – The posts must be allocated amongst full members who have their place of residence or registered office in the North, Centre and South regions.
Three – In order to achieve the objectives set out in the Statutes, the Board may set up any specialist committees it deems necessary.

ARTICLE 12
(Powers)

One – The Board is vested with the broadest powers to act on behalf of the Association; under the Statutes, these powers are delegated to the President, who thus represents the Association;
Two – It is the responsibility of the Board to draw up the action plan and the annual report, and to present the Association’s accounts each year;
Three – The powers of the Board are limited to matters falling within the exclusive competence of the General Meeting.

ARTICLE 13
(Meetings)

One – The Board meets whenever it is convened by the Chair or at the request of a majority of its current members;
Two – Minutes of the meeting will be drawn up and, once approved, will be signed by the Chair and the Secretary-General.

ARTICLE 14
(Resolutions)

Any decisions taken by the Board concerning the acquisition, exchange, disposal or encumbrance of property necessary for the purposes pursued by the Association, where the value exceeds _______ thousand escudos, must be submitted to the General Meeting.

ARTICLE 15
(Powers of the President)

The President of the Board is responsible for:
(a) To ensure that the decisions of the General Meeting and the Board are implemented;
(b) To represent the Association in court and in all other proceedings and contracts necessary for the fulfilment of its statutory purposes;
(c) To represent the Board;
(d) To delegate some or all of the powers held by him to the Vice-President in the event of his being unable to perform his duties.

ARTICLE 16
(Powers of the Vice-President)

It is the responsibility of the Vice-President to stand in for the President in the event of the President’s absence, incapacity or resignation.

ARTICLE 17
(Powers of the Secretary-General)

The Secretary-General is responsible for:
(a) To draw up the minutes of the Board’s meetings and sign them jointly with the Chair;
(b) To draft the annual activity reports in conjunction with the other heads of the various sectors of activity;
(c) To coordinate the Association’s secretarial services;
(d) To coordinate all the Association’s activities in accordance with the guidelines issued by the Board.

ARTICLE 18
(Powers of the Treasurer)

The Treasurer is responsible for:
(a) To safeguard the Association’s assets;
(b) To collect and deposit revenue;
(c) To make payment of expenses duly authorised by the Board;
(d) To sign documents relating to transactions on existing bank accounts held in the Association’s name.

ARTICLE 19
(Powers of the Members)

The board members are responsible for assisting with all the Board’s activities and complying with the decisions of the General Meeting.

ARTICLE 20
(General Meeting)

One – General Meetings are composed of full members;
Two – The General Meeting Committee comprises the Chair and the members.

ARTICLE 21
(Powers)

The General Meeting is responsible for:
(a) To approve the Association’s activity report, accounts and action plan;
(b) To elect the Presiding Committee of the General Meeting and the Board;
(c) To consider appeals lodged against decisions by the Board to expel members;
(d) To approve amendments decided upon by the Board;
(e) To decide on the dissolution of the Association.

ARTICLE 22
(Ordinary General Meetings)

One – The ordinary General Meeting is held annually during the first quarter, and the Association’s members are summoned by post, with the notice of meeting required to include the agenda, at least fifteen days before the date set by the Chair of the General Meeting for the meeting to take place;
Two – The General Meeting shall only consider the items set out on the agenda;
Three – Decisions of the General Meeting are taken by a majority of its members present, and voting is by secret ballot in all votes;
Four – Thirty minutes after the start time stated in the notice of meeting, the meeting will commence regardless of the number of members present.

ARTICLE 23
(Extraordinary General Meetings)

Extraordinary General Meetings shall be convened by the Chair of the General Meeting at the request of the President of the Board or on the initiative of twenty per cent of its registered members, in accordance with the procedure set out in the previous article, and shall take decisions under the same conditions as an Ordinary General Meeting.

ARTICLE 24
(Audit Committee)

The Audit Committee consists of a Chair and two members, and its purpose is to audit the Association’s accounts; it is responsible for drawing up an opinion on the management carried out by the Board;

ARTICLE 25
(Election of the Board, the General Meeting Committee and the Audit Committee)

One – The Board, the Presiding Committee of the General Meeting and the Audit Committee are elected for three-year terms.
Two – For the first nine years, each Board must include at least three Founding Members.
Three – A member of the Board may not hold dual status as both a natural person and, at the same time, a representative of a legal person or other organisation referred to in Article 4 of these Statutes.
Four – Each legal entity or organisational unit is allocated just one vote.

ARTICLE 26
(Statutes)

One – These Statutes may be amended on the proposal of the Board or of two-thirds of the members of the General Meeting, provided that the proposed amendments have been circulated to the members at least one month before the date of the General Meeting at which they are to be discussed.
Two – A General Meeting convened for the purpose of amending the Statutes must be attended by at least two-thirds of its members, who are in full possession of their rights and duties;
Three – If a quorum is not reached at the first meeting, a new General Meeting must be convened after a period of fifteen days, at which the matter may be decided regardless of the number of members present;
Four – In either case, the Statutes may only be amended by a three-quarters majority of the members present.

ARTICLE 27
(Internal Regulations)

-Matters not covered by these Statutes shall be governed by internal regulations to be drawn up by the Board and approved at a General Meeting.

ARTICLE 28
(Dissolution)

Resolutions concerning the dissolution of the Association require the favourable vote of three-quarters of all members.

ARTICLE 29
(Transitional Provisions)

Until the first General Meeting is held, the powers of the Board and the right to represent the Association are vested in an organising committee comprising Drs F. Vaz Garcia, José Pimentel, Carlos Garcia, V.M. Gabão da Veiga, Alberto Trancoso, Rosmaninho Seabra and Helena Coelho.