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Statutes

Chapter One

Name, Headquarters, Duration and Purpose

First Article

One - The Association named «Forum of Administrators and Managers of Companies» will be regulated by the present statutes and will last indefinitely.

 

Two - The Headquarters of the Association is in Lisbon, in the Edifício Rosa at Rua Junqueira n.º 39 – 2nd floor.

 

Three - The Association may join or associate with national, foreign, community or international bodies, with a similar or complementary object.

 

Four - The Association is non-profit and is totally independent of any initiatives or organizations of a political or religious nature.

Article Two

 

One - The Association aims to:

 

a) Research, development, training and improvement of the role of business administration with a view to enhancing the role of the company in contemporary society;

 

b) The scientific and technical enhancement of its members;

 

c) The promotion of studies and the dynamization of initiatives with a view to the analysis and dissemination of business activity and the forms of its administration and its articulation with the economy as a whole;

 

d) Collaboration with similar institutions in the country or abroad and the encouragement of national participation in community or international programs or projects of interest to national companies as a whole;

 

e) The establishment and maintenance of relations with entities, public or private, whose object is related to or complementary to its own, namely Universities and training and/or research centres, with a view to training and informing its associates and to exchange of experiences;

 

f) The representation of the communion of interests and wishes of its associates, in the light of the interests of the Country;

 

g) Promoting the exchange of information and experiences and interaction between its members and those of similar associations throughout the world;

 

Two - In pursuit of the purposes mentioned in the previous number, the Association will have as its object:

 

a) Promote, support or participate in initiatives aimed at debating experiences of common interest, namely through conferences, seminars, study visits and national and international debates;

 

b) Study the situation and actions necessary for the rationalization of the sectors of economic activity in which its associates are interested;

 

c) Analyze and disseminate the principles of a modern administration, exercised with great autonomy and responsibility;

 

d) Edit and publish studies and surveys related to its object, in its own body or in the Media in general;

 

e) Issuing opinions and formulating recommendations whenever it deems it opportune and convenient or is requested to do so;

 

f) Sign protocols or permanent or occasional collaboration agreements with any entities;

 

g) Be represented in any bodies, organizations, commissions or other forms of association of similar interests, on its own initiative or when requested to do so;

 

h) Take the initiatives it deems appropriate for the representation of the common interests and wishes of its members with any entities, public or private, at national, community or international level;

 

i) Set up specialized committees or working groups for the analysis of fundamental questions or the study of specific problems on which it has been consulted or considers it necessary to pronounce in the scope of its activity.

 

Third Article

 

One - The activity of the Association is governed by these Statutes and by internal regulations providing for the rules of procedure to be adopted in the exercise of statutory powers.

 

Two - In carrying out its activity, the Association will be guided by the following fundamental principles:

 

a) The company must be considered as an economic instrument of a market system and free competition, at the service of the common good and, as such, socially responsible;

 

b) The role of company management must be subordinated to norms and values of professional ethics where respect for the human person and the environment, social justice, impartiality and impartiality take precedence over mere economic interests.

 

Chapter Two

Associates

 

Article Four

One - Members of the Association may be natural or legal persons.

 

Two - The members whose identification appears in the nominative list attached to these statutes are founders.

 

Three - Effective members are natural persons who carry out administrative and management functions in private or public companies or who have exercised them for a period, consecutive or interspersed, of at least three years, or to whom the Board decides to assign this status in reason for the special interest that the functions or activities they carry out for the objectives of the Association are covered.

 

Four – Legal persons who, due to their specific activities, show an interest in issues relating to the company and its administration may be members.

 

Five - The General Assembly may deliberate on granting the status of honorary member to any natural or legal person, who is recognized as having the necessary suitability, on a proposal from the Board of Directors.

 

Article Five

 

The rights of associates are:

 

a) Vote at general meetings;

 

b) Assist and participate in all the Association's initiatives, which by nature, law or statutes, are not excluded;

 

c) Elect and be elected to the governing bodies;

 

d) Use, under regulatory terms, the services that the Association makes available to you and enjoy all the other benefits and perks granted by the Association.

 

Article Six

 

The duties of associates are:

 

 

a) Adopt a professional conduct compatible with the principles and framework of ethical values that form the Association;

 

b) Contribute to the achievement of statutory objectives;

 

c) Exercise with diligence the functions appropriate to the social positions for which they were elected;

 

d) Observe the norms prescribed in the internal regulations;

 

e) Collaborate in the activities promoted by the Association;

 

f) Punctually pay the entrance fee and the periodic dues that have been established. Members who have become retired are, however, exempted from paying the dues;

 

g) Communicate to the Board, in writing, within a period of thirty days, the change of residence.

 

Article Seven

 

One - Associates are subject to the application of the following disciplinary sanctions:

 

a) Rebuke;

 

b) Suspension of social rights for up to one year;

 

c) Exclusion.

 

Two - The competence to apply the sanctions referred to in the previous number belongs to the Board, following a disciplinary process in which the hearing and defense of the accused member are guaranteed.

 

Article Eight

 

One - Lose membership status:

 

a) Those who, in writing, request it to the Board;

 

b) Those who repeatedly violate the principles by which the Association is governed;

 

c) Those who fail to comply with statutory and regulatory obligations or violate the fundamental interests of the Association;

 

d) Those who, through their conduct, deliberately contribute or contribute to the discredit or loss of the Association;

 

e) Those who, without justifiable reason, are late in paying their dues for a period exceeding three months.

 

Two - The loss of membership (exclusion) is determined by the Board in secret ballot and, except in the cases of sub-paragraph a) of number One, it is always appealable to the first General Assembly that meets after the exclusion.

 

Three - The exclusion will always be notified, in writing, to the excluded person, indicating the basis and the possibility of appeal, failing which it will be null and void.

 

Chapter Three

Bodies

Section One

 Definition and Common Provisions

Article Nine

One - The Bodies of the Association are:

 

a) The General Assembly;

 

b) The Board;

 

c) The General Council; and

 

d) The Supervisory Board.

 

Two - The members of the bodies referred to in paragraphs a), b) and d) are elected by the General Assembly for three-year terms, and may be successively re-elected, with the exception of the President of the Board, who may only serve two successive terms.

 

Three - The members of the General Council are nominated by the Board of Directors and ratified by the General Assembly for three-year terms.

 

Four - The investiture of the members of the Governing Bodies is given by the Chairman of the Board of the General Assembly, with the outgoing or resigned Governing Bodies remaining in the exercise of their functions until that is verified.

 

Section Two

general meeting

Article Ten

 

One - The General Assembly is made up of all associates in full enjoyment of their associative rights and its deliberations are sovereign, having only the imperative provisions of the law and the statutes as a limit.

 

Two – The work of the General Assembly meetings will be directed by a Board composed of a Chairman and a Secretary, and a Vice-Chairman may also be appointed.

 

Three - It is incumbent upon the President to direct the work of the Assembly, in which he will be assisted by the Secretary, who will draw up the minutes.

 

Four - It is incumbent upon the Vice-President, if any, to assist the President in conducting the work and replace him in his absences and temporary impediments.

 

Article Eleven

 

One - The General Assembly will ordinarily meet until the 31st of March of each year to discuss and vote on the report and accounts of the Board of Directors and the respective Opinion of the Supervisory Board relative to the financial year of the previous year.

 

Two - The General Assembly meets extraordinarily:

 

a) Whenever requested by the Chairman of the Board, Board of Directors, Supervisory Board or General Board;

 

b) At the request of at least a quarter of the associates in full enjoyment of their associative rights; in this case, the Assembly will only meet if at least two thirds of the respective applicants are present.

 

Article Twelve

 

One - The General Assembly will be constituted provided that at least half of the associates are present, and without prejudice to the provisions of Article Eleven, paragraph 2, subparagraph b).

 

Two - If there is no quorum at the scheduled time, the assembly will validly function thirty minutes later, with any number of associates.

 

Three - Each associate has one vote and decisions are taken by an absolute majority of votes of the associates present.

 

Article Thirteen

 

It is especially incumbent upon the General Assembly to:

 

a) Elect or dismiss the members of the Bureau, the Board of Directors and the Supervisory Board;

 

b) Ratify the nomination of the members of the General Council;

 

c) Review and vote annually on the Management Report and Accounts;

 

d) Appreciate the resources referred to in number Two of Article Seven;

 

e) Deliberate on proposals to amend the Statutes, requiring the favorable vote of three quarters of the members present;

 

f) To establish, based on proposals from the Board of Directors, the amount of admission fee and periodic fees and respective periodicity;

 

g) Decide on the dissolution of the Association;

 

h) Authorize the Association to sue the members of the governing bodies for acts committed in the exercise of office;

 

i) Approving or amending the regulations on the functioning of the governing bodies, the electoral process and the admission process of the Association's members.

 

Section Three

Direction

Article Fourteen

 

The Board of Directors is made up of an odd number of between 5 and 11 members, consisting of a President, one or more Vice-Presidents and other members, being responsible, within the limits imposed by the respective attributions defined in the articles of association, to distribute social tasks among the members that compose it.

 

Article Fifteen

One - The Board of Directors is responsible for exercising all the powers necessary to carry out the activities that fall within the Association's purposes, and in particular the following:

 

a) Represent the Association, actively or passively, in or out of court;

 

b) Manage the activities of the Association, complying and enforcing the statutory and regulatory provisions, as well as the decisions of the General Assembly;

 

c) Create delegations and appoint representatives or attorneys-in-fact;

 

d) Appointing, suspending, dismissing, praising or punishing the workers of the Association and setting the staff remuneration tables;

 

e) Sign contracts, checks, charter or other titles and other documents necessary for the prudent management of associative interests;

 

f) Drawing up and submitting to the assembly the annual reports and accounts, accompanied by appropriate proposals;

 

g) Preparing and approving internal regulations;

 

h) Coordinate the electoral process and the process of admission of honorary members;

 

I) Propose to the General Assembly the amount of admission fee and periodic fees, as well as the period of the respective periodicity;

 

j) Request the convening of the General Assembly, whenever deemed necessary;

 

l) Decide on the constitution of Working Groups for specific attributions;

 

m) Manage the assets and funds entrusted to it and hire the necessary personnel for the development of the Association's activities;

 

n) Dispose, with the favorable opinion of the Supervisory Board, any assets or values of the Association;

 

o) Exercise disciplinary power, applying the penalties provided for in these statutes;

 

p) Choose the members of the General Council in accordance with number three of article nine and propose its ratification to the General Assembly.

 

Two - The Association is bound by the signature of two members of the Board, one of which must be that of the President or one of the Vice-Presidents.

 

Article Sixteen

 

One - The Board of Directors ordinarily meets once a month and extraordinarily whenever the President or one third of its members so request, in a substantiated request.

 

Two - The deliberations of the Board will be taken by the majority of the votes of those present and recorded in the proper book, with the President having the casting vote in case of a tie.

 

Three - No deliberation will be valid without the presence of at least more than half of the members of the Board.

 

Article Seventeen

 

One - It is especially incumbent upon the President to:

 

a) Represent the Association;

 

b) To supervise all social and administrative acts;

 

c) Calling meetings of the Board of Directors and signing the minutes after approval.

 

Two - The President will be replaced in his absences and temporary impediments by one of the Vice-Presidents.

 

Article Eighteen

 

The vacancy of more than half of the seats in the Board will automatically determine a new election, to take place, at the latest, within thirty days following the occurrence of the last vacancy.

Section Four Advice

General Article

Nineteenth

One - The General Council is composed of between 7 and 15 members proposed by the Board and ratified by the General Assembly. In addition, former Presidents of the Board of the Association who have exercised at least one full mandate will also be members of the General Council.

 

Two - The General Council is responsible for:

 

a) Request the convening of the General Assembly;

 

b) Giving an opinion on any matters submitted to it by the Board of Directors or by the General Assembly;

 

c) Giving an opinion on the Directorate's Plan of Activities, as well as on its execution.

 

Article Twentieth

 

One - The members of the General Council will choose among themselves the President and the Vice-President, who will replace the President in his absences or impediments.

 

Two - The General Council will be advised when requested and under conditions to be defined by the Board.

 

Article Twenty One

 

The General Council will ordinarily meet once in each semester and extraordinarily whenever convened by its President or a majority of its members, as well as at the request of the Presidents of the Board of Directors or the General Assembly.

Section Five

Fiscal Council

 

Article Twenty Two

One - In order to supervise the performance of the Board of Directors and its compliance with the law and the statutes, the Supervisory Board is created, consisting of a President and two effective Vowels and an alternate member.

 

Two - The Supervisory Board meets ordinarily once a year and extraordinarily when convened by its Chairman. Its deliberations are taken by a simple majority of those present and registered in a proper book.

 

Three - The provisions of Article Eighteenth apply to vacancies occurring on the Audit Committee.

 

Four - No deliberation will be valid without the presence of at least two members. The President has a casting vote in the event of a tie.

 

Article Twenty-Three

 

It is especially incumbent upon the Audit Committee to:

 

a) Examine the bookkeeping of the Association, whenever it deems convenient;

 

b) Check the Caixa's balance when necessary;

 

c) Attend Board meetings when deemed necessary or convenient;

 

d) Request, with the unanimous vote of the Board, the convening of a meeting of the General Assembly;

 

e) Giving a written opinion on the Board of Directors' Report and Accounts, as well as on any other matter submitted to it by the latter.

Fourth Chapter

Dissolution

 

Article Twenty Four

 

One - The Association may be dissolved by favorable resolution of the general meeting.

 

Two - Dissolution requires a favorable vote of three-quarters of the number of all associates.

 

Three – When deciding on the dissolution of the Association, the general meeting must immediately appoint the liquidation committee, defining its statute and indicating o destination of net assets, if any, without prejudice to the provisions of article 166 of the Civil Code.

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