ARTICLES OF ASSOCIATION OF THE SPANISH SOCIETY OF

INDUSTRIAL DRUGSTORE AND GALÉNICA

 

Index.


 

 

 

TITLE I. - OF THE CONSTITUTION OF THE SPANISH SOCIETY OF INDUSTRIAL DRUGSTORE AND GALÉNICA

Article 1
Under protection of the current legal dispositions there constitutes an association without lucre fortitude named Spanish Society of Industrial Drugstore and Galénica (biopharmabonanza), having juridical personality proper and different from that of his members.

Article 2
The biopharmabonanza is constituted under protection of the Law of Associations of December 24, 1964 and concordant dispositions and is formed by pharmacists and other top alumni linked to activities of galénico research and development, manufacture and quality control as well as to the teaching and to the investigation in the fields of the pharmaceutical technology, the biodrugstore and the farmacocinética in the pharmaceutical industry
, in the centers of university education and in the sanitary institutions.

Article 3
The territorial ambience of the biopharmabonanza spreads to the Spanish territory.

Article 4
The biopharmabonanza has his domicile in the places of the Department of Drugstore and Pharmaceutical technology (Chair of Drugstore Galénica) of the faculty of Drugstore of the Complutense University. Avda. of the Complutensian s/n. 28040 Madrid. This domicile one will be able to move to any point of the Spanish territory previous adoption in legal form of the corresponding agreement for the Assembly of the biopharmabonanza.

Article 5
The biopharmabonanza will be ruled in his functioning by that of the Law of Associations of December 24, 1964 and concordant dispositions, by the present Articles of association and by the agreements adopted as the General Assembly, being this one sovereign in all those situations not foreseen explicitly in these Articles of association.

 

TITLE II. - OF THE ENDS OF THE SPANISH SOCIETY OF INDUSTRIAL DRUGSTORE AND GALÉNICA

Article 6
There are specific ends of the biopharmabonanza:

  1. To contribute to the professional improving of his members by means of the exchange of knowledges, knowledge and methods.
  2. To analyze and to debate the problems that his members have in common and to propose possible solutions to the same ones.
  3. To encourage the necessary critical reflection on the problems that raises the Industrial Drugstore and Galénica, in the different professional ambiences.
  4. To collaborate actively with Associations of national and international ambience which ends are coincidental or parallel.
  5. To promote cooperative movements and mutualistas between his associates.
  6. To promote all those means and performances that facilitate the communication of works and investigations in the field of the Industrial Drugstore and Galénica and related sciences.
  7. To support all those measurements conducive to the human and professional enrichment of his associates and of the society in general.
 

TITLE III. - OF THE ASSOCIATES, RIGHTS AND OBLIGATIONS

Article 7
They are members of right plenary meeting of the biopharmabonanza:

  1. The signatories of the incorporation agreement, who will have the Charter members consideration.
  2. The pharmacists and other top alumni who exercising his professional activity in the ambience of the Industrial Drugstore and Galénica have requested his incorporation in writing directed to the President of the biopharmabonanza and admitted by the Managing meeting with the later endorsement of the Associates' General Assembly. When an incorporation request is refused, the Directorate will realize to the General Assembly of the reasons that motivated the above mentioned decision.
Article 8
The associate's condition will get lost for:

  1. Proper will communicated in writing to the President of the biopharmabonanza.
  2. To have lost the professional requisites expressed in the article 7b.
  3. Expulsion agreed by the General Assembly at the proposal of the Directorate.
  4. The non-payment of the quotas. It will be understood that the non-payment has taken place, when an associate, reliable previous request, allows to pass six months without proceeding to the corresponding fertilizer.
Article 9.

  1. There will be motive of expulsion of the biopharmabonanza the serious nonperformance of the legal or statuesque dispositions by which it is ruled or of the valid agreements of his Governmental bodies.
  2. So that an associate is expelled from the biopharmabonanza previous requisite will be the inception of records on initiative of the Directorate or at the proposal of at least 20 % of the associates. For the procedure of the records, the Directorate will be designated between the associates by an instructor who, previous hearing to the interested party, will raise a report with the result of the performances, the contributed tests and the proposal of resolution. In view of this report, the Directorate will decide the expediency or not of proposing the expulsion to the General Assembly.
Article 10
There are rights of the Associates:

  1. To choose and to be chosen for the managing positions of the biopharmabonanza.
  2. To take part in the acts that he organizes and celebrates the biopharmabonanza.
  3. To be informed about the questions that should affect to the activity of the biopharmabonanza.y to take part with voice and vote in the meetings of the governmental bodies of which they are part.
  4. To propose to the Directorate the organization of activities according to the ends of the biopharmabonanza.
Article 11
There are duties of the associates:

  1. To fulfill the legal and statutory norms by which the biopharmabonanza is ruled.
  2. To respect the agreements adopted validly as the governmental bodies of the biopharmabonanza.
  3. To help and to take part personally and, in his case, for delegation of another associate in the General Assemblies.
  4. To satisfy the quotas established in due form.
  5. To encourage the spirit of union, freedom and solidarity between the associates.
  6. To show opinions about matters related to the ambience activities of the biopharmabonanza to title exclusively personally, must contribute the pertinent justificatory papers when an opinion is expressed on behalf of the biopharmabonanza or other associates.
 

TITLE IV. - OF THE GOVERNMENTAL BODIES OF THE SPANISH SOCIETY OF INDUSTRIAL DRUGSTORE AND GALÉNICA.

Article 12
There are governmental bodies of the biopharmabonanza, the Associates' General Assembly and the Directorate.

Article 13
The Associates' General Assembly is the supreme organ of the biopharmabonanza and of her members of right plenary meeting are all the associates.

Article 14
There are attributions of the Associates' General Assembly:

  1. To fix the general guidelines of the activities of the biopharmabonanza.
  2. To choose the members of the Directorate for his respective charges.
  3. To approve the budgets and the accounts.
  4. To receive information of the activities developed by the Directorate.
When the circumstances like that need it, the Assembly will be able to delegate in a commission the faculty to solve concrete problems that for his nature could not wait for the term necessary for his endorsement for the Assembly.

Article 15
The meetings of the Associates' General Assembly can have ordinary and extraordinary character.

Article 16
With ordinary character, the General Assembly will meet obligatorily once a year. The call, which will be accompanied of the agenda, will be carried out in writing and it will be sent to the associates with a minimum of thirty days of advance.

Article 17
The General Assembly will meet extraordinary character so many times as I summoned the Directorate or request it, in writing directed the President, at least twenty-five per cent of the associates, specifying he or the matters to be treated. The call will be carried out in writing individually with a minimum of ten days of advance, and in her the proposed agenda will be included.

Article 18
The meetings of the biopharmabonanza will be presided by the President, or in his defect by the Vice-president, operating of Secretary that of the Association.

Article 19

  1. The Directorate is constituted by the President, Vice-president, Secretary, Treasurer and three vowels, being able to have the vocalías the specific character of teaching, investigation and pharmaceutical industry. The Directorate takes charge of the direction, government and administration of the biopharmabonanza. In his performance he will surrender to the guidelines that there marks to him the Associates' General Assembly, which agreements it will have to complete.
  2. the Directorate will meet, at least, once every six months, and whenever the President summons it for proper decision or on request of three of his members.
Article 20

  1. the election of the components of the Directorate will be done of between the members of right plenary meeting of the biopharmabonanza in regular meeting, for nominal and secret voting, needing simple most of expressed votes from him.
  2. the members of the Directorate will be chosen for a period of four years, being renewed by half every two years, without possibility of being re-elected.
Article 21
Any of the members of the Directorate will stop from his charge:

  1. If the General Assembly summoned for the effect, was appreciating the existence of some cause of sufficient and well-taken reprobation, endorsed by simple most of the entire votes of the associates.
  2. For the loss of the associate's condition.
  3. For resignation communicated in reasoned writing directed to the President or to the General Assembly.
Article 22
If during the term for which the members of the Directorate were named some vacancy was taking place, there will be the proper Directorate the one that it designates between the associates, the person or persons who have to occupy them up to the following meeting of the General Assembly.

Article 23
There are functions of the Directorate:

  1. To execute the agreements of the General Assembly.
  2. To summon and to fix the date of celebration of the General Assembly.
  3. To propose to the General Assembly general and specific performance programs.
  4. To designate inside the proper Meeting the commissions of work that he considers to be opportune and to coordinate his work.
  5. To admit and to give fall to the associates in the form foreseen in these articles of association.
  6. To manage the economic and hereditary resources of the biopharmabonanza.
  7. To interpret the Articles of association of the biopharmabonanza and to look over his fulfillment.
Article 24
The members of the Directorate will not perceive any remuneration for the performance of his charges, although they will be able to be compensated by the expenses that the exercise of his functions causes to him.

Article 25

  1. At the head of the biopharmabonanza there will be a President chosen by the Assembly.
  2. To be elected a President it will be an indispensable requisite to take a minimum of one year like associate, with the only exception of the moment fundacional.
Article 26
There are functions of the President of the biopharmabonanza:

  1. To show the representation of the biopharmabonanza in all those performances in which this one should be present.
  2. To summon and to preside at the Meetings of the General Assembly and of the Directorate, personally or by means of express delegation in another member of the Directorate for every concrete matter, act or function.
Article 27
There are functions of the Vice-president of the biopharmabonanza:

  1. To replace the President in case of illness or absence,
  2. To redeem all the functions the President delegates in him.
Article 28
There are functions of the Secretary of the biopharmabonanza:

  1. To act like secretary of the General Assembly and of the Directorate of the biopharmabonanza.
  2. To keep the Book updated of High and associates' Casualties.
  3. To write and to suit, in the corresponding book the minutes of the Meetings that are celebrated, and to send certifications of the agreements, with the approval of the President.
  4. To take the Record and the File of the Secretariat and of the official mail.
  5. To communicate in writing to the associates with the required advance the date, place and hour, as well as the Agenda, of the General Assemblies.
  6. To give the pertinent transfers of the agreements.
Article 29
There are functions of the Treasurer of the biopharmabonanza:

  1. To act like treasurer of the funds of the biopharmabonanza, to whose effect, it will take the corresponding books and will organize the cashing of the quotas to be satisfied for the associates.
  2. To prepare the proposal of budgets and accounts of annual expenses, which the Directorate will have to present to the approval of the Ordinary General Assembly.
  3. To administer the goods of the biopharmabonanza.
  4. To take an updated inventory of the goods of the biopharmabonanza.
  5. To fulfill the agreements of economic nature of the Directorate.
  6. To realize periodically to the Directorate of the economic march of the biopharmabonanza.
  7. To realize the payments that are necessary in accordance with the budget approved by the General Assembly.
 

I TITLE V. - OF THE MEETINGS OF THE GENERAL ASSEMBLY AND OF THE DIRECTORATE.

Article 30
The call of every meeting will be prepared by the President and it will include place, date and hour of celebration, as well as an agenda

  1. The President will include in the agenda of the General Assembly those points that twenty per cent of the associates propose of collective form at least.
  2. The President will include in the agenda of the meetings of the Directorate those points that any of his members proposes to him of individual or collective form.
Article 31
If there was coming up unanimity of the present members, the agenda can be completed by the inclusion of other or other matters to the beginning of the meeting.

Article 32
Every associate will be able to exercise his right to vote personally or delegating it in another associate. In the relative thing to the representative votes:

  1. The delegation will have to be properly justified in writing by the delegating associate before the meeting begins.
  2. The representative votes, in the conditions and forms recounted in the previous paragraph they are calculable to the quorum effects and born in mind in the capture of agreements, as if the delegating associates were present.
Article 33
The president, who will look over the good order of the debates, will fix the duration of the same ones and of the shifts and periods of intervention.

Article 34
To take agreements it will be necessary that they are present or represented the half the more one of the respective members in the first call in addition to the President, the Secretary or who do his times. In the second call, the meeting will be able to be celebrated half an hour after the first subpoena, anyone that is the number of assistants. Constituted estatutariamente, the agreements will be adopted as simple most of votes. In case of tie, the president will have nullifying vote.

 

TITLE VI. OF THE ECONOMIC DIET

Article 35
To attend on the expenses that his functioning causes, the biopharmabonanza will have the following resources:

  1. The amount of the quotas of the associates that the Directorate proposes and that are approved by the Associates' General Assembly.
  2. The subsidies and both public and private helps that could be granted.
  3. Any other resources obtained in accordance with the current legal dispositions and the present Articles of association.
 

TITLE VII. OF THE DISTINCTIONS

Article 36
At the proposal of the Directorate or some of the associates shown in the General Assembly, the members of the biopharmabonanza who have contributed in a particularly excellent way to the development of the same one will be able to be distinguished like Members of Honor, or in case they have redeemed social charges with the denomination of the exercised charge followed by the qualification of Honor. The agreement will have to be adopted as simple majority in a General Assembly.

 

TITLE VIII. OF THE MODIFICATION OF THE ARTICLES OF ASSOCIATION.

Article 37
The present articles of association will be able to be modified in Associates' General Assembly on the initiative of the Directorate or by request of, at least, twenty-five per cent of the associates, whenever it is pointed out specially in the agenda. For it there will be needed a quorum of fifty per cent of the associates.

 

TITLE IX. OF THE DISSOLUTION OF THE SPANISH SOCIETY OF INDUSTRIAL DRUGSTORE AND GALÉNICA.

Article 38
For the dissolution of the biopharmabonanza for agreement of his General Assembly, there will be precise the personal assistance to the Meeting summoned for the effect of, at least, the fourth three parts of his associates, and the agreement will have to be taken minimal most of two thirds of the assistants, in nominal and secret voting.

Article 39
In case of dissolution of the biopharmabonanza, the General Assembly will decide on the destination that it will have to happen to the patrimony of the same one, being able to be named to the effect a commission liquidator. The above-mentioned goods will be destined for entities of similar character or for Universities so that they devote themselves to ends similar to the chased ones by the biopharmabonanza. Supletoriamente will apply to himself the diet established in the Civil Code.

 

TRANSITORY DISPOSITIONS

  1. Those persons who being in pensioners' situation, were fulfilling the requisites established in the article 7 before the constitution of the biopharmabonanza, will be able to request his incorporation as members of right plenary meeting.
  2. In the maximum space of two years told from the date of coming into effect of the present articles of association one will proceed to adapt the composition of the Directorate to the established 19th in the article. To these first elections any associate will be able to meet without the restriction established in the article being of application 20b.

The text of these articles of association has been approved in General Assembly celebrated in Madrid on the fourth of February of two thousand.


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