STATUTES OF THE
PORTUGUESE Association FOR OROFACIAL harmonization and Therapeutics (APHTOF)
1- The present association is a society of scientific nature that adopts the name of Associação Portuguesa de Harmonização e Terapêutica Orofacial (Portuguese Association for Aesthetic and Orofacial Therapy), also referred to, simply as the acronym APHTOF.
2- This association, constituted by public deed, has the nature of collective entity of private law of scientific character and without lucrative purpose.
3- For the accomplishment of APHTOF's mission and objectives, the Board may decide to participate in associations and other legal persons, national or foreign, whose mission and objectives are identical or similar to those contained in article 4.
4- The Portuguese Association for Aesthetic and Orofacial Therapy (APHTOF) is constituted for an indefinite period, enjoys legal personality and is autonomous and independent.
5- APHTOF has full legal capacity to be subject of rights and obligations, and to acquire, own and dispose of all types of goods, without any profit.
6- APHTOF shall be governed by these statutes and by the provisions set forth in the Civil Code in the section on Associations, as well as by all other legislation in force applicable to it.
APHTOF's headquarters are located at Rua Álvaro Benamor, nº6, 3ºF, 1600-894 Lisboa, in the parish of Carnide and municipality of Lisbon, PORTUGAL.
1- The territorial scope of APHTOF will be the whole national territory.
2- The association is obliged with two signatures, one of them being necessarily of the President of the Board and the other of a Vice-President, or the Treasurer.
3- It may also be delegated to any of the members of the Board of Directors, or to an attorney-in-fact appointed for that purpose, to represent the Association in acts of day-to-day management, as defined in the Board's deliberation.
APHTOF's purposes or attributions are the development, research, study and promotion of Aesthetic and Orofacial Therapy, as well as other areas that are considered important for the evolution and professional improvement of its Associates.
It will also be object of the association, the promotion and accreditation of knowledge and competences in Aesthetic and Orofacial Therapy.
Its function is the representation of Portuguese Aesthetic and Orofacial Therapy in the national and international entities.
It also has the purpose of organizing all kinds of scientific activities, accreditation of competences, issuing guidelines and scientific information, encouraging postgraduate and continuing education, as well as other initiatives that contribute to the development and deepening of the areas it covers.
Finally, it can also edit technical-scientific publications related to the subject matter of the purpose, always respecting the applicable legislation and in force.
1- APHTOF is free to join or establish agreements, partnerships or protocols with third parties national or international, and may integrate these same entities as a way to pursue its purposes.
2- APHTOF may also, to better fulfill its corporate purpose, take part as partner or associate in other legal persons, namely acquiring shares in commercial companies.
3- APHTOF is free to create internal sectored areas that aim at further development of its social or scientific object.
In the development of these statutes, APHTOF may approve an internal Rules and Regulations document, which may in no case alter the provisions contained in this Statute.
ASSOCIATES OF THE ASSOCIATION
CHAPTER I - THE CONDITION OF ASSOCIATE
APHTOF´s Associates may be those individuals, physical or legal persons who being interested in the development of Aesthetic and Orofacial Therapy, meet the requirements of these Statutes and are admitted in accordance with its rules.
APHTOF’s Associates can be: Founders, Co-Founders, Effective, Honorary, Affiliates.
The Founding Associates are the grantors of the incorporation of APHTOF.
Co-Founders Associates are those who were in person in the First (1st) Assembly of APHTOF, or were represented in it by proxy, after payment of the first quota established in that same Assembly.
1- Individuals who have applied for registration in writing, addressed to the APHTOF Board and duly signed by the applicant, may be Effective Associates of APHTOF, accompanied by the following documents:
a) Proof of legal authorization to practice Dental Medicine in Portugal;
b) As an alternative to point a) of this same article, proof of legal authorization to practice Medicine in Portugal;
c) Complete personal identification;
2- The APHTOF Board will prove the documentation received of the applicant and will decide accordingly, whether or not to register as an associate. The applicant will be informed of the decision taken by notification of APHTOF and if so, formalize the entry and the payment of the entry quota and first periodic quota.
1- By resolution of the Board, APHTOF may grant the status of "Honorary Associate" to those persons who have contributed in a relevant and unique way, for the development of the Association or of the Aesthetic and Orofacial Therapy.
2- The status of "Honorary Associate" thus obtained, grants the legal status of an effective member of APHTOF, except for the right to participate in the governing bodies of the APHTOF, except when the person in question is also a founder, co-founder or already member of APHTOF.
3- Honorary Associates may be recognized posthumously.
4- Honorary Associates are exempt from paying quotas.
1- Affiliate Associates have the following modalities:
a) Extraordinary Members
b) Institutional Members
2- APHTOF’s Extraordinary Members may be Medical Doctors, Dentists or other Portuguese or foreign professionals who, not being in the conditions of the previous articles, may show interest in supporting and cooperating with APHTOF, as long as they are suggested and approved by the Board.
3- APHTOF’s Institutional Associates may be Public and Private Collective Persons, who wish to support and cooperate with APHTOF, as long as they are suggested by the members and approved by the Board.
4- Each associate who is a collective legal person shall designate a natural person as their effective representative in APHTOF, and may designate an alternate representative to represent it in the absence or impediment of the effective representative.
5- The status of "Affiliate Associate" thus obtained, does not necessarily grant the legal status of effective member of APHTOF.
6- The rights and duties of the Extraordinary Members are those included in Chapter II of Title II of these Statutes (RIGHTS AND DUTIES OF THE MEMBER).
7- The rights and duties of the Institutional Associates are those included in Chapter II of Title II of these Statutes (THE RIGHTS AND DUTIES OF ASSOCIATES), except those contemplated by sub-paragraphs d), e) and f) of art.18 of these Statutes.
8- The Institutional Associates are exempt of the payment of annual quota.
1- APHTOF’s Associates may request their exclusion from the association on a voluntary basis, without being exempted from fulfilling any obligations they may have with the entity.
2- Membership is not transferable.
(Suspension of Associates)
1- Associates who fail to have their status regularized in respect of compliance with the annual quotas regime, will be automatically suspended on March 31 of each year, and will no longer be able to exercise their rights to APHTOF.
2- The suspension of the Associates under the terms of the previous numbers, will be automatically terminated, resuming the full exercise of their rights and duties to the Association, to the extent that it is verified:
a) The payment of the quotas due at the date of suspension, thus retaining their seniority;
b) Payment of the quota for the current year, with loss of seniority;
(Exclusion of Associates)
1- The Board of APHTOF may exclude from the association those Associates that incur in any of the following situations:
a) Interdiction by means of a final judicial decision, for the exercise of Medicine or Dentistry.
b) Expulsion by sanction, of the professional Association corresponding to their profession.
c) Remain in non-payment of quotas or other pecuniary obligations.
2- The APHTOF Board will decide to initiate the exclusion procedure and appoint a committee formed by an instructor and a secretary, from among the leading Associates.
3- The commission will decide within a maximum of six months from the date of decision, to initiate the exclusion procedure.
4. That procedure shall consist of an investigation phase and shall comply with the principle of adversarial procedure, in respect of which the person concerned may submit allegations and evidence in his defense.
5 - Finally, the committee will report to the Board, so it can issue its decision.
6- The decision may be appealed to the first Ordinary General Meeting to be held.
CHAPTER II - THE RIGHTS AND DUTIES OF ASSOCIATES
APHTOF’s Associates have the right to participate in general, cultural, study and research activities that it carries out.
1- Except for the exceptions mentioned in Chapter I of Title II of these Statutes (THE CONDITION OF ASSOCIATE), all APHTOF’s Associates have the following rights:
a) Attend and participate in the deliberations of all General Assemblies, both Ordinary and Extraordinary;
b) Receive all briefs, publications and information from APHTOF;
c) To attend and participate in all those scientific activities and other acts that APHTOF organizes, according to the conditions established for each of them;
d) To challenge acts or decisions which are contrary to the present statute, according to the law;
e) Right to vote in the General Assembly, both Ordinary and Extraordinary;
f) The right to stand for election and to be elected to positions of APHTOF's organs;
g) The Founding Associates of APHTOF may be elected consecutively to the same or different posts in any APHTOF’s social body, without restriction of number of mandates;
h) Any other rights that assist to the Associates, in accordance with the Statutes and other applicable legislation.
Except for the exceptions contemplated in Chapter I of Title II of these Statutes (THE CONDITION OF ASSOCIATE), the obligations of all APHTOF Associates are:
a) To pay punctually the associative quotas legitimately established by the General Assembly;
b) To appear at the General Assembly and at meetings of the Board, whenever they are notified to do so;
c) To promote, defend and collaborate for the public recognition of the good name and prestige of APHTOF in particular, and of Aesthetic and Orofacial Therapy in general;
d) Any other obligations imposed by the Statutes or other applicable legislation.
The Member who in any way ceases to belong to APHTOF will not be entitled to the contributions that he has paid, and he loses the right to the social assets, without prejudice to his responsibility for all the quotas related to the time in which he was a member of APHTOF.
THE ORGANS AND THEIR OPERATION
CHAPTER I - GENERAL PROVISIONS
1- The APHTOF’s bodies are the General Assembly, the Board of Directors, the Fiscal Council, the International Delegation, the Scientific Committee and the Digital Committee.
2- The Scientific Commission is an advisory body of APHTOF.
3- The Digital Committee is an operational body of APHTOF.
1- The term of office of the holders of the associative organs is of four (4) years, remaining, however, in the performance of the functions until the new members of the associative organs take office.
2- The re-election in the terms of no.4 of article 23 of these Statutes, is allowed.
1- Associates with at least three (3) years of associative life in APHTOF, except in the case of Founding Associates or Associate Co-Founders of APHTOF, are eligible for the APHTOF's associative bodies.
2- The mandate begins with the inauguration before the President of the General Assembly, or his substitute, which should take place in the month following the election of the associative organs.
3- The members of the associative bodies shall not be allowed the simultaneous performance of more than one position between the General Assembly, Board and Fiscal Council.
4- The members of the associative bodies with positions in the General Assembly, Board and Fiscal Council, are allowed to take positions in each of the "International Delegation", "Scientific Committee" and “Digital Committee” positions.
5- The APHTOF’s social organs cannot be elected for more than two consecutive terms for the same position, in a total of four successive terms in any social organ, except:
a) In case of impossibility of substitution and for manifest defense of the interests of APHTOF;
b) In case of being Founding Associates of APHTOF, it can be elected without limit of consecutive mandates in any organ of APHTOF.
The Associates shall personally and freely charge the positions for which they have been elected, but shall be paid the expenses of representation that they make to the service of the APHTOF, duly justified and proven. These expenses include all travel, accommodation, food and other expenses directly related and necessary to the performance of their duties.
It must be admitted as a ground for exculpation of the positions for which a member have been elected, namely an illness that makes the exercise of their duties excessively serious or precarious, and any other circumstances that the General Assembly itself deems justified.
Voting on the elections to the APHTOF bodies or matters affecting their members, shall be compulsory by secret ballot.
CHAPTER II - THE GENERAL ASSEMBLY
1- The General Assembly is the maximum body of APHTOF, which delegate in the Board, the administration and the management of the association.
1- The General Assembly is constituted by all the Associates of APHTOF, under the terms of these Statutes.
2- The Bureau of the Assembly shall be composed of the President, a First Secretary, a Second Secretary and an alternate.
3- The General Assemblies may be Ordinary or Extraordinary.
4- The Ordinary are obligatorily held once a year, being able to decide on:
a) Reporting, reading and approval of accounts for the previous year;
b) Plan of activities presented by the Direction;
c) Election of the Governing Bodies in January, following the previous mandate.
4- The Extraordinary Meetings are held when called by the President of the General Assembly on his own initiative, at the request of the APHTOF’s President, at the request of more than half of the members of the Board, or when ¾ (three-fourths) of the Associates with voting rights request it in writing, indicating the matters to be included in the agenda.
1- The Assemblies are mandatorily convened by the President of the General Assembly.
2- The convocation will be made in writing via mail, addressed to all Associates with at least 15 days prior to the date of its accomplishment, indicating the place, date and time of the meeting, including the agenda previously determined.
3- The General Assembly may only deliberate on the matters mentioned in the agenda.
4 - Members who wish to submit a matter to the General Assembly, must request it from the President at least twenty (20) days before the date of the meeting, so that the latter can put it on the agenda.
5- The President of the General Assembly shall decide whether or not to admit the matter to the General Assembly, which shall be mandatory when requested by at least ¾ (three-fourths) of the Members with voting rights.
1- In order for the General Assembly to be held at the time set forth in the notice of meeting, at least 80% of the Members with the right to vote shall be required.
2- If 80% of the Associates with voting rights are not present at the called time, the session will be held and will be deliberated with the present, one hour after the original convocation.
1- The President of the General Assembly shall preside at the meetings, directing the work.
2- In his absence or impediment, the President of the General Assembly shall be replaced by the First Secretary and this by the Second Secretary.
3- A secretary shall draft and read the minutes of the meeting for approval, by a vote, at the next meeting.
4- The General Assembly shall decide by simple majority of the Members with the right to vote in person, except in cases in which the present Statutes otherwise define.
5- In case of impossibility of attending the meeting, Members may be represented by other Associates in the meetings of the General Assembly, by registered letter received two (2) days prior to the date of the meeting, addressed to the President of the General Assembly, with a recognized signature, and each Member may not represent more than one (1) Associate, except in the case of Founding Associates, who may represent an unlimited number of Associates.
6 - Foreign Associates or residents abroad may participate in the General Assembly by videoconference, provided they prove by electronic mail sent five (5) days prior to the date of the meeting, addressed to the President of the General Assembly, the impossibility of attending the meeting.
CHAPTER II - THE BOARD
1- The Board of APHTOF is the body that represents and manages the association.
2- It shall consist of the President, four (4) Vice-Presidents, Secretary General, Treasurer, an odd number of members of no less than three (3), and two (2) alternates.
It is the responsibility of the Board of APHTOF:
a) Represent the Association judicially and extra-judicially;
b) To manage the Association, fulfilling the program of its candidacy and acting towards the accomplishment of its objectives;
c) To execute the resolutions of the General Assembly;
d) To organize the respective budget;
e) Accept donations and legacies made to the Society;
f) To present to the Audit Committee, at least fifteen days prior the General Assembly, the report and accounts of the previous calendar year;
g) Submit to the approval and vote of the General Assembly, the report and accounts of the previous calendar year;
h) To propose to the General Assembly the regulations necessary for the proper functioning of the Association;
i) To propose to the President of the General Assembly the convocation of the General Assembly, or the inclusion of subjects in the agenda;
j) To admit and register associates;
k) To propose the appointment of extraordinary Associates, institutional and honorary;
l) To appoint the APHTOF’s Congress Organizing Committee;
m) Organize or delegate the organization of APHTOF’s Symposiums;
n) To appoint, regulate, monitor and when necessary, coordinate the activity of the Committees and Working Groups;
o) Organize and sponsor scientific meetings and training courses in the areas of Aesthetic and Orofacial Therapy, within the scope of APHTOF;
p) To appoint APHTOF’s Editor(s) and Editorial Board of scientific publications;
q) To resolve, with the assistance of the Scientific Committee, on the accreditation of competences and training in Aesthetic and Orofacial Therapy;
r) Establish APHTOF’s Awards and Scholarships;
s) Appoint the Chairman of the Scientific Committee and dismiss him;
t) Appoint the Chairman of the Digital Committee and dismiss him;
u) Appoint the President of the International Delegation and exonerate him;
v) Carry out the other management acts of the Association;
x) To decide on the value of the registration fees, and the quotas to be paid by the Associates;
y) Request the issuance of opinions to the Supervisory Board and the Scientific Committee.
z) Perform the other functions included in these Statutes or that do not fall within the competence of other organs.
1- The Board shall meet compulsorily in person or remotely, at least quarterly and whenever deemed appropriate by the President, or five members of the same.
2- The President shall preside at the meeting and in his absence, the Vice-President.
3 - One of the members draws the minutes of the session in the corresponding book.
4- The Board shall decide by a simple majority of votes of the attendees, being necessary the presence of at least half plus one (1) of its members, and the President having the casting vote.
The treasurer will direct the accounts of APHTOF, being able to participate in the operations of economic order.
CHAPTER III - THE SPHTOF PRESIDENT
1- The President of the APHTOF’s Board is designated as President of the Portuguese Association of Aesthetic and Orofacial Therapy.
2- The President of APHTOF assumes its legal representation, in court and outside it.
1- The President exercises all the powers that are not expressly reserved to the Board, to the General Assembly or to the International Delegation, in particular the following ones:
a) To represent the Association, in and out of court, and may constitute a lawyer, especially when it is a question of granting special powers to compromise, in accordance with the law of the case;
b) To coordinate the activities of the Association;
c) Convene and preside over the Board;
d) To convene and preside over scientific meetings, namely Congresses and Symposiums;
e) Direct the magazine and other APHTOF’s publications, but may delegate such competence to a founding or effective associate;
f) To use the quality vote in all the organs to which it presides;
g) To invest the members of the Board, International Delegation, Scientific Committee and Fiscal Council;
h) To perform the other functions included in these Statutes.
2- The President of APHTOF may delegate to any of the members of the Social Bodies, one or more of his/her competencies.
CHAPTER IV - FISCAL COUNCIL
1- The Fiscal Council is composed of a President, a Vice President, a member and an Alternate.
1- The Fiscal Council shall function in the place designated by its President, and the meetings shall be directed by him.
2- The Fiscal Council shall meet when convened by its President, or by APHTOF’s President.
3- The Statutory Audit Committee shall vote validly only if at least half of its members are present, or represented.
4- The deliberations are taken by simple majority of the votes of the members present, or represented.
5- The indication of the representatives of the members prevented to participate in a meeting will be made by letter sent to the President of the Fiscal Council.
1- It is incumbent upon the Fiscal Council:
a) Examine the financial management of the Board;
b) To give an opinion on reports of accounts and on budget projects, presented by the Board;
c) To prepare the opinions that is committed to him by the President of APHTOF;
d) To resolve on the request of resignation of the position or temporary suspension of the functions of its members;
e) Decide on the replacement of its members.
2- Any deliberation or opinion shall be issued within a maximum period of 8 days.
1- The members of the Fiscal Council shall have the right to vote and shall draw up the opinions attributed to them.
2- 2- Resignation or temporary suspension of duties, shall be requested from the Supervisory Board.
CHAPTER V - THE INTERNATIONAL DELEGATION
1- The International Delegation is the organ that assists in the representation of the APHTOF, outside the national territory and within this one, when requested by the Board.
2- The International Delegation is the body that represents the International Aesthetic and Orofacial Therapy in APHTOF, and it is obligatory to be represented in person by its President in all events, publications or public actions of APHTOF, being able the President of the Delegation International or the President of APHTOF, to punctually delegate this representation to any member of said body.
3- It is composed of the President, Vice-President, Secretary, an equal number of members never less than two (2) and one (1) alternate.
1- Fifty per cent (50%) of the members of the International Delegation must have foreign residence and nationality, and each foreign nationality must not fill more than twenty-five per cent (25%) of the offices of this Delegation.
2- The President, Vice-President and Secretary of the International Delegation shall be appointed by the Board.
3- In the event that a name is suggested for this body that is not among APHTOF’s Associates, the President of APHTOF is responsible for taking this name to the Board meeting, to be accepted as an Extraordinary Associate.
All elements of the International Delegation shall meet periodically between themselves and with the Board, whenever requested by it.
1- The President of the International Delegation exercises powers related to the representation of APHTOF outside the Portuguese territory, whenever required by the President of APHTOF, and also the following functions:
a) Represent the Association, in and out of court, outside Portuguese territory, whenever required by the President of APHTOF;
b) To coordinate the activities of the Association outside Portuguese territory;
c) Convene and preside over the International Delegation;
d) Co-direct the magazine and other APHTOF’s publications, representing the international sphere;
e) Use the quality vote in the organs to which it presides;
f) Draw all functions delegated to the Scientific Committee, in accordance with Chapter VI of Title III of these Statutes (THE SCIENTIFIC COMMITTEE);
g) To perform the other functions included in these Statutes, when required outside Portuguese territory.
2- The President of the International Delegation may delegate to one of its members, one or more of its powers in any of the members of this body.
The term of office of the holders of the International Delegation shall be exercised for a period equal to that of the Direction of APHTOF.
CHAPTER VI - THE SCIENTIFIC COMMITTEE
The Scientific Committee is an organ of consultation of the other social organs, being formed by a President, a Vice-President, two Secretaries and an odd number of members never less than five (5).
1- The President, Vice-President and members of the Scientific Committee will be appointed by the Board, among the APHTOF Founding, Co-Founding or Effective Associates.
2- The Secretaries of the Scientific Committee will be appointed by the Board, among the Founding or Effective Associates of APHTOF, being one Medical Doctor and another Dentist.
All members of the Scientific Committee should meet periodically with each other, and with the Board whenever requested by it.
The President of the Scientific Committee shall attend the meetings of the Board whenever called to do so.
The term of office of the holders of the Scientific Committee, shall be exercised for a period of time equal to that of the Board of APHTOF.
CHAPTER VII - DIGITAL COMMITTEE
1- The Digital Committee is the body responsible for the running of APHTOF digital technologies, with a view to the dissemination and promotion of its activities.
2- The competencies of the Digital Commission are, among others:
a) The implementation, management and maintenance of APHTOF's online digital media, with a view to publicizing the association's activities, relationships with its members, recruiting new members and developing a brand identity;
b) Implement digital strategies that ensure the achievement of the objectives referred to in point a), namely SEO, Inbound Marketing and Content Marketing.
The Digital Commission is made up of a President, a Vice-President and an odd number of Members.
The President, Vice President and members of the Digital Commission will be appointed by the Board from APHTOF's Founding, Co-Founding or Effective Associates.
All members of the Digital Commission must meet periodically with each other and with the Board whenever requested by the Board.
The President of the Digital Commission shall attend Board meetings whenever called upon to do so.
The term of office of the members of the Digital Commission will be exercised for a period of time equal to that of the Board of APHTOF.
APHTOF has no assets at the time of its incorporation, although it has the legal capacity to own any kind of assets and rights.
The following are the revenues foreseen by the Association for the development of its purposes:
a) The proceeds of the jewels and quotas paid by the respective members;
b) Taxes and fees due for services rendered to Associates;
d) The income of the assets and rights that correspond to them, as well as legacies and donations received;
e) Revenues from the sale of publicity material, publications and books related to the purposes of APHTOF;
f) Interest on money deposited;
g) Revenue obtained through legal activities that the corporate bodies decide to perform within the statutory purposes.
The expenses of the Company are those of facilities and personnel, maintenance, operation, subsistence expenses, expenses of representation and all others necessary to the accomplishment of its objectives.
After approval by the APHTOF Board of the admission of an Associate, a jewel of value equal or superior to zero, defined in the General Assembly, shall be paid and, assigned an Associate number.
DISSOLUTION OF THE ASSOCIATION
1- APHTOF dissolves at the will of its members, for the causes determined in the Civil Code and, by a final judicial decision.
2- In the first case, it will be necessary to deliberate at an Extraordinary General Assembly - which should have been convened three months in advance, with the dissolution of the association as the sole point of the day - by three-quarters of Members with voting rights.
In the event of dissolution, the General Assembly shall appoint a Liquidation Commission.
MODIFICATIONS OF STATUTES
1- The present statutes may be modified:
a) When it is necessary by legal imperative and in this case, it may request the change any associated with voting rights;
b) By decision at an Extraordinary General Meeting agreed by three-fourths (¾) of those present with voting rights;
2- The Agenda of the General Assembly shall include the proposed amendment of the Statutes, referring to the articles that are intended to be modified, adding the text that is intended to be amended and the new proposal for drafting the same.
3- The approval of the amendments is deliberated by the Extraordinary General Assembly and requires the approval of three-fourths (¾) of the Members present with voting rights.
Any doubts that may arise in the interpretation and application of these Statutes will be resolved by the APHTOF Board, and the Chairman of the APHTOF will have a casting vote in case of a tie.