STATUTE OF THE LATIN AMERICAN ASSOCIATION OF MEDICINAL CHEMISTRY
Chapter I – Name, Headquarters, Purpose, and Duration
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Article 1 – The Latin American Association of Medicinal Chemistry (hereinafter referred to as ALAQMed) is a private, non-profit civil association of a scientific and educational nature, with international scope within the Latin American context.
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Sole Paragraph – Throughout this Statute, the LATIN AMERICAN ASSOCIATION OF MEDICINAL CHEMISTRY may be referred to simply as “ALAQMed.”
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Article 2 – ALAQMed shall have its headquarters and legal domicile in the city of Rio de Janeiro, located at Avenida Carlos Chagas Filho, No. 373, Block K – Room 12, Cidade Universitária, municipality of Rio de Janeiro/RJ, ZIP Code 21941-902, Brazil. It may establish chapters within Brazil or representations in other Latin American countries that participate in this Association.
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Article 3 – ALAQMed shall exist for an indefinite duration.
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Article 4 – ALAQMed aims to bring together medicinal chemists, other professionals, and institutions linked to this field or related areas, and to promote the development, dissemination, and integration of Medicinal Chemistry in Latin America through scientific, educational, and cultural activities, including:
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I – Encouraging research and development in the field of Medicinal Chemistry;
II – Promoting collaboration among scientists from Latin America and other regions of the world;
III – Regularly organizing congresses and events, symposia, courses, and workshops;
IV – Publishing articles, books, and educational materials of interest to the field;
V – Encouraging the formation of collaboration networks among academia, industry, and government.
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Article 5 – To achieve its objectives, ALAQMed may:
I – Promote science and its applications, enhancing both the quality and quantity of Medicinal Chemistry research and education in Latin America;
II – Develop editorial activities that disseminate knowledge in Medicinal Chemistry within Latin America and abroad through printed and/or digital periodicals and monographs geared toward educational, scientific, and technological interests;
III – Stimulate collaboration and exchange among professionals in Medicinal Chemistry at all educational levels, as well as among the academic, corporate, and governmental sectors;
IV – Encourage the development of studies, research, and dissemination of technical and scientific knowledge aligned with its objectives, whether produced internally or by third parties, using various communication media;
V – Plan, organize, support, or participate in cultural and educational activities, debates, congresses, seminars, conferences, and courses related to Medicinal Chemistry;
VI – Establish agreements, contracts, partnerships, consortia, or cooperation arrangements with public or private entities, either national or international, as necessary;
VII – Receive donations, sponsorships, grants, legacies, aid, or contributions from its members or third parties, whether individuals or legal entities, public or private, national or foreign;
VIII – Generate revenue through contracts, the sale of products (provided they serve as a means to achieve its objectives), the provision of services (related to activities outlined in this Statute), or the execution of events and initiatives;
IX – Use, in a legally permitted manner, movable and immovable property offered by individuals or legal entities, whether public or private, national or foreign;
X – Participate in, associate with, or acquire participation in other entities, such as associations, corporations, or foundations, provided prior authorization is granted by the Advisory Council;
XI – Adopt administrative or judicial measures, including initiating legal proceedings, to protect the interests of the Association, its members, and society at large;
XII – Represent its members in public debates relevant to education, science, and technology across Latin America.
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Chapter II – Members
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Article 6 – The membership body of ALAQMed shall be composed of:
I – Founding Members: those who participated in the founding meeting of the association;
II – Regular Members: professionals in the field of Medicinal Chemistry who request membership;
III – Student Members: undergraduate and graduate students in areas related to Medicinal Chemistry;
IV – Honorary Members: individuals who, due to their scientific merit or services rendered to society, are admitted upon proposal by the Executive Board and approval by the General Assembly.
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Article 7 – Members have the following rights:
I – To vote and be voted for positions in the Executive Board;
II – To participate in all activities promoted by ALAQMed.
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Article 8 – Members have the following duties:
I – To respect and comply with this Statute;
II – To contribute financially by paying the annual membership fee in the amount established and approved by the General Assembly;
III – To collaborate for the development and prestige of ALAQMed.
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Chapter III – Organization and Administration
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Article 9 – ALAQMed shall be managed by the following bodies:
I – General Assembly;
II – Executive Board;III – Technical and Scientific Committees.
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Article 10 – The General Assembly is the sovereign body of ALAQMed. It is composed of all members in full enjoyment of their statutory rights and shall meet ordinarily once a year, on a date set by the Executive Board.
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§ 1 – The Ordinary General Assembly shall be part of the program of the ALAQMed Annual Meeting and shall be convened by electronic message at least 30 (thirty) days prior to the scheduled date, specifying the place, date, time, and agenda to be discussed. The Assembly may be held online (via videoconference) and must be recorded.
§ 2 – The General Assembly may meet extraordinarily when convened by the Executive Board, the Advisory Council, or one-fourth (1/4) of the members in good standing. The call shall be sent via electronic message at least 15 (fifteen) days in advance, indicating the place, date, time, and agenda of the meeting. The Assembly may also be held online (via videoconference) with mandatory recording.
§ 3 – General Assemblies may be held either in person or remotely, provided that in the latter case it is possible to verify the effective participation and expression of will of members through a proper voting system. Only members in good standing with the annual fee are entitled to vote.
§ 4 – A minimum quorum of one-fifth (1/5) of the members in good standing is desirable for deliberations of the General Assembly.
Article 11 – The Executive Board shall be composed of:​
I – President;
II – Vice President;
III – Secretary-General;
IV – Treasurer;
V – Deputy Treasurer.
§ 1 – The first Executive Board and the Advisory and Fiscal Councils shall be designated at the ALAQMed Founding General Assembly, for a 3-year term. Thereafter, elections shall be held every two years by remote electronic voting.
§ 2 – Members in good standing with ALAQMed for the past 2 years may run for positions on the Executive Board and on the Advisory and Fiscal Councils. Re-election is permitted for a maximum of two consecutive terms.
§ 3 – If vacancies occur on the Executive Board due to death, legal impediment, resignation, or loss of mandate during the second half of the term, the vacancy shall be filled by appointment of the Advisory Council for the remainder of the term. If vacancies occur during the first half of the term, or if there is a collective resignation of the Executive Board at any time, elections shall be convened within one month to complete the respective terms.
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Article 12 – Duties of the Executive Board
The Executive Board is responsible for:
I – Administering ALAQMed in accordance with this Statute;
II – Executing the resolutions of the General Assembly;
III – Representing ALAQMed in judicial and extrajudicial matters.
§ 1 – The Executive Board shall meet twice a year, convened by the President of ALAQMed, and may meet extraordinarily upon request of its members, which shall be forwarded to the President, who will then convene the meeting.
§ 2 – Whenever possible, the call for ordinary or extraordinary meetings shall be issued at least 15 (fifteen) days in advance by electronic correspondence sent to the Board members, containing the agenda of matters to be discussed. Meetings may be held via videoconference, and recording is mandatory.
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Article 13 – Duties of the President
I – Represent the Association before third parties and public institutions, both actively and passively, as well as in judicial and extrajudicial matters;
II – Convene and preside over meetings of the Executive Board and the General Assembly;
III – Authorize expenses, manage bank accounts, and sign checks for payments (jointly with the Treasurer);
IV – Issue the tie-breaking vote in decisions of the General Assembly and the Executive Board.
§ 1 – The Vice President shall replace the President in cases of impediment or absence.
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Article 14 – Duties of the Secretary-General
I – Replace the Vice President in cases of impediment or absence;
II – Act as secretary for meetings of the Executive Board, the Advisory Council, and the General Assembly;
III – Coordinate the organizing committee for ALAQMed Congresses, chaired by the President of the Association;
IV – Supervise the organization of events promoted by the Executive Board;
V – Prepare the Association’s electronic newsletter.
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Article 15 – Duties of the Treasurer
I – Collect annual membership fees, collaborator contributions, and other financial contributions;
II – Manage the assets of the Association;
III – Prepare the annual accounts, which must include the inventory, balance sheet, and economic results statement, and submit them for approval by the General Assembly;
IV – Supervise the Association’s annual income tax declaration, when applicable;
V – Coordinate the preparation and execution of budgets, annual accounts, and other accounting and financial documents of the Association.
Sole Paragraph – The Deputy Treasurer is responsible for assisting and replacing the Treasurer in cases of impediment or absence.
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Article 16 – Advisory Council
I – The Advisory Council, a body that provides guidance to the Executive Board, shall be composed of five (5) members, four (4) elected by the General Assembly plus the most recent President of ALAQMed. All members shall serve a two-year term, and reappointment is permitted.
§ 1 – Members of the Executive Board may attend Advisory Council meetings but do not have voting rights.
§ 2 – Members of the Executive Board may not simultaneously be elected to the Advisory Council.
§ 3 – The Advisory Council shall have a Chair, elected by its own members.
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Article 17 – Advisory Council Meetings
The Advisory Council shall meet at least once per year, convened by its Chair, and may meet extraordinarily when requested by the Executive Board.
§ 1 – Calls for ordinary or extraordinary meetings shall, whenever possible, be issued at least 15 (fifteen) days in advance, by electronic correspondence addressed to the members of the Advisory Council, indicating the agenda of matters to be discussed. Meetings may be held by videoconference, with mandatory recording.
§ 2 – Decisions of the Advisory Council shall always be made by majority vote of its members. Members unable to attend must be consulted and must express their position through a written opinion.
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Article 18 – Duties of the Advisory Council
I – Regulate the resolutions of the General Assembly;
II – Issue opinions on matters submitted to it by the Executive Board or the General Assembly;
III – Designate substitutes and call elections for vacant positions on the Executive Board;
IV – Fill vacancies in the Advisory Council and the Fiscal Council until the end of the corresponding term.
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Article 19 – Fiscal Council
I – The Fiscal Council, the body responsible for overseeing the financial management of the Association, shall be composed of three (3) members — two (2) full members and one (1) alternate — elected for a two-year term, with reappointment permitted.
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Article 20 – Duties of the Fiscal Council
I – To examine the action plan and the annual budget proposal prepared by the Executive Board;
II – To examine the annual financial statements submitted by the Executive Board, including the inventory, balance sheet, and economic results statement of the Association, issuing a detailed report to be submitted to the General Assembly for approval;
III – To immediately inform the Executive Board of any violation of the law or of this Statute, suggesting the measures to be taken in each case;
IV – To propose the execution of an independent external audit and to accompany the auditors’ work, in accordance with what is established by the General Assembly.
Chapter IV – Financial System
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Article 21 – The fiscal year of the Association shall end on December 31 of each year.
Article 22 – The annual financial statements shall be submitted to the General Assembly within the first 60 (sixty) days of the following year for review and approval.
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Chapter V – Assets, Funding Sources, and Finances
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Article 23 – The assets of ALAQMed shall be composed of:
I – Membership contributions;
II – Donations, legacies, and grants;
III– Revenue generated from scientific and cultural activities;
IV – Other income permitted by law.
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Article 24 – Financial management shall be the responsibility of the Treasurer, who shall present reports to the General Assembly and the Fiscal Council.
§ 1 – The Association shall not distribute, under any circumstances, to its members, advisors, directors, employees, or donors, any operational surpluses—whether gross or net—dividends, bonuses, shares, or portions of its assets resulting from its activities. All such resources shall be fully applied to fulfilling the Association’s purposes. The Association may, however, create funds to ensure the continuity of its activities and administrative functions, in addition to seeking funding from national and international entities.
§ 2 – The Association shall not remunerate members of the Executive Board or of the Advisory and Fiscal Councils for services rendered in these roles.
§ 3 – The Association may reimburse or advance funds for expenses incurred by members and employees in management activities, provided these expenses are approved by the Executive Board and duly documented.
§ 4 – With joint deliberation of the Executive Board and the Advisory Council, the creation of an Institutional Development Fund may be authorized. Any surpluses shall be allocated to this Fund, whose objectives shall be defined at the time of its creation and must be aligned with the Association’s purposes.
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Chapter VI – Membership Structure
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Article 25 – ALAQMed members are classified into the following categories: founding member, regular member, benefactor member, and honorary member, as described in Chapter II. They shall not be jointly or subsidiarily liable for the Association’s obligations.
§ 1 – Individuals who signed the Minutes of the ALAQMed Founding General Assembly shall be considered founding members.
§ 2 – Individuals holding a higher education degree in Pharmacy, Chemistry, or related fields and who are up to date with the annual membership fee shall be classified as regular members.
§ 3 – Honorary members are individuals who have made exceptional contributions to Medicinal Chemistry or to the development of Science in Latin America.
§ 4 – Benefactor members are individuals or legal entities that have made significant donations to the Association.
§ 5 – The title of honorary member or benefactor member is an honorary distinction granted by the Association, and such members are exempt from the contributions required of regular members.
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Chapter VII – General Assembly, Elections, and Inauguration
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Article 26 – The first members of the Executive Board and of the Advisory and Fiscal Councils shall be elected through voting held during the ALAQMed Founding General Assembly, conducted via videoconference with mandatory recording, for a three-year term.
Article 27 – Elections as of November 2027
Beginning in November 2027, elections for the Executive Board, the Advisory Council, and the Fiscal Council shall be conducted through public consultation of members in good standing over the last two years. The electoral process shall be announced to members 60 days in advance via electronic communication.
§ 1 – Eligible candidates must be members in good standing with ALAQMed for the past two years and must hold a Ph.D. in Science or a related field.
§ 2 – Votes shall be received and counted electronically, according to the system presented at the time by the Executive Board, with the approval of the Advisory Council.
§ 3 – If fewer than 20% of members vote, a new election shall be convened by the Executive Board after a 30-day interval, through the convocation of an ALAQMed General Assembly. During this General Assembly (via videoconference), new members of the Executive Board and Councils shall be elected by a simple majority vote. In the event of a tie, the older candidate shall be elected.
§ 4 – The terms of office for the Executive Board and the Advisory and Fiscal Councils shall be two years, with the possibility of reappointment for up to two consecutive terms.
§ 5 – Elected members shall assume office at the first Ordinary General Assembly following the conclusion of the election.
§ 6 – Candidates wishing to participate in the electoral process must form a slate for the positions of the Executive Board, Advisory Council, and Fiscal Council. Slates must be composed of at least 33% (one-third) of members from different countries affiliated with ALAQMed. Therefore, slates consisting solely of members from a single Latin American country are strictly prohibited.
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Chapter VII – Dissolution
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Article 28 – The Association may only be dissolved or terminated under the following circumstances:
a) By a resolution adopted at an Extraordinary Meeting of the General Assembly, expressly convened for this purpose, with the presence of at least two-thirds (2/3) of its Members;
b) By a final and unappealable judgment issued by the Judiciary;
c) In the event of dissolution of the Association, once all debts and liabilities have been settled, any remaining assets shall be donated to a local charitable institution;
d) If the Association operates in a leased property, upon dissolution the lease contract shall be terminated, and its movable assets shall be transferred to another sister institution.
Sole Paragraph – Also in the event of dissolution, as approved by the General Assembly convened specifically for this purpose, an assessment of the Association’s assets shall be carried out. The remaining net assets, after deduction of any quotas or proportional shares, when applicable, shall be allocated to a non-profit entity, to be designated by the Members through deliberation, and must obligatorily be a Municipal, State, or Federal institution with identical or similar social purposes.
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Chapter VIII – General and Transitional Provisions
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Article 29 – This Statute may be amended, in whole or in part, by decision of the General Assembly convened specifically for this purpose, with approval by at least two-thirds of the members present.
Article 30 – Omitted cases shall be resolved by the Executive Board, with the possibility of appeal to the General Assembly.
Article 31 – This Statute shall enter into force on the date of its approval by the ALAQMed Founding General Assembly.
Article 32 – The Association may be dissolved at any time by deliberation of the absolute majority of its members, in a General Assembly convened for this purpose.
Sole Paragraph – In the event of dissolution of the Association, any remaining assets—after all debts and obligations have been settled—shall be allocated to non-profit entities, preferably those with social purposes like those of the Association, to be designated by the same General Assembly that decides on ALAQMed’s dissolution.
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