STATUTE OF THE LATIN AMERICAN ASSOCIATION OF MEDICINAL CHEMISTRY (ALAQMed)

Chapter I – Name, Headquarters, Purpose, and Duration

Article 1 – The Latin American Association of Medicinal Chemistry (hereinafter referred to as ALAQMed) is a private, nonprofit civil association, of a scientific nature, international in scope within the Latin American context, and educational in character.

Sole Paragraph – In this Statute, the LATIN AMERICAN ASSOCIATION OF MEDICINAL CHEMISTRY may be referred to simply as “ALAQMed”.

Article 2 – ALAQMed shall have its headquarters and jurisdiction in the city of Rio de Janeiro, Brazil, and may establish chapters or representations in other Latin American countries participating in this Association.

Article 3 – The duration of ALAQMed is indefinite.

Article 4 – ALAQMed aims to bring together medicinal chemists, other professionals, and institutions connected 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:

I – Encouraging research and development in the field of Medicinal Chemistry;

II – Promoting collaboration between scientists in Latin America and other parts of the world;

III – Regularly organizing congresses, symposia, courses, and workshops;

IV – Publishing articles, books, and educational materials relevant to the field;

V – Encouraging the formation of collaboration networks among academia, industry, and government.

Article 5 – To achieve its objectives, ALAQMed may:

I – Promote science and its applications by encouraging both the quality and quantity of research and teaching in Medicinal Chemistry in Latin America;

II – Develop editorial activities that disseminate knowledge in Medicinal Chemistry in Latin America and abroad, through printed and/or digital periodicals and monographs for educational, scientific, and technological purposes;

III – Foster collaboration and exchange among professionals in the field of Medicinal Chemistry at all educational levels, as well as among the academic, corporate, and government sectors;

IV – Encourage the development of studies, research, and the dissemination of technical and scientific knowledge aligned with its objectives, produced either internally or by third parties, using various communication media;

V – Plan, organize, support, or participate in cultural and educational events, debates, congresses, seminars, conferences, and courses related to Medicinal Chemistry;

VI – Establish agreements, contracts, partnerships, consortia, or cooperation arrangements with public or private entities, national or international, as needed;

VII – Receive donations, sponsorships, grants, legacies, aid, or contributions from members or third parties, whether individuals or legal entities, public or private, national or foreign;

VIII – Generate revenue through contracts, product sales (as a means to achieve its objectives), provision of services (related to activities provided for in this statute), or through activities and events;

IX – Legally use movable and immovable property offered by individuals or legal entities, public or private, national or foreign;

X – Participate in, join, or acquire shares in other entities, such as associations, corporations, or foundations, previously authorized by the Advisory Council;

XI – Adopt administrative or legal measures, including legal actions, 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 throughout Latin America.

Chapter II – Members

Article 6 – The membership categories of ALAQMed are:

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 admission;

III – Student Members: undergraduate and postgraduate students in areas related to Medicinal Chemistry;

IV – Honorary Members: individuals who, due to their scientific merit or services provided to the Association, are admitted by proposal of the Board and approval by the General Assembly.

Article 7 – Members have the following rights:

I – To vote and be voted for positions in the Board;

II – To participate in all activities organized by ALAQMed.

Article 8 – Members have the following duties:

I – To respect and comply with this Statute;

II – To contribute financially through payment of the annual membership fee as established and approved by the General Assembly;

III – To collaborate for the development and prestige of ALAQMed.

Chapter III – Organization and Administration

Article 9 – ALAQMed shall be governed by the following bodies:

I – General Assembly;

II – Executive Board;

III – Technical and Scientific Committees.

Article 10 – The General Assembly is the sovereign body of ALAQMed, composed of all members in full enjoyment of their statutory rights, convening annually on a date set by the Board.

§1 – The Ordinary General Assembly shall be part of the ALAQMed Annual Meeting program and shall be convened via electronic message at least 30 (thirty) days prior to the scheduled date, specifying the venue, date, time, and agenda, and may be held online (via videoconference), with mandatory recording.

§2 – The General Assembly may meet extraordinarily when convened by the Board, the Advisory Council, or by 1/4 of the paying members, with the call sent by electronic message at least 15 (fifteen) days prior, specifying venue, date, time, and agenda, and may be held online with mandatory recording.

§3 – General Assemblies may be held in person or remotely, provided the effective participation and expression of will of members can be verified through proper voting mechanisms. Only members in good standing with their annual fees have voting rights.

§4 – A minimum quorum of 1/5 of paying members 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 shall be determined at the ALAQMed Foundation General Assembly for a 2-year term. Thereafter, biennial elections shall be held remotely (electronic voting) to elect the members of the Executive Board.

§2 – Members in good standing for the last 2 years may run for positions on the Executive Board and on the Advisory and Fiscal Councils. Re-election is allowed for a maximum of 2 terms.

§3 – If vacancies occur in the Board due to death, legal impediment, resignation, or loss of mandate during the second half of the term, the vacancy shall be filled by designation of the Advisory Council for the remaining period. If vacancies occur during the first half of the term, or in case of collective resignation of the Board, elections must be held within one month to complete the term.

Article 12 – The Executive Board is responsible for:

I – Managing ALAQMed in accordance with this Statute;

II – Executing the deliberations of the General Assembly;

III – Representing ALAQMed judicially and extrajudicially.

The Executive Board must meet at least twice a year, convened by the President, and may meet extraordinarily upon request of any board member.

Sole Paragraph – Whenever possible, calls for meetings should be sent at least 15 (fifteen) days in advance via email to members of the Board, including the agenda, and meetings may be held via videoconference, with mandatory recording.

Article 13 – Duties of the President:

I – Represent the Association before third parties and public institutions, both actively and passively, in judicial and extrajudicial matters;

II – Convene and chair meetings of the Board and the General Assembly;

III – Authorize expenses, manage bank accounts, and sign checks for payments (together with the Treasurer);

IV – Cast tie-breaking votes in decisions of the General Assembly and the Board.

§1 – The Vice-President shall replace the President in cases of impediment or absence.

§2 – The Vice-President shall immediately assume the presidency upon completion of the President’s 2-year term.

Article 14 – Duties of the Secretary-General:

I – Replace the Vice-President in cases of impediment or absence;

II – Serve as secretary for meetings of the Board, Advisory Council, and General Assembly;

III – Coordinate the organizing committee of the ALAQMed Congresses;

IV – Oversee the organization of events promoted by the Board;

V – Prepare the Association’s electronic bulletin.

Article 15 – Duties of the Treasurer:

I – Collect membership fees, contributions, and other payments;

II – Manage the Association’s assets;

III – Prepare annual financial statements, including inventory, balance sheet, and income statement, and submit them for approval by the General Assembly;

IV – Oversee the Association’s annual income tax return, when applicable;

V – Coordinate preparation and execution of budgets and financial documents.

Sole Paragraph – The Deputy Treasurer shall assist and replace the Treasurer when necessary.

Article 16 – Advisory Council

The Advisory Council, an advisory body of the Board, shall be composed of 5 (five) members: 4 (four) elected by the General Assembly and the most recent past President of ALAQMed, all serving 2-year terms, with reappointment allowed.

§1 – Board members may participate in Advisory Council meetings without voting rights.

§2 – Board members may not simultaneously be elected to the Advisory Council.

§3 – The Advisory Council shall have a Chair elected by its members.

Article 17 – The Advisory Council shall meet at least once a year, convened by its Chair, and extraordinarily upon request of the Board.

§1 – Calls for meetings should be sent, whenever possible, at least 15 (fifteen) days in advance by electronic correspondence with the agenda, and meetings may be held via videoconference with mandatory recording.

§2 – Decisions of the Advisory Council shall be made by a majority of its members, who, if absent, must express their opinion in writing.

Article 18 – Duties of the Advisory Council:

I – Regulate the resolutions of the General Assembly;

II – Provide opinions on matters submitted by the Board or the General Assembly;

III – Appoint substitutes and call elections for vacant Board positions;

IV – Fill vacancies in the Advisory Council and Fiscal Council until the end of the corresponding term.

Article 19 – Fiscal Council

The Fiscal Council, the financial oversight body of the Association, shall consist of 4 (four) members—2 (two) regular and 2 (two) alternates—elected for 2-year terms, with reappointment allowed.

Article 20 – Duties of the Fiscal Council:

I – Review the action plan and annual budget prepared by the Board;

II – Examine the annual financial statements presented by the Board, including inventory, balance sheet, and income statement, preparing a detailed report for approval by the General Assembly;

IV – Immediately notify the Board of any violation of law or the Statute, suggesting appropriate measures;

V – Propose the hiring of an independent external audit and oversee its work.

Chapter IV – Assets and Finances

Article 21 – ALAQMed’s assets shall consist of:

I – Membership contributions;

II – Donations, legacies, and grants;

III – Revenue generated from scientific and cultural activities;

IV – Other income permitted by law.

Article 22 – Financial management is the responsibility of the Treasurer, who shall present reports to the General Assembly and the Fiscal Council.

§1 – The Association shall not distribute any operational surplus—whether gross or net—dividends, bonuses, shares, or any portion of its assets to members, advisors, directors, employees, or donors. Such amounts shall be fully applied to its purposes, and the Association may create funds to ensure continuity of its activities and seek financing from national and international entities.

§2 – Members of the Board and Advisory/Fiscal Councils shall not be remunerated for their services.

§3 – The Association may reimburse or advance expenses incurred by members and employees in management activities, provided they are approved by the Board and duly documented.

§4 – With joint approval of the Board and Advisory Council, an Institutional Development Fund may be created to receive surpluses and support objectives related to the Association’s mission.

Chapter V – Membership Structure

Article 23 – Members of ALAQMed are classified as founding members, regular members, benefactor members, and honorary members, as described in Chapter II, and are not jointly or subsidiarily liable for the Association’s obligations.

§1 – Founding members are those who signed the minutes of the ALAQMed Foundation General Assembly.

§2 – Regular members are individuals with a higher education degree in Pharmacy, Chemistry, or related areas, who are up to date with their annual membership fee.

§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 titles of honorary member and benefactor member are honorary distinctions, and these members are exempt from the contributions required of regular members.

Chapter VI – Elections and Inauguration

Article 24 – The first members of the Board and Advisory and Fiscal Councils of ALAQMed shall be elected by voting during the ALAQMed Foundation General Assembly, held via videoconference with mandatory recording, for a 2-year term.

Article 25 – As of November 2026, elections for the Board, Advisory Council, and Fiscal Council shall be conducted by public consultation of members in good standing for the past 2 years. The electoral process shall be communicated to members 60 days in advance via electronic message.

§1 – Eligible candidates must be members in good standing for the last 2 years and hold a PhD in Sciences or related fields.

§2 – Votes shall be received and counted electronically according to the system announced by the Board with approval of the Advisory Council.

§3 – If fewer than 20% of members vote, a new election shall be convened after 30 days through a General Assembly. During the Assembly (via videoconference), new members of the Board and Councils shall be elected by simple majority. In case of a tie, the older candidate shall prevail.

§4 – The elected Vice-President shall automatically become President of ALAQMed upon completion of the presidential term.

§5 – Terms of the Board and Advisory/Fiscal Councils last 2 years and may be renewed for up to 2 additional terms.

§6 – Elected members shall take office at the first Ordinary General Assembly following the election.

§7 – Candidates must form a slate for positions on the Board, Advisory Council, and Fiscal Council. Each slate must include at least 33% (one-third) members from different Latin American countries. Slates composed solely of members from a single Latin American country are prohibited.

Chapter VII – General and Transitional Provisions

Article 26 – This Statute may be amended, in whole or in part, by decision of the General Assembly specifically convened for this purpose, with approval of at least two-thirds of those present.

Article 27 – Omitted cases shall be resolved by the Executive Board, with appeal to the General Assembly.

Article 28 – This Statute enters into force on the date of its approval by the ALAQMed Foundation General Assembly.

Article 29 – The Association may be dissolved at any time by decision of the absolute majority of members in a General Assembly convened for this purpose.

Sole Paragraph – In the event of dissolution, the remaining assets, after payment of liabilities, shall be allocated to nonprofit entities preferably with objectives similar to those of the Association, to be designated by the same General Assembly that approved the dissolution of ALAQMed.

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