STATUTES

Chapter First

NAME, DURATION, HEADQUARTERS AND OBJECT

Article First

One – A non-profit and private scientific and technical association, APCA – Portuguese Association for Automatic Control, is formed.

Two – The Association is headquartered in Porto, INESCTEC – FEUP Campus, Rua Dr. Roberto Frias, 4200-465 Porto, Porto municipality and Paranhos parish, being able to be transferred to another location, upon deliberation of the General Assembly.

Three – The Association can join organizations with a similar purpose, national, foreign or international, as well as create delegations or appoint representatives in any part of the country.

Second Article

The Association aims to promote and stimulate teaching, scientific research, technological development, relations between Higher Education institutions and Industry and Research Laboratories, scientific and technical exchange between national and international associations and organizations, in the area automatic control and instrumentation and in related areas.

Third Article

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

Chapter Two

MEMBERS

Article Four

Individual or legal persons interested in automatic control and who affirm their adherence to the Association’s Statute may be members of the Association.

Article Fifth

The membership of the Association is acquired through the subscription, by the interested party, of a declaration of candidacy satisfying the provisions of the previous article, and the Executive Committee is responsible for deciding on the candidate’s admission.

Article Sixth

One – The Association is made up of natural and collective members.

Two – Scientists, teachers, researchers, technicians, students or other persons interested in the pursuit of the Association’s objectives may be singular members.

Three – Collective associations and different public or private entities whose activities or interests may relate to Automatic Control may be collective members.

Four – Founding members are those provisionally registered until the date of the first General Electoral Assembly.

Article Seventh

Association Members are entitled to:

a) Participate in all the activities of the Association;

b) To enjoy the benefits granted by the Association;

c) Elect and be elected to the positions of the Association;

d) Propose, discuss and vote at the General Meeting;

e) Request the extraordinary call of the General Meeting.

Article Eighth

Association members have a duty to:

a) Contribute to the achievement of statutory objectives, in accordance with the regulations and directives issued by the Association’s governing bodies;

b) Pay an admission fee and periodic dues;

c) To exercise the positions for which they are elected or appointed, without prejudice to the provisions of number five of Article Fourteenth.

Article Nine

Members who fail to pay dues for more than one year may be suspended from exercising their statutory rights.

Article Tenth

One – Members who:

a) Request their disconnection by means of a written communication addressed to the Management Committee;

b) Allow the payment of dues to be delayed by more than two years;

c) Fail to comply with statutory and regulatory obligations or violate the interests of the Association.

Two – Exclusion under the terms of paragraph c) of number One will always be decided at the General Meeting, with the subject being included on the agenda.

Article Eleventh

Members who have been released from the Association, under the terms of paragraph a) and b) of number One of the previous article and wish to rejoin it, will be subject to the same conditions as new candidates, except in cases of force majeure duly justified and recognized as such by the Commission Directive.

Chapter Three

ORGANIZATION

Article Twelfth

The Association is organized based on the following structures:

a) Governing Bodies;

b) Specialized Commissions.

Article Thirteenth

One – The Association’s governing bodies are the General Assembly, the National Council, the Management Committee and the Audit Committee whose structure and method of constitution are the subject of the following chapter.

Two – The operating conditions of these and the other bodies of the Association, as well as the election process and the competence of the respective members, will be subject to specific regulations.

Article Fourteenth

One – Only individual members are eligible for the Board of the General Meeting, for the Management Committee, for the Supervisory Board and are liable to be chosen for the presidency of the Specialized Commissions.

Two – The term of the elected or appointed members is two years, ending on the investiture of the members who succeed him.

Three – Reassignments are permitted, but each member may not be elected or appointed to the same body for more than three consecutive terms.

Four – No more than two thirds of the outgoing members of each body may be reappointed to new terms.

Five – No member is required to accept the election for any statutory position in two successive periods.

Six – The terms of the elected members begin on the 1st of January of the calendar year following the election.

Article Fifteenth

One – The Specialized Commissions will, in general, have a permanent and interdisciplinary character.

Two – The Steering Committee is responsible for coordinating the activities of the Specialized Commissions.

Article Sixteenth 

One – The Specialized Commissions will be constituted by decision of the General Assembly or of the National Council, the latter being responsible for designating the respective elements, who will choose a president from among themselves.

Two – The creation of Specialized Commissions by the National Council and the choice of their members and president will be subject to ratification at the next General Assembly.

Three – The Association’s cultural and editorial activities will be subject to the action of Specialized Commissions, as well as the study of fundamental issues involved in its areas of interest.

Article Seventeen

The Steering Committee may establish, on a temporary basis, working groups to study specific problems within the scope of the Association’s duties, designating the respective president and members.

Article Eighteenth

The Association will seek to articulate its activity with that of similar associations. You can also cooperate and join organizations in the specialty, namely the International Federation of Automatic Control (IFAC) or others.

Chapter Four

SOCIAL ENTITIES

SECTION I – GENERAL MEETING

Article Nineteen

The General Assembly is a sovereign body of the Association, constituted by the members of the Association in full enjoyment of their rights, summoned and assembled for this purpose.

Article Twenty

The General Assembly is responsible, namely:

a) To elect the members of the respective Bureau, the Management Committee and the Supervisory Board;

b) Decide on amendments to the Statute;

c) Discuss the acts of the Steering Committee, the National Council, and the Specialized Commissions, deciding on them;

d) Appreciate and approve the report and accounts for the year ended, accompanied by the opinion of the Fiscal Council;

e) Approve or amend the regulations on the functioning of the governing bodies, the electoral process and the admission of the members of the Association;

f) Establish, on a proposal from the Steering Committee, the amount of the admission fee and quotas;

g) Decide on the ratification, creation and composition of Specialized Commissions;

h) Decide on the exclusion of members from the Association in the case provided for in paragraph c) of number One of Article Tenth;

i) Decide the dissolution of the Association.

Article Twenty-first

General Assembly meetings are chaired by a Bureau made up of a President and two secretaries.

Article Twenty-second

One – The General Assembly ordinarily meets, during the biennial CONTROL conference, to exercise the powers provided for in paragraph a) of Article Twenty.

Two – The General Meeting ordinarily meets, either in person or electronically until March, in order to exercise, in particular, the duties provided for in paragraph d) of Article Twenty.

Three – The General Assembly meets extraordinarily whenever the respective president calls it, either by deliberation of the Bureau itself, at the request of the National Council, the Executive Committee or the Fiscal Council or at the written request of at least 20% of the members of the Association in full enjoyment of their rights.

Article twenty-third

One – The resolutions of the General Meeting, to be recorded in the minutes, are taken by majority vote, except in cases where the General Law, the statute or the Regulations provide otherwise.

Two – Each member of the Association, whether natural or collective, has the right to one vote, with no votes by delegation.

Article Twenty-Four

One – The invitations to the General Assembly meetings will be sent in writing to all members of the Association, with a minimum of 15 days in advance for ordinary assemblies and 8 days for extraordinary assemblies.

Two – The notices will indicate the day, time and place of the meeting and the respective agenda.

Article Twenty-Fifth

One – The General Assembly will function, in the first call, with at least half of the members in full enjoyment of their rights.

Two – If this number is not present, the General Assembly will operate half an hour later, in a second call, with any number of attendees, except for the case referred to in Article Fortieth.

Three – When the General Assembly meets at the request of the members, it is only considered constituted as long as three quarters of the applicants are present.

SECTION II – NATIONAL COUNCIL

Article Twenty Six

The National Council consists of:

a) The elements that make up the Board of the General Meeting;

b) The elements that make up the Steering Committee;

c) The chairs of the existing Specialized Commissions.

Article twenty-seventh

One – The National Council has functions of a deliberative and consultative nature.

Two – The National Council is responsible for:

a) Decide on the creation and extinction of Specialized Commissions, until the decision is ratified by the General Assembly;

b) Approve or amend the internal regulations, excluding those referred to in paragraph e) of Article Twenty;

c) Resolve the omission or doubtful cases of the Statute, submitting the decisions to the ratification of the following General Meeting;

d) Decide on the provisional filling of vacancies at the Board of the General Meeting, the Management Committee and the Audit Committee;

e) Authorize the expenditure of reserve funds;

f) To give an opinion on the program of activities and the budget estimate for the following year prepared by the Steering Committee;

g) Suggest to the Steering Committee the taking of initiatives that it deems appropriate and give an opinion on all matters in relation to which the other governing bodies deem it convenient to hear it.

h) Appreciate the activity reports and accounts (with the opinion of the fiscal council).

Article twenty-eighth

The meetings of the National Council are chaired by the Chairman of the Board of the General Assembly or, if he is unable to do so, by another member of the National Council, for which he is chosen from among those present.

Article twenty-ninth

One – The National Council meets ordinarily at least once a year and, extraordinarily, whenever the respective president calls it, either on its own initiative, at the request of the Directive Committee or at the request of any

SECTION III – DIRECTIVE COMMITTEE

Article Thirtieth

The Steering Committee is made up of a president, two vice-presidents, a secretary and a treasurer.

Article Thirty-first

The Steering Committee is responsible for:

a) Represent the Association;

b) Promote the achievement of the objectives and the exercise of the duties of the Association;

c) Manage the activities of the Association, complying with and enforcing the provisions of the Statute and internal regulations and the decisions of the General Assembly and the National Council, as well as administering the assets and funds entrusted to it;

d) Elaborate or promote the elaboration or alteration of internal regulations;

e) Prepare the report and accounts for the year ended;

f) To prepare the program of activities and the budget estimate for the immediate year and execute them, after hearing the National Council on them;

g) Admit members, suspend them, unlink them and propose their exclusion;

h) Create working groups and coordinate their activities, as well as those of the Specialized Commissions.

SECTION IV – FISCAL COUNCIL

Article Thirty-second

The Fiscal Council is made up of a president, a rapporteur and a secretary.

Article Thirty-third

The Fiscal Council is responsible for:

a) Examine the economic and financial management of the Steering Committee;

b) To give an opinion on the report of accounts prepared by the Management Committee, for consideration by the General Assembly.

SECTION V – ELECTIONS

Article Thirty-fourth

One – The election of the members of the Board of the General Meeting, the Executive Committee and the Audit Committee is made by secret, direct and universal ballot, and voting by correspondence may be used.

Two – The election is made by voting on specific lists for each of the bodies, considering the candidates from the most voted lists elected.

Article Thirty-fifth

One – Whenever there is a vacancy in a position of the General Meeting Board, the Executive Committee or the Fiscal Council, by exclusion, disconnection or impediment of the elected member, it will be provisionally filled, by designation of the National Council, until ratification in the Next General Assembly.

Two – In the event that more than two fifths of the positions of the same body become vacant, new elections will be held for that body, the term of office of the members thus elected shall cease on the date foreseen for the end of the term of the outgoing members.

Chapter Fifth

FUNDS

Article Thirty-six

One – The Association will not have share capital or distribute results for the year, but may, however, constitute a reserve fund, represented by 10% of the annual balances of management accounts, intended to deal with unforeseen circumstances.

Two – The expenditure of funds from the reserve fund is subject to authorization by the National Council.

Article Thirty-seventh

The Association’s revenues include:

a) The fees and dues paid by its members;

b) Subsidies, bequests or donations attributed to it, as well as any others permitted by law;

c) The proceeds from the sale of its publications;

d) The remuneration of any other activities that fall within its objectives and attributions;

e) Income from assets, reserve funds or monies deposited.

Article Thirty-eighth

The expenses of the Association are those resulting from the exercise of its activities, in compliance with the Statutes and Internal Regulations, and those imposed by law.

Chapter Six

FINAL AND TRANSITIONAL PROVISIONS

Article Thirty-ninth

The alteration of the Association’s Statutes may only be carried out in a General Assembly expressly called for this purpose, provided that it is approved by three quarters of the members present and provided that the number of favorable votes represents at least ten percent of the number of members in good standing. their rights.

Article Fortieth

One – The dissolution of the Association can only take place in the General Assembly expressly convened for this purpose, provided that it is voted in favor by three quarters of the members.

Two – After the dissolution is decided at the General Meeting, the Association will maintain legal existence exclusively for liquidation purposes, according to what is determined at that Meeting.

Three – In case of dissolution, the assets and funds of the Association will have the destination determined by the same General Assembly, without prejudice to the legislation in force.

Article Forty-first 

The minutes of the bodies’ meetings, as well as the Activity Plans, Reports and Accounts are disclosed to the members of the association.