TECNICELPA REGULATIONS CHAPTER I - CONSTITUTION, TITLE, HEADQUARTERS, AIMS, CONTEXT Article 1 - Constitution and Title Article 2 - Headquarters Article 3 - Regional Offices Article 4 - Aims and Context Article 5 - Purpose Article 6 - Autonomy CHAPTER II - MEMBERS Article7 - Acquisition of Member Quality Article 8 - Member Categories Article 9 - Admission of Effective members, Adherents, Students or Correspondents Article 10 - Member Duties Article 11 - Effective Member Duties Article 12 - Rights of all Members Article 13 - Rights of Effective Members Article14 - Loss of Member Quality CHAPTER III - THE TECNICELPA BODY Article 15 - Designation of the TECNICELPA Body CHAPTER IV - THE GENERAL ASSEMBLY Article 16 - Constitution Article 17 - Meetings Article18 - Convocation Article 19 - Actions Article 20 - Competences CHAPTER V - THE DIRECTIVE COUNCIL Article 21 - Structure Article 22 - Competences Article 23 - Representation of the Association CHAPTER VI - THE COUNCIL OF AUDITORS Article 24 - Structure Article 25 - Competences CHAPER VII - THE CONSULTATIVE COUNCIL Article 26 - Structure Article 27 - Competences CHAPTER VIII - THE GENERAL-SECRETARY Article 28 - The Presence of the General-Secretary Article 29 - Competences CHAPTER IX - TECNICELPA PATRIMONY Article 30 - Revenue CHAPTER X - GENERAL AND TRANSITORY CONDITIONS Article 31 - Courts of Justice Article 32 - Revision of Regulations Article 33 - Dissolution Article 34 - Liquidation of Patrimony in the case of Dissolution   CHAPTER I CONSTITUTION, TITLE, HEADQUARTERS, AIMS, CONTEXT ARTICLE 1 Constitution and Title Under lawful terms, of the Law and the regulations present, an association named as The Portuguese Association for Technicians of the Pulp and Paper Industry, abbreviated as TECNICELPA, of private rights with non-profit means is established for an indefinite period.   ARTICLE 2 Headquarters 1. The TECNICELPA Headquarters is located at Rua Amorim Rosa, n. º 38, 1. º Dt.º, Santa Maria do Olival, town and council of Tomar, and authorised to open regional offices in other locations of the country. 2. Upon decision of the General Assembly, on request from the Directive Council, after an obligatory hearing from the Consultative Council, the Headquarters may be transferred to another location. Members should be notified of these changes within fifteen days.   ARTICLE 3 Regional Offices Upon decision of the Directive Council, TECNICELPA can create regional offices when necessary, for the continuation of its purpose.   ARTICLE 4 Aims and Context TECNICELPA was set up with the aim to develop and promote the technical-professional and scientific knowledge of its members within the context of the pulp and paper industry, as well as in other related sectors.   ARTICLE 5 Purpose For this, the following is to be accomplished: a) Establish and encourage contacts and the exchange of knowledge between members. b) Promote visits, meetings, conferences, courses, seminars, and other similar activities. c) Disclose technical information. d) Arrange contacts with other similar national and international organisations. e) Provide technical-professional support to those members who commence their activities within the context of the Association. f) Participate in international demonstrations that hold an interest for the sectors represented within the Association. g) Participate in Associations, commissions or events, with technical schools and/or institutions of higher education, with the aim of providing members with updated technical-professional and scientific knowledge and know-how.   ARTICLE 6 Autonomy Under its direction TECNICELPA maintains complete autonomy in relation to the companies that their individual members belong to.   CHAPTER II MEMBERS ARTICLE 7 Acquisition of Member Quality Individuals or groups who practice their profession within the pulp and paper industry, in related or complementary activities or others that provide their services to these sectors, can become members of TECNICELPA.   ARTICLE 8 Member Categories 1. The number of members, within the following categories, is unlimited: a) Honorary members; b) Effective members; c) Adherents; d) Students; e) Correspondents. 2. Honorary members are those individuals or group members that the General Assembly, on request of the Directive Council, has recognised for their contribution of relevant and useful services, either to the pulp and paper industry or to TECNICELPA. 3. Effective members are all those individuals or group members that practice their profession within the pulp and paper industry, or other related activities, and that through such have been admitted. The individual effective members are those members that carry out a profession equivalent to management level, such as shift manager, or any other similar technical role, in any operational area of their work. 4. Adherent members are all those members that, despite not belonging to the sectors of activity incorporated within the context of TECNICELPA, have an interest in these, either due to their technical or curricular preparation, or to the practice of their profession in the industry, commerce or services they provide. 5. Student members are those members attending a higher education or pos-graduation course, excluding a doctorate, directly related to the pulp and paper industry, with the ability to annually obtain confirmation of attendance. 6. Correspondent members are those individual or group members that outside the national territory carry out their professions as related to the 3rd paragraph under this article, and that have been admitted under the terms of the following articles.   ARTICLE 9 Admission of Effective Members, Adherents, Students or Correspondents The admission of effective members, adherents, students or correspondents is under the competence of the Directive Council, following a request from an honorary or effective member.   ARTICLE 10 Member Duties All members have the duty to: a) Recognise and fulfil the regulations. b) Contribute to maintain and develop the assembly spirit of all the TECNICELPA members. c) Pay the admission fee and annual standard or exceptional fees established by the General Assembly, up until the first trimester of every respective year.   ARTICLE 11 Effective Member Duties Effective members, apart from having the duty to carry out that which is established under article 10, also have the duty to carry out the social roles to which they have been elected under the terms of this regulation.   ARTICLE 12 Rights of All Members All members have the right to: a) Participate in all the activities initiated by TECNICELPA, under terms to be regulated by the Directive Council. b) Receive TECNICELPA publications, under terms to be regulated by the Directive Council. c) Consult and use research, documents and publications that are a part of the TECNICELPA archives, under terms to be regulated by the Directive Council. d) Bring forward ideas to promote TECNICELPA.   ARTICLE 13 Rights of Effective Members 1. Apart from the rights described in article 12, the effective members also have the following rights: a) To elect and be elected for a social post. b) Participate in the activities and conferences of the General Assembly. 2. As a result of that which is under article 6 of these regulations, the effective members that belong to groups cannot be elected for a social post.   ARTICLE 14 Lose of Member Quality 1. The quality of a member is lost under the decision of the Directive Council when: a) Members request such in written. b) Members stop paying their fees and do not pay them off within the term agreed and passed on in writing by the Directive Council. c) Members stop carrying out their duties stated within the regulations, or harm in any other way the interests of TECNICELPA. 2. The members that are engaged in any of the faults foreseen in paragraph c) of the previous number will be subjected to a disciplinary process especially organised for these situations, with the right to decide to either be temporarily suspended or lose their member quality, should a guilty offence be verified. 3. In the presence of an unfavourable decision before the member, the member has a duty to appeal to the General Assembly of which the effect will be devolution.   CHAPTER III THE TECNICELPA BODY ARTICLE 15 Designation of the TECNICELPA Body The General Assembly, Directive Council, Council of Auditors and Consultative Council are obligatory components of TECNICELPA.   CHAPTER IV THE GENERAL ASSEMBLY ARTICLE 16 Constitution 1. The General Assembly is made up of all the effective members, within their full rights. 2. The board is formed by a President, a Vice-President and two Secretaries, elected for a two-year period.   ARTICLE 17 Meetings 1. The General Assembly gathers for an annual session up until the last working day of the month of March, to estimate and vote the Plan of Activities and Budget for the following year, the Report and Accounts of the last year's business practise, as well as to also hear the opinion of the Council of Auditors. 2. The General Assembly gathers whenever the Directive Council, the Council of Auditors, or 10% of the effective members, with reason based on the working agenda, request a meeting in writing to the Board President. In the case of members calling for a General Meeting, this may only be formed if a majority of the applicants are present.   ARTICLE 18 Convocation 1. A General Meeting is called for by the Board President, or in the case of absence, by a substitute. 2. A formal announcement to each of the effective members will be made via a postal notification, within a minimum of fifteen consecutive days counting from the third working day following the postal warning; the warning will include the day, hour and place of the meeting and details of the relevant agenda.   ARTICLE 19 Actions 1. During the first reunion the Assembly cannot make decisions unless at least half of the effective members are present; during the second reunion, the Assembly that takes place one hour after the first can make decisions regardless of the number of people present. 2. To vote by proxy is authorised, so long as the signature is confirmed by the Assembly Board as similar to that which is on the member's application form.   ARTICLE 20 Competences It is the duty of the General Assembly to: a) Elect and dismiss the Board, the Directive Council and the Council of Auditors. b) Establish and change, under the request of the Directive Council, the sum of both the admission and annual fees. c) To approve lines of action and the annual programme of the Directive Council. d) To annually approve the report and accounts of the Directive Council and the judgments made by the Council of Auditors regarding the previous year and the budget for the following year. e) Come to a decision over any changes made to the regulations. f) Estimate and reach an agreement about the resources presented in the decisions of the Directive Council.   CHAPTER V THE DIRECTIVE COUNCIL ARTICLE 21 Structure 1. The Directive Council is arranged by an uneven number of members, the minimum being five. The first of the winning list is elected as president. 2. The members of the Directive Council are elected for a period of two years and will distribute amongst themselves the roles of Vice-President and Treasurer, the Vice-President's may be under a single or plural administration.   ARTICLE 22 Competences It is the duty of the Directive Council to: a) Manage the Association in accordance with the regulations and carry out the decisions of the General Assembly. b) Organise and supervise the services of TECNICELPA. c) Propose to the General Assembly the sum of both the admission and annual fees to be paid by the members. d) Create the regional offices foreseen in article 3. e) Promote and elaborate the internal regulations of TECNICELPA. f) Admit effective members, adherents, students and correspondents. g) Propose the admission of honorary members. h) Propose the admission or exclusion of members, following a decision reached in the disciplinary process established for this purpose. i) Annually elaborate and present the report and management accounts to the General Assembly, as well as the general plan of activities for the following year. j) Manage the interests and funds of TECNICELPA. k) Call upon the President of the General Assembly to formally hold exceptional meetings whenever these are considered to be convenient. l) Practise disciplinary rules. m) Create and abolish the post of the Secretary-General, and also appoint and remove the holder of this office from their post.   ARTICLE 23 Representation of the Association 1. TECNICELPA is represented through judgement and when this is not the case by the President of the Directive Council. In the absence of the President, the Directive Council will appoint a substitute from within its members. 2. TECNICELPA compels itself to the signature of at least two members of the Directive Council, one being the President's, or a substitute's in the case of the President's absence. 3. For the request of a mandate or the assignment of administrative authority, the President of the Directive Council, whether effective or in practice, can appoint a representative with relevant influence.   CHAPTER VI THE COUNCIL OF AUDITORS ARTICLE 24 Structure The Council of Auditors consists of three members; the President, Secretary and Reporter, elected for a period of two years.   ARTICLE 25 Competences It is the duty of the Council of Auditors to: a) Examine the TECNICELPA books. b) Elaborate judgement upon the reports and accounts of the Directive Council. c) Control the legitimacy of TECNICELPA´s financial operations. d) Participate in the meetings of the Directive Council whenever convenient and give an opinion on any subject this Body may present them with.   CHAPTER VII THE CONSULTATIVE COUNCIL ARTICLE 26 Structure 1. The Consultative Council consists of: a) Members chosen by the Directive Council, recognised for their experience or performance of high merit in aspects related to the interests of the Association. b) The first four founder members, subscribers of the TECNICELPA Constituent Assembly, and the ex-Presidents of the Directive Council. 2. From within its members, the Consultative Council will appoint a President, a Vice-President and a Secretary. 3. Those members appointed by the Consultative Council, in accordance with paragraph 1.a) cease their duties within the mandate terms appointed by the Directive Council.   ARTICLE 27 Competences It is the duty of the Consultative Council to make judgements upon programmes presented to them by the Directive Council.   CHAPTER VIII THE GENERAL-SECRETARY ARTICLE 28 The Presence of the General-Secretary 1. The role of the General-Secretary is a non-compulsory presence, whose structure depends upon the deliberation of the Directive Council. 2. The record of proceedings of the Directive Council meeting, which creates or abolishes the role of the General-Secretary or which nominates or removes the holder of this office from their post, will mention the reason for such a decision. 3. The General-Secretary may be paid for his/her services in regime of the services provided, through a sum proposed by the Directive Council, yet never acquiring the statute of Association worker. 4. The mandate of the General-Secretary terminates at the same time as that of the Directive Council, or at any other moment upon decision of this Council.   ARTICLE 29 Competences The following are competences of the General-Secretary: a) Represent the Directive Council whenever requested. b) Prepare documents and suggestions for the Directive Council to discuss. c) To be acquainted with members, participants, official entities, institutions and partner associations and all other people and entities, in the context of its specific competences or those appointed by the Directive Council. d) To officially communicate and decide upon general business matters, immediately communicating these to the Directive Council in the next meeting. e) Any other competences of interest to the Directive Council, which they intend to hand over for reasons of service efficiency.   CHAPTER IX TECNICELPA PATRIMONY ARTICLE 30 Revenue The following constitute the TECNICELPA revenue: a) Fees paid by members. b) Grants, inheritances, legacies, or donations that are given. c) Income from the sales of publications issued or distributed by the Association. d) The payment of any services provided by the Association. e) Income resulting from the organisation of Congresses, Technical Seminars or any other events that the Directive Council intends to carry out.   CHAPTER X GENERAL AND TRANSITORY CONDITIONS ARTICLE 31 Courts of Justice TECNICELPA is subjected to the Portuguese law and courts. The court of justice in the district of Tomar being the only one capable of making decisions based upon any questions that may arise concerning the social acts of the Association.   ARTICLE 32 Revision of Regulations The revision of the Regulations is of exclusive competence to the General Assembly, requiring a favourable vote from at least three quarters of the effective members present at the General Meeting.   ARTICLE 33 Dissolution 1. It is of exclusive competence to the General Assembly, during an exceptional session to which they have been formally called upon for the discussion of the liquidation and dissolution of TECNICELPA, to nominate liquidators and establish the procedure to be taken under the regulations established. 2. In order to accomplish the previous number, the General Assembly may only reach a decision with a favourable vote from at least three quarters of all the effective members.   ARTICLE 34 Liquidation of Patrimony in case of Dissolution In the case of the dissolution and liquidation of TECNICELPA, with the existence of patrimony to be liquidated, this will fall back in favour of the effective members, in proportion to the fees paid.