ABTO – Brazilian.
Association of Organ Transplantation
TITLE I – THE ASSOCIATION, DENOMINATION, HEADQUARTERS, AND PURPOSES
ABTO – Brazilian Association of Organ Transplantation, from now on called “ABTO”, was constituted on April 14th, 1987 according to documentation duly registered under no. 142539 in the Book A of the Civil Registration of Legal Entities at the 4th Registration Agency for Securities and Documents in the city of Sao Paulo, constituted as a non profit association, and will have its functioning regulated by the herein stated articles of association, and by the related legal dispositions.
ABTO is headquartered and has court in the city of Sao Paulo, Sao Paulo State, at Avenida Paulista, no. 2001, flats 1704 to 1707 – Cerqueira Cesar District – ZIP CODE 01311-300.
ABTO’s term of duration is undetermined.
ABTO has the aim to:
I) Promote and stimulate the development of every activity related to the organ and tissue transplantation;
II) Congregate professionals and entities involved or interested in organ and tissue transplantations;
III) Contribute to establish the rules and create and improve the due legislation for organ and tissue transplantation;
IV) Stimulate organ and tissue donation, offer technical and logistic support for the organization and functioning of centers where notification, harvesting and distribution of organs and tissues are performed;
V) Stimulate the research and collaborate to spread knowledge on organ and tissue transplantation;
VI) Promote the accomplishment of congresses, symposiums, lectures and other activities related to organ and tissue transplantation;
VII) Spread to the general public the available knowledge resources, always respecting the professional ethics and the humanitarian, scientific, and moral meaning of the organ and tissue donation for transplantation;
VIII) Stimulate the exchange between similar entities.
IX) Promote the accomplishment of educational, sportive and cultural events related to transplanted patients, donors and their relatives.
The distribution of profits or fees to ABTO’s associates or directors is not allowed.
TITLE II – THE ASSOCIATE INDIVIDUALS
The board of associate individuals will be constituted by:
I) Founder associates – Every individual who has effectively participated in organ transplantation activities up to the moment of the constitution of the Association, and who signed its acts of constitution.
II) Nominal medical associates – Every doctor dedicated to activities related to the organ and tissue transplantation may be admitted upon the approval of the Board of Directors.
III) Non-medical associates – The remaining professionals with non-medical academic degree but dedicated to any activity related to the organ and tissue transplantation can be admitted upon the approval of the Board of Directors.
IV) Fees incurred to the associates – Every individual who have performed relevant contribution to the organ and tissue transplantation must be admitted by submitting a proposal following the item VI of Article 20, and item VII of Article 26.
V) Meritorious associates – Every individual or legal entity which has been performed expressive cash or other contributions to the development of transplantation activities must be admitted upon submission of the proposal mentioned in item VI of Article 20, and item VII of Article 26.
VI) Correspondent associates – Every local or foreign individual or legal entity interested in programs developed by ABTO, and who manifests the wish to exchange information with it upon the approval of the Board of Directors.
VII) Academic associates – Every individual who, prove his (her) subscription in a graduation course in the medical, biomedical, or nursing areas and interested in programs developed by ABTO, who manifest the wish to be associated with it, upon the approval of the Board of Directors.
First § – The participation of legal entities in every department of the Association is not allowed.
Second § – The Board of Directors and the Advisory Board are elected by the votes of founder associates and nominal medicals.
Third §– The Sectorial Departments are elected by the votes of founder associates and medical and non-medical nominal members.
Fourth § – The academic associates will pay lower than the remaining categories of associate members annual fees, and they will be deprived from such class of association as they finishing their graduation course, which will not be automatically changed to nominal associate, for this will only occur after submitting a new approval, according to what is set in this statement.
Every associate is entitled to the below stated rights, providing they are update with their contributions to the entity, unless otherwise stated in this document:
I) To participate in Associates’ Assembly of the association, to set propositions, and to discuss any issue submitted to it;
II) To represent ABTO in Brazil and abroad upon an official credential issued by the Board of Directors;
III) To participate in every scientific activity developed by ABTO;
IV) To propose the admission of new associates;
V) To present appeal to the Advisory Board against acts of the Board of Directors that he (she) considers prejudicial to the rights stated in this Statement.
It is duties of the ABTO’s associates:
I) To comply with the ABTO’s notice of meetings;
II) To regularly pay the annual fee and other contributions settled by the pertinent departments;
III) To collaborate for the ABTO’s purposes.
It will be excluded from the ABTO’s membership board:
I) The associate from any category who failure in paying the contributions foreseen in this Statement for three years;
II) The associate from any category who:
a) has been declared guilty for any disgraceful crime;
b) attempted against the ABTO’s reputation or assets.
III) The associate who has committed any severe infraction to any of the Medical Deontological principle or to the professional or academic activity he (she) exerts, upon consideration stated by the Regional or Federal professional or academic Committee to which he (she) belongs.
First § – The exclusion mentioned in item I above will be automatic after verification performed by the Treasury Dept. and the due communication to the Board of Directors. After that, the associate will be impeded to vote and be voted, as well as to enjoy the benefits granted by ABTO.
Second § – The re-admission of the associate excluded under item I above will depend on the payment of the due restated value added to a 10% fine and other related taxes.
Third § – The infractions mentioned in sub-items “a” and “b” of items II and III of this article may be denounced in written to the Board of Directors by any associate who is in full enjoyment of his (her) rights, assuring to the denunciated the full exercise of the defense right.
Fourth § – The exclusion having as base any of the hypothesis set in items II and III of this article will be decided in first instance by the Board of Directors, but it will be still entitled to appeal with suspending effect, within the thirty days term submitted to the Advisory Board, who will make the final decision in final instance.
Fifth § – The exclusion decided in the way set in the fourth paragraph above will be subject to the Associates’ Assembly homologation, but from the date of the Advisory Board’s decision or after 30 (thirty) days whenever there is no appeal to the Board of Directors’ decision, the excluded associate will be suspended from his (her) duties and rights granted by this statement.
TITLE III – ABTO’S DEPARTMENTS
The ABTO will be constituted by the following:
I) Associates Assembly;
II) Advisory Board;
III) Board of Directors;
IV) Sectorial Departments.
SECTION I – THE ASSOCIATES’ ASSEMBLY
The Associates’ Assembly is constituted by every associate in the full enjoyment of his (her) associate’s rights, and it is the highest department of the Association.
Duties of the Associates’ Assembly:
I) to interpret this Statement as well as any rules or Internal Regulations, and to solve neglected cases;
II) to approve the annual statement of account and other payments to the Board of Directors;
III) to elect the Electoral Committee that will conduct the elections for the Board of Directors, the Advisory Board and for the members of the Sectorial Departments;
IV) to approve the creation of Sectorial Departments;
V) to decide on the dissolution of the Association and the destination of its assets;
VI) to approve the admission of meritorious associates as well as the fees recommended by the Board of Directors or the Advisory Board;
VII) to approve ABTO’s integration in Associations or national or foreign Federations upon recommendation from the Board of Directors or the Advisory Board;
VIII) to deliberate on the partial or total reform of the Statements upon the Board of Directors or the Advisory Board’s recommendation;
The Associates’ Assembly will have ordinary meetings every two years by notice of meeting from the Association’s PRESIDENT.
The Associates’ Assembly will have extraordinary meetings whenever convened by: I) the Advisory Board; II) the Board of Directors; III) 10% of its members in full enjoyment of their associate’s rights.
The extraordinary Associates’ Assembly will be convened with a 30 (thirty) days advance by any communication means such as the ABTO News or any other ABTO’s official communication mean, as to assure the acknowledgement of its associate members.
The Associates’ Assembly will be installed in first notice with 50% (fifty percent) minimum quorum of founder associates and medical nominal updated with their statutory liabilities. In the event such quorum is not attained, there will be a second notice of meeting with any number of associate, half an hour after the first notice of meeting, and all of its deliberations will be valid and legitimate.
First § – All deliberations of the Associates’ Assembly will be approved by the plurality of the associates present at the meeting, except in the event of reform of its statements, when there must be a special notice of meeting for that purpose, and to which it will be demanded 2/3 (two-third) of the present votes, and to its dissolution, to which will be demanded 2/3 (two-third) of the associates updated with their fees and in full enjoyment of the associate’s rights.
Second § – In order to authenticate the deliberation of the proposal to change the statements, it must make available to all associates at least 30 (thirty) days before the accomplishment of the General Meeting, and this can be made through the same media set in Article 15.
Third § – The General Meeting is not allowed to deliberate any alteration in the statements without the due previous divulgation, according to the previous paragraph.
Fourth § – The General Meeting is not allowed to deliberate on the alteration of the statements in first notice of meeting without the majority or at least 1/3 (one-third) of associates in the next notice of meeting.
SECTION II – THE ADVISORY BOARD
The Advisory Board is constituted by the 3 (three) last ABTO’s Presidents and 3 (three) members elected among the founder associates and nominal medicals in the full enjoyment of their associate’s rights according to what is set in this statement, two years mandate, and re-election allowed.
First § – It can be candidate for the Advisory Board the associates update with their liabilities and who are associated to ABTO for more than five years, or at least two years participating in its Board of Directors.
Second § – The members of the Advisory Board will elect a Chief Executive Officer and a Secretary among them.
The Advisory Board will have an ordinary meeting every 6 (six) months through notice of meeting communicated by its Chief Executive Officer.
The Advisory Board will have extraordinary meeting whenever noticed by its Chief Executive Officer, by at least 3 (three) of its members or by the Board of Directors.
Below, the duties of the Advisory Board:
I) to approve de ABTO’s executive plan proposed by the Board of Directors, and to watch over for its execution;
II) to approve the Board of Directors’ annual budget;
III) to approve the activity report made by the Board of Directors;
IV) to judge appeals which will be delivered by the associates or associate entities;
V) to approve by proposal from the Board of Directors the disposal of the Association’s assets;
VI) to recommend to the Chief Executive Officer the admission of meritorious and honorary associates;
VII) to deliberate the convenience of integrating ABTO to national or foreign associations or federations, as long as such act does not demand in the breakage of the Association’s autonomy, and such final decision must be attested by the Chief Executive Officers;
VIII) to approve the Association’s regulations and internal rules;
IX) to approve the internal regulations of the Sectorial Departments;
X) to indicate a new vice-President, 2nd secretary or 2nd treasurer when he (she) or the holder of the function by any reason is no longer exerting the function.
SECTION III – THE BOARD OF DIRECTORS
ABTO’s Board of Directors is composed by the elected members among its founder associates and medical nominal members in full enjoyment of their associate rights, with 2 (two) years mandate, and the re-election for that same function will be forbidden. Sole § – The accumulation of the Director function and member of the Advisory Board member and of the Departments is forbidden.
The Board of Directors is constituted by:
I) a President;
II) a Vice President;
III) a 1st Secretary;
IV) a 2nd Secretary;
V) a 1st Treasurer;
VI) a 2nd Treasurer;
Sole §: At least two members of the Board of Directors must live in ABTO’s headquarter city.
It is duty of the ABTO’s President to represent it active and passively, in court or outside it.
ABTO will only have liabilities before the conjunct signature of its President and one of its Directors.
The plurality of the Board of Directors will solve any issues, and its way of functioning as well as the duties of its members will be defined through the internal regulation elaborated by the own Board of Directors.
It is duties of the Board of Directors:
I) to propose goal plans for its management;
II) to present the budget and the action plans to each member of the Advisory Board up to three months before the due date of each fiscal year for the next fiscal year;
III) to create consulting groups;
IV) to present to the Advisory Board up to three months after the beginning of each fiscal year the statement of account, the report of activities and the payments related to the previous fiscal year;
V) to impose penalties to the associates, assuring to the interested parts a wide defense right;
VI) to assign temporary committees to develop specific tasks;
VII) to recommend to the Associates’ Assembly the admission of meritorious and honorary associates;
VIII) to deliberate the convenience in integrating ABTO in national or foreign associations or federations, as long as this does not demand in a brake in the Association’s autonomy, and the final decision must be attested by the Associates’ Assembly;
IX) to nominate regional representatives;
X) along with the Sectorial Departments to elaborate proposals for the internal regulations, delivering them to the approval from the Advisory Board;
XI) to analyze the actions proposed and their implementation by the Sectorial Departments;
XII) to request whenever demanded, juridical advice or report as auxiliary to make decisions.B
I – President:
a) To represent ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION in court or outside it;
b) To make notice of ordinary or extraordinary meeting to the Board of Directors, presiding the works;
c) To make extraordinary notice of Associates’ Assembly;
d) To direct and supervise the activities ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION;
e) To exercise every acts demanded to manage ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION, including the hiring or resignation of employees;
f) To open and operate baking accounts, always together with one of the members from the Board of Directors;
g) To present to the Associates’ Assembly eventual proposal of modifications in the work plan and in the budget along the corresponding fiscal year;
h) To present to the Associates’ Assembly the payments performed, the ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION’s balance sheet and the annual activity report;
i) To deliver to the relevant authorities the demanded by law documentation after approved by the Associates’ Assembly, whenever applicable;
j) To indicate his (her) substitute during his (her) absences or impediments;
k) Together with another Director, to nominate attorney(s) for specific purposes;
l) To distribute to the other Directors the pertinent management tasks and ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION’s interests , and
m) Other functions which may be attributed by the Associates’ Assembly
II – Vice President:
a) To operate banking accounts, to issue checks and payment orders on behalf of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION together with the Chief Executive Officer;
b) To keep updated bookkeeping of the economical-financial movement made by ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION;
c) To control the ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION’s associates payment of fees, and
d) To substitute the Chief Executive Officer whenever he (she) is unable, absent, by assignment of competence, helping him (her) in his (her) works.
III – 1st Secretary:
a) To write the Minutes of Associates’ Assembly, of the executive committee meetings, and controlling the due recording; b) To operate banking accounts, to issue checks and payment orders on behalf of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION together with the Chief Executive Officer;
c) To collaborate with the President in the elaboration of work plans, the monthly agenda and the reports, and
d) To deliver within thirty days term after the entrance of a new Secretary every books and documentation under his (her) responsibility.
IV – 2nd Secretary:
a) To operate banking accounts, to issue checks and payment orders on behalf of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION together with the President, and
b) To substitute the 1st Secretary whenever he (she) is unable, absent, by assignment of competence, helping him (her) in his (her) works.
V – 1st Treasurer:
a) To operate banking accounts, to issue checks and payment orders on behalf of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION together with the President;
b) To keep an updated record of every assets pertaining to ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION;
c) To keep updated recording of the economical-financial movement of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION, and
d) To control the annual associated fees of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION.
VI – 2nd Treasurer:
a) To operate banking accounts, to issue checks and payment orders on behalf of ABTO – BRAZILIAN ASSOCIATION OF ORGANS TRANSPLANTATION together with the President;
b) To substitute the 1st Treasurer whenever he (she) is unable, absent, by assignment of competence, helping him (her) in his (her) works.
SECTION IV – THE SECTORIAL DEPARTMENTS
The Sectorial Departments will exert specific functions related to special or sub-special areas related to the organ and tissue transplantation, aiming to attend the demands and the development of each specialized área of the transplants.
Sole § – the constitution of any Sectorial Department will only be performed after being approved by the Ordinary Associates’ Assembly .
Functions of each Department:
I) to elaborate the Internal Regulations for each Department together with the board of Directors and following the standard set by these regulations after hearing its members and submitting it to the Advisory Board’s approval;
II) to make its best efforts to spread and promote knowledge in each area;
III) to search for goals and plans to be achieved with national or regional range, discussing with the related authorities and valorizing their point of view on the clinical, political and scientific aspects, with previous approval from the Board of Directors;
IV) to guide ABTO’s policy as to the related area, always keeping the Associates’ Assembly sovereignty and the Board of Directors’ functions;
V) to get in touch with similar entities of that specific area at regional, national and international level, aiming to recycle knowledge, as well as to take advantages of successful experiences from other sites, together with the Board of Directors’ approval;
VI) to promote under the shield of the Board of Directors, campaigns seeking to clarify the general public on pertinent matters related to specific areas;
VII) to be surrounded by external or internal ABTO’s counselors for the good performance of its tasks;
VIII) to be engaged with the cohesion of principles pertaining to the several ABTO’s sectors around its entities;
IX) to exert a participating function in the ABTO’s activities, elaboration of the JBT, RBT, ABTO NEWS, the Home-page, as well as the campaigns.
The Sectorial Departments will be constituted by five members elected through direct and secret votes from the associates, simultaneously with the Board of Directors with no links with the candidates’ groups, and the registry must be performed during the ABTO congresses.
First § – The members’ term of Officer will be of two years, being admitted the re-election.
Second § – To constitute a Sectorial Department, it is mandatory the approval from the Associates’ Assembly through a formal petition sent by the Board of Directors or signed by at least 10% (ten percent) of the nominal medical associates and delivered to the ABTO’s President with minimum 90 (ninety) days advance from the Ordinary Associates’ Assembly accomplishment.
The coordinators of the Sectorial Departments will belong to the founder or nominal associate category and they will be in charge to deliver any matters related to each specific Department.
Sole § – Among the members elected to each Department, ABTO’s President will choose the Coordinator and the substitute, whose mandate will follow the same period foreseen in Article 29.
The Sectorial Departments will have at least one ordinary meeting every six months, and extraordinary meeting at any moment, and each meeting must have its due minute of meeting, which must be immediately delivered to the Board of Directors.
First § – The notice of meeting of the Departments must be made with at least 5 (five) days advance.
Second § – The Departments meeting can be convened by the ABTO’s President, by its Coordinator or by the majority of its members, or by the Advisory Board.
Third § – The Departments meetings will be accomplished with the physical presence of at least two of its members, being allowed the participation of the remaining by any other communication means.
TITLE IV – GENERAL DISPOSITIONS
The business year will coincide with the civil year.
ABTO’s revenue will be constituted by:
I) admission quota from its associates and associated entities;
II) social and associate contributions;
III) revenues from courses, symposiums, congresses and similar;
IV) Sales of publications, instructive material and continuing education, from divulgation articles and knowledge of its activity;
V) donations and legacies;
VI) Subventions from the Government;
VII) Sales of assets produced and services rendered;
VIII) any other compatible form to the social purposes of the entity.
The practice of functions in the ABTO’s departments related to Title III of this Statements will not be remunerated under no allegation.
The associates do not have sole nor subsidiary liability by the commitments assumed by the Board of Directors on behalf of ABTO.
TITLE V – THE ELECTIONS
The Board of Directors, Advisory Board and members of the Departments’ elections will be performed every two years conducted by the Electoral Board nominated by the Associates’ Assembly, assuring the election supervision by a fiscal indicated by each of each enrolled group.
Sole § – The Associates’ Assembly will nominate a President and a Electoral Secretary, who will promote elections in a maximum term of three months, at the end of which the result will be announced, and the due certification must be accomplished in the first December quarter, and the entrance will be accomplished in the first business day of the next year to the elections.
The elections will be secret and direct, and the votes will be sent through ordinary mail, and the committee must conduct the process as to assure the secret of the suffrage.
The candidates to the Board of Directors who constitute a group and other candidates to elective functions will register their candidacy in the Electoral Committee up to the end of the ABTO Congress.
Sole § – Each associated due with his (her) financial liabilities can be candidate for only one elective function each time, whether to the Board of Directors, the Advisory Board, or any Sectorial Department.
The President and the Secretary of the Electoral Committee will register in the official ABTO’s book, the electoral result. The President of the Advisory Board will communicate to all candidates and to the remaining associates his (her) election and the names of any other elected member.
TITLE VI – THE ABTO CONGRESS
The city which will host the National ABTO Congress will be defined with 4 (four) years advance during a Associates’ Assembly.
The indication of the name of the President of the Organizer Committee, who must be in full enjoyment of his (her) associate right must be approved by the Board of Directors and by the ABTO’s Advisory Board.
The President of the Organizer Committee will nominate the remaining components, who must also be approved by the Organizer Committee, and at least one of its members must be member of the ABTO’s board of Directors, and all of them must be in the full enjoyment of their associate rights.
The Organizer Committee, composed by the ABTO’s associates will present the budget for the Congress, which must be approved by the Board of Directors. Its execution must be object of trimestrial follow-up performed by the Board of Directors and the Advisory Board.
The Board of Directors can, by majority, at any time, to promote alterations in the composition of the Organizer Committee.
TITLE VII – FINAL AND TEMPORARY DISPOSITIONS
ABTO may have regional Officers in the States and Regions that has its existence justified, upon the Board of Directors’ discretion.
The members of the Board of Directors and the Advisory Board individually assume responsibility by the damages caused to ABTO or third parties, except those resulting from regular management occurrences.
ABTO will keep under the watchfulness of the 1st secretary special books to Record the minutes of Associates’ Assembly, as well as the Board of Directors and Advisory Board’s meetings.
Upon the deliberation of the ABTO’s dissolution in the form foreseen in Article 16, the remaining assets will be destined to a non-profit entity with identical or similar purposes chosen by the Associates’ Assembly.
This Statement voids any previous ones, and it will be in force immediately after its approval, and the ABTO’s Board of Directors will be responsible by its registration before the relevant entities.
The omitted cases in this Statement will be solved by the application of the legislation in force and the general juridical principles.