Chapter I
Nature, Registered Office and Purpose
ARTICLE 1
The Portuguese Society for Stem Cells and Cell Therapy, hereinafter referred to as SPCE-TC, is a non-profit scientific association.
SPCE-TC has its registered office at the institutional address of the President in office.
SPCE-TC is governed by these Statutes, by the applicable provisions of the Civil Code and by other legislation in force directly applicable to non-profit associations.
ARTICLE 2
The purpose of SPCE-TC is the development, advancement and dissemination of knowledge and research in stem cells and cell therapy.
This purpose shall be pursued namely through the organisation of scientific meetings, the encouragement and training of new scientists, the promotion of interaction with the media — including public outreach actions — the exchange with related scientific societies and affiliation to related international associations.
SPCE-TC comprises the following sections:
a) Stem Cell Science and Technology,
b) Cellular Therapies and Tissue Engineering, and
c) Ethical, Legal and Social Aspects, each dedicated to the specific development of these areas.
These sections are governed by their own regulations drawn up by the Board of Directors.
Chapter II
Members
ARTICLE 3
SPCE-TC is composed of founding, full, student, associate and honorary members.
Founding members are those who took an active part in establishing SPCE-TC and are, by definition, full members.
Full members are all individuals who, in Portugal or abroad, carry out scientific or technical activities related to research in stem cells and cell therapy, who apply to the Board of Directors and are approved as such by the General Assembly.
Student members are undergraduate, Master’s or PhD students who, showing interest in or carrying out research activities in stem cells and cell therapy, apply to the Board of Directors — providing documentary proof of student status — and are approved as such by the General Assembly.
Associate members are natural or legal persons that research and develop, produce, import, market or export products or services related to stem cells and cell therapy and who, applying to the Board of Directors, are approved as such by the General Assembly.
Honorary members are natural or legal persons who have contributed to or rendered relevant services to SPCE-TC and who are approved as such by the General Assembly.
ARTICLE 4
Admission of members requires submission to the SPCE-TC Board of Directors of an application on the appropriate form, endorsed by a full member.
The Board shall verify compliance of applications with the Statutes and submit them to the General Assembly for approval.
ARTICLE 5
All members have the right to:
a) Receive information from SPCE-TC;
b) Attend and submit communications at SPCE-TC scientific meetings;
c) Present suggestions they deem appropriate for achieving the statutory purposes.
All members have the duty to:
a) Pay membership fees set by the General Assembly on time; honorary members are exempt from fees;
b) Observe the provisions of the Statutes, comply with the decisions of the governing bodies and with SPCE-TC’s internal regulations;
c) Provide effective cooperation in all initiatives for which they are requested by the governing bodies.
ARTICLE 6
Full members have the right to:
a) Take part in General Assemblies;
b) Elect and be elected to association offices;
c) Request that a General Assembly be convened, under the terms of these Statutes.
Full members have the duty to:
a) Perform the association offices to which they are elected or appointed;
b) Attend General Assemblies and meetings for which they are convened.
ARTICLE 7
Membership shall cease for:
a) Members who resign;
b) Members who, despite written notice from the Treasurer, fail to pay fees for two consecutive years.
It is the responsibility of the Board of Directors to exclude members for the reason set out in subparagraph b) of the preceding number; such a decision shall, however, always be preceded by a hearing of the members concerned. The SPCE-TC Board shall inform the General Assembly.
Members who resign or who have been expelled may be readmitted if they so request from the Board of Directors, subject to case-by-case assessment.
Chapter III
Organisation and Operation
ARTICLE 8
SPCE-TC’s governing bodies are the General Assembly, the Board of Directors and the Audit Committee.
The members of the General Assembly Board, the Board of Directors and the Audit Committee are elected for two-year terms and may not hold the same office for more than two consecutive terms.
Elections shall be held by secret ballot and on separate lists specifying the offices to be held.
The lists referred to in the previous point shall include two alternate members for each body, who shall take office, in the order shown on the ballot paper, in the event of resignation or dismissal of any full member.
ARTICLE 9
In any of SPCE-TC’s bodies, each member has one vote, and the Chair (or their substitute) shall have a casting vote.
In the event of resignation or dismissal of members of SPCE-TC’s bodies, those bodies shall continue to function provided that a majority of their members remain in office.
Members who resign or are dismissed shall be replaced by the elected alternates.
Section I
General Assembly
ARTICLE 10
The General Assembly is composed of full members and shall be chaired by the General Assembly Board consisting of a Chair, a 1st Secretary and a 2nd Secretary.
It is the Chair’s duty to convene General Assemblies and direct their proceedings.
The Secretaries shall assist the Chair and replace them in their absence or impediment.
In the absence or impediment of any member of the Board, it is for the General Assembly — except as provided in the final part of the previous number — to designate, from among the members present, who shall replace them.
The Secretaries of the Board shall draw up the minutes of the General Assemblies and make them known to all members.
ARTICLE 11
The General Assembly shall:
a) Elect its Board, as well as the Board of Directors and the Audit Committee, and may dismiss them at any time;
b) Approve the admission of members;
c) Set the amount of membership fees;
d) Appoint the local organising committee of the ordinary scientific meeting;
e) Designate and dismiss honorary members;
f) Discuss and annually approve the Board of Directors’ Report and Accounts, as well as the opinion of the Audit Committee;
g) Deliberate on amendments to the Statutes and Regulations and other matters legally assigned to it;
h) Discuss and deliberate on matters concerning the operation of SPCE-TC;
i) Decide on the dissolution of SPCE-TC;
j) In general, define the Association’s guiding principles in line with the legitimate interests of its members.
ARTICLE 12
The ordinary General Assembly shall preferably be held at the venue and on the date of the ordinary scientific meeting.
The General Assembly shall meet extraordinarily whenever the Board of Directors so deems necessary or when at least one third of the members so request in writing to the Chair of the Board.
The Chair of the SPCE-TC General Assembly Board shall send the notice of meeting to all members by e-mail or letter, stating the agenda, venue, date and time of the meeting, at least fifteen days in advance.
ARTICLE 13
The General Assembly may only convene, on first call, if at least half of all members are present.
If the condition in the previous number is not met, the General Assembly may convene with any number of members, on second call, 15 minutes after the time set for the first.
ARTICLE 14
Representation of one member by another and postal voting are admissible at the General Assembly, by letter or e-mail previously addressed to the Chair of the Board.
Except for amendments to the Statutes and the dissolution of SPCE-TC, resolutions of the General Assembly shall be adopted by an absolute majority of votes of the members present; absolute majority means more than half of the votes cast being in favour, relative to votes against and abstentions.
Section II
Board of Directors
ARTICLE 15
The SPCE-TC Board of Directors is composed of six full members: a President, a Vice-President and four Members.
One member of the Board of Directors shall serve as Treasurer and another as Secretary.
If the Board of Directors loses half or more of its members, it shall cease its decision-making powers and retain only interim management functions until a new Board is elected. The election shall take place at an extraordinary General Assembly, specially convened for this purpose, immediately after the Board’s cessation of functions and in compliance with statutory deadlines.
ARTICLE 16
The Board of Directors shall:
a) Manage SPCE-TC and represent it publicly;
b) Comply with and enforce the statutory provisions and the resolutions of the General Assembly;
c) Promote the holding of an ordinary scientific meeting with the periodicity it deems appropriate;
d) Promote exchange with related scientific societies and ensure SPCE-TC’s affiliation to international scientific organisations related to stem-cell research, cell therapy, developmental biology, tissue engineering and regenerative medicine;
e) Create, organise and manage the Association’s services, providing it with a structure suited to achieving its purposes and, when necessary, drawing up internal regulations;
f) Appoint section coordinators for periods within the terms of the Board of Directors;
g) Administer SPCE-TC’s funds, which shall consist of membership fees, donations or legacies, sales of publications and others;
h) Annually submit to the General Assembly the Activity Report and Financial Statements, accompanied by the Audit Committee’s Opinion;
i) Submit to the General Assembly such proposals as may be necessary;
j) Ensure the sending of SPCE-TC and section notices and information.
ARTICLE 17
The Board of Directors shall meet whenever it deems necessary, upon convening by the President or their substitute.
The Board of Directors shall meet in person or remotely, by teleconference or videoconference, as often as it deems appropriate, but not less than once every two months.
Resolutions of the Board of Directors shall be adopted by a majority of votes of the members present.
Minutes shall be drawn up for all meetings and shall be signed by all those present or approved by electronic means.
ARTICLE 18
To bind SPCE-TC, the signatures of two members of the Board of Directors are necessary and sufficient, one of which must be that of the President, the Vice-President or the Treasurer.
Under no circumstances may the Board of Directors bind SPCE-TC to commitments of any kind lasting beyond six months after the end of its term, except in strict compliance with a resolution of the General Assembly.
Should the Board of Directors bind SPCE-TC to any commitment, it must inform its members thereof, either at a General Assembly or by direct communication or via its website.
Section III
Audit Committee
ARTICLE 19
The Audit Committee is composed of a Chair and two Members.
The Audit Committee shall:
a) Examine SPCE-TC’s accounts whenever it deems necessary;
b) Issue an opinion on the Board of Directors’ annual Report and Accounts and on any other matters submitted to it by the General Assembly or the Board of Directors;
c) Ensure compliance with the statutory provisions;
The Opinion on the annual Report and Accounts shall be issued within a maximum of fifteen days from the date on which such documents were submitted by the Board of Directors.
ARTICLE 20
The Audit Committee shall meet, in person or by teleconference, whenever it deems necessary, but not less than once per quarter.
Resolutions of the Audit Committee shall be adopted by an absolute majority of the votes of the Members present.
The Audit Committee may attend meetings of the Board of Directors whenever it deems necessary, or at the Board’s request, but may not take part in its resolutions.
Chapter IV
Amendment of the Statutes and Dissolution of the Society
ARTICLE 21
The Statutes of SPCE-TC may only be amended at a General Assembly with at least half of the full members present on first call, or at least one fifth on second call.
Amendments to SPCE-TC’s Statutes require the favourable vote of two thirds of the members present.
ARTICLE 22
SPCE-TC may only be dissolved by resolution of an extraordinary General Assembly, specially convened for that purpose, requiring the favourable vote of at least three quarters of the total number of full members.
The General Assembly that resolves the dissolution of SPCE-TC shall immediately appoint a liquidation committee, which shall allocate the assets to national institutions that conduct scientific research in areas within SPCE-TC’s scope.