|SIFFA > Statute|
Statute of Association of International Research-based Pharmaceutical Manufacturers
1. General Provisions
1.1 The name of the Association (in Latvian) is “Starptautisko inovatīvo farmaceitisko firmu asociācija” (hereinafter referred to as „Association”)
The abbreviation of the Association’s name: SIFFA.
The official name of the Association in English is “Association of International Research-based Pharmaceutical Manufacturers”.
The Association’s logo is as follows:
1.2 The Association is a voluntary union of persons, which was founded for achievement of such aims as provided in the Statute, which are not of a profit-gaining nature.
1.3 The Association is not liable for its Members’ obligations. The Members are not liable for the Association’s obligations.
1.4 The Association has individual property and cash funds in the Latvian and/or foreign currencies, which are kept in the Latvian and/or foreign banks.
1.5 The Association is responsible for its obligations with all its property.
1.6 The Association has its own balance, seal, symbols, attributes and forms.
2. Aims of Association
2.1 The aim of the Association is to promote the operations of pharmaceutical firms’ representatives in Latvia, encourage and support the development of the organized market of pharmaceutical products, as well as to improve the healthcare system quality, enhance the level of education and expertise among the physicians, pharmacists and general public in the Republic of Latvia.
With this aim, the Association shall:
2.1.1 Represent its Members’ interests with respect to the state and municipal authorities, enterprises, business companies, other legal entities and physical persons;
2.1.2 Inform Latvia’s population about topical issues and new developments in the field of pharmaceutical production;
2.1.3 Provide information and recommendations on issues related to pharmaceutical products, the manufacture, distribution and application of the same, as well as the operations of pharmaceutical manufacturers;
2.1.4 Take care of the professional training of its Members, distribute information among the Members;
2.1.5 Promote, organize and implement research studies in their branches, cooperates with the relevant research institutes and specialists;
2.1.6 Organize legal defence of its Members;
2.1.7 Involve in the activities of international organizations;
2.1.8 Encourage contacts between its Members and establish links with foreign colleagues;
2.1.9 Create databases using all the available technologies and technical facilities;
2.1.10 Endorse protection of the organized market of medicinal products;
2.1.11 Carry out any other activities related to pharmacy and pharmaceutical market unless those are prohibited by the law;
2.1.12 Promote cooperation among representatives of different professions, specialities and branches for achievement of the common goal and tasks;
2.1.13 Carry out the Association’s auxiliary business operations related to the owned property maintenance or use, and other economic activities to achieve the Association’s aims and objectives.
3. Period of Activity
3.1 The Association was founded for an indefinite period.
4. Admission, Withdrawal and Exclusion of Members to/from Association
4.1 Any Latvia-registered, legally capable physical person, legal entity and/or legally competent personal company representing a foreign pharmaceutical firm in Latvia may become Member of the Association, if the said foreign firm is engaged in the discovery, development and production of new chemical units and pharmaceutical components, or just manufactures medical and pharmaceutical raw materials and products, if, in its operations, it observes such intellectual property protection rights (copyright) as provided by the Latvian and international legal acts and the Good Manufacturing Practice (GMP) requirements, accepts these articles and supports and contributes to the Association’s activities.
4.2 To become Member of the Association, one must submit a written application of a certain form and documents certifying the Applicant’s eligibility for admission to the Association (the list of the required documents shall be endorsed by the Meeting of Members), and pay an admission fee in such an amount as determined by the Meeting of Members. The Application Form is devised by the Board of the Association.
4.3 The Board shall decide on admission to the Association. The Applicant’s submission is reviewed at the next Meeting of the Board but no later than two weeks after the receipt of all the necessary documents. The Applicant is invited to the Meeting of the Board, where its application is to be reviewed, and is given the floor to express its opinion. The Applicant’s failure to appear at the Board Meeting shall not prevent the decision-making process. The Board shall forward its substantiated decision to the Applicant in writing within a week’s time of the date of decision.
4.4 The Board’s negative decision may be appealed by the Applicant in writing at the General Meeting of Members. If the General Meeting of Members rejects the application, the Applicant is not admitted to the Association and may file a repeated application no sooner than in a year’s time. 4.5 Any Member may step down from the Association at any time having notified the Board in writing. The Member must settle its obligations with the Association for a time period till the Board’s decision, including payment of membership fees.
4.6 Any Member may be excluded from the Association by decision of the Board if the Member:
4.6.1 Fails to pay membership fees for more than 6 months;
4.6.2 Fails to observe the resolutions passed by the General Meeting and the Board;
4.6.3 Fails to fulfil its duties and obligations;
4.6.4 Commits any such actions that are in conflict with the provisions hereof;
4.6.5 Commits a moral or ethical infringement affecting the other Members’ interests and rights;
4.6.6 Acts in breach of these articles and the principles of professional ethics or otherwise discredit the Association by its doings.
The issue of the Association Member exclusion is reviewed at the next Meeting of the Board; the Member to be excluded must be invited to the Board Meeting and given the floor to express his opinion. The Member’s failure to appear at the Board Meeting shall not prevent the decision-making process. The Board must inform the excluded Member about his exclusion from the Association and the grounds for such a decision in writing within five days of the date of the decision.
5. Members’ Rights and Obligations
5.1. Members of the Association are entitled:
5.1.1 To participate in management of the Association;
5.1.2 To have access to information about the Association’s activities, inter alia to any minutes, resolutions and directions of all the Association’s bodies;
5.1.3 To take part in all events organized by the Association; to submit proposals on the Association’s activities and improvement of the same; to defend one’s opinion;
5.1.4 To make use of the Association’s attributes;
5.1.5 To turn to the Association for assistance or advice; to receive information from the Association; to express one’s opinion regarding any issues that may be discussed inside the Association,
5.1.6 To use the AFA material base, information and servicing opportunities,
5.1.7 To demand summoning of the Meeting of Members or the Meeting of the Board by such procedure as provided hereof and with such an agenda as they suggest.
5.2 Changing or terminating of Member’s rights that differ from those of the other Members or imposing of such obligations on a Member that differ from the other Members’ obligations shall require the said Member’s consent.
5.3 Members of the Association are obliged:
5.3.1 To observe the Statue of the Association and fulfil the resolutions of the Meeting of Members and the Board;
5.3.2 To pay membership fees on a regular basis,
5.3.3 To support the implementation of the Association’s goal and objectives by their active participation;
5.3.4 To observe confidentiality with regard to the Association’s commercial secrets, documents and resolutions of classified nature if they are acknowledged as such, respecting third persons’ interests;
5.3.5 To refrain from any such actions, which may get in conflict with the Association’s interests or disgrace its name or prestige. The Members are not entitled to express opinions or sign any documents on behalf of the Association unless that was endorsed by the relevant decision of the Board or the Meeting of Members. By a special decision of the Board or the Meeting of Members, Members may be entitled to sign the Association’s documents and publicize such information as allowed by the Board or the Meeting of Members on behalf of the Association.
6. Summoning of Meeting of Members and Decision-Making Procedure
6.1 The Meeting of Members is the highest decision-making body of the Association.
6.2 All Members of the Board are entitled to take part in the Meeting of Members. Members may only participate in the Meeting of Members in person.
6.3 Annual Meetings of Members are summoned once a year – no later than the 31st day of March.
6.4 An extraordinary Meeting of Members may be summoned either on the Board’s initiative or at the request of at least one tenth of the Association’s Members in writing and with an indication of the reason for summoning.
6.5 A Meeting of Members must be summoned at least at a two week’s notice to each Member in writing.
6.6 The Meeting of Members shall be competent to make decisions if more than half of the Association’s Members take part in the Meeting.
6.7 If any Meeting of Members is incapable of making decisions through lack of quorum, the adjourned Meeting of Members must be held within three weeks, and it will be competent irrespective of the number of the Members present provided that at least two Members are present there.
6.8 Each Member has one vote. Normally, the Meeting of Members pass resolutions by simple majority of the Members present at the Meeting. Resolutions on amendments to the Statute, termination and continuation of the Association’s activities require more than two thirds of the votes of the Members present at the Meeting.
6.9 The Meeting of Members shall:
6.9.1 Validate the Statute and make amendments to it;
6.9.2 Elect and dismiss the Board of the Association;
6.9.3 Elect and dismiss the Auditor;
6.9.4 Review and endorse the annual plan of the Association’s activities;
6.9.5 Review and endorse the Board’s report on the yearly operations;
6.9.6 Validate and amend instructions and regulations for the Board and the Auditor;
6.9.7 Determine the amount of the admission and membership fees;
6.9.8 Review proposals related to the Board and the Auditor’s activities;
6.9.9 Consider other issues related to the Association’s activities on the recommendations of the Board or the Auditor;
6.9.10 Decide on the termination, resumption or reorganisation of the Association’s activities;
6.9.11 Endorse the Association’s seal, symbols and attributes;
6.9.12 Be entitled to review and decide on any issue related to the Association’s activities.
6.10 The Meeting of Members is chaired by the Chairperson of the Board unless the Members elect another Chair of the Meeting. The course of the Meeting of Members is recorded in the form of Minutes. The Minutes are signed by the Chair of the Meeting and the Secretary of the Meeting (the one who takes the Minutes).
6.11 Voting at the Meting of Members is carried out by the show of hands (openly) unless the Meting of Members decides on another procedure.
7. Association’s Board and Employees
7.1 The Association’s executive body is the Board, which consists of 5 (five) Members of the Board, and the present Statute is binding on them.
7.2 The Meeting of Members elects the Board of the Association for a 1 (one)-year period. A Member of the Board may be elected for no more than two terms running. A Member of the Board must be a legally capable physical person.
7.3 Members of the Board shall elect the Chairperson of the Board out of their ranks, who organizes the Board’s work.
7.4 A Member of the Board fulfils its duties without remuneration. A Member of the Board may demand reimbursement of such expenses that he/she has incurred in the course of fulfilment of his/her duties.
7.5 The Board shall be entitled to resolve all issues except those that are within the exclusive competence of the Meeting of Members.
7.6 All Members of the Board have representative rights. Each Member of the Board is entitled to represent the Association individually.
7.7 The Board shall:
7.7.1 Elect the Chairman of the Board;
7.7.2 Prepare draft amendments and changes to the Statute;
7.7.3 Work out and submit proposals for consideration and validation to the Meeting of Members on the Association’s kinds of activities, projects and funding thereof;
7.7.4 Work out regulations and instructions regulating the Board and the Auditor’s duties and submit to the General Meeting for consideration and approval;
7.7.5 Dispose of the Association’s movable and immovable property within such limits as determined by the Meeting of Members, acquire and alienate property;
7.7.6 Decide on employment of persons to work for the Association and determine their job duties and remuneration (salary) amount;
7.7.7 Resolve such other issues related to the Association’s operations that are not hereof referred to the competence of the Meeting of Members.
7.8 The Board shall be capable of making decisions if at least half of its Members are present at the Board Meeting. Decisions are made by simple voting majority of the Board Members present. Voting is held by show of hands (openly), or by casting secret ballots (if so required by simple majority of the Board Members present). Meetings of the Board shall be recorded by one of its Members or their appointee. The Minutes shall be signed by the Chairperson of the Board and the Secretary of the Meeting (the one who takes the Minutes).
7.9 Meetings of the Board are held at least 6 times a year, and the time and venue are determined by the Board or the Chairperson of the Board at least at 5 working days’ notice. Meetings of the Board are open and chaired by the Chairperson of the Board. Extraordinary Meetings of the Board may be summoned at the request of the Chairperson of the Board, one third of the Board Members, the Auditor or one tenth of the Association Members with such an agenda as requested by the initiators of the said extraordinary meeting.
7.10. The Board’s decisions may be appealed at the Meeting of Members by the persons concerned.
7.11 Once a year the Board submits a report on its operations to the Meeting of Members.
7.12. The Chairman of the Board:
7.12.1 Controls the operational activities of the Association;
7.12.2 Controls implementation of the decisions of the Meeting of Members and the Board;
7.12.3 Closes contracts, incl. labour contracts, agreements, opens bank accounts, disposes of the Association’s property and cash funds, as provided by the decisions of the Meeting of Members and the Board;
7.12.4 Issue (within the limits of his/her competence) directives, orders and instructions that are binding on the Association Members;
7.12.5 Review submissions;
7.12.6 Fulfil such other functions as imposed on him/her by the Meeting of Members and the Board;
7.12.7 Delegate the aforesaid functions to other Members of the Association.
7.13 If the Association, its Members or third persons incur any losses through the fault of the Chairperson and/or any Member of the Board, they will be liable as provided by the legislation.
7.14 Pursuant to the Board’s decision, the Chairperson of the Board concludes a contract with the Executive Director. The Executive Director is a hired worker (employee) of the Association, whose remuneration amount is determined by the Board of the Association depending on the volume of his/her job duties and the Association’s financial situation. The Executive Director shall:
7.14.1 Conduct the Association’s operational activities, organize and ensure fulfilment of such resolutions as passed by the General Meeting and the Board, and prepare reports on the Association’s operations;
7.14.2 Represent the Association’s interests, as instructed by the Board and in virtue of a relevant authorization, in contacts with the governmental and municipal authorities, as well as the Latvian, foreign and international organizations, enterprises and businesses;
7.14.3 Organize and ensure summoning and conducting of the Board Meetings as instructed by the Board and in virtue of a relevant authorization;
7.14.4 Conduct correspondence with other institutions, organizations and individuals on behalf of the Association on the Board’s instruction and in virtue of a relevant power of attorney, and carry out paperwork for the Association;
7.14.5 Not be entitled to express his/her opinion on behalf of the Association unless it is endorsed by the relevant decision of the Board or the Meeting of Members.
7.14.6 In the absence of the Executive Director, his/her duties are fulfilled by the Chairperson of the Board or any Member of the Board appointed by the Board, or any person appointed by the Executive Director and approved by the Board.
8.1 The Association’s financial and business operations are audited by an auditor, who is elected by the Meeting of Members for one-year term.
8.2 The Member of the Board may not be elected Auditor of the Association.
8.3 The Auditor shall:
8.3.1 Audit the Association’s property and financial resources;
8.3.2 Make a statement regarding the Association’s budget and Annual Report;
8.3.3 Evaluates the Association’s accounting (bookkeeping) and paperwork;
8.3.4 Give recommendations on improvement of the Association’s financial and business activity.
8.4 The Auditor shall perform an audit by such deadlines as required by the Meeting of Members but, in any case, at least once a year.
8.5 The Meeting of Members may only approve the Annual Report upon receipt of the Auditor’s statement.
9. Association’s Funds and Property
9.1 The Association’s funds consist of admission fees, membership fees, donations and other proceeds, which are not prohibited by the law.
9.2 The amount of the membership fee and the admission fee is determined by the Meeting of Members.
9.3 The Association’s cash funds are kept in banks.
9.4 The Association’s governing bodies are obliged to observe the application aim of a donation wherever it is indicated.
9.5 The Association may temporarily use the funds, which are not tied up, for the purchase of securities.
9.6 The Association is entitled to close any civil deals with its funds and property, which are provided by the legislation.
10. Liquidation of Association
10.1 The Association’s activity is terminated:
10.1.1 by decision of the Meeting of Members;
10.1.2 whenever the total number of Members reduces to one Member or any other number as provided hereof;
10.1.3 by court judgment.
10.2 The Association is liquidated by the Liquidator appointed by the Meeting of Members unless otherwise provided for in the Meeting of Members’ resolution or a court judgment. The Meeting of Members shall decide on the Liquidator’s remuneration amount and procedure. The Liquidator must be a legally competent physical person residing in Latvia.
11. Registered Office of the Association:
P. Stradins Museum of Medical History
1 Antonijas Street, Riga, Latvia, LV–1360