1. The aim of the Association is to promote the activities of pharmaceutical company representations in Latvia, to foster and support the development of an organized market for pharmaceutical products, as well as to improve the quality of healthcare, the availability of medicines for patients, and to raise the level of knowledge and education among doctors, pharmacists, and the general public of the Republic of Latvia. For this purpose, the Association:
   1. represents the interests of its members in relations with state and municipal institutions, companies, enterprises, other legal and natural persons;
   2. informs the public in Latvia about current issues and developments in the production of pharmaceutical products;
   3. provides information and recommendations on matters related to pharmaceutical products, their production, distribution, and use, as well as the activities of pharmaceutical manufacturing companies;
   4. ensures the professional preparedness of its members and distributes information among them;
   5. promotes, organizes, and carries out scientific research in its fields, cooperating with relevant scientific institutes and specialists;
   6. organizes the legal protection of its members;
   7. participates in the activities of international organizations;
   8. promotes contacts among its members, as well as with colleagues in other countries;
   9. promotes the protection of the organized pharmaceutical market;
   10. carries out any other activities related to pharmacy and the pharmaceutical product market that are not prohibited by law;
   11. promotes cooperation among representatives of various professions, specialties, and sectors in achieving common goals and objectives.
   12. As a supplementary activity, the Association may carry out economic activities in order to achieve its objectives.

3.1. The Association was founded for an indefinite period.

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.
2. To become a member of the Association, it is necessary to submit a written application in the prescribed form, provide documents proving the candidate’s right to join the Association, and pay the entrance fee. The application form, the list of required documents, and the amount of the entrance fee are determined by the Board of the Association.
3. In the case of transfer or merger of a member, if the following conditions are met — all member rights and obligations are fully transferred, the company complies with the requirements of Clause 4.1, and the company expresses the wish to continue membership in place of the former member — a free-form submission must be submitted to the Association, indicating the fact and legal basis of the transfer of rights and obligations, as well as company details and the contact information of the contact person.
4. The decision on admitting a new member is taken by the Board. The Board must review the application at the next meeting, but not later than within two weeks after receiving all required documents. The applicant must be invited to the Board meeting where the application is reviewed and must be given the opportunity to express their opinion. The applicant’s absence does not prevent the Board from making a decision. The Board must notify the applicant in writing of the reasoned decision within one week from the date of the decision.
5. The applicant may appeal the Board’s negative decision in writing to the general meeting. If the general meeting also rejects the application, the applicant is not admitted as a member of the Association and may reapply not earlier than one year after the rejection.
6. A member may withdraw from the Association at any time by notifying the Board in writing. The member must settle all obligations to the Association for the period up to the Board’s decision, including payment of membership fees.
7. Any Member may be excluded from the Association by decision of the Board if the Member:
   1. Fails to pay membership fees for more than 6 months;
   2. Fails to observe the resolutions passed by the General Meeting or the Board;
   3. Fails to fulfil its duties and obligations;
   4. Commits any such actions that are in conflict with the provisions hereof;
   5. Commits a moral or ethical infringement affecting the other Members’ interests and rights;
   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.

1. 5.1. Members of the Association have the right to:
   1. participate in the general meeting, open sessions of the Board, and other governance or organizational meetings convened by the Association;
   2. vote at the general meeting;
   3. be elected to the Board, as auditor, or as a member of the Ethics Commission for Medicinal Product Advertising;
   4. receive information about the activities of the Association, including access to the minutes, decisions, and orders of all Association institutions;
   5. participate in all events organized by the Association, submit proposals regarding the Association’s activities and their improvement, and defend their views;
   6. turn to the Association for assistance or advice, receive information from the Association, and express opinions on matters discussed within the Association;
   7. make use of the material resources, information, and services of the Association;
   8. request, in accordance with the statutes, the convening of a general meeting or a Board meeting with an agenda proposed by them.
2. The duties of the members of the Association are to:
   1. comply with the statutes of the Association and implement the decisions of the general meeting and the Board;
   2. To pay membership fees on a regular basis,
   3. participate in the work of the general meeting and in the institutions to which they have been elected, in order to represent the Association and defend its interests;
   4. actively contribute to the implementation of the Association’s objectives and tasks;
   5. not disclose trade secrets of individual member companies or of the Association, as well as documents and decisions of a confidential nature, if recognized as such, while respecting the interests of third parties, and which have become known in the exercise of their rights;
   6. refrain from undertaking any actions contrary to the interests of the Association and not discredit its name or reputation. Members are not entitled to express opinions on behalf of the Association or sign any documents on its behalf unless a decision of the Board or the general meeting authorizes them to do so. By a separate decision of the Board or the general meeting, members may be granted the right to sign documents of the Association and to publicly disseminate information authorized by the Board or the general meeting on behalf of the Association.

1. The Meeting of Members is the highest decision-making body of the Association.
2. All members of the Association are entitled to participate in the General Meeting. Members may participate either in person or remotely.
3. The regular General Meeting is convened once a year – no later than March 31.
4. An extraordinary General Meeting may be convened at the initiative of the Board or upon written request by no less than one-tenth of the members of the Association, indicating the reason for convening it.
5. The General Meeting must be convened by sending an electronic invitation to each member no later than two weeks prior to the meeting.
6. The General Meeting has a quorum if more than half of the members are present.
7. If the General Meeting lacks a quorum, a repeated General Meeting must be convened within three weeks. The repeated meeting is entitled to adopt decisions regardless of the number of members present, provided that at least two members participate.
8. Each member has one vote. A decision of the General Meeting is adopted if more than half of the members present vote in favor. A decision on amendments to the statutes, the dissolution or continuation of the Association requires a vote of more than two-thirds of the members present.
9. The exclusive competence of the General Meeting includes:
   1. approving and amending the statutes;
   2. electing and dismissing the Board of the Association;
   3. electing and dismissing the auditor;
   4. electing and dismissing the members of the Ethics Commission for Medicinal Product Advertising;
   5. reviewing and approving the annual activity plan of the Association;
   6. reviewing and approving the Board’s annual activity report;
   7. approving and amending the instructions and regulations for the Board and the auditor;
   8. determining membership fees;
   9. reviewing proposals related to the activities of the Board and the auditor;
   10. deciding on the dissolution, continuation, or reorganization of the Association.
10. The General Meeting may review any other matter related to the activities of the Association.
11. The General Meeting is chaired by the Chairperson of the Board, unless another chairperson is elected by the members. The General Meeting appoints a recording secretary, and the meeting proceedings are recorded in minutes. The minutes are signed by the chairperson and the recording secretary.
12. The General Meeting is held openly unless the General Meeting adopts a reasoned decision for another procedure.

1. The executive body of the Association is the Board, which consists of 5 (five) members of the Board and is bound by these Statutes.
2. The Board of the Association is elected by the General Meeting for a term of up to 2 (two) years. Members of the Board must be legally competent natural persons.
3. A Board member performs his or her duties without remuneration. A Board member may request reimbursement of expenses incurred in the performance of his or her duties.
4. The Board is entitled to decide on all issues that do not fall within the exclusive competence of the General Meeting.
5. All Board members have representation rights. Board members are entitled to represent the Association individually.
6. A Board member loses his or her status if:
   1. the member represented by the Board member resigns from the Association;
   2. the member represented by the Board member revokes his or her authorization or the legal relationship between the Association’s member and the relevant Board member is terminated;
   3. the Board member resigns from performing the duties of a Board member.
7. If a Board member loses his or her status, a General Meeting is convened.
8. The Board:
   1. elects the Chairperson of the Board and approves the Chairperson of the Ethics Commission for Medicinal Product Advertising;
   2. if the auditor or Ethics Commission member loses their status according to Clauses 8.4 and 9.4, approves a new auditor or Ethics Commission member until the next General Meeting;
   3. prepares draft amendments to the Statutes;
   4. develops and submits to the General Meeting for consideration and approval the Association’s activity directions, projects, and funding arrangements, and is responsible for implementing the annual plan approved by the General Meeting;
   5. develops and submits regulations and instructions for consideration and approval by the General Meeting governing the activities of the Board and auditor;
   6. manages the movable and immovable property of the Association within the limits set by the General Meeting, acquires and disposes of property;
   7. decides on the employment of persons in the Association, determining their duties and remuneration;
   8. admits new members to the Association;
   9. decides on the remuneration and job responsibilities of the Association’s Director, employees, and the Chairperson of the Ethics Commission, as well as the Director’s rights to manage the Association’s property and funds;
   10. decides on other matters of the Association’s activities not falling within the exclusive competence of the General Meeting.
9. The Board is entitled to make decisions:
   1. if at least half of its members participate in the meeting;
   2. remotely;
   3. without convening a meeting, provided all Board members approve the decision electronically;
   4. by a simple majority of Board members. Voting in Board meetings is open, but upon request of a simple majority of attending Board members, voting must be conducted secretly;
   5. Board decisions are recorded by the Director.
10. Board meetings are held at least six times a year, and the time, form, and location of the meetings are determined by the Board or the Chairperson of the Board. Board meetings are chaired by the Chairperson or a Board member designated by them.
11. The Board has the right to convene an open Board meeting, in which all Association members have the right to participate. Members must be notified electronically about an open Board meeting no later than three (3) working days in advance.
12. An extraordinary Board meeting may be convened upon the initiative of the Chairperson, one-third of the Board members, the auditor, or one-tenth of the Association members, with the agenda proposed by the initiator.
13. Between General Meetings, the Board may submit matters to the Association members for decision that are not within the exclusive competence of the General Meeting but are important for the industry as a whole or for the activities of the Association members. Questions are formulated and sent electronically, specifying the deadline for submitting proposals and objections. If no objections are received by the deadline, the matter is considered approved.
14. Board decisions may be appealed by interested parties to the General Meeting.
15. Once a year, the Board submits a report on its activities to the General Meeting.
16. The Chairperson of the Board:
    1. performs actions necessary for the successful operation of the Association;
    2. supervises the operational activities of the Association;
    3. monitors the implementation of the General Meeting’s and Board’s decisions;
    4. within the framework of the General Meeting’s and Board’s decisions, concludes agreements, including employment contracts, opens bank accounts, manages the Association’s property and funds, and is responsible for preparing budget reports for Board and General Meeting sessions;
    5. within their competence, issues binding orders to Association members;
    6. reviews submissions;
    7. concludes contracts with the Director and employees according to Board decisions;
    8. performs other functions entrusted by the General Meeting and Board;
    9. authorizes other Association members to perform these functions.
17. If losses occur to the Association, its members, or third parties due to the fault of the Chairperson or any Board member, they are liable under applicable law.
18. The Director:
    1. performs operational activities of the Association, organizes and ensures the implementation of the General Meeting’s and Board’s decisions, and prepares activity reports;
    2. represents the Association’s interests in state and municipal institutions, as well as in Latvian, foreign, and international organizations, companies, and enterprises on behalf of the General Meeting and Board;
    3. organizes and ensures the convening and conduct of General Meetings and Board meetings on behalf of the Board;
    4. manages correspondence on behalf of the Association with other institutions, organizations, and individuals and maintains the Association’s records;
    5. is not entitled to express opinions on behalf of the Association unless authorized by a Board or General Meeting decision;
    6. manages the Association’s property and funds within the rights granted by the Board;
    7. ensures the dissemination of current information to Association members and the electronic decision-making process as specified in Clauses 7.8.3 and 7.12;
    8. during the Director’s absence, their duties are performed by the Chairperson of the Board, a Board-designated member, or a person appointed and approved by the Board.

1. The financial and economic activities of the Association are controlled by the Auditor, who is elected by the General Meeting for a term of 2 (two) years.
2. A Board member of the Association cannot serve as the Auditor.
3. The Auditor:
   1. conducts audits of the Association’s property and financial resources;
   2. provides an opinion on the Association’s budget and annual report;
   3. evaluates the work of the Association’s accounting and record-keeping;
   4. provides recommendations for improving the Association’s financial and economic activities.
4. The Auditor loses their status if:
   1. the member represented by the Auditor resigns from the Association;
   2. the member represented by the Auditor revokes their authorization or the legal relationship between the Association member and the Auditor is terminated;
   3. the Auditor resigns from performing their duties.
5. If the Auditor loses their status, the Board is entitled to approve a new Auditor until the next General Meeting to ensure the performance of the Auditor’s functions and reporting to the General Meeting.
6. The Auditor conducts audits at least once a year.
7. The General Meeting approves the Association’s annual report only after receiving the Auditor’s opinion.

1. The Ethics Commission for Medicinal Product Advertising operates in accordance with the Code of Ethics for Medicinal Product Advertising, its annexes, and other documents approved by the Association and the Ethics Commission.
2. The Chairperson of the Ethics Commission is approved by the Board, and 3 (three) Commission members are elected by the General Meeting for a term of 2 (two) years.
3. The Chairperson of the Ethics Commission is responsible for ensuring the flow of information with the Association.
4. A member of the Ethics Commission loses their status if:
   1. the member represented by the Ethics Commission member resigns from the Association;
   2. the member represented by the Ethics Commission member revokes their authorization or the legal relationship between the Association member and the Commission member is terminated;
   3. the Ethics Commission member resigns from performing their duties.
5. If an Ethics Commission member loses their status, the Board is entitled to approve a new Commission member until the next General Meeting to ensure the performance of the Commission’s functions.

1. The Association’s funds consist of admission fees, membership fees, donations and other proceeds, which are not prohibited by the law.
2. The amount of the membership fee and the admission fee is determined by the Meeting of Members.
3. The Association’s cash funds are kept in banks.
4. The Association’s governing bodies are obliged to observe the application aim of a donation wherever it is indicated.
5. The Association may temporarily use the funds, which are not tied up, for the purchase of securities.
6. The Association is entitled to close any civil deals with its funds and property, which are provided by the legislation.

1. The Association’s activity is terminated:
   1. by decision of the General Meeting;
   2. whenever the total number of Members reduces to one Member;
   3. by court judgment.
2. The Association is liquidated by the Liquidator appointed by theGeneral Meeting unless otherwise provided for in theGeneral Meeting’ 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.

3 Skolas Street, Riga, Latvia, LV–1360