INCORPORATION MINUTE

Transcription

1 INCORPORATION MINUTE In the city of Bogota on Thursday May 31 st, 2007, at 7:30 pm, the undersigned meet in Club el Nogal and after performing the corresponding presentation, it was proceeded to elect the meeting Secretary and President, and the agenda was read in order to settle the creation of the Colombian Chapter of the International Society of Pharmacoeconomics and Outcomes Research, ISPOR. MEETING AGENDA: 1. Greeting by Dr. Rafael Alfonso C. 2. Attendants presentations 3. Election of the meeting President and Secretary. 4. Reading, discussion and approval of the bylaws that will rule ISPOR s Colombian Chapter. 5. Election of the Board of Directors members 6. Agenda of ISPOR s Colombian Chapter, main working issues. Encourage the participation in the first Latin American Congress of ISPOR in Cartagena (September 9-11, 2007) MEETING DEVELOPMENT: 1. Dr. Rafael Alfonso C., greets the attendants and presents the motives of this summon to create the local organization referred as ISPOR CAPITULO COLOMBIA. After presenting the objectives and goals of the international organization, operation and revealing the benefits provided to the affiliates, it is put under consideration of those who have accepted the invitation to make part of the Founding Members of ISPOR Colombian Chapter. 2. The attendees who freely and spontaneously expressed their wish to make part of the Founding Assembly of ISPOR CAPITULO COLOMBIA were presented, are: ALVARO AGUSTIN ANDRÉS GIOVANNY ARMANDO ANDRÉS CAMILO FERNANDO CARLOS EDUARDO CARLOS ERNESTO CAROLINA DARIO DIEGO DIEGO ANDRES FERNANDO GINA ALEXANDRA JAIME ALBERTO RODRÍGUEZ REYES MONROY CHARRY ESPINOSA BODE OJEDA COREAL MESIA AYALA IZQUIERO GUAQUETA JIMENEZ MADREDO LONDOÑO TRUJILLO GUARIN GARCIA ROSSELLI COCK RUIZ GÓMEZ VARGAS SANDOVAL HENAO MARTINEZ

2 JAIME ENRIQUE JAIRO ANDRES JAVIER MAURICIO JORGE AUGUSTO JORGE GREGORIO JUAN CAMILO JUAN CARLOS JULIO CESAR LEONARDO LIZ LUIS FERNANDO MARIA XIMENA MAURICIO OMAR ARMANDO ROBERTO RODOLFO JOSÉ SAEN ANTONIO SANTIAGO VARINIA RAFAEL ALBERTO ALEJANDRO WALTER RAMIRO RUIZ STERNBERG MARTINEZ JÍMENEZ RAMIREZ ANZOLA DÍAZ ROJAS CAMACHO JAIMES GONZALES RODRIGUEZ TORRES BUILES CAMACHO MANTILLA CUBILLOS GARAVITO BELTRAN CIFUENTES MONJE ROJAS REYES CHAVEZ RODRIGUEZ GARCIA VEGA BAQUERO NIETO DENNIS VERANO PUENTES VEGA HERRAN DIAZGRANADOS ROZO FLOREZ ALFONSO CRISTANCHO VELEZ BRYÓN NIETO TORO JIMENEZ 3. Doctors Rafael Alfonso C and Alejandro Bryón Nieto were appointed as President and Secretary of the meeting by unanimous decision of the attendees. 4. Reading, discussion and approval of the incorporation bylaws of ISPOR COLOMBIAN CHAPTER: The bylaws were read, and the observations and discussions were made, and were unanimously approved, being established as the definitive bylaws, which are enclosed to the incorporation minute herein. ISPOR COLOMBIA CONSTITUTION Chapter I Name, term, domicile and object Article 1. Name of Entity. The entity regulated by these bylaws is as a non-profit organization which is incorporated as an association and is called INTERNATIONAL SOCIETY OF PHARMACOECONOMICS AND OUTCOMES RESEARCH-ISPOR, CAPITULO COLOMBIA and that may act under the acronym ISPOR-CO.

3 Article 2. Domicile. The incorporated ISPOR-CO has as domicile the city of Bogota and its head office will be the hosting entity which lodges it during the period for which the entity is elected. Article 3. Term. The Association incorporated will have a term of 50 years as of the date of obtaining the legal person register. Article 4. Object. The main object of ISPOR-CO is to execute and promote the development of pharmaeconomics and outcomes research in health in institutional, academic and labor environments and divulge the application of knowledge, methods, approaches, as well as the application of the theoretical and empiric practice outcomes in national and international environments. Its specific purposes are: a) Congregate people and institutions interested in the study of pharmaeconomics and outcomes research in health in Colombia. b) Promote the improvement in education and training of its associates, both professionals and students interested in pharmaeconomics and outcomes research in health in Colombia. c) Establish relations and maintain exchanges with similar national, foreign and international entities. d) Encourage, evaluate and divulge different studies and publications that support the benefits of the evaluation models in Pharmaeconomics and outcomes research applied in the Colombian Health System. e) Perform academic forums and training with the purpose of divulging the most relevant technical and scientific information of local and global research and interest. f) Organize, encourage and sponsor academic and divulging events in pharmaeconomics and outcomes research in health in Colombia. g) Promote research projects on pharmaeconomics and outcomes research in health models at global, regional and local level. h) Actively participate in public health policies, Pharmaeconomics contents and health outcomes research discussions; in spaces of public discussions, before academy, government, scientific societies, and the society in general. i) In the development of the social object, the society will be able to enter into alliance contracts, be interested or participate in partnerships and/or companies; acquire, alienate, rent properties, movable or immovable, tax them in any way, perform constructions, take or give in mutuum with or without guarantee the social properties and enter into any type of operations with banking, credit and customs entities to draw, endorse, discount, protest, assign, accept, annul, cancel, collect, receive bills, checks, acquire at any title, concessions, permits, brands, patents, franchises, representations and other properties and mercantile rights and any other commercial effects, hire any class of operations that may be necessary to the social object; submit biddings, bid and in general all class of acts

4 and contracts related to the main social object or that are related or complementary to it. Chapter II Founding nature and purpose Article 5. Nature of Association. ISPOR-CO is a non-profit associative entity, integrated by natural persons, institutions, organizations and universities that act on the search of a common welfare and development of the society, particularly, seeking to consolidate pharmaeconomics as an area of scientific knowledge and outcomes research in Colombia and its application for the solution of priority problems in health policies and systems. ISPOR-CO will act as affiliate of the INTERNATIONAL SOCIETY OF PHARMACOECONOMICS AND OUTCOMES RESEARCH-ISPOR; ISPOR INTERNATIONAL and will be ruled by the organization s criteria and norms. ISPOR-CO, as a legal person, will not have or adhere to any ideological current, religious conviction or interest group and its acting will contribute to the common welfare. The intellectual, social and economic contributions, on behalf of ISPOR-CO will not seek to generate any profit. Nevertheless, ISPOR-CO must generate and leverage the resources for the development of its purpose and objectives. The products and goods obtained as result of its activity will integrate its net worth, which sole destination will be to generate value to the activity of its associates and a greater social benefit. The members affiliated to ISPOR-CO will submit into consideration of the Board of Directors the affiliation of natural persons as honorary members; who will have the qualities of being recognized as academics, investigators or promoters of pharmaeconomics at national and international level. These will be exempt of affiliation fee to ISPOR COLOMBIA, when their affiliation to ISPOR INTERNACIONAL or any other International Chapter is certified. Article 6. Founding Purpose. Those people associated to ISPOR-CO are united by the purpose of fostering the academic development of Pharmaeconomics and outcomes research in Colombia and its application for the solution of policies and health systems priority problems. Chapter III Dispositions on the net worth Article 7. ISPOR-CO s net worth will be constituted by: a. The fees paid by the associates b. Grants performed by natural or legal persons

5 c. Properties acquired at any title, including national or foreign companies and/or natural or legal people d. Goods that enter ISPOR-CO for any concept e. Surpluses generated by its activity For the first year of work, the Assembly has decided an annual affiliation fee of one hundred thousand pesos ($ 100,000). At the date of incorporation, the capital is of three million Colombian pesos ($ 3,000,000) which has been paid in money by the affiliates. Article 8. The capital organization and management will be in charge of the General Assembly, which will delegate to the treasurer the responsibility of its management. The funds will be deposited in a current or saving account, and will be destined only to the fulfillment of its objectives. Chapter IV The members Article 9. Those people who signed the incorporation minute, and those who afterwards express their desire, and the fulfillment of the Association s object are members of ISPOR CO, prior fulfillment of the requirements established in the bylaws herein or in the internal regulations. In order to comply with the requirements established by ISPOR INTERNATIONAL, at least three of the Chapter members will be members of ISPOR. Article 10. Duties of the members: a. Participate in ISPOR INTERNATIONAL s activities. b. Perform the contributions and donations necessary for ISPOR-CO s operation, which will be annually defined by the Board of Directors. c. Actively promote the affiliation of new members and the continuance of the active members in the ISPOR-CO. Article 11. Rights of the members: a. Receive information on activities and benefits. b. Participate in academic events organized by ISPOR-CO according to the academic mechanisms for such participation. c. Attend to ordinary and extraordinary assemblies with voice and vote. d. Elect and be elected in ISPOR-CO s Board of Directors, committees and other defined instances. Chapter V Structure and functions of the management, direction and auditing bodies

6 General Assembly Article 12. ISPOR-CO will be managed--governed by the General Assembly, Board of Directors, and Legal Representative and will have a Fiscal Auditor and/or Treasurer. Article 13. The General Assembly is ISPOR-CO s maximum authority and will have the capacity to approve and modify the bylaws, and approve the financial statements and academic and social statements. The General Assembly will also elect the Board of Directors. Article 14. The Assembly will be integrated by all the founding members and founding members delegates, provided they are active members and have complied with the economic obligations with ISPOR-CO. As maximum authority, their decisions are mandatory as long as they have been taken according to what is foreseen in the bylaws herein. Article 15. The General Assembly will have two types of meetings: ordinary and extraordinary, being necessary a quorum of half plus one of the members cleared at the moment of the assembly, to decide and discuss at any of them. The ordinary meetings will be performed on April 10 of each year and in these meetings, the administrative, economic and financial situation of the entity will be examined, elect administrators, legal representatives and other positions foreseen herein, study and analyze the accounts and the statement of the last period and agree the other decisions inherent to the development of ISPOR-CO s object. The extraordinary meetings will be performed when unforeseen or urgent needs of the entity demand it, so they can be held in any time of the year. Article 16. The meetings will be presided by the President of the Board of Directors or the person designated by the Assembly. The Secretary will be the same as for the Board of Directors or the person designated by the Assembly. Article 17. The notifications for ordinary meetings will be performed fifteen (15) calendar days in advance and the extraordinary with five (5) calendar days in advance. The notifications for ordinary and extraordinary meetings will be performed by the President and/or Board of Directors via or the communication mean available, which will be directed to the members and must include date, hour and subject to be addressed (agenda). If the General Assembly is summoned and the meeting is not held due to lack of quorum, one (1) hour will be waited in order to carry out the meeting with a cumulative number of members which represent at least thirty (30%) of the total members cleared. Article 18. The following are the duties of the General Assembly:

7 a. Elect the Assembly Secretary. b. During the assembly, after electing secretary, the listings of the interested will be recorded to participate in the election of the Board of Directors, prior verification of the membership status. c. Elect the Board of Directors members for a term of two years, who will determine its regulations. d. The new president of the Board of Directors will inform ISPOR-CO s Board of Directors the names of the new members to the following address: 3100 Princeton Pike Building 3E, Lawrenceville. N J, USA 08648, or by to: info@ispor.org e. Watch for the correct operation of ISPOR-CO f. Elect fiscal auditor. g. Study income and expenses budget for approval. h. Determine ISPOR-CO s general orientation. i. Decide about the change of domicile. j. Authorize the entities alienation of properties. k. Approve bylaws amendments, dissolution and winding up of ISPOR-CO. l. All other stipulated by Law. m. Delegate participation by power of attorney. n. The members representing institutions, organizations and universities will have a representation of one vote in decisions making. Board of Directors Article 19. The Board of Directors will be integrated by seven members that are: President, Vice President, Secretary, Treasurer and three Members elected in the Assembly for a term of two years as of their election. Two of members of ISPOR COLOMBIA s Board of Directors will be members of ISPOR INTERNATIONAL. The members representing institutions, organizations and universities will have a representation of one vote in decisions making. Article 20. Duties of the Board of Directors a) Ordinarily meet at least once every two months. b) Extraordinarily meet when requested in writing by two of its members, the legal representative or fiscal auditor. c) Notify the Assembly s ordinary and extraordinary meetings via or other communication mean available. d) Discuss and decide with the votes of the majority of its members. e) Submit to ISPOR-CO Assembly and members a schedule of the academic activities. f) Create an academic network between members which allow the exchange of information regarding ISPOR-CO, work documents progress reports, updating on relevant academic studies and discussions, news of interest and exchange of knowledge online.

8 g) Evaluate, elect and recommend academics, natural or legal persons with eligibility to exercise functions related to ISPOR-CO activities. Article 21. The Board of Directors will be elected by the General Assembly for a term of two years and by a voting system through listings, previously registered before the Assembly s secretary. Article 22. Duties of the President: a. Act as legal ISPOR-CO s representative b. Represent ISPOR-CO in all the events and activities to which he/her is invited. c. Make part of societies or associations in ISPOR-CO s competence area. d. Convoke and direct ISPOR-CO s Board of Directors e. Schedule, execute and evaluate activities and academic events performed by ISPOR-CO. f. Watch for the good administration of ISPOR-CO, complying and make comply the bylaws and decisions taken by the Board of Directors. g. Notify the ordinary and extraordinary sessions of the General Assembly and execute its agreements. h. Celebrate all type of acts or contracts up to the amount authorized by the Board of Directors, oriented to the development and fulfillment of ISPOR-CO social objective. i. Adopt prior deliberation of the Board of Directors the agreements necessary to carry out ISPOR-CO s purposes; j. Perform with approval of the Board of Directors other activities which are no explicitly stipulated in the Bylaws. k. Provide an annual management report to the Assembly. l. Propose candidates to replace unoccupied positions in the Board of Directives during his/her period. m. The president s office should be open to any member of ISPOR-CO. n. Must inform the activities and financial transactions to ISPOR s Board of Directors prior to ISPOR s annual meeting. Article 23. Duties of the Vice President: a. Represent ISPOR-CO as Vice President. b. Substitute the President in case of absence. c. Substitute the President in temporal or absolute absences exercising the same duties, attribution and responsibilities according to the Board of Directors regulations. d. Act as the legal representative substitute of ISPOR-CO. e. The other functions assigned by the President. f. His/her office must be open to any ISPOR-CO member. Article 24. Duties of the Secretary: a. Attend the Assemblies and sessions requested by the Board of Directors, writing the corresponding minutes, which will be filed in the corresponding book and will be signed with the President.

9 b. Sign with the President the communications and any other ISPOR-CO document. c. Notify the Board of Directors sessions. d. Keep in agreement with the Treasurer the record of Members, as well as the Minutes book of assemblies and sessions of the Board of Directors. e. Submit a copy of each meeting minute to ISPOR s Executive Direction addressed to ISPOR, 3100 Princeton Pike Building 3E, Lawrenceville NJ, USA 08648, or by to: info@ispor.org f. Validate the rights of the affiliated members for their participation in the Assembly s decisions. Article 25. Duties of the Treasurer: a. Keep the Members Register with the Secretary, taking care of everything related to the collection of contributions. b. Keep the accounting books. c. Annually prepare the inventory, general Statement and Loss and Profit Statements which must be submitted for the approval of the Board of Directors and the submission before the Ordinary General Assembly. d. Sign with the President the receipts and other treasury documents. e. Inform ISPOR-CO economic status to the Board of Directors and fiscal auditing each time it is demanded. f. Transfers, checks and other documents for funds movements must be jointly signed with the President. g. Maintain his/her office open to any ISPOR-CO member. Article 26. Legal Representative ISPOR-CO s Legal Representative will be the President appointed by the Board of Directors for a term of two (2) years. Chapter VI Dissolution and winding up Article 27. ISPOR-CO will dissolve or wind up due to: a. Expiration of the term b. Incapability to develop its objectives c. Loss of its capital d. Decision of the competent authority e. By decision of the members, taken during the general assembly with the quorum required, a qualified majority of a 75%. f. All other causes stipulated by Law. Article 28. Once the dissolution is decreed, the general assembly will appoint a liquidator or liquidators. While such appointments are not made, the legal representative will act as liquidator.

10 Article 29. Once the winding up work is finished and the liabilities covered, the remnant, in case there is, will pass as a grant to a beneficence entity, or any non-profit organization as determined by the General Assembly. Article 30. All the legal dispositions in force, which are complementary and compatible and that embrace the voids that could occur will be applicable to this non-profit association. Article 31: Bylaws amendments: Any active member of ISPOR-CO may propose an amendment to bylaws, which must be supported by two third parts of ISPOR-CO s members. Every modification must be reported to ISPOR INTERNATIONAL to: 3100 Princeton Pike Building 3E, Lawrenceville. N J, USA 08648, or by to: info@ispor.org Article 32: Indemnity: ISPOR-CO will indemnify ISPOR INTERNATIONAL for damages generated for the bad use of ISPOR s symbols and name. Approval ISPOR-CO bylaws herein were unanimously approved in meeting held on May 31, Election of the Board of Directors members: Two listings of candidates for the election as members of the Board of Directors were put into consideration to the Assembly members: List 1 Rafael Alfonso Juan Carlos López Walter Toro Liz Garavito Santiago Herrán Andrés Monroy Rodolfo Dennis List 2 Juan Camilo González Rafael Alfonso Maria Ximena Rojas Jorge Díaz LISTINGS

11 Liz Garavito Carlos Eduardo Mejia Carlos Izquierdo Voting: The foregoing listings were submitted to consideration of the attendees obtaining for list # 1 a total of 21 votes, for list # 2, 13 in total and one blank vote. The Board of Directors elected to govern ISPOR Colombian Chapter is the following: Rafael Alfonso Juan Carlos López Walter Toro Liz Garavito Santiago Herrán Andrés Monroy Rodolfo Dennis 6. Agenda of ISPOR Colombian Chapter, main working subject matters. 1. Procedures and registration of ISPOR-CO in the Chamber of Commerce 2. Support and participate in the diffusion of the first ISPOR Latin American Congress in Cartagena (September 9-11, 2007). 3. Promote the diffusion of ISPOR-CO, as a specialized organization in the analysis of pharmaeconomic models as instrument for public and private decisions making. Bogotá, May 31, 2007, Club El Nogal. Rafael Alfonso C. ASSEMBLY PRESIDENT Alejandro Bryon ASSEMBLY SECRETARY