STATUTE

TITLE ONE. DENOMINATION. OBJECT. ADDRESS. DURATION

 

ARTICLE 1.- With the name of "Latin American Federation of Associations of Cosmetic Sciences - Felascc-", a non-profit federation of Latin American associations of Cosmetic Chemists is constituted on November 6, 2008, for an unlimited period of time. with legal address in the Autonomous City of Buenos Aires, Argentine Republic.

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ARTICLE 2.- Its purpose is to promote among the cosmetic science associations of Latin American countries the exchange of information related to said sciences, referring to legislation, social action and operational techniques; promote the understanding and unity of opinion of the federated associations regarding the fulfillment of their objectives; advise official and private organizations in relation to the cosmetic sciences and industries; Disseminate publications related to them, designate the dates and venues for holding congresses of the specialty and ensure their proper development.

SECOND TITLE.-CAPACITY. HERITAGE and SOCIAL RESOURCES.

 

ARTICLE 3. The Federation is capable of acquiring rights and contracting obligations. You can acquire movable and immovable property, sell them, encumber them and exchange them; sign contracts of all kinds; operate with public and private banking institutions and, in general, carry out whatever legal act is necessary or convenient for the better fulfillment of its corporate purpose.

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ARTICLE 4.- Its patrimony is made up of the assets that it currently owns and of those that it acquires from now on by any title, and of the resources that it obtains through: a) The ordinary and extraordinary fees paid by the associates; b) The sale of their assets; c) Donations, inheritances, bequests and grants that it receives; d) The income produced by the holding of congresses and publications that it will make related to its object, all in accordance with the non-profit nature of the institution.

TITLE THREE.- ASSOCIATES. CONDITIONS OF ADMISSION. DISCIPLINARY REGIME.

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ARTICLE 5 - The associates will have the denomination of active partners. They include associations that have their legal domiciles in Latin American countries, legal status granted by the competent authorities of the same and whose object refers to cosmetic sciences, it being understood that only one (1) association per country will be recognized and that this country be represented by the president of the association on duty.

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ARTICLE 6.- Active partners have the following duties and rights:

a) Pay the ordinary and extraordinary contributions established by the Assembly;

b) Fulfill the other obligations imposed by this statute, the regulations and the resolutions of the Assembly and the Board of Directors;

c) Participate with voice and vote in the assemblies through their representatives and be these elected to integrate the corporate bodies;

d) Enjoy the benefits granted by the entity.

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ARTICLE 7.- Anyone who has ceased to meet the conditions required by this statute to become an associate will lose their status as associate. The associate who is late in the payment of his annual fee or other established contribution, will be reliably notified of his obligation to catch up with the Social Treasury. After a month without doing so, unless it demonstrates a legal impediment to make the payment, the Board of Directors may declare the defaulter's dismissal. Likewise, the status of associate will be lost due to resignation or expulsion.

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ARTICLE 8 .- The Board of Directors may apply the following sanctions to associates: a) Warning; b) Suspension, whose maximum term may not exceed one year; c) Expulsion. The sanctions will be graduated according to the seriousness of the offense and the circumstances of the case, for the following causes: 1) Breach of the obligations imposed by the statute, the regulation or the resolutions of the Assembly or the Board of Directors; 2) Notorious misconduct; 3) Voluntarily harm the entity, cause serious disorders within it or observe conduct that is notoriously detrimental to social interests, either by resolutions of the federated associations or their representatives in the federation.

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ARTICLE 9.- The disciplinary sanctions referred to in the previous article will be resolved by the Board of Directors, after defending the accused, who in all cases may file an appeal within thirty days of notification of the sanction. for the first assembly to be held. The filing of the appeal will have suspensive effect.

TITLE FOUR.- DIRECTING COMMITTEE and AUDIT BODY

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ARTICLE 10.- The Federation will be directed and administered by an ad Honorem Board of Directors composed of five regular members and three alternates, who will hold the following positions: President, Vice President, Secretary, Treasurer, a regular member, first, second and third alternate member. .

The Audit Body will be made up of a regular Account Auditor and an alternate one.

The mandates of the incumbents and alternates of the Board of Directors and the Supervisory Body will last two years (two years) and may be reelected only once in a row.

These positions will be filled by the presidents on duty of each association.

To integrate the corporate bodies it is required that the represented entity is recognized as an active partner and is without debt with treasury.

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ARTICLE 11.- In case of license, resignation, dissolution of the Association or any other cause that causes the temporary or permanent vacancy of a titular position of the Board of Directors, it will be covered as follows, the vice president replaces the president, for the others Vice President, Secretary and Treasurer positions, the first member will temporarily replace the vacant position.

In the event that the vacant position is the titular member, his position will be replaced by an available alternate member designated by the Board of Directors. These replacements will remain in force until they are ratified in the next assembly. In the case of the Supervisory Body, in the same circumstances, the alternate Auditor will replace the holder. Such replacements will be made for the time of the temporary vacancy or for the remainder of the mandate if it is definitive.

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ARTICLE 12.- When for any circumstance the Board of Directors is unable to form a quorum, once the alternates have been incorporated, the remaining member must call an Assembly within thirty days, which must be held within the following sixty days, for the purposes of integration. In the event of a total vacancy of the body, the Supervisory Body will comply with said call, all without prejudice to the possible responsibilities incumbent on the resigning members. In both cases, the body that makes the call will have all the powers inherent to the holding of the assembly or the elections.

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ARTICLE 13.- The Board of Directors will meet at least once a year and, in addition, when summoned by the President or at the request of the Oversight Body, in the latter cases the meeting must be held within sixty days of formulating the order. The summons will be made to the respective addresses established by the associated entities, thirty days in advance. The meetings of the Board of Directors will be validly held with the presence of at least 3 of its members, requiring the same number for the validity of its resolutions, except for reconsiderations, which will require a minimum vote of four of its members.

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ARTICLE 14.- The powers and duties of the Board of Directors are:

 

a) Execute the resolutions of the assemblies, comply with and enforce the statute and regulations, interpreting them in case of doubt, in charge of reporting to the next Assembly held;

b) Exercise the administration of the Federation ad honorem;

c) Summon Assemblies;

d) Resolve the admission of new partners; ad referendum of the ordinary Assembly;

e) Apply sanctions to associates and declare their dismissal;

f) Appoint the operational personnel necessary for the fulfillment of the corporate purpose, set their salary, determine their obligations, sanction and dismiss them;

g) Present to the Ordinary General Assembly the Report, Balance Sheet, Inventory, Expense and Resource Account, and Report of the Supervisory Body. All these documents must be made known to the associates with the anticipation required by article twenty-two for the call to the Ordinary Assembly.

h) Carry out the acts specified in articles 1881 and corresponding ones of the Civil Code, in charge of reporting to the first Assembly that is held, except in cases of acquisition and disposal of real estate and the constitution of liens on them, in which it will be necessary the prior authorization of the Assembly;

i) Issue the internal regulations necessary for the fulfillment of the purposes of the association, which must be approved by the Assembly and presented to the General Inspection of Justice, for the purposes determined in article 10 inc. k) of Law 22,315 and other pertinent regulations of said control body, without which they may not enter into force. Those regulations that are of simple internal organization are excepted.

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ARTICLE 15.- The Oversight Body will have the following duties and powers:

a) Permanently control the books and accounting documentation, supporting the overturned entries, supervising the administration, checking the state of the cash and the existence of the funds, titles and values;

b) Attend the meetings of the Board of Directors when it deems appropriate, with voice, without vote, not counting their attendance for the purposes of quorum;

c) Verify compliance with laws, statutes and regulations;

d) Annually give an opinion on the Annual Report, Inventory, Balance Sheet and Expense and Resource Account, which must be presented by the Board of Directors to the Ordinary Assembly at the close of the fiscal year;

e) Summon an Ordinary Assembly when the Board of Directors fails to do so, with prior notice to it for a period of thirty days;

f) Request the convocation of an Extraordinary Assembly when it deems it necessary, putting the antecedents that support its request in the knowledge of the General Inspection of Justice, when the Board of Directors refuses to accede to it;

g) Summon, reporting to the control body, an Extraordinary Assembly, when it is unsuccessfully requested by the members of the Board of Directors, in accordance with the terms of article twenty;

h) To monitor the liquidation operations of the federation;

i) In all cases, they must exercise their functions in such a way that they do not interfere with the regularity of the corporate administration.

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TITLE FIVE.- OF THE PRESIDENT, VICE PRESIDENT, SECRETARY, TREASURER AND MEMBERS.

 

ARTICLE 16.- Corresponds to the President or, where appropriate, whoever replaces him statutorily, that is, the Vice President:

a) Exercise the representation of the Federation;

b) Summon the Assemblies and summon the Board of Directors to sessions, and preside over them;

c) Voting in the Board of Directors' meetings like the other members of the body and, in the event of a tie, with a double vote.

d) Sign with the Secretary the minutes of the Assemblies and the Board of Directors, the correspondence and all documents of the entity;

e) Authorize the expense accounts with the Treasurer, signing the receipts and other treasury documents, in accordance with the resolution of the Board of Directors, ensuring that social funds are not invested in objects other than those prescribed by this statute;

f) Direct the discussions and suspend or adjourn the meetings of the Board of Directors and Assemblies, when the order of the same is altered, preventing the normal development of the act;

h) Punish any employee who does not comply with his obligations and adopt resolutions in unforeseen cases that do not admit delay, ad referendum of what the Board of Directors decides at its next meeting.

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ARTICLE 17.- Corresponds to the Vice President or, where appropriate, whoever replaces him by statute:

a) Replace the President.

b) Attend the meetings of the Board of Directors and assemblies with voice and vote as well as the other members of the body.

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ARTICLE 18.- Corresponds to the Secretary or, where appropriate, whoever replaces him:

 

a) Attend the Assemblies and meetings of the Board of Directors, drafting the respective minutes, which will be signed with the President and recorded in the corresponding book; and send information to the rest of the associates

b) Sign the correspondence and all documents of the entity with the President;

c) Summon meetings of the Board of Directors, in accordance with its provisions

d) Keep the Minutes Book and, together with the treasurer, the Associates Registry Book.

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ARTICLE 19.- Corresponds to the Treasurer or, where appropriate, whoever replaces him:

a) Attend the meetings of the Board of Directors and the Assemblies with voice and vote;

b) Keep the Associates Book together with the Secretary, controlling the payment of social contributions;

c) Keep the accounting books;

d) Present quarterly balance sheets to the Board of Directors and prepare annually the General Balance, Expense and Resources Account and Inventory corresponding to the past year that, prior approval of the Board of Directors, will be submitted to the consideration of the Ordinary Assembly;

e) Sign with the President the receipts and other treasury documents, and make the payments resolved by the Board of Directors;

f) Deposit in a banking institution, in the name of the Federation and at the joint order of the President and Treasurer, the funds entered into the social fund, withholding in the same the amounts determined by the Board of Directors to meet immediate expenses;

g) Report to the Board of Directors and the Supervisory Body of the economic status of the entity, when required.

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ARTICLE 20.- Corresponds to the titular Vocal:

a) Attend the Assemblies and meetings of the Board of Directors, with voice and vote;

b) Carry out the commissions and tasks entrusted to them by the Board of Directors.

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ARTICLE 21.- Corresponds to the alternate Members:

a) To become part of the Board of Directors, in the cases and conditions provided for in this statute;

b) They may attend the meetings of the Board of Directors with voice but without vote, not counting their attendance for the purposes of quorum.

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TITLE SIX.- ASSEMBLIES.

 

ARTICLE 22.- There will be two kinds of General Assemblies: Ordinary and Extraordinary.

The Ordinary Assembly will take place once a year, within five months after the close of the fiscal year, the closing date of which will be December 31 of each year, and it must:

a) Consider, approve or modify the Report, the Balance Sheet, the Inventory, the Expenditure and Resources Account and the Report of the Supervisory Body;

b) Elect, where appropriate, the members of the administrative and oversight bodies, holders and alternates;

c) Set the social quota and determine the guidelines for its modification, which will be implemented by the Board of Directors;

d) Deal with any other matter included in the Agenda;

e) Deal with the matters proposed by a minimum of twenty percent of the partners and presented to the Board of Directors within thirty days of the closing of the annual fiscal year.

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ARTICLE 23.- The Extraordinary Assembly will be called whenever the Board of Directors deems it necessary, or when requested by the Supervisory Body or by fifty percent of the members with the right to vote. These requests must be resolved within a term of thirty days and the Assembly held within a term of ninety days, and if the request is not taken into consideration or is unfoundedly denied, the Control Body may be required in the same terms and procedure, who will summon it, or it will proceed in accordance with what is determined in article 10 inc. i) of Law 22,315 or regulation that will replace it in the future. In Extraordinary Assemblies, no other matters than those expressly included in the agenda may be discussed, unless all the members with the right to vote are present and the inclusion of the topic is voted unanimously.

 

ARTICLE 24.- The Ordinary Assemblies will be called by circulars sent to the social headquarters of the partners, with sixty days in advance. The Report, the Balance Sheet, the Inventory, the Expenditure and Resources Account and the Report of the Supervisory Body must be submitted to the members with the same notice. When reforms to the statute or regulations are submitted to the Assembly for consideration, the draft thereof must be made available to the associates with the same deadline. In the Ordinary Assemblies, no matters other than those expressly included in the agenda may be dealt with, unless all the members with the right to vote are present and vote by simple majority.

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ARTICLE 25.- The Assemblies will be held validly, one hour after the one set in the call, even in cases of reform of the bylaws, regardless of the number of concurrent partners, if the absolute majority of the partners had not already met with right to vote. They will be chaired by the President of the Board of Directors or, failing that, by the Vice President, or by the partner designated by the Assembly by an absolute majority of the votes cast.

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ARTICLE 26.- Resolutions will be adopted by an absolute majority of the votes cast, except when this statute expressly refers to other majorities. No member may have more than one vote; the members of the Board of Directors and the Supervisory Body may not vote on matters related to their management. Those who join after the act has started will only have a vote on the points not yet resolved.

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ARTICLE 27.- With the anticipation provided by article 24, the associates at their respective headquarters will be made aware of the list of those who are in a position to intervene. Claims may be made five days before the event, which must be resolved within the following two days. Those who, despite not being up-to-date with the Treasury, have not been effectively discharged and paid all of their debt until the initiation of the act will not be excluded from the register. For the election of authorities, the system of direct and secret vote per position is adopted. The postulates will be presented in the Assembly to the positions to be renewed by an absolute majority and if this is not achieved in the first vote, the first two majorities will be taken and a new vote will be carried out in this case by a simple majority.

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ARTICLE 28.- The Assembly may not decree the dissolution of the Federation as long as there is a number of associates willing to support it, covering the titular positions (six associations) that enable the regular functioning of the corporate bodies.

If the dissolution becomes effective, the liquidators will be appointed, who may be the Board of Directors itself or any other committee of associates designated by the Assembly.

The Supervisory Body must monitor the liquidation operations of the entity. Once the debts have been paid, the remaining assets will be allocated to a common good institution with legal status, domiciled in the country and recognized as exempt from all taxes by the Federal Administration of Public Revenue or an agency that will replace it in the future. The recipient of the remaining assets will be designated by the dissolution Assembly.