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Statutes

International Union of Basic and Clinical Pharmacology

STATUTES
Approved by the General Assembly of the Council
Virtual, August 2021

1) Name and Seat
The name of this organization shall be the “International Union of Basic and Clinical Pharmacology”
The official abbreviation of this name shall be “IUPHAR”. IUPHAR is a non-profit Society according to Article 60 ff. of the Swiss Civil Law with its seat in Basel, Switzerland.

2) Aims and functions of IUPHAR
Object
IUPHAR is a Member of the International Science Council (ICS). The object of IUPHAR is to support pharmacology research and education, and their application to improve global health.

This will be accomplished by:

  • Fostering basic and clinical pharmacology as a translational discipline by extending its reach into all aspects of healthcare.
  • Enhancing the status of pharmacology as a leader among the biomedical sciences.
  • Increasing public awareness of pharmacology.
  • Expanding IUPHAR databases and guides, serving as an international point of reference and standardisation for drug discovery, drug development and education.
  • Promoting rational and safe use of therapeutic agents as well as personalized medicine.
  • Contributing to the development of valuable new therapeutic agents.
  • Initiating, supervising and promoting the World Congress of Pharmacology.
  • Encouraging the development of basic and clinical pharmacology in resource limited countries.
  • Supporting education in all aspects of pharmacology.
  • Developing the careers of Early Career Pharmacology Researchers.
  • Serving as a pharmacological reference point with regulatory agencies, WHO and related organizations.
  • Coordinating and facilitating pharmacological responses in the face of global healthcare emergencies.

Powers
For these purposes, IUPHAR shall have the power to:

  • establish and dissolve committees, sub-committees, sections, working groups or any other such group;
  • nominate representatives for special purposes;
  • organize and sponsor congresses, conferences, symposia, meetings, workshops or any other such gatherings of people, any of which may take place through electronic means
  • promote and sponsor publications in pharmacology and related disciplines;
  • enter into relations with other scientific organizations and,
  • in general, develop any activity which seems helpful to the promotion of its Object

3) Resources
IUPHAR has the following resources for pursuing its purpose:

  • Membership dues
  • Income from events
  • Subsidies
  • Income from service agreements
  • Donations and benefits of all kinds

Membership dues are charged to all Members. Members who are not able to pay the membership dues may be exempted from the membership dues by the Executive Committee after submitting a written request.

A Full Member shall pay annual dues according to a scale based on the number of individuals constituting its Membership. The units of the scale shall be calculated using a methodology determined by the Executive Committee and set out in IUPHAR’s Operating Procedures.

The Executive Committee shall propose the amount and currency of the membership fees for all members as well as appropriate annual subscriptions for Associate Members and Corporate Members for approval by the Council.

The financial year shall be the calendar year. Annual dues shall be paid from the 1 January of the calendar year following the election of a Member.

4) Membership
Categories of Members
Membership shall consist of Full Members, Associate Members and Corporate Members.

Full Members of IUPHAR shall consist primarily of national and regional societies for pharmacology and related disciplines. There may be more than one Full Member from a country or region if they represent areas distinctly separated geographically or scientifically, and with independent budgets for scientific purposes.

Associate Members shall consist of scientific societies, multinational regional associations, charities and other non-profit organizations interested in the advancement of pharmacology.

Corporate Members shall consist of incorporated businesses whose activities are related to pharmacology and who wish to support the scientific activities of IUPHAR.

Membership requests must be submitted to the Executive Committee, which determines whether or not the application is successful.

Termination of membership
Membership is terminated as a result of the withdrawal, expulsion or dissolution of the Member’s underlying association or organization.

Withdrawal and expulsion
Members may withdraw from the Society at any point, by submitting written notice to the Secretary General. The full membership dues must be paid for partial years.

A Member can be expelled from the Society by the Executive Committee at any time for breaches of these Statutes or breaches of IUPHAR’s object.

The Executive Committee makes the initial expulsion decision. The Member can appeal the expulsion decision to Council, which will decide on the expulsion considering the views of the Member concerned.

If a Member does not pay its dues for more than one year, it will be expelled automatically unless exempted from dues by provision of Chapter 3

5) Structure
Bodies of the society
The Bodies of the Society are:

  • The Council
  • The Executive Committee and its Subcommittees
  • The Auditors (if requested by law)
  • Groups below the Exec Committee, as set out in Purposes above

Council
The Council is the supreme body of IUPHAR. The Council shall consist of the Full Members of IUPHAR.

Voting rights and quorum
The Full Members shall have a number of votes according to a scale based on the number of individuals constituting its Membership. The units of the scale shall be calculated using a methodology determined by the Executive Committee and set out in IUPHAR’s Operating Procedures.

The Full Members may each be represented by a proxy exercising its voting rights using a written proxy voting form as set out in the Operating Procedures.

At least a two-thirds majority is required to amend these Statutes or to dissolve IUPHAR. A simple majority is required for all other resolutions.

A General Assembly shall be quorate if representatives of Full Members representing at least 30% of the voting rights of Council are present or validly represented. If the quorum is not met, a second General Assembly shall take place but no later than six weeks after the first.

Convening the General Assembly
The Council shall hold a General Assembly at least every two years and at every World Congress of Basic and Clinical Pharmacology

The President may, a) with the consent of the Executive Committee or b) upon a written request of Full Members representing at least 20% of the voting rights of the Council, stating the purpose of the meeting, summon an Extraordinary General Assembly to be held as a virtual meeting. Notice of at least three weeks must be given to Council. The Extraordinary General Assembly is to take place within 12 weeks of the receipt of such a written request by Full Members.

Full Members representing together at least 10% of the voting rights of the Council may demand that an item be placed on the agenda. Items are placed on the agenda by written request, including details of agenda items and motions.

The notice convening the General Assembly must include the agenda items and the motions of the Executive Committee and the Full Members who have requested that a general meeting be called or an item be placed on the agenda.

Nothing in these Statutes is to be taken to preclude the holding and conducting of a General Assembly by such suitable electronic means as the Executive Committee may decide. Such electronic means must provide for the representatives of Full Members who are not present together at the same place to be able to communicate with all the other participants simultaneously, and to vote during the General Assembly.

Voting on resolutions between General Assemblies (Circular Resolutions)
The Executive Committee may, whenever it deems necessary, or whenever Full Members representing together at least 20% of the voting rights of the Council so require, ask Council to vote by electronic means between General Assemblies. For such a resolution to be validly carried, at least 20% of voting rights must be exercised and the appropriate majority of votes cast in favour of the resolution.

The deadline for submitting votes must be at least one week after the request to vote is made.

Details about the process of circular resolutions shall be set out in the Operating Procedures.

Tasks and duties of Council at the General Assembly

  • Approval of the minutes of the last General Assembly
  • Approval of the oral annual report presented by the Executive Committee
  • Receipt of the audit report, if applicable
  • Approval of the annual financial statements
  • Appointment and Removal of members of the Executive Committee
  • Approval of the Executive Committee’s actions and discharge from its responsibilities
  • Appointment of the auditors, if required
  • Amendment of the Statutes
  • Decision on expulsions of Members
  • Resolution on the dissolution of the Union and on the utilization of the liquidation proceeds

A record of the resolutions passed by Council shall be kept.

Executive committee
The executive power of IUPHAR shall be vested in the Executive Committee, which shall be responsible for managing the business of IUPHAR.

The Executive Committee shall consist of a minimum of ten members and a maximum of fourteen members, including four Officers. These Officers shall be the President, the President-Elect, the Secretary-General and the Treasurer.

The Executive Committee shall determine roles on the Committee as required to manage the business of IUPHAR.

Election to the Executive Committee
The Council elects the members of the Executive Committee every two years by electronic ballot, starting in 2022. Notice of at least three weeks must be given to Council before the period for submitting votes starts. The deadline for submitting votes must be at least one week after the start of the voting period.

Each Full Member is entitled to suggest possible candidates for the Executive Committee. The selection of candidates to be considered for election to the Executive Committee shall be made by a Nominations Committee which shall include two representatives from Full Members. The composition and terms of reference of the Nominations Committee are set out in the Operating Procedures.

The two representatives from Full Members in the Nominations Committee may not be currently members of the Executive Committee, nor may they have been a member of the Executive Committee in the four years previous to the date of their appointment to the Nominations Committee.

Deadlines and processes for electing members of the Executive Committee, from advertising positions to announcing successful candidates, shall be set out in the Operating Procedures.

Terms of Office of members of the Executive Committee
A term of office shall be four years in general. A year shall begin on July 1st. However, the President and President Elect each have terms of only two years, with the President Elect automatically becoming President two years after their appointment.

The members of the Executive Committee shall be elected in rotation, such that half of the Executive Committee (or as close to half as possible) is appointed at a General Assembly and the other half two years later.

In order to start this sequential election at the General Assembly 2022, half of the Executive Committee will be appointed for four years (including Treasurer) and half for only two years (including Secretary General). To allow continuity in the transition period, the President and Secretary General holding those positions at the time of the election in 2022 may be re-elected for two further years until 2024.

An individual may be re-elected to the Executive Committee for a second term of four years. No-one may serve on the Executive Committee for longer than two consecutive terms unless they are elected to an Officer position, which they may hold for one term of four years.

After two consecutive terms, or three in the case where a member of the Executive Committee is elected to an Officer position, the individual is not eligible to be re-elected to the EC.

Any member of the Executive Committee who applies for an Officer role must resign from the Executive Committee. The deadlines for resigning and applying for an Officer role are set out in the Operating Procedures.

A member of the Executive Committee may resign at any time, by doing so in writing to the Secretary General.

The Executive Committee may remove one of its members by a two-thirds vote if such a member misses three consecutive meetings or becomes otherwise incapable of fulfilling their duties such as long-term illness.

In the event of a vacancy on the Executive Committee during the term of office, the Nominations Committee will be asked to propose eligible individuals to the Executive Committee to fill the remainder of the term. The Executive Committee shall appoint a person it deems fit for filling the vacant seat. For the purposes of the restrictions on consecutive terms in Chapter 5, this remainder term shall count as a term.

Delegation of Business Management
The Executive Committee shall appoint members as representatives to other organizations as required.

The Executive Committee may delegate the management of part of the association’s business to committees, sub-committees, sections, working groups or any other such group or its Officers in accordance with its Operating Procedures. These Operating Procedures regulate the management of the association’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the association’s internal reporting.

Officers shall have authority to sign and execute contracts, agreements, and other legal documents in the name of IUPHAR. Two Officers are required to exercise this power. Nothing in the Operating Procedures shall remove or alter this power.

Management of the Executive Committee
The Executive Committee shall meet at least four times a year and as frequently as needed to manage IUPHAR’s business. Such meetings may take place by such electronic means as the Executive Committee considers appropriate.

Decisions shall be made by a majority of votes during a meeting or by email or other electronic means between meetings. In the event of a tie, the President has the casting vote.

Minutes of meetings shall be kept.

6) The Auditors
An individual or a legal entity shall be appointed as IUPHAR’s Auditors if required by law.

Auditors are appointed for a period of four years. Re-appointment is permitted.

The Auditors’ report shall be submitted to the Council. The Auditors may check or verify IUPHAR’s accounts at any time.

7) Liability
The liability of IUPHAR is limited to IUPHAR’s assets. Personal liability on the part of the Members is excluded.

8) Dissolution
The Society may be dissolved by a Council vote on a resolution to this effect with a majority of at least two-thirds of the votes present or represented.

If IUPHAR is dissolved, its assets shall be given to another legal entity domiciled in Switzerland for charitable or public benefit purposes in the fields of medicine or science. Distribution of IUPHAR’s assets among its members or members of the Executive Committee is excluded. This provision is irrevocable.

9) Entry into Force
These Statutes were approved by the General Assembly on August 30, 2021 and they entered into force on this date.

10) English Translation
The German version of these statutes shall be decisive. The English version is only a convenience translation.