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Statutes

International Union of Basic and Clinical Pharmacology

STATUTES
Approved by the General Assembly of the Council
Kyoto, Japan in 2018

  1. NAME AND ADDRESS
    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 represents all aspects of pharmacology in its broadest sense from theoretical to clinical pharmacology worldwide. IUPHAR is a Scientific Union Member of the International Science Council (ICS). IUPHAR is a non-profit Society according to Article 60 ff. of the Swiss Civil Law in Basel, Switzerland. Its seat is at the University of Basel.
  2. AIMS AND FUNCTIONS OF IUPHAR
    1. The object of the International Union of Basic and Clinical Pharmacology is to foster international cooperation in pharmacology by:
      1. promoting cooperation between societies representing pharmacology and related disciplines throughout the world;
      2. sponsoring international and regional congresses and meetings and helping in their organization by establishing advisory committees;
      3. helping in all ways the development of pharmacology throughout the world, particularly in emerging economies;
      4. encouraging international cooperation and free exchange of scientists and of ideas in research in accordance with ISC Statute 5 concerning non-discrimination with regard to race, religion, political philosophy, ethnic origin, citizenship, language or gender;
      5. acting as a body through which pharmacologists can participate with scientists from other disciplines in international activities either directly or under the aegis of international scientific bodies such as ISC, the World Health Organization (WHO) and the United Nations Educational, Scientific and Cultural Organization (UNESCO);
      6. promoting programmes of public awareness on pharmacological issues.
    2. For these purposes, IUPHAR shall have the power to:
      1. establish and dissolve committees or working groups for special subjects or objectives;
      2. nominate representatives for special purposes;
      3. organize and sponsor congresses, conferences, symposia, meetings and workshops;
      4. promote and sponsor publications in pharmacology and related disciplines;
      5. enter into relations with other scientific organizations and, in general, develop any activity which seems helpful to the promotion of its declared objectives.
  3. RESOURCES
    1. IUPHAR has the following resources for pursuing its purpose:
      1. Membership dues
      2. Income from events
      3. Subsidies
      4. Income from service agreements
      5. Donations and benefits of all kinds
    2. 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 and justified request.
    3. The membership dues for Full Members are collected by the national professional association.
      A Full Member shall pay proportional annual dues according to the number of individuals constituting its Membership. The dues are determined by number, and there is no upper limit. The Council will determine at each General Assembly the value of the dues and the currencies in which it is to be expressed for the next four years. Data from the World Bank are used for reference. The Council shall delegate to the Executive Committee the authority to vary the dues unit by an amount necessary to maintain its value in the interval between meetings of the General Assembly.
    4. The Executive Committee shall recommend appropriate annual subscriptions for Associate Members.
    5. The appropriate annual minimum dues for Corporate Members will be determined by the Executive Committee.
    6. 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
    1. Membership shall consist of Full Members, Associate Members And Corporate Members.Full Members of IUPHAR shall consist primarily of national and regional societies in basic and/or clinical pharmacology and related disciplines. A national or regional society must be acknowledged as a main pharmacological organization of the country or region represented. There may be more than one member from a country or region if they represent areas distinctly separated geographically and with independent budgets for scientific purposes. Associate Members shall consist of scientific societies, multinational regional associations, charities and other nonprofit organizations interested in the advancement of pharmacology. Corporate Members shall consist of incorporated businesses whose activities are related to pharmacology and which wish to support the scientific activities of IUPHAR.
    2. The minimum number of individuals to constitute a Full Member shall be twenty pharmacological scientists.
    3. When a national society is formed by a country that formerly participated in a regional organization, and the national society is admitted as a Full Member, its individual scientists shall no longer be considered as participants in the regional organizations for the purpose of determining the size of the latter.
    4. Applications for membership are to be sent to the SecretaryGeneral. The Secretary-General shall submit such applications to the Membership Committee to study, investigate and report thereon to the Executive Committee for its consideration and approval.
  5. TERMINATION OF MEMBERSHIP
    1. Membership is terminated as a result of the withdrawal, expulsion or dissolution of the Member’s underlying association or organization.
  6. WITHDRAWAL AND EXPULSION
    1. Members may withdraw from the Society to the end of the calendar year. A written request to withdraw from the Society must be submitted to the Executive Committee no later than 31 October of the year of withdrawal. The full membership dues must be paid for partial years.
    2. A member can be expelled from the Society by the Executive Committee at any time for breaches of these Statutes or breaches of the objectives of the Union.
    3. The Executive Committee makes the expulsion decision. The member can appeal the expulsion decision to the General Assembly. The member is entitled to a hearing before being expelled.
    4. If a member does not pay its dues for more than three years, it will be expelled automatically. The foregoing does not apply to members exempted from membership dues pursuant to point III.2.
  7. BENEFACTORS
    Benefactors shall consist of individuals who wish to support the scientific activities of IUPHAR. They shall be recognized in any appropriate way.
  8. STRUCTURE
    1. The structure of IUPHAR shall accommodate the dynamic and diverse nature of pharmacology through an organization permitting increasing levels of size, maturity and independence. Any person who is a member of a society or other organization that is in formal association with IUPHAR may participate in any or all of the entities in IUPHAR. Those entities shall be Sections and Divisions.
    2. A Section may be established by the Executive Committee either on its own initiative or in response to a request. Normally, this would occur when an area of pharmacology has developed to the point at which a substantial number of pharmacologists are active in the area and for whom the progress in the area would be aided by a formal structure. To initiate a Section, the Executive Committee shall appoint officers who shall prepare a formal proposal for presentation to the Executive Committee for approval. The proposal shall include rules of procedure for electing officers and include an outline of the aims, functions and membership of the Section. A duly established Section is entitled to two voting Delegates to the General Assembly of the Council. The activity of the Section will be reviewed periodically by the Executive Committee. Based upon this review, the Executive Committee decide whether this section should be continued or dissolved. The Sections shall have a Section Executive Committee. It shall consist of the Chair, the Vice-Chair, the Secretary, the Treasurer and four or more additional members, ensuring appropriate global and gender representation. The Section Executive Committee shall be elected for a period of four years at the business meeting of the respective Section during the World Congresses. The Chair represents the Section, conducts its business and reports yearly to the Executive Committee of IUPHAR. The Secretary supports the Chair in this task by proper execution of the affairs of the Section. The Treasurer shall be responsible for the finances of the Section and will prepare an annual financial report to the Treasurer of IUPHAR.
    3. A Division may be established by the Council on petition by a Section to change its status to a Division. This may be done when a Section has been in existence for a minimum of four years and has demonstrated a capacity for substantial independent activity and international participation. The Council shall be advised by the Executive Committee of IUPHAR. The petition shall include the rules of procedure and governance of the Division including the procedure for the election of officers and include an outline of the aims, functions and membership of the Division. A duly established Division is entitled to four voting Delegates to the General Assembly of the Council.
    4. The activity of the Division will be reviewed periodically by the Executive Committee of IUPHAR. Based upon this review, the Executive Committee will recommend to the Council whether the Division should be continued, dissolved or have its statutes changed. Between World Congresses the business of a Division shall be conducted by a Division Executive Committee consisting of the Chair, the Vice-Chair, the Secretary, the Treasurer, the Past Chair and eight Councilors. The Division Executive Committee represents the Division, conducts the business and prepares a yearly report for the Executive Committee of IUPHAR together with the Secretary. The Treasurer is responsible for the finances and prepares an annual financial report to the Treasurer of IUPHAR.
  9. BODIES OF THE SOCIETY
    1. The Bodies of the Society are:
      1. The Council
      2. The Executive Committee, consisting of:
        1. the Executive Officers
        2. the remaining Members of the Executive Committee
      3. The internal Auditors
      4. The external Auditors
      5. The International Advisory Board
      6. The Advisory Committee
      7. The Finance Committee
      8. The Nominating Committee
      9. The Membership Committee
  10. COUNCIL
    1. The effective body of IUPHAR is the Council. The Council shall consist of Delegates appointed by each Member, Division and Section, together with the Executive Committee.
    2. Before each General Assembly of the Council, each Member, Division and Section shall appoint new Delegate(s) to the Council. The names of the Delegates shall be forwarded to the Secretary-General by the responsible officers of the Members, Division and Sections, not less than three months before the next General Assembly. Only Delegates so designated shall have voting rights on the Council, except that by official written notice to the Secretary-General, a Member, Division or Section may appoint an alternate delegate to serve in the case when a regular delegate cannot be present at a particular meeting. Half of the Delegates shall constitute a quorum for the conduct of official business, but in the absence of a quorum any number shall be sufficient to adjourn to a fixed date. The delegates retain their appointment until the next General Assembly.
    3. The Council shall hold a General Assembly at each World Congress of Basic and Clinical Pharmacology. For special reasons the President may with the consent of the Executive Committee summon an extraordinary meeting of the Council. The President is obliged to do so at the written request of at least onethird of the Delegates.
    4. Upon the written request of at least 1/5 of the members, an Extraordinary General Assembly may be requested at any time, with the request stating the purpose of the meeting. The Extraordinary General Assembly must take place no later than 12 weeks after submission of the written request.
    5. The Council may be asked to vote by the Executive Committee by electronic mail. The quorum will be the same as for the conduct of official business at the General Assembly.
      Each Delegate must provide the Executive Committee with an address (email address) where the Executive Committee can reach it for the period between two General Assemblies. The Executive Committee must be notified of changes to the Delegates by email.
    6. The number of Delegates to the Council shall be related to the number of pharmacological scientists represented by each Member. There shall be one Delegate for every 300 pharmacological scientists or fraction thereof. The total number of Delegates shall not exceed ten for any Full Member. There shall be one Delegate appointed by each Associate and Corporate Member, two Delegates appointed by each Section and four Delegates appointed by each Division. Officers of Members, Sections, Divisions attend as Official Guests but are not entitled to vote, except if appointed as Delegates.
    7. Tasks and duties of the General assembly
      1. Approval of the minutes of the last General Assembly
      2. Approval of the verbal annual report presented by the Executive Committee
      3. Receipt of the audit report from the internal and external auditors and approval of the annual financial statements
      4. Discharge of the Executive Committee
      5. Election of the Executive Committee
      6. Appointment of the internal auditor
      7. Appointment of the external auditor
      8. Election of the nomination committee
      9. Amendment of the Statutes
      10. Decision on expulsions of members
      11. Resolution on the dissolution of the Union and on the utilization of the liquidation proceeds
    8. A record of the resolutions passed by the General Assembly will be kept.
  11. EXECUTIVE COMMITTEE
    1. The Council shall elect by closed majority vote of its General Assembly an Executive Committee consisting of: a President, First and Second Vice Presidents, a Secretary-General, a Treasurer and five Councilors. The immediate Past President of IUPHAR and the Chair of each Division shall be members ex officio of the Executive Committee. Election shall be from a slate of nominees presented by the Nominating Committee. Suggestions for nominations may be sent to the Secretary-General, to be forwarded to the Nominating Committee not later than one year before the date of election. Nominations may also be initiated from the floor at the General Assembly.
    2. The members of the Executive Committee shall be elected for a period of four years and may be reelected to the Executive Committee for a further fouryear period. After completion of two consecutive fouryear terms, if not elected to the office of President, members of the Executive Committee are not eligible for further service on the Executive Committee until after an interval of at least four years.
    3. In the event that a member of the Executive Committee is unable or unwilling to carry out the responsibilities of the position, the Executive Committee by a twothirds majority may end that individual’s term of office. The Nominating Committee will then be asked to select a qualified individual to fill the remainder of the term, and this nominee will be ratified by a twothirds vote of the Executive Committee.
    4. The Executive Committee shall appoint from among its members the representatives of IUPHAR to ISC and WHO, and may also appoint representatives to other organizations with specified liaison responsibilities.
    5. The powers and responsibilities of the executive Officers (President, Secretary-General and Treasurer) shall include, but not be limited to the following:
      1. The President shall preside at meetings of the Executive Committee and the Council and, with the Secretary-General, prepare their agenda; be a member ex officio of the Division, Sections and (except Nominating and Membership) committees; have authority to sign and execute contracts, agreements, and other legal documents in the name of IUPHAR under such circumstances as shall be indicated by the Executive Committee or the Council; represent IUPHAR in all proper ways ; and, calling on other members of the Executive Committee as appropriate manage the affairs of IUPHAR between meetings of the Executive Committee.
      2. It shall be the responsibility of the First or Second Vice-President, in that sequence, to preside at meetings of the Executive Committee or of the Council in the absence of the President, and to undertake any other duties of the office which the President is unable to discharge.
      3. The Secretary-General shall keep IUPHAR’s records; maintain relationships with organizations adhering to IUPHAR; and with the President prepare the agenda of the meetings of the Executive Committee and of the Council. The Secretary-General shall submit a report of the activities of IUPHAR to the Council at least three months in advance of its General Assembly.
      4. The Treasurer shall be in charge of the finances of IUPHAR and shall prepare annual budgets and accounts for the Executive Committee and an annual financial report to be circulated to all Members after approval of the Auditors.
    6. If the Society is unable to act or it seems likely that it will be unable to act, the Executive Committee shall have the authority to take all measures to restore the ability to act or to prevent the impending inability to act. All measures that need to be taken by the Council as a matter of law remain reserved.
      The Executive Committee shall inform all of the Society’s bodies immediately by email of any emergency measures taken.
      The effectiveness of all emergency measures taken by the Executive Committee shall be limited to the period until the next regular General Assembly. If the emergency measures taken are not confirmed by the members at the next regular General Assembly, the measures shall be rescinded.
  12. INTERNAL AUDITOR
    1. The Council shall elect at its General Assembly two internal Auditors whose duty it shall be to study the accounts of the Treasurer and report their findings thereon to the Executive Committee and the General Assembly. The election shall be from a slate of nominees presented by the Executive Committee. Nominations may also be initiated from the floor.
    2. The internal auditor reviews the income and expenses to ensure that they are credible and provides a written report to the General Assembly.
    3. The internal auditor provides its report independently of the external auditor. In the event of any discrepancies between the reports from the internal and external auditors, the results of the external auditor shall be binding.
    4. In particular, the report from the internal auditor shall be used to analyse and improve processes.
  13. EXTERNAL AUDITOR
    1. The members appoint the external auditor at the General Assembly. The external auditor is appointed from a list of candidates presented by the Executive Committee at the General Assembly.
    2. One or more natural persons or legal entities or partnerships may be appointed who meet the requirements of the Auditor Oversight Act of 16 December 2005 and are independent pursuant to the terms of Art. 69b, para. 3 of the Swiss Civil Code in conjunction with Art. 729 of the Swiss Code of Obligations (CO) may be appointed as external auditor.
    3. The external auditor reviews the accounts in accordance with the provisions on limited audits pursuant to Art. 729 ff. CO.
    4. The external auditor provides a report and recommendation to the Executive Committee for the attention of the General Assembly.
    5. The external auditor’s term is four years. It may be re-appointed.
  14. OTHER COMMITTEES
    1. International Advisory Board
      To encourage and help in the organization of each World Congress of Pharmacology, the Executive Committee of IUPHAR shall appoint an International Advisory Board, the President of IUPHAR being Chair ex officio. Membership of the International Advisory Board shall include the President of the Congress Organizing Committee and others with relevant experience noting the need to achieve equitable geographical distribution and representation of the main fields of pharmacology. The International Advisory Board shall collaborate with the Congress Organizing Committee in determining the general form of the Congress, the number and topics of the symposia, the Congress lecturers and other important scientific matters.
    2. Advisory Committee
      For all meetings held under the auspices of IUPHAR, the Executive Committee shall appoint the appropriate Advisory Committee.
    3. Finance Committee
      For each World Congress of Basic and Clinical Pharmacology, there shall be constituted a Finance Committee comprising the current IUPHAR Treasurer (who shall be Chair) and the President of IUPHAR, the Congress President and two other members of the Congress Organizing Committee. The IUPHAR Finance Committee shall, in advance of the Congress, determine financial circumstances and conditions relating to the making and repayment of loans and the distribution of any surplus or loss arising on the Congress taking due note of the risks and benefits shared by IUPHAR and the Congress Organizers and to resolve any other financial matters between IUPHAR and the Congress Organizers.
    4. Nominating Committee
      The Council shall elect by closed majority vote by delegates at its General Assembly a Nominating Committee of at least five individuals no more than one of whom may come from a given Member. The Chair and the Vice-Chair shall be chosen from among the past members of the Executive Committee. The election shall be from a slate of nominees presented by the Executive Committee. The Committee shall develop a slate of nominees for the election of the Executive Committee at the next General Assembly of the Council, giving due consideration to geographic diversity, gender distribution and balance of basic and clinical pharmacologists. Nominations may also be initiated from the floor notwithstanding that the proposed slate of nominees shall have been distributed to delegates and officers of member societies by the Secretary General not less than two months before the General Assembly of the Council.
    5. Membership Committee
      The Executive Committee shall appoint a Membership Committee and name its Chair. The Membership Committee shall consist of three to five individuals no more than one of whom may come from a given Member, Division or Section. The Membership Committee shall study, investigate and report to the Executive Committee on applications for membership of IUPHAR in its various categories, proposals for the establishment of Sections or Divisions, or proposed actions for deaffiliation and withdrawal from IUPHAR.
    6. The Executive Committee shall have the power to appoint any other Committee deemed necessary.
  15. CIRCULAR RESOLUTIONS
    1. All bodies may pass resolutions by means of circular resolution.
    2. Requests to pass a resolution by means of a circular resolution must be submitted to the Executive Committee.
    3. Motions by circular means must be initiated electronically. The response must be received electronically within 30 days. If there is no response within 30 days, an abstention will be recorded.
    4. The same quorums apply for resolutions by means of circular resolution as for verbal resolutions pursuant to these Statutes.
    5. The amendment of the Statutes by means of circular resolution requires the consent of half of all members.
    6. The results of the circular resolution shall be communicated to the members of a body electronically no later than 10 days after the deadline for responses has passed. The results must be documented at the next General Assembly.
  16. SIGNING AUTHORITY
    The Executive Committee stipulates that two signatures are required for the signing authority to be valid.
  17. LIABILITY
    The liability of the Society is limited to the Society’s assets. Personal liability on the part of the members is excluded.
  18. DISSOLUTION OF THE SOCIETY
    1. The Society may be dissolved by resolution of a regular or extraordinary General Assembly. A two-thirds majority of the Delegates present is required for the dissolution of the Society.
    2. If the Society is dissolved, its assets shall be given to another legal entity domiciled in Switzerland for charitable or public benefit purposes. Distribution of the Society’s assets among members is excluded. This provision is irrevocable.
  19. ENTRY INTO FORCE
    These Statutes were approved by the General Assembly on <Date> 2018 and they entered into force on this date.
  20. ENGLISH TRANSLATION
    The German version of these statutes shall be decisive. The English version is just a convenience translation.