NAME, NATURE, HEADQUARTERS, DURATION, PURPOSES AND ATTRIBUTIONS
(Name, scope and duration)
- The Association adopts the name of the Angolan Association of Designers and Consultants – abbreviated as “AAPC,”.
- The AAPC is an association governed by private law, nationwide, non-profit, with unlimited duration and endowed with administrative and financial autonomy.
The AAPC has its provisional headquarters in Luanda, at Travessa da Liga Nacional Africana, Nº 3/5, Bairro Urbano District of Ingombotas Province of Luanda, and delegations or other forms of social representation may be constituted in other provincial capitals when deemed appropriate. , convenient or necessary for the pursuit of its purposes.
(Purposes and objectives)
AAPC’s objective is to defend the legitimate interests and rights of its Associates, being responsible, namely:
a) To unite, represent, express and defend the business interests of national service providers providing services in the areas of preparation of studies, architectural and engineering projects and in the technical supervision and inspection of civil construction works and related activities, which may include also other current or future economic activities of similar levels of knowledge and professional nature, or with similar interests, for which there is mutual interest in being in the Association;
b) Constitute itself as an institutional partner of public institutions in order to establish cooperation mechanisms for political and institutional support to private companies and compliance with the provisions of the laws on “Fostering Angolan Private Entrepreneurs”; “Micro, Medium and Small Enterprises Law”; “Regulations on the Exercise of the Activity of Civil Construction and Public Works, Project and Supervision of Works” and the “Public Contracts Law”.
c) Comply with and enforce the ethical and technical guarantees inherent to the quality of associate, for this purpose defining admission conditions and a code of professional conduct, in accordance with the dignity in the profession required for the economic activities represented, and ensuring their observance and discipline;
d) Foster technical-scientific advancement, the quality and development of the services offered, for the benefit of the country, customers and the community in general, with respect for the necessary economic vitality of the Angolan activities represented;
e) Contribute to the development and defense of its members, within the framework of the evolution of the profession in Angola;
f) Defend the interests of its members and ensure their representation with any public or private, national or foreign entities;
g) To promote good understanding and solidarity among its members, as well as the harmonization of their respective interests;
h) Study and publicize all matters of interest to the sector of activity;
i) Give opinions to official entities on matters related to the sector that they request;
j) Study and propose the legal solution of problems concerning the sector of activity;
k) Create and maintain technical information and study services, providing associated companies with the information they request, as well as technical support and consultancy in the manner and conditions that the Board may define;
l) Promote the professional development of associates, managers and employees of associated companies.
In pursuit of its aims and objectives, the AAPC’s duties, without excluding others to be approved at the Meetings, depending on the development of the sector:
a) Promote meetings and conferences, collaborate and participate in those that may be organized by other entities of interest to the sector;
b) Promote exhibitions, through national or international fairs, with goods produced or marketed by the Associates, with a view to promoting the sector of activity;
c) Promote the creation of working groups dedicated to the study of specific problems related to the objectives of the Association and to the analysis and discussion of topics considered relevant for the sector;
d) Organize and maintain consulting services;
e) Act with public and private entities, as well as with public opinion, in the defense of the image of national entrepreneurs, in an appropriate and convenient way;
f) Intervene on behalf of its Effective Associates in the discussion and celebration of collective labor agreements;
g) Participate in the definition of new policies for the sector, in the associative or governmental scope;
h) Constitute and administer funds under the terms that are regulated;
i) Promote and organize professional training actions, with a view to professionally valuing Associates and their managers and workers;
j) Establish and ensure compliance with the rules of professional conduct of the Sector’s activities, taking into account the official regulations and standards issued by professional bodies;
k) Install common support services for Associates, namely in the field of reprographics, computerized accounting and documentation;
l) Publicize the professional activity of consultants in order to raise awareness among the general public and economic agents, in particular as to its importance for sustainable socio-economic development;
m) To promote the development of the associates’ professional skills, sponsoring, among others, measures, actions and training;
n) Create and maintain a documentation center;
o) Providing interdisciplinary action and strengthening the supply of national capacities;
p) Analyze and disseminate national and international legislation and strive for adequate training;
q) Collaborate with other initiatives of interest to promote the activities that the Association represents and defends;
r) Promoting cooperation with public and private entities, studies, seminars, colloquiums or other dissemination activities of interest to associates.
(Relationships with other entities)
- The AAPC will create a permanent working group to interact with the institutional bodies and will seek to establish with other bodies a permanent institutional dialogue, which makes effective the participation of the national business community in the defense of the interests of its members and in particular that of Angolans.
- AAPC will make efforts to create relationships with its counterpart organizations and join national and international organizations.
ASSOCIATES AND DISCIPLINE
(Categories of Associates)
- The Association has three categories of Associates:
2. Founding Associates:
Only companies governed by private law that provide national services for the provision of services in the areas of elaboration of studies, architectural and engineering projects and in the technical supervision and inspection of civil construction works and related activities that have signed the minutes of the Assembly can be Founding Associates Constitutive of the Association.
- Only companies governed by private law that identify themselves with the purpose of the Association and request their admission upon payment of an entry fee and membership fee can be Effective Members.
- If the Association admits as Effective Associates natural persons, who can only be nationals, these members must pay the same fees as the
other Associates who are
- Honorary Associates:
Honorary Members can be national or foreign legal or natural persons, with prestige in activities related to the Association or who, by their activity or by the performance of functions in which they are invested, are distinguished by the relevant contributions made for the benefit of the Association and the purposes pursued by it, as well as public or private legal persons that carry out activities of a technical-scientific nature within the scope of the Association and organizations whose relationship with the Association should be considered especially significant, provided that such quality is recognized by the General Assembly upon proposal of the Directorate.
- The admission of Effective Associates is the responsibility of the Board, which will verify the existence of the requirements referred to in the previous article, and for this purpose, require the interested parties, in case of doubt, to provide proof.
- The Board’s decision may be appealed to the General Assembly, by letter addressed to the Chairman of the Board, within 15 days after notification of the Board, which will place the matter on the agenda of the first subsequent meeting to be held.
- The admission of Honorary Associates is the responsibility of the General Assembly, on a proposal from the Board.
- The Associate who is a legal person will designate, by letter addressed to the AAPC, his representative before the Association, being able to replace him at any time.
- Membership is non-transferable.
- Without prejudice to the provisions of the previous numbers, the admission of associates is dependent on the payment of a fee to be defined.
- Companies can only be admitted as Associates if they have organized accounting and the respective proof of compliance with the obligations towards Finance and the National Institute of Social Security.
(Rights of Associates)
- The rights of all Associates are:
a) Use the Association’s services under the conditions that are established;
b) Receive free of charge all documentation and publications that the Association edits and for which the Board understands that it is not necessary to set a sale price;
c) Attend conferences, seminars or participate in study trips that the Association promotes under conditions of special advantage that may be granted to them;
d) Submit in writing to the Board any suggestions that they deem of interest to the Association and the sector;
e) Enjoy all other perks, benefits and guarantees that are attributed to them by the Statutes.
2. Honorary Associates may participate in the General Assembly meetings, however, they do not have the right to vote and cannot be elected to the Association’s bodies.
3. Honorary Members of the Association are exempt from paying dues.
(Duties of Associates)
- The duties of all Associates are:
a) Contribute, by all means within its reach, to the good name and prestige of the Association and to the effectiveness of its action;
b) Obey the statutory and regulatory provisions of the Association and comply with the resolutions of the respective governing bodies;
c) Pay punctually the fees for the use of the services, in accordance with what is stipulated by the Board, as well as the values of the contributions that are incumbent upon them, in the applicable cases;
d) Attend meetings for which they are called;
e) Collaborate openly with the Association and provide all the information requested of them.
2. The exclusive duties of Effective Associates are:
a) To accept and exercise with commitment the associative positions for which they are elected or designated;
b) Attend the General Meetings for which they are convened;
c) Pay punctually the membership fees that they are entitled to, in accordance with the provisions of the General Meeting;
d) Facilitate the preparation of statistics, reports or studies of interest to the Association or the sector in general;
e) Always keep your membership file up-to-date, namely with regard to the respective exhibition and sales areas;
f) Accept and comply with collective bargaining agreements negotiated and assumed by the Board.
(Loss of Membership)
- Lost the status of Associate:
a) Those who have ceased to exercise their activity or who have been declared bankrupt or insolvent;
b) Those who go extinct;
c) Those who present their resignation request by means of a written communication addressed to the Chairman of the Board of the General Assembly or to the Board of Directors;
d) Those who are expelled by the Board.
2. The Board of Directors is responsible for determining the loss of membership.
3. In the case referred to in subparagraph c) of number 1, the request for exemption, even if accepted, implies full payment for the quarter in which it occurs and 50% of the amounts corresponding to the following quarter.
4. The Associate who ceases to belong to the Association is not entitled to recover the contributions he has paid, without prejudice to his responsibilities for all the benefits related to the time he was a member of the Association.
- It constitutes a disciplinary infraction, punishable under the terms of the following article, the practice, on the part of the Associates, of the following acts and omissions:
a) The practice of acts contrary to the objectives of the Association or capable of seriously affecting its prestige;
b) Failure to punctually pay their dues or other commitments assumed and/or established by the Association’s governing bodies, within their competence;
c) The evasion, falsification or lack of updating of the data contained in the respective Membership form;
d)Failure to comply with any of the duties provided for in article no.
2.It is incumbent upon the Board to assess infractions and apply the respective sanctions.
3. The Associate will be informed, in writing, of the accusation made against him, and he may present his defense, also in writing, within 20 days.
4. The Board’s decisions may be appealed to the General Assembly, under the terms of paragraph 2 of article 7 of these Statutes, in which case the Chairman of the Board must convene it extraordinarily if no Assembly is designated for the following 90 days.
- With the exception of the provisions of the following article, the disciplinary infractions provided for in the previous article are punished with the following sanctions:
a) Simple censorship;
b) Notice recorded;
c)Fine up to the amount of the annual contribution;
d) Suspension of Member rights and benefits for up to three years;
2. Sanctions are applied taking into account the seriousness of the infringement and the degree of fault of the Associate.
3. The expelled Associate does not retain any rights over the social assets and is obliged to pay his dues for the current year on the date of expulsion.
- The offenses provided for in article 11, paragraph 1, als. a) and c) shall be punished with the sanctions set out in b) to e), of paragraph 1 of the previous article.
- The sanction of expulsion will be applied to Associates who, having more than 3 months of dues in debt, do not settle such debt within the period that, by registered letter, is communicated to them by the Board.
- In the case of expulsion based on the offenses referred to in article 11, paragraph 1, subparagraphs, b) and c), the Board may accept readmission, once the debt has been paid or the data updated.
(Specification and term of office)
- The governing bodies of the AAPC are the General Assembly, the Board of Directors and the Supervisory Board.
- The term of office of the members of the governing bodies will last for three years, with their re-election being allowed for another 1 consecutive term, with a limit of 6 years of term.
- Associates who are elected to the governing bodies must indicate the individual to represent them in said body by means of a letter addressed to the AAPC.
- Elections will be held by secret ballot in separate lists, and no Associate may appear on more than one elective body on each list.
- Elections will respect the process defined in the electoral regulation approved by the General Assembly on a proposal from the Board.
- For the dismissal of any member of the governing bodies, a majority of two thirds of the votes of the General Assembly expressly convened for this purpose will be required, which, at the time, will regulate the terms of management of the AAPC until new elections are held.
- Vacancies that arise in any governing body, by resignation or other cause, will be filled, until the end of the current term, by Associates appointed within 30 days, by the remaining members of the governing body in which the vacancy occurred or by the General Meeting in lack of quorum.
(Constitution and attribution of the table)
- The General Assembly is made up of all Effective Associates in full enjoyment of their rights, the board being made up of a President and two Secretaries.
- Effective Members are considered to be in full enjoyment of their rights if, not being suspended or not having been subject to a decision to expel, even if an appeal is pending to the General Meeting, they do not have outstanding shares for a period exceeding three months, at the date of the holding of any Meeting
- It is incumbent upon the Chairman of the Board of the General Meeting:
a) Convene meetings and direct the work of the Assembly under the terms of these Statutes;
b) Promote the preparation and approval of the minutes and sign them jointly with the secretaries, as well as the attendance lists;
c) Dispatch and sign all documents relating to the General Meeting;
d) To swear in the Members elected to the governing bodies, within a maximum period of thirty days.
4. The Secretaries are responsible for assisting the President and preparing the respective minutes.
5. The 1st Secretary is responsible for replacing the President in the event of his temporary impediment or, if definitive, until the following elections, being the former, in turn, replaced, in case of impediment, by the 2nd Secretary.
The General Assembly is responsible for:
a) To elect the respective Bureau, the Board of Directors and the Supervisory Board and establish, where appropriate, the respective remunerations;
b) Decide on and approve the management reports, balance sheet and accounts for the year until 31 March of the year following the year in question;
c) Decide on and approve the ordinary budgets for each financial year up to 30 November of the year preceding the one to which they relate;
d) Set and change the amount of jewels to be paid by Members;
e) Approve, on a proposal from the Board, the Association’s internal regulations;
f) Decide on and approve amendments to the Statutes, dissolution and liquidation of the Association;
g) Authorize the acquisition of immovable property for consideration and its disposal or encumbrance in any capacity;
h) Appreciate the appeals brought to it under the terms of these Statutes;
i) Define the Association’s general lines of action;
j) Authorize the constitution of delegations or other types of social representation of the AAPC in other provincial capitals;
k) Approve, on a proposal from the Board, the association’s affiliation or disaffiliation with other national or foreign associative entities.
l) Approve, at the proposal of the Board, the creation of internal sections that group the Associates by common or specific interests;
m) Approve the admission of Honorary Associates, on the proposal of the Board;
n) Appreciate and resolve on any other matters for which it has been expressly convened.
o) Exercise all other powers assigned to it by the Statutes, regulations of the Association or by the Law.
- The General Assembly will meet, ordinarily, until March 31 of each year, and extraordinarily whenever it is requested to be convened by the Board, or at the request of, at least 20% of the Associates or Associates representing at least 20% of votes.
- The General Meeting will also be convened extraordinarily by the Chairman of the Board in the case provided for in article 4, paragraph 4.
- The General Assembly will operate at the time for which it is convened provided that at least half the number of its Associates or any number of associates are present or represented, 30 minutes after the time designated for its beginning.
- Any Associate may, by letter addressed to the Chairman of the Board, be represented at meetings by another Associate or by a third party, the number of representations not being limited.
- The presence of Associates at the General Assembly meetings must be included in the attendance list containing the name of the Associates present or represented, as well as their representatives.
- The attendance lists prepared under the terms of the previous number must be incorporated in an attendance book that must be filed at the Association’s headquarters.
- Except for the provisions of the following numbers, all resolutions of the General Meeting will be taken by an absolute majority of votes.
- Voting regarding elections or disciplinary matters will always be secret, being valid as long as abstentions do not exceed two thirds of the votes of the members present.
- Deliberations on amendments to the Statutes require a two-thirds majority of votes present at the General Meeting.
- Each Associate will be entitled to the number of votes to be defined at the General Assembly of the Association.
- The call for any meeting of the General Meeting will be made by means of a written communication sent by email at least 10 days in advance, which will indicate the date, time and place of the meeting, as well as the respective agenda.
- Extraordinary meetings of an urgent nature may be communicated by any means of written notice issued at least 3 days in advance.
At the meetings of the General Assembly, no resolutions outside the respective agenda may be taken, unless 2/3 of the members present or represented agree with the proposed amendments.
- The Association’s Board of Directors, elected at the General Assembly, is composed of a maximum of 7 (seven) members, with a President, Vice-Presidents and members that the Assembly
- The Board will appoint, from among its members, the Treasurer
- The lists competing for election to the Board of Directors must indicate the position that each of the respective elements will occupy in this governing body.
- It is incumbent upon the Directorate:
a) To direct, create and organize the services of the Association, carrying out its own action programs and those approved by the General Assembly;
b) Hire or appoint the General Director to direct the Association’s services at the highest level, as well as the other employees;
c) Ensure the financial management of the Directorate;
d) Comply with and enforce the legal and statutory provisions and the resolutions of the General Meeting;
e) Annually prepare the management report and accounts and present them to the General Meeting together with the opinion of the Supervisory Board;
f) To prepare the ordinary and supplementary budgets and submit them for approval by the General Assembly;
g) Prepare proposals for internal regulations and submit them for approval by the General Assembly;
h) Propose the appointment of Honorary Associates of the Association;
i) Set the fees for using the Association’s services;
j) Define, annually, the value of the fees that must be paid by the Associates;
k) Transferring the headquarters of the AAPC when it does not imply a change of Municipality;
l) Acquire real estate and take out loans, with the authorization of the General Meeting;
m) Open and operate bank accounts;
n) Exercise disciplinary power over Associates, applying sanctions based on the terms of these Statutes and the disciplinary regulation that may be approved;
o) Propose and submit to the approval of the General Assembly the creation of internal sections that group Associates by common or specific interests;
p) Exercise all other functions assigned to it by the present Statutes and regulations of the Association and perform all acts necessary to achieve the purposes of the Association.
- The Board may generically delegate any of its powers to one or more of its members.
(President of the Board)
It is especially incumbent upon the Chairman of the Board:
a) Represent the Association in and out of court, being able to appoint representatives, subject to the terms of article 30;
b) Convene Board meetings and direct the respective work;
c) Promote the general coordination of the different sectors of the AAPC;
d) Provide superior guidance to the respective services;
e) Perform all other functions assigned to it by the AAPC Statutes and Regulations
The Vice-Presidents are responsible for cooperating with the President, replacing him in his absence or impediment and performing the functions delegated by him.
It is incumbent upon the Treasurer, in addition to cooperating with the President, to perform the duties proper to his position.
It is incumbent upon the Members to cooperate with all elements of the Board, performing the specific functions assigned to them by the General Assembly or by the Board.
- The Association’s Board of Directors must meet at least once a month and extraordinarily whenever necessary, upon convening by its President or the majority of its members.
- The Board will operate with the presence of at least half of its members, and the respective resolutions will be recorded in the minutes, taken by the majority of votes of the members present, with the Chairman having the casting vote in the event of a tie.
- The members of the Board are jointly and severally responsible for decisions taken contrary to the legal provisions of the Statutes or the Association’s regulations, being, however, exempt members of the Board who have cast a vote against the decision taken or who, having not been present at the respective meeting, file their protest at the first subsequent meeting they attend.
(Ways to oblige Association)
- The Association is validly bound by the signature of two members of the Board, one of which must be that of the President or that of another member of the Board to whom he delegates such powers, and the other that of a Vice-President or the Treasurer.
- Acts of mere business will be signed by the Chairman of the Board or, on his behalf, by any other member of the Board, or even by a qualified official to whom powers are given for that purpose.
The Supervisory Board is composed of a Chairman and two Members, elected by the General Meeting.
It is incumbent upon the Supervisory Board:
- Examine the writing books and supervise the financial administration acts;
- Give an opinion on the annual report of the Board and on the financial statements;
- Give an opinion on any query presented to it by the Board;
- Give an opinion on the acquisitions and disposals of real estate from and to the AAPC, when requested by the Board of Directors or by the General Assembly;
- Attend Board meetings whenever requested, or, regardless of request, when deemed convenient, taking part in the discussion of the matters dealt with, but without the right to vote.
- Exercise the other functions assigned to it by the Statutes and internal regulations of the Association.
(Chairman of the Supervisory Board)
It is especially incumbent upon the Chairman of the Supervisory Board:
- Convene the meetings of the Audit Committee and direct the respective work;
- Perform the other functions assigned to it by the AAPC Statutes and regulations
- The Supervisory Board will ordinarily meet at least once a quarter and extraordinarily whenever necessary, upon convening by its Chairman, the majority of its members, or at the request of the Chairman of the Board of Directors or the Chairman of the Board of the General Meeting.
- The Board of Directors may attend the meetings of the Supervisory Board, taking part in the discussion of the matters dealt with, but without the right to vote.
The Supervisory Board shall operate with the presence of at least two of its members, with the respective resolutions being recorded in the minutes, taken by the majority of votes of the members present, with the Chairman having the casting vote in the event of a tie.
The AAPC revenues are:
a) The proceeds of contributions, jewels and other contributions to which the Associates are obligated;
b) Interest and other income from own assets;
c) Fees and other possible regulatory revenues;
d) Any benefits, income, donations or contributions compatible with their nature and permitted by law;
e) Inheritances, legacies, donations in kind or pecuniary, which are attributed to it;
f) Sale of publications and any proceeds arising from its own initiatives or others in which it participates.
(Payment of dues)
Dues must be paid quarterly, in the first 15 days of each quarter, and the Board of Directors is responsible for regulating fines and penalties derived from non-payment.
(Amount of quotas)
The annual value of the membership fees will be defined annually by the General Assembly, on a proposal from the Association’s Board.
(Duration of the social year)
The social year coincides with the calendar year.
- The Association may only dissolve itself by deliberation of the General Assembly specially convened for this purpose and with the favorable vote of two thirds of the total number of votes.
- The Assembly that approves the dissolution of the AAPC will designate the liquidators and indicate the destination of the available assets.
Omissions and doubts arising from the interpretation and execution of these Statutes will be decided in a joint meeting of the Board of the General Assembly, Management and Supervisory Board, without prejudice to compliance with the applicable legal provisions.
These Statutes are governed by Angolan law.