In March 2007 IFAPP was officially registered in the Netherlands. The new constitution was approved during the House of Delegates Meeting in Seoul, Korea (September 2006). The registration number of the Dutch Chamber of Commerce is 30224375.
NAME AND HEAD OFFICE
Article 1
1. The name of the federation is “INTERNATIONAL FEDERATION OF ASSOCIATIONS OF PHARMACEUTICAL PHYSICIANS” (abbreviation: IFAPP).
2. The Head Office is located in De Ronde Venen (The Netherlands).
AIMS AND MEANS
Article 2
1. The mission of the federation is to promote Pharmaceutical Medicine by enhancing the knowledge, expertise and skills of pharmaceutical physicians worldwide, thus leading to the availability and appropriate use of medicines for the benefit of patients and society.
2. The federation tries to reach this objective by using the following means among others:
a) to act as the international forum of organizations of Pharmaceutical Physicians by dealing with matters brought to its attention by its National Member Associations, regulatory bodies, academic authorities, international organizations and by giving assistance where appropriate;
b) to foster the development and international recognition of Pharmaceutical Medicine as a separate medical specialty with its specific body of knowledge and distinctive fields of professional responsibilities. Pharmaceutical Medicine is a medical scientific discipline concerned with the discovery, development, evaluation, registration, monitoring and medical aspects of marketing medicines for the benefit of patients and public health;
c) to foster the development of training and continuing educational programs in pharmaceutical medicine; to assist National Member Associations in developing such programs, in ensuring that they are of a proper standard and that their content is harmonized with existing programs;
d) to promote a closer relationship and understanding between the National Member Associations and the medical and allied professions, regulatory authorities and international organizations;
e) to disseminate information on developments in Pharmaceutical Medicine to Health Professionals worldwide;
f) to organize international conferences on Pharmaceutical Medicine and to arrange any other meetings as deemed necessary.
DURATION
Article 3
1. The federation is established for an undetermined duration.
2. The fiscal year is identical to the calendar year.
3. The federation is a non-profit making organization.
4. The financial means of the federation consist of:
a. Fees,
b. Donations/subsidies,
c. Gifts, bequests and/or legacies,
d. Additional income from other sources such as meetings and publications.
MEMBERSHIP
Article 4
1. The federation has members.
2. Only National Associations of Pharmaceutical Physicians can become members, and that only after they have requested membership in writing to the Executive Committee and a. have submitted to the Secretary of the Federation a copy of their by-laws, as well as an English translation of their aims and objectives and conditions for membership, b. whose membership criteria and aims and objectives have been found compatible with those of IFAPP by the Committee of Officers.
3. The House of Delegates will approve or refuse the admittance of new members following the proposal of the Executive Committee.
4. The National Member Associations are each represented by one Delegate.
Article 5
1. Membership is discontinued when:
a. the member association ceases to exist,
b. the member association resigns,
c. the Federation decides to discontinue membership, d. the Federation is dissolved.
2. Resignation of membership at the initiative of a National Member Association is only possible at the end of a calendar year. A member association wishing to dissociate from IFAPP has to inform the President of the Committee of Officers in writing of its plans with a notice period of at least three months. In the absence of such a notice period, the membership will be maintained until the end of the following calendar year. However, membership is withdrawn:
a. immediately, if it cannot reasonably be required from the member association that it maintains membership;
b. within one month, if a member is informed or learns about a decision by the Federation to limit the rights of its members or to increase its obligations, unless the decision concerns solely financial rights and obligations;
c. within one month, if a decision is taken to modify the legal basis of the Federation or to undertake a merger.
3. Discontinuation of membership of a National Member Association from the Federation by the end of the current calendar year can be decided by the Executive Committee:
- if a member, after repeated written reminders, has not completely complied with its financial obligations vis-à-vis the Federation for the current year by the month of November;
- if a member has ceased to satisfy the current requirements for membership imposed by the Constitution. The period of notice is at least four weeks. If this period is less than four weeks, membership will be maintained until the end of the following year. However, membership can be discontinued immediately if the federation cannot reasonably be expected to maintain membership. Discontinuation is always implemented in writing explaining the reasons for discontinuation.
4. A decision of dismissal of a National Member Association can only be taken when a member acts against the Constitution, regulations and decisions of the Federation or its acts cause unreasonable prejudice to the Federation. Such a decision is taken by the House of Delegates upon recommendation of the Executive Committee. The latter informs the member without delay and details the reasons justifying the decision.
5. The fees paid by the discontinued member for the current year remain the property of the Federation unless the Committee of Officers decides otherwise.
FEES
Article 6
1. Each member association will pay an annual fee whose amount is decided every year by the Executive Committee and is based on a basic amount per member association plus an additional amount per individual member of the National Member Association.
2. The Executive Committee can decide to accept an application for membership of a recently created National Association of Pharmaceutical Physicians at a reduced annual fee for a transitory period.
ADMINISTRATION
Article 7
1. The Executive Committee of the Federation is composed of: a. maximum five (5) individuals acting as Officers with the following formal titles: - President - President-Elect - Past-President - Secretary - Treasurer
b. a number of individuals acting as standing members; the total number of members mentioned under items 1a and 1b depends on the number of National Member Associations; at least half of the Member Associations should be represented by an Officer or a standing member on the Executive Committee;
c. A number of co-opted members.
2. The individuals mentioned under 1a compose the Committee of Officers in charge of the day-to-day management of the Federation. When need arises, the Executive Committee may appoint among the standing members assistants for the positions of Secretary and Treasurer. Each Delegate member of the Executive Committee (or in his absence the Deputy-Delegate) has one vote.
3. Member Associations can change their Delegate (or standing member) at any time, provided prior notice is given in writing to the Secretary. The Officers mentioned under 1a have to complete their term except in exceptional circumstances.
4. Each National Member Association whose Delegate is an Officer or a standing member of the Executive Committee should also appoint a Deputy Delegate who should participate in Executive Committee meetings when the named Delegate is unable to attend. In this case, the voting rights of the Deputy Delegate are the same as those of the Delegate. Deputy Delegates are welcome to attend any meeting of the Executive Committee even if the named Delegate is present. However, in the latter case the Deputy Delegate has only an advising vote.
5. Officers and standing members are elected by and from the House of Delegates. Co-opted members are elected by the Executive Committee among members of the National Member Associations. The number of co-opted members should not be more than one fourth of the number of members of the Executive Committee. Co-opted members have no voting rights. 6. Elections of the members of the Executive Committee mentioned under items 1a and 1b will take place every two to three years at the House of Delegates meeting, a meeting normally held during the under art. 14.1 mentioned International Conference on Pharmaceutical Medicine (ICPM).
7. The President, President-Elect and the Immediate Past-President are elected for one term (of two to three years) and are not eligible to be re-elected to the same position in the next term. The President-Elect will automatically become the President for the next term, while the President will automatically become the Immediate Past-President. Other Officers and standing members are elected for a term of two or three years, depending on the dates of International Conferences, as mentioned under item 6 above, and are eligible to be elected for several terms.
8. Each member of the Executive Committee is a Delegate from a different National Member Association.
9. Candidacy for each position on the Executive Committee must be communicated by National Member Associations to the Secretary at least four weeks prior to the election.
10. If the need for a replacement arises between elections, it will be implemented as follows: the President will be replaced by the President-Elect; the President-Elect, Secretary or Treasurer will be replaced by a standing member designated by the Executive Committee.
11. Any member of the Executive Committee may be dismissed from his/her position by decision of two thirds of the members of this Committee and after consultation with the National Member Association concerned.
12. Any member of the Executive Committee who did not attend three consecutive meetings and/or teleconferences should be considered as resigning from his/her position. National Member Associations will be invited to promptly replace their dismissed or resigning Delegates.
13. The Executive Committee will meet as often as necessary and no less than twice a year to manage the business of the Federation.
14. The quorum for an Executive Committee meeting will be six (6) members including at least three (3) officers, one (1) of which has to be the President or President-Elect.
15. Decisions on administrative matters will be taken by simple majority of votes. In the event of an equal number of votes being cast for and against a motion, the President, or in his/her absence the President-Elect shall have a deciding vote.
16. The above is, as far as possible, also applicable to the Committee of Officers. The quorum is at least three (3) officers.
Article 8
1. The Committee of Officers is in charge of the administration of the Federation.
2. The Executive Committee may establish Working Parties for specific purposes. These Working Parties will report on their activities and achievements to the Executive Committee.
Article 9
1. The Committee of Officers represents the Federation, in litigation and other matters.
2. The capacity of representation belongs to two Officers acting together. At least one of them should be the President, President-Elect or Immediate Past-President.
HOUSE OF DELEGATES
Article 10
1. The House of Delegates will be composed of the Delegates of the National Member Associations. Each National Association is allowed to nominate only one (1) Delegate and only one (1) Deputy Delegate.
2. The Delegates and Deputy Delegates mentioned under item 1 must be pharmaceutical physicians. The name of the Delegates must be communicated in writing to the Secretary of the Committee of Officers at least four weeks before each meeting of the House of Delegates. National Member Associations can change their Delegates at any time provided prior notice is given in writing to the Secretary of the Committee of Officers.
3. All Delegates of National Member Associations whose membership has not been discontinued have the right to vote. Each Delegate or Deputy-Delegate has one vote on matters relating to the Constitution. On non-constitutional matters the number of votes held by the Delegates (or in their absence their Deputy-Delegates) depends on the number of individual members of the respective National Member Associations. National Member Associations with 50 or fewer members have one vote; those with 51 – 100 members have two votes; those with 101 – 1000 members have three votes; those with 1000 or more members have four votes. Membership numbers will be taken as those at the time of the last paid annual fee.
4. The Delegates have a free mandate.
5. Item 4 also applies to Deputy Delegates.
6. In the event of neither a Delegate nor a Deputy Delegate being able to attend a meeting, a National Member Association may vote on a known proposal in writing to the Secretary.
7. The Delegate and Deputy Delegate of the National Member Associations are appointed by the Executive Committee of each Association (or by its General Assembly) among the pharmaceutical physicians, members of the Association.
Article 11
1. The House of Delegates has all the competencies which are not allocated by law or by the Constitution to other organs.
2. A unanimous decision voted on by the Delegates with voting rights has, even if the Delegates are not meeting, the same value as a decision taken by the House of Delegates, provided the Executive Committee was informed that this vote was going to take place. This consultation and decision can also be made in writing or by fax.
3. The President of the Committee of Officers, or in his/her absence the Immediate-Past President, decides on the method of voting at the meeting of the House of Delegates.
4. In the event of an equal number of votes being cast for and against a motion, the person mentioned under item 3. has a deciding vote. However, if the equality of votes relate to the choice of a person, the decision will be taken by draw. If the choice is between more than two persons and neither one obtains a majority vote, the delegates will choose between the two who got the highest number of votes. Several votes may be necessary in the event of equal votes for the two candidates.
Article 12
1. The meetings of the House of Delegates are chaired by the President of the Committee of Officers or, in his/her absence, by the Immediate-Past President or his substitute.
2. The judgement of the President or Immediate-Past President or his substitute relating to the outcome of a vote is decisive. This also applies to the content of a decision taken, unless the vote concerns a written proposal. If the judgement of the President or Immediate-Past President or his substitute is questioned immediately after the declaration of the judgement, a new vote is required if a majority of the Delegates so require or, if the original vote was neither by name call nor in writing, one attending Delegate so require. The result of the new vote cancels the consequences of the original vote.
3. The Secretary or a person designated by the President or Immediate-Past President or his substitute writes the minutes of the meeting of the House of Delegates. These minutes are approved during the meeting or at the subsequent meeting of the House of Delegates. After approval, the minutes are signed by the President or Immediate-Past President or his substitute as well as by the secretary of the meeting.
Article 13
1. The fiscal year of the Federation coincides with the calendar year. A meeting of the House of Delegates and a General Assembly of individual members of the National Member Associations are held every two to three years at the International Conference on Pharmaceutical Medicine. The Executive Committee presents at these two meetings its annual report on the federation’s business and its management. The balance sheet and profit and loss statement are submitted for approval to the House of Delegates and the General Assembly. The latter documents are signed by the members of the Committee of Officers; when a signature is missing, the reasons for this omission should be mentioned. Each individual member has the right to require that the members of the Committee of Officers comply with these obligations.
2. If the documents, mentioned under item 1, are not accompanied by a statement of an accountant (auditor) confirming their accuracy, as required by art. 2:393 item 1 of the Civil Code, the House of Delegates will commission at least two members who should not be members of the Executive Committee.
3. The Executive Committee should provide all information requested by those so commissioned and needed to perform their investigation, show evidence on the current assets and investments upon request, and give access to all files and records of the Federation.
4. Those commissioned review the documentation mentioned under items 1 and 3. 5. If this investigation needs, in the opinion of those commissioned, specific accounting skills, they may request, at the expense of the Federation, the assistance of an expert. Those commissioned report their findings to the House of Delegates.
Article 14
1. The meeting of the House of Delegates and the General Assembly, mentioned under art. 13 item 1, are called by the Executive Committee as often as felt necessary or required by law. These meetings will, in any case, be called at each International Conference of Pharmaceutical Medicine (ICPM) organised every two to three years in cooperation with a National Member Association.
2. The Executive Committee is compelled to call a meeting of the House of Delegates within three (3) months upon receipt of a written request signed by at least one tenth of the members of the House of Delegates. If no action has been taken within fourteen days, the applicants are entitled to call the meeting of the House of Delegates by themselves as stipulated in item 3 below. The applicants are allowed to select non-members of the Executive Committee for the conduct of the meeting and the writing of the minutes.
3. The call for the meeting of the House of Delegates should be addressed in writing and with a notice of two (2) months to all members having voting rights. The subjects to be discussed should be detailed.
CHANGES IN THE CONSTITUTION
Article 15
1. Constitutional changes need a decision of the House of Delegates. Its members have to receive their invitation to attend a meeting with a notice of at least three (3) months. The invitation should mention that a proposal to change the Constitution will be made at the meeting.
2. The Delegates calling the meeting of the House of Delegates to decide on a change of the Constitution should put the proposal of change at the disposal of the members in an adequate location at least one (1) month before the meeting takes place. This proposal should spell out the proposed changes clearly and precisely and should remain available to the members until the day after the meeting.
3. Constitutional changes will require a two-thirds majority in a meeting of the House of Delegates where at least one third plus one of the Delegates are present or represented.
4. Changes of the Constitution have to be validated by notarial deed before becoming operational. Each member of the Committee of Officers is entitled to ensure the inclusion of the changes of the Constitution in a notarial deed.
5. The provisions mentioned under items 1 and 2 do not need to be complied with if all members with voting rights of the House of Delegates are present or represented and that the changes of the Constitution are unanimously approved.
6. The members of the Committee of Officers are required to submit to the office of the Chamber of Commerce and Industry an authentic copy of the changes to the Constitution as well as a full copy of the new Constitution.
DISSOLUTION AND LIQUIDATION
Article 16
1. The provisions of art. 15 items 1, 2, 3 and 5 also apply in case of a decision by the House of Delegates to dissolve the federation.
2. In its decision the House of Delegates should mention the destination of the remaining assets. This destination should, as far as possible, be in accordance with the aims of the Federation. 3. The Committee of Officers is in charge of the liquidation.
4. The Federation remains active after the dissolution as long as required for the liquidation of its assets. The provisions of the Constitution of the Federation remain operational, as far as possible, during the liquidation process. The words “in liquidation” should be mentioned after the name of the Federation on letters and documents issued by the Federation.
5. The liquidation is completed when no remaining assets are known to the liquidators.
6. The books and records of the dissolved Federation must be retained for ten years after completion of the liquidation. The liquidators should designate a curator in charge of keeping the books and records.
REGULATIONS
Article 17
1. The House of Delegates is entitled to issue and modify one or more regulations relating to subjects that are not or only partly covered by the Constitution.
2. Regulations may not contain provisions which are against the law or against the present Constitution.
3. The provisions of art. 15 items 1, 2 and 5 are applicable when issuing or modifying a regulation.
