Note on this translation. This is an unofficial English translation of the Bylaws of the Associação Caririense de Estudo e Pesquisa na Área de Odontologia (ACEP-Odonto), provided for information purposes only. The legally binding text is the Portuguese original approved at the General Assembly of December 18, 2024 and filed with the 1st Registry of Deeds and Civil Registry of Juazeiro do Norte, CE. In case of divergence, the Portuguese version prevails. Use the PT switch above to read the original.
The article numbering, the chapter order and the wording reproduce the original document faithfully, including its internal inconsistencies: Chapter IX (Assets) is numbered Articles 31–32 while Chapter X (General Provisions) restarts at Article 29, and in the signed copy Chapter IX physically precedes Chapters VII–VIII.
Chapter I — Name, Registered Office and Purposes
Article 1. The Associação Caririense de Estudo e Pesquisa na Área de Odontologia — Cariri Association for Study and Research in the Field of Dentistry — (ACEP-Odonto), founded on the 18th day of December 2024, with its registered office at Centro Universitário Maurício de Nassau – School of Dentistry | Rua São Francisco, 1224 | Juazeiro do Norte, CE, Brazil, 63000-485, is a non-profit, non-economic association of indefinite duration.
Article 2. The purposes of the Association are:
- to encourage and promote scientific development in dentistry through research, events and courses;
- to create an environment of integration among professionals, academics and the community;
- to support research projects, both in the clinical field and in new technologies;
- to offer continuing education opportunities for dental professionals;
- to establish a network of partnerships with educational institutions, companies and dental clinics.
Paragraph 1. Members are expressly prohibited from making party-political demonstrations at the assemblies and meetings of the Association.
Paragraph 2. The resources for the maintenance of the Association shall come from:
a) admission contributions from members;
b) monthly dues, payable by all members;
c) donations;
d) the promotion of events for the purpose of raising specific funds.
Paragraph 3. The amount of the monthly dues shall be set by the General Assembly as follows: upon a proposal by the Board of Directors, followed by a vote.
Chapter II — Members
Article 3. Any person of legal age may be admitted as a member, of either sex, without distinction as to race, creed or party affiliation.
Article 4. The admission of members shall be carried out as follows: upon payment of a single annual fee of R$ 1,857.22, as well as the completion of a registration form, together with a letter of interest demonstrating the capacity to contribute within the study and research group, duly approved by the Board of Directors. Should the application not be approved, the amount of the contribution shall be refunded to the applicant within a maximum of 30 days from the decision.
Sole paragraph. Members who took part in the founding of the Association hold the category of founding members.
Article 5. A member wishing to withdraw from the Association shall state that intention to the Board of Directors in writing, evidencing that they are in good standing with their obligations towards the Association.
Article 6. A member shall be excluded from the Association who:
- breaches the rules of the Association;
- fails to comply with their obligations towards the Association.
Paragraph 1. The exclusion of a member shall take place upon approval by the majority of the members of the Board of Directors, for just cause.
Paragraph 2. An appeal to the General Assembly lies against the decision ordering the exclusion.
Paragraph 3. The readmission of members shall follow the same rules as admission.
Article 7. Members in good standing with their obligations are entitled to:
- attend the premises of the Association and its facilities individually, as well as to take part in meetings, events and other activities;
- vote and stand for election;
- petition the Board of Directors in writing against any act that is harmful to their rights or to the interests of the Association, or that infringes these Bylaws.
Article 8. The duties of members are:
- to cooperate in the full accomplishment of the objectives of the Association;
- to comply with the provisions of these Bylaws, of the Internal Regulations and with the resolutions of the Board of Directors;
- to satisfy, in the proper form and time, all commitments towards the Club;
- to contribute monthly with an amount allocated to the maintenance of the activities.
Chapter III — Organisation and General Assembly
Article 9. The Association shall be composed of the General Assembly, the Board of Directors and the Audit Committee.
Article 10. The General Assembly shall be constituted by at least half of the members plus one, and decisions shall be taken by a simple majority vote of those present.
Paragraph 1. The General Assembly shall meet in ordinary session 4 times a year and in extraordinary session at the request of the members and/or of the Board of Directors, whenever necessary.
Paragraph 2. Assemblies shall be opened by the President of the Association or by their legal substitute.
Paragraph 3. If there is no quorum on the first call, a second call shall be made 30 minutes after the first. The assembly shall be opened, regardless of the minimum quorum, immediately after the second call.
Paragraph 4. Assemblies shall be convened by the Board of Directors by notice posted at the registered office of the Association, on a dedicated board, at least 10 (ten) days in advance.
Paragraph 5. Members representing at least 1/5 (one fifth) of the membership are guaranteed the right to convene assemblies.
Paragraph 6. It is for the Assembly to deliberate on the affairs of the Association and, exclusively, to elect the officers and the Audit Committee, to approve the accounts and to amend the bylaws.
Paragraph 7. The election of officers shall be by secret ballot, with slates formed and submitted to the chair up to 30 (thirty) minutes before the beginning of the Assembly; all members of a slate must be members in full enjoyment of their membership rights.
Paragraph 8. The removal of officers and the amendment of the bylaws require a resolution of an assembly specially convened for that purpose, the quorum of which, on second call. [Sentence incomplete in the original document.]
Chapter IV — Board of Directors
Article 11. The Board of Directors shall be composed of the President, the Vice-President, the 1st Secretary, the 2nd Secretary and a Treasurer.
Article 12. The Board of Directors, whose term of office shall be 4 years, shall be elected at the General Assembly and shall take office in the month following the election.
Sole paragraph. The holding of any office on the Board of Directors shall not be remunerated in any form.
Article 13. The Board of Directors shall meet in ordinary session every 15 days and in extraordinary session when convened by the President.
Article 14. It is for the President:
- to represent the Association actively and passively, in and out of court;
- to superintend, oversee and intervene in the administration of the Association, supervising compliance with the objectives of the Association;
- to comply with and enforce these Bylaws and the resolutions of the General Assembly and of the Board of Directors;
- to authorise payments and to sign, together with the Treasurer, all cheques, payment orders and instruments representing financial obligations of the Association;
- to cast a vote in the deliberations of the Board of Directors whenever there is a tie in the decisions.
Article 15. It is for the Vice-President:
- to assist the President in their duties, when so requested;
- to replace the President in their absences or impediments.
Article 16. It is for the 1st Secretary:
- to superintend the secretarial services, keeping them up to date;
- to draw up and read the minutes of the meetings of the Board of Directors;
- to draft and sign the notices, announcements and correspondence of the Association.
Article 17. It is for the 2nd Secretary to assist the 1st Secretary in the performance of their duties and to replace them in their impediments and absences.
Article 18. It is for the Treasurer:
- to superintend the general services of the Treasury;
- to hold, under their custody and responsibility, the assets and funds of the Association;
- to sign, together with the President, bank cheques and other documents entailing financial responsibility for the Association;
- to promote the collection and the book-keeping of income and expenditure;
- to prepare the trial balances for presentation at the monthly meetings of the Board of Directors;
- to prepare, annually, the balance sheet and financial statements of the Association, with a statement of income and expenditure, for approval by the Ordinary General Assembly, together with the opinion of the Audit Committee.
Chapter V — Audit Committee
Article 19. The Audit Committee, elected by the General Assembly, shall be composed of 3 (three) members, for a term of office of 04 years.
Paragraph 1. The members of the Audit Committee must be members of the Association, and it is recommended that they have knowledge in the financial or accounting field.
Paragraph 2. At the first meeting of the Audit Committee, its members shall choose the Chair from among themselves.
Article 20. It is for the Audit Committee to monitor and oversee budget execution, the accounts and the accounting records of the Association.
Article 21. It is for the Chair of the Audit Committee to convene and preside over the meetings of this Committee and to present the opinions issued to the General Assembly.
Sole paragraph. The meetings of the Audit Committee shall be held quarterly, and it may meet in extraordinary session when necessary.
Chapter VI — Approval of the Accounts
Article 22. The approval of the accounts, of the balance sheets and of the statements prepared in each financial year shall follow the procedures below:
- The Treasurer shall arrange for the preparation of the accounts, the balance sheet and financial statements of the Association, with a statement of income and expenditure and any other financial and accounting performance statements deemed necessary, and shall forward them to the Audit Committee during the month of February each year;
- The Audit Committee shall, by 1 March each year, receive the documentation, meet and issue the corresponding opinion to be forwarded to the General Assembly, with a copy to the President;
- At the next General Assembly held, the members shall be informed of the balance sheets and statements prepared in each financial year and of the conclusions of the Audit Committee, for approval, in accordance with the Bylaws of the entity.
Article 23. At the first General Assembly of the year, the President, or another person designated by them, shall present the balance sheets and the statements prepared in the previous financial year, and the Chair of the Audit Committee shall present the opinions issued by that body, which shall be made available to the members through the communication channels of the entity.
Chapter VII — Amendment of the Bylaws
Article 24. These Bylaws may only be amended by the General Assembly specially convened for that purpose, with a minimum quorum of half of the members plus one. The approval of amendments requires a favourable vote of 2/3 (two thirds) of the members present.
Sole paragraph. The specific assembly for the approval of an amendment to the bylaws shall be opened, regardless of the minimum quorum, immediately after the second call, with at least 1/3 (one third) of the members.
Chapter VIII — Additional Rights of the Founders
Article 25. Members in the category of founders shall have the following additional rights:
- to receive the title of founder;
- to be excluded from the membership only after a decision of the General Assembly and for just cause;
- to express their opinion orally for up to 10 minutes at General Assemblies on matters involving a change in the object of the Association, an amendment of the Bylaws or dissolution.
Limitation of Liability
Article 26. Members shall have no liability, joint or subsidiary, for the obligations contracted by the Association.
Dissolution
Article 27. The Association shall be dissolved with the approval of all of the members, at an Assembly specially convened for that deliberation.
Article 28. Once the entity has been dissolved and all of its obligations settled, its assets shall be allocated to the santas casas de misericórdia (charitable hospitals).
Chapter IX — Assets
Article 31. The assets of the Association shall consist of movable property, real property, vehicles, livestock, shares and public debt securities.
Article 32. In the event of dissolution of the Institution, the remaining assets shall be allocated to another similar institution with legal personality registered with the National Social Assistance Council (CNAS), or to a public entity.
Chapter X — General Provisions
Article 29. The Association shall be dissolved by decision of the Extraordinary General Assembly, specially convened for that purpose, when the continuation of its activities becomes impossible.
Article 30. These Bylaws may be amended at any time by decision of 2/3 (two thirds) of those present at a General Assembly specially convened for that purpose, which may not deliberate, on first call, without an absolute majority of the members, or with fewer than 1/3 (one third) on subsequent calls, and shall enter into force on the date of its registration with the Registry of Deeds.
Article 31. Omissions shall be resolved by the Board of Directors and ratified by the General Assembly.
These Bylaws were approved by the General Assembly held on December 18, 2024.
Juazeiro do Norte, December 18, 2024.
Prof. Dr. Jefferson David Melo de Matos
Director — ACEP Odonto
Prof. Dr. Daher Antonio Queiroz
Deputy Director — ACEP Odonto