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> ARTICLES OF ASSOCIATION*

CHAPTER I
Name, nature, registered office and purpose

Article One

1. The non-profit making scientific association called “Númena - Centro de Investigação em Ciências Sociais e Humanas” is hereby set up under private Portuguese law on this date [5 January 2001].

2. Númena has its registered office in Taguspark, Núcleo Central, 379, in Porto Salvo in the municipality of Oeiras. The management can decide to transfer the registered office to any other locale without the need to get approval from the general assembly.  All that is necessary is for the associates to be informed of the respective change within thirty days by means of a postal notice [the current registered office address is not the original one and is the result of such an alteration].

3. Númena will seek to link and coordinate its action with national, foreign and international entities which follow similar objectives through establishing protocols, partnerships or other connections.

Article Two

1. Númena’s objective is to develop research and consultancy activities in the area of the social and human sciences.

2. In carrying out this objective Númena can:

a) Develop and apply new scientific research methodologies.
b) Study the evolution of Portuguese society.
c) Prepare opinions on matters of public interest.
d) Collaborate with organisations such as companies and university institutions, and others, in the application of social and human science theories and methods to specific situations.
e)Form partnerships with similar institutions to exchange knowledge and jointly carry out research work.
f) Create spaces where the scientific culture of dissension can germinate.
g) Promote the publication of the results of its research.

CHAPTER II

Associates

Article Three

1. Any individual can be an associate of Númena if he/she creates social and human science research projects which can be developed in this association or if his/her achievements in the field of social and human science research justify this.

2. Númena associates are divided into three categories: full associates, probatory associates and honorary associates.

3. Full associates are those persons who sign these articles of association when Númena is being constituted as well as those persons who, at a later stage, are admitted by the management and whose status is subsequently ratified by the general assembly. Status as a full associate lapses when two years pass without the person in question participating actively in any research project based in Númena.

4. Probatory associates are those persons who wish to be part of Númena to use the resources of this organisation to present research projects to financing bodies and who the management decides to accept. With the subsequent approval of such a project the probatory associate then becomes a full associate. Researchers who have been full associates of Númena in the past are automatically accepted as probatory associates when they express their intention of presenting new projects.

5. Honorary associates are those persons whose achievements in the field of social and human scientific research are such that there can be no disputing their merit. Any associate can propose such a person to become an honorary associate.  Such proposals must be voted on and approved by the general assembly.

Article Four

1. All associates have the right to make use of Númena’s resources for executing their research projects, presenting candidatures for financing, and presenting the results of their research projects.

2. Only full associates have the right to vote in general assemblies. The other categories of associates can participate in general assemblies, present proposals for approval and request the scientific council to give its opinion on any proposal or project developed at Númena.

3. Those associates with projects in progress have the right to exercise full control over all aspects of such projects.

4. Associates have the following general obligations:


a) To accept Númena’s rules and to contribute towards the advancement and prestige of the association. Since we are dealing with a scientific association, the type of unacceptable behaviour that we have in mind when writing this article are: plagiarism, falsification of data and the deliberate violation of the standards of validation and refutation.
b) To carry out the duties for which they are elected.
c) To pay a percentage of the budget of projects which they develop at Númena.

Article Five

1. Any associate who contravenes paragraphs a) and c) of the preceding article will be stripped of their membership of the association .

Article Six

1. The full associates will make arrangements for covering Númena’s operating expenses not through a system of fixed membership fees but rather through giving a percentage of the financing amounts assigned to the projects that they undertake. The remaining amount will be used for developing the specific research activities of each project. The percentages given will have the following ranges: a project with financing of less than or equal to two thousand five hundred Euros will pay three per cent; a project with financing greater than two thousand five hundred Euros and less than or equal to ten thousand Euros will pay five per cent; a project with financing greater than ten thousand Euros and less than or equal to twenty five thousand Euros will pay seven per cent; a project with financing greater than twenty five thousand Euros will pay ten per cent.

2. In situations where a project is developed in collaboration with other research institutions, Númena’s management can decide to suspend the collection of the percentage for this project if it considers that the scientific benefits of the collaboration justifies such a step.

CHAPTER III
Governing bodies

Article Seven

1. Númena’s governing bodies are the general assembly, the management, the audit committee and the scientific committee.

Article Eight

1. The general assembly is composed of all associates in full enjoyment of their rights.

2. The general assembly has the following duties and responsibilities:

a) To elect, annually, the members who will take charge of the general assembly and the members of management and the audit committee.

b) To discuss and approve, annually, the management’s report on the annual accounts and the audit committee’s opinion.

c) To decide on any changes to be made to the articles of association or whether the association should be closed down.
d) To decide on all matters of interest to the association which may be put to it by any of the associates.
e) To ratify the activity plan.

3. The general assembly will meet on an ordinary basis once a year, during the month of December.  The general assembly will meet on an extraordinary basis whenever convoked by the management, the audit committee or by at least ten per cent of the associates in full enjoyment of their rights. The convocation will be sent to all associates by means of a postal notice sent at least fifteen days before the extraordinary general assembly is to be held.

Article Nine

1. The management is comprised of a president, a vice-president, two members and a secretary.

2. The management is elected by the general assembly.

3. The management has the following duties and responsibilities:


a) To administer, to prepare regulations and to strive to ensure that the articles of association of Númena are complied with and that its objectives are pursued.
b) To carry out the decisions of the general assembly.
c) To represent the association.
d) To decide on the admission of new associates, who will remain as probatory associates until a decision is taken at the next general assembly.
e) To prepare the annual accounts report for each financial year.
f) To prepare the activity plan.

Article Ten

1. Númena will be bound by the signatures of two members of management, one of whom must be the president or the vice-president.

Article Eleven

1. The audit committee is composed of a president and two members, one of whom can be an auditor or an auditing company, elected by the general assembly for a one year mandate.

2. The audit committee has the following duties and responsibilities:


a) To inspect the association’s accounts.
b) To draw up an opinion on the management’s annual accounts report.
c) To convoke the general assembly whenever it notes any irregularity in the running of the association.

3. The audit committee will meet on an ordinary basis once a year and on an extraordinary basis whenever it decides to.

Article Twelve

1. The scientific committee is made up on an uneven number of people of recognised merit from the area of social and human scientific research (master’s degree level or higher), up to a maximum of fifteen people, who will be proposed by the management and elected at the general assembly.

2. The scientific committee members will, preferably, be chosen from the honorary associates.

3. The scientific committee will issue opinions on Númena’s research activities. This committee is also responsible for striving to ensure that the provisions of paragraph a) of point four of article four are observed.  The committee will have the final decision regarding whether the provisions of article five should be applied.

4. The scientific committee will meet whenever it is requested to provide an opinion.

CHAPTER IV
Patrimony

Article Thirteen

1. The patrimony of Númena will comprise all the assets, items of value and services which enter the association for this purpose.

2. Númena’s income will come from:


a) donations, bequests and inheritances that are given to it.

b) revenue coming to it from its activities or from the assets that it owns.

c) revenue from any other source.


* Published in the “Diário da República” (Government Gazette) of 8 March 2001, n.º 57 (pp. 45-46).

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