CHAPTER I - NATURE, DURATION AND REGISTERED OFFICE
ARTICLE 1 (NATURE AND NAME)
The Institute of Private Law - IDP, abbreviated to IDP, is a non-profit cultural association.
ARTICLE 2 (DURATION)
The IDP is constituted for an indefinite period of time.
ARTICLE 3 (HEADQUARTERS AND BRANCHES)
1. The IDP has its headquarters at the Faculty of Law of the University of Lisbon, located at Alameda da Universidade, Cidade Universitária, in Lisbon.
2. The IDP may create delegations or other forms of local representation, appropriate to its activities, in Portugal or abroad.
CHAPTER II - PURPOSE AND POWERS
ARTICLE 4 (PURPOSE)
1. The purpose of the IDP is to:
a. Promote research and the dissemination of the Science of Law;
b. Promote, organise and hold congresses, lectures, round tables and similar events, both domestically and internationally;
c. Promote, organise and implement postgraduate courses, further training, research, refresher courses and similar initiatives;
d. Host and support, in all its dimensions, the Research Centre for Private Law and, in general, the Faculty of Law of the University of Lisbon;
e. Award research, teaching and support grants to lecturers and researchers from the Faculty of Law of the University of Lisbon or other public organisations associated with it;
f. Raise public and private funds and negotiate and materialize sponsorship, publicity and related contracts;
g. Publish, directly or through a publishing house, journals, books and any other publications, in traditional and electronic format, entering into the necessary contracts and receiving the corresponding copyrights;
h. Set up and manage scientific, technical or corresponding databases;
i. Set up and manage scientific and technical libraries;
j. Acquire, by lease, purchase, donation or any other means, suitable premises for its operation;
k. Support Lusophone and international cooperation, drawing up all necessary or convenient contracts at home or abroad;
l. Federate or associate with similar or foreign institutions;
m. Draw up technical opinions, draft legislation, models of legal documents and court decisions and similar elements;
n. Organise and monitor an Arbitration Centre;
o. Carry out, in general, all acts necessary or convenient for the research and dissemination of the Science of Law.
ARTICLE 5 (OTHER DUTIES)
1. In order to fulfil its purpose, the IDP is also responsible for:
a. Establishing awards and promoting competitions designed to encourage the study and dissemination of the Science of Law;
b. Organising internship programmes in law firms, companies, public services and other organisations;
c. Sponsoring scientific, educational or technical initiatives of recognised merit;
2. IDP can constitute itself as the managing body of one or more research centres in its scientific area.
CHAPTER III - MEMBERS
ARTICLE 6 (CLASSES OF MEMBERS)
1. Full members are natural or legal persons who subscribe to these statutes or who may be admitted by the IDP.
2. Honorary members may be natural or legal persons who, through their activity, make a significant contribution to the realisation of the IDP's purpose.
ARTICLE 7 (FOUNDING MEMBERS AND HONORARY MEMBERS)
1. Founding members are all lecturers or students at the Faculty of Law of the University of Lisbon who declare their wish to join by 31 January 2015.
2. Honorary membership is acquired by decision of the General Assembly, preceded by a favourable opinion from the Scientific Council.
ARTICLE 8 (RIGHTS OF MEMBERS)
1. All members have the right to:
a. Attend and vote at general meetings;
b. Propose the admission of new members, permanent or honorary;
c. Formulate and submit to IDP bodies any proposals they consider pertinent;
d. Access, under terms to be defined by internal regulations, the IDP’s Documentation Centre, Library and Database;
e. Benefit from exemptions, discounts and other benefits when registering for initiatives organised by the IDP and purchasing works published by the IDP.
2. Full members have the right to stand as candidates or propose the candidature of other full members for any IDP body.
3. Honorary members are exempt from paying fees, dues and any other contributions.
ARTICLE 9 (DUTIES OF MEMBERS)
1. All members have the duty to:
a. Contribute to the realisation of the IDP's purpose;
b. Comply with the rules of these Statutes;
c. Respect the deliberations legitimately taken by the IDP's bodies.
2. Full members have the duty to pay fees, dues and any other contributions approved by the General Assembly.
ARTICLE 10 (LOSS OF MEMBERSHIP)
1. Membership is lost:
a. Upon resignation communicated in writing to the Board by the member;
b. Through exclusion decided by the General Meeting.
2. The exclusion of a member may be based on:
a. Non-payment of fees, dues or any other contributions approved by the General Meeting for a period of more than two years;
b. Serious or repeated violation of the duties laid down in these Statutes;
c. The adoption of behaviour that jeopardises the good name, prestige or credit of the IDP.
3. The exclusion of a member is preceded by a reasoned proposal from the Board of Directors or, at least, one third of the members, and the exercise of the rights to a hearing and defence, in writing, before the Board of the General Assembly.
4. The exclusion of a member can only be decided if at least half of the members are present at the General Meeting and if the proposal for exclusion receives the favourable vote of at least two thirds of the members present.
CHAPTER IV - BODIES
SECTION I - GENERAL PROVISIONS
ARTICLE 11 (BODIES)
The IDP's bodies are
a. The General Assembly;
b. The Board of Directors;
c. The Audit Committee;
d. The Scientific Council.
ARTICLE 12 (TERM OF OFFICE)
1. The term of office of the members elected to the IDP bodies and to the Board of the General Assembly shall be three years, automatically extended until the election of replacements and renewable.
2. The elections referred to in the previous paragraph are held simultaneously.
ARTICLE 13 (GRATUITOUSNESS)
1. There is no remuneration for holding office, unless the General Assembly decides otherwise.
2. Expenses proven and previously authorised by the Board of Directors, in the service of the IDP, are reimbursable by the latter.
SECTION II - GENERAL ASSEMBLY
ARTICLE 14 (COMPOSITION)
The General Assembly is made up of all full members.
ARTICLE 15 (MEETINGS)
1. The General Assembly meets ordinarily once a year, by 1 March, to assess and approve the report, balance sheet and accounts for the previous year and the budget and programme of activities for the following year.
2. The General Assembly meets extraordinarily whenever convened by the Chairman of the Board, on his own initiative or at the request of the Board of Directors, the Audit Committee, the Scientific Council or, at least, one fifth of its members.
3. The General Assembly may be convened by email with a read receipt, for members who have previously given their consent.
ARTICLE 16 (COMPETENCE)
The General Assembly is responsible for:
a. Defining the IDP's general guidelines;
b. Electing the Chairman and Secretaries of the Board of the General Assembly;
c. Electing the members of the Board of Directors;
d. Electing the members of the Audit Committee;
e. Issuing invitations, at the proposal of the Board of Directors, to personalities of recognised scientific merit to join the Scientific Council;
f. Dismissing members of the Association's bodies;
g. Admitting honorary members, under the terms of article 7.º, no.º 2;
h. Excluding members, under the terms of article 10.º;
i. Approving the annual report, balance sheet and accounts, subject to the opinion of the Audit Committee;
j. Approving the annual budget, subject to the opinion of the Audit Committee;
l. Approving the annual activity plan, subject to the opinion of the Scientific Council;
m. Determining the amount of fees, dues or any other contributions owed by full members, on a proposal from the Board of Directors;
n. Approving the internal regulations necessary for the proper functioning of the IDP, upon proposal from the Board of Directors;
o. Amending these Statutes, on the proposal of the Board of Directors or, at least, one third of the members;
p. Terminating the Association;
q. Authorising the association to sue members of the Board of Directors for acts committed in the exercise of their office.
ARTICLE 17 (RESOLUTIONS)
1. The General Assembly cannot take a decision on first call without, at least, half of its members being present.
2. Amendments to these Statutes can only be approved if the proposals receive the favourable vote of, at least, three quarters of the members present.
3. Without prejudice to the provisions of Article 10.º, n.º 3, and the previous number, the General Assembly shall decide by an absolute majority of the votes of the members present.
4. The dissolution of the Association requires the favourable vote of three quarters of all members.
5. Votes on persons are always taken by secret ballot.
ARTICLE 18 (BOARD OF THE GENERAL ASSEMBLY)
1. The General Assembly is run by a Board made up of a President, a First Secretary and a Second Secretary.
2. The First Secretary replaces the Chairman in the event of their absence or impediment.
3. The members of the Board of the General Assembly are elected on a list specifying the positions for which they are standing.
SECTION III - BOARD OF DIRECTORS
ARTICLE 19 (COMPOSITION)
1. The Board of Directors is made up of a Chairman, a Vice-Chairman and three other members.
2. The Vice-Chairman replaces the Chairman in the event of their absence or impediment.
3. The members of the Board of Directors are elected on a list specifying the positions for which they are standing.
4. The Chairman, Vice-Chairman and one member are chosen from among the full professors of the Faculty of Law of the University of Lisbon.
ARTICLE 20 (COMPETENCE)
1. The Board of Directors carries out general management and representation duties that are not assigned to other bodies.
2. The Board of Directors is responsible for:
a. Coordinating the activities of the IDP;
b. Requesting the convening of the General Assembly;
c. Complying with the resolutions of the General Assembly;
d. Drawing up, submitting to the opinion of the Audit Committee and presenting to the General Assembly for approval the report, balance sheet and accounts for the financial year;
e. Drawing up, submitting to the opinion of the Audit Committee and presenting to the General Assembly for approval the budget;
f. Drawing up, submitting for the opinion of the Scientific Council and presenting to the General Assembly for approval the activity plan;
g. Proposing to the General Assembly the names of personalities of recognised scientific merit to be invited to join the Scientific Council;
h. Admitting permanent members;
i. Proposing, with reasons, to the General Assembly the exclusion of members;
j. Proposing to the General Assembly the amount of fees, dues and any other contributions to be paid by full members;
l. Proposing to the General Assembly the internal regulations necessary for the proper functioning of the IDP;
m. Proposing to the General Assembly changes to these Statutes;
n. Binding the IDP to the fulfilment of obligations and carrying out acts of disposal of IDP assets;
o. Representing the IDP in and out of court;
p. Exercising all powers not assigned to other bodies.
ARTICLE 21 (FUNCTIONING)
1. The Board of Directors meets when, at least, three of its members are present; meetings may be held by audio or audiovisual means.
2. Decisions are taken by an absolute majority of the votes of the members of the Board of Directors present at meetings.
3. The Chairman of the Board of Directors has a casting vote.
4. The IDP is bound by the signature of two members of the Board of Directors, one of whom must be the Chairman or, in their absence or impediment, the Vice-Chairman.
5. The Board of Directors may delegate powers to any of its members.
ARTICLE 22 (EXECUTIVE POWERS)
The Chairman ensures the day-to-day running of the IDP and carries out the administrative tasks entrusted to him by the Board of Directors.
SECTION V – AUDIT COMMITTEE
ARTICLE 23 (COMPOSITION)
1. The Audit Committee is made up of a Chairman, a First Member and a Second Member.
2. The First Member replaces the Chairman in the event of their absence or impediment.
3. The members of the Audit Committee are elected on a list specifying the positions for which they are standing.
ARTICLE 24 (COMPETENCE)
The Audit Committee is responsible for:
a. Monitoring and controlling IDP's financial management;
b. Issuing an opinion on the annual report, balance sheet and accounts;
c. Issuing an opinion on the annual budget;
d. Giving an opinion on other financial matters, whenever requested to do so by another IDP body.
ARTICLE 25 (MEETINGS)
1. The Audit Committee meets ordinarily once a year to issue opinions on the previous year's report, balance sheet and accounts and on the current year's budget.
2. The Audit Committee meets extraordinarily whenever convened by its Chairman, on their own initiative or at the request of any other IDP body.
3. The Audit Committee meets when, at least, two of its members are present.
SECTION VI - SCIENTIFIC COUNCIL
ARTICLE 26 (COMPOSITION)
The Scientific Council is made up of personalities of recognised scientific merit in legal science or other scientific areas of relevance to the purposes of the IDP.
ARTICLE 27 (COMPETENCE)
The Scientific Council is responsible for:
a. Issuing an opinion on the annual activity plan;
b. Issuing an opinion on the admission of honorary members;
c. Requesting the convening of the General Assembly;
d. Pronouncing on any issues relevant to the life of the IDP, on its own initiative or at the request of the Board of Directors.
ARTICLE 28 (MEETINGS)
1. The Scientific Council meets ordinarily once a year to issue an opinion on the activity plan for the current year.
2. The Scientific Council meets extraordinarily whenever convened by any of its members.
3. The members of the Scientific Council may be replaced in the event of their absence or impediment.
CHAPTER V - REVENUE AND ASSETS
ARTICLE 29 (REVENUE)
The IDP's revenues are:
a. Fees, DUEs and other contributions paid by full members;
b. Subsidies and donations received;
c. Sponsorships;
d. Proceeds from its initiatives and publishing activities;
e. Proceeds from the services it provides;
f. Any other income from its own assets or that may be attributed to it under the terms of the law or these Statutes.
ARTICLE 30 (ASSETS)
In the event of its extinction, the remainder of the IDP's assets shall revert to the Faculty of Law of the University of Lisbon, with the task of pursuing the IDP's remit whenever possible.