NATIONAL ACADEMY OF ENGINEERING BY LAWS   Approved by Decree of the National Executive Power N° 2347 November 11th, 1980   CHAPTER I – NAME, CONDITION, DOMICILE AND CAPACITY   Article 1° - The National Academy of Engineering is a technical, scientific Institution, functioning as a civil association with the power of a legal entity. Its domicile is in the Federal Capital.   Article 2° - The Academy has capacity to acquire rights and obligations. Consequently, it can perform all the juridical acts necessary for the accomplishment of its functions if they are not prohibited by law.   CHAPTER II – AIMS AND LEGAL POWERS   Article 3° - The aims of the Academy are the following: a) To foster and spread technical and scientific research work related to engineering, leading to the development and progress of the country; b) To study the several aspects related to engineering: teaching and research work, professional work, plans connected with the public and private works, specially those of national interest; c) To express its opinion, whenever it is considered convenient, on the above mentioned issues, and clarify the questions posed by the national, provincial or municipal authorities, public and private universities and educational institutions, and the professional associations; d) To foster, by all possible means, the cult of dignity in the accomplishment of technical, scientific and professional engineering activities; e) To establish and keep relations with the domestic and foreign institutions devoted to the study of engineering sciences and all other sciences related to them; f) To found laboratories, institutes or research centers, as well as to hold lectures, seminars, conferences and all other king of meetings with domestic and foreign specialists. To establish rewards and incentives prizes to the studious and researchers; g) To take an active part whenever required in the constitution of boards of juries formed to pass legal opinion on technical or scientific reports; h) To create a rostrum for its members and remarkable persons in science or technology invited for such effect, to express their ideas publicly; i) To organize a specialized library for its members and general public, having in mind the purpose of its creation, promoting the exchange of publications and requiring to similar organizations as well as public and private institutions to send their books, brochures and reports.   Article 4° - To that end, its legal powers are: a) To choose its Titular, Corresponding, Honorary and Emeritus Members; b) To periodically hold private sessions to discuss and solve internal affairs of the Institution and receive technical and scientific reports, as well as public sessions to have similar meetings and conferences; c) To provide for the partial or total publication of the decisions or items treated in the sessions, of the works or information presented, of the conferences or reports, and everything connected with the field of engineering; d) To participate in Juries to determine the value of intellectual work and to award prizes; e) To hold intellectual and scientific meetings leading to the achievement of its purpose; f) To carry out all the legal proceedings to achieve its aims, included the ones mentioned in Article 1881 of the Civil Code, sections 1st, 2nd, 3rd, 4th, 7th, 8th, 10th, 11th, 15th and 16th; g) To make contracts with the State or with private institutions for the study of technical and scientific subjects, with adequate payment; h) To issue its own internal regulations.   CHAPTER III – ON ITS CONSTITUTION   Article 5° - The Academy will be composed of Titular, Honorary, Corresponding and Emeritus Members. In order to become a Member of the Academy it is absolutely essential, under all circumstances, to have a university degree in one field of engineering, to have had an outstanding performance in scientific or technical research, in the university chair or other teaching posts, or as a publisher in similar fields, or in his career, and to have an excellent public reputation. In very exceptional cases the degree in engineering may not be required such as the case of a well-known person working in the field of engineering. All the academic chairs will be for life and ad-honorem. The Academy will have the right to remove any members on the grounds of misdemeanor or professional breach that may impair the reputation of the Academy. In the above-mentioned cases, the Academy will function as a Tribunal of Honor and will proceed in accordance with the resolutions established in its Internal Regulations.   Article 6° - The Titular Members will be forty in number, the majority of them being Argentine by birth and with a maximum of six being Argentine by naturalization. They will preferably be domiciled in the city of Buenos Aires, or within a distance not farther than sixty kilometers away, so as to ensure the regular functioning of the Corporation. In spite of that, the Academy will have the right to appoint a certain number of Titular Members domiciled in the country farther than the specified area.   Article 7° - The number of Corresponding Members will be determined by the Internal Regulations. The Corresponding Members will be people who, apart from meeting the requirements established in Article 6°, can represent the Institution in their place of residence. Such a residence may be within the country, with the exception of the city of Buenos Aires and the area of sixty kilometers around, or in a foreign country.   Article 8° - In very special cases, Argentine or foreign professionals meeting the requirements included in Article 5° and with an outstanding performance, may be appointed as Honorary Members of the Academy.   Article 9° - The Academy will have the right to appoint as Emeritus Members to Titular Members in the following instances: a) Whenever Members resign; b) Whenever Members believe they are unable to continue taking active part in the Academy works owing to different reasons. In both cases, such an appointment will determine the vacancy of the corresponding chair as a Titular Member.   Article 10° - The Titular Members will have the following rights and duties: a) To attend the public and private sessions with the right to vote and to become a Member of the Board of Directors through election; b) To submit reports to the Institution and to give public lectures in the premises of the Academy; c) To receive the publications of the Academy; d) To act on behalf of the Academy when necessary; e) To act as a Member of a special committee appointed by the Academy; f) To pay social fees; g) To report change of domicile.   Article 11° - The absence of a Member at the sessions for a year without notice will be regarded as a resignation to the position of Titular Member; such a resignation will be treated in the following session.   Article 12° - Corresponding Members will represent the Academy in their place of residence. They may send papers to be studied by the Academy, attend its meetings without the right to vote and lecture in public meetings with permission granted by the Board of Directors. Honorary Members will have the right to attend the meetings of the Academy without the right to vote and to lecture in public meetings with permission granted by the Board of Directors. Emeritus Members will have the same rights and duties as Titular Members, excepting the right to vote or to be a member of the Board.   Article 13° - Titular Members who change their domicile will keep their position. Corresponding Members, who move to the city of Buenos Aires or within an area of 60 kilometers around it, will be considered Corresponding Members as if they were residing in their former domicile and they will not represent the Academy in their new place of residence. If they move to another part of the country or go abroad, they will become Corresponding Members in their new place of residence.   Article 14° - The vacancies left by Titular Members will be filled in the following way: a) In an ordinary session the Academy will determine how many and which vacancies will be filled and will establish the deadline to present the proposals of candidates, such proposals being signed by three Members and specifying the candidates background and degrees. Should the candidate have no engineering degree, considered as exception in Article 5°, the proposal must be signed by six Titular Members; b) After the deadline mentioned above, the Secretary will inform to the Members that the list with the candidates’ names and background is at their disposal for a fortnight. And the proposals will be sent to the corresponding sections to be studied; and the resulting reports will be issued within a fixed period of time, not less than a month; c) The proposals will be considered in the following session, after the corresponding sections has presented its report and once they have been included in the agenda; d) Such a session will be convoked at least ten days in advance and the quorum required will be more than half the number of the Titular Members acting at the moment; e) The ballot will be secret, and the scrutiny will be done by two Members, appointed by the President. If there is only one candidate, Members will vote for “yes” or “no”, and the candidate will be elected if two-thirds if the Members have elected him; if there is only one vacancy and two or more candidates, the one who gets two-thirds of the votes in the first ballot will be elected; if such a result is not obtained, a second ballot will take place, and if none of the candidates gets the two-thirds, the two candidates that have obtained the highest number of votes will be selected to participate in a third ballot, in which the election will be made just by simple majority; f) The sessions in which the proposals and election of candidates are considered, will be secret.   Article 15° - The designations of Corresponding Members are subjected to the same regulations as for Titular Members.   Article 16° - The designations of Honorary Members are subjected to the regulations included in Article 14°, but the proposals must be signed by ten Members.   Article 17° - The sessions referred to in sections d) and e) of Article 14° must be convoked at least ten days in advance and more than half of the active Titular Members must be present for the election to take place.   Article 18° - The designations of Emeritus Members will be decided by majority of the two-thirds of the present Members, such appointments being included in the agenda.   Article 19° - Titular Members thus chosen must join the Academy in a public session, within a year from his designation.   Article 20° - In the sessions held to incorporate new Members the Academy will assign one of its Titular Members to speak on its behalf. The new Member will read an unpublished paper and talk about the personality of the Member whose vacancy he has filled.   Article 21° - The academic positions will be numbered and the chairs may be named after great late scientists. The new Members will fill the vacancies.   Article 22° - The Academy will be divided into Sections according to the different fields; the Internal Regulations will determine the number of Sections, the field of science towards which each section will correspond and the way each section will be constituted, managed and run. The Academy may also appoint Special Committees, on a temporary or permanent basis, to cooperate with the Sections or for studies not pertaining to any Section.   Article 23° - The Academy may be in charge of the scientific, technical or artistic Institutes created or to be created. The relationship between the Academy and such Institutes will be determined in the Internal Regulations.   Article 24° - The Academy will be qualified to award honorary prizes and pay homage, namely: a) Appointment of an Honorary President, who should be one of the Titular or Emeritus Members who has excelled owing to his moral standards and to his performance in the scientific and technical fields and to his outstanding performance in the academic dignity; b) To the people not related to the Academy but who worked for its development or to famous scientists and technicians, or to living or late members of the Academy. In all the above cases the decisions established in the Internal Regulations will be followed.   CHAPTER IV – ON THE AUTHORITIES   Article 25° - The Academy will be directed and managed by its Board of Directors, composed of a President, a First Vice President, a Second Vice President, a Secretary, a Pro-Secretary, a Treasurer and a Pro-Treasurer. The Members of the Board must be Titular Members of the Academy. They will hold their position for two years and may be re-elected. The election to fill the position will be carried out in a session of the Academy referred to in Article 39° or in an Extraordinary Session. The ballot will be secret and the election will be made by simple majority, the quorum required being more than half of the active Titular Members; the session may start half and hour later than the time called for if a third of the Members are present. In case the President is re-elected, the vote of three-quarters of the present Members will be requested.   Article 26° - The Board of Directors is in charge of the direction of the Academy and its legal powers are: a) At the beginning of each year, to establish the plan of activities to be developed by the Academy during the Exercise, once it is considered and approved by the Assembly; b) To prepare the annual budget of the Academy from the project made by the President and the Treasurer at the end of each year; c) To get acquainted with the President and Treasurer’s Administrations of the funds of the Academy; d) To discuss the Financial Report and the Balance, the Inventory and the Account of Income and Expenditures submitted to the Assembly for its approval; e) To appoint and to remove the personnel of the Academy following the President’s suggestion. As regards of the technical personnel, the Academy will take intervention; f) To formulate the projects of the Internal Regulations; g) To establish the prices of publications of the Academy; h) To propose to the Academy the necessary measures to improve the performance of its activities.   Article 27° - The Board will meet at least once a month, under the President’s call or whenever two of its Members consider it necessary; in this later case the meeting will take place within ten days after it has been petitioned. The call will be done by circular letters sent to the domiciles of the Members at least ten days in advance. Its quorum will be constituted by more than a half of its Members and the decisions will be taken by majority of the votes of the present Members. It will take act of its resolutions; it will establish its own internal regulations and will give the Academy an annual account of its activities.   Article 28° - The President will represent the Academy and will convoke and preside the sessions and the meetings of the Board of Directors; he will propose the appointment and removal of the administrative and technical personnel; he will administer the Academy’s capital assets according to the budget approved, informing the Board and working together with the Treasurer; he will solve the urgent issues letting the Academy know in the following session and will take the necessary measures for the adopted decisions to be carried out. In case of absence the President will be replaced by the First Vice President or in his absence by the Second Vice President; if both the First and Second Vice Presidents are absent, the most senior Member of the Academy will take the President’s place, and among those with the same seniority, the oldest Member will take over. If the position of President becomes vacant, the First Vice President or in his absence the Second Vice President, will be appointed to finish the term. In case of total acephalia at the Presidency, the Secretary or in his absence, two Members, will call for the election of Members to fill the vacant position within thirty days. The substituted President will finish the term.   Article 29° - The Secretary, apart from his duties, will prepare, in agreement with the President, the sessions and redact the acts. He will convoke a session under the President’s requirement and will be in charge of the Records and Library of the Academy. The Pro-Secretary will collaborate with the duties of the Secretary and will substitute for him in case of absence and will finish the term in case of vacancy.   Article 30° - The Treasurer will be in charge of the patrimony of the Academy and harmoniously with the President, of all that related to the management of funds, the accounting for its activities, the drafting of the annual budget, etc. The budget will be planned at the end of each year, so that it can go into force the succeeding year; and will be planned on the basis of the available resources, the personnel’s salaries, the general expenses and contingencies and publications. The Pro-Treasurer will collaborate with the Treasurer, will substitute for him in case of absence and will finish the term, in case of vacancy.   Article 31° - The Academy Members will hold their positions until their substitute takes over even after his term becomes due.   CHAPTER V – ON THE SESSIONS   Article 32° - The Academy will hold plenary sessions and sections’ meetings to deal with subjects related to their aims, administrative issues or any other subject that may concern the Corporation. Plenary sessions will be ordinary, extraordinary, public, private or secret. A special session of the Assembly will be held once a year according to Article 38° of the present By Laws. Ordinary sessions will be held at least once a month, from April 15th to December 20th. Extraordinary sessions will be held whenever the President thinks it convenient or when five of its Titular Members ask for it; in this later case, the session will be convoked ten days after the petition.   Article 33° - In the public or private sessions papers submitted by its Members will be discussed, whereas in the private sessions all the issues related to the management or administration of the Academy will be dealt with. Papers submitted by non-members may also be considered as long as those people are introduced by a Titular Member. The rules concerning the nature and operation of the sessions will be established in the Internal Regulations.   Article 34° - All sessions will be convoked by means of a written note addressed to each of the Members at least eight days in advance and specifying the matters to be treated.   Article 35° - The ordinary and extraordinary sessions, except in the case listed in Articles 14°, 15°, 16, 39° and 43°, will require more than half of the active Titular Members to reach their quorum; the session may start an hour later than the fixed time if a third of the Members is present. With the exception of the cases listed in Articles 14°, 15°, 16° and 39°, the resolutions will be adopted by a favorable vote of the majority of the presents.   Article 36° - The sessions may be public whenever the Academy considers it necessary. No fixed quorum will be required in such cases.   Article 37° - Outside expressed declaration of the Academy, taken with its quorum and by majority according to Article 43°, it will not take solidarity with doctrinaire ideas emitted by its Members.   CHAPTER VI – ON THE PATRIMONY   Article 38° - The patrimony of the Academy is constituted by all the goods owned at present and the ones it may acquire in the future. The Academy may integrate foundations and accept donations, legacies and all kinds of contributions for prizes, all the help received being defined to promote scientific and technical development. It may also acquire, sell or mortgage real estate so long as such a decision is taken by an assembly summoned to that purpose, with the quorum required in the corresponding articles of its Internal Regulations.   Article 39° - According to Articles 26°, 28° and 30° the funds of the Academy will be administered by the President with the Treasurer’s intervention and with the knowledge of the Board of Directors; he must give an annual account of the financial activities that will close December 31st. To that end a special session of the Assembly will be held yearly, within a hundred and twenty days after the closure of the fiscal year; the Financial Report, the Balance, the Inventory, the Account of Incomes and Expenditures will be discussed and approved in that session. The authorities of the Academy will be elected in the same session whenever it is required. The Academy will have an account in the Argentine National Bank and it may also have it in other banks according to the regulations in force. It must account to the National Executive Power for the way the money contributed by the State was invested on the date and in the way determined by the corresponding legal regulations. Every year it must send to the General Inspection Office of Corporations and Civil Associations the names of the members of the Board, the Financial Report, the Balance, the Inventory, the Account of Income and Expenditures.   CHAPTER VII – DISSOLUTION OF THE ACADEMY   Article 40° - The Academy may be dissolved in the following cases: a) Acting on the decision taken in a special session called to that effect, with a quorum of more than two thirds of the active Titular Members and with a majority of two thirds of the presents; such a dissolution based on the inability of the Academy to accomplish the purposes established in Article 1° of the present By Laws; b) Acting on the regulations included in Section 2° of the Article 48° of the Civil Code. In both cases the dissolution must be approved by the National Executive Power.   Article 41° - Once the Academy has been dissolved and after liquidating its assets and liabilities, what remains will pass on to the Faculty of Engineering of the University of Buenos Aires.   CHAPTER VIII – GENERAL REGULATIONS   Article 42° - In the first ordinary session of the year, the President will present a memory on the situations and activities already performed or to be performed.   Article 43° - The present By Laws may be reformed following a decision taken by the Academy or on a petition made by five Members. The reforms will be discussed in a session of Assembly called for that end and after it has been informed to the General Inspection of Juridical Persons; the quorum required will be more than half of the active Titular Members. The decision will be taken by majority. If the above stated quorum cannot be obtained, a new session will be convoked until obtaining the quorum.