Bylaws of the National Academy of Sciences

Chapter I
General Regulations

Art. 1. THE NATIONAL ACADEMY OF SCIENCES is a scientific corporation initiated in 1869, supported by the Argentine government since it was reorganized in 1878 and according to the Decree Law No. 4362 of the year 1955. It has permanent site in the City of Córdoba in its building at Avenida Vélez Sarsfield Nº 229-249.

Art. 2. The President of Argentina is the born protector of the Academy. Its management is in charge of the Executive Committee (EC).

Art. 3. The mission of the Academy is:

a) To contribute to the development, progress and communication of the Exact and Natural Sciences: Astronomy, Biological Sciences, Physics, Earth Sciences, Mathematics, and Chemistry. This list of sciences can to be modified by the EC ad referendum of the General Assembly.
b) Encourage the study of the country in all aspects of science referred to in the preceding paragraph.
c) To spread the results of investigations and studies by means of publications and/or conferences. d) To serve as Consultant Council for the National Government or for Provincial Governments and official scientific institutions when requested, in the scientific topics that concern the Academy.
e) To institute and discern awards to scientific productions.
f) Maintain scientific, cultural, and trade relations with other scientific institutions.
g) To maintain the Library duly organized and able to be used and consulted by the public.

Art. 4. The endowment of the Academy, its operations and the acts of its representatives and agents are exempted of all national, provincial and municipal contributions or taxes under the Decree Law No. 4362, which consists of:

a) Movable assets such as machines, various devices, goods and real estates as the property thereof now and the ones acquired in the future by any legal deed. The bibliographic material of the library is an important part of the Academy endowment.
b) The official resources, that is, the budget annually allocated to the Academy by the Government for its operations and by other official grants.
c) Its own resources constituted by grants, gifts, inheritances, donations and legacies received from private persons or entities, or the proceeds of its publications, income, and any other activity resulting from the fulfillment of its mission.

Chapter II
Members of the Academy

Art. 5. To be an Academy Member is an honor conferred on those who have engaged with relevant merit, the cultivation and development of the Natural and Exact Sciences. The condition of Academy Member is lifelong and ad honorem.

Art. 6. To be appointed an Academy Member, it is required to be proposed by one or more Academy Members, attaching a detailed curriculum vita of the candidate. In the proposal, the contribution of the candidate to the advancement of knowledge in his/her discipline must be clearly indicated. In the case of non-national residents it must be indicated, in addition, in an explicit and detailed manner the contribution to the development of science in Argentina.

Art. 7. The election and appointment of Academy Members will occur once a year by the EC. Academy Members may be of Number, Corresponding or Emeritus. Those of Number will be 20 minimum and 40 maximum, completing the maximum number of 40 seats of honor in the case of vacancies.

The Number Members of the Academy are elected among the Academy Members residing in Argentina, taking into account:

a. The significant contributions made to the Academy;
b. Be under 80 years of age;
c. Belong to a scientific field that, according to the criteria of the EC, is important to be considered for an adequate balance in the representation of the different disciplines dealt with in the Academy.
d. Seniority as an Academy Member.

The Academy Members other than the Number Members, residing either in the country or abroad, will be Corresponding Members, without limit of number.

Emeritus Members are Number Members that, having reached the age of eighty years old, have obtained the acknowledgment of peers for his/her performance in favor of the Academy. This distinction will have a lifetime character.

Art. 8. The procedure to be followed to appoint new Academy Members is as follows:

a) All proposals to appoint new Academy Members received during a year will be considered in the first session of the EC in the following year.
b) The EC will receive the proposals and control if they fulfill the provisions of the Articles 6 y 7.
c) The EC will inform all the Academy Members of the applications of the candidates and the corresponding curriculum will be sent to those that request it. The observations that the Academy Members judge pertinent must be presented or sent in writing to the Secretariat within 30 calendar days of being informed.
d) If during those 30 days, justified objections are received from Academy Members, the candidate will require 6 or more votes in order to continue the processing of this application.
e) If, however, after that time, no objections are notified to the Secretariat, the EC will designate three advisers and one alternate who shall be members of this and other national Academies, either Argentine or from other countries. The advisors must submit to the EC, within 30 calendar days of reception of the documents, a justified report of the merits of the proposed candidate.
f) The EC must analyze the reports and will decide, by secret vote, the acceptability of the candidates. At the moment of voting, eight members of the EC with no conflict of interest must be present to cast their vote. The EC Members that proposed a candidate must refrain to participate in each of the acts where the incorporation of that candidate is considered.
g) With a result of at least six favorable votes, the EC will appoint the candidate as a new Academy Member.

Art. 9. The incorporation of a new Academy Member will be formalized in a public act in which the new Member will deliver a lecture on a topic of his/her choice.

Art. 10. In the case a Number Member reaches the age of eighty years old, his/her seat of honor will become vacant. If he/she is a member of the EC, he/she will continue as a member until finishing the term. The EC, once in the year, will appoint an ad-hoc Committee of three members that will evaluate the curriculum of the 80-year-old Number Member to consider awarding him/her the distinction of Emeritus Member. The opinion will be submitted for the consideration of the EC.

Chapter III
Executive Committee

Art. 11. The Academy is governed by an Executive Committee (EC) of 16 Number Academy Members, eight Full Members: a President, a Vice-President, an Academy Secretary, an Academy Pro-Secretary, four Board Members and 8 alternate Board Members. All positions will be ad honorem. EC members will remain in office for four years and can be reelected once.

All the Academy Members residing in the country vote for 16 EC Members from among the Number Academy Members. The election will be by the double envelope system that will be deposited in the Academy or sent by postal mail. The eight most voted Number Members will be the full members of the EC and the eight immediate following members will be the alternate ones.

If two or more candidates obtain the same number of votes, priority will be given to the candidate with more seniority as a Number Member of the Academy. The 8 full EC Members will elect, in secret and consecutive voting instances and by simple majority of votes, the following authorities: President, Vice-President, Academy Secretary and Academy Pro-Secretary. The rest of the members will be Board Members.

Art. 12. In case of illness, absence, resignation or death of the President, he/she shall be replaced by the Vice-President; in the first two cases, until the cessation of the cause, and in the last two, to complete the term. In case of vacancy of the Vice-President, Academy Secretary or Academy Pro-Secretary, these will be replaced from among the EC Board Members, elected by secret vote of the EC. In this case, the first alternate Board Member will replace the Board Member.

EC Members absent without just cause in three consecutive EC meetings or five alternate, will be replaced, upon notification, by the first alternate Board Member.

Art. 13. The EC will be in charge of all the issues concerning the Academy, as follows:

a) To issue the necessary internal regulations for the best fulfillment of its mission.
b) To elaborate and approve annually a financial project for the use of the official and proper resources available. The President will be in charge of the execution thereafter, who will inform the EC, when necessary or upon request, about any aspect related with these investments.
c) Approve, after the end of each fiscal year fixed at December 31, Memory and Balance Sheet with table of Results for consideration by the Annual General Assembly together with the financial report of the national grants that the President will submit to the corresponding organisms.
d) To accept grants, inheritances, bequests, gifts and administer the resources coming thereof.
e) To acquire or sell movable properties or real estates. As regards real estates, the approval of the Assembly will be required.
f) To propose the order, nature and frequency of sessions.
g) To appoint the technical, administrative and service staff.
h) To fulfill the mission established in the Art. 3 after the previous participation of the internal Committees, when pertinent.
i) To organize all the acts leading to the fulfillment of the mission.

Art. 14. The EC will have quorum with half plus one out of the complete number of its Members. The EC Member that cannot attend a session will notify the Academy in due course and time so that the Secretary can summon the first alternate member to take his/her place and, if this is not possible, the second member following the Alternate Board list of Members, and so on. If the quorum is not obtained as specified above, the most seniority Number Member who is not a member of the EC will be notified.

Art. 15. If due to resignation, death or other reasons the EC is without quorum, the rest of the EC Members will cite an Extraordinary Assembly in a period shorter than 90 days to call for a new election according to the bylaws.

Art. 16. The decisions of the EC will be taken by a simple majority of the Members present in the session, except as specified in Art. 8 and in case of tie the President will decide. Such decisions will be authorized with the signature of the President and endorsed by the Academy Secretary in the Minute Book.

Chapter IV
Internal Committees

Art. 17. The EC will appoint the following Internal Committees:

a) Promotion of Sciences Committee
b) Library Committee
c) Publications Committee
d) Extension Committee
e) Other Committees that the EC may consider necessary.

Three Number Academy Members, one of which must be member of the EC, will constitute each Committee, all of them appointed by the EC. The Members of each Committee must elect among them, the Coordinator of the Committee.

The Promotion of Sciences Committee will have the mission to foster or support any activity considered of scientific interest, including congresses, symposia or specific activities. In addition, this Committee shall encourage lectures on topics related to the sciences cultivated in the Academy, advising the EC with respect to the decisions to be taken in these issues. Furthermore, this Committee will propose activities directed towards the inclusion of new initiatives that can contribute to fulfill the mission of the Academy.

The Library Committee will advise the EC about anything concerning: the acquisition of bibliographic material, maintenance of collections and indexing of the existing material, among other similar activities.

The Publications Committee will be in charge of the reception of scientific work for the different publications of the Academy. This Committee will decide if such a work is suitable as regards scientific theme and value and, in an affirmative case, submit the receptions for consideration of, at least, two qualified referees, either members of the Academy or not. These referees will deliver the corresponding report within 90 days of reception of the original work stating the convenience and suitability for publication thereof, decision that will correspond to the EC.

The mission of the Extension Committee is to carry out all actions necessary to communicate scientific knowledge and encourage the interest for sciences, as required by the different regions of our country.

Art. 18. The EC may constitute other Committees consisting of three or more Academy members for determined purposes and for a limited period of time.

Chapter V
President

Art. 19. The President of the EC is the representative of the Academy in all issues related hereto.

Art. 20. In addition to the obligations established in Chapter III, the President will:

a) Convene the EC at least every three months or whenever deemed appropriate or necessary, and enforce its decisions.
b) Present annually to the EC, the draft budget allocation of the Academy and negotiate with the corresponding authorities, the appropriate grants and subventions that the Academy considers convenient.
c) Present before the EC at the end of the fiscal year, the Memory and Balance Sheet with the table of Results together with the financial report of the grants received.
d) Supervise the organization of the archive of the Academy, to ensure the updating of the Minutes Book of the EC sessions, which the President will sign together with the Academy Secretary and control the adequate movements of the accountancy books, as well as the inventory of the assets of the property of the institution.
e) Sign minutes, notes, communications, diplomas and spreadsheets, and authorize with his/her signature jointly with the Academy Secretary and/or with the Vice-President. The banking checks and documents of the Academy must be signed by the President or the Vice-President in case of absence, on the one hand, and on the other hand, by the Administrative Secretary or Secretary Assistant.
f) Adopt, in cases of urgency, the measures deemed necessary, reporting these measures in the first EC meeting.
g) The President has his/her own vote and the tiebreaker.

Chapter VI
Administrative Secretary

Art. 21. The Administrative Secretary is the immediate chief of the administrative and service staff of the Academy, and holds a rented position. The Administrative Secretary will be appointed by the EC in a special session, by majority of votes with the presence of 8 members of the EC. In case of temporary absence, his/her functions will be carried out provisionally by the Secretary Assistant.

Art. 22. The Administrative Secretary will carry out the following activities:

a) To be in charge of the Minutes Book of sessions, the administrative correspondence, and to keep organized the archive of the Academy.
b) Countersign the signature of the President in administrative documents.
c) To sign and send citations by certified post, to attend the sessions of the EC, and carry out all the administrative work required by the EC or the President.
d) Be responsible for the tasks of correct printing of publications, reviewing and correcting the respective proofs.
e) To monitor the proper conservation of the premises of the Academy, its furniture and equipment.
f) Be responsible for the inventory and accountancy books of the Academy; the preparation of accountability to be submitted for the approval of the National Court of Audits, and countersign the signature of the President in all salary and expenses checks.

Chapter VII
Investigations and Studies

Art. 23. In the case the Academy grants any kind of financial support for research work, the beneficiary must submit to the EC within the deadlines the EC establishes, a report with the corresponding accountability. In case the results are published, it must be explicitly recorded the Academy´s financial support.

Art. 24. Any object or sample with value or scientific interest, as well as artwork and documents, machinery or instruments collected or obtained during the research supported by the Academy, will become the heritage of the Academy itself or of official national or provincial institutions, as recommended by the researcher benefited with the financial support, following the corresponding regulations.

Chapter VIII
Publications

Art. 25. The publications of the Academy will deal with the research work or divulgations from authors that may or may not be Academy Members.

Art. 26. The Academy will publish different types of publications considered relevant to the dissemination of knowledge. In addition, the Academy will foster the publications of a didactic character or for the spread of knowledge, approved by the Publications Committee.

Art. 27. Each Academy Member is entitled to a copy of the publications of the Academy.

Chapter IX
Assemblies

Art. 28. Pursuant to the provisions regulating the function of Legal Persons, the Academy must call for Assemblies that will be Ordinary or Extraordinary in which the Academy Members residing in the country can participate with voice and vote.

Art. 29. The Ordinary Assemblies will be summoned annually within one hundred and twenty days after the closing date of the socio-economic exercise, whose closure will take place on December 31 of each year, and the same shall:

a) Consider and decide on the Report, Balance Sheet with table of Results and report of the Auditor of Accounts or his substitute.
b) Consider and resolve any matter properly included in the agenda.

Art. 30. The Extraordinary Assemblies will be held:

a) When summoned by the EC by own resolution to consider unpostponable issues.
b) When requested in writing by not less than the 50% of the total Number members of the Academy, stating the topics to be considered. In this case, as well when requested by the Account Reviewer, the EC must adopt a resolution to that effect within 30 days of the petition.

Art. 31. The summon to Assembly shall be made at least 20 days before the date set for its completion. It shall be communicated with 8 days in advance, to the Academy Members residents in the country through circular letters, with date, time, venue and agenda to be considered. In addition, every summon to Assembly shall be published in the Official Bulletin of the Province for three days and reported to Inspections of Legal Societies in the form and terms of law.

Art. 32. The Assemblies, whatever its nature, will be constituted at the time stipulated in the call, with the presence of half plus one of the Number Members of the Academy. If the quorum is not achieved, an hour later the Assembly will be constituted validly, irrespective of the number of Academy Members present.

Art. 33. The Assemblies will only deal with the issues of the agenda. The Academy Members will participate personally not being admissible the proxy vote.

Art. 34. The Assemblies will be presided by the President of the Academy and in case of absence, by his/her statutory replacement. In addition, two Academy Members present will be appointed on behalf of the Assembly to sign the Minute.

Art. 35. No Academy Member may use the word without having previously asked the Presidency, who grants it by priority right.

Chapter X
Auditing of Accounts

Art. 36. The auditing of accounts will be in charge of an Accounts Reviewer, a Number Academy M ember elected by the Assembly for a period of 4 years. The charge will be ad honorem, may be reelected and the duties and rights are the following:

a) To oversee the perceptions and investment of the funds of the Academy.
b) To examine books, documents and proof of expenses that will be requested from the Administrative Secretary, at least once per trimester and inform the EC about the result of such examination.
c) To annually inform the Assembly about the content of the Balance Sheet with the table of Results.
d) Attend to the EC sessions when considered convenient and with right of voice only, to propose in writing, the improvements considered convenient to be introduced in account auditing procedures and/or controls.
e) To call to General Ordinary Assembly when the EC omits doing so, under the provisions of these bylaws.
f) To request the EC the summoning of a General Extraordinary Assembly when the circumstances require it.
g) The Auditor of Accounts will take care to exercise his/her functions so as not to hinder the normal administrative movement.
h) Together with the permanent Account Reviewer, an alternate member will be elected, with the same conditions and equal mandate, to replace the permanent Reviewer in all case of absence or vacancy and with the same rights and obligations.

Chapter XI

Art. 37. These Bylaws can be modified by the approval of an Extraordinary Assembly through the affirmative vote of the two third parties of the Academy Members present.

Art. 38. The dissolution of the entity will not be ordered while there are at least twenty Number Members of the Academy and a number of members of the EC greater than or equal to the minimum quorum required, who will commit to preserve the compliance of mission of the Academy. If there is an effective dissolution of the corporation, it will be called to an Extraordinary Dissolution Assembly that will appoint the liquidators who can be the same EC or any other committee of Academy Members that the Assembly designates.

The Supervising Organ must monitor and control the procedure of the liquidation of the institution. Once the debts, if any, are honored, the remains of the assets will be destined to an Official or Private Non Profit Legal Entity, located in the country and acknowledged as exempt from taxation by the Federal Administration of Public Incomes (AFIP) or the organ replacing this body, according to the decision of the Extraordinary Dissolution Assembly

Córdoba, 30 April, 2014.