The association denominated Portuguese Construction Technology Platform, hereinafter referred to as “PTPC”, is a non-profit legal person, with legal personality, established for an indefinite period of time and regulated by these articles.

1- The registered office of PTPC is in Porto, at Rua Álvares Cabral, n.º 306, 4050-040 Porto – Cedofeita.

2- The registered office can be transferred to another location in the national territory after deliberation of the General Assembly, at a meeting convened for that purpose.

3- Delegations or any other forms of representation of the PTPC may be created, by decision of the General Assembly, wherever deemed necessary or convenient for the pursuit of PTPC’s purposes.

1- PTPC has as its objective the promotion of the reflection on the sector and the implementation of initiatives and research projects, development and innovation, which may contribute to the increase of its competitiveness in the general framework of the economy, congregating and promoting the cooperation between companies, National Scientific and Technological System (SCTN) entities, associations, federations, confederations, public or private entities, of the construction sector and public works or associated to it.

The following constitute revenue for PTPC:
a) Proceeds from fees and dues paid by members;
b) The interest and income from PTPC’s assets;
c) Income from services provided by PTPC;
d) The proceeds from the sale of publications published by PTPC;
e) The benefits, donations, contributions, subsidies or incentives PTPC receives;
f) Any other revenues that, by law, regulation or contract, are attributed to PTPC.

The following constitute expenses for PTPC:

a) Those arising from its regular operation;
b) Those resulting from expenses assumed in the pursuit of PTPC’s object, within the framework of the budget and plan of activities approved by the General Assembly.

1 – The corporate bodies of PTPC are:
a) General Assembly
b) Strategic Council
c) Audit Board
d) Executive Committee

2 – The members of the corporate bodies are appointed for periods of three years and may be re-elected.

3 – The member elected to any PTPC corporate body shall indicate to the President of the Board of the General Meeting, within a maximum period of fifteen days after the election, the individual who will exercise the respective position on its behalf.

4 – No member should be represented in more than one corporate body during the same term of office, with the exception of the provisions of article 19.

5 – In case of rupture, for any reason whatsoever, of the bind between the company representative in the corporate body and the member company, or in case of permanent impediment of the representative for the exercise of his or her functions, the member company shall appoint a new representative

6 – The exercise of any position in the governing bodies of the PTPC is not remunerated.

1 – The General Assembly is constituted of all members in the full enjoyment of their rights.
2 – Members may, through a credential delivered to the Presidente of the General Meeting, be represented at the General Meeting by another member, except as regards voting on resolutions aimed at amending the bylaws, suspending or dismissing members of the corporate bodies and dissolving PTPC, without prejudice to the provisions of Article 4 and 176. of the Civil Code.
3 – No member may represent more than two PTPC members at the General Assembly.
4 – The member shall not exercise its voting right, by itself or in representation of any other member, on matters where there is a conflict of interest between itself or its represented parties, on one hand, and the PTPC or the members of its corporate bodies, on the other.

In addition to the provisions of the law, the General Assembly is responsible for:
a) Discuss and deliberate on all matters for which it has been convened;
b) Elect the members of the Strategic Council and the Audit Board;
c) Discuss and approve the general lines of action of PTPC and the Strategic Agenda proposed by the Strategic Council;
d) Approve, annualy, the Activity Plan and Budget of PTPC, proposed by the Executive Committee;

e) Discuss and approve, annually, the Annual Report presented by the Executive Committee;
f) Approve PTPC’s regulations.
g) Set the value of membership fees and dues;
h) Deliberate on the acquisition, disposal and encumbrance of movable and immovable property, proposed by the Executive Committee, after a favourable opinion from the Strategic Council;

i) Deliberate on the rental or lease of any assets, proposed by the Executive Committee, after a favourable opinion from the Strategic Council;
j) Deliberate on the contracting of loans proposed by the Executive Committee, following a favourable opinion from the Strategic Council;
k) Deliberate on the exclusion of members;
l) Amend the bylaws;
m) Dissolve PTPC and determine how its assets will be liquidated.

1 – The board of the General Meeting is composed of a President, a Vice-President and a Secretary.

2 – The absences and impediments of the members of the Board of the General Meeting shall be filled at each session in which they occur, as follows:
a) The Presidente of the Board of the General Meeting shall be replaced by the Vice-President or, if this is not possible, by the member that the General Meeting shall designate in the circumstance;
b) The Secretary of the Board of the General Meeting is replaced by the member appointed for such purpose by the person presiding over the meeting.

3 – The President of the Board of the General Meeting is responsible:
a) Convene and conducting meetings;
b) Promote the preparation and approval of the respective minutes;
c) Ensure an effective compliance with the deliberations of the General Assembly;
d) Send and sign all the documents related to the General Assembly;
e) Sign the opening and closing terms from the minutes books and initial the respective pages

4 – The Vice-President of the Board of the General Meeting shall assist the President in conducting the General Meeting and other tasks that fall under his responsibility, as well as replacing him when he is unable to attend.

5 – The Secretary of the Board of the General Meeting must prepare and send out notices convening meetings of the General Shareholders’ Meeting, organise and read the pertinent documentation for each one of them and propose to the Chairman of the General Shareholders’ Meeting the drawing up of the respective minutes.

1 – The convening of the General Assembly shall be made to the e-mail address that each member indicates for the purpose, with a minimum prior notice of fifteen days, indicating the day, time and place of the meeting and the respective agenda.

2 – Members whose dues have been paid up to 10 days before the date of the General Meeting shall have the right to vote.

3 – On first convening, the General Assembly can not deliberate if the members that represent half of the counted votes are not present or represented, according to the provisions of no. 6

4 – On second convening, the General Assembly may take place with the presence of any number of members, except as provided in no. 7 and 8.

5 – The original convocation may indicate the day, time and place where, if the circumstance expected in paragraph 3 occurs, the session of the General Assembly will take place at a second convening. The scheduling may be made for the same day, but with a minimum interval of thirty minutes.

6 – Each member is assigned a number of votes, which also corresponds to a registration fee and annual subscription, in accordance with the following proportion:

a) Large Companies – ten votes;
b) SCTN entities and other entities with the status of effective members – eight votes;
c) SMEs and engineering and architectural consultancy firms – one vote;
d) Business and profissional associations, and other similar entities with the same membership category of effective members – one vote

7 – The deliberations of the General Assembly are taken by an absolute majority of the votes of the members present or represented at each session, with the number of votes being assigned to each member, as defined above, without prejudice to the provisions of the following number.

8 – Decisions to amend the bylaws and dissolve the PTPC require, at first or second convening, a majority of three-quarters of all members’ votes.

1 – The General Assembly meets ordinarily during the first quarter of each year to discuss and approve the Annual Report for the previous year and to approve the Activity Plan and the annual Budget.

2 – The General Assembly also meets extraordinarily whenever the President of the Board of the General Meeting decides to convene it or when so requested, formally, by the Strategic Board, the Executive Committee or at least one fifth of the members.

3 – Requests for convening sessions formulated under the terms of the preceding paragraph require the President of the Board to convene them within fifteen days, and the session convened shall take place within thirty days of the date of convocation.

4 – Minutes shall be taken of each meeting and shall be signed by the members of the Board of the General Meeting who conducted the session.

1 – The Strategic Council is a consultative and supervisory body, that supports the definition of PTPC’s general lines of action.

2 – In addition to the provisions in the bylaws, the Strategic Council is responsible for:
a) Prepare the Strategic Agenda, to be submitted for approval by the General Assembly;
b) Assess and issue its opinion on the Annual Report for the previous financial year and the Annual Plan of Activities and Budget, prepared by the Executive Committee;
c) Supervise the suitability of the PTPC’s activity to the guidelines drawn up by the General Assembly;
d) To give its opinion on the acquisition, disposal and encumbrance of immovable property, the leasing or rental of any assets, the contraction of loans and the hiring or dismissal of employees.

1 – The Strategic Council is composed of a minimum of ten and a maximum of twenty-five effective members, elected by the General Assembly

2 – The majority of the Strategic Council’s members shall be companies that represent the different areas of activity of PTPC’s members, without prejudice to the provisions on the following number.

3 – It is incumbent upon the Strategic Council to elect the respective President from among its members.

4 – It is incumbent upon the President of the Strategic Council to convene and conduct the meetings of this body.

1 – The Strategic Council meets ordinarily once every quarter and extraordinarily whenever convened by its President, by email, at least fifteen days in advance, indicating the day, place and time of the meeting, as well as the respective agenda.

2 – The Strategic Council is validly constituted to deliberate as long as at least half of its members are present or represented, and the respective deliberations are approved by simple majority.

3 – Each member of the Strategy Counsil shall have one vote.

4 – Minutes of the Strategic Council meetings shall be drawn up and signed by the members present.

5 – The Strategic Council will have a monitoring and advisory body, called the Advisory Board.

In addition to the provisions of the law, the Audit Board is responsible for:

a) Monitor the Executive Committee, examining the accounts and advising the PTPC on the financial balance to be maintained;
b) Prepare and submit, annually, to the General Assembly, the opinion on the accounts for the previous financial year;
c) Issue an opinion on all questions raised by the other governing bodies;
d) Issue an opinion on the management report that will accompany the legal review of the accounts, to be carried out by the statutory auditor or by an audit firm contracted for this purpose;
e) Issue an opinion on all questions asked by the remaining corporate bodies.

1 – The Audit Board is composed of a President and two members, elected by the General Assembly.
2 – At least one SCTN entity must be represented on the Audit Board.

1 – When convened by its President, the Audit Board shall meet, mandatorily, at least once every six months and, extraordinarily, whenever the President deems fit, on his own initiative or at the request of the President of any of the other corporate bodies of PTPC.

2 – The Audit Board may only deliberate if the majority of its members are present.

3 – Each member of the Audit Board shall have one vote.

4 – The decisions of the Audit Board are taken by unanimous vote of the members present.

1 – It is incumbent upon the Executive Committee, among other duties envisaged by the general law and in these bylaws:

a) Manage PTPC and conducting its activities, performing all acts necessary for the achievement of its object;
b) Represent PTPC in all domains, ensuring the fulfilment of its obligations and the exercise of its rights;
c) Represent PTPC before all external, national and international entities, organizations and instances or nominating another member as its representative;
d) Draw up the annual Plan of Activities and Budget for PTPC;
e) Draw up, on an annual basis, the Annual Report for the fiscal year;
f) Draw up the regulations required for the PTPC’s operation;
g) Acquire, dispose of and encumber movable and immovable assets, as well as contracting such loans as may be necessary for the proper performance of PTPC in accordance with the paragraph number 2 below;
h) Lease or rent out any assets, in accordance with paragraph number 2 below;
i) Hire and dismissing workers, following the favourable opinion of the Strategic Council;
j) Hire service providers necessary for the functioning and development of the activity of the PTPC;
l) Ensure full compliance with the statutory provisions and regulations, as well as the deliberations of the PTPC’s corporate bodies;
m) Propose the value of membership fees and dues owed by members, as well as other financial contributions, to be submitted to the General Assembly for deliberation;
n) Propose any statutory amendments it deems appropriate and submit them for consideration by the General Assembly;
o) Draw up the inventory, balance sheet and final accounts, as well as the report on the status of PTPC after its dissolution, and submitting them to the General Assembly;
p) Propose to the General Assembly the moving of the associative registered office to another location, as well as the creation of delegations or other forms of permanent representation in national territory or abroad;
q) Mantain the association’s accounts, which shall be carried out by a chartered accountant hired for the purpose;
r) Perform all other management acts that, at a given moment, may be necessary and convenient for the pursuit of the object of PTPC.

2 – The acquisition, alienation or encumbrance of real estate, leasing or renting of any assets, as well as contracting loans may only take place after the General Assembly has passed a resolution in accordance with the Strategic Council’s prior opinion.

3 – The Executive Committee may delegate part of its management powers to a General Director, who shall not be a member of the corporate bodies.

4 – The Executive Committee may nominate a Secretary for technical-administrative support, whose work shall be coordinated by the General Director or directly by the Executive Committee.

1 – The Executive Committee is composed of a President, a Vice-President and three to five members.

2 – The President of the Strategic Council shall assume, cumulatively, the position of President of the Executive Committee.

3 – The Vice-Presidente and the Executive Committee members are designated by the Strategic Council from among its members.

4 – An Executive Committee member who, without justification, fails to attend two consecutive meetings or a total of four meetings in a year shall lose his/her term of office and, when this occurs, the Strategic Council shall elect a new member within 30 days.

1 – In order to bind PTPC in all acts and contracts, observing all other relevant statutory rules, the signatures of two members of the Executive Committee shall be necessary and sufficient.

2 – For acts of a purely administrative nature, the signature of a member of the Executive Committee shall be sufficient.

1 – The Executive Committee shall meet mandatorily when convened by the President at least once a month and extraordinarily whenever the President convenes it on his/her own initiative or at the request of the majority of its members.

2 – The Executive Committee may only deliberate if the majority of its members are present.

3 – Each member of the Executive Committee shall have one vote.

4 – Decisions of the Executive Committee are taken by an absolute majority of votes of the members present, with the President having the casting vote.

5 – Minutes shall be taken of each meeting of the Executive Committee and shall be signed by the members present.

6 – Unless specifically stated otherwise, the General Director and the Secretary shall participate in the meetinPTPC members can be:gs of the Executive Committee, without the right to vote.

PTPC members can be:

a) Effective members – Companies, SCTN entities and public or private entities, registered in PTPC;

b) Non-effective members – Entities that may contribute, due to their activities and competences, to the achievement of the object of PTPC, namely associations, federations, confederations, orders and others, which express their interest in participating in the activities of the PTPC.

c) Non-effective members may apply for being effective members with all inherent rights, duties and obligations.

1 – The admission of effective members is made by deliberation of the Strategic Board, upon proposal of the Executive Committee.

2 – Once the admission of an effective member has been decided, he/she acquires the respective status upon payment of the registration fee and annual membership fee.

3 – Effective members present at the PTPC’s Constituent General Assembly are exempt from paying the registration fee.

4 – The exclusion of members is also carried out by deliberation of the General Meeting, based on a proposal from the Executive Committee;

5 – The loss, for any reason, of the quality of effective member, implies the loss of any contributions paid or donations given until then, not conferring any right to compensation, for any reason whatsoever.

1 – The rights of effective members, in addition to others provided for in the law and in these bylaws, are:

a) Discuss and vote on all matters submitted to the General Assembly;
b) Elect and be elected for the corporate bodies of PTPC;
c) Make suggestions to the Executive Committee that they consider appropriate in order to achieve the object of PTPC;
d) Request and obtain information from the Executive Committee on the activities developed by PTPC.

2 – Effective members who do not have any debts to PTPC shall be considered to be in full possession of their membership rights.

The duties of effective members, in addition to others provided for in the law and in these bylaws, are:
a) Contribute to the achievement of PTPC’s object;
b) Contribute financially to PTPC, as established in these bylaws;
c) Comply with these bylaws and the decisions of the corporate bodies of PTPC;
d) Perform with competence, zeal and dedication the duties assigned for which they may be elected.
e) Contribute to the promotion and good reputation of PTPC;
f) Cooperate with PTPC when requested.

1 – All effective members must pay a registration fee and an annual membership fee, the values of which are fixed by the General Assembly at its convenience, on proposal by the Executive Committee.

2 – It is also up to the General Meeting to establish any other extraordinary financial contributions that must be made by effective members, upon proposal by the Executive Committee, due to the institutional or corporate nature of the members, their size or other relevant factors.

3 – Any member may make voluntary financial contributions to PTPC in addition to those provided for in the previous paragraphs.

1 – Effective members lose their status if they:
a) Request their exclusion, in writing, to the President of the Board of the General Assembly;
b) Being legal persons, are subject to dissolution;
c) They fail to pay the dues or other financial contributions to PTPC for a period over six months after their due date and, with a time limit being set by the Executive Committee for their regularisation the Executive Committee has set a deadline for payment, they fail to meet it;
d) They are dismissed by decision of the General Assembly, based on serious breach of their legal and statutory duties.

2 – The loss of the effective member status shall not entitle the expelled member to reimbursement of any contributions made under the terms of article 26., without prejudice to recognition of this right by decision of the General Meeting when determining exclusion.

3 – Except in the cases mentioned in paragraph a) of no. 1, in which the initiative depends on a voluntary act by the member, the loss of the effective member status shall be processed after a prior hearing has been granted to the affected member, who shall be given a period of no less than five working days to present his/her written defence.

The admission and exclusion of non-effective members is decided by the Strategic Council, following a proposal by the Executive Committee.

1 – Non-effective members are not subject to the payment of fees or dues.

2 – The following are benefits for non-effective members
a) Be informed of the activities developed by PTPC;
b) Be invited to participate in initiatives and events of PTPC;
c) Make suggestions to the Executive Committee that they consider appropriate to achieve the object of PTPC.

The quality of non-effective members shall be lost by those who:
a) Request their exclusion, in writing, to the President of the Executive Committee;
b) They jeopardise the mission and reputation of the PTPC and its corporate bodies.

1 – Until the first election of the PTPC’s corporate bodies, the PTPC shall be managed by an Setting-up Committee

2 – The first General Assembly shall be convened by the Setting-up Committee.

3 – At the end of its term of office, the Setting-up Committee shall report to the Executive Committee appointed.