International Society for Medical Robotics - Statute

 

ARTICLES OF ASSOCIATION OF

THE INTERNATIONAL SOCIETY FOR MEDICAL ROBOTICS

CHAPTER 1

GENERAL PROVISIONS

§ 1

 

  1. The name of the Society is: Międzynarodowe Stowarzyszenie na Rzecz Robotyki Medycznej, hereunder referred to as :” the Society” .

  2. The Society may also, interchangeably, use its English equivalent: “International Society for Medical Robotics”.

  3. The Society may also use its acronym (abbreviated name): ISMR.

§ 2

The Society shall be a voluntary, self-governing and sustainable association of a scientific and technical character, incorporating members whose professional activity or interests involve medical robotics. The Society shall be a social and public utility organization.

§ 3

The Society shall operate in the territory of the Polish Republic and in other  countries of the world.

§ 4

The Society’s registered office is in the town of Zabrze.

§ 5

The Society shall have the status of a legal person.

§ 6

The Society shall operate upon the principle of voluntary work of its members. However, if required, it may also employ people.

§ 7

The Society shall act pursuant to:

  1. The Polish Law on Associations dated April 7th 1989

  2. These Articles of Association

  3. The Society’s By Laws

  4. Resolutions passed by the Society’s authorities in observance of the Polish laws and regulations in force.

§ 8

The Society may hold membership in other national or international organizations of a similar character.

CHAPTER 2

OBJECTIVES AND MANNERS OF OPERATION

§ 9

The Society’s objectives are:

  1. Support of the development and dissemination of knowledge of medical robotics;

  2. Support of the advancement of medical and technical sciences, in particular: surgery, cardiac surgery, mechatronics, information technology and  tele-communication, automatics, robotics and other related fields.

§ 10

The Society’s objectives shall be accomplished by:

  1. Collaboration with state administrative bodies in matters concerning the society’s statutory operation;

  2. Organization of seminars, symposia, lectures, conferences, congresses, trainings, workshops, fairs, exhibitions and other events or ventures within the scope of the Society’s operation,

  3. Organization and performance of research projects and teaching courses for students and other stakeholders interested in medical robotics,

  4. Promotion, knowledge dissemination and opinion-formation activities concerning medical robotics,

  5. Implementation of R &D and investment projects connected with the advancement of medical robotics and the Society’s operation,

  6. Publishing and educational activity,

  7. Financial and material assistance of physical and legal persons operating within the scope of the Society’s statutory objectives, especially scholarship fund creation and support of institutes that perform research and development, construction and implementation works, such support, in particular, shall involve the redistribution of funds allotted for educational and research and development purposes.

CHAPTER 3

MEMBERS, THEIR RIGHTS AND RESPONSIBILITIES

§ 11

  1. Any physical or legal person may become a member of the Society. A legal person may become only a supportive member of the Society.

  2. The Society shall incorporate the following types of members:

    • Ordinary members

    • Supporting members

    • Honorary members

§ 12

  1. Any physical person that supports the Society’s objectives and gives warranty of active participation in the accomplishment of its objectives may become an ordinary member of the Society.

  2. Foreigners who do not have permanent place of residence in the Polish Republic may also become ordinary members of the Society.

§ 13

  1. Ordinary and supporting members are accepted to the Society by the Society’s Board upon a resolution passed with a simple majority of vote at the presence of at least half of all the Board members.

  2. The condition of membership is the completion, in writing,  of a declaration and payment of an annual membership fee for a given year.

§ 14

  1. Ordinary members shall have:

    • active and passive electoral rights

    • right to lodge motions to the Society’s authorities,

    • right to participate in works conducted by the Society and in all its ventures in accordance with the binding principles.

  2. Ordinary members shall be obliged to:

    • Active participation in the Society’s works and care about its good reputation,

    • Observance of the provisions of the Society’s Articles of Association, By Laws and resolutions passed by the Society’s authorities,

    • Observance of ethics,

    • Regular payment of membership fees.

 

§ 15

  1. Membership in the Society shall expire upon:

      • Action that is inconsistent with the Society’s Articles of Association or  resolutions passed by its Board,

      • Unjustified delay in payment of an annual membership fee,

      • Loss of citizenship rights following judgment with the force of law,

    • Submitting a written resignation to the Society’s Board;

    • Exclusion by the Society’s Board due to:

    • Death

  2. The Board’s resolution on the expiry of membership shall be passed by a simple majority of vote at the quorum of at least half of all the Board members.

§ 16

  1. Any physical or legal person, irrespective of the place of residence, registered office either in Poland or abroad, declaring financial, material or substantial  assistance to the Society in accomplishing its objectives may become a supporting member of the Society.

  2. A supporting member shall pay a reduced membership fee.

  3. A supporting member shall have the same rights as an ordinary member, excluding electoral rights(active and passive) and shall have an advisory capacity at the Society’s authorities meetings.

 

§ 17

  1. Any physical person, irrespective of their place or residence, may become an honorary member upon being granted the privilege of such membership by the Society’s General Assembly.

  2. An honorary member shall have the rights of an ordinary member; however ;shall be excluded from the obligation of membership fee payment.

  3. An honorary member is appointed by an absolute majority of votes by the Society’s General Assembly in a secret ballot.

 

§ 18

The Board’ s resolution concerning the acceptance or exclusion of membership in the Society is subject of appeal that an interested person may file to the General Assembly within 21 days at the latest before the date of the General Assembly meeting. The resolution passed by the General Assembly shall be final.

 

CHAPTER 4

THE SOCIETY’S AUTHORITIES

§ 19

The Society’s authorities are:

  1. General Assembly

  2. Management Board

  3. Audit Committee

§ 20

  1. The term of office of the Society’s elected authorities is four years, and the manner of the election is a secret ballot by an absolute majority of votes.

  2. Members elected to the Society’s authorities may hold  the same function in successive terms of office.

  3. In case of resignation, exclusion or death of a member of the Society’s authorities during the term of office, the authorities panel shall be supplemented at the nearest General Assembly meeting.

§ 21

Resolutions of all the Society’s authorities shall be passed by a simple majority of votes, in open voting, at the presence of at least one half of all the members that have the right to vote, unless stipulated otherwise in the Article of Association. In case of a tie/ even number of votes, the Chair of a given collective body shall have the decisive casting vote.

 

GENERAL ASSEMBLY

§ 22

  1. The General assembly shall be the Society’s highest authority.

  2. The General Assembly shall consist of:

    • ordinary and honorary members – with constituting capacity

    • supporting members and invited guests- with advisory  capacity.

  3. The General Assembly meeting may have an ordinary or extraordinary nature.

  4. An ordinary meeting of the General Assembly shall be convened by the Society’s Board at least once a year.

  5. An extraordinary meeting of the General Assembly may be held at any time and may be convened by: the Board- at the Board’s initiative, or, upon a written motion advanced by the Audit Committee or by at least 1/3 of the total number of the Society’s ordinary members.

  6. The Board shall inform all members of the Society about  the date, place and proposals for the agenda of the General Assembly’s meeting orally, in writing or by e-mail, at least seven days before the planned date of such meeting.

  7. The General Assembly meeting shall be attended by at least a half of all the members who have the right to vote at the first term. In case of the absence of the required number of members with the right to vote at the first term of the General Assembly’s meeting, the Board shall be entitled to announce another term of the meeting, in such case the obligation to the timeliness of announcement stipulated  in Point 6 above does not hold. Due to convening the second term of the General Assembly’s meeting, the number of the attending members with the right to vote shall constitute a quorum of the General Assembly and shall be entitled to undertake binding decisions.

  8. The Society’s Board shall be entitled to convene the General Assembly by electronic voting, the objective of which is to undertake decisions that shall be  binding for the Society. Such General Assembly shall have the form of an electronic meeting, where the matters put on the agenda shall not be discussed but shall only be subject  of voting. To be valid, such electronic voting must be attended by at least 70 % of all the members of the Society who have the right to vote. The Society’s Board shall inform all the Society’s members about an electronic voting of the General Assembly, specifying: the matters subjected to the voting, the substantiation for the said,  the deadline for the voting and the e-mail address to which the votes should be sent. The grounds for considering a resolution of the General Assembly passed by means of electronic voting as valid are: the participation of at least 70 % of all the members who have the right to vote, the absolute majority of votes cast and a printed copy of all return emails concerning the decision about the voting.

 

§ 23

The General Assembly shall have the following powers:

  1. Designation of the main directions for the Society’s development and operation,

  2. Adoption of amendments in the Articles of Association,

  3. Appointment and dismissal of Board members and Audit Committee members,

  4. Consideration and approval of the Board’s reports and Audit Committee’s reports,

  5. Acknowledgment of  the fulfillment of duties of the Society’s Board,

  6. Determination of membership fees,

  7. Adoption of the rules for General Assembly’s meetings,

  8. Passing resolutions on the acceptance of honorary members,

  9. Passing a resolution on the dissolution of the Society and appropriation of its assets,

  10. Passing resolutions on any other deliberated matters, excluding those that are subject of the powers bestowed on other authorities of the Society.

§ 24

  1. Resolutions passed by the General Assembly’ meeting held  at the first term and concerning amendments in the Society’s Articles of Association, appointment and dismissal of Board members or Audit Committee members, must have an absolute majority of votes cast in the presence of at least a half of all the members who have the power to vote; whereas, at the second term of the General Assembly’s meeting – an absolute majority of vote without the requirement concerning the quorum.

  2. Each member at the General Assembly’s meeting shall have one vote.

  3. The voting at the General Assembly’s meeting is open, excluding personal  matters that are subject of a secret ballot.

  4. The General Assembly shall undertake decisions at plenary meetings in the form of resolutions passed by a simple majority of votes at the attendance of  at least a half of the total number of members.

THE BOARD

§ 25

  1. The Board shall consist of 3 to 7 members chosen by the General Assembly.

  2. The Board members are:

    • President

    • Vice-Presidents (from one to four)

    • Treasurer

    • Secretary.

 

§ 26

The Board shall have the following powers:

  1. Implementation of resolutions passed by the General Assembly,

  2. Convening of the General Assembly meetings,

  3. Representation of the Society,

  4. Management of the Society’s current activities and financial management,

  5. Admission and exclusion of members of the Society,

  6. Establishment and dissolution of employment relations with the Society’s employees,

  7. Undertaking decisions concerning the acquisition, disposal and establishing a pledge on the Society’s assets,

  8. Undertaking decisions on contracting  financial liabilities,

  9. Management of the Society’s assets,

  10. Submitting reports on the Board’s activity at the General Assembly meetings.

  11. Establishment of By Laws.

 

§ 27

The Board shall attend to all matters that are not subject of the powers of other authorities.

 

§ 28

The Board President acting on their own, or two Board members acting jointly, are authorized to make declarations of will and to contract financial liabilities on behalf of the Society.

 

AUDIT COMMITTEE

§ 29

The Audit Committee shall supervise the Society, acting as a collective supervision and inspection body, separate from the Board and independent from it in matters of internal inspection and supervision.

§ 30

  1. The Audit Committee shall consist of three members chosen by the General Assembly.

  2. The Audit Committee members are:

    • Chair

    • Two Deputy Chairs.

  3. The Audit Committee members shall not be members of the Society’s Board, or shall they be in any marriage relations, blood relations, or other family relations with Board members, kinship, or  subordination in employment,  or convicted by valid court order for intentional offence prosecuted by a public prosecutor or for fiscal offence.

 

§ 31

The activities of the Audit Committee shall be:

  1. Supervision of the Society’s operation,

  2. Presentation of reports on its activity before the General Assembly,

  3. Submission of conclusions from inspections before the General Assembly,

  4. Advancement of motions for convening the General Assembly,

  5. Advancement of motions for the acknowledgement of the fulfillment of duties of the Society’s Board.

 

§32

Members of the Audit Commission may receive reimbursement for reasonable expenses incurred in the performance of their functions.

 

CHAPTER 5

ASSETS AND FUNDS

§ 33

  1. The Society’s assets are:

    • Movable and immovable assets that are the property of the Society,

    • Other proprietary rights,

    • Financial resources.

  2. The Society’s assets shall be acquired by means of:

    • Membership fees

    • Donations, inheritance, legacies,

    • Subsidies and grants,

    • Public generosity,

    • Public collections, auctions and other events.

 

§34

The Society shall manage its financial affairs pursuant to the legal regulations in force.

§35

Decisions on acquisition, disposal and pledge on the Society’s assets shall be made by the Board.

§36

The Board President acting on their own, or two Board members acting jointly, are authorized to make any other declarations of will, especially regarding the Society’s  financial matters .

 

CHAPTER 5

FINAL PROVISIONS

§37

Any amendments in the Society’s Articles of Association shall be made by a resolution of the General Assembly passed by a absolute majority of votes at the attendance of at least a half of the total number of members.

 

§38

  1. The Society may be subject of dissolution upon a resolution of the General Assembly passed by an absolute majority of votes by at least a half of the total number of the Society’s members.

  2. Upon passing the resolution on the dissolution of the Society, the General Assembly shall also make a decision on the appropriation of the Society’s assets.

  3. The Society’s liquidators shall be the Board members.

 

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