Polish Prenatal
Cardiology Society

CHARTER OF POLISH ASSOCIATION OF PRENATAL CARDIOLOGY 
from January 5th 2018

  1. General provisions

1.1. The association name is Polish Prenatal Cardiology Association (also called “Association”)

1.2. Association work in accordance of in accordance with the statutory law in force, including Association act of April 7th 1989 (consolidated text from Journal of Laws of the Republic of Poland from 2001 nr 79, position 855, as amended)

1.3. Association has a legal personality.

  1. Residence, area of Association’s activity

2.1. Residence of Association is Łódź.

2.2. Association’s activity covers the area of the Republic of Poland. Association can work abroad.

2.3. Association has the right to use badges and stamps in accordance with appropriate laws.

2.4. Association do not conduct economic activity.

  1. The statutory objectives of Association and measures to its realization.

3.1. The statutory objectives of Association:

3.1.1.  promotion of health protection matters, including in particular prenatal cardiology among doctors in order to improve effectiveness and safety of therapy;

3.1.2. popularization of knowledge about progression in prenatal cardiology among doctors and other health protection’s staff;

3.1.3. initiating and supporting research in the field of prenatal cardiology;

3.1.4. partnership in raising professional qualifications of health service staff, including medical staff, in particular doctors in the field of prenatal cardiology;

3.1.5. promotion of activities in regard to health protection, in particular prenatal cardiology.

3.2. To achieve the  statutory objectives of Association:

3.2.1. organize conventions, conferences, workshops, courses and other scientific  and educational meetings;

3.2.2. participate in different forms of postgraduate education of doctors and training for other medical staff;

3.2.3. organize lectures, trainings, projections, and initiate and organize charity actions to raise resources in behalf of Association and realization of its objectives (exhibitions, concerts, shows, readings and other projects – in order to acquaint the society with prenatal cardiology issues);

3.2.4. substantive procedure of cardiology issues records and centers and clinics accreditation processes in records conducted by Association;

3.2.5. promote research, scientific and educational initiatives;

3.2.6. do any other activities and work to raise awareness about prenatal cardiology in Poland.

  1. Association members, their appurtenances:

4.1. There are three different types of Association members: ordinary, honorary and supportive.

4.2. The ordinary member can be an adult individual, who has not been deprived of public rights, and wants to be active in realization of Associoation’s objectives. Decision about accepting a candidate as an ordinary member of Association is made by Association’s management, based on consent form and after completing the survey and payment of membership entry fee in minimum amount of 100 PLN. Entry fee amount can be changed by resolution made by the General Meeting of Members.

4.3. The honorary member of Association can be any adult individual, regardless of nationality, who especially contributed in development of prenatal cardiology or Association. Decision about accepting a candidate as honorary member of Association is made by the General Assembly of Members and on application of Association management.

4.4. The supporting member of Association can be any adult individual or corporate entity, who acknowledges the objectives of Association, decides to support it materially, morally or propagandistically. Corporate entities are represented in Association by statutory authority authorized to representation or person assigned by authority and rightly empowered. Supporting member of Association is allowed to attach in their documents, publications and other materials information about being member of Association to the extend specified in different agreement with Association management,

4.5. Decision about accepting a candidate as a supporting member of Association is made by Association management.

4.6. Ordinary members have a right to:

4.6.1. attend assemblies and meetings

4.6.2. attend conventions, conferences and other scientific meetings organized by Association under the conditions specified by organizer.

4.6.3.  active and passive right to vote for Association’s executive

4.6.4. propose motions and make remarks concerning the activity of Association 

4.7. Honorary members have the same rights as ordinary members, except for ones mentioned in point 4.6.3.

4.8. All members of Association are obligated to respect provisions of present Charter and resolutions of Association authorities, and to support achieving statutory objectives of Association.

4.9. Ordinary members pay an annual dues of 100 PLN at the beginning of each calendar year. Dues rate can be changed by resolution of the General Meeting of Members.

4.10. Honorary members of the Association are exempt from paying dues.

4.11. Supporting members of the Association pay dues in rate and under conditions specified in agreement between supporting member and Association, represented by Association management.

4.12. Association management remove someone from ordinary members list:

4.12.1. on their written request

4.12.2. in case of member’s death

4.12.3. in case of arrearage of paying dues lasting over two years, despite prior written request to ordinary members to pay overdue payment.

4.12.4. in case of excluding member from Association

4.13. Member removed from list because of not paying dues, can be accepted as Association member again under conditions specified in Charter after paying overdue payment.

4.14. Member can be excluded from Association at the instance of another Association member submitted to Association management for acting to the detriment of Association. After hearing a member of Association to which the request relates, Association management makes a decision in case of excluding member with plurality of votes. ⅔ of votes of present members of Association management. From the above decision member of Association, who is being excluded from Association, came to appeal against a decision to the General Meeting of Members within two weeks after receiving written notification about management;s decision.

4.15. Association management can remove a member from list of supporting members on their written request, in case of losing legal personality by supporting member who is corporate entity, and also in case when member does not fulfill commitments incurred to Association.

4.16. Disfellowship of honorary membership ensued in resolution of the General Meeting of Members on request of Association management. Losing honorary membership occur as result of:

4.16.1. tendering written resignation

4.16.2.  death

4.16.3. disfellowship of honorary membership as result of acting to the detriment of Association in virtue of the General Meeting of Members

4.16.4. dissolution of Association 

  1. Association executive

5.1. Association executive are

5.1.1. The General Meeting of Members

5.1.2. Association management

5.1.3. Audit Committee of Association

5.2. performing all the functions in Association executive is communal and any of Association executive members is not authorized to get any salary for being a member of Association executive.

5.3. Terms of all Association executive lasts for 3 years.

5.4. The election of executives is a secret or open ballot, depending on the decision of the General Meeting of Members. A person shall be considered as selected if they received at least 50% of valid votes.

  1. The General Meeting of Members.

6.1. The General Meeting of Members is a supreme power.

6.2. The General Meeting of Members may be either Ordinary and Extraordinary.

6.3. Association management informs members about the General Meeting of Members being held at least 14 days before the planned General Meeting of Members. About the selection of the place where the meeting is going to be held, decide the authority that organizes the meeting.

6.4. In the General Meeting of Members deliberations participate Association members with casting vote, supporting members with consultative vote, honorary members of Association and invited guests.

6.5. The President of Association management call the General Meeting of Members to order, the President also chose chairman of General Meeting of Members from submitted candidates, who are present at the meeting and agreed to be a candidate.

6.6. Competence of members of the General Meeting of Members are:

6.6.1. choosing Chairman and Secretary of the General Meeting of Members;

6.6.2. receiving minutes from prior General Meeting of Members;

6.6.3. consideration and approval of: Association’s management operating statements and Audit Committee of Association operating statements;

6.6.4. deciding about discharge of Association’s management members and of Audit Committee of Association members

6.6.5. establishing number of Association management members and Audit Committee of Association members,  and appointment and dismissal of Association’s management and Audit Committee of Association members, unless Charter states otherwise;

6.6.6. granting and cancelling the Honorary Membership;

6.6.7. establishing amount of dues;

6.6.8. enacting the amendments of charter;

6.6.9. making decisions in matters brought by Association’s management;

6.6.10. examination of appeals concerning removal members from Association’s lists;

6.6.11. consideration of requests brought  by Association members.

6.7. Requests brought by Association members to consideration by the General Meeting of Members should be passed to Association’s management at least 10 days prior to the General Meeting of Members and signed by at least 5 members of Association. Exceptions are applications about change of Association’s Charter, which have to be submitted at least 14 days prior to the General Meeting of Members and have to be signed by at least 20 ordinary members of Association.

6.8. The General Meeting of Members is empowered to make decisions in the presence of at least half of the general number of Association members (quorum) In case of absence of quorum, the General Meeting of Members is held 15 minutes after the first term and is valid regardless of number of members attending it.

6.9. Resolutions of General Meeting of Members shall be adopted by majority of votes, exceptions for resolutions concerning changes in the present Charter and dissolve of Association, which need majority of votes specified in point 15.2.

6.10. Process of the General Meeting of Members is minuted. Minutes is signed by the Chairman and Secretary of the General Meeting of the Association.

6.11. Resolutions of the General Meeting of Members may be made in circulating mode, correspondence mode or through means of direct distance communication. 

6.12. Association’s management call an Extraordinary General Meeting of Members:

6.12.1. on their own initiative

6.12.2. on the request of the Audit Committee of Association, including cases mentioned in point 7.3.

6.12.3. on the request of at least ⅓ general number of Association members, submitted in writing to the Association’s management.

6.13. In the cases mentioned in points 6.12.2 and 6.12.3. Association’s management call Extraordinary General Meeting of Members, which should be held in 30 days after receiving the request, including in the agenda of Extraordinary General Meeting of Members the case referred in the request.

  1. Association’s management.

7.1. Association’s management consists of 4 to 8 people. Number of members in Association’s management is determined by the General Meeting of Members.

7.2. Association’s management consists of:

7.2.1. President

7.2.2. Vice-President

7.2.3. Secretary

7.2.4. Treasurer

7.2.5. to 4 management members

7.3. Dismissal, resignation or death of the Association’s management member (excluding President) during the cadence results in necessity to conclude by-elections. The Audit Committee of Association is in charge of by-elections in two weeks after receiving information about circumstances that justified concluding elections. By-elections should be held during next Association’s meeting, not later than 12 (twelve) months after it was ordered by Audit Committee of Association.

7.4. Regardless of decisions in point 7.3. in the case of dismissal, resignation or death of Association’ management member during cadence, other members of Association’s management have the right to appoint new member for a period until the next Association’s meeting. Number of members appointed in the manner provided for in present point shall not exceed ⅓ of the management board, elected in normal elections.

7.5.. Regardless of decisions in points 7.3. and 7.4. in the case of dismissal, resignation and death or inability of performing duties by President during cadence of Audit Committee of Association, other members of Association’s management have a right to entrusting the position of President to members of current Association’s management for a period until next Association’s meeting.

7.6. The General Meeting of Members, subject to provisions of points 7.4 and 7.5, chose the President and other members of management. Candidates for President and other members of Association’s management shall be submitted by Association’s management, and other members of Association, who attend the General Meeting of Members during which the President and members of management are being chosen.

7.7. Board meetings are held if necessary, not less frequently than once in six months.

7.8. Joint cadence of Association’s member lasts four years.

7.9. Member of Association’s member can be reelected for next cadences.

7.10. Association’s management:

7.10.1.manages the activities of Association and is responsible for realization of statutory objectives;

7.10.2 represents Association outside. Cooperation of two members of Association’s management is required to submitting declarations of intent and incurring liabilities in the name of Association;

7.10.3 creates and decommission units, science section and other Association units and enact organizational rules and determine its territorial range, object of activity:, authorities and their powers;

7.10.4 approve the composition of Commissions of Association on the request of chairman of Commissions;

7.10.5 make Association’s activity report and plans scientific activity for next period;

7.10.6 appoint chairmen of organizing committee of congresses, conferences and other science meetings, organized by Association;

7.10.7 offer time, place and subject area of congresses and conferences

7.10.8 makes decisions about exclusion of members

7.10.9 grants scientific awards of Association

7.11 Association’s management resolutions are made by majority of votes while at least half of the all members of Association’s management is present. In the case of tied votes, the President of Association’s management’s vote decides.

7.12 President of Audit Committee of Association or any other authorized member of Audit Committee of Association may participate with consultative voice In Association’s management’s meeting.

7.13 Minutes of Association’s management’s meetings are signed by the President and Secretary. Attendance list of Association’s management’s members is added to minutes of Association’s management’s meetings.

7.14 Resolutions of Association’s management can be made in circulating mode, correspondence mode or through means of direct distance communication.

7.15 President of Association’s management

7.15.1 calls to order, holds and closes Association’s management’s meeting and call General Meetings of Members to order

7.15.2 invites to Association’s management’s meetings other members of Association with consultative voice and other people from outside of Association, who presence may be needed for Association

7.16 Secretary:

7.16.1 keep archives and list of Association’s members;

7.16.2 ensure that the Association’s management’s meetings are properly organized, especially ballots and archiving of its results;

7.16.3 prepare minutes of Association’s management’s meetings

7.17 Treasurer:

7.17.1 manages the Association’s finances

7.17.2 takes, store and withdraw Association’s means, in accordance with Association’s disposition

7.17.3 is responsible for financial documentation in accordance with applicable regulation, including terminable Association’s financial statements and other statements and reports required by regulations, which cover Association’s financial data.

  1. Audit Committee of Association

8.1. The Audit Committee of Association consists of 3 to 5 members chosen by the General Meeting of Members, who choose between themselves the chairman, their deputy and secretary. Number of Audit Committee of Association’s members is determined by the General Meeting of Members. The President of the Audit Committee of Association is chosen by its members during the first meeting. The Audit Committee of Association’s task is constant supervision over Association’s activity, including choosing rightholder to do financial statement audit. Audit Committee of Association have meetings and at least once a year, Audit Committee of Association after doing assessment of Association’s statutory (figurative) and financial activity, present results of it to General Meeting of Members, including granting or refusal of granting of vote of approval to Association’s management.

8.2 Members of Audit Committee of Association are being appointed for a period of  joint cadence of Association’s management, 3 years with the possibility to be chosen once again.

8.3 Members of Audit Committee of Association may be dismissed by General Meeting of Members

8.4 Resolutions of the Audit Committee of Association are made with majority of votes in presence of at least 50% of members. Audit Committee of Association can be made in circulating mode, correspondence mode or through means of direct distance communication.

8.5 Members of Audit Committee of Association:

8.5.1 can not be members of Association’s management, be married to them, in cohabitation, be related to them,be  affinity to them or be a subject to them because of employment.

8.5.2 they were not sentenced with valid sentence for offense with willful misconduct, prosecuted by public prosecutor or fiscal offence

8.6 Dismissal, resignation or death of the Audit Committee of Association (excluding President) during the cadence results in the necessity to conclude by-elections. By-elections should be held during the next Association’s meeting, not later than 12 (twelve) months after occurrence of circumstances that justified it.

8.7 Regardless of decisions in point 8.6in the case of dismissal, resignation or death of an Audit Committee of Association’s member during cadence, other members of the Audit Committee of Association have the right to appoint new member for a period until the next Association’s meeting.

8.8 Number of members appointed during the Audit Committee of Association cadence in the manner provided for in the point 8.7 shall not exceed ⅓ of the Audit Committee of Association’s member, elected in normal elections.

  1. Honors, awards and certifications

9.1 Association can determine honors and awards, and grant them to natural persons and corporate entity merit in realization of Association’s statutory objectives or just Association.

9.2 The highest honor that can be given is the title of Honorary Member.

9.3 Association can give other honors and rewards.

9.4 Association’s management grants awards and honors

9.5 Association grants Basic Heart Test Certification and Specialized Heart Test Certification.

  1. Association’s assets

10.1 Association’s funds is made of:

10.1.1 membership dues

10.1.2 grants, donations, subsidies and grant-aid (including EU funds)

10.1.3 Association’s property income

10.2 clear profit established by Association in financial statement is used only for realization of statutory objectives of Association.

  1. Final provisions.

11.1 Association may not:

11.1.1 grant loans or secure obligations with the Association’’s assets in relation to

to its members, management members or employees and people with whom the members, members of the authorities or employees are married, in cohabitation

or in a relationship of kinship or affinity in a direct line, kinship of affinity in a collateral line.

affinity in the collateral line to the second degree, or are related by adoption,

guardianship or custody (“close people”):

11.1.2 transfer the assets of the Association to its members, management members or

employees and their relatives, on principles other than in relation to outsiders, in particular  if the transfer is made free of charge or on preferential terms:

11.1.3 use the assets of the Association for the benefit of its members, management members or employees and their relatives on principles other than in relation to outsiders, unless this use directly results from the statutory objectives of Association

11.1.4 purchase goods or services on preferential terms from entities

in which Association’s members, management’s members or employees and people related to them

11.2 Resolutions related to change of Charter and dismissal of Association are made by General Meeting of Members with majority ⅔ of votes in presence of at least half of beneficiaries

11.3 In case of dismissal of Association, last General Meeting of Members determine – by resolution – the purpose and distribution of assets to objectives related to combat prenatal cardiology issues and appoint Liquidation Commission, and appoint its Chairman.