Statute

STATUTE OF THE SOCIETY

established on the 13^th day of December, 2013

Section I
Name, character, headquarters and the area of activity

Clause 1

The name of the society is: „Polish Society for Biomaterials”, further named „Society”. It acts on the basis of the legislative act dated April 7, 1989: „Law Relative to Society” (Leg. Mon. No 20 pos. 104, with following changes) as well as on the basis of this statute, and it is designated as the non-profit organization.

Clause 2

The Headquarters of the Society is based in the city of Kraków, Poland, and Poland is the territory of its activity, as well as foreign countries, according to local laws. The period of activity of the Society is unlimited.

Clause 3

The Society has legal personality and acts through its bodies according to the law and its statute.

Clause 4

The Society may become a member of national and international organizations of similar character.

Section II
Aims and means of activity

Clause 5

The aim of the Society is the contribution to formation of interdisciplinary partnerships and common realization of projects and initiatives helpful in development of the knowledge relative to materials for medicine, their promotion, and application in both theory and practice.

Clause 6

The Society realizes its aims defined in the statute particularly through:

1. Acting towards engaging the leaders of national and international economic life in initiatives involving development of theoretical and applied research works improving human health.
2. Acting on behalf of development of scientific potential relative to knowledge of materials for medicine, among others through editorial activity.
3. Involving scientists in research projects.
4. Sponsoring selected projects and researchers, broadening the knowledge about materials useful in medicine.
5. Co-operation with national and international subjects.

Section III
Members of the Society, their rights and duties.

Clause 7

1. Persons willing to realize the statutory aims of the Society may become its Regular Members, in particular:

1. scientists,
2. medical doctors,
3. students,
4. activists and representatives of governments and regional self-governments,
5. owners, directors and managers of companies and other economic units, etc.
6. representatives of non-government organizations.

2. All the Founding Members become Regular Members of the Society at the moment of its registration. Requirements described in pts. 3 through 5 do not apply to Founding Members.
3. Any person may become the member of the Society after presenting the recommendations from two members of the PSB.
4. Physical persons and corporations approving the statutory aims of the Society and willing to support the Society in terms of finance and organization, may become Supporting Members of the Society.
5. Physical person and/or a corporation may become a Supporting Member of the Society after presenting the recommendations from two members of the PSB.
6. Foreign nationals who are not residing in Poland, may become the members of the Society based on the same rules.

Clause 8

The person with particular merits to the Society may become the Honorary Member. The Honorary Membership is assigned by the General Assembly of the Members.

Clause 9

1. Members have the rights to:

1. Take part in all activities of the Society being in agreement with the statute and the current law, as well as the right to receive from the Board all the documents of the Society for review,
2. Use active and passive electing rights with regard to all bodies of the Society.

2. Members are required to:

1. Fill the membership declaration,
2. Follow the resolutions of the Authorities of the Society,
3. Actively realize the statutory aims,
4. Regularly pay the membership fees, according to regulations defined by the General Assembly of the Society.

3. Supporting Members have the same rights and duties as Regular Members, except the use of the right to elect to Society’s Authority bodies.

Clause 10

1. The Board decides about the attribution of membership status, based on written application of the interested party, and after fulfilling the requirements defined at pts. 3 and 5 of Section 7 of this statute.
2. Membership expires after:

1. Resignation delivered to the Board in writing,
2. Removing from the list of members after breaching the rules of this Statute, including missing in fee payment in the time of 2 years. The resolution about removing from the list of members is voted by the Society Board.
3. Passing away of the Member, or cessation of the activity of Supporting Member being a corporation.

Section IV
Organizational Structure and Authorities of the Society

Clause 11

The Authorities of the Society are as follows:
1. General Assembly of Members,
2. Board,
3. Audit Commission,
4. Arbitration Committee.

Authorities are being elected by secret ballot, and the resolutions are voted openly by regular majority. Enforcement of the resolution occurs at presence of at least half of membership of a given body at the first term. In the second term, established within 30 min. after the first term, the presence of 25% of body’s membership enforces the validity of resolution.

Clause 12

The formation of a Scientific Council and Specialized Sections are foreseen within the organizational structure, but they will not constitute the Authorities of the Society.

Clause 13

The General Assembly of Members is the highest Authority of the Society. The following participate in the General Assembly:

• with decision making rights:
  - Founding Members,
  - Regular Members,
  - Supporting Members.

• with advisory rights:
  - experts,
  - invited guests.

Clause 14

The competences of the General Assembly involve:

1. Establishing and calling off the Board, including the President,
2. Establishing and calling off the Audit Commission,
3. Establishing and calling off the Arbitration Committee,
4. Establishing and calling off specialized Sections,
5. Establishing and calling off the Editor-in-Chief of the Journal,
6. Attributing the Honorary Membership,
7. Definition of directions of activities of the Society,
8. Approving programs and plans of the activity of the Society,
9. Accepting periodic reports of the Board relative to activity of the Society,
10. Approving the budget of the Society,
11. Passing motions relative to statutory changes of the Society,
12. Passing the motion relative to dissolving the Society,
13. Establishing the value of inscription fees and membership dues, and the means for their collection.

Clause 15

1. The General Assembly is called by:
- The Board, due to its own initiative, at least once per year,
- based on the written application of at least 1/5 of all members,
- based on the motion of the Audit Commission.
2. The meeting of the General Assembly should take place not later than within one month from the date of call.
3. The Board informs Members in writing about the date, place and the agenda of General Assembly, at least 14 days before the actual meeting.

Clause 16

The Board is made of five to eleven Members, including the President. They are established by the General Assembly for the three years term. In the case of decrease of the number of the members of the Board during their term to 3, the General Assembly calls for complementary election. The Editor-in-Chief of the Journal elected during the General Assembly is a voting member of the Board.

Clause 17

The competences of the Board include all matters not reserved for General Assembly of the Members and the Audit Commission, in particular:

1. Managing of the assets and funds of the Society,
2. Passing periodic plans of programmed and financial activity of the Society, according to directions established by the General Assembly of the Members,
3. Passing the resolutions relative to acquiring, sale and load of assets of the Society,
4. Accepting regular and supporting members of the Society,
5. Recommending the attribution of Honorary Membership of the Society to General Assembly,
6. Passing the motions about joining other national or international organizations,
7. Outside representation of the Society and acting on its behalf. Affirmation of Board’s statements of will relative to Society’s property rights and duties requires co-operation of the President and one Member of the Board, in other cases two Members of the Board.
8. Appointing and calling off of the Treasurer and Secretary at the request of President of the Board.

Clause 18

1. The meetings of the Board are called as necessary, but at least once per half year.
2. Meetings of the Board are being called by the President.
3. Meeting of the Board should take effect within 14 days from the call by at least 1/5 of the members of the Board.
4. Section Heads may take part in meetings of the Board as advisors.

Clause 19

1. The Audit Commission, named further „Commission” is established in order to:

1. Perform at least once a year the control of overall activity of the Society including Board, conformity of activities of Authorities of the Society with the Statute and resolutions of General Assembly of the Members,
2. Permanent control, including particularly financial and economic activity with regard to reliability, good management and conformity with law, in particular the balance sheet of income and expenses.

2. Commission has the right to address the Board with conclusions resulting from controls, requiring clarifications, and in justified cases to address the General Assembly of Members asking to call off the resolution of the Board.

3. Members of the Commission may participate in Board’s meetings with advisory opinions.

Clause 20

1. The Commission is made of three members and one deputy member, established by the General Assembly for three years term.
2. Commission elects president and deputy member.
3. Commission may call outside experts.

Clause 21

1. The Arbitration Committee, named further „Committee”, is called in order to:

1. Settle the disputes among the Members of the Society
2. Mediate between the parties involved,
3. Forward the written motion to the Board for punishment of the Member of the Society.

Clause 22

1. The Arbitration Committee is made of three Members elected by the General Assembly for three years term, the period of acting of the Board of the Society.
2. The Arbitration Committee elects its president during The General Assembly of Members.

Clause 23

Members of the Society may form Specialized Sections made of Members interested in particular scientific or other program issues.

Clause 24

1. Specialized Sections are being called based on the motion of at least ten Members of the Society during the General Assembly.
2. The Board of the Section is made of three members, and it is being formed during the General Assembly of Members.

Section V
Assets and Funds of the Society

Clause 25

1. The assets of the Society consist of real estates, belongings and funds.
2. The funds consist of:

1. Inscription and membership dues,
2. Subsidies, donations and endowments,
3. Income from economic activity.

Section VI
Dissolution and Liquidation of the Society

Clause 26

The Society dissolves itself:
1. On the basis of the resolution of General Assembly of Members,
2. In the cases foreseen by Law relative to Society.

Clause 27

1. The Receivers of the Society are the Members of the Board.
2. The property of the Society will be designated for support of scientific research in the field of biomaterials.