OSSN | Polish Private Hospitals Association

NEWS 
ASSOCIATION 
MEMBERS 
FUTURE MEMBERS 
OSSN STATUTE 
CONTACT 
PO POLSKU 
Statutes of the Polish Private Hospitals Association


Chapter I
General Provisions
  1. Polish Private Hospitals Association, hereinafter referred to as the Association, operates on the basis of the Act dated 7 April 1989 "Law on Associations" (Journal of Laws of 1989, No 20 item 104), the Act dated 23 May 1991 on Employers' Associations (Journal of Laws No 55, item 235), other acts effective in Poland, these Statutes, and the adopted regulations.
  2. The Association is a legal entity.
  3. The Associations is self-governed and independent in its statutory activities from the state administrative bodies, the local government, and other organizations.
  4. The Association shall not limit the employees' rights to organize in trade unions and it shall not act to control the activities of trade unions.
  5. The primary objective of the Associations it to represent its members in negotiations with health funds, the Ministry of Health and other central institutions, and the local government. It also aims to coordinate cooperation with trade unions.

§ 2

  1. The Association operates on the territory of the Republic of Poland.
  2. The governing bodies of the Association are seated in Gdynia.
  3. In execution of its objectives, the Association may also carry out activities outside Poland.

§ 3

  1. The Association may cooperate and associate with national and international organizations having the same or similar objectives.
  2. The Associations may establish on its own initiative foundations and commercial law companies in order to pursue its own objectives.

Chapter II
Mission Statement

§ 4

The Association is a non-governmental organization established to express opinions of its members on comprehensive development of private hospitals, including such further changes to the healthcare system which would guarantee in it the appropriate place of private hospitals.

THE OBJECTIVES

§ 5

The Association's objectives are:
  1. Support for comprehensive and ownership initiatives in healthcare aimed at increased share of private entities in the market of health services.
  2. Representation of the associated entities in contacts with state bodies
  3. Preparation of a joint position on the financing of medical services, to be submitted to healthcare Payers
  4. Establishment of close cooperation with other entities and organizations with toe exchange experiences and information on methods of hospital management
  5. Support for initiatives integrating private entities for the purpose of more effective operation
  6. Participation of private hospitals in healthcare developments on the local and central government levels as well as in the Seym and the Senate (the two Houses of the Parliament).
  7. Negotiation of a common position in co-creation of legal and executive acts with regard to healthcare
  8. Establishment of cooperation with similar organizations operating in Poland and abroad
  9. Cooperation with professional chambers actively involved in healthcare.

§ 6

  1. In execution of its mission and objectives the Association may carry out economic activity specified in separate regulations.
  2. Income obtained from economic activity of the Association shall be used for its statutory purposes and cannot be distributed among its members.

Chapter III
Association members, acquisition and termination of membership, member rights and obligations
Membership

§ 7

The Associations consists of the following:
  1. founding members,
  2. ordinary members,
  3. supporting members, and
  4. honorary members.

§ 8

A founding member is a signatory of the founding act of the Association.
Ordinary members of the Association may be legal entities that:
  1. have registered seats in the Republic of Poland
  2. accept the statutory objectives

§ 9

  1. A supporting member may a natural person or a legal entity interested in the activities of the Association, who offered organizational, financial, or material help on its behalf.
  2. An honorary member may be a natural person or legal entity that made an outstanding contribution to the ideas advanced by the Association.

Acquisition and termination of membership

§ 10

  1. The rights of an ordinary member shall be awarded through resolution of the Management Board of the Association passed by a simple majority vote, upon the written motion of the interested legal entity.
  2. The motion referred to in § 10.1 above shall include the following:
    1. statement of intent of the entity entitled to join the Association,
    2. status of the applicant,
    3. documents confirming appropriate registration of the legal entity.
  3. Supporting members shall be admitted through the resolution of the Management Board passed by a simple majority vote.
  4. Honorary membership shall be awarded by the General Meeting upon the motion of the Management Board.

§ 11

  1. Membership shall terminate in case of:
    • withdrawal - voluntary resignation from membership in the Association, submitted in writing to the Management Board, following prior adjustment of membership fees and other obligations
    • exclusion in case of:
      1. loss of legal entity status
      2. unjustified default on membership fees or other obligations for a period of over 12 months
      3. actions to the prejudice of the Association
  2. Each exclusion shall be passed with the resolution of the Management Board, and in case of §11.1 c above it shall require a resolution of the General Meeting.
  3. The Management Board shall notify the member of their exclusion, giving the reasons for the decision and informing of the possibility of lodging an appeal on the decision of the General Meeting to a common court within 7 days of receiving the appropriate resolution.
  4. Termination of membership results in loss of all rights to act in the Association and use its assets.

Rights and obligations

§ 12

Founding members and ordinary members shall have the right to:
  1. take part in governing bodies of the Association through their delegates with voting rights,
  2. participate in all functions, meetings, lectures, conferences, and symposiums organized by the Association,
  3. submit opinions, proposals, and motions to the governing bodies of the Association on the role and goals of the Association,
  4. use the equipment, materials, and support of the Association according to the rules set by the Management Board, and
  5. appeal to the General Meeting of Delegates against the resolution of the Management Board removing therm from the list of members.

§ 13

Founding members and ordinary members shall:
  1. actively participate in the works the Association and the execution of its objectives,
  2. observe these Statutes, the by-laws, and the resolutions passed by the governing bodies of the Association,
  3. maintain the good reputation of the Association, and
  4. make punctual payment of fees and other obligatory payments in the Association.

§ 14

  1. Supporting and honorary members have the same rights and obligations and ordinary members, excluding active voting rights.
  2. Honorary member are exempt from payment of membership fees.

Chapter IV
Governing bodies: definition, election, supplementation, and powers

Governing bodies consist of:

§ 15

Władzami Stowarzyszenia są:
  1. General Meeting of Delegates
  2. The Management Board
  3. Board of Control

Election and supplementation of governing bodies

§ 16

  1. All governing bodies shall be elected for a term of two years.
  2. The governing bodies shall be elected by secret ballot with simple majority vote in the presence of at least half plus one of all delegates
  3. The governing bodies shall be elected from among the delegates unless this is rejected with the resolution of the General Meeting.

§ 17

  1. In the event of resignation, elimination, or death of a member of one of Association's governing bodies during his or her term, the make-up of such body shall be supplemented by the body authorised to make the selection.
  2. The number of co-opted members of governing bodies cannot exceed 1/3 of all members chosen in elections.
  3. Governing bodies may be supplemented if the current term lasts for over six months and the present number of the governing body's members is insufficient to carry out activities in keeping with these Statutes.

General Meeting of Delegates

§ 18

General Meeting of Delegates shall be the supreme governing body of the Association.

§ 19

  1. General Meeting of Delegates shall consist of authorised representatives of the respective member organizations.
  2. Each ordinary member of the Association may send one delegate whereas each founding member may send three delegates.
  3. Delegates shall have authorisations issued by the appropriate bodies of the delegating organizations.
  4. Such authorisation for each delegate shall be valid during the term in office of the Association governing bodies.
  5. Supporting and honorary members may be represented by non-voting delegates/
  6. Delegates of those members who are delinquent in payment of fees for over 6 months shall not have the voting rights.

§ 20

  1. The General Meeting of Delegates shall be convened annually by the Management Board.
  2. Invitation of the General Meeting of Delegates with the draft agenda, the place, and the date of the meeting shall be sent by registered letter or delivered in person no later than 14 days before the date of the Meeting
  3. Resolutions of the Meeting shall be legally valid if they are passed in the presence of at least half of the members plus one.
  4. If the required number of candidates is not present at the appointed time, the chairman of the meeting shall appoint a second date for the General Meeting of Delegates half an hour later. The resolutions of that meeting shall be legally valid irrespective of the number of delegates present.

§ 21

  1. General Meeting of Delegates shall take part in the meeting according to the agreed agenda.
  2. The proceedings of the General Meeting of Delegates shall be conducted by the chairman elected with majority vote.
  3. The resolutions shall be passed with simple majority vote. Unless the General Meeting decides otherwise, in the event of an equal number of votes for and against the person chairing the deliberations shall have the casting vote.

§ 22

  1. Extraordinary General Meeting of Delegates shall be convened by the Management Board in the following cases:
    1. if it deems such that such meeting is necessary
    2. upon the written motion of at least 1/3 of the total number of delegates, giving the justification.
  2. Extraordinary General Meeting of Delegates shall only debate issues for which it has been convened.

§ 23

The powers of the General Meeting of Delegates shall include:
  1. definition of the main course of action of the Association
  2. adoption of the set of regulations for the Management Board of the Association
  3. definition of the rules of selecting and the number of persons constituting the Management Board
  4. selection and dismissal of members of the Association governing bodies
  5. examination of appeals against resolutions of the Management Board concerning membership issues
  6. passing resolutions to exclude a member in keeping with § 12.1.2
  7. awarding and invalidating the status of honorary member
  8. approval of the financial reports submitted by the Association governing bodies
  9. adoption of the budget for the financial year
  10. determination of the size of member fees and other payments, concessions, and exemptions on such fees and payments
  11. authorising the Management Board to make financial commitments and take out loans
  12. passing resolutions on the disposal of the Association fixed assets
  13. examination of motions and demands submitted by the Association members or its governing bodies
  14. passing appropriate resolutions and joining other national and international associations
  15. passing resolutions to appoint other legal entities to execute the statutory objectives
  16. appointing a commission to deal with specific issues
  17. adopting distinctions, insignia, titles, and decorations and the rules for their awarding
  18. passing resolutions to appoint organizational units
  19. recommendations of the Board of Control other than defined by these Statutes
  20. passing the changes to these Statutes and passing a resolution to dissolve the Association

Management Board


§ 24

  1. The Management Board shall manage all Association activities in keeping with the resolutions of the General Meeting of Delegates and shall represent the Association on the outside.
  2. The Management Board shall consist of:
    • the President
    • Vice-President
    • 1-3 members
  3. The activities of the Management Board shall be defined by a set of regulations adopted by the General Meeting
  4. Meetings of the Management Board shall be held when necessary.
  5. A motion to recall members of the Management Board must be signed by at least one-third of the total number of delegates.
  6. The resolution to recall members of the Management Board shall be adopted with by the affirmative vote of at least two-thirds of the total number of delegates.
  7. A motion to recall the President shall be understood as a motion to recall the whole Management Board.
  8. Recall of the President shall be effective if his successor is appointed during the same meeting.

§ 25

  1. Meetings of the Management Board shall be convened by the President or, with his permission, by Vice-President.
  2. Resolutions of the Management Board are adopted with majority vote in the presence of at least half of all Board members.
  3. In the event of an equal number of votes for and against the person chairing the deliberations shall have the casting vote.

§ 26

The Management Board shall manage the affairs of the Association and its assets with due diligence required in economic and financial turnover, while strictly following the binding law, the provisions of the charter, regulations, and resolutions passed by the Association governing bodies.
  1. The President shall manage the works of the Management Board.
  2. The President shall be the first person to be chosen.
  3. The President shall have the right to propose the other members of the management board and submit motion for their recall.
  4. The President shall act as the employer of the office director and the managers of the Association organizational units, if any are established.

§ 27

The powers of the Management Board shall include:
  1. Performance of the resolutions of the General Meeting of Delegates.
  2. Execution of the objectives and the Association mission and objectives in keeping with the statutory method of their execution.
  3. Execution of the resolutions of the General Meeting on disposal of the Association fixed assets.
  4. Selection of delegates representing the Association in other associations, foundations, and companies.
  5. Convening of the General Meeting of Delegates and, in due course, of the Extraordinary General Meeting of Delegates, as well as fixing the date and the venue of such meeting.
  6. Admission of new members according to the principles described in §11.
  7. Exclusion of members on the basis of § 12 of the charter.
  8. Preparation of draft working regulations of the Management Board and the Board of Control.
  9. Passing the regulations provided for in the charter.
  10. Motioning to the General Meeting of Delegates the proposed annual fee.
  11. Appointment of working teams and commissions for specific purposes.
  12. Motioning to the General Meeting of Delegates for award of honorary membership.
  13. Giving powers to carry out and resolve specific issues, in particular:
    • management of organizational, administrative, and financial works
    • preparation of the project and the execution of the adopted Association budget
    • management of the Association assets, starting and running business activities to finance the Association operations.

§ 28

The President acting alone or the Vice-President acting together with the President or one of the Management Board members shall have the authority to issue statements of intent regarding the financial rights and obligations of the Association, sign contracts and obligations on behalf of the Association, and represent the Association on the outside.
§ 29

  1. The Board of Control shall be the only governing body of the Association with supervisory powers.
  2. The Board of Control shall consist of 3 members chosen exclusively from among the delegates by the General Meeting of Delegates.
  3. The Board of Control shall choose its President from among its own members.

§ 30

The powers of the Board of Control shall include:
  1. control of the Association financial activities
  2. control of the financial status
  3. expressing opinion on the financial report prior to the annual General Meeting of Delegates
  4. motioning the Management Board on control issues
  5. preparation of the draft working regulations of the Board of Control for the General Meeting

§ 31

The Board of Control shall act on the basis of the regulations approved by the General Meeting of Delegates.

Chapter V
Assets and funds

§ 32

  1. The assets of the Association shall consist of:
    • funds
    • movables
    • real property
  2. The assets of the Association may be used exclusively for the execution of its statutory goals.
  3. The assets shall be generated from the following sources:
    • membership fees and other payments
    • profits from assets
    • grants
    • profits from economic activity
    • banking interest rates

§ 33

  1. The value of the membership fee shall be determined annually by the General Meeting of Delegates.
  2. The fees shall be paid every six months.

§ 34

The Association shall maintain financial management and accountancy in keeping with the current regulations.

Chapter VI
Changes to the Charter and Dissolving of the Association

§ 35

  1. Changes to the Charter shall be adopted with resolutions of the General Meeting of the Association Delegates passed by two-thirds of the total number of delegates.
  2. Draft changes to the Charter shall be delivered to the delegates no later than 21 days prior to the date of the General Meeting of Delegates.

§ 36

  1. A resolution dissolving the Association shall be passed with the resolution of the General Meeting of Delegates supported by at least two-thirds of the total number of delegates.
  2. The assets remaining after the deduction of obligations and costs shall be given to charity.