Statute of
Polish Society of Reproductive Medicine

I. General provisions

§ 1.

Polish Society of Reproductive Medicine, hereinafter called “the Society”, is a non-governmental organization, acting under the principles specified in the Law on Associations of 6^th April 1989 (i.e. Journal of Laws no 79, item 855 as amended).

§ 2.

1. The Society registered seat shall be in the city of Białystok.
2. The Society shall operate within the territory of the Republic of Poland and abroad.
3. The Society  can be a member of domestic and foreign organizations of the same or similar character of activity.
4. The Society can be a part of companies and other legal forms.

§ 3.

The Society has been established for an unlimited period of time.

§ 4.

1. The Society shall use a stamp reading: Polish Society of Reproductive Medicine and a distinctive graphic character.
2. The Society  can also use its abbreviated name: PSRM.
3. The Society  can establish honorary commendations and can confer them, along with distinctions and rewards upon physical and legal persons distinguished in the achievement of the objectives set by the Society.

II. The Society objectives and rules of operation

§ 5.

The Society objectives shall include:

1. propagating and development of medical deontology and care over its observance,
2. raising professional qualifications and scientific standing of the Society Members,
3. raising the authority in the society of the professionals working in clinical embryology and assisted reproductive medicine,
4. co-operating with state administration bodies, scientific institutes and societies, and in particular with the Polish Gynecological Society, the Society for Biology of Reproduction, European Society for Human Reproduction and Embryology, IFFS, ASRM as well as associations of higher public benefit working for health care,
5. constant protection of the interests and rights of the professionals working in clinical embryology and assisted reproductive medicine,
6. provision of high quality services rendered by the institutions of clinical embryology and assisted reproductive medicine through legally permissible forms of supervision,
7. representing clinical embryology, as well as related fields and their scientific achievements in Poland and abroad.

§ 6.

The Society shall achieve the objectives specified in § 5 by:

1. combining experiences and skills of the people working in the field of clinical embryology and assisted reproductive medicine and people willing to co-operate with the Society,
2. establishing co-operation with health care institutions and educational organizations (also international ones), whose objectives are convergent with those of the Society,
3. organizing discussion sessions, symposia, conferences and scientific meetings for people working in the field of clinical embryology and assisted reproductive medicine, as well as meetings open to the general public,
4. organizing competitions for scientific papers and awarding prizes,
5. co-operating with state administration bodies on legislation relative to clinical embryology and assisted reproductive medicine,
6. organizing, developing and strengthening regional branches,
7. establishing and maintaining contacts with foreign scientific societies as well as nominating the Society Members for participation in foreign trainings and scientific conventions,
8. presenting proposals of state awards for its Members,
9. preparing and publishing educational materials, methodological handbooks, subject to relevant provisions in force,
10. constantly supervising the quality of services rendered by the Society Members and by the institutions working in the field of clinical embryology associated in the Society,
11. financially supporting people and institutions working for health education and in the field of assisted reproductive medicine as well as in clinical embryology,
12. supporting social initiatives with health care as their objective,
13. conducting activities that popularize the Society’s objectives,
14. conducting business activities in a form that is organizationally separated, to the extent contributing to the accomplishment of the Society’s statutory objectives; the entire income generated from business activity shall be allocated to the accomplishment of statutory objectives.

III. The Society Members, their rights and obligations

§ 7.

1. The Society Members shall be divided into ordinary Members and honorary Members.
2. Both Polish citizens and foreigners can become the Society Members.
3. Persons accepting the Society statutory objectives and means of operation can become the Society Members.

§ 8.

Every physical person working in the field of clinical embryology or assisted reproductive medicine with a capacity to perform legal activities, as defined in the polish law,  who accepts the society objectives specified herein, and who shall make a written declaration, can become an ordinary Society Member. Granting the membership of the society shall be effected by way of a written declaration of acceptance by one of its ordinary Members and one Society Management Board Member.

§ 9.

1. A physical person or an organizational entity without legal personality, which was statutorily granted a legal capacity, can become an honorary member, the honor being granted by the General Meeting of the Society Members upon the motion of the Management Board in recognition of its services for the Society  and development of clinical embryology.
2. Honorary Members are exempt from the obligation of paying membership fees.
3. Corporate members can become the Society members. They shall participate in substantive support of the Society activities. They shall enjoy the right to take part in discussions of the General Meeting of the Society Members without the right to a casting vote. Amount of membership fee shall be established in a relevant resolution of the General Meeting of the Society Members.

§ 10.

Ordinary Members shall enjoy equal rights to:

1. participate in the Society activities,
2. elect and be elected  for the Society authorities,
3. carry the Society organization badge.

§ 11.

Ordinary Members shall be obliged to:

1. actively participate in accomplishing the Society objectives,
2. observe the Statue’s provisions and the resolutions of the society authorities,
3. respect the principles of social existence and professional ethics,
4. regularly pay membership fee in the amount specified.

§ 12.

Honorary Members shall have the right to take part in the discussions of the General Meeting of the Society Members without the right to a casting vote.

§ 13.

1. Ordinary membership shall cease as a result of:
   1. a written renunciation of membership,
   2. exclusion upon the motion of the Management Board passed by a simple majority of votes of the General Meeting of the Society Members for a) a dishonourable deed or acting to the detriment of the Society,
      b) undertaking actions contrary to medical deontology, to the Statute and to resolutions of the Society authorities,
   3. striking off under a resolution of the Management Board  for failure to pay membership fees over a period of a minimum of 12 months, unless the member has been temporarily exempted from membership fee payment on the strength of a relevant resolution,
   4. loss of full capacity to legal activates,
   5. death of a member.
2. Prior to passing a resolution in matters specified in items 1.2 and 1.3 the Management Board shall enable the member to provide explanations in person or in       writing.
3. within 30 days of receiving a copy of a resolution taken by the General Meeting of the Society Members on striking off or exclusion from a list of the Society members, the interested party can appeal from the resolution to the Management Board. A resolution taken by the General Meeting of the Society Members on striking off or exclusion from a list of the Society members shall become valid on the day of its adoption and shall not be subject to appeal.
4. By the time the dismissal case has been resolved, the member subject to the punishment of exclusion or striking off shall be suspended in his membership rights and obligations.
5. The Society Member struck off of the membership list can be reaccepted as the Society member on the grounds of the Management Board resolution after a minimum of 3 months.

IV. The Society authorities

§ 14.

1. The Society authorities shall be:
   1. the General Meeting of the Society Members
   2. the Management Board,
   3. the Review Board,
   4. the Program Board.
2. The term of office for the Society authorities shall be three years.
3. The President and Vice-President shall not hold their positions for longer than one term, which shall not preclude them from holding such positions after a break of one term of office. Any exception to the rule shall require a consent to a repeat candidacy for the position on the grounds of a resolution passed by the General Meeting of the Society Members.
4. at a founding meeting the Founding Members shall appoint the Society authorities and authorities’ members for the first term.
5. Members of all the Society authorities shall fulfill their duties free of charge.

§ 15.

1. The General Meeting of the Society Members shall be the highest ranking authority in the Society.
2. The General Meeting of the Society Members can be an ordinary one or an extraordinary one.
3. All ordinary members of the Society shall participate in the General Meeting of the Society Members with a right to a casting vote.
4. Competences of the General Meeting of the Society Members shall include:
   1. election and dismissal of the Members of the Management Board, the Review Board, the Program Board as well as election of a Chairman of the General Meeting of the Society Members, adoption of the meeting agenda and regulations,
   2. adoption of directions for the Society’s activities,
   3. examination and adoption of reports of the Management Board and the Review Board operations,
   4. adoption of a resolution on granting or refusal to grant a discharge to the Management Board upon the motion of the Review Board,
   5. establishment of the membership fee amount,
   6. conferring the title of the Society honorary member,
   7. hearing appeals against resolutions taken by the Management Board on matters regarding individual Society members,
   8. passing amendments to the Statute,
   9. adoption of a resolution on dissolution of the Society and allocation of its assets.

§ 16.

1. The General Meeting of the Society Members shall be convened once a year.
2. The Management Board shall inform the members of the date and proposed time of a General Meeting of the Society Members via registered mail with return receipt requested  or via electronic mail to the e-mail address indicated by the members at least 30 days prior to the date of the meeting.

§ 17.

1. An Extraordinary General Meeting of the Society Members shall be convened:
   1. on the grounds of a Management Board resolution,
   2. upon a motion of the Review Board,
   3. upon a written request of a minimum of 10% of members

and it shall deliberate on matters for which it has been established.

1. The Management Board can convene an Extraordinary General Meeting of the Society Members within three months of the receipt date of a relevant motion or resolution adoption.

§ 18.

1. Resolutions of the General Meeting of the Society Members shall be adopted by a simple majority of votes with at least ½ of the total number of members entitled to vote attending, with the exception of a resolution on amending the Statute and a resolution on dissolution of the Society, which shall require a majority of 2/3 of votes to be adopted and at least ½ of the total number of members entitled to vote attending.
2. Should the quorum be insufficient, the General Meeting of the Society Members shall be opened at another time 15 minutes later. Its validity depends on the number of the members present at the meeting.
3. A Society member can be represented at the General Meeting of the Society Members by a proxy on the basis of a power of attorney granted in writing, which shall give right to representation and undertaking of actions included on a meeting agenda.

§ 19.

1. The Management Board shall be made up 3 to 7 persons, including a President and a Vice-President, elected from among the Society members in a secret    ballot by a simple majority of votes separately for each of the posts.
2. During a term of office a Management Board member can be dismissed at any time, and in particular for violating the Statute’s provisions, undertaking activities contrary to the Society’s activity, negligence of his obligations or for other important reasons. A decision in the matter shall be taken by the General Meeting of the Society Members in an open vote by a 2/3 majority of votes with at least ½ of the number of members entitled to vote attending.
3. A meeting of the Management Board shall be convened and presided over by its Chairman, and should the Chairman be absent, by another Management Board member. Meetings shall be held as per need, however, not less frequently than once every six months.
4. The Management Board shall pass resolutions in an open vote by a simple majority of votes.
5. Representatives of the Review Board and other invited guests may attend Management Board meetings.
6. In case a mandate of a Management Board member is withdrawn or expires, another Management Board member shall be elected to fill in for the remainder of the term of office at the nearest General Meeting.

§ 20.

1. The Management Board shall run the Society activity and shall represent the Society outside, acting in pursuance of the provisions of the law, provisions of the statute as well as resolutions of the Society statutory authorities.
2. Joint act of two Management Board members, including the President or the Vice-President, shall be required for the validity of concluding agreements, granting powers of attorney, making declarations of will on behalf of the Society and contracting obligations.
3. Obligations of the Management Board shall include in particular:
   1. observation and accomplishment of the Society objectives, tasks and programs,
   2. reliable, diligent and effective disposal of the Society resources,
   3. preparation of annual reports on the Society operations,
   4. appointment, as the need should arise, of specialist organizational entities and auxiliary units,
   5. determining the number of employees, conditions of employees’ remuneration and the amount of funds for their remuneration and awards,
   6. implementing resolutions of the General Meeting of the Society Members,
   7. determining current plans of activity,
   8. decision-making on the Society property-related issues,
   9. convening General Meetings of the Society Members,
   10. exclusion of the Society members under § 13,
   11. initiation and completion of other work resulting under the statue
   12. appointing teams and sections to carry out specific subjects (issues),
   13. signing agreements of co-operation with other organizations or associations of similar objectives

§ 21.

1. The Review Board shall be a supervisory body of the Society elected from among its members.
2. The Review Board shall be made up of 3 members, including a Chairman elected from among its composition.
3. The Review Board Members cannot hold any other posts nor participate in any other authorities of the Society and they cannot be employed full time by the Society.
4. Persons convicted by a valid sentence for intentional offence cannot serve as the Review Board Members.
5. A person being a blood relation, relation by marriage or a subordinate in an employment relationship to the Management Board Member cannot serve as the Review board Member.
6. The Review Board Members shall not receive any remuneration on account of the position held.
7. In case a mandate of a Review Board member is withdrawn or expires, another Review Board member shall be elected to fill in for the remainder of the term of office at the nearest General Meeting.

§ 22.

1. The Review Board shall convene at meetings as need should arise, however not less frequently than once a year.
2. Review Board meetings shall be convened by its Chairman.
3. Review Board resolutions shall be passed by a simple majority of votes with at least ½ of the number of members attending.

§ 23.

The scope of the Review Board competences shall include:

1. control of the entire operations, and in particular of the Society financial management,
2. submission of a report at the General Meeting of the Society Members, including operation evaluation and conclusions regarding granting a discharge to an outgoing Management Board,
3. presentation of conclusions on the Society operations to the Management Board and preparation of post-control recommendations,
4. passing work regulations for the Review Board.

§ 24.

1. The Society Program Board shall be an opinion and advisory body. The Program Board shall propagate the objectives for whose accomplishment the Society  has been founded. The competences of the Program Board shall include in particular:
   1. presenting opinions on priorities in the Society current operations,
   2. consultation on objectives,
   3. supporting the Society authorities in accomplishment of their goals.
2. The Program Board Members shall be appointed from among the society members by the General Meeting of the Society Members.

§ 25.

1. The Program Board meetings shall be held as need should arise, however not less frequently than once a year.
2. The Program Board meetings shall be convened by the Management Board upon its own initiative, or upon a motion of 2 Program Board members.
3. The Program Board shall make decisions in the form of resolutions. Resolutions shall be passed by a simple majority of votes with at least a half of the Program Board members attending. In case of an equal number of votes a meeting Chairman shall have the casting vote.

§ 26.

The Program Board members can take part in all campaigns, events and undertakings organized by the Society or those organized with its participation.

V. Problem Committees

§ 27.

1. within the Society Problem committees can be appointed, which fulfill auxiliary function for the Society and which are appointed by the Management Board.
2. Problem Committees shall be set up under Management Board resolutions.
3. Problem Committees shall issue opinions upon the demand of the Management Board and the Management Board President.
4. The Management Board shall specify the scope of Problem Committees’ tasks.

§ 28.

1. Problem committee Members, including a committee chairman, can be appointed from among members of the General Meeting of the Society Members.
2. A member of the General Meeting of the Society Members can be appointed to a maximum of two problem committees.
3. Upon a demand of a committee comprised exclusively of the members of the General Meeting, the management Board may extend its composition, adding persons who are not members of the General Meeting but who have specialist knowledge in a given field.

§ 29.

A Problem Committee can pass work regulations.

§ 30.

The President, the vice-President and the remaining members of the Society Management Board can take part in Problem Committee’s meetings.

§ 31.

The Committees shall be entitled to submit motions to the Management Board for appointment of experts, who have specialist knowledge in a given field, selected from outside of the General Meeting of the Society Members.

§ 32.

Committee resolutions shall be submitted to the Management Board President, who shall steer them onto proper course.

§ 33.

1. The Management Board can appoint any number of Problem Committees.
2. Problem Committees can be set up as either standing or extraordinary committees.
3. Extraordinary committees are set up for a fixed period of time or for the time of accomplishment of specific tasks.

§ 34.

The Management Board can dismiss individual committee members or their entire personal compositions during their operations, and it can appoint any new persons or new personal composition of committees in their stead.

§ 35.

1. A Committee chairman shall run the committee operations, including convening and chairing committee meetings.
2. The Management Board shall specify the remuneration of committee members who are not the Society members under an agreement concluded with them.

VI. The Society Property

§ 36.

1. Movables, real estate and funds shall constitute the Society property, which come from:
   1. membership fees,
   2. donations,
   3. inheritance,
   4. legacies,
   5. income from own operations,
   6. income from the Society property,
   7. public generosity,
   8. securities,
   9. bank interest,
   10. income from business activity.
2. Cash, irrespectively of its source of origin, can be deposited exclusively in the Society bank account.
3. A calendar year shall be an accounting and reporting period.
4. Finances shall be run in pursuance of the universally applied provisions and of the Management Board decisions.

§ 37.

Should the Society be appointed to an inheritance, the Management Board shall make a declaration of will to accept the inheritance with limited liability for inheritance debts and only if at the time of making such a declaration it is clear that the assets of the inheritance significantly exceeds its inheritance debts.

§ 38.

Physical and legal persons, granting donations or subsidies, on a one-off or joint basis, in the amount equal to at least 10,000.00 PLN (ten thousand zloty), shall obtain, if they express such a wish, a title of the Society Sponsor. The title shall be of a personal nature.

§ 39.

The entire income of the Society, coming from the sources indicated herein, shall be allocated to the Society statutory activity.

VII. Business activity of the Society

§ 40.

1. The Society can conduct business activity in Poland and abroad – in pursuance of the relevant provisions in force – only to the extent to which it serves the accomplishment of statutory objectives. The entire income generated from business activity shall be allocated to the accomplishment of its statutory objectives. The Society can also participate in commercial law companies and in other forms of organizations conducting business activity.
2. The scope of the Society business activity shall be:
   1. other publishing activity – PKD (Polish Business Activity Code) 58.19.Z,
   2. hire and management of own or leased real estate – PKD 68.20.Z,
   3. management consulting – PKD 70.2,
   4. other research and technical analyses – PKD 71.20.B,
   5. market research and public opinion surveys – PKD 73.20.Z,
   6. painting and DTP services – PKD 18.1,
   7. advertising – PKD 73.1,
   8. commercial activity, nowhere else classified – PKD 82.9,
   9. activity relative to trade fair, exhibition and congress organization – PKD 82.30.Z,
   10. activity of commercial organizations, employers’ organizations and professional organizations – PKD 94.1,
   11. other membership organizations activity, nowhere else classified – PKD 94.99.Z,
   12. retail sale conducted outside of store chains, stalls and markets – PKD 47.9,
   13. data processing; web site administration (hosting) and similar activity; internet portal activity – PKD 63.1,
   14. education supporting activity – PKD 85.60.Z,
   15. other health care activity, nowhere else classified – PKD 86.90.E,
   16. adult lifelong learning and other forms of training, nowhere else classified – PKD 80.42.B,
   17. other social aid, excluding accommodation, nowhere else classified – PKD 88.99.Z,
   18. education supporting activity – PKD 85.60.Z,
3. The Society shall obtain any relevant licenses or permits for these types of business activity, whose commencement or conduct, in pursuance of the law in force, is conditional upon their receipt. The Society shall only commence such activity once a license or a permit has been obtained.

VIII. Final provisions

§ 41.

1. Any amendment of the Statute and the Society objective shall require a resolution of the General Meeting of the Society Members, while an amendment of the Society objective shall require a unanimous adoption of such a resolution.
2. The Society Management Board is entitled to prepare a unified text of the Society Statute.

§ 42.

1. For effective performance of its objectives, the Society may merge with another society or foundation.
2. A merger cannot be effected if the Society objective is to undergo a significant change as a result.
3. The General Meeting of the Society Members shall take a decision on a merger of the Society by way of a resolution passed by a 2/3 majority of votes with at least ½ number of members entitled to vote attending, having first familiarized itself with the position of a relevant Minister.

§ 43.

1. Any amendment of the Statute and dissolution of the Society shall require a resolution taken by the General Meeting of the Society Members passed by a 2/3 majority of votes with at least ½ number of members entitled to vote attending.
2. Should the General Meeting of the Society Members pass a resolution on dissolution of the Society, it shall also decide on the allocation of its assets and it     shall appoint a Liquidation Committee which is to conduct a liquidation.
3. In matters concerning dissolution and liquidation of the Society not regulated herein the provisions of the Law on Associations of the 7^th April 1989 shall apply.

§ 44.

The Statute shall enter into force upon the day of its registration in the National Court Register.