STATUTES OF ASOCIACIÓN SALUD DIGITAL
|CHAPTER I. NAME, AIMS, ACTIVITIES, SEAT, FIELD OF ACTIVITY, AND DURATION OF THE ASSOCIATION|
|Under the name “Asociación Salud Digital” (“Association” from now on) we have constituted a non-profit organization, on the basis of article 22 of the Spanish Constitution and the rulings of Law 1/2002 of 22 March. The Association will abide by the corresponding laws and norms governing association rights and those applicable at any moment, as well as the present statutes.|
|The aims of the Association are the following:
(i) To create and share knowledge, and to provide opportunities for public debate on the use of Information Technologies (ICT) in the field of healthcare and medicine;
(ii) Exchange experiences and knowledge with other associations sharing our aims.
(iii) To disseminate information on the aims of the Association; and
(iv) To collaborate with the organizations governing the use of ICTs in the field of healthcare and medicine.
|In order to accomplish the aims listed in article 2 of the present statutes, the Association shall implement the following activities:
(v) Analysis of the situation of the ICTs in the field of healthcare;
(vi) Put forward proposals for the use of ICTs in the field of healthcare:
(vii) Collaborate with the public and private sectors in the consolidation of the use of ICTs in healthcare; and
(viii) Promote training and debate to study and encourage the implementation of ICTs in the field of healthcare.
|The seat of the Association is located in Madrid, at Number 16-18, Almagro Street.|
Field of Activity
|The field of activity of the Association will be the Spanish territory.|
|The Association will have indefinite duration.|
|CHAPTER II – BODIES OF THE ASSOCIATION|
Governing Bodies of the Association
|The bodies in charge of governing and representing the Association are the General Assembly and the Board of Directors.|
|Section 1: The General Assembly|
Nature of the Association
|The General Assembly is the supreme governing body of the Association. It will be formed by all the Association members.|
|The General Assembly shall hold an ordinary meeting at least once per year. Extraordinary meetings can be held under the provisions of the law and when requested by 10 percent or more of the Association’s members.|
|The convocation of the meetings of the General Assembly, be it ordinary or extraordinary, will be made in writing. An email notification will be sent indicating the place, day and hour of the meeting, as well as the meeting’s agenda. The day designated for the meeting shall be at least 15 days after the date of the notification unless there is an urgent cause, in which case it can be only five days after the notification.|
|The General Assembly will be considered valid when it is attended by at least a third of the associated with voting rights.
The President and the Chairman of the Board of Directors will act as the President and Chairman of the meetings of the General Assembly. If they do not attend the meeting, the General Assembly will vote (by simple majority) the president and/or the chairman for that specific meeting.
|The agreements of the General Assembly will be approved by a simple majority of the associates, present either personally or through a representative.
As an exception to the above, the following agreements will require the favorable vote of at least two thirds of those present either personally of through a representative:(i) Modification of statutes;
(ii) Dissolution of the Association or modification of their aims;
(iii) Disposal of assets having a value superior to that of half of the Association’ assets; or
(iv) Economic compensations for the directive board members, when appropriate
Powers of the General Assembly
|The General Assembly has the following powers:
(i) Nomination of the members of the Board of Directors and their responsibilities;
|Section 2: Board of Directors|
|The Board of Directors is the representative body managing, representing and implementing the interests of the Association, in accordance with the decisions and directives of the General Assembly.|
|The Board of Directors shall be composed of a variable number of members: a minimum of 3 and a maximum of 20. These will include the president, vice president, chairman and treasurer of the Association.
The term of the members of the Board of Directors will last two years upon their appointment.
Election of the members of the Board of Directors
|The members of the board of directors will be elected from closed lists, which will be voted by the General Assembly. To be eligible for voting, the lists shall be endorsed by at least 30 percent of associates.
Each of the lists shall be composed of 3 to 20 members. The list shall specify the names of those filling the posts of president, vice president, chairman and treasurer of the Association.
If any of the members of the Board of Directors is absent or ill, he or she will be replaced by any other member, with the exception of the president, who can be replaced only by the vice president.
The members of the Board of Directors will vacate their posts:
Meetings, Constitution and passing of agreements
|The Board of Directors shall meet at least quarterly.
The meetings of the Board of Directors will be convened by the chairman, upon request of the President, or when requested by at least one third of the associates. The convocation will be made in writing. An e-mail will be considered a valid proof of reception. The convocation shall be sent with a minimum notice of 48 hours.The meetings of the Board of Directors will be considered valid when attended (either in person or by a representative) by half plus one of the members of the Board of Directors.The passing of agreements will require the favorable vote of half plus one of the members of the Board of Directors.
|The Board of Directors has the following powers:
(i) Coordination of social activities and management of the economic and administrative activities of the Association:
(ii) Implement the agreements of the General Assembly;
(iii) Prepare and submit for approval the annual budget and accounting reports of the Association;
(iv) Prepare, if appropriate, the Internal Regulation procedure.
(v) Decide on the admission of new associates;
(vi) Name delegates for precise activities of the Association; and
(vii) Any other powers which are not exclusive powers of the General Assembly.
|The President of the Association has the following powers:
(i) Legal representation in behalf of the Association before all kinds of public and/or private organizations;
(ii) Preside and close the meetings of the General Assembly and the meetings of the Board of Directors, as well as request the convocation of the aforementioned meetings;
(iii) Conduct the discussions of the General Assembly as well as that of the Board of Directors;
(iv) Authorize payments and authorize, with his or her signature, documents, meeting minutes and correspondence; and
(v) Adopt any urgent measures deemed necessary for the proper function of the Association, without failing to be accountable to the Board of Directors.
The Vice President
|The Vice President will replace the President during his absence because of illness or any other reasons. While replacing the President, the vice president shall have the same attributions.|
|The chairman has the following powers:
(i) Issue certifications;
(ii) Take care of the files, books and documents of the Association; and
(iii) Convening the meetings of the General Assembly and that of the Board of Directors, upon request of the President, or in accordance with the provisions of this statute.
|The Treasurer will be responsible of collecting the Membership fees determined by the Association and will implement the payment orders, upon the President’s request.|
|Any remaining members of the board of Directors (those who are not named President, Vice president, Treasurer or Chairman) will be called board members.
Board members will have the same duties of the members of the Board of Directors, as well as those specific duties assigned by the Board of Directors, or that of the commissions in which they participate.
|CHAPTER III ASSOCIATES|
|Any natural person of legal age as well as juridical persons having legal powers (unless subjected to legal constraining of their legal powers) and having interest in the achievement of the Association’ aims can be an associate. To be an associate, they must request membership freely and voluntarily, and be admitted by the Board of Directors. Associated juridical persons will be considered corporate partners.|
Termination of Membership
|The causes for the termination of Membership are the following:
(i) Voluntary renouncement, notified in writing to the Board of Directors;
(ii) Failure to meet membership obligations; and
(iii) Improper conduct, by disrepute of the Association by fact or word, which may disturb the correct functioning of the Association. The unauthorized use of the name of the Association (without the explicit consent of the Board of Directors) can be considered cause for membership termination.The applicability of the aforementioned causes will be determined by the Board of Directors and signed off by the General Assembly. In any case, before submitting their case to the General Assembly, members will be notified beforehand, so that they can present whatever evidence they deem appropriate.
|Associates will have the following rights:
(i) To participate in the activities of the Association and in their governing bodies;
(ii) To attend the General Assembly and to exercise their right to vote;
(iii) To be informed about the composition of the Board of Directors, the financial situation of the Association as well as about the development of their activities;
(iv) To be heard prior to the implementation of disciplinary measures against him/her;
(v) To challenge the agreements of the Association bodies which he or she deem contrary to law and/or to the present statutes; and
(vi) To suggest to the members of the Board of Directors measures aimed at better compliance to the aims of the Association.On an annual basis, corporate partners will also have the rights determined by the Assembly.
|Associates will have the following duties:
(i) To share the aims of the Association and contribute towards their achievement;
(ii) To pay membership fees, call for funds and other payments determined by the present statutes;
(iii) To comply with all other duties stemming from this statute; and
(iv) To accept the decisions adopted by the government and representation bodies of the Association.
|CHAPTER IV – FINANCIAL AND REPORTING RULES|
Accounting and reporting obligations
|The Association will have the following:
(i) An updated members list. This list will include their personal data, for the purpose of Assembly convocation;
(ii) A book of minutes which shall include the minutes of the meetings held by the General Assembly, as well as those held by the Board of Directors;
(iii) An accounting record with precise data on the activities of the Association, their accounting results and the economic information of the activities that were carried out; and
(iv) An updated inventory of the assets and rights of the Association.
|The economic resources of Association shall come from:
(i) From membership, ordinary (according to the periodicity defined by the Association), and extraordinary fees;
(ii) From subsidies, donations, legacies or inheritance that may be legally received by the members or third parties; and
(iii) Any other legal assets generated by their activities.
|The Association constitutes itself without initial patrimony.|
|The Fiscal year of the Association will begin each 1 of January and will finish each 31 of December, in line with the calendar year.
The initial fiscal year will begin on the date of the constitution of the Association and will end on the 31 of December of that year.
|CHAPTER V- DISSOLUTION|
Causes of dissolution of the Association
|The Association will be dissolved because of the following causes:
(i) By the agreement of the General Assembly voted by two thirds of the associates;
(ii) Because of the impossibility of achieving their social aims, which in turn will require the affirmative vote of two thirds of the General Assembly; or
(iii) By court ruling.
The Liquidation Committee
|In the case of the dissolution of the Association, a Liquidation Committee shall be named to replace the Board of Directors. Unless otherwise determined by the General Assembly, the Board of Director shall become the Liquidation Committee.
The Liquidation Committee will have the following duties:
(i) Ensure the integrity of the patrimony of the Association;
(ii) Conclude pending operations and carry out any new operation needed for the liquidation of the association;
(iii) Get payment for the credits given by the Association;
(iv) Liquidate the assets of the Association and pay creditors;
(v) Use any leftover Association goods to non-profit aims determined by the dissolution agreement approved by the General Assembly; and
(vi) Request the cancellation of the Association entry in the registry of Associations.