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Statute of the Polish Society of Mesotherapy

Chapter I

General Provisions

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§1

  1. The Polish Society of Mesotherapy, hereinafter referred to as the “Society”, operates under the Act of April 7, 1989 “Law on Associations” (consolidated text Journal of Laws 2001 No. 79, item 855, as amended), the Act of April 24, and this Statute.

  2. The Society may use the abbreviated name “PTM”.

§2

  1. The Society is registered in the National Court Register.

  2. The Society has legal personality.

  3. The Society is established for an indefinite period.

  4. The Society may conduct economic activity.

§3

  1. The territory of the Society's activity is the Republic of Poland. If required to achieve its statutory goals, the Society may also operate abroad in accordance with the applicable legal order.

  2. The seat of the Society is the city of Warsaw.

  3. The Society may be a member of national and international organizations with similar scope and nature of activity, in accordance with applicable law.

§4
The Society is a voluntary, permanent scientific association with non-profit objectives.

§5

  1. The Society's activity is based on the voluntary work of its members.

  2. To conduct statutory activity, the Society may employ workers, including its own members.

§6
Within its organizational structure, the Society may create internal units:

  1. Regional branches operating under Chapter VI of this Statute.

  2. Press bodies.

  3. Advisory councils and committees.

§7
The Society has the right to use a seal, emblem, and badges according to designs approved by the Management Board.

 

Chapter II

Objectives and Means of Action

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§8
The objectives of the Society are:

  1. To deepen knowledge of the use of injection techniques—mesotherapy—in various fields of medicine and to promote this knowledge among medical and academic communities as well as among patients.

  2. To support scientific research expanding the understanding of the effectiveness, safety, and mechanism of action of mesotherapy.

§9
The Society achieves its goals through:

  1. Organizing scientific congresses, conferences, symposia, and training courses.

  2. Cooperation with other societies and institutions at home and abroad pursuing similar goals.

  3. Representing the interests of its members before relevant authorities and medical self-governments.

  4. Participating in shaping the healthcare model.

  5. Promoting professional ethics and ensuring their observance.

  6. Inspiring members to engage in scientific work, continually improve their qualifications, and initiate both national and international research exchange.

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Chapter III

Members, Their Rights and Obligations

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§10

  1. Members of the Society are classified as regular, honorary, correspondent, and supporting.

  2. A regular member may be a Polish citizen or a foreigner with full public rights and legal capacity, who is a physician, dentist, or holds academic qualifications related to the Society's scope of activity.

  3. A member accepts the Society’s goals and undertakes to comply with its statute and internal regulations.

  4. Admission as a member is decided by the Main Board or the Branch Board through a resolution based on a written application and the written recommendation of an introducing member. The resolution is promptly delivered to the applicant.

  5. Membership status is acquired upon delivery of the resolution mentioned in point 4.

  6. A candidate may appeal a negative membership decision to the General Assembly within 14 days. The decision of the General Assembly is final.

  7. An honorary member may be a Polish citizen or foreigner recognized for exceptional service to the Society, proposed by the Main Board and approved by the General Assembly.

  8. A correspondent member may be a foreign resident with full public rights and legal capacity, proposed by the Main Board and approved by the General Assembly.

  9. A supporting member may be a natural or legal person willing to provide financial or material assistance. A legal entity acts through its representative.

§11

  1. The title of Honorary President may be awarded to an outgoing President for distinguished service.

  2. The Honorary President is appointed by the General Assembly on the motion of the Main Board, Branch Board, or 15 members.

  3. The Honorary President holds all rights and privileges of an honorary member.

§12
Regular members are entitled to:

  1. Active and passive voting rights within the Society,

  2. Participation with voting rights in General Assemblies,

  3. Submit motions concerning Society activities,

  4. Participate in symposia, conferences, and events,

  5. Use Society facilities and services as established by its authorities,

  6. Wear the organization’s badge.

§13
Regular members are obliged to:

  1. Actively pursue the Society’s goals,

  2. Abide by the statute, regulations, and resolutions,

  3. Pay membership fees regularly,

  4. Uphold appropriate professional ethics.

§14

  1. Supporting, honorary, and correspondent members have the same rights as regular members except for voting and election rights.

  2. Honorary and correspondent members are not required to pay dues.

  3. Supporting members must fulfill their declared financial support and comply with the Society's statute and resolutions.

§15

  1. Membership ceases upon:
    a) Voluntary resignation submitted in writing,
    b) Death,
    c) Removal due to unpaid dues exceeding 24 months,
    d) Expulsion by final court ruling involving loss of public rights or medical license,
    e) Expulsion by the Peer Court,
    f) Removal of honorary title by the General Assembly,
    g) Expulsion for harmful activity inconsistent with social norms or the Statute.

  2. In cases (c, d, f), the member is notified in writing with justification. Appeals may be submitted to the General Assembly within 14 days.

  3. A member removed for unpaid dues may reapply after settling the arrears.

 

Chapter IV

Authorities of the Society

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§16
The authorities of the Society consist of central and regional bodies.

§17
The central governing bodies of the Society are:
a) General Assembly of Members,
b) Main Board,
c) Audit Committee,
d) Peer Court.

§18

  1. The term of office for all elected authorities is four years. Elections are conducted by secret ballot and require an absolute majority. The number of candidates is unlimited.

  2. Resolutions are passed by open vote with a simple majority, provided that at least half of the eligible members are present at the first term. In the second term, resolutions are valid regardless of the number of members present. A secret vote may be requested for specific matters. In case of a tie, the vote of the chairperson decides.

  3. In case of resignation, exclusion, or death of a member during the term, the vacancy is filled from the candidates not elected in the last election, based on the number of votes received. The number of co-opted members may not exceed 1/3 of the total elected members.

  4. Voting outside of formal meetings may take place using electronic communication.

  5. Participation in authority meetings via electronic means must be specified in the meeting notice, including a detailed description of participation and voting procedures. Such remote voting must allow:

    • Real-time transmission of proceedings,

    • Two-way real-time communication allowing member intervention,

    • Casting of votes personally or via proxy during or prior to the meeting.

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General Assembly of Members

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§19
The General Assembly of Members is the highest authority of the Society.

§20

  1. The reporting General Assembly is convened by the Main Board at least once per year.

  2. The reporting-elective General Assembly is convened according to the terms in §18.1.

  3. An Extraordinary General Assembly is convened by the Main Board:
    a) On its own initiative,
    b) At the request of the Audit Committee,
    c) At the request of at least 3 Branch Boards,
    d) At the request of at least one-third of regular members.

  4. In cases b), c), d), the Extraordinary General Assembly must be held within 30 days of the request.

  5. Members must be notified of the date of Ordinary or Extraordinary Assembly at least 14 days in advance.

§21
The competences of the General Assembly include:

  1. Determining main directions of the Society’s activities,

  2. Adopting or amending the Statute,

  3. Adopting internal regulations,

  4. Approving the Society's budget,

  5. Approving internal unit regulations as proposed by the Main Board,

  6. Electing the President, members of the Main Board, Audit Committee, and Peer Court (initial composition may be set by the Founding Assembly),

  7. Determining financial activity rules,

  8. Setting membership fee amounts,

  9. Granting discharge to the outgoing Main Board,

  10. Deciding on name changes and participation in other associations,

  11. Granting honorary titles and revoking them,

  12. Deciding on dissolution of the Society,

  13. Accepting annual reports from the Main Board and Audit Committee.

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Main Board

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§22

  1. The Main Board directs all activities of the Society, represents it externally, and is accountable to the General Assembly.

  2. The Main Board consists of seven members, including a President elected at the first meeting, a Vice-President, a Treasurer, a Secretary, and three additional members.

  3. The President, Vice-President, Treasurer, and Secretary constitute the Presidium.

  4. Board meetings are held at least once per year.

§23
Responsibilities of the Main Board:

  1. Convening the General Assembly,

  2. Defining detailed operational directions,

  3. Managing the Society in line with its Statute and Assembly resolutions,

  4. Preparing and submitting budgets,

  5. Managing assets,

  6. Supervising economic activity,

  7. Drafting internal regulations for approval by the General Assembly,

  8. Admitting, rejecting, or removing members, referring cases to the Peer Court, maintaining membership records,

  9. Representing the Society externally,

  10. Creating and dissolving organizational units and defining their jurisdiction,

  11. Defining powers and coordinating branch activities,

  12. Suspending Branch Boards for legal or statutory violations, and appointing temporary Boards,

  13. Suspending resolutions of Branch Boards that violate law or central resolutions,

  14. Recommending honorary titles to the General Assembly.

 

Audit Committee

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§24

  1. The Audit Committee supervises the Society’s activities.

  2. It includes three to five members elected by the General Assembly. It elects a Chair and Deputy from among its members by secret ballot.

  3. Members cannot be part of other governing bodies or be related by family or employment to them.

  4. It conducts at least one annual audit, especially focusing on financial management and efficiency.

§25
Responsibilities include:

  1. Auditing all Society activities, including regional units,

  2. Convening the General Assembly if the Main Board fails to do so,

  3. Requesting Board meetings to discuss audit findings,

  4. Reporting to the General Assembly and evaluating the Board’s work, recommending discharge,

  5. Adopting its own operating rules.

§26
Audit Committee members may attend Board and Branch Board meetings in an advisory capacity.

§27
A person may serve on the Audit Committee for no more than two consecutive terms.
Resolutions require a simple majority with all members present.
Vacancies are filled at the next General Assembly.
Committee functions expire with term completion, voluntary resignation, loss of membership rights, or removal by the General Assembly.

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Chapter VI

Peer Court

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§28
The Peer Court is an authority established to:

  1. Examine and resolve cases involving violations of the Statute and resolutions by members or any action detrimental to the Society,

  2. Resolve disputes between members related to the Society’s statutory activities.

§29
The Peer Court reports on its activities to the General Assembly of Members.

§30

  1. The Peer Court consists of five members elected by the General Assembly.

  2. At its first meeting, it elects a Chair and a Deputy Chair from among its members.

  3. Members of the Peer Court cannot serve in other governing bodies.

§31

  1. The Peer Court adjudicates in panels of three, provided that no panel member may judge a case if they are personally involved or have a relationship that could cast doubt on their impartiality.

  2. Proceedings are conducted based on the principle of equal rights and defense for both parties.

§32
The Peer Court may impose the following organizational penalties:

  1. Warning,

  2. Reprimand,

  3. Suspension of membership rights for 1 to 12 months,

  4. Expulsion.

§33

  1. The Court convenes upon a written request from a member or governing body and must respond within 30 days.

  2. The Court concludes proceedings by issuing a decision, which is delivered to the parties and announced to all members at the next General Assembly.

  3. Appeals may be submitted to the General Assembly within 30 days from the delivery of the decision.

 

Chapter VI

Regional Units – Branches

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§34

  1. To effectively implement the Statute’s tasks, the Main Board may establish branches.

  2. A branch may be established with a petition by at least 15 persons who are or wish to become regular members.

  3. The Main Board determines the territorial scope, headquarters, legal personality, and general financial rules of the branch.

  4. The registering authority for a branch is the court competent for the Society's headquarters.

  5. A branch may be dissolved by resolution of the Main Board in the event of:
    a) Ceasing activity or reducing its member count below the registration threshold for more than 12 months,
    b) A request for dissolution by the Branch Board.

§35
The authorities of a Branch are:
a) General Assembly of Branch Members,
b) Branch Board.

 

General Assembly of Branch Members

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§36
The General Assembly of Branch Members is the highest authority within the branch.

§37
The following may participate:
a) With voting rights – regular members of the branch,
b) In an advisory capacity – honorary, correspondent, and supporting members from the branch area, as well as national authorities and invited guests.

§38
The competences of the General Assembly of the Branch include:

  1. Defining action programs for the branch,

  2. Electing and dismissing the Branch Chair and Board members,

  3. Adopting the branch budget based on Main Board resolutions,

  4. Approving branch authority reports and granting discharge,

  5. Deciding on branch dissolution.

§39

  1. The reporting General Assembly is convened at least once a year by the Branch Board.

  2. The reporting-elective Assembly is held as per §18.1.

  3. An Extraordinary General Assembly is convened by the Branch Board:
    a) On its own initiative,
    b) At the request of the Audit Committee,
    c) At the request of at least 10 voting members of the branch.

  4. In cases b) and c), the Extraordinary Assembly must be held within 30 days.

  5. Members must be notified of the meeting at least 14 days in advance.

 

Branch Board

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§40

  1. The Branch Board directs the Society's activities in its territory, following the resolutions of national authorities.

  2. The Board includes the Branch Chair and three members.

  3. Meetings are convened by the Branch Chair.

§41
Responsibilities of the Branch Board:

  1. Defining specific operational goals for the branch,

  2. Managing daily operations,

  3. Convening the General Assembly of Branch Members,

  4. Preparing branch budget estimates and submitting them to the Assembly,

  5. Managing branch assets and incurring financial obligations within authorized limits,

  6. Overseeing economic activities conducted by the branch,

  7. Admitting, rejecting, or removing members, referring expulsion cases to the Peer Court, and maintaining records,

  8. Representing the branch externally,

  9. Requesting the Main Board to dissolve the branch.

 

Chapter VII

Assets and Funds

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§42
The Society's assets include real estate, movable property, and financial resources.

§43
Sources of assets include:

  • Membership fees,

  • Bequests and inheritances,

  • Grants and donations,

  • Income from statutory and economic activities,

  • Public generosity.

§44
The Society manages its finances in accordance with applicable laws.

§45
Declarations of will concerning financial obligations and document signing require joint action by the President or Vice-President and another Board member.

§46
The Society conducts economic activities according to separate regulations.
Income from such activities supports statutory goals and cannot be distributed among members.

 

Chapter VIII

Amendments to the Statute and Dissolution

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§47

  1. Amendments to the Statute or dissolution of the Society require a two-thirds majority at a General Assembly where at least half of eligible members are present at the first meeting; if unresolved, a second vote may be held immediately and passes by absolute majority regardless of attendance.

  2. Members must be notified of the proposed dissolution at least two months in advance.

  3. If the Society is dissolved, the General Assembly decides on asset allocation and appoints a Liquidation Committee.

 

Final Provisions

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§48
This Statute and its amendments come into force upon validation by the registration court.

§49
In matters not regulated by this Statute, the provisions of the Act of April 7, 1989 “Law on Associations” (consolidated text Journal of Laws 2001 No. 79, item 855, as amended) shall apply.

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Founding Assembly Members

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