Constitution a European Academy of Molecular Hydrogen Research in Biomedicine
Constitution a non-profit organization European Academy of Molecular Hydrogen Research in Biomedicine
CONSTITUTION ARTICLE I. Name and registered office of the non-profit organization
1.1. Name of non-profit organization: European Academy of Molecular Hydrogen Research in Biomedicine n.o. (hereinafter referred to as the "Non-Profit Organization"). 1.2. Headquarters of the non-profit organization: Sienkiewiczova 2539/1, 811 09 Bratislava – Staré Mesto, Slovak Republic
ARTICLE II The time for which a non-profit organization is founded
2.1. A non-profit organization is established for an indefinite time period.
ARTICLE III Type of services of general interest
3.1. The non-profit organization will provide the following services of general interest:
a) research, development, scientific and technical services and information services - support for research and development projects in the field of healthcare - organization and support of research on molecular mechanisms of molecular hydrogen - improving the quality of life of patients by implementing the pluripotent action of molecular hydrogen in the prevention and treatment of civilization diseases - developing contacts with professional organizations and activities in Europe, monitoring and ensuring the correct interpretation of molecular hydrogen research, prevention and treatment, and supporting the fight against inappropriate commercial and non-professional practices b) education, training and development of physical culture - acquainting the population with risk factors for the development of diseases of civilization, including diseases of the heart and blood vessels, as well as with the effects and mechanisms of effects of molecular hydrogen
- organization of educational campaigns on the use of molecular hydrogen and support for the popularization of new knowledge - support for the education of doctors and nurses in the undergraduate and postgraduate period in the field of diseases of civilization and the effects of molecular hydrogen - organization of professional and instructional events, support of interdisciplinary cooperation in cardiovascular and other issues, organization of seminars, symposia, conferences and congresses
ARTICLE IV Method of publishing the conditions for the provision of individual types of services of general interest
4.1. The non-profit organization publishes the conditions for providing individual types of services:
a) at the seat of the non-profit organization b) upon request, it sends them by post c) on the non-profit website
ARTICLE V Bodies of a non-profit organization the definition of their powers, the number of members, the method of election and the length of their term of office
5.1. The bodies of the non-profit organization are:
a) the Board of Directors b) the Director c) the auditor
5.2. The Board of Directors
5.2.1. The Board of Directors is the highest body of the non-profit organization. The first members of the board of directors are appointed by the founder or founders.
5.2.2. The Board of Directors in particular:
a) approves the budget of the non-profit organization, b) approves the annual account and the annual activity and management report, c) decides on the use of profit and compensation of losses, including the determination of the method of their settlement no later than the end of the following accounting period, d) decides on the dissolution, merging, amalgamation or division of a non-profit organization,
e) submits proposals for changes in the facts entered in the register, f) elects and dismisses the director and determines his salary, g) elects and removes members of the Board of Directors and the Auditor,
h) approves legal acts related to real estate, i) decides on changes in the constitution j) decides on the restriction of the director's right to act on behalf of the non-profit organization k) accepts and rejects the auditor's report 5.2.3. The Board of Directors have at least three members. Only a natural person who is competent to perform legal acts and is of good character may be a member of the Board of Directors. Neither the auditor nor the director of a non-profit organization may be a member of the Board of Directors. Board of Directors membership is a voluntary and unpaid function. Members of the Board of Directors shall be entitled to reimbursement of proven expenses incurred in the performance of their duties. 5.2.4. The Board of Directors elects a Chairman from among its members. The Chairman of the Board of Directors convenes, prepares, and chairs the meetings of the Board of Directors. 5.2.5. The Board of Directors shall meet as necessary, but at least twice a year. The Board of Directors must be convened within ten days of receipt of the proposal of the auditor or one third of the members of the Board of Directors. The term of office of the Board of Directors is 4 years. Voting by the Board of Directors may also take place by electronic means (per rollam). 5.2.6. A valid decision of the Board of Directors requires the consent of an absolute majority of its number of members. The Board of Directors shall have a quorum if at least half of the members of the Board of Directors take part in the vote. The election and removal of the Director shall require the consent of at least a two-thirds majority of all members of the Board of Directors.
5.2.7. Membership in the Board of Directors expires:
a) at the end of the term of office, b) resignation, c) on appeal, for loss of eligibility or if he/she does not attend three consecutive duly convened meetings of the Management Board without due justification d) death
5.3.1. The director is a statutory body that manages the activities of a non-profit organization and acts on its behalf. It decides on all matters of a non-profit organization, unless they are reserved for the competence of other bodies by the Act on Non-Profit Organizations, the Articles of Association, or the Articles of Association. It does not decide on matters in which the Board of Directors pursuant to Art. In point 5.2.2. letter (j) of the statute restricts the director's right to act on behalf of the non-profit organization to the extent restricted. The director represents the non-profit organization externally. He acts and
signs on its behalf by attaching his handwritten signature to the written or printed name of the non-profit organization.
5.3.2. The Director is entitled to participate in the meetings of the Board of Directors in an advisory capacity
5.3.3. A natural person who is legally competent and of good repute may be elected as director. The term of office of the director is 3 years. The Director shall be entitled to reimbursement of proven expenses incurred in the performance of his duties in accordance with a special regulation.
5.3.4. The director is elected and removed by the Board of Directors. The Director shall be dismissed by the Board of Directors if:
a) has been convicted of an offense concerning his professional conduct by a judgment which has the force of res judicata or an intentional criminal offense, b) he will ask for it himself, c) performs the activity specified in § 27 of Act no. 213/1997 Coll. law on non-profit organizations - prohibition of competition.
5.3.5. The Director may be removed from office by the Board of Directors if:
a) is unable, according to a medical opinion, to perform this function for more than six months on medical grounds, b) acts in contravention of the provisions of the Act on Non-Profit Organizations, the Memorandum of Association and the Statute, c) this was proposed by the auditor or a member of the Board of Directors.
5.3.6. The election and removal of the Director shall require the consent of at least a two-thirds majority of all members of the Board of Directors.
5.3.7. For legal acts concerning a non-profit organization, the value of which exceeds or equals the amount of EUR 10,000, the director requires the approval of the Board of Directors.
5.4. The Auditor
5.4.1. The auditor is the control body of the non-profit organization, which supervises the activities of the non-profit organization. The term of office of the auditor is 5 years. In the event that the assets of a non-profit organization exceed EUR 165,969, a supervisory board must be established. 5.4.2. The auditor is entitled to inspect all documents and records relating to the activities of the non-profit organization and to check that the accounts are properly kept in accordance with a special regulation and that the non-profit organization carries out its activities in accordance with generally binding legal regulations, the charter, the statute and the Articles of Association.
5.4.3. Auditor in particular:
a) examine the annual accounts and the annual report and submit its observations to the Board of Directors, b) controls the keeping of accounting and other documents, c) draws the attention of the Board of Directors to the identified deficiencies and makes proposals for their elimination.
5.4.4. The auditor is entitled to:
a) to propose the convening of an extraordinary meeting of the Board of Directors if the interest of the non-profit organization so requires, b) submit a proposal to the Board of Directors to dismiss the Director, c) to propose a restriction on the director's right to act on behalf of a non-profit organization, d) to participate in the meetings of the Board of Directors in an advisory capacity, e) notify the Board of Directors of any violation of legal regulations, the Articles of Association or the Constitution 5.4.5. An auditor may only be a natural person who is competent to perform legal acts and is of good repute. The auditor may not be a member of the board of directors or the director. 5.4.6. The auditor is elected and removed by the board of directors. The auditor is entitled to reimbursement of demonstrable expenses incurred in the performance of his / her function in accordance with a special regulation. The auditor function is a voluntary and unpaid function.
5.5. Special responsibilities for the Board of Directors, director and auditor
a) they may not enter into transactions in their own name or on their own account which are related to the activities of a non-profit organization, b) they may not mediate the business of a non-profit organization for other persons.
5.6. Advisory board
5.6.1. The Director may establish a board of director and elect its members. The Board of Director has seven members. The Board of Directors has an advisory role to the Director. The term of office of the members of the Board of Directors shall be linked to the term of office of the Director. A natural person who is of good character may be elected as a member of the Board of Directors. The members of the Board of Directors shall be approved by the Management Board. The members of the Board of Directors may be invited, together with the Director, to attend meetings of the Management Board in an advisory capacity.
ARTICLE VI Retention period of minutes of meetings of non - profit organization bodies
6.1. Minutes of the meetings of the bodies of the non-profit organization are prepared, which the non-profit organization keeps for a period of 6 years. At the beginning of each meeting, a chairman and a recorder shall be elected.
ARTICLE VII Management of a non-profit organization
7.1. The non-profit organization ensures its activities and manages its property and may also use state property or territorial self-government property in accordance with special regulations.
7.2. The property of a non-profit organization consists of:
a) income from own activities b) inheritance
c) donations from individuals and legal entities d) income from business activities after tax
7.3. The non-profit organization can also be provided with subsidies from the state budget, the state fund budget and the municipality budget.
7.4. Donations from the state budget and budgets of state funds may be provided to a non- profit organization for the same services from only one place, usually from the one that is related to the predominant activity of the non-profit organization. Expenditures (costs) for the administration of a non-profit organization cannot be reimbursed from subsidies from the state budget, the state fund budget and the municipal budget. 7.5. The property of a non-profit organization may be used only in accordance with the conditions specified in the charter or in the statute/constitution and to cover the expenses (costs) of the non-profit organization. The amount of expenses (costs) of a non-profit organization shall be determined annually by the Board of Directors in the budget to the extent necessary to ensure the activities of the non-profit organization. 7.6. If a natural or legal person has provided a gift or contribution to a non-profit organization for a specific purpose, the non-profit organization is entitled to use it for another purpose only with the prior consent of the person who provided the gift or contribution.
ARTICLE VIII. Method of property settlement in the event of dissolution of a non-profit organization
8.1. The non-profit is terminated:
a) on the date specified in the decision of the Board of Directors on the dissolution of the non-profit organization, otherwise on the day when this decision was adopted,
b) on a decision of the board of directors on the merger, amalgamation or division of a non-profit organization, c) on the day specified in the court's decision on the dissolution of the non-profit organization, otherwise on the day when this decision entered into force, d) by declaring bankruptcy or rejecting the petition to declare bankruptcy for lack of assets.
8.2. The non-profit organization terminates on the day of deletion from the register. Its termination is preceded by cancellation with or without liquidation.
8.3. Liquidation is not required if the assets of the non-profit organization are transferred to another non-profit organization or foundation after the merger or amalgamation.
8.4. The liquidation balance can only be transferred to another non-profit organization or foundation.
8.5. The remuneration of the liquidator shall be determined by the person who appointed the liquidator.
8.6. Liquidation costs will be paid from the assets of the non-profit organization.
8.7. Appropriate provisions of the Commercial Code on the dissolution and dissolution of companies shall apply to the dissolution of a non-profit organization with or without liquidation and to the dissolution of a non-profit organization, unless otherwise provided by this Act.
ARTICLE IX Providing information
9.1. The non-profit organization shall publish information on the management of assets at the registered office of the organization, or according to requirements.
ARTICLE X Annual report
10.1. The non-profit organization shall prepare an annual report within a period specified by the Board of Directors or the Articles of Association after the end of the calendar year, no later than 30 June.
10.2. The annual report contains:
a) an overview of the activities performed in the calendar year with an indication of the relationship to the purpose of establishing a non-profit organization, b) annual financial statements and evaluation of the basic data contained therein, c) the auditor's opinion on the annual accounts, if audited by the auditor, d) statement of cash receipts and expenditures, e) an overview of the scope of income (revenues) broken down by sources, f) the state and movement of assets and liabilities of the non-profit organization,
g) changes and new composition of the bodies of the non-profit organization that took place during the year, h) other data determined by the Board of Directors.
10.3. The non-profit organization shall submit the annual report to the public part of the register of financial statements by 15 July of the relevant year.
ARTICLE XI Final provisions
11.1. This statute is made in three counterparts, of which two counterparts are attached to the written proposal for entry of the non-profit organization in the register and one counterpart remains with the non-profit organization.
11.2. The person signing this statute declares that:
a) have read the statute properly, b) he fully understands the content, which is sufficiently clear and definite for him, c) the statute expresses its free and serious will free from any error, d) the statute/constitution was not signed in distress, even under noticeably unfavorable conditions, as a sign of which the founder hereby signs this document by hand.
In Bratislava on 15.6. 2021
__________________________________ Prof. MUDr. Ján Slezák, Dr.Sc., FIACS
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