STATUTE of the National Member Society of The International Society for Prosthetics and Orthotics in Poland

CHAPTER I GENERAL PROVISIONS 1. The Association is called: the National Member Society of the International Society for Prosthetics and Orthotics in Poland, hereinafter referred to as the NMSISPO POLAND.

2. The NMS-ISPO POLAND is a voluntary, self-governing and sustainable non-profit association. The seat of the association is in Warsaw. The area of the activities of the NMS-ISPO POLAND is the territory of the Republic of Poland

3. For the implementation of statutory objectives, the NMS-ISPO POLAND may operate in other countries with respect to the local applicable regulations.

4. The NMS-ISPO POLAND is incorporated for an unlimited period of time and has a legal personality. It operates under the Polish Act of 7th April 1989 on Law on Associations as well as under the present Statute.

5. The NMS-ISPO POLAND may belong to other national and international organizations with similar purposes. To joint a national or international organization a resolution of the Executive Board is needed.

6. Statutory action of the NMS-ISPO POLAND is based primarily on the voluntary work of its members. The NMS-ISPO POLAND may hire employees to conduct its operations.

CHAPTER II PURPOSES, OBJECTIVES AND MESURES

7. The purpose and objective of the NMS-ISPO POLAND is to enhance the quality of life for everyone who may benefit from prosthetic, orthotic, mobility and assistive devices, by: Serving as a impartial and non-political coordinating, correlating and advisory body on prosthetics, orthotics, wheelchairs, rehabilitation engineering and other matters related to the neuromuscular and skeletal system in close collaboration with other national and international bodies, offering appropriate guidance and advice to these bodies to avoid unwitting duplication of effort and to encourage maximum use of resources as a National Member Society of The International Society for Prosthetics and Orthotics in the meaning of the chapter 4.6.1 of the International Society for Prosthetics and Orthotics Constitution. Fostering scientific exchange among its members and others by collecting and disseminating information through publications, correspondence, exhibits, regional or international courses, seminars, symposia, conferences, staff efforts or otherwise. Promoting and when required assisting in efforts to co-ordinate or guide research, development, and evaluation activities related to prostheses, orthoses, wheelchairs and rehabilitation engineering throughout the world. Guiding, and supporting the efforts of all those responsible for the education and training of the professions involved and when required, correlating these activities throughout the world. Encouraging, guiding, and supporting the efforts of all those responsible for care of patients involving these important fields and, when required, correlating these activities throughout the world. Undertaking, when required, appropriate projects to encourage and facilitate high-level uniform practice by development of standards for nomenclature, curricula, design of devices, techniques and processes, testing, and by involvement in all appropriate aspects of patient care, research and development, evaluations, and education and training.

conducting research and surveys when appropriate.

CHAPTER III MEMBERS: RIGHTS AND RESPONSIBILITIES

8. Membership is open to all individuals, associations, organizations, and institutions with a bona fide interest in prosthetics, orthotics, wheelchairs, assistive devices, rehabilitation engineering and related subjects which support the Mission and Goals of the NMS-ISPO POLAND.

9. Membership in the NMS-ISPO POLAND requires submission of a written application to the Executive Board. A legal entity may be only a supporting member of the association such as the associate members listed in Article11 item 1,3-4 below .

10. Full Membership confers voting rights and includes the following categories: Member: a person with a bona fide interest in prosthetics, orthotics, wheelchairs, assistive devices, rehabilitation engineering and related subjects who support the Mission and Goals of the NMS-ISPO POLAND. Fellow: an individual Member who has contributed to a high degree to the Mission and Goals of the NMS-ISPO POLAND by personal achievement, integrity, reputation, and activities on behalf of the association. The Fellow is nominated by at least five Members after obtaining an approval of the Executive Board. citation. Retired Fellow or Retired Member: those Fellows or Members of six or more years standing, who have reached the age of 65 or have retired from active practice and who have applied for a such status. The nomination must be supported by an appropriate

11. Associate Membership categories do not provide voting rights and include:

Institutional Member: Colleges, Universities, research centres, clinics, and other appropriate associations or bodies. Student Member: bona fide full-time students, residents, interns or trainees in the pertinent disciplines. Sponsoring Member: individuals and/or organizations actively involved in activities directly related to the objectives of the NMS-ISPO POLAND which render financial support in the amount exceeding regular membership fees.

Affiliate Member: Societies or organizations which interests and activities are consistent with the Mission and Goals of the NMS-ISPO POLAND

Hereinafter the term Member refers to all categories of the membership and all persons/ entities who are in good standing.

12. Entities listed in the Article 8 above become a Member after submission of a written declaration pursuant to the resolution of the Executive Board.

13. Persons mentioned in Article10 in this Statute are entitled to: passively and actively participate in the elections held by the NMS-ISPO POLAND, use the achievements, wealth, and all forms of activities performed by the NMS-ISPO POLAND, participate in meetings, lectures and events organized by

the NMS-ISPO POLAND, submit proposals regarding to the activities of the NMS-ISPO POLAND.

14. Persons mentioned in Article 10 are obliged to : participate in the activities of the NMS-ISPO POLAND and its objectives, comply with the statutes and resolutions of the NMS-ISPO POLAND, pay the contributions regularly.

14 a. Entities mentioned in Article 11 above are obliged to: pay declared contributions, comply with statutes and resolutions of the NMS-ISPO POLAND.

15. Resignation Any NMS-ISPO POLAND Member may resign at any time by written notification of the Executive Board.

16. Discontinuance of Membership and Expulsion Membership of individuals, associations, organizations, and institutions which fails to meet the requirements of the NMS-ISPO POLAND regarding conduct, payment of fees or assessments, or otherwise violates the rules and regulations of the NMS-ISPO POLAND may be discontinued by a majority vote of the Executive Board. One written appeal of Expulsion may be submitted to the General Assembly, which decisions by virtue of the majority vote shall be final.

CHAPTER IV ASSOCIATION AUTHORITIES

17. The governing body of the NMS-ISPO POLAND consists of: The General Assembly, The Executive Board, The Audit Committee.

18. The term of office of the NMS-ISPO POLAND authorities is as follows: The term of office of the NMS-ISPO POLAND authorities shall be three years. The members elected to the authorities of the NMS-ISPO POLAND may perform the same function no longer than for three terms.

19. Election and revocation of the members of the Executive Board and the Audit Committee requires a resolution of the General Assembly adopted in an open vote by an absolute majority, in the presence of at least half the members entitled to vote.

20. Resolutions of the Executive Board and the Audit Committee shall be adopted by a simple majority of votes in the presence of at least half the members entitled to vote, unless provisions of this Statute provides otherwise.

21. Voting on the NMS-ISPO POLAND matters should be conducted to ensure transparency, equal opportunity, and access by all having voting rights.

22. The General Assembly is the supreme authority of the NMS-ISPO POLAND. In the General Assembly shall participate: with a normal voice members listed in Article 10 above, with an advisory capacity - members listed in Article11 above.

23. The General Assembly may be ordinary or extraordinary.

24. The Ordinary General Assembly is assembled every year by the Executive Board. The Executive Board shall inform all members about the date and place of the assembly at least 14 days prior to the meeting.

25. Extraordinary

General

Assembly

may

be

held

at

any

time.

It

is

assembled by the Executive Board on its own initiative, as a result of a request of the Audit Committee or as a result of a written request of at least 1/3 of the total number of members with the authority to vote. The Executive Board shall inform all members about the date and place of the extraordinary assembly at least 7 days prior to the meeting.

26. Resolutions of the General Assembly shall be adopted in an open vote in the presence of at least half the total number of members with the authority to vote, by an absolute majority of votes cast on the assembly, unless the Statute provides other method of adopting resolutions.

27. The powers of the General Assembly include: Identification of the key trends of action and development of the NMSISPO POLAND

adoption of amendments to the Statute appointment and dismission of the members of the Executive Board and the Audit Committee, granting approval to the Executive Board upon the request of the Audit Committee, approval of the reports of the Executive Board adoption of the budget, adoption of the amount of contributions and all other benefits and fees of the NMS-ISPO POLAND, adoption of resolutions on appointment of the Fellow Members processing of applications and proposals submitted by Members of the NMS-ISPO POLAND or its authorities, consideration of appeals against the resolutions of the Executive Board, adoption of a resolution on dissolution of the NMS-ISPO POLAND and on the allocation of its assets adoption of the resolutions on any matter brought for discussion, in all matters not reserved for other governing bodies of the POLAND. NMS-ISPO

28. The Executive Board is appointed to manage all activities of the NMS-ISPO POLAND in accordance with resolutions of the General Assembly and represent the NMS-ISPO POLAND externally.

29. The powers of the Executive Board include: achievement of the objectives of the NMS-ISPO POLAND, implementation of the resolutions of the General Assembly, preparation of work plans and budget management of the assets of the NMS-ISPO POLAND, decisions on buying, selling or burdening the property of the NMS-ISPO POLAND, representation of the NMS-ISPO POLAND, convocation of the General Assembly, acceptance/appointemnt and dismission of the Memers

submission of appropriate applications to the National Court Register, in particular amendments to the Statute, due to the applicable regulations.

decision on jointing an international organization

30. The Executive Board shall meet, either virtually or in person, at the call of the President on at least a quarterly basis.

31. The Executive Board is composed of three persons including the President, Secretary, and Treasurer.

32. The Executive Board may establish and modify By-Laws, as necessary to carry out the proper business of the NMS-ISPO POLAND, by a two third majority of the voting members. Postal, or electronic, and similar voting means may be used to meet this requirement. All By-Laws must comply with the Statute

33. The Executive Board may appoint agents and staff which shall have authority to perform prescribed duties on behalf of the NMS-ISPO POLAND.

34. The President of the NMS-ISPO POLAND shall be the Chairman of both: the General Assembly and the Executive Board.

35. The Secretary shall be responsible for general supervision of keeping records, meetings, activities, membership and any other records required by law. The Executive Board may, when deemed necessary, appoint the Assistant Secretary for a limited period of time to work under the direction of the Secretary and have status of the observer on the Board.

36. The Secretary shall be responsible for arrangements of all Executive Board and General Assembly meetings including preparation of agenda and publication of these to all members of the Board or the General Assembly At least 60 days written notification is required to conduct a voting meeting.

37. The Treasurer shall be responsible for general supervision of the financial matters of the NMS-ISPO POLAND and shall be responsible for keeping accounts thereof and any other record required by law.

38. The Treasurer shall be responsible for funds and financial records of the NMS-ISPO POLAND. The Treasurer shall be responsible for fees, dues, and assessments from the constituent societies and groups and from all categories of members; all disbursements; and all financial reports, subjected to the procedures defined in aforementioned By-laws.

39. The Treasurer shall decide of any needed insurance against obligations, the procurement cost of which shall be borne by the NMS-ISPO POLAND.

40. One or more persons may participate in Executive Board or Audit Committee meeting by electronic and other means, including teleconference and videoconference, permitting two-way communication between all participants.

41. In the event of a vacancy arising in the Executive Board or in the Audit Committee, the Executive Board or the Audit Committee may co-opt from the membership at large to fill that vacancy. A Member or Fellow co-opted in this way enjoys full corresponding voting rights and has the same status as those members of the Executive Board or Audit Committee elected in the normal way.

42. The Executive Board submits annually, no later than on December 31st of each year, a Report on the activities of the Executive Board to the Audit Commission. The Report and the opinion of the Audit Committee shall be then considered at the next ordinary General Assembly. A resolution of the General Assembly, failing the Report shall be equile with a demission of Executive Board members and in such case a conduction of new elections is necessary

43. The Audit Commission shall be an internal control organ of the NMS-ISPO POLAND. It is composed of three members including the Chairman elected by the Commission from its members.

44. Audit Committee meetings shall be convened as required by the Chairman, at least once a year

45. The powers of the Audit Committee include: control the activities of the NMS-ISPO POLAND, including the implementation of the statutory objectives of the NMS-ISPO POLAND, control the activities of the Executive Board especially running of the business the right to request the convocation of the General Assembly and a meeting of the Executive Board, providing opinions on the annual Reports of the Executive Board and submission of the Opinion to the General Assembly monitoring work plans and budget of the NMS-ISPO POLAND.

46. All elected and appointed members of the Executive Board and Audit Committee, all Task Officers, shall disclose any conflict of interest in connection with their NMSISPO POLAND activities and shall by bind by all provisions of the applicable codes of ethics

CHAPTER V Property and funds

47. Assets of the NMS-ISPO POLAND consist of the following: membership fees, gifts, legacies, bequests, grants and public generosity, running a business pursuant to Article 50 below.

48. Any assets in ready capital may be stored only on the NMS-ISPO POLAND bank account.

49. No parts of NMS-ISPO POLAND proceeds or funds shall accrue to the personal benefit of any Officer or Member of the NMS-ISPO POLAND. The NMS-ISPO POLAND may reimburse reasonable expenses incurred on its behalf and make reasonable payment for staff services. The NMS-ISPO POLAND shall not be

organized or operated for profit. The NMS-ISPO POLAND income can be used only for charitable purposes in accordance with the purpose of this organization.

50. The NMS-ISPO POLAND can run a business only for the purpose of the statutory objectives. The Executive Board is responsible for the appropriate running of the business and the Audit Committee supervises those economic activities.

51. The NMS-ISPO POLAND shall manage its finances in accordance with applicable regulations.

52. Decisions on the acquisition, disposal and encumbrance of assets of the NMS-ISPO POLAND shall be adopted by the Executive Board.

53. For entering into agreements, granting power of attorney and submitting of other declarations, especially on financial matters, the signature of the President of the Executive Board acting alone or Secretary and Treasurer

acting jointly, is required.

CHAPTER VI FINAL RESOLUTIONS

54. Resolution on amendment of the Statutes and a resolution on the dissolution of Association shall be adopted by the General Assembly by a qualified majority - (2/3) of votes, in the presence of at least half members entitled to vote.

55. In

the

resolution

on

dissolution

of

the

Association,

General

Assembly

specifies the method of liquidation and the allocation of NMS-ISPO POLAND assets.

56. In case of matters not regulated herein, the provisions of the Act of 7th April 1989 on Law on Associations shall be applicable.