Statute of the Union

Statute of the Employers' Union "Union of Innovative Medical Biotechnology Companies"

§1
GENERAL PROVISIONS

  1. Hereby is established an employers' association under the name "Polish Union of Innovative Medical Biotechnology Companies BioInMed," hereinafter referred to as "the Union" or "BioInMed," which is an association of employers of innovative biotechnology companies operating in the field of medicine, life sciences, or health protection, in particular through conducting research and development in the field of discovering and developing new drugs or diagnostics, conducting business activities on the territory of the Republic of Poland. The Union is a voluntary, independent, and self-governing organization, operating on the basis of the Act of May 23, 1991, on Employers' Organizations (Journal of Laws of 1991, No. 55, item 235, as amended) and the provisions of this Statute.

  2. The Union is established for an indefinite period.

  3. The Union has legal personality. The statutory and economic activities of the Union can be carried out by the voluntary work of its members as well as by employed staff.

  4. The seat of the Union is the capital city of Warsaw.

  5. The Union operates within the territory of the Republic of Poland and beyond its borders.

  6. The Union may use a graphic symbol and abbreviated names: "Union of Innovative Medical Biotechnology Companies".

  7. The Union may be a member of federations, confederations, and other international and national employers' organizations whose purpose is to serve the statutory tasks of the Union.

§2
OBJECTIVES AND TASKS OF THE UNION

  1. The main goals and tasks that the Union aims to achieve are:
    • protection of rights and representation of the interests of the Union members towards the authorities, public administration, local government, as well as other bodies, institutions and entities of the Republic of Poland, the European Union, and other global organizations and companies operating in the field of new drugs;
    • ensuring the best conditions for the members of the Union to conduct their business and develop it;
    • promotion of the Polish biotechnology industry and sector in the country and abroad;
    • educational and awareness-raising activities for various stakeholder groups, including private and institutional investors, research funding entities (in particular the National Centre for Research and Development, the Agency for Medical Research, the National Science Centre, the Foundation for Polish Science, European and international associations, the Innovative Medicines Initiative [IMI]), the European Commission, and others;
    • taking action to improve cooperation between Polish and foreign scientific institutions and economic entities, including cooperation with universities that educate students in medical, biological, and chemical fields;
    • taking action to increase the availability of financial resources for conducting research and development in the biotechnology sector;
    • increasing the competitiveness of the Polish biotechnology sector by building a friendly legal and organizational environment. 
  2. The Union achieves its goals in the manner and form indicated below, namely by:
    • participating in a dialogue regarding the shaping of legal regulations and state policies concerning the areas of activity of the Union members through presenting positions, opinions, and proposals, as well as participating in social consultations and legislative work;
    • building relationships and mechanisms for the exchange of knowledge and experience between scientific institutions and units and Union members;
    • promoting knowledge and shaping opinions on issues specific to the biotechnology industry, including conducting educational, scientific, expert, publishing, and information activities, in particular by developing analyses and reports and organizing conferences, congresses, workshops, and training sessions;
    • taking action to shape favorable conditions for conducting activities and developing the biotechnology industry;
    • developing cooperation and exchanging information between the Union members;
    • cooperating with national and international organizations relevant to the profile of activities carried out by the Union members;
    • promoting and educating investors in presenting the business model and valuation of biotechnology companies

§ 3
MEMBERS OF THE UNION

  1. Members of the Union may, upon fulfilling the conditions set out in this Statute, include legal entities, including those operating within international corporate structures, natural persons conducting business activities, employers within the meaning of the Act of 23 May 1991 on Employers' Organizations, conducting analytical, research and development or research or scientific activities on commission (so-called CRO - contract/clinical research organizations) in the field of biotechnology in the field of medicine, life sciences or health protection.
  2.  Membership in the Union is voluntary.
  3. Members of the Union are divided into Regular Members (i.e. members with voting rights) and Observer Members (i.e. members without voting rights).
  4. The application for admission to the Union shall be submitted to the Board in the form of a written declaration. The application contains information whether it is for obtaining the status of Regular Member or Observer Member.
  5. A member of the Union shall be represented by an authorized body to make declarations of will on its behalf.
  6. A member of the Union may be represented by an attorney appointed by the body authorized to make declarations of will on its behalf, with a written power of attorney.
  7. The granting of Regular Member status (membership in the Union) in the Union takes the form of a resolution of the Union's Board of Directors after the acceptance procedure has been approved by the General Assembly. In the event of lack of unanimous acceptance during the admission procedure of a new Regulated Member, the Board will submit the candidacy of the potential Regular Member along with its recommendation for adoption of a resolution by the General Meeting in accordance with the general procedure for adoption of resolutions by the General Meeting. The granting of Observer Member status (membership in the Union) takes the form of a resolution of the Union's Board of Directors without the need to carry out the procedure referred to above.
  8. Loss of membership, both for Regular and Observer Members, occurs automatically due to:
    • member's resignation from the Union based on a written statement, with a 3-month notice period;
    • liquidation of a legal entity that is a member of the Union; 
    • death of a natural person who is a member of the Union;
    • loss of employer status by a member of the Union;
    • adoption by the General Assembly of a resolution to deprive membership in the Union (in relation to Regular Members).
    • adoption by the Union Board of a resolution to deprive membership in the Union (in relation to Observer Members).
  9. A resolution to deprive membership in the Union may be adopted in the following cases:
    • non-payment of the membership fee or its part for a period of three months from the date of expiry of the deadline for payment of the fee;
    • gross violation of statutory principles, failure to comply with the provisions and resolutions of the Union authorities;
    • lack of active involvement in activities on behalf of the Union.
  10. From the resolution of the Board of Directors or General Meeting regarding the deprivation of membership in the Union, an application for reconsideration shall be submitted in any case to the General Meeting through the Board of the Union within 14 days from the date of delivery of the relevant resolution. The application for reconsideration shall be considered at the next General Meeting.
  11. Members of the Union (both Regular Members and Observer Members) have the right to:
    • participate in the work of the Union and its bodies, as well as in all initiatives organized by the Union;
    • use all information of the Union as well as the Union's assets purchased for joint use by members;
    • use the assistance and services of the Union, with the possibility of determining the remuneration for certain orders by the Union Board;
    • submit proposals concerning the activities of the Union;
    • appeal to the General Assembly against decisions of the Board.
  12. Additionally, Regular Members have the right to both active and passive voting rights in the Union's organs.
  13. The obligations of the Union members include:
    • compliance with the provisions of the Statute and resolutions of the Union bodies;
    • refraining from taking actions contrary to the objectives of the Union;
    • maintaining confidentiality of information obtained as a result of membership in the Union;
    • supporting the objectives and initiatives of the Union, including providing information necessary for the realization of the Union's tasks upon request of the Union Board;
    • regular payment of membership fees.
  14. The amount of the membership fees is determined by the General Assembly. The General Meeting may decide to exempt a member from the obligation to pay the fee for a given period.
  15. Regular Member contributions are paid annually, no later than on the last working day of January of each calendar year. In case of membership acquisition during the course of the month, fees are paid proportionally to the period of membership in the given year.
  16. Observer Members' fees are paid annually, no later than on the last day of the first month of membership in the Union.
  17. The Board has the authority to grant external entities the status of Supporting Member. A Supporting Member is not a biotechnology company but an entity providing services to the industry, such as a law firm, consulting firm, a firm supporting in obtaining grants or otherwise supporting the medical biotechnology sector in Poland through its activities. A Supporting Member is not a formal member of the Union, does not pay any fees, has no right to vote, or right to participate in General Assemblies. The Board decides on the admission of a Supporting Member using the procedure adopted for the admission of Regular Members. The Board is entitled to unilaterally deprive a Supporting Member of their status.

§ 4
BODIES OF THE UNION

  1. The bodies of the Union are:
    • General Assembly;
    • Board.
  2. Voting on personnel matters is conducted in secret.\
  3. The bodies of the Union may convene, vote and make decisions using remote communication means. The mode of conducting the General Meeting, including the use of electronic means of communication or direct remote communication, shall be determined by the Board of the Union in the notice of the General Meeting. Resolutions can be adopted by the General Meeting without conducting proceedings or convening a meeting.
  4. The Board consists of 1 (one) to 3 (three) people. 
  5. Candidates for the Board of Directors can be proposed by any Regular Member of the Union participating in the General Assembly. The members of the Board for a 3-year term are the persons with the highest number of votes. The person who received the highest number of votes becomes the President of the Union.
  6. The Board's competences include the management of the Union's current organizational and financial matters, the adoption of resolutions concerning the admission of Member Observers and other resolutions in all matters in accordance with the resolutions of the General Meeting. 
  7. Resolutions of the Board are adopted by a simple majority with the presence of at least half of the statutory number of members. In the absence of a decisive majority, the President's vote decides.
  8. The President of the Board is authorized to make unilateral declarations of will on behalf of the Union and to incur financial obligations. In the case of a multi-member Management Board, two members of the Management Board are authorized to make declarations of will on behalf of the Union and to incur financial obligations.
  9. In case of the resignation of the President during the term of office, his function is taken over by the next member of the Union Board, for whom the largest number of votes was cast. 
  10. The General Assembly is the highest authority of the Union, it can make decisions in all matters concerning the Union, including changes to the Statute.
  11. The Annual General Meeting takes place in the first quarter of each year, on a date set by the Board. Notice of the first meeting of the General Assembly for the year, along with the agenda, will be sent to the members of the Union via email two weeks prior to the Assembly. 
  12. In case of non-participation of at least half of the Regular Members in the General Meeting appointed in the first term, the Board shall appoint a second term of the General Meeting in accordance with the rules indicated in Article 11 above. The second date of the General Assembly cannot be set earlier than two weeks after the first date.
  13. Every Regular Member of the Union participating in the General Meeting shall have one vote, Observer Members shall not have the right to vote at the General Meeting.
  14. Resolutions of the General Meeting are adopted by a simple majority of votes. In the absence of a decisive majority, the vote of the Chairman of the General Meeting shall prevail.  In the case of resolutions passed by the General Meeting without convening a meeting, using remote communication means, the resolution is valid provided that its draft is transmitted to all Regular Members at the moment when the majority of Regular Members vote "for", unless the Statute provides for a qualified majority in the matter.
  15. In the first term of the General Assembly, the presence of at least half of the Regular Members is required to pass resolutions.
  16. The Regular Member elected by the General Assembly shall preside over the General Assembly.
  17. The General Meeting can only pass resolutions on matters covered by the agenda indicated in the notice of the meeting.
  18. In special cases, either on its own initiative or at the request of at least 10% of Regular Members, the Board shall convene an Extraordinary General Meeting within 30 days of the date of receipt of the application. The notice of the Extraordinary General Meeting shall be sent to members in accordance with the procedure indicated in point 11 above.
  19. Extraordinary General Meeting resolutions are adopted in accordance with point 14 above.
  20. The General Assembly may create advisory boards of the Union and appoint their members.

§5
PROPERTY OF THE UNION

  1. The assets of the Union come from:
    • membership fees,
    • donations, inheritances, and bequests,
    • income from its own economic activity,
    • income from the assets of the Union.
  2. In order to achieve the statutory objectives, based on a resolution of the Board, the Union may conduct economic activity.
  3. Revenues obtained from business activities may only be used for the implementation of statutory tasks and may not be allocated among the members of the Union.
  4. The Union is liable only with its own assets. In no case do members of the Union bear responsibility for the Union's obligations with their own assets.

§6
RULES FOR ORGANIZATION AND PARTICIPATION IN MEETINGS

  1. At meetings organized by the Union as well as those attended by members of the Union and members of the Union's bodies, one should avoid taking actions or making decisions that may lead to a breach of the regulations on combating unfair competition or protecting competition and consumers. 
  2. To ensure compliance with competition law, an appropriate compliance policy will be adopted by the Union. The President of the Board of the Union is obliged to initiate work to develop and adopt, and then apply a compliance policy in the Union. 

§ 7
FINAL PROVISIONS

  1. The Statute shall come into force on the day of registration of the Union.
  2. The resolution on the amendment of the Statute of the Union is adopted by the General Assembly by a simple majority of votes in the presence of at least half of the members entitled to vote (Regular Members).
  3. The resolution to dissolve the Union is adopted by the General Assembly by a simple majority of votes with the presence of at least half of the members entitled to vote (Regular Members).
  4. By passing a resolution to dissolve the Union, the General Meeting determines the manner of its liquidation and the disposition of the Union's assets.
  5. In matters not regulated by this Statute, the provisions of the Act of 23 May 1991 on Employers' Organizations shall apply.

The Statute was adopted by a resolution on March 30, 2021, and amended by:

  • resolution no. 3 of October 20, 2021
  • resolutions no. 1, 2, 3 of February 23, 2022