The Czech Sleep Research and Sleep Medicine Society
Name and Registered Office
- The Czech Sleep Research and Sleep Medicine Society (hereinafter referred to as the Society) is a voluntary, independent and non-political professional scientific association which brings together mainly doctors, psychologists, biologists, bioengineers, mid-level medical staff, students, teachers and researchers in the field of sleep medicine who are involved in the prevention, diagnosis, treatment, and research of sleep-wake disorders.
- The registered office of the Society is in Prague, at Kateřinská 30, postal code 120 00.
- The Society is a legal entity established pursuant to Act No. 89/2012 Coll., the Civil Code.
- The Society operates in the Czech Republic and in international organizations of which it is a member. The Society may be a collective member of other legal entities with a similar focus.
- To fulfil its goals, the Society is entitled to establish a foundation and develop foundation activities.
Society Mission, Activities and Goals
- The Society strives to support and coordinate the development of all forms of care for patients with sleep-wake disorders and promotes the improvement of health care for such patients.
- The Society defends the interests of sleep workers professionally, legally, and economically.
- The Society supports scientific activities and research into sleep and wakefulness, their disorders and the treatment of these disorders, and advocates the development of their optimal treatment.
- The Society performs research and scientific activities.
- The Society performs expert activities.
- The Society represents the interests of its members against state administration bodies at all levels.
- The Society secures and carries out economic activities.
- To achieve its goals, the Society cooperates with humanitarian organizations, with partner organizations and institutions focusing on sleep disorders and the physiology of sleep and wakefulness.
- In cooperation with professional institutions, the Society participates in education and expert activities in the field of sleep medicine.
Principles of Membership
- A Society member may be any doctor, biologist, bioengineer, psychologist, student, teacher, researcher or mid-level medical staff dealing with sleep-wake disorders who wishes to participate in the activities of the Society in accordance with its mission and focus and who agrees with its statutes.
- Membership of the Society is regular, affiliated and honorary:
- a regular member may be a natural person over 18 years of age with a permanent or temporary residence in the Czech Republic who meets the conditions of point a., who is not at the same time:
- the owner or co-owner of any company engaged in the manufacture and / or sale or distribution of medical equipment and pharmaceutical products,
- an employee who, in an employment contract has mentioned as a type of work any activity consisting of the manufacture and / or sale or distribution of medical equipment and pharmaceutical products, and
- a person interested in the manufacture and / or sale or distribution of medical equipment and pharmaceutical products.
- an associate member may be a natural person who does not have a permanent residence in the Czech Republic and who meets the conditions of point a., or any natural person over the age of 18 who wants to support the activities of the Society in any way. Associate membership begins and ends under the same conditions as regular membership. An associate member has the rights and obligations of a full member, with the exception of the right to vote and to be elected to the bodies of the Society.
- a natural person who has exceptional merits in the treatment or research of sleep disorders may be elected an honorary member
- Ordinary and associate membership are established on the basis of an application. The Society Committee (hereinafter referred to as the Committee) decides on the admission of a member.
- Honorary membership is granted by the Committee on the basis of a proposal by a member of the Society.
- A condition for regular and associate membership is the regular payment of membership fees. Membership of the Society entitles preferential access to Society events.
- Should a member lose membership due to non-payment of membership fees, they may be re-admitted as a member of the Society only after all financial obligations for which membership was revoked have been settled.
Rights and Obligations of Society Members
Society members have the right to:
- participate in the activities of the Society within their own capabilities, needs and interests; to use all the services of the Society and participate in events organized by the Society
- be informed about the activities of the Society, about the management and use of all obtained funds
- submit proposals and suggestions for the activities of the Society and its individual bodies
- vote and be elected to the bodies of the Society and to submit proposals for the election of other members to the bodies of the Society; however, this right does not extend to associated members of the Society
- voluntary contributions and donations, or to otherwise contribute to the development and security of the Society's activities
Society members are obliged to:
- observe these Statutes and act in accordance with the focus and mission of the Society and, to the best of their ability, actively participate in its activities and contribute to its development and promotion
- perform their assigned functions properly and responsibly
- pay their membership fees; honorary members of the Society do not have this obligation.
Termination of Membership
Society membership is terminated:
- by written notice of termination of membership.
- on the death of a member.
- by expulsion. The expulsion of a member is decided by the Committee on the basis of a written proposal of any member of the Society. The proposal must state the circumstances justifying the expulsion. The member against whom the proposal is addressed must have the opportunity to acquaint themselves with the proposal and comment on it. By a decision of the Committee, a member may be expelled from the Society who has grossly violated the Statutes of the Society or, despite a written request from the Committee, has not paid membership fees for more than two years. The expulsion decision shall be delivered by the Committee to the expelled person, who may, within fifteen days of receiving the expulsion decision, request that it be reviewed by the Committee.
- on the dissolution of the Society.
The Society bodies comprise the Members Meeting, The Committee, and the Audit Commission.
The Members Meeting
- The Members Meeting is the highest body in the Society.
- A Members Meeting shall be convened by the Chairperson of the Committee in accordance with the approved timetable, but at least once a year. The Chairperson of the Committee must convene the Members Meeting at the request of the Committee, or the Scientific Secretary, or on the initiative of at least 1/3 of the full members, within thirty days of receipt of the request
- Every member of the Society must be informed of the sitting of the Members Meeting at least 2 weeks beforehand.
- A Members Meeting is quorate; a majority of all the full members of the Society must be present. This condition is met if a member arrives no later than half an hour after the scheduled start of the Members Meeting.
- The resolution of a Members Meeting is valid with the approval of an absolute majority of the members present.
- Per rollam voting is also expressly permitted within the entire scope of the Members Meeting. In the case of per rollam voting, the Chairperson of the Committee shall determine the manner in which the vote is to be taken, either in paper or electronic form. In the case of paper voting, the time limit for receiving votes may not be less than 14 days from the sending of the call for votes; in the case of electronic voting, the time limit for receiving votes may not be less than 7 days from the sending of the call for votes. Only votes cast by the deadline set by the Chairperson of the Committee for the purpose of voting shall be valid. In the case of electronic voting, only votes cast from the address reported by the member to the Chairperson of the Committee shall be valid.
Authority of the Members Meeting
The Members Meeting has the authority to:
- approve, amend, and supplement the articles of association and, if necessary, other internal regulations
- approve the amount of membership fees
- set out the main principles of the Society's activities
- approve the Society's activity plan
- discuss and approve the budget, economic result
- discuss and approve the Society's activity report
- discuss and approve the Audit Committee report
- establish foundations
- decide on the dissolution of the Society, appoint liquidators, decide on property settlement
- elect and remove members of the Committee and members of the Audit Commission
- The Committee is the statutory body of the Society, managing its activities and acting on its behalf. It has seven members.
- The election of the members of the Committee and the Audit Commission shall be two-rounds, secret, and direct. They may be in the form of correspondence, electronic (via a secure web interface) or may be part of a Members Meeting. The method of election is approved by Members Meeting one year before the scheduled election date. The elections are chaired by a three-member Electoral Commission, which is set up by the Committee of members of the Society before the elections are called. In the first round of elections, each member of the Society may nominate 10 candidates for membership of the Committee. Their consent is not necessary. The 14 candidates with the highest number of votes in the first round will advance to the second round. If less than 14 candidates are nominated in the first round, all nominated candidates will advance to the second round. The Electoral Commission shall ensure that all candidates advancing to the second round have a solemn declaration that they meet the conditions for full membership specified in Article III (b) of these Statutes. Members of the Society who do not meet the conditions stated in the solemn declaration may not run in the second round due to a possible conflict of interests. Before the second round of elections, the Electoral Commission is obliged to verify the consent of all candidates for possible membership in the Committee and the Audit Commission. The 7 candidates with the highest number of votes in the second round will become the members of the Committee, regardless of the number of votes cast. The next three candidates (i.e. placed 8th-10th in the second round of elections) shall become members of the Audit Commission. In the event of a tie for last place for election to the Committee and the election of the Audit Commission, a draw of lots will always decide between the candidates. Candidates who fail in the draw shall become stand-ins for the Committee and the Audit Commission. The dates for elections are determined by the Society Committee.
- The Committee shall elect a Chairperson, a Vice-Chairperson and a scientific secretary from among its members.
- The Committee answers for its activities to the Members Meeting.
- The term of office for the members of the Committee shall be four years. Elections take place in the last quarter of the calendar year in which the current Committee's term of office ends. If, during a term of office, a seat on the Society Committee or a member of the Society Audit Committee becomes vacant for more than one year, the place goes to the candidate who received the highest number of votes in the second-round elections and is not a member of the Audit Commission.
- Committee meetings shall be convened as necessary, but at least three times a year.
- The Committee is quorate; more than half of its members must be present.
- The committee shall make its decisions by means of a vote; the approval of an absolute majority of the members present is required for the adoption of a decision unless these statutes provide otherwise. In the event of a tie, the Chairperson's vote shall have the decisive weight. Per rollam voting is also expressly permitted throughout the Committee's remit. In the case of per rollam voting, the Chairperson of the Committee shall determine the manner in which the vote is to be taken, either in paper or electronic form. In the case of paper voting, the time limit for receiving the vote may not be less than 14 days from the sending of the call for votes; in the case of electronic voting, the time limit for receiving the vote may not be less than 7 days from the sending of the call for votes. Only votes cast by the deadline set by the Chairperson of the Committee for the purpose of voting shall be valid. In the case of electronic voting, only votes cast from the address of the Committee member reported to the Chairperson of the Committee shall be valid.
- The term of office of an elected member of the Committee shall be terminated for the following reasons:
- expiry of the term of office
- the death of a Committee member
- removal of a member of the Committee by the Members Meeting
- resignation as a member of the Committee.
Authority of the Committee
The Committee has the authority to:
- decide on the basic issues of the Society's activities
- discuss methods of financial management
- approve and change Society projects
- remove the Chairperson, Vice-Chairperson and Scientific Secretary of the Society, audit and manage their activities
- decide on the admission of new members to the Society and grant honorary membership of the Society
- organize and provide training and workplace accreditation.
- Together with the Society Committee, a three-member Audit Commission shall be elected within the same term and in the same manner.
- The Commission shall elect a Chairperson from among its members.
- The members of the Audit Commission are entitled to participate in Committee meetings with advisory votes.
- The main duty of the Audit Commission is to supervise the proper management of the Society and the formal legal aspects of its activities (administration of minutes and attendance lists from the Members Meeting, minutes from Committee meetings, etc.).
- The Audit Commission meets at least once a year.
- Membership of the Audit Commission is incompatible with membership in the Society Committee.
- The Audit Commission submits reports on its activities and audits to the Members Meeting once a year.
Committee Chairperson and Vice-Chairperson
- The Committee shall elect a Chairperson and a Vice-Chairperson from among its members.
- The Chairperson shall be responsible for:
- acting and signing on behalf of the Society in all matters
- convening the Members' Meeting and the Committee and directing their proceedings
- performing other tasks within the scope of the authority of the Committee
- in urgent situations, acting on behalf of the Committee and submitting their decisions to the Committee for additional approval as soon as possible
- In the absence of the Chairperson, the Vice-Chairperson shall act.
- In exceptional situations where the incumbent Chairperson or Vice-Chairperson is, for serious reasons, unable to hold office for a period of more than one month, the Committee may entrust the Society leadership or deputy leadership to any member of the Committee.
- The Scientific Secretary shall be elected by the Committee from among its members.
- The Scientific Secretary prepares the Society's professional and scientific events.
- The Scientific Secretary is in charge of the list of members of the Society and manages the agenda with new members of the Society.
- Working groups operate within the Society that deal with constituent sections of sleep medicine. Working groups (WG) are established on the initiative of members of the Society who submit a WG program to the Society Committee. They approve their provisions and determine the method of mutual communication. The merging of individual WGs or their division is possible only with the consent of the Society Committee and an absolute majority of all committee members of the relevant WGs. Individual WGs organize symposia and other working meetings and present the results of their activities at professional Society events.
- Only a member of the Society may become a member of a working group.
- Each WG is headed by a three- to five-member WG committee headed by the WG Chairperson, elected by the WG members according to the same principles as the Society Committee. Elections and the length of term of office are governed by the Society's election rules. Each member of the Society may be re-elected to a WG Committee repeatedly with no limit on the number of terms of office.
- The Acting Chairperson of each WG has the right to attend Society Committee meetings without the right to vote. The Chairperson of a WG is not entitled to bind the Society in any way. In professional matters, they may not act on behalf of the Society, but exclusively on behalf of the working group of which they chair.
- All financial management of a working groups is carried out through the Society's accounting route and must be approved in advance by the Committee.
- Working groups are obliged to organize their events in one of three ways: under the heading of a Society WG (completely through the Society's accounting); under the heading of a Society WG represented by a congress agency under a mandate agreement; or under a congress agency under the auspices of a Society WG. In the case of a mandate agreement, it must be signed by the statutory representative of the Society.
- The Society or its working groups may provide "expertise" for sleep medicine events. Professional auspices are approved by the Society Committee or the committee of the relevant WG. In the case of professional patronage, the organizer, never the Society, is entirely responsible for the financial and legal aspects of the event.
Society Asset Management
- The Society manages and uses the following assets in order to meet its objectives:
- income from membership fees
- income from its own activities, donations, subsidies
- income from foundations and other revenue
- Society funds are deposited in a separate account with a financial institution.
- The Chairperson of the Committee and the Scientific Secretary, or other authorized members of the Committee, shall have the right to sign payment and withdrawal orders.
- Expenditure of funds up to the amount of CZK 5,000 is decided by the Chairperson of the Committee, otherwise the Committee decides.
- Funds are spent on the operation of the Society, on the support of the Society's professional activities, on the support of research in the field of sleep and wakefulness, and on other support for the achievement of the Society's goals.
- The Committee shall submit an annual report to the Audit Commission and the Members Meeting.
Society administration is managed by the secretariat, paid for from Society funds. Its composition and activities are determined by the Committee. The secretariat can also be used by individual working groups for administrative assistance.
Disputes arising from Society membership or activities are resolved by the Committee. In the event that no agreement is reached after discussion in the Committee, the Members Meeting decides
Dissolution of the Society
The Society shall be dissolved in the manner specified by law or on the decision of the Members Meeting on dissolution or merger with another association. Such a decision must be taken by at least a 3/5 majority of all full members.
These Statutes have been approved by the participants constituting the Society Members Meeting and entered into force on the date of registration of the Society.
Amendments are made exclusively by the Members Meeting. Amendments to the Statutes shall enter into force and effect upon their adoption by the Members Meeting.
Adopted by the Member Meeting on 7 November 2014 in Prague