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README.md
articles-of-association.odt

README.md

Preamble

As human beings, our personal health is an invaluable asset which we will use all possible means to protect.

This effort to maintain as well as to regain and foster a state of good health, is a challenging task which, if it is to be effective in the long-term, must take a holistic view of the human being. It requires an approach that is compassionate, understanding, empathetic and motivated by a desire to protect that which is of such vital importance to each and every one of us.

A health care system that is co-determined by the dynamics of profitable markets - including the pursuit of growing shareholder values – can not be expected to satisfactorily achieve that task. Such a system regularly produces conflicts between the opposing interests of patients, doctors and providers of medical products and services. For this reason, we need approaches within the health system that go beyond profit-oriented economies – approaches that are founded on good will and trust.

The increasing popularity of common good economies clearly demonstrates that more and more people are seeing a need for living a life that is less concerned with financial gain and more focused on helping others and the environment.

Medicine, as a scientific discipline for the diagnosis, treatment and prevention of illness, is necessarily based on empirical observation – it requires evidence backed by data. However, we are still short of approaches aiming to create a freely accessible pool of medical data that can be used to derive useful information for both doctors and patients. In addition, the commercial use of medical data hinders cooperation between medical professionals and makes it harder for patients to obtain the information they need. As a result, many opportunities for improving health are missed.

The Open Medicine Initiative aims to activate the potential of community-oriented individuals in order to strengthen the patients as autonomous decision-makers in questions concerning their own health (→ patient empowerment). We are therefore seeking to combine the medical expertise of patients and professionals by using modern data processing techniques such that medical data can be collected, evaluated and published in a freely accessible format. Furthermore, we will work to ensure that the value of medical data is understood as a common good. Through our work, we will help to create more transparency and to support both medical professionals and patients towards a better informed application of medical knowledge.

Table of contents

§ 1 Name headquarters, financial year

  1. The name of the association is Open Medicine Iniative. Following entry into the register of associations, the association will be called “Open Medicine Initiative e.V.”.

  2. The association has its headquarters in Berlin. The financial year corresponds to the calendar year.

§ 2 Objectives

  1. The objectives of the association are as follows:

    1. To advance consumer advice and consumer protection within the meaning of section 52 paragraph 2 sentence 1 no. 16 of the German Fiscal Code, and in particular to provide consumers with health-related information and advice;

    2. To advance adult education within the meaning of section 52 paragraph 2 sentence 1 no. 7 of the German Fiscal Code, and in particular the communal collection, processing and provision of medical data and expertise free-of-charge;

    3. To advance active citizenship within the meaning of section 52 paragraph 2 sentence 1 no. 25 of the German Fiscal Code, and in particular enabling persons with health problems to mutually support each other and to help themselves.

  2. The association’s objectives will be achieved in particular through:

    1. The development and operation of a free, participatory internet platform to:

      1. Provide medical data and statistics to the general public;

      2. Bring patients together in digital self-help groups;

      3. Develop evidence-based medical knowledge on a collaborative basis.

    2. Encouraging dialogue and cooperation between patients, doctors, researchers and others working within healthcare on the collaborative development of freely accessible medical knowledge databases.

    3. Organising talks and carrying out public relations work to promote the idea that medical data, as a valuable asset for improving general health, should be handled in a way that benefits the common good.

§ 3 Not-for-profit status

  1. The association exclusively and directly serves public-benefit purposes within the meaning of the section 51 ff. of the German Fiscal Code (AO) and section 10b of the German Income Tax Act (EstG). The association is non-profit-making and is not primarily concerned with advancing its own economic interests.

  2. The funds belonging to the association may be used solely for the objectives set out in these Articles of Association. No individual is permitted to benefit from expenditures serving purposes unrelated to the objectives of the association or from dispoprtionately high renumeration.

  3. The members of the association do not recieve any payments from the association’s funds. Members are not entitled to receive any share of the association’s assets upon leaving the association or in the event that the association is disbanded.

  4. Expense allowances may be paid in accordance with the relevant legal provisions.

  5. As a general rule, the board members carry out their role on a voluntary basis. However, the meeting of members may resolve an appropriate annual renumeration payment (flat fee) for board members.

§ 4 Membership

(I) General

  1. Members of the association can be natural persons who have attained the age of majority as well as juridical persons.

  2. The association is made up of ordinary members, supporting members and honorary members.

  3. Any natural person who wishes to actively carry out work on behalf of the association or on one of the projects it supports can become an ordinary member.

  4. Any natural or juridical person who does not actively participate in the work of the association but who wishes to support its work financially can become a supporting member.

  5. Natural persons who have made an outstanding contribution to the work of the association can be appointed honorary members. This requires a corresponding resolution to be adopted at the Meeting of Members. Honorary members have all the same rights as ordinary members. They are exempt from membership fees.

(II) Becoming a member

  1. The founders of the association are ordinary members. The board decides on whether to admit additional members based on their applications.

  2. Applications to join the association must be made in writing and addressed to the board. Applications will only be deemed valid if they contain an acceptance of these Articles of Association, including all policies that the association has adopted for itself, as well as the applicant’s address and payment details required for administration purposes. The board is under no obligation to accept membership applications; if the board rejects a membership application, the members of the association must be informed of this immediately, including the reason for the rejection.

(III) Loss of membership

  1. Membership ends upon the member’s resignation, upon their suspension from the association, in the event of their death (for natural persons) or in the event of their dissolution and disbanding (for juridical persons).

  2. Members wishing to resign from the association may do so at the end of a quarter. Members wishing to resign must submit a letter of resignation to a member of the board at least two weeks prior to the end of the quarter. Resignation becomes effective at the end of the quarter in which the letter of resignation is submitted.

  3. A member may be suspended by the board if said member has violated these Articles of Association or the obligations resulting from them, or if they have in any other manner acted against the interests of the association or contrary to any resolutions or regulations adopted by the association’s executive bodies

  4. The meeting of members may appeal against the board’s resolution to suspend a member. The appeal must be submitted in writing to the board within four weeks of said resolution being adopted. The member in question remains suspended until the meeting of members has made a decision. If the meeting of members is not requested to appeal during the four-week period, the membership is deemed to have ended. The meeting of members has the final say on appeals against suspensions.

  5. If a member is in arrears with their membership fee payments, the board may resolve to suspend the member. Further details can be found in the regulations on membership fees.

(IV) Membership fees

  1. Members are required to pay a membership fee. Further details on this can be found in the policy on membership fees.

  2. Following the end of a membership, the policy on membership fees governs the procedure for dealing with any fees that have already been paid.

§ 5 Rights and obligations of members

  1. Members are obliged to support and further the aims of the association as stipulated in these articles of association and to pay the subscription on time in accordance with the policy on membership fees.

  2. Members with voting rights are expected to make an effort to regularly take part in virtual meetings of members.

  3. A copy (digital or paper) of these Articles of Association is to be given to each member at the start of their membership, as well as copies of all policies adopted.

  4. All members have the right to make applications to the meeting of members.

  5. ​A request to convene a meeting must be complied with if it is supported by all members of the board or at least twenty percent of all members. Members signal their support in writing, by email or using an appropriate online procedure.

  6. Requests that are not met with sufficient support within four weeks of being submitted are deemed to have been rejected. Members are personally responsible for soliciting support for their requests.

  7. An extraordinary meeting of members for sufficiently supported motions must be convened within two weeks of determining the voting share.

§ 6 Executive bodies and policies

  1. The executive bodies are the meeting of members and the board.

  2. The association can draw up the following additional policies providing further regulations to supplement these articles of association:

    1. The policy on membership fees which provides details on the obligations of all members with regard to membership fees, and is adopted by the meeting of members.

    2. The general rules of procedure govern the details of the association’s internal processes and documents, and is adopted by the meeting of members.

  3. Each of the association’s executive bodies is entitled to draw up further sets of regulations for itself.

§ 7 Meeting of members

(I) General information and tasks

  1. The association’s most senior executive body is the meeting of members. Meetings may be ordinary or extraordinary. Extraordinary meetings can take the form of either an actual event where members are physically present or an online procedure.

  2. The meeting of members makes decisions on basic questions and matters concerning the association. In particular, the meeting has the following tasks:

  • Voting and subsequent resolution on items of the agenda;

  • Retiring and electing individual board members;

  • Discussing and adopting the annual report issued by the board;

  • Deciding on amendments to the articles of association and on the dissolution of the association;

  • Deciding on amendments to the association’s policies to which the meeting is bound;

  • Deciding on the membership fees;

  • Appointing honorary members.

(II) Convening the meeting of members

  1. The ordinary meeting of members must be convened once a year.

  2. The board may decide to convene an extraordinary meeting if this is required to protect the association’s interests. Extraordinary meetings should also be convened if members have requested this in accordance with § 5 Rights and obligations of members.

  3. The meeting of members is convened by the board with a notice period of four weeks. Members are notified by letter or email of the items to be voted on (agenda), the date of the meeting and details on who will be chairing the meeting and taking the minutes.

  4. Extraordinary meetings generally take place online (Virtual Meeting of Members). An additional application to hold a physical meeting can be submitted, likewise online, up to one week before the scheduled date of the meeting. If this application is supported by a simple majority, a physical meeting must be convened for the item to be voted on. As a result, the meeting date must be rescheduled pursuant to sentence three of this section. An online vote on the item in question is then no longer permissible.

(III) Elections, resolutions and voting rights

  1. Meetings convened in the proper manner are entitled to adopt resolutions provided that the number of participating members entitled to vote is at least twice the number of board members.

  2. Ordinary and honorary members are entitled to one vote each. Juridical persons must appoint one person in writing who will be entitled to vote.

  3. Natural persons are not entitled to appoint proxies.

  4. Provided that no other majorities are specified by law or within these articles of association, a majority of two thirds of the votes cast is sufficient for a resolution to be adopted. Abstentions are regarded as votes not cast.

  5. In order to be legally valid, resolutions regarding amendments to the articles of association or the dissolution of the association require a majority of three quarters of the members present.

  6. Elections must always be conducted by secret ballot. Further details on the election procedure can be specified in the rules of procedure.

  7. Resolutions and election results must be signed by a member of the Board of Management.

(IV) Meeting procedure

  1. Each meeting requires the presence of a chairperson and a minute taker in order to proceed. The persons performing these roles should be named at the time the meeting is convened. For virtual meetings, both roles may be performed by the same person.

  2. The meeting must be documented in a clear and comprehensible manner, particularly with regard to votes and elections. This documentation must be published within four weeks of the meeting taking place.

  3. If the meeting takes place online, the members take part virtually using suitable network-based technology. The online procedure is accessible to all members using their personal credentials to gain access. Only members with voting rights are able to cast votes. The process of adopting resolutions on agenda items may only take place during a limited time period of a maximum of three hours. The members are obligated to keep secret all verification data for the procedure.

§ 8 The board

(I) Appointment and substitution

  1. The board within the meaning of Section 26 of the German Civil Code (BGB) is made up of up to eight members of the association.

  2. The members of the board are appointed for a period of two years by the meeting of members. However, they remain in office until a new board has been appointed. Reelection is admissible. Board members do not have a right to vote on resolutions concerning the election/dismissal of board members or the ratification of board members' actions.

  3. Each member of the board is authorised to represent the company within the meaning of section 26 of the German Commercial Code (BGB) in legal transactions of up to €1500. For legal transactions of more than €1500, the hiring and dismissal of employees, legal representation and juridical announcements or taking out loans, the association must be represented by two board members, provided the board consists of more than one member.

(II) Tasks, powers, adoption of resolutions

  1. The board is in charge of the association’s ongoing operations. It is responsible for managing the association’s assets and for implementing the resolutions adopted by the association. The board adopts its resolutions unanimously.

  2. The board issues an annual report and submits it to the meeting of members for discussion and approval. The board also draws up and publishes financial reports.

  3. The board accepts and processes membership applications.

  4. For certain transactions, particularly those concerning the association's economic, administrative or personnel-related affairs, the board may resolve to appoint special representatives within the meaning of section 30 of the German Civil Code. The areas of business to be assigned to the special representative must be specified in the resolution concerning the representative's appointment. Any new appointment must be reported to all members of the board without delay. Special representatives may be dismissed with immediate effect by resolution of the meeting of members.

  5. Board meetings are convened and chaired by a board member. Board meetings constitute a quorum at all times.

(III) Annual Report

  1. Following completion of the financial year, the board must draw up an annual report. The relevant annual report must be available at the time that the ordinary meeting of members is convened.

  2. The report contains an overview of the association’s activities during the reporting period and of the financial situation at the close of the financial year.

  3. The report must be published in a freely accessible format.

  4. Further provisions can be adopted in the rules of procedure.

§ 9 Association assets

  1. The funds that the association requires to carry out its tasks primarily come from membership fees, donations and other contributions.

  2. Funds made available to the association may not be subject to any conditions which do not derive from the provisions of these Articles of Association. This particularly applies to co-determination rights or requirements regarding the (non-)usage of or preference for particular technologies, products, services and/or manufacturers. Additional reporting requirements are permitted, provided the amount of time and effort involved is commensurate with the value of the funds.

  3. Contributions and fees will be determined by the Meeting of Members in the form of a regulation on contributions.

  4. ​Documentation of financial flows is carried our in accordance with the regulations from § 10 Transparency (I) Documentation.

  5. A financial report is drawn up at the end of each reporting period. The report must present the association’s financial situation clearly and in language that is easy to understand.

§ 10 Transparency

(I) Documentation

  1. It must be ensured that all resolutions adopted by the association and all of its activities are documented in a clear and comprehensible manner.

  2. All important documents that are created as part of the association’s activities must be made available to the public within four weeks of being created, whereby the relevant data protection guidelines must be observed. This includes in particular the annual report, financial reports as well as meeting minutes and results of elections and resolution adoptions.

  3. Requests for information submitted by members or other persons regarding the association’s activities or its financial or personal situation should be granted, provided that data protection guidelines are observed. The time and effort required to obtain this information should be proportionate to the urgency of the request.

  4. The board is obliged to disclose details of its activities if the Meeting of Members adopts a resolution to this effect.

(II) Conflicts of interest

  1. For the purposes of assessing and avoiding any potential conflicts of interest, all persons who hold office as part of their activities with the association, including temporarily, are obliged to disclose their relationships with other economic entities in accordance with the provisions of the rules of procedure.

  2. The persons affected by these provisions are governed by the rules of procedure, which also govern the way in which any conflicts of interest should be dealt with.

§ 11 Dissolution

  1. Where the association is dissolved or liquidated or where its former purpose ceases to apply, the assets of the association will be assigned to a legal person under public law or to another tax-privileged corporation to be used for the advancement of consumer advise and consumer protection within the meaning of Section 52 subsection 2 sentence 1 no 16 of the German Fiscal Code. The meeting of members will decide on the recipient of the assets at the time of resolving the dissolution of the association.

  2. The members of the board authorized to represent the association will act as liquidators, provided the meeting of members does not make any resolution to the contrary.