APDH Statutes

The Portuguese Association for Hospital Development, APDH, is a non-profit organization under the Portuguese private law and any activities opposing its statutory objectives are prohibited.

Portuguese Association for the Hospital Development (APDH)


Statutes


Chapter 1

Definition, headquarters and aims

 

Article 1

1 - The Portuguese Association for Hospital Development, hereinafter referred as APDH, is a legal entity under the Portuguese private law, a nonprofit institution and any   activities opposing its  statutory aims are prohibited.

2 - APDH is constituted for an unlimited period and its  head office at Av António Augusto de Aguiar, 32 4th floor, Lisbon, parish of São Sebastião da Pedreira, Lisbon municipality, and is ruled  by these Statutes.

3 – The head office  may be relocated by a resolution of its General Assembly. The new location can be settled within the same municipality or in any other, but in Portuguese territory.

4 - APDH may open offices or delegations.

5 – With  the legal requirements fulfilled, APDH will  attempt to obtain a declaration of public utility.

 

Article 2

1. APDH has the following goals:

a) To  promote the cooperation  amongst Portuguese hospitals and between Portuguese hospitals and their foreign counterparts;

b) to  promote and develop innovation in the area  of hospital management;

c) to  participate in the debate on health policy;

d) to  promote the improvement of hospital care;

e) to  promote the hospital effectiveness, efficiency and humanization;

f) to  promote and develop research projects and studies in hospital management, clinical management and other related subjects;

g) to  disseminate technical and general information of  interest for the Hospitals;

h) to  promote and develop training programs, at national and international levels, participating in exchange programs for health professionals, particularly with the European Federation of Hospitals (HOPE), with the European Health Care Management Association (EHMA) and with the European Association of Hospital Managers (EAHM);

i) to  represent the APDH members, both nationally and internationally, including in the European Federation of Hospitals (HOPE) and the International Federation of Hospitals (FIH);

j)  to promote and participate in the accreditation and quality improvement processes in hospitals;

l) to  promote exchanges with associations of similar nature and objectives;

m) To provide services to APDH members and third parties, whether paid or not.

2 - APDH may participate in the constitution, amendment and dissolution of legal entities of any kind, whencompatible with its goals.

3 - APDH may also sign agreements and establish partnerships with national or foreign entities, as  ruled  by its Board of Directors.

4 - APDH carries out its activities independently from political, commercial, trade union or other interests, when these  are incompatible with its exemption.

 

Chapter 2

Members

 

Article 3

APDH is  composed by  an unlimited number of members, individuals or legal entities, whether public or private, domestic or foreign, with or without a profit purpose, who fully accept and respect these statutes, regulations and General Assembly's decisions, as far as their activities or goals are related to or are included in hospital or healthcare activities, in general.

 

Article 4

1 - APDH has five categories of members:

a) Founders. Regardless of the classification included in the following point, Founders are the grantors of the APDH notary  deed of incorporation;

b) Effective members. All founders and individuals or legal entities who fulfill the conditions to be admitted, in accordance to Article 1;

c) Members of merit. All founders and effective members who are recognized as relevant personalities within the APDH, and who deserve this title granted by the General Assembly;

d) Donors. Members who have contributed with donations of any kind;

e) Members of honor. Non-APDH entities that contribute with relevant services, regardless of their legal status, and have gain APDH General Assembly recognition.

2 - APDH membership is proved by its recording in the  Book of the Associates, which is compulsory kept by the , APDH.

3 – APDH membership is not transmissible, either inter vivos or by inheritance;

4 – APDH members can’t instruct others to exercise their own associational rights;

5 – APDH members which are legal entities must designate an effective delegate and one substitute, to ensure their participation in the APDH bodies and in the  various activities of APDH;

6 - Only APDH effective members are entitled to vote at the General Assembly.

 

Article 5

1 - APDH Board of Directors decides on new members' admission upon the recommendation of an effective member who has to be in full use of his rights.

2 – APDH General Assembly decides on the admission of Members of merit, Donors and Members of honor.

3 – Any refusal to the admission of new members'  may follow and  appeal to the General Assembly.

4- An APDH member loses his membership status when:

a) Communicates his resignation by registered mail , with acknowledgement receipt,  to the APDH President of the Board of Directors;

b) Is excluded by an APDH Board of Directors resolution for not fulfilling the requirements of his member condition, particularly for not payment of the quotas for a period exceeding six months, or for intentional acts that may cause damage to APDH prestige.

5 – Having ceased APDH membership, a member loses all rights to the reimbursement of quotas, and additionally he still retains full responsibility for all acts committed during the time he was an APDH member.

 

Article 6

1 - The rights of APDH effective members are:

a)  To make use of of APDH services according to the approved rules;

b) To  request the convening of the General Assembly, in accordance with these statutes;

c) To  attend the General Assembly' meetings entitled to vote and taking part in its work;

d) To  freely make  suggestions and proposals to the APDH Board of Directors in accordance to  the APDH purposes;

e) To  integrate the APDH statutory bodies when elected;

f) To  audit and assess APDH budget and APDH accounts;

g) To  request to the competent APDH bodies any information deemed useful for their active involvement;

h) To  participate in the elections and be elected to the APDH bodies;

i) To request   for the  resignation.

2 - The exercise of the effective members' rights depends on the regular payment of their quotas.

3- Are not eligible for the APDH management body those members that, by  legal process of investigation or inquiry, have been removed from the APDH management functions, or have been found responsible for irregularities committed during the exercise of those managing functions.

 

Article 7

APDH Members' duties are:

a) Payment of the registration fees.;

b) On time payment of the membership fees (“quotas”);

c) Respect the APDH management bodies and collaborate with them;

d) Attend the meetings that are duly convened;

e) Act in good faith in all APDH related actions;

f) Serve graciously and with care in all the positions for which they  are elected;

g) Communicate in writing, within thirty days, the changes in the management bodies of the legal entity they represent.

 

Chapter 3 

Statutory Bodies 

 

Section 1 

General provisions 

 

Article 8

APDH bodies are:

a) The General Assembly;

b) The Board of Directors;

c) The Supervisory Board.

 

Article 9

1 – The mandate of the members of the aforementioned APDH bodies (Art 8) is three years;

2 – The holders of the APDH Statutory Bodies may not serve more than two successive mandates (six years);

3 – The mandates of the APDH statutory bodies don't lead to any fee without prejudice of the reimbursement of properly justified expenses when approved by the APDH Board of Directors;

4 – The appointment or election of the APDH Statutory Bodies holders is defined by a specific regulation to be adopted at the first General Assembly, under a Founders Council proposal.

 

Section 2 

General Assembly 

 

Article 10

The General Assembly is composed of representatives of all members in full exercise of their rights.

 

Article 11

1 – The General Assembly shall have a Chairperson, a Secretary and a vice chairperson. .

2 – In his absence the Chairman of the General Assembly will be replaced by the Secretary, and consequently, this will be replaced by the Vice chairperson.

 

Article 12

1 – The General Assembly meets twice a year in an ordinary session  for appraisal  and approval, , of the previous year' annual report and the of the action plan and budget for the upcoming year, respectively.

2 – The General Assembly may convene in extraordinary sessions, provided that these are expressly and legally convened by the Board of Directors, the Supervisory Board, or by a representative’s request from at least one third of members, exercising their full rights.

3 – All General Assembly sessions shall be convened by the chairperson, at least fifteen days in advance, by registered mail or by appropriate protocol.

4 – The APDH General Assembly shall meet at the convened time, if attended by a simple majority of its members, or half an hour later, regardless of the number of participants.

5 – Those APDH members unable to attend the General Assembly can be represented by proxy (power of attorney) and   vote by mail if such a possibility has been expressed in the respective call of notice.

6 – The voting power of each member's representative is determined by the type, nature and dimension of each represented member:

a) Hospitals with 500 beds or more - 7 votes

b) Hospitals with more than 200 and less than 500 beds - 5 votes

c) Hospitals with less than 200 beds - 3 votes

d) Non-hospital institutions - 2 votes

e) Individuals - 1 vote

7 – From all the General Assemblies, Minutes shall be drawn and maintained in the Minutes Book. These are considered to be  approved if signed by representatives accounting for the majority required for the decisions.

8 – Minutes may be approved during the General Assembly itself, in a draft form.

 

 

Article 13

The competences of the General Assembly are to:

a) Elect and dismiss members of the APDH Bodies;

b) Assess and approve APDH action plans and budgets;

c) Assess and approve the APDH annual report;

d) Assess the APDH management;

e) Decide by a majority of three quarters of its members any amendment to the statutes;

f) Decide by a majority of three quarters of its members the APDH dissolution;

g) Receive and decide on appeals arising from the refusal of new member’s admission, in accordance with paragraph 3 of Article 5;

h) Comment on any issues, under the regulations;

i) Approve the registration fee  and the membership fee (“quota”) proposed by the Board of Directors.

 

Section 3 

Board of Directors 

Article 14

1 – The Board of Directors is composed by one President and four vice presidents.

2 – The President shall be replaced in his absence or incapacity by a member to be appointed by the President himself. In the absence  of a nomination, the presidency will be assumed by the most ancient  member present.

3 – APDH is bound with the signature of two Directors.

4 – If necessary, the APDH Board of Directors may be represented by   proxy (representatives) in court.

 

Article 15

The competences of the APDH Board of Directors are to:

a) Submit every year, the Action Plan, the Budget and the Annual Report and accounts to the General Assembly;

b) Implement the Action Plan, as approved by the General Assembly;

c) Propose the value  of the registration fee  and the membership fee (“quota”) given the type, nature and dimension of each member;

d) Admit or dismiss members whenever duly justified, with appeals to the APDH General Assembly;

e) Propose changes to the statutes to the APDH General Assembly;

f) Collect income and make expenses, managing all the APDH assets;

g) Decide on all issues outside the competence of the APDH General Assembly.

 

Article 16

1 – The Board of Directors shall meet when needed, and at least once every  month, and its decisions are taken by simple majority;

2 – The operating rules of the Board of Directors are determined during its first meeting;

3 – Meetings of the Board of Directors shall be recorded in minutes. These minutes shall be approved at its next meeting, but also at the meeting itself, as a draft.

4 – The Board of Directors may obtain the assistance of experts (whether or not APDH members) to be  part of working groups or to lead projects or programs foreseen in the action plan.

 

Article 17

Regardless of being convened, the members of the Board of Directors are entitled to attend the General Assemblies, without the right to cast a vote..

 

Section 4 

Supervisory Board 

 

Article 18

The Supervisory Board comprises a Chairman and two members.

 

Article 19

1 – The competences of the Supervisory Board are to:

a) Examine every six months or when deemed appropriate, all financial accounts;

b) Issue an opinion on the Annual Report and accounts;

c) Comment on all matters and facts, by request of the General Assembly or the Board of Directors.

2 – To fully develop its skills, the APDH Supervisory Board shall ordinarily meet at least twice a year, but when necessary, can hold extraordinary meetings

3 – Meetings of the Supervisory Board shall be recorded in Minutes. These Minutes may be approved at its next meeting, although they can also be approved at the meeting itself, as  a draft.

 

Article 20

Even without being convened, the Supervisory Board members are entitled to attend the General Assemblies, but the fact of being members of the Supervisory Board does not give them any special voting rights.

 

Chapter 4 

Accounting 

 

Article 21

1 – APDH revenues come from:

a) Registration fees  and membership fees (“quotas”) from its  members;

b) Revenues from APDH statutory activities;

c) Fund raising;

d) Government subsidies;

e) Assets, reserve funds or interests from bank accounts;

f) Sales of APDH publications and APDH services;

g) Donations, bequests or testamentary cues, provided there is prior acceptance by the APDH General Assembly.

2 – Notwithstanding the preceding paragraph, the members' quotas may be in kind.

3 – The movements of the bank funds  must bear  the signature of the member of the Board of Directors who is responsible for the APDH financial matters and the signature of the financial area responsible.

4 – For the above declared purposes, each of the two persons referred to in the preceding paragraph can be replaced in his absence or disability by any member of the Board of Directors. The  simultaneous replacement of both is not permitted

 

Article 22

Accounting must meet the present needs and allow a permanent budgetary control.

 

Chapter 5 

Transitional and Final Provisions 

 

Article 23

1 – From this date forward, the founding members constitute the Board of Founders.

2 – From its members, the Board of Founders elects five elements responsible for the Installation Committee whose duties comprise the APDH installation. In addition, this commission will prepare the first General Assembly and the regulation under which the nomination or election of the members of the statutory bodies’ members will occur. This regulation will be submitted for the approval of the General Assembly.

3 – The Installation Committee assumes the competences that are incumbent to the Board of Directors and which, due to its nature are not incompatible with the relevant duties.

4 – The Installation Committee  shall elect   from its  members one who will assume  the president’s role, and who will temporarily represent the  APDH..

5 – The Installation Committees’ mandate will have the duration of  three months from the present date and will cease    before the end of this  period the  first General Assembly takes place during that time.

 

Article 24

1 – In case of APDH dissolution by decision of the General Assembly, a Liquidation Committee shall be nominated to ensure the preservation,  liquidation and destination of APDH assets.

2 – The General Assembly shall  decide the allocation of the APDH assets in case of dissolution.