Name and location

Article 1

The nongovernmental organisation Health Innovation in Practice/ Health Innovation Pathways / Health Innovation for People (subsequently called HIP) is a not for profit association dedicated to the promotion and good utilisation of innovation in public health .

HIP is regulated by the present statutes and subsidiarily by articles 60 and subsequent of the Code civil Suisse. It has no political or religious affiliation

Article 2

HIP is located in Canton de Genève. Its duration is undetermined.

Objectives

Article 3

HIP pursues the following objectives:

• Facilitating and promoting the emergence of new processes and tools at country level for needs-driven health innovation;

• Providing conceptual and operational support for the translation and implementation at country level of relevant global public health strategies, focusing on specific local needs and visions;

• Promoting and enhancing the role and contributions of civil society in strengthening needs-driven innovation for health;

• Facilitating the development of knowledge-sharing tools for health innovation, aimed at promoting the emergence of experiences and competences from countries

Resources

Article 4

HIP resources shall derive, as needed, from:

• Public and private contributions or grants

• Donations and legacies

• Any other legal source of funding.

Funds shall be utilised in accordance with the mission of the organisation.

Members

Article 5

The criteria for identifying and selecting persons who may qualify as members of the association are the following:

• Diversity of professional backgrounds, relevant for HIP activities

• Recognised competence and experience in their respective areas of work

• Proven engagement to the cause of needs-driven innovation for health at country level

• Willingness to actively support and promote HIP, its objectives and activities

• Geographic representation

• Gender balance

Any person (i) having proven his/her attachment to the objectives of HIP through his/her activities and engagement and (ii) not employed by the association may request to become a member.

The association is composed of:

• Founding members

• Active members

• Honorary members

Applications for membership are proposed to the Board by at least two members of the association. The sponsors shall present and discuss the applications with the Board. The Board shall decide on the admission of new members. The General Assembly shall have to ratify the Board’s decision on new members.

The status of member will cease:

• by written resignation sent to the Board at least 6 months before the end of the mandate

• by exclusion decreed by the Board for “ good reasons” , with a right of appeal to the General Assembly. The term for the appeal is within thirty days from the notification of the Board’s decision.

• by death

The patrimonial asset of the association is accountable only with regard to contractual engagements made in its name. Personal liability of members is excluded.

Organs

Article 6

HIP organs are:

• The General Assembly

• The Board

• The controller of accounts

Article 7

The General Assembly shall meet once a year in ordinary session. In addition, an extraordinary session may be called as needed, upon request by the Board or 1/5 of its members.

The General Assembly is legally constituted when at least 50% of the members are present. In order to facilitate the highest possible level of participation, members of the General Assembly are allowed to take part in the discussions and to vote via the appropriate virtual means.

The Board communicates the date of the General Assembly in writing to members at least 6 weeks in advance. The Board shall send the convocation, including the agenda, to each member at least 10 days in advance.

Article 8

The General Assembly shall:

• Decide on admission and exclusion of members

• Elect the members of the Board

• Examine annual reports and accounting and vote their approval

• Approve the annual budget

• Control the activity of the other organs that can be revoked for good reasons.

• Nominate the controller (s) of accounts

• Decide on any modification of the statutes

• Decide on the dissolution of the association

Article 9

The General Assembly is chaired by the Chair of the Board.

Article 10

Decisions of the General Assembly are taken by a simple majority vote of the members present. In the case of an equality of votes, the president’s vote shall count double.

Decisions regarding the modification of the statutes and the dissolution of the association can be taken only by a 2/3 majority of the members of the association.

Article 11

Votes are expressed by raising hands, or, at the request of at least 5 members, may be cast by secret ballot.

Article 12

The agenda of the annual ordinary General Assembly shall include:

• the approval of the minutes of the last General Assembly

• the Board’s annual report on the activities of the association

• reports of the treasurer and of the controller of accounts

• the adoption of the budget

• the approval of reports and accounts

• the election of members of the Board and of the controller of accounts

• individual proposals.

Article 13

The Board is entitled to perform any activity concerning the objectives of the association. It contributes to the development of strategic orientations.

The Board shall delegate to the executive the powers necessary for the implementation of the association’s strategy and plans and for the management of daily affairs.

Article 14

The Board is composed of a minimum of 5 and a maximum of 7 members elected by the General Assembly.

The criteria for the identification and selection of Board members are the following:

• Diversity of professional backgrounds, relevant for HIP activities

• Recognised competence and experience in their respective areas of work

• Proven engagement for the cause of needs-driven health research at country level

• Sense of responsibility and determination to actively support and promote HIP, its objectives and activities

• Geographic representation

• Gender balance

Article 15

The duration of Board members’ mandate is 3 years, renewable once. A mandate may be exceptionally extended by majority decision of the Board, subject to approval by the assembly.

If a member of the Board resigns, is excluded, or finds himself/herself not capable of performing his/her function, he/she may be replaced, if deemed necessary, by one member co-opted by the Board, until the end of the out-going member’s mandate.

The Board shall meet at least twice a year.

If one Board member does not attend the board meetings for two consecutive sessions without proper justification, he/she may be excluded from the Board.

Article 16

The Board elects a Chairperson among its members, as well as a vice-chair, a secretary and a treasurer.

The Chair communicates the date of Board meetings in writing to members at least 6 weeks in advance; The Chair shall send the convocation, including the agenda, to each Board member at least 10 days in advance.

The Chair represents HIP, including in case of legal action.

Article 17

Board members act voluntarily and can be compensated only for their actual expenses and travel costs. Possible compensations may not exceed those granted for official commissions. For activities exceeding normal functions, every board member may receive an appropriate remuneration.

The employees of the association may take part in the Board meetings, but with a consultative role only.

Article 18

The Board meetings’ agenda shall include, as appropriate:

• the approval of the minutes of last board meeting

• the director’s annual report on HIP activity

• the treasurer’s report and the report of the controller of accounts

• the discussion of the annual budget and associated plan of action and resulting proposals to the General Assembly for approval

• the discussion around the reports and accounts, which are then proposed to the General Assembly for approval

• selection of Board members and of the controller of accounts to be proposed to the Assembly

• individual proposals.

Decisions of the Board are taken by simple majority vote of the members present. In the case of an equality of votes, the president’s vote shall count double.

Decisions regarding the modification of the statutes and the dissolution of the association may be taken only by a 2/3 majority of the present members.

Article 19

The Board is charged with:

• taking useful measures to achieve the association’s objectives agreed upon

• discussing the annual budget and plan of action and proposing them to the General Assembly for approval

• reviewing the executive reports and accounts and proposing them to the General Assembly for approval

• proposing the controller(s) of accounts

• calling ordinary and extraordinary general assemblies

• pronouncing on the admission and resignation of members, as well as possible exclusions

• overseeing the correct implementation of the statute, drafting regulations and supervising the management of HIP

• contributing to the definition of strategic orientations

• proposing any modification of the statutes. The decision must then be ratified by the General Assembly

• proposing the dissolution of HIP. The decision must then be ratified by the General Assembly

The Board shall issue an internal regulation which codifies the details of HIP activities implementation. The regulation can be modified at any time by the Board.

Article 20

HIP is engaged by the collective signature of the Board, The latter shall delegate its mandate to the Chair of the Board or any other Board member, and to the Director

Other provisions

Article 21

The financial period is annual and coincides with the calendar year. The supervision of accounts management is entrusted to the treasurer of the Board and verified every year by the controller nominated by the Board.

Article 22

In the case of the dissolution of HIP, the remaining assets shall be entirely remitted to an entity or institution of public interest with a similar purpose to that of the association, and benefiting from tax exemption. In no case will funds be returned to the members of the association, nor will they be utilised for their profit in whichever way.

The present statutes are adopted by the constitutive meeting of 5 March 2011 in Geneva.

In the name of the association:

The President: Eloan Dos Santos Pinheiro

The Secretary: Suresh Jadhav



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