CONSTITUTION

UNIFIED TEXT

CONSTITUTION OF THE ASSOCIATION
„Hanna Segal Institute for Psychoanalytic Studies”

CHAPTER I

Preliminary Provisions

§ 1
Name

The Association under the name “Hanna Segal Institute for Psychoanalytic Studies”, hereinafter referred to as the Association, is politically and religiously independent, of a scientific character, and possesses legal personality.

§ 2
Territorial Scope and Registered Office

The territorial scope of the Association’s activities is the territory of the Republic of Poland, and its registered office is located in the capital city of Warsaw.

§ 3
Legal Character

The Association is a registered association operating pursuant to the provisions of the Act of 7 April 1989 – Law on Associations (consolidated text: Journal of Laws of 2020, item 2261), the Act of 24 April 2003 on Public Benefit and Volunteer Work (consolidated text: Journal of Laws of 2020, item 1057, as amended), and the provisions of this Constitution.

§ 4
Participation in Other Organizations

The Association may become a member of other domestic and international organizations with similar objectives.

§ 5
Identification and Seal

The Association uses identification and a seal bearing the name “Hanna Segal Institute for Psychoanalytic Studies” in accordance with applicable legal regulations.

CHAPTER II

Objectives of the Association and Methods of Implementation

§ 6
Objectives of the Association

The objective of the Association is the development of psychoanalysis and psychoanalytic psychotherapy, including related currents deriving from psychoanalysis, among citizens of the Republic of Poland and other countries, in particular through:

a) Dissemination of knowledge about psychoanalysis and the scientific and clinical work of Hanna Segal,
b) Promotion of psychoanalytic studies,
c) Popularization of psychoanalytic knowledge,
d) Development and application of socially beneficial therapeutic programs based on psychoanalytic discoveries,
e) Development of academic curricula,
f) Exchange of experience with other organizations with similar objectives,
g) Studies on culture, art, organizations, and social processes,
h) Maintenance of professional and ethical standards among psychotherapists,
i) Conducting educational and scientific activities,
j) Supporting integration and development of the community of psychoanalysts, psychoanalytic psychotherapists, and other psychotherapists using psychoanalytic theory in their work,
k) Development of standards for verifying the competence of psychotherapists and psychotherapy supervisors.

§ 7

Methods of Implementing the Objectives of the Association

  1. The Association implements its objectives through the following activities:

a) Organization of conferences, symposia, meetings, and training sessions,
b) Implementation of clinical/psychotherapeutic programs,
c) Shaping ethical attitudes among Association members,
d) Conducting research on psychoanalysis,
e) Advising members on self-education and practical professional activities,
f) Acquiring support from organizations, legal entities, and natural persons for the Association’s activities,
g) Cooperation with other scientific and professional organizations of similar profile, operating both domestically and internationally,
h) Cooperation with governmental and local government institutions in Poland and abroad,
i) Development of educational, health-promoting, and therapeutic programs,
j) Development of training programs for physicians, other healthcare professionals, and educators,
k) Conducting scientific research and development work in the fields of social sciences and humanities,
l) Certification of psychotherapists and psychotherapy supervisors,
m) Other activities necessary for achieving the objectives of the Association.

  1. The Association conducts its activities based on the voluntary work of its members. For the purpose of achieving its constitutional objectives, the Association may employ staff.

  2. The Association may conduct business activities in accordance with general principles. Income derived from business activities shall be used exclusively for the realization of constitutional objectives and may not be distributed among members.

  3. In accordance with the Polish Classification of Activities (PKD), the scope of the Association’s business activities includes:

a) 58.11.Z – Book publishing,
b) 58.13.Z – Newspaper publishing,
c) 58.14.Z – Publishing of journals and periodicals,
d) 58.19.Z – Other publishing activities.

CHAPTER III

Members, Their Rights and Obligations

§ 8
General Provisions

  1. Members of the Association may be natural persons or legal entities. A legal entity may only be a supporting member of the Association.

  2. The Association comprises the following categories of members: ordinary members, supporting members, and foreign members.

  3. Admission to the Association is granted by resolution of the General Assembly of Members of the Association, upon the recommendation of the Management Board and after obtaining at least five letters of recommendation from current members of the Association.

§ 9
Ordinary Members

  1. A ordinary member may be a natural person authorized to practice as a psychoanalyst or psychoanalytic psychotherapist, and in justified cases – another individual.

  2. Ordinary members shall have the right to:
    a) participate passively and actively in elections to the Association’s governing bodies
    b) Participate in meetings and events organized by the Association,
    c) Submit motions and proposals concerning the activities of the Association.

  3. Ordinary members are obliged to:
    a) Participate in the activities of the Association and pursue its constitutional objectives,
    b) Comply with the provisions of the Constitution and resolutions of the governing bodies,
    c) Timely and regularly pay membership dues, subject to § 15 section 7 point j.

§ 10
Foreign Members

  1. A foreign member may be a natural person who does not hold Polish citizenship and who is interested in the objectives of the Association.

  2. Foreign members have the same rights and obligations as ordinary members.

§ 11
Supporting Members

  1. A supporting member may be any natural person or legal entity that declares agreed financial, material, or substantive support for the achievement of the Association’s objectives.

  2. Supporting members do not have passive or active voting rights.

  3. Supporting members may participate in meetings of the Association’s governing bodies with an advisory vote only.

  4. Subject to sections 2 and 3, supporting members shall have the same rights as ordinary members.

  5. Supporting members are obliged to fulfill their declared support and comply with the Constitution and resolutions of the Association’s governing bodies.

§ 12
Loss of Membership

  1. Membership in the Association may be terminated as a result of:
    a) Written resignation submitted to the Management Board,
    b) Death of a member or loss of legal personality by a legal entity,
    c) Expulsion by resolution of the Management Board due to:
    – Non-compliance with the resolutions of the Association’s authorities,
    – Violation of the provisions of the Constitution,
    – Unjustified failure to pay membership dues or other obligations for more than six months,
    – Loss of public rights under a final court judgment.

  2. An appeal against a resolution referred to in section 1(c) may be submitted to the General Assembly of Members, whose decision shall be final.


CHAPTER IV

Organizational Structure and Governing Bodies of the Association

§ 13
General Provisions

  1. The governing bodies of the Association are:
    – The General Assembly of Members,
    – The Management Board,
    – The Audit Committee.

  2. The term of office of the Management Board and the Audit Committee shall be two years. Members of these bodies are elected by the General Assembly by a simple majority vote in a secret ballot.

  3. The term of office of members of the Management Board and the Audit Committee expires upon the first General Assembly convened in the calendar year in which the term ends.

  4. The re-election of the same person as a Member of the Association’s Management Board or Audit Committee is permitted without any restrictions.

  5. Unless otherwise stipulated by this Constitution, resolutions of the governing bodies shall be adopted by a simple majority of votes in the presence of at least half of the members entitled to vote.

  6. In the event that the composition of any of the Association’s authorities is reduced during their term of office, its members shall have the right to supplement their composition, provided that such supplementation does not exceed half of the composition. If it is impossible for the members of any of the Association’s authorities to supplement their composition, the General Meeting of Members shall hold supplementary elections. The term of office of the co-opted member shall expire at the end of the term of office of the elected authorities of the Association.

§ 14
General Assembly of Members

  1. The General Assembly is the supreme authority of the Association.

  2. Ordinary and foreign members have the right to vote. Supporting members may attend with an advisory vote only.

  3. The General Assembly may be ordinary or extraordinary.

  4. The ordinary General Assembly shall be convened by the Management Board at least once a year as a reporting assembly and once every two years as a reporting and electoral assembly.

  5. An extraordinary General Assembly may be convened at any time by the Management Board:
    – on its own initiative,
    – upon request of the Audit Committee,
    – upon request of one-third of all members of the Association.

  6. The Management Board shall notify members of the date, place, and agenda of the General Assembly at least 10 days in advance, and in urgent cases at least 3 days in advance.

  7. The General Assembly shall deliberate according to the adopted agenda.

  8. The General Meeting of Members of the Association is chaired by a chairperson elected on each occasion.

  9. The exclusive competences of the General Assembly include:
    a) Defining the directions of the Association’s activities,
    b) Admission of new members,
    c) Adopting amendments to the Constitution,
    d) Election and dismissal of the Management Board and Audit Committee (except the initial composition appointed by the Founders),
    e) Granting discharge to the Management Board upon the request of the Audit Committee,
    f) Reviewing reports of the Management Board and Audit Committee,
    g) Considering motions and proposals submitted by members or governing bodies,
    h) Hearing appeals against resolutions of the Management Board,
    i) Adopting resolutions on dissolution of the Association and allocation of its assets,
    j) Adopting resolutions on all matters submitted for its consideration.

  10. Members of the Association may vote at the General Meeting of Members of the Association in person or by proxy, as well as by correspondence, by e-mail or by other means of direct remote communication (in the form of a teleconference), except for matters for which a secret ballot has been reserved.

  11. Votes cast by mail or email shall be considered valid if they are received by the Association within the period from the date on which the Management Board informs the Members of the Association of the date, place and agenda of the General Meeting, until the end of the voting procedure on a given item on the agenda.

  12. Votes via telecommunication are valid if cast in real time during the Assembly.

  13. Resolutions of the General Meeting concerning the election or dismissal of the Management Board and the Audit Committee of the Association or individual members of these bodies, granting discharge to the Management Board of the Association, as well as the admission of new members to the Association shall be adopted by secret ballot.

  14. Minutes of the Assembly must include the date and place of the meeting, the adopted agenda, the content of adopted resolutions, and the voting results.
    The Chair of the General Meeting shall sign the minutes and attach thereto an attendance list containing the names and surnames of all Association Members present at the meeting and their signatures or the signatures of their proxies, or a note on voting by e-mail or other means of remote communication.

§ 15
Management Board

  1. The Management Board manages the ongoing affairs of the Association, implements the resolutions of the General Assembly, and represents the Association externally.

  2. The Management Board shall consist of 3 to 5 members, including the President, Secretary, and Treasurer. The number of Board members shall be determined by the General Assembly.

  3. At its first meeting, the Management Board shall constitute itself by electing the President, Secretary, and Treasurer from among its members. Other members may be assigned specific tasks.

  4. The President directs the work of the Board and performs the duties provided for in the Constitution.

  5. Each Board member has the authority to independently sign contracts, grant powers of attorney, and make declarations on behalf of the Association.

  6. Meetings of the Management Board shall be convened by the President as needed, but at least once every three months.

  7. The responsibilities of the Management Board include:
    a) Implementing the objectives of the Association,
    b) Executing resolutions of the General Assembly,
    c) Adopting work plans and draft budgets,
    d) Managing the assets of the Association,
    e) Representing the Association externally,
    f) Convening the General Assembly,
    g) Removing and expelling members,
    h) Accepting inheritances and donations,
    i) Setting membership fees and payment rules,
    j) Granting individual exemptions from payment of membership fees,
    k) Submitting reports on its activities to the General Assembly,
    l) Developing the scientific program of the Association,
    m) Establishing regional units – branches,
    n) Adopting resolutions on all matters not reserved to other governing bodies.

§ 16
Audit Committee

  1. The Audit Committee of the Association is a collegial body responsible for internal control and supervision of the Association’s constitutional and financial activities, separate from the Association’s Management Board and not subject to the Management Board in the scope of internal control and supervision.

  2. The Audit Committee shall conduct at least one internal audit of the Association’s activities per year.

  3. The Audit Committee shall consist of three persons: a Chairperson, a Secretary, and one member.

  4. Members of the Audit Committee:
    a) may not be members of the Management Board, nor related to them by blood or marriage, nor be professionally subordinate to them,
    b) may not have been convicted by a final court judgment for an intentional offense,
    c) may receive reimbursement of reasonable documented expenses and, if so decided by the General Assembly, remuneration for their function.

The Audit Committee shall have the right to:
a) audit the Association’s activities in all areas,
b) request the convening of an Extraordinary General Assembly,
c) submit motions to the General Assembly concerning the discharge of the Management Board,
d) submitting reports on the results of audits of the Association’s financial statements, prepared in accordance with accounting regulations.

CHAPTER V

Assets and Financial Management

§ 17
Assets of the Association

  1. The assets of the Association consist of movable and immovable property and financial resources.

  2. Sources of income for the Association include:
    a) membership fees,
    b) donations, inheritances, and bequests,
    c) income from constitutional activities,
    d) grants and public collections,
    e) income from business activities.

  3. The amount of the membership fee and the rules of payment shall be determined by the Management Board.

§ 18
Financial Management and Accounting

  1. The Association manages its finances and accounting in accordance with applicable regulations.

  2. The Association’s Management Board prepares annual financial statements and a report on its activities in accordance with the applicable accounting regulations and makes them available to authorized entities in a manner that allows them to review the report.

  3. After verification by the Audit Committee, the financial report shall be submitted to the General Assembly for approval.

CHAPTER VI

Regional Units – Branches

§ 19
Establishment of Branches

  1. The Association may establish regional units in the form of branches, operating within one or several provinces. Branches may have legal personality.

  2. A branch may be established if it has at least five members.

  3. Branches shall be established by resolution of the Management Board, either on its own initiative or at the request of at least five members.

  4. Upon establishing a branch, the Management Board shall determine its territorial scope and registered office.

§ 20
Organizational Structure and Branch Authorities

  1. The authorities of a branch shall be: the General Assembly of Branch Members, the Branch Management Board, and the Branch Audit Committee.

  2. The provisions of Chapter IV of the Constitution shall apply accordingly to the branch authorities.

§ 21
Dissolution of a Branch

A branch may be dissolved by resolution of the Management Board in the following cases:
a) cessation of actual operations by the branch,
b) a decrease in the number of members below the number required for its appointment for a period longer than 6 months,
c) the Branch Management Board submits a request for dissolution.

CHAPTER VII

Amendments to the Constitution and Dissolution of the Association

§ 22
Amendments to the Constitution

  1. Amendments to these Constitution require a resolution of the General Meeting of Members of the Association adopted by a majority of 2/3 of the votes, with at least half of the members with active voting rights present.

  2. The General Assembly may authorize the Management Board to prepare a consolidated text of the amended Constitution or to make editorial changes indicated in the resolution.

§ 23
Dissolution of the Association

  1. A resolution to dissolve the Association shall be adopted by the General Meeting of Members of the Association by a majority of 3/4 of all members entitled to vote.

  2. In the event of the Association’s dissolution, the General Assembly shall determine the method of liquidation and the allocation of the Association’s assets.

§ 24
Final Provisions

In matters not regulated by this Constitution, the provisions of the Act of 7 April 1989 – Law on Associations (consolidated text: Journal of Laws of 2020, item 2261), and the Act of 24 April 2003 on Public Benefit and Volunteer Work (consolidated text: Journal of Laws of 2020, item 1057, as amended), shall apply.

This Constitution was adopted by the Founders of the Association on 27 August 2013.