The Association is a not-for-profit, international organization of companies (or their representatives) having design and manufacturing of medical gas generators as corporate activity. The Association is constituted in accordance with the French law from July 1rst 1901 and the French decree from August 16, 1901.
The name of the Association is “Medical Gas Generators for Hospitals, International Association of Manufacturers”, it could be named by the initials: MEDIGHAM®.
The Association has its offices in Lisle Sur Tarn, France.
MEDIGHAM® is a not-for-profit international association representing the interests of the members as defined in § 4.
The headquarters of the Association are located in France, 6 rue de la Verderie, 81310 Lisle Sur Tarn. They can be moved to any other country by decision of the General Assembly.
2.1 The financial year is the calendar year.
2.2 The language of the association is English.
2.3 The duration of the association is unlimited
The scope of MEDIGHAM® covers any regulatory, technical and any others related issues concerning current and future technology for on site production of medical gases provided for treatment of patients in healthcare facilities as well as any associated equipment, devices and components relevant to ensure safe, reliable, and cost-efficient operation of the mentioned technology.
The primarily focuses of the association and its members are the safety of patients, the security of the installations and the environmental protection.
Within the above-mentioned scope, in a spirit of equality amongst all members and on a principle of consensus, MEDIGHAM® acts as a forum for the exchange of views co-operating towards the regulatory framework (National and international directives, standards, codes of practice, guidelines, reports…) and where the vast experience of its members in the safe production, handling and use of medical and special gases can be shared in order to achieve the highest level of safety and environmental care in the production of these gases directly at the hospital sites:
The association intends to achieve the above-mentioned objectives through e.g. the following activities:
The objectives of the Association are to safeguard the members’ industry-related interests with respect to research and development, manufacturing, regulation, information and marketing of technology manufactured by companies that primarily develop equipment and/or solutions for producing medical gases at hospital sites.
Categories of membership, rights and benefits are defined in the Bylaws. There are four categories of members:
The Board may recommend changes to the categories of membership to the General Assembly.
On the recommendation of the Board, the General Assembly shall determine the annual membership fees.
The admission of Members and Affiliated Members is decided by the Board after reception of candidature as defined in the Bylaws, decision is taken at the majority and communicated to the candidate. A rejection of the candidate doesn’t need to be motivated. Candidates should declare they are not related to industrial gas manufacturers.
Resignation of membership can only be brought into effect from the end of the accounting year, and must be with the Board in writing by 1 July the same year at the latest.
The membership status can be lost by radiation decide by the Board in the following cases:
a) Non-payment of the annual contribution after formal demand and upon decision of the Board
b) Decision of exclusion for conflict between member’s actions or positioning in general with the scope, objectives and activities of the Association as defined in clause 3 and/or with the bylaws of the Association. The Member should have been formally asked by the Board to provide its arguments prior to an eventual radiation (the decision is taken by the Board without the presence of the member and can not be contested)
c) The bankruptcy or dissolution of the company member
d) The failure to respect the rules and /or the Quality Chart of the Association, the Board reserves the right of exclusion of any member not fairly or ethically participating to the development of the industry
e) Any changes of share distribution affecting 25% or more of the common or voting stock of shares of a single member. Each founder, honorific or titular member has the obligation to report such changes to the Board immediately after their effectiveness. The Board will have the indisputable right to evaluate and to decide whether such changes are a sufficient reason for radiation of the founder, honorific or titular member. The absence of reporting changes in the distribution of common or voting stock of shares to the Board, will result in an automatic radiation after sixty calendar days after the effectiveness of such new distribution.
The resources from the association include:
Any Titular, Honorific or Founder Member has full right to participate to the General Assembly
The General Assembly includes all members as defined bellow being up to date of their annual contribution in the day of the General Assembly
Every members participating at the General Assembly is empowered of one voting right. Each member can be represented or delegate its right to an other Member of the association or a representative of the company he belongs to, the number of mandates given to a Member is limited to three
The Affiliated Members don’t have any voting rights
The Board calls the General Assembly and sets up the agenda. The General assembly meets at least once a year. The President sends the invitation by regular mail or e-mail at least fifteen calendar days prior to the meeting date.
Once a year, the General Assembly leaded by the President meets to rule on the annual activity of the association according to the annual report presented by the President, to approve the balance sheet according to the report presented by the Treasurer, and to discuss any topics included into the agenda.
The General Assembly is empowered to take decision whatever will be the number of Members attending the session.
The General Assembly decisions are taken at the simple majority of Members presents or represented. In case of equality of votes, the President choice is dominating.
Any Members having rights for participating to the General assembly can ask the Board to add any items to the agenda under the section “Others points”. The Secretary should receive this demand at least 10 calendar days prior to the meeting date.
The functioning of the General assembly is defined in the Bylaws.
The Extraordinary General Assembly is the only competent authority to decide for a) modifying the statutes of the association, b) dissolution of the association, c) merging with others associations
The Extraordinary General Assembly is empowered to take decision if at least the half of its members, from which at least half of its Founder Members, are presents or represented. If the quorum is not reached at the first call, the Extraordinary General Assembly is called again with the same agenda within the next fifteen calendar days and can thereof take decision whatever will be the number of Members presents or represented but with at least the half of the Founder Members
Decisions of the Extraordinary Assembly are taken at the simple majority of Members attending or represented. In case of equality of votes, the President choice is dominating
The association is managed and administered by an Administration Council
The Administration council has the largest power to manage and administer the association, within the limits of the defined association activity, scope and objectives and subject to the powers of the General Assembly. The Administration Council defines the budget and the annual balance sheet of the association. The Board authorizes the President to act in justice
The Administration Council includes a maximum of 10 administrators:
The representatives of the Titular Members are elected by the General Assembly according to a list provided by the President based upon candidatures received by him at least 10 days prior to the date when the General Assembly meets. The founder Members designate freely their representative to the Board.
The duration of the mandate of each administrator is 3 years and can be renewed without limitation.
In legal actions, the President and the Secretary shall represent the association.
The Association shall not be committed, and instruments executed on its behalf shall not be valid, unless such instruments are signed as provided in this Article.
The President and the Secretary General may delegate their authority for specific purposes to facilitate the running of the Association, such delegations need to be clearly specified and approved by the Board according to process defined in the Bylaws.
Members of the association, the Administration Council, the Board, Committees and Chairs of such Committees as the association may set up, shall incur no personal liability in respect of the commitments of the Association
Any role in the association, including the administrators is free and volunteer. Only the expenses engaged to perform their mandate are reimbursed upon presentation of justificatory invoices.
The financial report presented by the Treasurer to the General Assembly details, by beneficiary, the reimbursement provided for expenses engaged for travel, mission or representation.
The Administration Council elects among its members a Board comprising the following functions: a President, a Treasurer and a Secretary.
Each of this function could have designated deputy (ies) to assist the elected members to perform their tasks.
The President is the sole representative of the Association for all acts of the civil life and he/she has full power in this perspective, in case Vice President(s) is (are) nominated, they can substitute the President in case of hindrance or vacancy.
The Treasurer has the responsibility to manage the finances of the association and to publish the annual financial report.
The Secretary is in charge of all administrative processes required to ensure the functioning of the association, including minutes of meeting, control that the statutes of the association are fulfilled, administrative declarations, etc., all of these actions requiring the signature of the President.
The Board meets as often as needed upon invitation from the President.
The Board provides all necessary information to the Administration Council for the good management of the association and to take any relevant decisions.
The duration of the mandate of each Board member is 3 years and can be renewed without limitation.
The rules of the Board are defined in the Bylaws.
The Association may set up an office and employ staff to administer the affairs of the Association.
The Board shall appoint the Executive Director. Subject to the authority of the Secretary, he/she shall be the chief staff officer of the Association.
The Executive Director shall attend meetings of the General Assembly, Administration Council and the Board, as an observer.
The Executive Director shall appoint the staff of the Association in accordance with the Staff Regulations established by the Administration Council and in conformity with the appropriate national legislation.
The Administration Council may appoint special committees to help achieve the aims of the Association. These may be Standing Committees or “Ad Hoc” committees set up to carry out a specific task within a defined limited period of time. The membership and functions of Standing and Ad Hoc Committees are contained in the Bylaws.
All committees operate under the authority of the Board and report regularly to it.
An example of organizational structure for the Committees is given in annex.
In order to get support in specific domains related to the purpose of the association, the Board can request the opinion of relevant experts. These experts could intervene upon request to answer adhoc demands or be members of the Advisory Committee of the Association.
The Board will propose a list of experts to be considered, validation of the candidatures to become member of the Advisory Committee should be taken at the simple majority of the Administration Council.
In order to guaranty the neutrality of their inputs the experts will act as volunteer and the association will not pay for their work, the expenses engaged could be reimbursed according to the conditions defined in § 7.3.
The Association is a not-for-profit entity and may not take any action affecting the competitive efforts of individual members, i.e. MEDIGHAM® cannot make decisions which influence the economic freedom of decision-making of its members.
MEDIGHAM® is an international not-for-profit association whose members are competitors. Meetings of competitors under the guidance of such an association are not objectionable as such. However, MEDIGHAM® members are not allowed to use the forum provided by MEDIGHAM® in order to coordinate their commercial activities. Each MEDIGHAM® member company must exercise its independent business judgment in pricing its products and service, dealing with its customers and suppliers, and choosing the markets in which it will compete. Any activity that could create even the appearance of a restriction or distortion of competition shall be strictly avoided.
MEDIGHAM® meeting discussions shall be limited to written agenda topics and minutes shall be provided. In particular, MEDIGHAM®‘s antitrust policy prohibits any discussions or exchange of information between its Members that might constitute or imply an agreement or concerted practice concerning pricing, costs, profits and margins, market shares and sale territories, investments, tenders, or any info on customers or suppliers.
It is the responsibility of each MEDIGHAM® Member and MEDIGHAM® ́s Staff to take individual accountability for compliance with any antitrust law and avoid discussions in any matters outside the scope of MEDIGHAM®‘s mission
The resolution to dissolve the Association may be made by a three-quarters majority at a properly convened Extraordinary General Assembly.
The Extraordinary General Assembly deciding on the dissolution of the Association shall be competent to decide how the assets of the Association shall be disposed of after having paid all liabilities. The disposition of the assets shall be made to another not-for-profit organization or organizations whose objectives are in accordance with the goals of the Association.
A Bylaws document describes all the internal rules of the Association not defined in the present Statutes. The Bylaws document shall be validated by the Administration Council and presented for approval to the General Assembly. Control of the application of the Bylaws terms by the association and its members belong to the responsibility of the Board Secretary, he/she should inform immediately the Board of any infringement and/or propose any amendment/modification that could be necessary to consider. Any modification of the Bylaws shall be validated by the Board before presented to the General Assembly for approval.