Statutes of the
Association of Drug and Health Device Suppliers
New version effective from May
The new version of the Statutes of ADL was adopted at the congress of
delegates dated February 17, 2016 and subsequently amended and approved by
members of ADL, and submitted by the President of ADL:
The Association of Drug and Health Device Suppliers (hereinafter „ADL“)
is an association of legal entities established under Section 20f and the
following Sections of the Civil Code.
These Statutes provide the organizational structure of ADL, its bodies and
the scope of authority of its bodies, as well as the rights and obligations of
members of ADL.
Name of the association
In the Slovak language: Asociácia dodávateľov liekov a
In the English language: Association of Drug and Health Device
Abbreviated name: ADL
The registered office of ADL is at Metodova 204/7, 821 08 Bratislava, Slovak
Subject of activity
ADL carries out the following activities:
- Organizes cooperation in carrying out ADL members' activities in the
provision of health services in the field of drugs and health devices and
- Creates the conditions for improving the knowledge and professional
standards of ADL members.
- Represents, protects and promotes the legitimate interests of ADL
- Comments on draft legislation relating to the activities of ADL members,
cooperates with ministries and other governmental bodies in developing new
legislation in relation to the activities of its members.
- Cooperates in the advertising-promotional activities of ADL and its members
and creates the technical-organizational conditions for their provision.
- Rents advertising spaces during ADL professional activities and mediates the
renting of advertising spaces for ADL members.
- Provides information, consultation and advisory services for ADL
- Creates opportunities for mutual meetings and coordinates the mutual
communication of ADL members with the authorities of the Slovak Republic.
- Cooperates in the publishing of professional periodical and non-periodical
publications in the field of drugs and health care.
- Creates opportunities for cooperation and cooperates with printed, radio and
- Cooperates with experts in expert broadcasts on radio and on
ADL consists of:
- Pharmaceutical companies, drug manufacturers, suppliers of drugs and health
devices, and pharmaceutical care providers in the Slovak Republic.
- ADL is divided into sections according to the subject of activity.
Creation of membership
- Membership in ADL is voluntary and it is divided into regular and
- Membership in ADL is created on the day of entry into the list of ADL
members on the basis of submission of a written application, the decision of the
Presidium on accepting a member and payment of a set membership fee for the
relevant calendar year.
- The list of ADL members is maintained by the ADL office, and each member is
also a member of the relevant section according to its business activity.
- Associated members may be legal entities which do not have pharmaceutical
and marketing activity in the drug market field as their business activity. An
associated member has the right to participate in the activities of ADL without
having voting rights.
- Each member is obliged to specify a current e-mail address, which is a
communication and delivery channel for ADL activities under the Statutes.
Expiration of membership
- Membership in ADL may be renounced by a written submission addressed to ADL.
Membership expires on the day specified in the written submission, which will be
confirmed in writing by an ADL manager. The paid membership fee shall not be
- The Presidium shall cancel the membership of an ADL member if:
- the member fails to fulfil its obligation resulting from Article 10 of
these Statutes, despite receiving a written notice and given a reasonable period
- the member ended its activities or the member's license to carry out its
business has been cancelled;
- the member's actions endangered or damaged the reputation of ADL or any of
Rights of members
- A member of ADL has the right to:
- elect and be elected into the bodies of ADL;
- make decisions by voting in the relevant bodies of ADL;
- participate in ADL activities, make proposals and request reports on
activities of its bodies; point out errors and shortcomings in its activities
and demand their remedy;
- publicize its membership in ADL in its official communications;
- require protection of its interests in line with ADL activities in all
- have access to all information and services that the ADL office provides
Duties of members
The basic duties of ADL members include:
- To comply with the Statutes and resolutions of ADL bodies.
- Protect the legitimate interests and property of ADL.
- Pay the set membership fees.
- Follow the principles of the ADL code of ethics.
- The bodies of ADL are:
- the congress of delegates
- the Presidium
- the sections
- the chairman of a section
- The activities of the bodies are ensured by the ADL office pursuant to
Congress of delegates
- The highest body of ADL is the congress of delegates. Every member of ADL
has the right to participate in the congress of delegates.
- A statutory representative of a member participates in the meeting of the
congress of delegates personally or through a representative authorized in
- Every member has one vote.
- The congress of delegates is convened by the ADL manager as necessary, at
least once a year. The manager shall always convene an extraordinary congress of
delegates within 30 days, if requested by at least 1/3rd of ADL members.
- The congress of delegates shall primarily
- approve the Statutes and decide on their amendments;
- approve the budget;
- approve the ADL code of ethics and the basic internal regulations
- discuss and approve reports on the activities and management of ADL for the
previous period and the annual financial statements;
- cancel and change the resolutions of the Presidium;
- make resolutions on other matters that it reserves for itself;
- establish and dissolve relevant sections.
- The Presidium is the highest executive body of ADL between the congresses of
- The Presidium consists of at least 4 and at most 8 members.
- Each member of the Presidium has only one vote in the decision making
(voting) of the Presidium; the member of the Presidium, who is the President,
has two votes.
- The Presidium carries out the tasks that arise from the resolutions of the
congress of delegates and is responsible for its activities to the congress of
- The Presidium is elected for a period of 24 months from the day of
- The Presidium consists of the following:
- 3 members – chairmen of sections
- at least 1 and at most 3 members elected by the manufacturer section
- at most 1 member elected by the distributor section
- at most 1 member elected by the pharmaceutical section
- The Presidium elects the President from its members.
- The President is the highest professional representative of ADL, presides
over the meetings of the Presidium, proposes solutions, assigns tasks to the
manager of ADL, defends the interests of ADL and represents ADL externally.
- The Presidium delegates tasks and responsibilities to the manager of ADL for
the purpose of execution and completion of tasks.
Manager of ADL
- The manager of ADL
- is a statutory representative of ADL
- acts as a proxy for, negotiates, represents, and defends the interests and
reputation of, ADL externally
- carries out all other activities and decides on other ADL matters
- establishes and maintains contacts with third parties in carrying out ADL
- is responsible for the condition, and increasing of the membership base, of
ADL, takes care of the renewal and extension of memberships of existing members
and the recruiting of new members
- is responsible for the preparation and implementation of the program
activities and professional goals of ADL, proposes the primary areas of interest
and the focus of individual projects and events of ADL; is responsible for their
preparation, coordination and compliance
- is responsible for the administration and management of ADL finances and
property, manages and carries out financial operations, prepares an annual
report on the economic management of ADL and the budget for the
- provides information and reports to the Presidium or to the President
- carries out other tasks assigned by the Presidium or the President
- carries out employer's rights towards ADL employees
- The manager of ADL is elected and appointed by the Presidium and is
accountable for his activities to the Presidium and the President.
- The term of office of the manager of ADL begins on the date of appointment
of the Presidium for an indefinite period and expires when the Presidium removes
him from his office for any reason.
- The manager carries out his office for remuneration. The amount of
remuneration is decided upon by the Presidium and the contract with the manager
is concluded by the President.
- The manager may be one of the members of the Presidium, a representative of
one of the members of the association, or a third party.
- The manager is entitled to participate in meetings of the Presidium.
- The performance of the office of ADL manager is incompatible with membership
in other associations, the activities of which have a competitive nature to ADL
activities. The performance of the office of ADL manager is also incompatible
with the performance of activities in a legal entity, the activities of which
have a competitive nature to ADL activities.
- The manager may choose a deputy, by written authorization with the prior
approval of the Presidium. The provisions of paragraph 7 of this Article shall
correspondingly apply to the deputy. In the event that the office of ADL manager
becomes vacant, all rights and duties shall be transferred to the President
- The manager shall be obliged to settle the financial obligations incurred
during the normal and regular activity of ADL according to the approved budget.
Expenses beyond the frame of regular activity and the approved budget shall be
settled by the manager only with the approval of the Presidium.
- A section is made of members according to the matching subject of their
- ADL is made of three sections:
- manufacturer section
- pharmaceutical section
- distributor section
- A section elects its chairman from its members.
- A section decides on matters within its competence at its congress.
- A section congress is convened by the chairman of the section as
- A section congress shall primarily:
- decide on the subjects of activity of the section
- approve major matters of the section, which are affecting the activities of
the section or have been delegated by the congress of delegates or the
- approve the work plan of the section
- approve the budget of the section
- elect the chairman of the section
- A section chairman is elected by the members of the section and is the
supreme body of the section between congresses of the section.
- A section chairman shall convene a section congress as necessary or if
requested by 1/3rd of the section members.
- A section chairman organizes section activities and is also a member of the
- A section chairman gives the Presidium a proposal for convening an
extraordinary congress of delegates.
- A section chairman fulfils the tasks that arise from the resolutions of the
congress of delegates and decisions of the Presidium and resolutions of the
congress of the section, while
- managing the activity of the relevant ADL section,
- submits reports on his/her activity to the congress of delegates, the
Presidium and the section congress, as well as other proposals that are subject
- creates working groups for specific problems.
- The ADL office supports the activities of ADL, the Presidium and sections in
technical-organizational, administrative and economic terms.
- The office fulfils the tasks assigned by the Presidium, the manager and
sections. It prepares the meetings of bodies, ensures and prepares materials for
the meetings of bodies, and sends invitations for the meetings of bodies.
- The office is accountable for its activities to the manager of ADL.
Meetings and voting of ADL bodies
- A meeting of an ADL body is convened by invitations sent to the e-mail
addresses of members of the body, at least 7 working days in advance. The
invitation primarily contains: place, date and hour of the meeting of the body,
and the agenda of the meeting.
- Non-attendance at the meeting must be excused in advance at the ADL office
in writing or by electronic communication.
- The meeting of the congress of delegates and the Presidium of ADL is chaired
by the President of ADL or the manager of ADL, the meeting of a section congress
is chaired by its chairman. In the case of non-attendance, the meeting can be
chaired by the President / ADL manager / deputy authorized by the chairman
chosen from members („the chair“).
- Each ADL body can hold a meeting if an absolute majority of its members is
in attendance (the quorum).
- The chair shall open the meeting at the designated hour. If a sufficient
number of members of the body fail to meet in one hour from the time designated
as the start of the meeting, the chair shall convene a new meeting of the body
in 14 days. If the quorum fails to convene at the repeated meeting within
30 minutes from its start, the body has a quorum if more than 1/3rd of its
members are in attendance.
- At the beginning of the meeting the chair announces the number of attending
members, submits the meeting's agenda for approval and a nomination of minutes
verified for approval. It is possible to deviate from the agenda with a proposal
for amendment or a change to the agenda made by a member of the body, if
approved by a majority of the attending members of the quorum body.
- The meeting of the body is directed towards the adoption of resolutions for
items on the agenda. The submitter of the material or an authorized person will
justify the material for the purpose of hearing.
- Members can sign up for the discussion by a written request in advance or by
raising a hand. The chair gives the floor to speakers and sets the time limit
for discussion. Attendees of the meeting may not interrupt the speaker during a
speech, if he/she has been given the floor. The chair has the right to interrupt
the speaker only if the speaker is not addressing the discussed issue. If the
discussion includes a significant inaccuracy or error, a member has the right to
make a factual comment or respond to it. The chair shall give the floor to this
member after the speaker, during the speech of whom the delegate raised the
comment into the discussion. The factual comment is signalled by raised hands
joined into the shape of the letter „T“, and the duration of the factual
comment may not exceed 1 minute. When all members that signed into the
discussion have had their say, the chair shall end the discussion. After the end
of the discussion, the chair shall give the floor to the submitter of the
material, who may give it up. The submitter may withdraw their material from the
meeting of the congress until the start of the vote on the proposal of its
- After the end of the discussion the resolution is proposed. The resolution
of a body primarily decides upon the discussed issues, it imposes obligations or
draws conclusions. It is formulated briefly, with the specified names of task
solvers and a deadline for fulfilment. Resolutions, which contain permanent,
long-term or repeated tasks, shall also include the deadline for inspection of
the fulfilment of the resolution. If the proposal for resolution includes
tabling amendments, a vote shall be made on these first in the order in which
they were submitted. If an adopted amendment eliminates further ones, these are
not voted on.
- Decisions are made by voting. The resolution of a body shall be adopted if
at least 2/3rds of the attending members of the body with a quorum vote for it.
The resolution shall be binding for all the members of the body.
- The method of decision making is public, performed by the raising of hands
or, if adopted by members of the body in a resolution, secret, through anonymous
- The meeting of the body can be suspended by its resolution. Its continuation
shall be decided by the body directly at this meeting, by setting the date of
continuation of the meeting.
- After completing the agenda of the meeting of the body, the chair shall
conclude the meeting. Minutes of the meeting shall be drafted, and signed by the
chair and the elected verifier. The minutes shall be drafted no later than in
7 working days and the office shall subsequently send them to the members of
the body. The minutes primarily include information on the chair of the meeting,
the number of attending and excused members, the contents of the meeting and the
resolutions of the meeting. All materials from the meetings shall be archived by
- The Presidium may suspend a resolution of another body if it considers that
it does not correspond to valid generally binding legal regulations, the
Statutes of ADL, or is disadvantageous for ADL. The Presidium shall submit the
suspended resolution for the decision of the congress of delegates. The ADL
manager shall convene an extraordinary congress of the delegates for this
purpose no later than in 30 days from the day of adoption of the decision of
the Presidium to suspend the resolution of another body. Suspension of a
resolution shall be carried out by the manager of the office announcing the
suspension of the resolution to those members whose rights and duties are
affected by the resolution and to all recipients that received the
- The task solvers are responsible for the timely fulfilment of the content of
resolutions. The office shall inspect and monitor the fulfilment of resolutions.
The manager of the office shall provide information on the fulfilment of a
resolution at the body's meeting.
Electronic communication and electronic voting
- Electronic communication shall be carried out by sending the
information/delivery to the recipient's valid e-mail address or via the
Intranet. The delivery shall be deemed received on the next working day
following the sending of mail / publishing on the Intranet, even if the
recipient did not learn of the receipt thereof (hereinafter referred to as
- Electronic communication has the character of written communication within
the ADL association with the exception of expiration of membership and written
- The ADL office maintains a list of valid e-mail addresses of individual ADL
members and members of ADL bodies. An e-mail address shall be considered valid
until the user announces a different e-mail address to the ADL office.
- Each ADL body may adopt decisions within its scope of authority also outside
its meeting, by so-called electronic voting. A decision made via electronic
voting has the same effects as a decision made at the meeting of the
- Electronic voting is carried out via Electronic communication.
- The ADL body shall send the agenda of its meeting via Electronic
communication via the ADL office, or a proposal of resolution on which the
voting is being carried out along with the deadline for carrying out the voting.
The deadline for voting may not be less than 10 working days, except in urgent
matters, in which the deadline may not be less than 3 working days.
- Electronic voting is carried out in a manner where a member of the body via
Electronic communication within the deadline for carrying out the voting
expresses his/her approval or disapproval or decides to not participate in the
vote. Only unequivocal approval without comments is considered as an
- Electronic voting shall be valid if the necessary quorum participates in the
- The results of a vote shall be evaluated similarly to a vote at the meeting
of the corresponding body.
- The office shall draft the minutes of electronic voting within 7 working
days at the latest with the content similar to the minutes of voting at a
meeting of the body, with the specification of votes of individual members of
the body and the result of the voting.
- The office shall immediately send the minutes of electronic voting to all
members of the corresponding body.
- ADL manages its property, the source of which are primarily
- yearly membership fee of ADL, the amount of which is decided upon by the
congress of delegates on the proposal of the Presidium,
- additional membership fee pursuant to the decision of the Presidium,
- gifts and other performances from natural and legal persons.
- ADL conducts its economic management based on the approved budget proposed
by the Presidium and approved by the congress of delegates.
- In justified cases the Presidium has the right to decide on the
extraordinary use of funds obtained beyond the scope of achieved income.
- ADL is liable for its obligations to the fullest extent of its assets. Any
asset liability of individual members for ADL obligations is excluded.
- The financial year is the calendar year.
- The ADL office is required to submit to the members an annual Report on the
auditing of ADL accounts (hereinafter „the Report“) performed by an
accounting firm for the previous financial year.
- ADL shall be dissolved by a decision of the congress of delegates or by a
decision of the body responsible for registration.
- After its dissolution the association shall be liquidated, if the capital
will not pass to a legal successor.
- Each member of the association has the right to a share of the liquidation
balance in proportion to the size of his/her annual contribution.
The previously effective Statutes are repealed.
Voting and meeting regulations of ADL are repealed.
Calculation of time limits and other actions are governed by the
PhamDr. Koloman Gachall
President of ADL