Governance

Overview Governance and Organization

I. THE HEALTH CAPTAINS CLUB GOVERNANCE

THE HEALTH CAPTAINS CLUB GOVERNANCE Organizing Committee

THE HEALTH CAPTAINS CLUB is steered and governed by an Organizing Committee (OC), which is the synchronized decision-making body of THE HEALTH CAPTAINS CLUB together with the Framework of the connecting Non-for-Profit Platform “RÜNJHAID! Freundeskreis der nordfriesischen Seefahrerinseln Föhr, Amrum, der Halligen, Sylt, der Insel Kos und der Medicinale e.V.” following the Preamble and Statutes of this Non-for-Profit Organisation: I. GOVERNANCE of RÜNJHAID! Freundeskreis der nordfriesischen Seefahrerinseln Föhr, Amrum, der Halligen, Sylt, der Insel Kos und der Medicinale e.V. – the Board of Directors of RÜNJHAID! is leading the Organizing Committee which has the Status together with THE HEALTH CAPTAINS CLUB Medical Board, Advisory Board, Board of Experts, Board of Ambassadors and the Board of Speakers togethers as Honorary Advisory Board of RÜNJHAID! & MEDICINALE e.V.

OC responsibilities:

The responsibilities of the OC include convening the community through regular Meetings, Think-Tanks and Brainpools; coordinating and authoring key documents; defining scientific and medical values and ethical principles; defining and upholding processes including QC standards and analytic standards; governing the Data Coordination Platform (DCP) and Common Coordinate Framework (CCF); coordinating THE HEALTH CAPTAINS CLUB work products; communicating on behalf of THE HEALTH CAPTAINS CLUB representing and negotiating on behalf of the THE HEALTH CAPTAINS CLUB with other entities and organizations; and polling the THE HEALTH CAPTAINS CLUB community at regular intervals for input on issues, including performance of the OC. The OC does not generate data and is not a direct grantee or grantor for such purposes.

OC membership:

The OC will consist of the Board of Directors  of RÜNJHAID! & MEDICINALE e.V. and the Medical and Advisory Board Members of THE HEALTH CAPTAINS CLUB. Considerations for new OC members include expertise, geographical representation, and diversity. Additional members are added to the OC by majority vote of the OC. The OC will periodically seek input from THE HEALTH CAPTAINS CLUB community on the scientific and clinical scope of its members, performance, and potential new members.

Terms. All members will have five-year terms, which can be renewed once by a majority vote of the OC.

Co-chairs. The OC is led by two co-chairs, who are members of the OC. The co-chairs have five-year terms, which can be renewed once by a majority vote of the OC.

Executive Committee:

The OC will built and has than an Executive Committee that is responsible for performing routine tasks between OC meetings, preparing meeting agendas, and providing guidance to the executive offices. The EC includes the two co-chairs and five additional OC members, with two- year terms, which can be renewed once by a majority vote of the OC.

Executive Offices:

THE HEALTH CAPTAINS CLUB will be coordinated by Executive Offices (EO`s) of local Club Chapters, which staff the OC in performance of its duties. The OC will establish five EO´s, which are located in the  European Union (Berlin), USA (San Diego), Asia, Africa and India. The EOs’ responsibilities include meeting organization; community coordination; coordination of writing of community outputs (e.g., reviews, commentaries, white papers); coordination of interactions with companies; supporting interaction with funders; triage of press inquiries; triage of community inquiries; registry and tracking of projects; and registry and tracking of members. Each EO will also take the lead on some general duties, as well as regional activities.

Quorum. A quorum for decision making by the OC will constitute (1) a majority of OC members at an in-person meeting that has been announced to the OC at least one month in advance, or (2) at least 75% of OC members responding by email to a proposed action that has been circulated to the OC. In-Person Meetings can also be held online.

The text is the formal governance of the THE HEALTH CAPTAINS CLUB, as developed by its Organizing Committee, and ratified by it on May 21, 2020.

OC Members

Organizing Committee members. Current co-chairs are noted. (EC members have not yet been chosen by the OC.)

Information Release Policy

All THE HEALTH CAPTAINS CLUB Projects and all other Projects of RÜNJHAID! e.V. will commit to ensuring that data will made available in an open access manner to the maximal extent allowed by ethics (e.g., some metadata may be restricted).

In addition, all THE HEALTH CAPTAINS CLUB Projects will commit to publicly releasing all experimental and computational methods used for data generation and/or analysis and source code for software developed by or for the project.

The Key for THE HEALTH CAPTAINS CLUB is an sustainable Information Release Policy towards the acceleration of value-based innovations and their implementation “from bench to bedside and bedside to bench and civil society”

FUNDERS’ FORUM

THE HEALTH CAPTAINS CLUB develops its strategic membership network and alliance system in close partnership with committed and visionary science funders (“bench”), start-up funders (“bench & bedside”), hospital providers (“bedside”), Health Entrepreneurs and Health Investors across the globe to accelerate the implementation of value-based, patient centric Innovations and for the synchronization of Health Systems supporting the scaling of such value-based solutions. To provide funders with a forum for discussion without blurring boundaries with potential future grantees, THE HEALTH CAPTAINS CLUB will built a Funders’ Forum integrated in its platform. The forum’s goal is to create an organization for interested funders. It is reasonable to expect that at some point in the future, an investment into the platform and the alliance will be required to join the forum, but we believe such restrictions are premature. Ultimately, we expect the funders to define their roles and the forum independently. THE HEALTH CAPTAINS CLUB OC has set up and administers an email list to facilitate discussion among funders and introduces potential funders to this community. Critically, however, the THE HEALTH CAPTAINS CLUB Executive Offices cannot access any of these emails.

The Funders’ Forum consists only of funders, is distinct from the OC, and meets separately. Nevertheless, the forum coordinates with THE HEALTH CAPTAINS CLUB leadership and, ideally, meets with the leadership regularly.

INTERACTIONS WITH OTHER CONSORTIA WHITHIN THE ALLIANCE

More generally, past experience has informed our commitment to technology development, intellectual flexibility, quality control, international collaboration, strong governance, data sharing, clear communication, high ethical standards, and the intention to work collaboratively with supportive funding organizations. Mechanisms developed to ensure multiple opportunities to join THE HEALTH CAPTAINS CLUB and to ensure transparency are key as well.

The Future of Medicine and Care is international and we invite to our platform to accelerate towards HEALTH 4.0 faster and more sustainable. We believe deeply in the synchronization with other Initiatives, Think-Tanks, Conferences, Consortia and Alliance Systems to scale value-based and patient centric solutions together for the benefit of patients and civil society.

PUBLIC ENGAGEMENT

Public engagement throughout the course of THE HEALTH CAPTAINS CLUB Alliance in Europe and beyond will be essential to achieve the goals of RÜNJHAID! e.V.. The Alliance will better thrive with public support and involvement, and patients and the public should be engaged and integrated as members of THE HEALTH CAPTAINS CLUB in all aspects of THE HEALTH CAPTAINS CLUB in a sustained manner. Thus, THE HEALTH CAPTAINS CLUB community must empower an ongoing dialogue between researchers, funders, patients, and the public throughout its multi-professional, mulit-sectoral and multi-stakeholder membership network and alliance system.

Public engagement activities will take a wide range of forms and methods — from traditional didactic formats to immersive citizen-science approaches contributing to the research, medicine and care itself. In addition to traditional outreach strategies (such as press campaigns) and digital resources, such as THE HEALTH CAPTAINS CLUB website (https://healthcaptains.club) and YouTube channel might include:

  • involving the public in the research through citizen-science initiatives and knowledge-input towards health policy
  • generating a data portal for the general public to facilitate exploration, including with emerging Virtual Reality applications;
  • featuring the THE HEALTH CAPTAINS CLUB at festivals and in exhibition and event programs in partner localities;
  • establishing artist residencies and similar partnerships with members of the creative industries
  • For any project of the magnitude and ambition of THE HEALTH CAPTAINS CLUB the general public must be considered a target stakeholder community. An important aspect is making the fundamental principles and motivations for sustainablity of science, medicine & care as accessible as possible, both via major media outlets and through social media.

II. GOVERNANCE of RÜNJHAID! Freundeskreis der nordfriesischen Seefahrerinseln Föhr, Amrum, der Halligen, Sylt, der Insel Kos und der Medicinale e.V.

Organs of the association

Organs of the association are the general meeting and the executive committee.

Ordinary General Meeting

  1. The general meeting is to be convened at least once a year by the executive committee, observing a notice period of two weeks, by personal invitation by simple letter or by e-mail to the last known address of the members. The general meeting is chaired by the chairman or, in his absence, by a deputy chairman.
  1. The invitation to the general meeting must include the agenda determined by the executive committee. Each member can submit motions to the agenda, which must be submitted in writing to the executive committee at least one week before the meeting.

Resolutions of the General Meeting

  • The general meeting is responsible for the tasks assigned to it under these statutes and all other matters, unless they are the responsibility of the executive committee. The general meeting decides in particular on:
  • Approval of the annual business plan drawn up by the Executive Board,
  • Acceptance of the statement of accounts of the Executive Board,
  • Ratification of the actions of the Executive Board,
  • Adoption and amendment of the contribution rules,
  • Election and dismissal of the members of the Executive Board,
  • Election of two auditors,
  • Changes to the statutes and changes to the purpose of the association,
  • Decision on the appeal against the rejection of an application for admission and a decision of exclusion by the board of directors,
  • Dissolution of the Association.
  • Resolutions and elections are carried out by open ballot, unless one third of the members present request a secret ballot.
  • Resolutions shall be adopted by a simple majority of the votes represented at a meeting, unless these statutes provide otherwise. They must be recorded in the minutes. The minutes must be signed by a member of the board.
  • Changes of the statutes or additions to the purpose of the association require a majority of 2/3 of the represented voting rights. About these changes can only be decided if they are announced with the agenda.

Extraordinary General Meeting

An extraordinary general meeting must be convened if the board of directors or members who hold at least 15 percent of the total voting rights currently in existence demand it. The rules of the ordinary general meeting apply to the extraordinary general meeting.

Board of Directors

  1. The Board of Directors consists of the Chairman (President) and up to two deputies (Vice-Presidents).
  1. The Board of Directors elected by the General Assembly of Members is elected for a period of five years, calculated from the day of the election. It remains in office until a new election is held. If a member of the Board of Directors resigns during the term of office, the Board of Directors will elect a substitute member for the remainder of the term of office of the resigned Board member. If the chairman resigns prematurely, the general meeting shall elect a new chairman for the remainder of the term of office.
  1. Within two weeks after the complete constitution, the Board of Directors elects the Chairman of the Board of Directors as well as his first and, if necessary, second deputy. If the board members cannot agree on a chairman within this time, the general meeting of the association decides. The term of office of the board of directors is five years after the foundation of the association, thereafter the regular term of office is five years after the complete constitution. If the association has at least 150 members, the board of directors can be supplemented by 2 additional elected board members at the beginning of each term of office upon resolution of the general meeting.
  2. An early dismissal of the board members is only possible for important reasons by the general meeting.
  3. A board member who has rendered outstanding services to the association and its purposes may be appointed honorary president by the general meeting upon resignation from office at the proposal of the board. An honorary president enjoys the same rights as honorary members.

Division of the Executive Board

The executive committee is active in an honorary capacity, expenses incurred in the performance of its duties may be reimbursed. The association is represented in and out of court by the chairman and a deputy chairman or by two deputy chairmen. If the board of directors consists of only one member, this member is entitled to represent the association in and out of court.

  • The Board of Directors of the association has in particular the following tasks:
  • The convening and preparation of the general meeting including the preparation of the agenda,
  • The execution of resolutions of the general meeting,
  • The management of the association’s assets and the preparation of the annual report,
  • Resolution on the admission and exclusion of new members,
  • Granting of exceptions to the contribution rules
  • For operational activities and current business, the board of directors may appoint a management and, for special tasks, set up committees which are headed by a member of the board of directors. The board of directors may issue rules of procedure to regulate the tasks and duties of the management. If a management has been appointed, a member of the board and a member of the management may jointly represent the association. In this case, the details shall be governed by a separate agreement to be concluded. The management of the association regularly participates in the board meetings.
  • The board of directors may appoint an honorary advisory board, which is chaired by a member of the board of directors.

Resolution of the Executive Board

  1. The Board of Directors decides in meetings convened by the Chairman or, in his absence, by a Deputy Chairman by simple letter or by e-mail. A notice period of two weeks must be observed.
  1. Decisions can also be made by written procedure or by e-mail if at least half of the members agree.
  2. The executive committee has a quorum if at least half of its members are present. The majority of the valid votes cast is decisive for the passing of resolutions. In the event of a tie, the chairman’s vote is decisive.