Original version (polish) in PDF Format:
Statut Stowarzyszenia Europejskiego Klubu Biznesu – Polska
European Business Club Poland Association
(consolidated text of 30 March 2015)
I GENERAL PROVISIONS
The Association is called „The European Business Club Poland Association”. The Association is a voluntary, nationwide organization and in the rest of the Statute referred to as the „Association”.
Association, upon the entry of the National Court Register has legal personality and operates under the provisions of the Act of 7 April 1989 Law on associations (Journal of Laws of 2001 No. 79, item. 855, as amended.) of the Statute and other generally applicable laws.
1. The Association carries out activities in the Republic of Poland.
2. The seat of the association is the city of Warsaw.
The Association may be a member of other national and international organizations, unions and associations.
1. The Association is a non-profit organization. Independently, within the law, sets its objectives, draws up programmes of action and organizational structures for their implementation and forms of realization of statutory tasks.
2. The financial resources of the association shall be used only for the statutory purposes. Activities of the Association are based on the voluntary work of its members.
3. The association may conduct business activity within the limits set by separate regulations, if such a decision is taken by a resolution of the Management Board of the Association. Resolution of the Board will determine the detailed scope of business.
The Association has the right to use its own graphic symbol (logo) and have its own badge.
The Association uses a round seal, oval and a badge with the inscription: European Business Club Poland Association.
The official language of the Association is Polish.
The Association shall be appointed for an indefinite period.
II OBJECTIVES and MEANS of ACTION
The objectives of the Association are following:
1. Supporting the development of entrepreneurship.
2. Inspiring and giving active support to organizations, professional and social movements supporting the development of entrepreneurship, the economy, science, culture and sport.
3. Supporting Polish and international projects aimed at the development and integration of the economy, science, culture and sport.
4. Representing the interests of the members of the Associations outside their countries of origin, in particular co-operation with the legislative and executive authorities of the European Union.
5. Creating conditions for upgrading the professional qualifications and skills of managers, with particular emphasis on the younger generation.
6. Promoting European integration, with particular emphasis on the economy, science and culture.
7. Cultural, scientific and educational activity aimed at entrepreneurs and individual people, who intend to operate a business.
8. Upgrading the knowledge in the area of economics, finance and law of entrepreneurs and people who intend to operate a business.
The Association pursues its objectives through:
1. Promoting the Association’s activity.
2. Fostering civic commitment and the strengthening of relations and co-operation between the members of the Association.
3. The exchange of economic, scientific, legal and cultural information.
4. Organizing international seminars, meetings and conferences with people from business, science and political fields.
5. Supporting the business activity of members of the Association.
6. Shaping and promoting ethics in business.
7. Organizational and legal assistance to the members of the Association who find themselves in a particularly difficult economic and financial situation.
8. Giving opinions and consulting Polish and EU legal regulations aimed at fulfilling the Association’s objectives.
9. Meetings with the representatives of the diplomatic corps, sales representatives, people from science, culture, sport, entrepreneurs, and professionals in the area of economics, law and finance.
The Association in order to achieve its statutory objectives can employ staff.
III RIGHTS AND OBLIGATIONS OF THE MEMBERS
Members of the Association are divided into the:
1. Regular Members
2. Supporting Members
3. Honorary Members
The regular members of the Association are there on a voluntary basis, are not deprived of public rights, of legal age individuals of Polish nationality or foreigners residing in Poland, as well as the foreigners residing outside Polish borders, which support the aims of the Association.
Supporting members may be legal persons.
The General Assembly at the reasonable request of the Board shall have the right to give to individuals who have made outstanding contributions to the Association or its development, honorary membership. An Honorary Member has all the rights of a Regular Member besides suffrage and is exempt from the obligation to pay membership fees.
1. Admission of Members of the Association is based on a resolution of the Board, preceded by the submission of a membership declaration along with the recommendation of another Regular Member of the Association, as well as the obligation to pay the membership fee.
2. Declaration Form and the amount of the annual membership fee is determined by the Board of the Association.
3. About the admission or it refusal to the Association the Board shall notify in writing the person concerned within 30 (thirty) days from the date of the resolution.
4. There is no appeal against decisions of the Board on refusal of admission to the Association.
1. Membership in the Association shall cease as a result of:
1. Voluntary resignation, lodged in writing to the Board.
2. Exclusion by the Board , subject to the provisions of point 2 of this paragraph, due to:
1. acts contrary to the Statute or the resolutions of the General Assembly or the resolutions of the Board,
2. unjustified evasion in the participation in the work of the Association,
3. being in arrears with membership fees for at least 3 (three) months after the end of the calendar year in which the membership fee concerns.
3. The death of natural person or the liquidation of the legal person.
2. When taking a resolution by the Board to exclude a member of the Board from the Association the concerned Board Member shall not take part in the voting.
3. In the Board’s decision to exclude a member, the concerned member is entitled to appeal to the General Assembly within 14 (fourteen) days from the date of delivery of the written reasoned decision of the Board. The decision of the General Assembly is final.
A Member of the Association has the right to:
1. Elect and be elected to bodies of the Association, with the exception of Honorary Member and Support Members.
2. Submit proposals to improve the activities of the Association.
3. Actively participate in the achievement of the objectives of the Association.
4. Wear the badge of the Association.
5. To use all the objects and facilities belonging to the Association and offered benefits in accordance with the principles established by the Board.
A member of the Association is obliged to:
1. comply with the provisions of the Statute, the resolutions of the General Assembly and Board
2. participate in the activities of the Association and support its objectives.
3. pay membership fees on time.
4. evince the concern for the property of the Association.
Honorary members are exempt from the obligation to pay membership fees.
1. Supporting Members of the Association are involved in the activities of the Association through authorized representatives.
2. Regular Members and Honorary Members personally participate in its activities.
IV. AUTHORITIES OF THE ASSOCIATION
Authorities of the Association are:
1. The General Assembly.
2. The Board of the Association.
3. The Audit Committee.
All elected authorities of the Association serve for a 5 (five) year term.
Resolutions of all authorities of the Association are adopted by simple majority votes in presence of at least half of the members entitled to vote, unless further provisions of the Statute provides otherwise.
The highest authority of the Association is the General Assembly.
1. The General Assembly is convened by The Board of the Association by registered mail or electronic correspondence, at least once a year. The notice convening the General Assembly should be sent at least 14 (fourteen) days prior to the scheduled General Assembly of Members and shall include: the date, venue and agenda.
2. The Board of the Association shall, at the request of ¼ (one quarter) of Members of the Association or at the request of the Audit Committee convene an Extraordinary General Assembly, in accordance with the agenda presented by the applicants. The Extraordinary General Assembly cannot change the agenda determined by The Board of the Association. The request to convene the Assembly should be submitted in writing and delivered to the Board at least 45 (forty five) days before the date of the Assembly.
3. The General Assembly should involve at least half of the members entitled to vote on the first date and in the second time limit which may be designated ½ ( half) an hour later the same day, it can effectively deliberate despite the number of members of the Assembly. Regular Members can participate in the General Assembly. Representatives of Supporting Members and Honorary Members of the Association may participate in the meeting in an advisory capacity only.
Competencies of the General Assembly:
1. Adoption of the regulations governing the work of the General Assembly,
2. Discussing and approving of the reports of the Board and the Audit Committee,
3. Granting vote of approval to The Board of the Association and the Audit Committee,
4. Electing and dismissing of members of The Board of the Association and the Audit Committee,
5. Adopting amendments to the Statute,
6. Taking resolutions on participation of the Association in other organizations,
7. Adopting a program of the Association for the next term,
8. Examination of appeals of members of the Association against the resolutions of The Board of the Association,
9. Handling complaints submitted by Members of the Association on the activities of The Board of the Association.
1. Resolutions of the General Assembly are made by a simple majority of votes of at least half of the members on the first date and notwithstanding the number of members present at the second period.
2. The dismissal of the President, Members of The Board of the Association, the Audit Committee and the dissolution of the Association shall require an absolute majority of votes in the presence of half of the Members of the Association for the first time and in the second term the presence of more than half of the members does not apply.
3. Each member shall have one vote.
4. Each General Assembly of Members shall be recorded in writing, signed bya clerk and Chairman of the Assembly.
5. The General Assembly adopts resolutions by open ballot, with the exception of personnel issues.
1. The Board consists of 5 to 16 members, including the President and 2 to 4
2. President and Members of the Board are elected for a five (in words: five) year term and are dismissed by secret ballot by the General Assembly.
3. Vice-Presidents are elected from among members of The Board of the Association at the request of the President. The Board of the Association may dismiss a member of the board from the position of Vice – President and appoint another member for that position.
1. Competencies of The Board of the Association:
1. implementation of resolutions of the General Assembly,
2. admission of new members of the Association and their exclusion,
3. representing the Association and acting on its behalf,
4. managing the current activities of the Association,
5. the convening of the General Assembly,
6. determining the membership fees,
7. granting material and financial prizes, at the request of the President,
2. The Board of the Association appoints the Chapter of Awards, Field committees and experts.
3. The Board of the Association carries out its duties with the assistance of the Office headed by Director of the Office.
4. The Board of the Association at the request of the President shall appoint and dismiss Director of the Office and approves rules of procedure of the Offices.
5. For the validity of the resolutions adopted at the meetings of The Board of the Association 1/2 (in words: one-half) of the current panel of the Board of the Association is required. Resolutions of The Board of the Association are by open ballot, with the exception of personnel issues.
6. Each meetings of The Board of the Association shall be recorded in writing, signed by a clerk and the President of the Board or Vice President conducting proceedings on behalf of the President.
The Audit Committee:
1. The Audit Committee consists of 3 – 5 members elected by the General Assembly for a five-year term.
2. A member of the Audit Committee cannot be:
1. a Member of The Board of the Association,
2. a person remaining of family ties, affinity or subordination from employment.
3. The Audit Committee is constituted at the first meeting after the election, by selecting from among its members the Chairman, the Vice-Chairman and Secretary.
4. The first meeting of the Audit Committee shall be held not later than 14 (fourteen) days from the date of its election.
5. Resolutions of the Audit Committee are valid if they are made in the presence of at least 3 (three) members, including the Chairman or the Vice – Chairman.
1. The Audit Committee shall, at least once a year perform an audit of the activities of the Association, with particular emphasis on financial activity.
2. The Audit Committee is entitled to demand explanations from the Board of the Association on its activities.
3. The Audit Committee submits the proposal to the Members of the General Assembly to give the vote of approval for the Board of the Association.
In case of reduction of the panel of the Association (The Board of the Association and The Audit Committee) during the term balance of the composition may be increased by co-opting. It is done by the other members of the body by resolution, only among members of the Association. In this mode, no more than half of the body can be appointed.
1. Property of the Association arises from membership fees, donations, legacies, income from its own activities, income from the property of association, public generosity and subsidies received according to the principles set out in separate regulations.
2. The Board of the Association manages the assets of the funds of the Association.
3. The President of the Board individually or two members of the Board acting together are entitled to make declarations on behalf of the Association, including concerning property up to the amount of PLN 20.000. The President of the Board with one member of the Board jointly or three members of the Board jointly make decision in cases concerning property for the amount of more than PLN 20.000 (twenty thousand).
4. The Association manages the finances in accordance with applicable regulations.
1. Dissolution of the Association may can take place after the adoption of the resolution by the General Assembly.
2. Adopting a resolution on dissolution of the Association, the General Assembly shall determine the manner of its liquidation and the destiny the Association’s assets .
3. The Board of the Association does the liquidation.
Amendments to the Statute are done by the General Assembly in the form of a resolution by the majority of 2/3 (two thirds) of votes of the members present at the meeting.
In matters not regulated in this Statute, provisions of the Act of 7 April 1989 – Law on Associations (Journal of Laws of 2001 No. 79, item. 855, as amended ) shall be tqaken into account