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Articles of Association of Education and Science Association – consolidated version from 17 November 2009

Chapter 1
General provisions
§1

The name of the Association is
Education and Science
Hereinafter referred to as „the Association”.

§2

The Association functions on the base of the provisions of The Association Law of 7th April 1989 (Journal of Laws Dz.U. No 20, item 104, with subsequent amendments) and has legal capacity.

§3

The Association functions on the territory of the Republic of Poland and abroad. Registered office of the Association is located in Warsaw.

§4

The functioning of the Association bases on social work of the members. For the management of it’s own matters the Association shall have the right to employ workers.

§5

The Association shall have the right to use badges and seals on the rules detailed in specific provisions.

§6

The Name and the Mark of the Association are proprietary.

Chapter II
Aims and methods of action

§7

The aim of the Association is:

  1. supporting education, science and culture,
  2. aligning chances in the access to education,
  3. improvement of the quality of education,
  4. occupational development,
  5. supporting modern forms of education,
  6. spreading Polish culture and national heritage between the borders of the country and abroad,
  7. supporting and reintegration of people endangered by pathology, poverty and social exclusion (the unemployed, the elderly, repatriates, refugees, national minorities and so on),
  8. popularization of physical culture, sport and tourism.

§8

The Association realized it’s aims by:

  1. organisation and realisation of educational ventures in continual form,
  2. financial support of educational projects,
  3. organisation and realisation of educational projects, science projects, cultural projects and tourist ventures,
  4. establishing of scholarships,
  5. giving material help to education outposts,
  6. support and organization of sport events,
  7. realisation of educational projects, cultural projects and investigational projects, both Polish and foreign, especially related to protection and advancement of polish culture and history,
  8. realisation of investigational and educational programes from the range of prevention and counteraction of detrimental and pathological social phenomenons.

Chapter III
Members, their right and obligations

§9

  1. The members of the Association can be human legal persons.
  2. Legal person can be only a supportive member of the Association.

§10

  1. full members,
  2. supportive members,
  3. honorary members.

§11

  1. A full member can be human legal person which has complete legal capacity and is not infamous.
  2. A supportive member can be a legal person interested in the operations of the Association, which declared financial or material help in aid of the Association. A legal person acts in the Association through his or her representative.
  3. A honorary member can be a private person especially well-earned to the Association, which contributed to the idea of the development and realisation of the statutory aims of the Association.
  4. Full members and supportive members are admitted by resolution by the General Board, on the base of written declaration.
  5. The title of a honorary member is awarded by the General Meeting upon application of the General Board.

§12

  1. A full member of the Association shall have the right to:
    1. active and passive participation in the election of all the authorities of the Association,
    2. participation in the General Meeting of the Members,
    3. speak out and express opinions in all the issues concerning the operation of the Association,
    4. participation in all forms of activity contributing to the realisation of the statutory aims of the Association,
    5. use of appliances and acquiring benefits and help from the Association,
    6. participation in forming and realisation of the program of the Association.
  2. A full member shall have the duty  to:
    1. comply with the provisions of the Articles of the Associations and regulations and resolutions of the authorities of the Associations,
    2. regular defrayment of contributions and other money considerations in aid of the Association,
    3. behaving in private and professional life in the way that does not offend the dignity of the member of the Association, especially without even indirect participation in ventures which are against the aims of the Association.

§13

  1. A supportive member shall have the right to take part – in an advisory capacity – in statutory authorities of the Association,
  2. A supportive member has the duties specified in § 13 paragraph 2 subparagraph 1) and 2),
  3. A honorary member of the Association has all the rights which accrue to full members, with the exception of active and passive voting right.

§14

  1. Membership in the Association determines as a result of:
    1. resolution of the Board about exclusion from the Association due to voluntary resignation from the affiliation to the Association, reported in a written form to the Board
    2. death of a member or a los of legal personality by a supportive member,
    3. cancellation from the list of the members due to unjustified default in defrayment of member’s contributions or other money considerations for longer than 12 months,
    4. cancellation from the list of the members if one’s actions in private or professional life offends the dignity of the member of the Association.
  2. A person excluded or cancelled has the right to make an appeal to the General Meeting of the Members within 30 days from the date the regulation was delivered.
  3. To people who have been refused the right of membership the principles specified in paragraph 2 shall be applied.

Chapter IV
Association authorities


§15

Authorities of the Association shall include:

    1. The General Meeting of the Members
    2. Main Board
    3. Audit Committee

§16

  1. Term of office of the Main Board and the Audit Committee lasts 6 years, however these authorities are obliged to perform until the time of the constitution of the newly appointed.
  2. The election of the Main Board and Audit Committee is made by the General Meeting of the Members in a secret voting by absolute majority of votes, in the presence of at least a half of entitled members (quorum).
  3. Members elected to the authorities of the Association shall have the right to perform the function for not longer than two terms of office.

In case of resignation, exclusion or death of the member of the Association within the term of office, the manning of the authorities is supplemented by holding an election for an open position.

§17

In case of resignation, exclusion or death of the member of the Association within the term of office, the manning of the authorities is supplemented by holding an election for an open position.

The General Meeting of the Members

§18

  1. The General Meeting of the Members is the highest authority of the Association.
  2. In the General Meeting of the Members take part:
    1. with voting right – full members,
    2. with advisory right – supportive members.
  3. The competences of the General Meeting of the Members shall include especially: 
    1. passing Memorandum of Association and Articles of Association with subsequent amendments,
    2. election of the authorities of the Association, ,
    3. examining and approving the authorities’ raports,
    4. passing a resolution about a dissolution of the Association and allocation of it’s assets.

§19

  1. The General Meeting of the Members can be ordinary and extraordinary.
  2. The Ordinary Reporting General Meeting of the Members is called one a year, until the 31th of March,
  3. The General Meeting of the Members deliberates according to enacted by them regulations of the deliberation.
  4. The deliberation of the General Meeting is led by Presidium consisting of: a chairperson, an assistant and a secretary of the General Meeting of the Members.
  5. The Presidium of the General Meeting is chosen in open voting by absolute majority of votes among the members of the Association who are present and are not included in Audit Committee.
  6. The Extraordinary General Meeting of the Members is called in especially justified cases:
    1. The Main Board on it’s own initiative, on the initiative of the Audit Commitee or on 1/3 of entitled members of the Association,
    2. The Audit Commitee,
    3. About a place, time and agenda of the General Meeting of the Members,
    4. The Main Board shall inform the Members at least 14 days before the date of the Meeting.
  7. The notice given in paragraph 6 is delivered by sending a recorded letter on the address appointed in the declaration of membership or by e-mail if a member has signed an agreement upon it, appointing an e-mail address to which the notice should be sent.
  8. If the number of the Members exceeds 50, the notice is allowed to be delivered by placing an announcement in “Gazeta Wyborcza”, “Rzeczpospolita” or “Życie Warszawy”.
  9. Resolutions of the General Meeting of the Members are passed in open voting by normal majority of votes in the presence of at least a half of the general number of the entitled members, unless the Articles constitutes otherwise.
  10. The Extraordinary General Meeting of the Members deliberates only on the matters for which it has been called.

The Main Board
§20

  1. The Main Board is the authority of the Association. It manages an aggregate of the actions of the Association according to the resolutions of the General Meeting of the Members, represents it outside and is accountable to the General Meeting of the Members.
  2. The Main Board counts from 1 to 3 members.
  3. Persons entitled to represent the Association are: the President of the Main Board independently or two members of the Main Board performing together.
  4. The rules of action of the Main Board are determined by the regulations enacted by the Main Board.

§21

  1. The range of activities of the Main Board shall include:
    1. realisation of the resolutions of the General Meeting of the Members,
    2. establishing a budget of the Association,
    3. managing the assests of the Association,
    4. deciding on a purchase or sale of immovable and movable assets,
    5. deciding on contracting an obligation and expenditure of financial resources,
    6. determining the amount of the membership fee
    7. calling the General Meeting of the Members,
    8. adopting resolutions on the acceptance of the members,
    9. reporting it’s actions to the General Meeting of the Members,
    10. adopting resolutions on exclusion from the Members’ list when the premises occur hereinabove given in § 14 paragraph 1 point 1
    11. adopting resolution on cancellation from the list of the Members of the Association when the premises occur hereinabove given in w § 14 paragraph 1 points 3 and 4.
  2. The resolutions of the Main Board of the Association are adopted with the absolute majority of votes in the presence of at least two members of this body unless the Articles constitute otherwise.

The Audit Committee

§22

  1. The Audit Committee is a body of the Association appointed to control it’s activities.
  2. The Audit Committee consists of 3 members.

§23

  1. The range of activities of the Audit Committee includes:
    1. control over the aggregate of activity of the Association,
    2. coming out to the Main Board with conclusions resulting from the controls conducted,
    3. the right to call the Extraordinary General Meeting of the Members in case of revealing that the Main Board has not fulfilled the obligations specified herein and also the right to call the session of the Main Board,
    4. calling the General Meeting of the Members in case of not having it done by the Main Board on the term specified herein ,
    5. applying to the General Meeting of the Members for granting (or the refusal of granting) the vote of approval to the authorities of the Association,
    6. reporting it’s actions on the General Meeting of the Members,
  2. Resolutions of the Audit Committee are passed with the absolute majority of votes in the presence of at least 2 members of the body.

§24

  1. The members of the Audit Committee shall not function on any other position in the authorities of the Association.
  2. The Audit Committee functions on the base of the regulations it has passed.
  3. The Audit Committee shall have the right to require from the members and all of the authorities of the Association to give written or oral reports concerning the matters under supervision.

§25

In case of the situations specified in § 23 paragraph 1 point 3, the General Meeting of the Members should be called in term no longer than 30 days from the date of reporting a claim and the session of the Main Board should be called no longer than 14 days from the date of reporting a claim.

Rozdział V
Assets ad funds


§26

The assets of the Association include real estates, personal properties and funds.

§27

  1. The sources of gaining the assets of the Association are:
    1. membership fees,
    2. donations, legacies and bequests,
    3. income from a business activity,
    4. income from the assets of the Association,
    5. grants and subventions which stem both the national resources as well as the resources from the international organizations, of which the Republic of Poland is a member,
    6. legally valid damages granted in the decreed criminal cases,
    7. legally decreed remedies for material and immaterial damages, adjudged by the court in civil cases and cases from the employment relationship.
  2. Membership fees should be paid until the end of every quarter of a calendar year. Newly accepted members shall pay fees according to the rules specified by the Main Board within 3 weeks from acquiring a notice of acceptance to the Association.
  3. The Association leads financial economy and accountancy according to the mandatory provisions.

§28

  1. The Association leads a business activity according to the rules specified in the separate provisions.
  2. The income from the business activity of the Association serves to realize statutory aims and cannot be intended to divide between it’s members.
  3. The subject of the business activity includes:
    17.23.Z Production of writing products
    18.11.Z Printing newspapers
    18.12.Z Other printing
    18.13.Z Tertiary activity related to preparing a print
    18.20.Z Reproduction of recorded media
    58.11.Z Publishing books
    58.13.Z Publishing newspapers
    58.14.Z Publishing magazines and other periodicals
    58.19.Z Other publishing activity
    58.21.Z Publishing activity from the range of computer games
    58.29.Z Publishing activity from the range of other software
    59.11.Z Activity related to the production of films, videos and television programs
    59.12.Z Post-production activity related to films, videos and television programs
    59.13.Z Activity connected to the distribution of films, video and television programs
    59.14.Z Activity related to the projections of movies
    59.20.Z Activity on the range of audio and music recordings
    62.01.Z Activity related to software
    62.02.Z Activity related to the counselling on IT
    62.09.Z Other tertiary activity on the range of IT and computers
    71.20.B Other research and technical analysis
    72.19.Z Scientific research and developmental works in the field of other natural and technical sciences
    72.20.Z Scientific research and developmental works in the field of social and humanistic sciences
    73.1 Advertising
    85.20.Z Primary schools
    85.31.A Junior high schools
    85.31.B High schools
    85.32.A Technical colleges
    85.32.B Vocational high schools
    85.41.Z Postsecondary schools
    85.51.Z Extracurricular forms of sport education, sports classes and recreational classes
    85.52.Z Extracurricular forms of artistic education
    85.53.Z Extracurricular forms of education such as driving lessons and pilotage training
    85.59.B Other extracurricular forms of education, not classified elsewhere
    85.60.Z Activity supporting education
    90 Creative activity related to culture and entertainment
    93.19.Z Other activity related to sports
    94.99.Z Activity of other membership organizations, not classified elsewhere.

§29

For the importance of declarations of will as well as all the judicial writs regarding property rights and obligations from the Association is required the performance of the President of the Main Board independently or cooperation of two members of the Main Board.

Chapter VI
Amendments of the Articles of Association and dissolution of the Association

§30

  1. Amendment and passing a resolution on the dissolution of the Association by the General Meeting of the Members shall require qualified majority of 2/3 of votes in the presence of at least a half of the Members entitled to vote (quorum).
  2. Passing the resolution on the dissolution of the Association the General Meeting of the Members specified the process of liquidation and allocating the assets of the Association.
  3. In cases related to dissolution and liquidation of the Association which are not regulated herein, the provisions of the 5th chapter of the Law on Associations of 7 April 1989 (Journal of Laws Dz.U. 1989 No 20, Item 204, with further amendments) shall be applied.
 

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