Articles of association

CHAPTER I
GENERAL DECISIONS

The Association is known under the name: The Netherlands-Polish Business Club Wielkopolska, hereafter called “Association” .
 
The Association’s official seat  is Poznan. Its activities take place on the territory of  the Republic of  Poland.

The Association is established for an unlimited period

The Association forms a legal entity.


CHAPTER II
OBJECTIVES AND MEANS

The Association’s objectives are:

the integration of  Dutch entrepreneurs and employees in Poland,
the development of economic, cultural and scientific cooperation between Poland and the Netherlands,
the development of regional cooperation between Poland and the Netherlands,
the support of business activity of Dutch entrepreneurs in Poland and Polish entrepreneurs in Netherlands,
the representation of Dutch entrepreneurs in Poland and of Polish entrepreneurs in the Netherlands in their contacts with authorities, representative organizations and any other institutions.

The Association is accomplishing its objectives through:

the promotion of Polish and Dutch tradition and culture by organizing lectures, courses, conferences, seminars, competitions, meetings and receptions,
the organization of cultural events, particularly for Dutch citizens in Poland,
the promotion of culture, tradition and Dutch history in Poland,
the promotion of culture, tradition and Polish history in the Netherlands,
the cooperation with cultural events, representative organizations concerning similar objectives,
commercial consultation in the Republic of Poland Republic and the Kingdom of Netherlands

CHAPTER III
MEMBERS, RIGHTS AND OBLIGATIONS

Members of the Association can be physical and legal persons. A legal person can only be a Supporting Member of the Association.

The Association has the following Members:
a) Ordinary,
b) Supporting,
c) Honorary

An Ordinary Member of the Association can be every physical person, accepted by a resolution of the Board, that:
a) is based on a written request of the potential member,
b) supported by a positive opinion of at least two Ordinary Members.

A Supporting Member of the Association can be a physical or legal person by declaring financial or material support to the Association for accomplishing its objectives.
 
A physical person who delivered an outstanding contribution to the activities and to the development of the Association can be granted the honorary membership of the Association.

Ordinary Members rights in particular are:
active and passive voting,
participation in all the Association’s activities,
participation in all meetings, lectures and events organized by the Association,
submitting motions to the Association’s Representative Bodies.


Ordinary Members duties in particular are:
implementing the provisions of the Articles of association and resolutions of the Association’s Representative Bodies,
active participation in realizing the Association’s objectives.
regular payment of membership fees.

Supporting Members have the same right as Ordinary members, except active and passive voting rights


Honorary members are exempted from the payment of membership fees.

Termination of membership occurs:
after a written resignation letter issued by the Board,
after a resolution of the Board:
because of serious violation of the Association’s Articles of Association or the Board’s resolutions,
because of not paying the membership fees, within half a year after the date due,
because of a written request of at least three Members.
lapse of legal ability or deprival of civil rights
after the member’s death or liquidation of the legal entity by legal persons.

Resolutions concerning membership issues may be appealed to the Association’s General Meeting. The resolution of the General Meeting is considered to be ultimate.

CHAPTER IV
REPRESENTATIVE BODIES OF THE ASSOCIATION

1.  The Association’s bodies are:
a) General Meeting ,
b) Board,
c) Auditing Committee

2. The term of the Association’s Bodies last for three years, and their election takes place through secret voting with an absolute majority of the votes. Elected Members for representative bodies can perform the same function for not longer than two terms.

3. Resolutions of affiliating all authorities are falling with ordinary majority of voices at the participation as least fishing for authorized members to voted, unless more further decisions of the statute are determining differently.

4. The General Meeting is the sovereign and highest authority of the Association and is formed by all the Association’s Ordinary Members. Participation in General Meetings can take place:
a) with a determining agenda (voting) – only Ordinary Members
b) with a consulting and no-voting agenda: all members and invited guests.

5. The General Meeting can have an ordinary or an extraordinary status.

6. The General Meeting is convoked by the Board at least once a year. The Board is informs the members at least 14 days before the meeting takes place, with the notification of date, time and location of the meeting.

 
7. An extraordinary General Meeting can take place at any time, if necessary. An extraordinary General Meeting is convoked by the Association’s Board, by the Board’s own initiative, through a motion of the Auditing Committee or by at least one third of the ordinary members.

8. Resolutions by the General Meeting need the approval with an absolute majority of votes in the presence of at least half of the members. The voting is open.

9. The tasks of the General Meeting are:
a) giving directions to undertake the Association’s actions,
b) altering the Articles of Association,
c) approval and dismissal the Board and the Association’s representative bodies,
d) approval of the Auditing Committee’s reports,
e) review of the Board’s operations and reports,
f) approval of the budget,
g) determination about the membership fees and all other benefits of  the Association,  
h) granting Honorary Membership,
i) consultation and approval of reports of representative bodies,
j) review of conclusions and requests from members or representative bodies,
k) review of appeals concerning decisions of the Board
l) approving a resolution concerning the termination of the Association
m) approval of any resolution brought forward by any member and/or body concerning business not falling under the jurisdiction of  a particular Representative Body.

10. The Board is obliged to take all necessary actions concerning the entire activities of the Association according to the resolutions of the General Meeting.

11.  The Board represents the Associations externally. Declarations of will on behalf of the Association, undertaking obligations and signing documents require at least the approval of two Board members, including the Chairman

12. The Board consists of 3 to 7 persons including the Chairman and Vice-chairman.

13. Board meetings take are convoked by one of the Board members when needed.

14. The tasks of the Board are:
a) managing the day to day activities of the Association,
b) executing resolutions of the General Meeting,
c) executing work schedules and preparation and monitoring of the budget,
d) management of Association’s property and assets,
e) executing resolutions about purchasing and selling assets,
f) representation of the Association,  
g) convocation of the General Meeting in accordance with the Articles of Association
h) executing resolutions concerning membership issues

15. The Auditing Committee is appointed for exercising the general control on the activities of the Association.

16. The Auditing Committee consists of 3 to 5 persons, including a chairman, a substitute and a secretary.

17. The tasks of the Auditing Committee are:
a) general control on the activities of the Board,
b) presenting to the Association’s Board the conclusions and recommendations of the executed control,
c) presenting the Auditing Committee’s findings to the General Meeting.


18. In case of resignation of one of the members of one of the Association’s Representative Bodies during his or her term, that body shall be replenished  by the persons previously to be elected for that position in the order of the number of votes received In this mode it is possible to appoint not more than half of the composition of the particular body.

CHAPTER V
THE ASSOCIATION’S ASSETS

1. The Association’s assets sources are:
a) membership fees,
b) donations, inheritances and legacies,
c) subsidy and grants.

2. The Association’s administration should be in accordance with the national legal regulations.

CHAPTER IX
FINAL PROVISIONS

1. Resolutions of the General Meeting concerning the alteration of the Articles of Association and the termination of the Association require a majority vote of at least two third  of the votes cast in the presence of at least half of the members.


2. A resolution about the termination of the Association requires simultaneously a resolution about the way of liquidation and the dedication of the Association’s assets.

3. In case of any event, not covered by these Articles of Association the Act on Associations apply.