Association Bylaws
The Centre for Education and Entrepreneurship Support
Text adopted by the Extraordinary General Assembly
of the Members of the Association
Resolution No. 03/2012 dated November 28, 2012
Rzeszów 2012 r.
Association Bylaws
The Centre for Education and Entrepreneurship Support
Chapter 1
General provisions
§1
The association “The Centre for Education and Entrepreneurship Support” hereinafter called “the Association” is a voluntary association of persons engaged in the support of science and enterprise development. The Association is a voluntary, self-governing, sustainable, non-profit association. The Association unites individuals and legal entities including persons conducting business activities.
The Association is a non-governmental organisation.
§2
1.The Association shall operate in the territory of the Republic of Poland and abroad.
2.The registered office of the Association shall be located in Rzeszów.
3.The Association has the right to use the seal and the trademark. The right to use the trade name and the logo is reserved and only the Association is entitled to this right.
§3
The Association acts on the basis of Polish law, particularly, pursuant to the Parliamentary Act of April 7, 1989 Law on Associations (Journal of Laws, No. 20, item 104, as amended) and the Bylaws of the Association. The association has is a legal entity.
§4
1.The Association bases its activity on the social work of its members.
2.The Association can hire employees, including the members of the association, in order to achieve the aims of the Bylaws of the Association.
3.The Association can be a member of Polish and international organizations with the same or similar activity profile.
§5
1. The Association can conduct business activities under general principles specified in separate regulations. Business activities include (as described in Classification of Economic Activities):
– activities of other membership organisations;
– other printing;
– other retail sale not in stores, stalls or markets;
– computer consultancy activities;
– data processing, hosting and similar activities;
– other activities supporting financial services, except for insurances and pension fund;
– renting and operating of own or leased real estate;
– public relations and communication;
– business and other management consultancy activities;
– scientific research and development work in the field of other natural and technical sciences;
– scientific research and development work in the field of other social sciences and the humanities;
– the activity of advertising agencies
– researching the market and the public opinion;
– other professional, scientific and technical activitiesnot elsewhere classified;
– other extramural education not elsewhere classified;
– the activity supporting education.
2. The Association can conduct business activity solely in the with the purpose of achieving the aims stated in the Bylaws of the Association. All the earnings from business activity of the Association serve the achievement of the aims stated in the Bylaws and cannot be divided between its members.
Chapter II
The aims and principles of the Association.
§6
The aims of the Association are:
1. Activity supporting economic development, including the entrepreneurship development.
2. Activity supporting the development of technology, inventiveness and innovation, as well as spreading and introducing new technical solutions in business activity.
3. Activity supporting science, higher educational system and education.
4. Active educational and advisory help for companies and persons interested in cooperation with the Association.
5. Activity for the benefit of persons in retirement age.
6. Promotion of ecology and environmental protection.
7. Contributing to the development of the region, including the actions compliant with the concept of balanced development.
8. Promotion of contemporary education and entrepreneurship, among others through organizing seminaries, conferences and thematic lectures as well as training workshops.
9. Promotion and realization of scientific projects, and projects supporting entrepreneurship and education.
10.Organization of overseas trips and integrative camps.
11.Conducting consulting studies.
12.Representation and protection of economic interests of the Members of the Association.
13.Mutual assistance and creation of environmental and social bonds, in particular through creation of a lobby consisting of entrepreneurs united in the Association; helping the Members of the Association in solving economic, organizational and law issues connected with taking up and conducting their economic activities.
14.Collaboration with authorities and executive bodies in the area of creating favourable conditions for economic activity.
15.Creation of common prestige and strength of the group of the Members of the Association, and spreading the principles of the code of ethics among its members.
16.Running the training, cultural, sport, tourist and integrative activity of the Members of the Association.
17.Supporting social activity and integration among the inhabitants of the region; promotion of open-mindedness and tolerance.
§7
The Association achieves its goals by:
1. Having experts, scientists, artists and economic, cultural and scientific institutions among its ranks.
2. Running educational, journalistic, publishing, marketing, advisory, scientific and advertising activities.
3. Supporting the development of entrepreneurship and economic initiatives.
4. Popularization of knowledge about the development of contemporary science and entrepreneurship.
5. Organization of trainings, seminars, conferences, discussions, lectures and integrative camps.
6. Collaboration with authorities, institutions and organizations interested in the activity of the Association.
7. Collaboration with domestic, overseas and international associations, institutions, entities and foundations with similar activity profile.
8. Defending businesses of the Members of the Association, and giving them recommendations.
9. Participation in public consultations and delegating its representatives to the advisory organs of the local government and public administration.
10.Preparing and submitting opinions, experts’ studies and questions concerning the environment of entrepreneurs to the local government and public administration.
11.Collaboration with the local government and public administration in implementation of undertakings important for the region and for the Members of the Association.
12.Assessment and recommendation of entrepreneurial projects prepared by the Members of the Association.
13.Conducting mediations among the Members of the Association in the outside conflicts.
14.Establishing new contacts with economic, industrial and custom chambers, and organizations characterized by a similar range of actions, and maintaining these contacts.
15.Organization of meetings, banquets, exhibitions and promotional events.
16.Promotional activity aiming at gaining potential sponsors and donators for the Association.
17.Charity activities.
18.Establishing and running the system of information in the Association which helps in making professional contacts.
19.Gaining and using external means to implement the tasks of these Bylaws including domestic and foreign funds available within the frame of aid programmes.
§8
For realization of its targets, the Association can also:
1.Conduct scientific researches.
2.Organise scientific conferences.
3.Preparing, administrating and managing the programmes or projects belonging to other organizations, institutions, groups of professionals and informal groups.
§9
1.For the improvement of its activities, the Association can appoint sections as a functional and organizational specialized units dealing with particular field of activities of the Association. The conditions of creating such units shall be determined by the Board in an appropriate resolution.
2.These sections do not have their separate legal personalities and work only as a part of the Association. They can only use their own name next to the name of the Association.
3.A section is governed by a leader.
4.A section and its leader are appointed by the Board of the Association.
Chapter 3
Members, rights and obligations
§10
The Members of the Association are:
1.Ordinary Members
2.Honorary Members
3.Supporting Members
§11
1. An ordinary member of the Association can be a natural person – a Polish citizen or a foreigner having a permanent residence in the territory of the Republic of Poland, who:
a)has full legal capacity,
b)enjoys full civil rights,
c)identifies themselves with the statutory aims of the Association,
d)pledges to fulfil them,
e)submitted a declaration of membership.
2.The acceptance to the Association must be preceded by the recommendation of at least two current members of the Association.
3.The Membership of the Association becomes effective after being signed on the list of the members of the Association.
4.The registration and removal from the list of the Association is made by the Audit Committee of the Association.
5.The Audit Committee of the Association through the resolution makes the decision about the registration on the list of the members after becoming acquainted with the content of the declaration.
6.The Audit Committee of the Association can refuse to accept a candidate, who does not agree to abide the Bylaws of the Association and/or who does not fulfil the conditions of becoming the member of the Association, or who violated the principles of professional ethic in their former professional activity.
7.The decision refusing the registration of a candidate can be appealed to the General Assembly of the Members of the Association. The decision of the General Assembly is final.
§12
1.An honorary member of the Association can be a natural person who has rendered acknowledged eminent service to the Association. The honorary membership is granted by the Audit Committee of the Association.
2.An honorary member of the Association is exempted from the obligation to pay a membership fee.
3.A supporting member can be a natural or legal person who is running a registered business activity or is a shareholder in a commercial company. A supporting member can be also other legal person.
§13
1.A member being a natural person fulfils their obligations and rights in person.
2.An honorary member exercises their rights in the Association in person.
3.A supporting member exercises their rights in the Association in person or by a proxy.
§14
The Members of the Association have the right to:
1.Vote and be elected to the organs of the Association based on the rules specified by the herein Bylaws of the Association. The honorary and supporting members of the association cannot become a candidate in an election.
2. Participate in the work of the Association.
3. Use the devices, services and help of the Association.
4. Receive the annual report on the work of the Association, its organs and units, and on the business activity.
§15
Membership in the Association expires in the case of:
1.A voluntary letter of resignation to the Board of the Association,
2.Death or loss of the legal personality,
3.Depravation of public rights,
4.Removal by the resolution of the Board due to the delay in payment of annual fees longer than 6 months,
5.Being expelled from the Association by the resolution of the Board due to:
a)violation of the statutory rules, not obeying the resolutions or regulations,
b)acting to the detriment of the Association,
6.A member of the Board or the Audit Committee cannot be excluded from the Association before the former dismissal from the members of the Board or Audit Committee.
7.The membership ceases after the removal from the list of the members.
§16
The Members of the Association are obliged to:
1.Obey the statements declared herein, regulations issued on its foundation and resolutions of the authorities of the Association.
2.Provide the authorities of the Association with the information concerning the scope of their economic activity in the area necessary to achieve its aims. This obligation does not concern the honorary and the supporting members of the Association.
3.Contribute a one-time registration fee and pay an annual membership fee until 30th of June for the given year. The newly admitted members shall pay the membership fee within three months from the moment of being signed on the list of the members of the Association. The amount of the registration fee and the annual contribution is determined by the Audit Committee of the Association.
§17
The Members of the Association have the exclusive right to refer to the membership in the Association in their business activity, correspondence, forms, advertisements and products.
Chapter 4
Bodies of the Association
§18
The bodies of the Association are:
1. The General Assembly,
2. The Board,
3. The Audit Committee.
§19
1. The resolutions to the legislature of the Association, the selection of the members of the Board and the Audit Committee, unless the Bylaws of the Association provide otherwise, are adopted in an open voting by a simple majority of the votes cast. The gathered may decide upon voting through a secret ballot.
2. In the event of absence of a quorum at the first session of the Members of General Assembly, the Board, or the Audit Committee, 30 minutes later the second session is held, in which the voting occurs by a simple majority of the votes regardless of the number of people present. This also applies to voting in the elections for the governing members of the Association.
3.In the case of resignation, dismissal or death of a member of the Board or the Audit Committee during their term, the composition of these authorities is supplemented from the non-elected candidates, in the order of obtained votes. The number of government members co-opted this way may not exceed 1/3 of the total members elected. The resolution on this matter is made by the organ of which the person is a member.
The General Assembly of the Members of the Association
§20
1. The General Assembly of the Members of the Association is the highest authority of the Association consisting of all the members.
2. The General Assembly of the Members of the Association makes decisions in the form of resolutions.
§21
1. The session of the Members of the General Assembly may be ordinary or extraordinary.
2. The session is usually held once a year and is convened by the President of the Association on June, 30th, at the latest. The purpose of the General Meeting of Members of the Association is to consider and approve the reports of the Board and the Audit Committee on the activities of the Association.
3. Extraordinary sessions are convened in case of emergency by the President of the Association on their own initiative or at the request of the Board, the Audit Committee or by 20% of the members.
4. If the President is unable to convene a General Assembly of Members of the Association or is unwilling to do so, it is convened by the Board, the Audit Committee or by 20% of the members.
5. The Board shall notify the members of the place, date and agenda of the General Assembly of the Association, providing notice in person, by post or email, at least 14 days prior to the meeting.
§22
1. Resolutions of the General Assembly of the Members of the Association are adopted by a simple majority of votes, as long as the Bylaws of the Association provide otherwise.
2. The validity of the resolutions of the General Assembly of the Association require the presence of half of the ordinary members
3. During the session a member shall have one vote.
§23
1. The exclusive responsibilities of the General Assembly of the Members of the Association are:
a) Enactment and amendment of the Bylaws of the Association.
b) Adoption of policies of the Association and annual business-financial plans.
c) Approval of the annual reports of the statutory and economic business and acknowledges the fulfilment of duties by the Board.
d) Election of the President of the Association.
e) Providing a vote of confidence to the President of the Association.
f) Selection of the members of the Board and the Audit Committee of the Association.
g) Dismissal of the individual members of the Board.
h) Dismissal of the individual members of the Audit Committee.
i) Adoption of the regulations of the government of the Association.
2. The proposal for a case referred to in section 1, point e can be submitted and voted for only after indicating a successor.
§24
The works of the General Assembly are directed by the Chairman, and recorded by the Secretary, elected each time by the members of the General Assembly.
§ 25
The members of the government are elected by the General Assembly of the Association for a six-year term.
The Board of the Association
§26
The Board of the Association is authorized to decide on all matters not reserved herein for other bodies.
§27
1. The Board may consist of three to five people appointed for a joint term. The Board comprises of the President, Vice-Presidents and the Secretary.
2. The Board is constituted at its first session and works under the rules adopted by the General Assembly of the Association.
§28
1. The President directs the work of the Board and chairs its meetings.
2. The Board represents the Association on the outside.
3. The sessions of the Board are held at least once a quarter.
4. The President has the right to veto resolutions and decisions of the Board they deem contrary to the law, the Bylaws or the policy of the Association. The President veto’s consequence puts the resolution or decision of the Board into the hands of the Audit Committee.
5. The rules of the operation of the Board are set by the General Assembly of the Association.
§29
1. In case of resignation of a member of the Board or if for any reason they are unable to perform their duties until the end of term, the Audit Committee of the Association choose a temporary member from among people having the right to be elected, to act until the next session of the General Assembly of the Association
2. The Board cannot have more than two temporary members.
3. If the case indicated in section 1 shall apply to the President, an extraordinary session of the General Assembly of the Association shall convene immediately, the Chairman of the Audit Committee of the Association will entrust the responsibilities of the President of the Association to the Vice-President or one of the members.
§30
The Board shall exercise direct supervision over the units of business activity of the Association and appoint the heads of these units.
§31
All members of the Board are individually entitled to make declarations on behalf of the Board.
The Audit Committee
§32
1. The Audit Committee of the Association consists of three members.
2. The Audit Committee nominates a Chairman, a Vice Chairman and a Secretary among its members
3. The members of the Audit Committee may not be included in the Board of the Association.
§33
The Audit Committee is an organ of the Association acting under the rules adopted by the General Assembly of the Association.
§34
The Audit Committee:
1. Presents the observations and comments concerning the activities of the Association to the Board.
2. Submits reports to the General Assembly on its activities and the results of the financial inspection, and submits a proposal on granting an acknowledgement on fulfilment of duties to the Board.
3. To the exclusive duties of the Audit Committee belong:
a) Making decisions on acceptance, refusal of acceptance and removal from the list of members.
b) Establishing membership fees.
c) Settlement of the President’s veto.
d) Selecting a temporary member of the Board.
§35
1. The sessions of the Audit Committee are held as necessary, but no less than once a year.
2. The President of the Association may request the Audit Committee to conduct thematic scrutiny.
3. The Audit Committee may be assisted by non-members of the Association; the cost of such shall be covered by the Association.
Chapter 5
Property of the Association
§36
1.The property of the Association shall be composed of the funds collected on bank accounts, in the cashbox of the Association, and tangible and intangible assets, acquired during the term of the existence of the Association.
2.The Association shall conduct the finance and accountancy according to the law provisions.
3.The property of the Association will serve only to meet the objectives set forth in the Bylaws of the Association and defray the essential expenses.
4.The Board shall manage the funds and property of the Association.
§37
The property of the Association shall be composed of:
1.Membership fees,
2.Grants; subventions; donations,
3.Incomes from fund raising, auctions, tenders, public generosity,
4.Incomes generated as a result of the Association’s activities.
§38
All revenues and expenditures of the Association must be presented in the annual report of the Management Board submitted to the General Assembly of the Members of the Association. The Board shall present this report to all the Members 14 days (at the latest) before the date of an ordinary session of the General Assembly of the Members of the Association.
§39
The Audit Committee can request the Board to prepare and submit the report comprising a shorter period and at other time than specified in § 21 section 2. In the event the Management Board does not comply with the request within one month of this application, the Chairman of the Audit Committee shall convene the extraordinarysession of the General Assembly of the Members of the Association.
Chapter 6
Final provisions
§40
1. A resolution amending the Bylaws of Association or terminating the Association can be passed by the General Assembly of the Members of the Association by the majority of 2/3 votes when at least half of the members entitled to vote are present.
2. During the second meeting, the resolution mentioned in section 1 may be passed regardless of the number of the Members present.
3.The resolution concerning the termination of the Association shall specify the procedure of liquidation and the proceedings related to the properties of the Association.
4. The General Assembly of the Members of the Association, after passing the resolution of the liquidation of the Association, shall appoint the liquidators to conduct the liquidation procedure according to the valid regulations.