Statute

Statute of the Alumni Association

(consolidated text after changes made by the Extraordinary General Meeting of Members on February 11, 2023)

Chapter I

General Provisions

§ 1

The Alumni Association, hereinafter referred to as the Association, has legal personality.

§ 2

The name of the Association is legally reserved.

§ 3

The Association’s area of activity is Poland and its seat is Warsaw. The Association may also conduct its activity outside Poland in accordance with the applicable legal regulations and the provisions of this Statute.

§ 4

The activity of the Association shall be based primarily on the voluntary work of its members.
The Association may employ workers to carry out its business.
The President and members of the Board of the Alumni Association may receive remuneration for activities performed in connection with their function.
Remuneration of members of the authorities, the amount of which will be determined by the Management Board by voting by a simple majority of votes, may be paid in various ways, in particular on the basis of an employment contract or a civil law contract for the provision of services (management contract) with a strictly defined scope of duties.
In contracts between the Association and a member of the authorities, the Association is represented by a member of the Audit Committee indicated and elected by way of a resolution of the Audit Committee or a proxy appointed by a resolution of the General Meeting of Members.

§ 5

The Association may use its badges and seal on the principles set out in the specific provisions. The specific provisions shall be adopted by the Board by way of a resolution.

Chapter II

The goals and methods of the Association

§ 6

The goals of the Association shall be as follows:

To promote and conduct activities aimed at the rapprochement of the nations and states of the Republic of Poland and the United States of America by propagating and supporting cultural, scientific, educational, social, informational, and economic activities and exchange programs.
To maintain the relationships established in the US by persons participating in the exchange programs funded by the US State Department after they have returned to Poland.
To develop cooperation programs, covering specific interest of the exchange program participants, to be implemented after their return to Poland.
To actively promote membership in the Association among the participants of exchange programs.
To organize presentations and meetings of participants of exchange programs.
To organize thematic conferences.
To organize projects for regional and local communities.
To promote cooperation between government, self-government and non-government institutions.
To create opportunities for professional development of participants of exchange programs.

§ 7

The Associations achieves its goals by: a) initiating and implementing projects in the fields of culture, science, education, information, economy, and social activities; b) consulting, legal advice, and training; c) cooperation with institutions, organizations, and associations with similar statutory goals; d) organization of conventions, symposia, conferences and workshops; e) cooperation and mutual assistance of the Association’s members, cooperation with other legal and natural persons; f) integration of the Association’s members through social, cultural and recreational activities; g) organizing social campaigns; h) creating educational programs; i) media activity; j) creating task and thematic groups.

Chapter III

Members, their rights and obligations

§ 8

Natural and legal persons may be members of the Association.

§ 9

The members of the Association shall be divided into: a) ordinary members, b) honorary members, c) supporting members.

§ 10

An ordinary member of the Association may be a natural person with Polish citizenship, full legal capacity and not deprived of public rights, who is of legal age and has participated in an exchange program funded by the government of the United States of America. Their admission to the Association shall be made by a resolution of the Management Board.
A honorary member of the Association may be a natural person who has made an outstanding contribution to bringing together the nations and states of the Republic of Poland and the United States of America. Honorary membership shall be granted by the Management Board by way of a resolution.
A supporting member may be a natural or legal person who is interested in the activity of the Association and has declared a financial or material help on its behalf. Supporting membership shall be granted by the Management Board by way of a resolution.
Admission of ordinary members is made on the basis of a written declaration of the interested persons. The model of the declaration shall be adopted by the Management Board.
Admission of honorary and supporting members shall be made by a resolution of the Management Board and a written or oral acceptance of the nominee.
Ordinary members shall have a right to: a) exercise their active and passive electoral rights to the authorities of the Association if they are not in arrears in their membership contribution; b) participate in the activities of the Association; c) submit opinions and requests to the authorities of the Association.
Ordinary members shall be obliged to: a) comply with the statute, regulations and resolutions of the Association’s authorities; b) regularly pay contributions and other benefits to the Association; c) support and actively pursue the objectives of the Association; d) account for tasks carried out for the Association; e) contribute to the growth of the role and importance of the Association with their attitude and action; f) take care of the good name of the Association.

§ 11

The rights of supporting members are set out in § 10 sec. 6 items b-c.
The obligations of supporting members are set out in § 10 sec. 7 (excluding item b).

§ 12

The rights of honorary members are set out in § 10 sec. 6 items b-c.
The obligations of honorary members are set out in § 10 sec. 7 (excluding item b).

§ 13

Membership in the Association shall cease as a result of: a) a voluntary resignation from membership in the Association submitted in writing to the Management Board after prior settlement of all obligations towards the Association; b) the death of a member of a loss of legal personality by a supporting member; c) unjustified default on membership contributions or other obligations for a period exceeding two years; d) exclusion by a resolution of the Management Board.
The Management Board shall adopt a resolution to exclude a member in the case of: a) acting to the detriment of the Association and its good name; b) conviction of a member by a valid verdict of any deliberate offense; c) unfriendly conduct towards other members of the Association.
The resolution of exclusion shall indicate the date of exclusion.

Chapter IV

Authorities of the Association

§ 14

The authorities of the Association are: a) the General Meeting of Members; b) the Management Board; c) the Program Council; d) the Audit Committee.
The term of office of the Management Board, Program Council and Audit Committee is 4 years. They shall be elected and dismissed by the General Meeting of Members in a secret ballot, by a simple majority of votes regardless of the number of the Association’s members participating in the meeting.
Resolutions of the Management Board of the Association shall be passed in an open vote, by a simple majority of votes in the presence of at least half of all eligible members (quorum). On the basis of a full composition resolution, the Board may adopt resolutions in a secret ballot. In the event of an equal distribution of votes, the President of the Board has the casting vote.
Resolutions of the Program Council shall be passed in an open vote, in the presence of at least half of all eligible members (quorum). On the basis of a full composition resolution, the Program Council may adopt resolutions in a secret ballot. In the event of an equal distribution of votes, the Chairman has the casting vote.
Resolutions of the Audit Committee shall be passed in an open vote, in the presence of at least half of all eligible members (quorum). On the basis of a full composition resolution, the Audit Committee may adopt resolutions in a secret ballot.

§ 15

In the event of resignation, exclusion of death of a member of the Management Board, Program Council or Audit Committee during the term of office, the composition of the authorities shall be supplemented by holding elections for the vacant post during the next General Meeting of Members.

General Meeting of Members

§ 16

The General Meeting of Members is the highest authority of the Association.
The General Meeting of Members shall be be attended by: a) ordinary members, with a constituting vote; b) supporting and honorary members, in an advisory capacity.

§ 17

The General Meeting of Members may be reporting, electoral or extraordinary.
The Reporting General Meeting of Members shall be convened once a year, by June 30.
The Electoral General Meeting of Members is convened every 4 years, by June 30.
The General Meeting of Members shall meet in accordance with the rules of procedure it has adopted.
The proceedings of the General Meeting of Members shall be managed by the Presidium composed of: president and secretary.
The Presidium of the General Meeting of Members shall be elected in an open vote, by simple majority of votes of the members present at the meeting for the period of its duration.
A member of the outgoing authorities cannot enter the Presidium of the General Meeting of Members.
A request to convene an Extraordinary General Meeting of Members may, in justified cases, be made by: a) the Board; b) the Program Council; c) the Audit Committee; d) at least 1/5 of the total number of ordinary members of the Association.
Members shall be notified by the Board about the place, date and agenda of the General Meeting of Members in writing, by traditional or electronic mail, no later than 14 days prior to the meeting.
All resolutions of the General Meeting of Members shall be adopted in an open vote, by a simple majority of votes regardless of the number of the Association’s members participating in the meeting, except the situations described in § 29 sec. 1.
The appointment of the statutory authorities after the expiration of each term of office shall be made by a simple majority of votes.

§ 18

The competences of the General Meeting of Members shall include in particular: a) adopting the Statute of the Association and amendments to it; b) election and dismissal of members of the Association’s authorities; c) consideration and approval of reports of the Association authorities; d) passing a resolution on dissolving the Association and allocating its property.

§ 19

The Board shall convene the Extraordinary General Meeting of Members: a) on its own initiative; b) at the request of the Program Council; c) at the request of the Audit Committee; d) at a written request submitted by at least 1/5 of the total number of ordinary members.
The Board shall be obliged to convene the Extraordinary General Meeting of Members within 2 months of from the date of receipt of the request referred to in sec. 1 items b-d.
The Extraordinary General Meeting of Members shall hear only the matters for which it was convened.
In the event the Board fails to convene the Extraordinary Meeting of Members within the period specified in sec. 2, the parties requesting the convening of the Extraordinary General Meeting of Members, listed in sec. 1 items b-c, may call the Extraordinary General Meeting on their own within 1 month after the deadline referred to in sec. 2. In notifications about the Extraordinary General Meeting these requesting parties shall indicate the reason for this mode of convening the Meeting.

Management Board

§ 20

The Management Board is the supreme authority of the Association. It manages the activity of the Association in accordance with the resolutions of the General Meeting of Members, represents the Association outsides, and bears responsibility before the General Meeting of Members.
The Management Board shall be composed of 2-10 Vice Presidents. These are: a) in the case of a two-member Board: the President of the Board and the Treasurer. The function of the Treasurer is synonymous with the function of the Vice President of the Board; b) in the case of a three-member Board: the President and two Vice Presidents of the Board. The function of the Treasurer is performed by one of the Vice Presidents of the Board; c) in the case of the Board composed of four or more members: the President and the Vice Presidents of the Board. The function of the Treasurer is performed by one of the Vice Presidents of the Board.
The President and members of the Board shall be appointed and dismissed by the General Meeting of Members of the Association.
Meetings of the Board shall be held at least 3 times a year. A Board meeting is convened by sending a notification about the date, place and agenda of the meeting by the President or a Vice President indicated by him.

§ 21

The scope of the Management Board’s activity shall include: a) implementation of the resolutions of the General Meeting of Members; b) setting the amount of the member contribution; c) managing the property of the Association; d) making decisions regarding the acquisition or disposal of real and movable property; e) making decisions on incurring financial liabilities on behalf of the Association; f) convening the ordinary and extraordinary General Meeting of Members and adopting the draft agenda; g) adopting resolutions on admission and exclusion of members; h) submitting reports on the Board’s activity to the General Meeting of Members; i) running current affairs of the Association; j) preparation and efficient operation of the office.
The scope of activities of the President of the Management Board shall include: a) convening a reporting, election and extraordinary General Meeting of Members and adopting a draft agenda, b) managing the work of the Management Board, c) proposing a coefficient for the sharing of common business costs to determine the business costs.

Program Council

§ 22

The Program Council is an opinion-forming and advisory body of the Association.
The Program Council shall consist of 3-10 members, including the President of the Association’s Management Board.
Members of the Program Council shall be appointed for a 4-year term of office during the General Meeting of Members.
The Program Council may consist of ordinary, supporting, honorary and supporting members as well as representatives of institutions cooperating with the Association.
The activities of the Program Council are managed by the Chairman and his Deputy. The Chairman and his Deputy shall be chosen by the members from among themselves by a simple majority in a secret ballot. The President of the Management Board may not be the Chairman.
Members of the Program Council shall meet at least once a year. A meeting of the Program Council is convened by sending a notification about the date, place and agenda of the meeting by the Chairman or the Deputy.
The scope of activity of the Program Council shall include:

a) proposing general directions of activity and development of the Association,

b) presenting to the Management Board opinions, comments and recommendations regarding the current activities of the Association.

Audit Committee

§ 23

The Audit Committee is the body appointed to exercise control over the activity of the Association.
The Audit Committee shall be composed of 3 members: the Chairman and 2 Vice Chairmen, appointed for a 4-year term by the General Meeting of Members.

§ 24

The scope of activity of the Audit Committee shall include: a) controlling the entire activity of the Association; b) presenting the conclusions of the audits conducted to the Board; c) the right to request convening of the Extraordinary General Meeting of Members in the event of the Board failing to meet its statutory obligations; d) submitting a motion to grant or refuse to grant discharge to the Management Board at the General Meeting of Members.
The Audit Committee shall give its opinion on matters regarding: a) acquisition and disposal of real property by the Board; b) establishing and joining a company by the Association; c) incurring and granting credits or loans by the Board, as well as granting sureties and guarantees in excess of PLN 100,000.

§ 25

Members of the Audit Committee shall meet at least once a year. The meeting is convened in the form of providing information about the date, place and agenda of the meeting by the Chairman.
Members of the Audit Committee may not perform other functions in the authorities of the Association.
The Audit Committee shall have the right to request from the Management Board, the Program Council, members and groups of the Association the submission of written or oral explanations regarding the controlled matters.

Chapter V

Property and funds

§ 26

The property of the Association consists of real estate, movable property, and funds.
The sources of the Association’s property include: a) membership fees; b) donations, bequests and inheritances; c) income from the Association’s activity; d) income from the Association’s property; e) public support.
Member contributions shall be paid once a year, by March 31. New members pay their contributions according to the rules set by the Management Board, within 4 weeks after the receipt of a member admission notification.
The Association shall conduct its financial management and accounting in accordance with applicable laws.

§ 27

The Association may conduct economic activity on the general principles set out in separate regulations. The income from the Association’s activities shall be used for the achievement of the statutory goals and may not be divided between its members.
The Association’s specific activities include: a) book publication (PKD [Polish Classification of Activities] 58.11.Z); b) publication of magazines and other periodicals (PKD 58.14.Z); c) data processing, website hosting and other similar activities (PKD 63.11.Z); d) research and development in the field of biotechnology (PKD 72.11.Z); e) research and development in the field of other natural and technical sciences (PKD 72.19.Z); f) research and development in the field of social sciences and humanities (PKD 72.20.Z); g) other professional, scientific, and technical activities, not classified elsewhere (PKD 74.90.Z); h) activities related to the organization of fairs, exhibitions and congresses (PKD 82.30.Z).
Economic activity shall be carried out without organizational departmentalization.
The President of the Management Board determines the coefficient of distribution of common costs related to both business activity and statutory activity, in order to estimate the costs of business operations.

§ 28

For the validity of the declaration of will as well as all documents related to the rights and obligations of the Association, the following shall be required: a) signature of the President of the Board in the case of a one-person Board; b) signature of the President and one of the Vice Presidents in the Case of a multi-person Board.

Chapter VI

Amendments to the Statute and dissolution of the Association

§ 29

A resolution on amending the Statute or dissolving the Association shall be adopted by a 2/3 majority of votes in the presence of at least 50% of ordinary members on the first date or regardless of the number of attendees on the second date. The resolution becomes effective after 63 days of its adoption. If during this time more than half of the Association’s members who are entitled to vote collect signatures against such a resolution, it shall lose it enforceability and be deemed unconceived.
When adopting a resolution on dissolving the Association, the General Meeting of Members shall determine the manner of liquidation and allocation of the Association’s property.
In matters related to the dissolution and liquidation of the Association, not regulated in the Statute, the provisions of Chapter 5 of the Act of April 7, 1989 on Association Law (Journal of Laws of 1989, No 20 item 104 as amended) shall apply accordingly.