Articles of Association of JCI Kraków

The association is named Stowarzyszenie JCI Kraków (JCI Kraków Association), hereinafter referred to in these Articles as the "Association". The short name "JCI Kraków" may be used.

The registered office of the Association is the city of Kraków.

The Association operates in the territory of the Republic of Poland and may also conduct activities abroad.

The Association may be a member of national and international associations, unions or federations with a similar profile of activity.

The Association is established for an indefinite period. The Association has legal personality and operates in accordance with the Polish Associations Act (Prawo o stowarzyszeniach) and these Articles.

In pursuing its statutory tasks, the Association may cooperate with other entities, in particular with entrepreneurs, scientific, research and financial institutions, and public administration bodies.

The Association has the right to use its own symbol, seal and badges in accordance with applicable law.

The activities of the Association are based on the voluntary work of its members; the Association may employ staff or commission specific tasks to other entities.

The Association is a member of the international federation of associations Junior Chamber International, hereinafter "JCI", headquartered in Coral Gables, Florida, United States of America; it adopts the JCI Creed and undertakes to pursue the JCI mission and vision, which are consistent with the objectives of the Association:

1. a)JCI Vision – To be the leading global network of young active citizens.
2. b)JCI Mission – To provide development opportunities that empower young people to create positive change.

The objective of the Association is to support the development of entrepreneurship among young people (up to the age of 40), in particular:

1. a)promoting the idea of entrepreneurship,
2. b)cooperating with local government units to develop entrepreneurship,
3. c)supporting the development of entities connected with the Association by creating platforms for exchanging information,
4. d)conducting activities that support economic development,
5. e)acting for the development of communities and societies,
6. f)carrying out tasks to protect the cultural heritage and traditions of the Republic of Poland and the City of Kraków, and to support science, education and upbringing,
7. g)acting for European and global integration and for developing contacts and cooperation between societies,
8. h)promoting and developing regional culture,
9. i)supporting the development of the international community by enabling young people to build leadership skills, entrepreneurship and a sense of responsibility for themselves and others, and to promote cultural values beyond their place of residence;
10. j)building a positive image of Poland abroad by organising and taking part in economic, cultural, scientific and sporting projects carried out in accordance with JCI principles;
11. k)supporting the business activities of the Association's members by organising and taking part in training and educational projects, insofar as this is consistent with the principles set out by JCI;
12. l)promoting JCI principles, in particular by growing the membership of the Association.

The Association is apolitical and shall refrain from political activity characteristic of any political party or organisation. Members of the Association who belong to such a party or organisation shall avoid combining their personal political activity with their activity in the Association, so that the public does not form the belief that the Association is associated with a given party or political organisation.

The Association shall refrain from sect-like and religious activity, and its members shall avoid combining their personal religious activity with the activity of the Association, so that the public does not form the belief that the Association is associated with a given church or religious community.

As a member of JCI, the Association observes the principles of the Universal Declaration of Human Rights, respecting and recognising human rights, freedom and equality.

Recognising and supporting the United Nations Declaration of the Rights of the Child, the Association undertakes to run an ongoing programme meeting one or more basic needs of children, as an implementation of that Declaration.

The Association pursues its objectives in particular through:

1. a)active participation in public life,
2. b)organising trainings, competitions and conferences, and taking part in such events,
3. c)publishing, exhibition and press activities,
4. d)cooperation with other institutions and entities and with public administration bodies,
5. e)advisory and information activities,
6. f)organising local, national and international events,
7. g)conducting and supporting scientific and training activities,
8. h)conducting other activities serving the statutory objectives of the Association,
9. i)bringing together members who wish to support the activities of the Association,
10. j)raising financial and material resources for the statutory objectives.

Members of the Association are divided into:

1. a)Ordinary Members,
2. b)Supporting Members, and
3. c)Senators.

Legal persons may only be Supporting Members of the Association.

Ordinary Members of the Association have:

1. a)the right to vote and to stand for election,
2. b)the right to use the Association's facilities on the terms set by the Board of the Association,
3. c)the right to submit proposals concerning the activities of the Association,
4. d)the right to take part and vote in General Meetings of Members of the Association,
5. e)the right to take part in meetings and events organised by the Association,
6. f)the right to appeal to the General Meeting of Members against a resolution of the Board removing them from the list of members,
7. g)the right to apply for suspension of membership in the Association, with decisions on this matter taken by the Board,
8. h)the right to use the designation "Member of the JCI Kraków Association" or the short name "JCI Kraków" together with the Association's logo.

Ordinary Members of the Association are obliged to:

1. a)act with respect for ethical principles and good practice – also in their professional activities,
2. b)take an active part in the work of the Association and all its undertakings,
3. c)promote the Association and its activities,
4. d)comply with the Articles and with resolutions of the Authorities of the Association,
5. e)pay membership fees in the amounts and by the dates set by a resolution of the General Meeting of Members.

Supporting Members and Senators have the right to:

1. a)use the Association's facilities on the terms set by the Board of the Association,
2. b)submit proposals concerning the activities of the Association,
3. c)take part in General Meetings of Members of the Association in an advisory capacity, without the right to vote,
4. d)take part in meetings and events organised by the Association on the terms set by the Board.

An Ordinary Member of the Association may be a natural person up to the age of 40 who has full legal capacity, has not been deprived of public rights, supports the activities of the Association and contributes to its statutory tasks, pays the membership fee and submits a declaration of membership.

New Members are admitted during ceremonial meetings convened by the Board.

Foreigners, regardless of their place of residence, may be Members of the Association in accordance with the rules applicable to Polish citizens.

Founding Members become Ordinary Members upon registration of the Association.

A Senator may be a person of outstanding merit for the Association whose conduct sets an example worth following for every Member of the Association. A person may become a Senator after reaching the age of 40, or earlier for outstanding merit for the Association or JCI.

Senators are appointed by the President of the NOM Federation from among candidates put forward by the Board of the Association who have been approved by the General Meeting of Members by a resolution adopted by a simple majority of votes.

Membership terminates in the event of:

1. a)resignation from membership, which must be submitted in writing, otherwise being null and void,
2. b)death of a member who is a natural person, their loss of full legal capacity, or loss of public rights under a final court judgment,
3. c)expulsion.

A Member of the Association may be expelled in the event of:

1. a)arrears in paying the membership fee,
2. b)acting to the detriment of the Association,
3. c)conduct harming the good name of the Association or of another Member of the Association,
4. d)conduct grossly contrary to these Articles or the Rules, including failure to take part in the work of the Association.

Before deciding on removal from the Association, the Board of the Association convenes a meeting to which it summons the person who has broken the adopted rules. During the meeting, that person should answer all questions relevant to the matter for which the Board has convened. If the person does not appear or refuses to answer questions relevant to the decision, the Board has the right to expel that person from the structures of the Association.

Expulsion is decided by the Board by way of a resolution, after which the Board promptly notifies the Member of the decision in writing or by email. The Member may appeal against the Board's decision to the General Meeting of Members within 14 days of receiving notice of the resolution. The General Meeting of Members may change the Board's decision by a 3/4 majority of votes. The decision of the General Meeting of Members is final.

The Board informs the Members of the Association by email of the decision referred to in § 9(4) of the Articles and removes the person from the Members of the Association.

The Authorities of the Association are:

1. a)the General Meeting of Members,
2. b)the Board,
3. c)the Audit Committee.

The term of office of all elected authorities of the Association is 1 calendar year, i.e. from January to December of a given year.

Members of the Board and of the Audit Committee may serve two consecutive terms in the same position.

The mandate of a member of the Board or of the Audit Committee expires before the end of the term due to:

1. a)termination of membership in the Association,
2. b)resignation,
3. c)dismissal by the General Meeting of Members by a resolution adopted by a 3/4 majority of votes.

If the mandate of a member of the Board or of the Audit Committee expires before the end of the term, the General Meeting fills the vacancy for the remainder of the term. If possible and if the General Meeting of Members so decides, the member of the Board or of the Audit Committee concerned shall continue to perform their duties until a successor is appointed.

Resolutions of all Authorities of the Association are adopted by a simple majority of votes, unless the Articles provide otherwise. In the event of a tie, the chair has the casting vote.

Resolutions are validly adopted if at least half of the Ordinary Members of the Association took part in the General Meeting of Members, unless the Articles provide otherwise.

The above quorum does not apply to a General Meeting of Members convened on the second date.

Resolutions are adopted by open ballot, unless the Articles provide otherwise. Members of the Board and of the Audit Committee are elected by open or secret ballot, as decided each time by a resolution of the General Meeting of Members.

If an Ordinary Member cannot attend a General Meeting of Members or an Extraordinary General Meeting of Members, they may appoint a proxy to vote on their behalf. The power of attorney must be granted in writing, otherwise being null and void.

The General Meeting of Members is the supreme Authority of the Association.

The Ordinary General Meeting of Members is held once a year and is convened by the Board before the end of the Board's term of office.

An Extraordinary General Meeting of Members is convened by the Board:

1. a)on its own initiative,
2. b)at the request of the Audit Committee,
3. c)or upon a written, reasoned request of at least 1/3 of the Ordinary Members of the Association.

In the cases referred to in paragraph 3 (b) and (c) above, the request to convene an Extraordinary General Meeting of Members should include a proposed agenda. The Extraordinary General Meeting of Members should be convened within no more than 30 days of the request, and a meeting of the Board no later than 14 days after such a request.

The Extraordinary General Meeting of Members deliberates only on the matters for which it was convened, unless those present agree by a simple majority of votes to adopt resolutions on other matters as well.

The powers of the General Meeting of Members include:

1. a)setting the directions and programmes of the Association's activities,
2. b)adopting the activity plans and financial plans of the Association presented by the Board,
3. c)approving financial statements prepared by the Board,
4. d)adopting the Articles of the Association and amendments to them,
5. e)adopting the Rules of the Association and the Code of Ethics,
6. f)electing and dismissing members of the Board and of the Audit Committee,
7. g)assessing the activities and approving the reports of the Board and of the Audit Committee,
8. h)adopting, at the request of the Audit Committee, resolutions granting or refusing discharge to the Board,
9. i)considering appeals of Members of the Association against decisions of the Board,
10. j)considering appeals of candidates for Members of the Association against decisions of the Board,
11. k)setting the amount of membership fees and how often they are paid,
12. l)adopting resolutions on acquiring, disposing of and encumbering real estate and movable property, taking out credit or loans, and selling, acquiring or taking up shares in a company, where the value exceeds PLN 3,500 net + VAT, and granting the Board the relevant powers of attorney in the Association's property matters,
13. m)adopting a resolution on the dissolution of the Association and the allocation of its assets,
14. n)appointing chairs and members of standing and ad hoc committees,
15. o)adopting the rules of procedure of the General Meeting of Members, the Board and the Audit Committee, and approving the work plans of those bodies,
16. p)adopting resolutions on joining other organisations,
17. q)adopting resolutions in the cases set out in these Articles and on other matters not reserved to the other bodies.

The Board consists of a minimum of 3 and a maximum of 7 members. The Board's responsibilities include:

1. a)directing all of the Association's activities in accordance with resolutions of the General Meeting of Members,
2. b)setting the internal organisation of the Board,
3. c)preparing activity plans and financial plans of the Association and presenting them to the General Meeting of Members for approval,
4. d)submitting reports on the Board's activities to the General Meeting of Members at least once a year, one week before the date of the General Meeting of Members,
5. e)directing and managing the day-to-day activities of the Association,
6. f)managing the property and funds of the Association, disposing of and acquiring movable and immovable assets of the Association, and taking out loans and other liabilities in accordance with resolutions of the General Meeting of Members,
7. g)appointing and dismissing attorneys,
8. h)deciding on membership matters,
9. i)appointing delegates to the national federation of JCI associations,
10. j)representing the Association externally.

The General Meeting of Members elects the Board from among candidates nominated by Ordinary Members of the Association and Senators. The President of the Association from the outgoing term automatically becomes a Member of the Board.

The Association is represented by two Members of the Board acting jointly.

The Audit Committee is the supervisory body of the Association. Its responsibilities include:

1. a)auditing the activities of the Association, the Audit Committee being obliged to audit the Board's financial management at least once a year,
2. b)submitting reports to the General Meeting of Members together with an assessment of the Board's activities and a motion to grant (or refuse) discharge to the Board,
3. c)presenting to the Board comments and recommendations resulting from audits of the Association's activities,
4. d)the right to demand that an Extraordinary General Meeting of Members be convened if the Board is found to be failing to fulfil its statutory obligations, and the right to demand that a meeting of the Board be convened. The General Meeting should be convened within no more than 30 days of the request, and the Board meeting no later than 14 days after such a request,
5. e)convening the General Meeting of Members if the Board fails to convene it within the time limit set by the Articles.

The Audit Committee consists of 3 members elected by the General Meeting of Members. Members of the Committee may not at the same time be Members of the Board of the Association.

The Committee submits a report on its activities to the Ordinary General Meeting of Members.

The assets of the Association consist of real estate, movable property and funds.

The sources of the Association's assets are:

1. a)membership fees,
2. b)subsidies, donations, inheritances, bequests and public collections,
3. c)income from the Association's assets.

The financial year is the calendar year, the first financial year ending on 31 December 2012.

The dissolution of the Association and amendments to the Articles are effected by a resolution of the General Meeting of Members.

A resolution on the dissolution of the Association or on amending the Articles requires a 2/3 majority of votes in the presence of at least half of the Ordinary Members of the Association.

If at least half of the Ordinary Members of the Association fail to attend on the first date, a General Meeting of Members convened on a second date within 14 days may adopt a resolution on the dissolution of the Association or on amending the Articles by a 2/3 majority of the votes of the Members present at the meeting.

In the event of the dissolution of the Association, the General Meeting of Members shall appoint a Liquidation Committee of 3 to 5 persons.

Assets remaining after liquidation shall be allocated to the purposes set out in the resolution of the General Meeting of Members on the dissolution of the Association.