Articles of Incorporation of the Personalism Association

with its registered office in Lublin, Poland

SECTION I

GENERAL PROVISIONS

§ 1

  1. The name of the association shall be: “Personalizm Association”, hereinafter referred to as “Association”.
  2. The registered office of the Association shall be in Lublin.

§ 2

  1. Association operates under the provisions of the Law on Associations of April 7, 1989 (Journal of Laws of 2001, No 79, item 855 as later amended) and the provisions of the present Articles of Incorporation.
  2. The Association has legal personality.

§ 3

  1. Association shall operate in Poland and abroad.
  2. The Association shall be established for an unlimited term.
  3. Association may become member of local and international organizations, may become member of companies and cooperatives and also may joint groups of associations which activities profile is the same or similar.

§ 4

  1. The Association shall have the right to use abbreviation: “SNP”.
  2. The Association shall have the right to use its own logo, membership card and a round stamp with the following in the stamp surround: “Stowarzyszenie Naukowe Personalizm”.
  3. The Association shall have the right to use abbreviation: “PA” in English.
  4. The Association shall have the right to use its own logo, membership card and a round stamp with the following in the stamp surround: „Personalism Association”.
  5. The Association shall have the right to establish its membership badges, in accordance the provisions of the applicable law.

SECTION II

PURPOSE OF THE ASSOCIATION AND MEANS OF ITS PURSUING

§ 5

The essential aim and purpose of the Association is to support, propagate and promote the personalism in Poland and abroad and to support, propagate and promote the worldwide personalism in Poland.

§ 6

Association reaches its purposes through:

  • 1) carrying out researches and studies on the processes and methods of making personalism known and promoted,
  • 2) carrying out activities encompassing publishing, cinematography, photography and also audiovisual, as well as lectures and speeches, courses and contests, studies on various levels,
  • 3) initiating of preparation for publication and publishing of periodicals and non-periodicals in Polish and other languages on the subject of the issues and matters being the purpose of the SNP; in particular publishing of the biannual „Personalizm” in Polish and in other languages,
  • 4) organising of the speeches, discussion meetings, conferences, seminars, academic courses and academic courses for general public,
  • 5) promoting exchange of thoughts and organizing exchange of academic information within the personalism circle and between the personalism circle and the circles of other fields of science,
  • 6) supporting the activities of the Polish institutions, scientific associations, foundations and schools which promote personalism,
  • 7) supporting other organisations active in making public in Poland their scientific achievements,
  • 8) organising libraries, scientific teams of experts, reading rooms, clubs and bookstores,
  • 9) cooperation within the purposes of SNP with Polish Academy of Science, universities and scientific associations in Poland and abroad,
  • 10) management of university/school which allows for gathering knowledge and qualifications with regard to personalism,
  • 11) membership in Polish and abroad organisations and associations which goal is propagating and promoting personalism and taking part in their works,
  • 12) taking part in the national and other congresses and conferences which subject falls within the scope of the purposes of SNP,
  • 13) supporting the persons undertaking efforts of propagating and promoting the personalism by providing:
    • - grants and providing other financial support,
    • - providing material and technical support necessary to continue activities in this field,
    • - support in obtaining grants for abroad studies,
  • 14) awarding prizes,
  • 15) promoting and organizing charity works/actions,
  • 16) undertaking charity actions,
  • 17) open a mutual aid fund,
  • 18) supporting European integration,
  • 19) voice opinions in the public cases which fall within the scope of aims and goals of the Association,
  • 20) cooperation with local authorities, governmental authorities, with the commercial sector, and with the media interested in the development of the personalism,
  • 21) undertaking the personalism legacy of John Paul II in order to further present it in Poland and worldwide,
  • 22) creating databases related to the aims and goals of this Association,
  • 23) giving recommendations to the members of the Association,
  • 24) organizing meetings of the members of the Association,
  • 25) development of other forms of activities which allow for achievement of the aims and goals of this Association.

§ 7

Association may undertake commercial activities, as provided by the provisions of the applicable laws. The revenues stemming from the commercial activities of the Association may only be used for the realization of the aims and goals of this Association and may not be divided among its members.

§ 8

The detailed aims and tasks of the Association shall be determined by the annual and long term action plans prepared by the Board and undertaken by the General Assembly of the Members.

§ 9

  1. The activities of the Association shall rest on the community actions of its members.
  2. To pursue its goals the Association shall be entitled to hire employees.
  3. The persons in the organs of the Associations shall be reimbursed for the justified costs incurred with regard to those activities which fall within the scope of the aims and goals of this Association, unless otherwise provided therein.

SECTION III

MEMBERS, THEIR RIGHTS AND OBLIGATIONS

§ 10

Members of Association may be:

  • 1) ordinary members,,
  • 2) supporting members,
  • 3) honorary members.

§ 11

  1. Both natural and legal persons may be members of Association.
  2. Legal person may only be a supporting member and operate in Association through its proxy.

§ 12

  1. Ordinary members are only natural persons, having Polish or other citizenship, having unlimited legal capacity and being not deprived of public rights.
  2. The members of Association may be citizens of countries other than Poland and not domiciled in Poland.
  3. The new members shall be accepted by the Board’s resolution undertaken within two months from the date of filing of the member’s declaration. Should the membership be rejected, the interested person may within one month file with the Board an appeal to the General Assembly. The General Assembly shall examine the appeal on the next General Meeting. The General Assembly’s decision is final.

§ 13

Member of Association has the right to:

  • 1) voting and being elected to the Organs of the Association,
  • 2) voting right at the General Assembly,
  • 3) submitting questions, opinions and motions regarding the activities of the Association,
  • 4) use the support and resources of the Association,
  • 5) take part in the works, meetings and other activities undertaken by the Association with the voting rights,
  • 6) get support from the Association,
  • 7) use the membership card and badge.

§ 14

Member of Association is obliged to:

  • 1) abide by the Articles of Association, working and internal rules as well as the resolutions of the Association’s Organs,
  • 2) cooperation with the bodies of the Association,
  • 3) engage in the activities of the Association,
  • 4) duly pay membership fees,
  • 5) take due care of the good name and property of the Association.

§ 15

  1. The supporting member may be either the person or legal person from Poland or other country, who declares that it shall systematically support the activities Association on the merits or financially.
  2. The supporting member candidate shall sign a special membership declaration wherein he/she shall specify the form of his/her contribution to the activities of the Association.
  3. The resolution on the acceptance of the supporting member candidate undertakes the Board within one month following the filing of the special membership declaration.
  4. Should the Board reject the candidate, the interested person shall receive from the Board a written justification. The decision of the Board is final.

§ 16

  1. Supporting Member of Association has the right to:
    • a) take part in the General Assembly of the Members and the meetings of the Board with the with an advisory vote;
    • b) file motions and proposals of the resolutions for the General Assembly of the Members;
    • c) use the membership card and badge.
  2. A supporting member is obliged to provide for the Association the support on the merits, financial support or other support, as he/she has declared in his/her special membership declaration, as provided in § 15 para 2 of this Articles of Association.

§ 17

  1. Honorary members are natural persons, from Poland or abroad, of outstanding merits for the Association or for pursuing it goals.
  2. Honorary membership can be awarded by the General Assembly upon a motion of the Board of Directors.

§ 18

  1. An honorary member has the same rights as the ordinary member has but for the right to voting and being elected to the Organs of the Association. However, he may attend the General Assembly and meetings of the Board.
  2. Honorary members shall have all the rights and obligations attributed to the ordinary members, except for the obligation to pay membership fees.

§ 19

  1. Termination or loss of membership may be due to:
    • 1) voluntary resignation from the membership by a written notice submitted to the Board, upon clearing all the obligations the member owed the Association,
    • 2) upon death of a member or loss of legal personality of a supporting member,
    • 3) upon the resolution of the Board if the Member did not pay membership fees for over 2 years or has not attended without due justification the General Assembly for the period of over 2 years,
    • 4) exclusion upon the resolution of the Board for the reasons that the member has not observed this Articles of Association, codes of rules and resolutions of the bodies of the Association, or that his/her activities have been detrimental for the Association,
    • 5) liquidation of the Association.
  2. Resolution on the exclusion or deletion from the register of the member of the Association shall be undertaken by the Board in the closed toll by the simple majority of votes, where at least half of the members of the Board are present at the voting.
  3. The person excluded or deleted from the register of the members of Association has the right to appeal to the General Assembly within 14 day upon receiving the resolution on the exclusion or deletion in writing. The General Assembly shall examine the appeal on the next General Meeting. The General Assembly’s decision is final.
  4. Termination or loss of the membership in the Association results in deletion from the register of the members of the Association.

SECTION IV

BODIES OF THE ASSOCIATION

§ 20

The Bodies of the Association shall be:

  • 1) General Assembly of the Members of the Association, hereinafter referred to as “General Assembly”,
  • 2) Board of the Association, hereinafter referred to as “Board”,
  • 3) Control Commission.

§ 21

  1. The bodies of the Association are of collegial nature.
  2. The elective bodies of the Association are the Board and the Control Commission.
  3. The term of the elective bodies is 3 years.
  4. Resolutions and minutes of the bodies of the Association are stored in the seat of the Association.

§ 22

  1. The members of the elective bodies of the Association may in case of important reasons, before the lapse of the term of their office, resign from the office. The vacant posts shall be supplemented by the General Assembly.
  2. Should the number of vacant stands exceed 1/3 of the number of the members, the General Assembly of the Members shall hold a new election.

§ 23

The members of the bodies of the Association undertake their duties as community service and receive no remuneration.

GENERAL ASSEMBLY

§ 24

  1. Members’ General Assembly is the supreme authority of the Association.
  2. Members’ General Assembly may be:
    • a) ordinary,
    • b) extraordinary.
  3. Ordinary General Assembly shall be called by the Board once a year as a reporting meeting and once every 3 years as reporting and electing meeting, by notifying the members on its date, venue and the proposed agenda of the meeting, at least 14 days before the date of the General Meeting.
  4. Members’ General Assembly shall convene in accordance with the agenda of the meeting the General Assembly has undertaken.
  5. Extraordinary General Assembly shall be called by the Board:
    • a) upon its own initiative;
    • b) upon the Control Commission’s request;
    • c) upon the written request of at least 1/3 of the ordinary members of the Association,
  6. Extraordinary General Assembly shall be called within one month from the date of filing of the request and should debate on the issues it was called for.
  7. The resolutions of the General Assembly shall be undertaken by a simple majority in an open toll, where at least one half of the ordinary members of the Association are present.
  8. Should the number of present members of the Association be insufficient to undertake any resolutions the Board shall call the meeting to be hold again within the following 14 days.
  9. On the General Meeting of the Members called for the second time, the resolutions may be undertaken regardless of the number of the members present.
  10. General Assembly of the Members shall be held at the seat of the Association or other place suitable to hold such assembly.
  11. The resolutions acknowledging the fulfilment of duties by the Board shall be undertaken in a closed toll by a simple majority.
  12. The General Assembly shall be administered by the Chairman of the General Assembly who shall be chosen on each meeting in an open toll by an absolute majority of votes of the present members of the Association. The Chairman may not be the member of the Board or the Control Commission.
  13. The Chairman has the casting vote.

§ 25

The competencies of the General Assembly of the Members shall include in particular:

  • 1) approving Board’s reports on its activities on the merits and financial reports for the preceding year,
  • 2) approving reports on the activities of the Control Commission for the preceding year,
  • 3) undertaking resolution acknowledging the fulfilment of duties by the Board,
  • 4) appointment and supplementing the composition of the elective bodies of the Association,
  • 5) undertaking resolutions on the amendments to these Articles of Association,
  • 6) undertaking resolutions on the liquidation of the Association,
  • 7) enacting the annual and long term action plans and financial plans,
  • 8) enacting the codes of conduct of the bodies of the Association and other internal legal acts regarding the activities of the Association,
  • 9) undertaking resolutions on the amount of the registration fee and membership fee,
  • 10) undertaking resolutions on the choice of the emblem of the Association and membership badge,
  • 11) investigating complaints against the resolutions of the Board,
  • 12) giving and depriving of the honorary membership,
  • 13) undertaking resolutions regarding all matters not reserved as competencies of other bodies of the Association.

THE BOARD

§ 26

  1. The Board is the executive and managerial body of the Association.
  2. The Board may be composed of 3 to 5 persons including its Chairman.
  3. The Board represents and acts on behalf of and in the name of the Association.
  4. The activities of the Board are administered by the Chairman of the Board.
  5. The meetings of the Board shall be called by the Chairman of the Board when necessary but not seldom than once every three months.
  6. The term of the Board is 3 years.

§ 27

  1. The Board undertakes the resolutions in an open toll by a simple majority where at least half of the elected members of the Board are present. The Chairman of the Board has a casting vote.
  2. The Board is authorized to provide on behalf of and in the name of the Association statements of will in all matters including material obligations, concluding agreements, and granting powers of attorney.

§ 28

The competencies of the Board shall include in particular:

  • 1) determination of the manner of execution of the resolutions of the General Assembly of the Members,
  • 2) organising and administering of the statutory activities of the Association,
  • 3) running the register of the members of the Association,
  • 4) accepting and excluding ordinary and supporting members,
  • 5) filing motions for the grant of the status of the honorary member,
  • 6) preparation of the annual and long term actions plans and financial plans,
  • 7) calling of the General Assembly of the Members,
  • 8) proposing the agenda of the General Assembly of the Members,
  • 9) filing of the proposals of the resolutions and motions at the General Assembly of the Members,
  • 10) inviting guests, having advisory vote, for the meeting of the General Assembly of the Members,
  • 11) managing and administering the properties of the Association,
  • 12) managing the finance of the Association,
  • 13) investigating disputes among the members of the Association,
  • 14) presenting the General Assembly of the Members the report on the activities on the merit and financial activities,
  • 15) undertaking decisions regarding the establishment of the Office of the Association and employment of the persons necessary to properly manage the business of the Association,
  • 16) undertaking resolutions on the membership in the domestic and international organisations, joining the companies and cooperatives, and merging into unions of associations.

THE CONTROL COMMISSION

§ 29

  1. The Control Commission shall be the internal audit body of the Association.
  2. The Control Commission shall be comprised of 3 persons.
  3. The activities of the Control Commission are administered by the Chairman of the Control Commission.

§ 30

The competencies of the Control Commission shall include in particular:

  • 1) auditing the overall activities of the Association at least once a year,
  • 2) putting forward with the Board the conclusions of the audit and requesting explanations,
  • 3) right to request the calling of the Extraordinary General Assembly if the Board has not performed its statutory duties, as well as the right to request the calling of the meeting of the Board,
  • 4) calling of the General Assembly, if the Board has not called within the time frames specified in the Articles of Association,
  • 5) filing of the motions for acknowledging (or not acknowledging) the fulfilment of duties by the Board,
  • 6) filing of the reports on the activities of the Commission at the General Assembly.

§ 31

The resolutions of the Control Commission shall be undertaken in an open toll by a simple majority where all the members of the Commission are present. Upon the resolution of the full composition of the Commission it may undertake resolutions in the closed toll.

§ 32

  1. Members of the Control Commission may not be members of other bodies of the Associations nor be employed by the Association.
  2. Members of the Control Commission may attend the Board meetings with advisory vote.
  3. The Control Commission may require the members of and authorities of the bodies of the Association to provide written explanations regarding the matters controlled by the Commission.

SECTION V

PROPERTY OF THE ASSOCIATION

§ 33

  1. Property of the Association is formed from: real estate, properties, legal and non-pecuniary values and also from domestic and foreign funds.
  2. The Association, as long as it observes binding regulations, can accept donations, legacies and inheritances and can profit from public support.
  3. The Association can receive grants accordingly to binding regulations.
  4. Financial means are designed to cover: costs needed for the achievement of the goals and statutory tasks as well as necessary administrative costs, they are obtain in particular form:
    • 1) sign up fees and membership fees,
    • 2) donations,
    • 3) grants and subsidization,
    • 4) legacies and inheritances,
    • 5) contracts,
    • 6) grants,
    • 7) public support,
    • 8) proceeds from the properties of the Association,
    • 9) proceeds from payable statutory activity of the Association,
    • 10) proceeds from economic activity.

§ 34

The Association shall be represented in all matters, including matters regarding property, by two members of the Board acting jointly. Two members of the Board acting jointly shall also be entitled to conclude agreements and grant power of attorneys on behalf and in the name of the Association.

SECTION VI

RULES ON ENTERING THE CHANGES IN THE ARTICLES OF INCORPORATION

§ 35

  1. Enacting of the articles of association or its amendment by the General Assembly of the Members requires qualified majority of 2/3 of votes where at least half of the Members having voting rights has been present.
  2. Enacting resolution on the amendment of the articles of association of the Association requires qualified majority of 2/3 of votes where at least 2/3 of the Members having voting rights has been present.
  3. The motion regarding the amendment of the articles of association needs to be filed in writing and the proposed wording of the amendment needs to be enclosed in the notification on the calling of the General Assembly.
  4. Enacting the resolution on the liquidation of the Association, the General Assembly shall appoint a Liquidation Commission which shall carry the liquidation of the Association. General Assembly shall also indicate foundations and associations having similar aims and goals as the Personalism Association, which foundations and associations are not intended for generating revenues, which shall overtake the property of the Association upon satisfaction of its obligations.

SECTION VII

LIQUIDATION OF THE ASSOCIATION

§ 36

  1. Association may be dissolved as a result of its own resolution
  2. Resolution on dissolution of the Association requires 2/3 majority where at least half of the Members are present at the Assembly. Resolution on liquidation of the Association shall be voted in an open toll.
  3. Resolution on dissolution of the Association shall determine the date and manner of dissolution as well as the social purpose the assets of the dissolved Association shall be assigned for.
  4. Where the resolution on liquidation of the Association does not provide otherwise then in case of liquidation of the Association as a result of its own resolution the liquidators of he Association shall be the Members of the Board.
  5. Costs of the liquidation shall be borne by the Association.

SECTION VIII

CLOSING PROVISIONS

§ 37

  1. This Articles of Incorporation have been enacted in Lublin on June 29, 2005, by the Association’s Founders Assembly and it shall enter into force on the date of entering the Association into the National Court Register.
  2. Any matters which are not covered by the present Articles of Incorporation will be governed by the provisions of the Polish Act of 7 April 1989, Law on Associations (Official Journal 2001, No 79, pos. 855, as amended).