&1 The Polish Society of Clean Technologies, hereinafter referred to as „the Society” operates under the Act of April 7th 1989 Law on Associations (i.e. Journal of Laws from 209, item 713) and this statute. &2 The Society is an apolitical, voluntary, self-governing and permanent association with non-profit objectives. &3 1.The area of the Society’s functioning is the Republic of Poland. For the proper achievement of its objectives, the Society may operate outside the Republic of Poland. 2. The headquarters of the Society is located in Warsaw. &4 1. The Society has a legal personality. 2. The name of the Society is protected by law. &5 The activity of the Society is based mostly on the social work of its members. To conduct its business, the Society may hire employees, including its members. &6 1. The Society may use badges and seals on the principles determined in special regulations. 2. The society may belong to other national and international organizations with the same or similar profile of the operation. &7 1.The Society is a non-governmental organization conducting public benefit activities within the meaning of the Act from April 24th 2003 on Public Benefit and Voluntary Organization (Journal of Laws No. 93, item 873, as amended). 2.A surplus of revenues is spent by the Society over costs for public benefit activities. 3.The Society achieves its statutory objectives by conducting free and paid public benefit activity.
&8 The purpose of the society is: 1.Popularizing and improving the knowledge in the field of clean technologies, called cleanroom, especially in pharmaceutics, biotechnology, electronics and space industry; 2.Undertaking, organizing and financing educational, analytical and research activities in the field of clean technologies, so-called cleanroom; 3.Supporting science, higher education and education in general; 4. Supporting the development of entrepreneurship; 5.Undertaking activities for European integration and development of contacts and cooperation between societies; 6.Promoting and organizing volunteering; 7.Representing the interests of associated members of the Society towards the authorities, central and local government and other organizations and entities; 8.Initiating, supporting and popularizing the cooperation between the members of the Society; &9 The society achieves its statutory objectives by conducting free public benefit activity in the following scope: 1. Organizing conferences, congresses, fairs, courses, presentations, exhibitions, training sessions, lectures, symposia, seminars, scientific workshops, contests, tournaments, rallies, festivals, rafting and tourist sightseeing trips; 2. Cooperation with government and self-government administration boards, trade unions and other organizations and institutions both domestic and foreign; 3. Publishing books, newspapers, magazines, brochures, leaflets, atlases, maps and charts in any form, especially printed, electronic or audio; 4. Preparing and evaluating draft legal provisions, including acts 5. Popularizing the objects of the Society on the Internet, mass media, in the form of television or radio programs, press articles and reports, interviews for the press, radio and television; Stowarzyszenie realizuje swoje cele statutowe poprzez prowadzenie odpłatnej działalności pożytku publicznego w następującym zakresie: 1. Organizing conferences, congresses, fairs, courses, presentations, exhibitions, training sessions, lectures, symposia, seminars, scientific workshops, contests, rallies, tournaments, festivals, rafting and tourist sightseeing trips; 2. Publishing books, newspapers, magazines, brochures, leaflets, atlases, maps and charts in any form, especially printed, electronic or audio; 3. Conducting the activity of free and paid public benefit and business activity by the Society requires accounting separation of these forms of activity to the extent enabling the estimation of revenues, costs and results of each of these activities, subject to accounting regulations.
&10 1. Members of the Society may be natural and legal persons. 2. A legal person can only be a supporting member of the Society. &11 Members of the Society are divided into: 1. ordinary members 2. supporting members 3. honorary members &12 1. An ordinary member may be: a natural person with full legal capacity and not deprived of public rights, also a foreigner with the residence in the Republic of Poland - identifying with statutory objectives of the Society. 2. The Board decides about accepting a given person as one of the Ordinary Members in the form of resolution after receiving the written declaration of the candidate. 3. Such a candidate has the right to appeal to the General Meeting of Members within 30 days from the delivery of refusal to accept as one of the Ordinary Members by the Management Board. The appeal is submitted through the Management Board. The appeal is considered during the next General Meeting of Members. &13 1. A supporting member may be a natural person with full legal capacity or a legal person who is interested in the statutory activity of the society, and who has declared financial or material support to it. A legal person operates in the Society through its representative. 2. A supporting member is obliged to pay membership fees. &14 Supporting members are accepted by the Management Board by the way of written resolution, based on the candidate’s written declaration. The individual has the right to appeal to the General Meeting of Members within 30 days from the delivery of refusal to accept as one of the Ordinary Members by the Management Board. The appeal is submitted through the Management Board. The appeal is considered during the next General Meeting of Members. &15 An honorary member may be a natural person who has greatly contributed to the development of the idea of the society or in other special way contributed to the Society. &16 The honorary membership of the Society is granted based on a resolution of the General Meeting of Members, at the request of the Management Board. &17 An ordinary member has the right to: 1. choose and be chosen to the authorities of the Society (active and passive voting rights), 2. participate in events organized by the Society, 3. use the Society's devices, services and support, 4. wear an organizational badge, 5. an appeal against resolutions of the Society authorities in matters of membership, the competent authority to consider the appeal is the supreme authority over the authority that issued this decision, 6. submit opinions, applications and demands to the authorities of the Society, 7. co-decide on the Society's program of activities by taking part in adhering relevant resolutions and proposing a resolution move. &18 An ordinary member is obliged to: 1. actively participate in the work of the Society and promote its objectives and program, 2. abide by the statute, regulations and resolutions of the Society authorities, 3. regular payment of fees prevailing in the Society. &19 1. A supporting and an honorary member, except for the rights specified in points 1, 5 and 7 of this paragraph, has the rights specified in § 17. 2. A supporting member is obliged to regularly fulfil the declared benefits and abide by the statute, resolutions and regulations of the Society authorities. 3. An honorary member is obliged to abide by the statute, regulations and resolutions of the Society authorities. 4. Honorary members are exempted from paying membership fees. &20 Membership of the Society terminates as a result of: 1. voluntary resignation from the membership in the Society, notified to the Management Board in writing, 2. death of a member or loss of legal personality by a supporting member who is a legal person, 3. removal from the list of members due to overdue liabilities for a period longer than 6 months, with payment of membership fees, 4. breaking the statute and non-compliance with the resolutions of the Society authorities on the basis of a resolution of the Management Board, 5. deprivation of the honorary member's dignity as a result of a resolution of the authority which granted that dignity. 6. n the case specified in § 20 paragraph 1 point c-e The Management Board is obliged to inform a member of deletion or exclusion, giving the reason for deletion or exclusion, indicating at the same time the authority authorized to examine the appeal and the deadline for submitting the appeal. Resolutions on the mentioned matters may be appealed within 30 days from the date of their delivery. The appeal is submitted through the Management Board. The appeal is considered at the next General Meeting of Members. 7. If a member of the Society has overdue liabilities with the payment of the membership fee or its part, the Society is entitled to seek payment of the overdue membership fee or its part in court.
&21 The authorities of the Society are: 1. General Meeting of Members, 2.Management, 3. Revision Committee. &22 1. Resolutions of all the authorities of the Society, if the statute does not provide otherwise, are adopted in an open vote, by a simple majority, regardless of the number of people present at the meeting of the given authority of the Society. The assembly may pass a confidential vote. 2. If during the term of office the composition of the Board or the Audit Committee of the Society decreases, the composition of these authorities is supplemented from among the unselected candidates, according to a number of votes obtained. The number of co-opted members of the Management Board or the Audit Committee may not exceed 1/2 the number of members of the given body. General Meeting of Members &23 The General Meeting of Members is the highest authority of the Society. The General Meeting of Members is attended by: 1. with a casting vote - ordinary members, 2. with an advisory vote - supporting members, honorary members and invited guests. &24 1. The General Meeting of Members may be ordinary or extraordinary. 2. The Board of the Society informs the members of the Society in writing (or electronically via e-mail to the e-mail address provided previously, if the member of the Society has expressed written consent to this method of notification and indicated to the Board of the Society the suitable e-mail address) about the date, place and proposed order of the General Meeting of Society Members, at least 14 days before the date of the General Meeting of Society Members. &25 The Ordinary General Meeting of the Society Members is convened by the Society Board annually in the first half of the calendar year. &26 The Extraordinary General Meeting of Members is convened by the Management Board: 1. on its own initiative, 2. at the request of the Audit Committee, 3. at the written request, at least 1/3 of the total number of ordinary members. 4. The Extraordinary General Meeting of Members takes place within a period not exceeding 45 days from the date of receipt of the request specified in § 26 paragraph 1 point b or c of the statute. 5. The Extraordinary General Meeting of Members only deliberates on issues for which it has been convened. &27 The competences of the General Meeting of Members include: 1. defining the main directions of the Society's activities, 2. adopting amendments to the statute, 3. adopting regulations not reserved to the jurisdiction of other authorities of the Society, 4. adopting the budget and approving annual financial statements, 5. election and dismissal of the President of the Board and other members of the Management Board, 6. election and dismissal of the Chairman and other members of the Society's Audit Committee, 7. considering and approving reports on the activities of the Management Board and the Audit Committee, 8. adopting resolutions on granting or refusing discharge to members of the Management Board, at the request of the Audit Committee, 9.consideration of applications and postulates submitted by members of the Society or its authorities, 10. consideration of appeals against resolutions of the Management Board, 11. granting and removing the dignity of an honorary member of the Society, at the request of the Board, 12. adopting resolutions on other issues put on the agenda, 13. appointing committees to handle specific matters, 14. adopting a resolution to dissolve the Society and allocate its assets, 15. adopting resolutions in all issues not reserved for the competence of other authorities of the Society. Management Board &28 The Management Board manages the current activities of the Society, in accordance with the resolutions of the General Meeting of Members, represents it outside and is responsible to the General Meeting of Members. &29 1. The Management Board consists of three to seven members, including the President of the Management Board and two Vice Presidents of the Management Board. 2. Members of the Management Board are appointed for an indefinite period. 3.The President of the Board of the Society manages the work of the Board. 4. The principles and mode of operation of the Management Board are set out in the regulations adopted by the Management Board. 5. Meetings of the Management Board are held when needed, but at least 4 times a year. 6. Members of the Management Board may receive remuneration for activities performed in connection with their function. 7. In agreements between the Society and a Member of the Management Board and in disputes 8. The mandate of a Member of the Board of the Society expires upon dismissal, death or resignation by a Member of the Board. &30 1. The Management Board may employ employees and create an office to run the matters of the Society. 2. The office is managed by the Director or Deputy Director during his absence. 3. Employees referred to in § 30 paragraph 1 employs the Society Board. 4. The detailed principles of the office's operation are specified in the regulations adopted by the Society Board. &31 The scope of the Management Board's activities includes: 1. convening the General Meeting of Members, 2. implementation of the program and objectives of the Society and implementation of resolutions of the General Meeting of Members, 3. defining the detailed directions of the Society’s activities, 4. adopting periodical work programs of the Society, 5. representing the Society outside, 6. managing the property of the Society, 7. adopting resolutions on the purchase, sale and encumbrance of the Society’s immovable and movable property, 8. adopting regulations specified in the detailed provisions of the statute, 9. concluding agreements about cooperation with administrative bodies and general authorities of other organizations, 10. applying for granting or depriving the honorary member of the Society by the General Meeting of Members, 11. submitting reports on its activities to the General Meeting of Members, 12. appointing committees or teams to conduct specific works and determining the scope of their tasks, 13. determining the number of membership fees, rules and deadlines for their payment as well as concessions and exemptions from these contributions, 14. adopting resolutions on the affiliation of the Society to national and international organizations and delegating representatives of the Society to these organizations and to foreign events, 15. keeping membership documentation. 16. The Board's resolutions may be appealed to the General Meeting of Members within 30 days from the date of the Board's resolution delivery. The appeal is to be submitted through the Management Board. The appeal is considered at the next General Meeting of Members. &32 1. To solve particular economic, legal or organizational problems related to the statutory activities of the Society, the Management Board may appoint for its term of office auxiliary teams - problem committees, specifying their composition, tasks and the date of completion of individual works. 2. Appointed auxiliary teams - problem committees submit reports on their activities and conclusions to the Management Board. &33 Meetings of the Management Board are convened by the President of the Management Board on his own initiative or at the request of at least one member of the Management Board, within 14 days from the date of submitting the application. Management Board meetings are convened by phone, e-mail or letter. All members of the Management Board must be informed about the meeting of the Management Board. Audit Committee &34 The Audit Committee is the Society’s authority appointed to control its activities. &35 1. The Audit Committee consists of three to five members, including the Chairman, Deputy Chairman and Secretary. 2. Members of the Audit Committee are appointed for an indefinite period. 3. Meetings of the Audit Committee are convened by the Chairman of the Audit Committee on his own initiative or at the request of at least one member of the Audit Committee, within 14 days of submitting the request. Meetings of the Audit Committee are convened by phone, e-mail or letter. All members of the Audit Committee must be informed about the meeting of the Audit Committee. 4. Meetings of the Audit Committee are convened by phone, e-mail or letter. All members of the Audit Committee must be informed about the meeting of the Audit Committee. &36 The scope of activities of the Audit Committee includes: 1. conducting an audit of the substantive and financial activities of the Society at least once a year, including the purposefulness, reliability, correctness and compliance with the provisions of the statute and resolutions of the authorities, 2. presenting the Management Board with post-control reports along with the conclusions, 3. adopting own operating regulations, 4. submitting reports on their activities to the General Meeting of Members and submitting proposals for granting or refusing discharge to members of the Management Board. 5. The Audit Committee has the right to request the members and the Board of the Society to submit written or oral explanations regarding controlled issues. &37 1. Members of the Audit Committee have the right to participate, with an advisory vote, in meetings of the Management Board. 2. Members of the Audit Committee cannot perform other functions in the authorities of the Society. 3. The mandate of a Member of the Society’s Audit Committee expires upon dismissal, death or resignation of a member of the Audit Committee.
&38 The sources of the Society’s assets are: 1. membership fees 2. donations, bequests and inheritance, 3. income from own business, 4. income from the assets of the Society and public donation. 5. The Society conducts financial management and accounting in accordance with applicable regulations. 6. The Society may receive an appropriation according to the rules specified in separate regulations. &39 Two members of the Management Board acting together are authorized to make representations regarding property and non-property rights and obligations and to represent the Society in court and outside the court &40 The Society can create companies and foundations and join existing companies. &41 1. The Society may conduct business activity in accordance with the general principles specified in separate regulations. The Society conducts business activities in the following areas: 1. other retail sales in non-specialized shops; 2. retail sale by mail order companies or the Internet; 3. other retail sales outside the shop network, stalls and markets; 4. other service activities in the field of reservation, not classified anywhere else; 5. other entertainment and recreational activities; 6. other service activities, not classified anywhere else; 7. The income from the economic activity of the Society is for the implementation of its statutory objectives and cannot be allocated to its members. 8. Economic activity is an additional activity compared to public benefit activity resulting from the Statute. 9. The fiscal year coincides with the calendar year. The first financial year ends on December 31st, 2020. &42 The Society conducts financial management and accounting in accordance with applicable regulations.
&43 1. The resolution on amending the statute and the resolution on the dissolution of the Society by the General Meeting of Members requires a qualified majority of 2/3 votes with the participation of at least half of the persons entitled to vote. 2. The resolution of the General Meeting of Members of the Society on the dissolution of the Society specifies the goal for which its property is allocated. 3. The liquidator, after completing the liquidation, applies to the registry authority with the motion to remove the Society from the register.
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