Statute


The uniform text with amendments made until January 24, 2013

 

 

  THE STATUTE
OF
POLISH SCIENTIFIC SOCIETY OF COMBUSTION ENGINES

 

 

Chapter 1
The name, area of activity, registered office and legal character

§ 1

POLISH SCIENTIFIC SOCIETY OF COMBUSTION ENGINES hereinafter referred to as the "Society" is a voluntary, self-governing organization of people dealing with issues of combustion engines.

§ 2

The Society operates under the Act – Law on Associations

§ 3

The Society is registered and has legal personality.

§ 4

The area of operations of the Society is the Republic of Poland. The registered office is in the city of Bielsko-Biala.

§ 5

The Society has the right to use a seal, insignia and organizational signs.

 

Chapter 2
The objective and manners of operation

§ 6

The objectives of the Society are as follows:  
1) supporting and developing scientific and technical activity concerning combustion engines;
2) organizing activity integrating both home and foreign industrial scientific-didactic community associated with combustion engines, promoting the results of its work and constituting a discussion forum; these aims are to be achieved, inter alia, by the following:
    a) organizing  scientific-technical conferences,
    b) organizing scientific schools,
    c) carrying out publishing activities,
    d) carrying out advertising activities;
3) carrying out opinion-forming activities within the scope of combustion engines;
4) carrying out consulting activities within the scope of combustion engines;
5) carrying out activities supporting young scientific and engineering staff associated with combustion engines. 

§ 7

1. The Society bases its activity mainly on voluntary work of its members.
2. In order to achieve its objectives, the Society uses the funds derived from the income of the Society.

§ 8

The Society carries out business activities within the scope of activity of professional organizations in accordance with Polish Industry Classification 94.12.Z.


Chapter 3
Members, their rights and obligations

§ 9

The members of the Society are divided into:
    1) ordinary,
    2) supporting,
    3) honorary.

§ 10

Adult citizens of the Republic of Poland and foreigners may become ordinary members on condition that they submit a written application, obtain recommendation of at least two ordinary members of the Society, pay the registration fee and shall be accepted by the Society’s Board.

§ 11

Ordinary members have the right  
1) to participate in the General Meetings of the Society with passive and active voting rights to all bodies of the Society,
2) to submit proposals and requests to the authorities of the Society,
3) to demand, according to the procedure specified in the Statute, conveying an Extraordinary General Meeting of the Society and placing specific issues in the agenda,
4) to view the minutes of the General Meetings of the Members of the Society  and financial reports,
5) to view the register of the members of the Society,
6) to obtain information on the date and agenda of The General Meeting of the Members of the Society,
7) to be awarded with diplomas and medals and rewards for active participation in the realization of the statutory objectives of the Society. 

§ 12

Physical persons and legal persons supporting the objectives of the Society may become supporting members when they are accepted by the Society’s Board, and when they declare material-financial assistance for the Society.  

§ 13

Supporting members have the power
1) to participate directly, or through their delegates, in General Assemblies of the Members of the Society,
2) to submit proposals or requests to the authorities of the Society,
3) to use other rights provided by the Society’s Board,
4) to be awarded with diplomas and medals and rewards for active participation in the realization of the statutory objectives of the Society. 

§ 14

Honorary membership is granted by the General Assembly of the Members of the Society to the members whose achievements constitute special contribution in the realization of the statutory objectives of the Society.

§ 15

Honorary members have the right
1) to participate directly, or through their delegates, in General Assemblies of the Members of the Society,
2) to submit proposals or requests to the authorities of the Society,
3) to use other rights provided by the Society’s Board,
4) to be awarded with diplomas and medals and rewards for active participation in the realization of the statutory objectives of the Society. 

§ 16

Honorary members may simultaneously be ordinary members with full rights and obligations.

§ 17

The obligations of ordinary and supporting members of the Society include:
1) active participation in the work of the Society,
2) observance of the articles of the Statute and resolutions of the authorities of the Society,
3) descent representation of the Society,
4) paying fees according to the principles established by the General Assembly of the Members of the Society. 

§ 18

1. Membership in the Society shall expire upon:
1) submitting an unsolicited written resignation to the Society’s Board,
2) exclusion from the list of members due to a resolution of the Society’s Board in the event of:
    a) deliberate breach of the Articles of the Statute,
    b) lack of participation in the statutory activities of the Society for at least six months,
    c) actions to the detriment of the Society,
3) death of the member,
4) loss of legal personality of the supporting member,
5) dissolution of the Society.
2. The member excluded from the list of members has the right to appeal within 30 days to the General Assembly of the Members of the Society and support their appeal at the General Assembly of the Members of the Society. The General Assembly of the Members of the Society should examine the appeal at the subsequent General Assembly of the Members of the Society. The decision of the General Assembly of the Members of the Society is final.

Chapter 4
The Society’s authorities 

§ 19

1. The Society’s authorities are:
1) the General Assembly of the Members of the Society;
2) the Society’s Board,
3) the Audit Committee.
2. The term of office is four years.
3. The election of authorities is a secret or open ballot depending on the decision of the General Assembly of the Members of the Society.
4. Resolutions of all Society’s authorities fall by a simple majority of votes, unless stipulated otherwise by the articles of the Statute.

§ 20

1. The General Assembly of the Members of the Society is the Society’s highest authority and can be of either ordinary or extraordinary nature.
2. The General Assembly of the Members of the Society shall be convened by the Board upon a notion advanced to the members of the Society.
3. The General Electoral-Reporting Assembly of the Members of the Society shall be convened by the Society’s Board once every four years.
4. The General Reporting Assembly of the Members of the Society shall be convened by the Society’s Board once every two years.
5. The Extraordinary General Assembly of the Members of the Society shall be convened by the Society’s Board:
1) on its own initiative;
2) at the request of the Audit Committee;
3) at the request of 1/3 of the number of all members.
6. The Extraordinary General Assembly of the Members of the Society shall be convened not later than within 3 months since the date of submission of the request or passing the resolution, and shall debate the issues for which is has been convened. 

§ 21

1. The General Assembly of the Members of the Society shall have the following powers:
1) designation of the directions of organizational and financial activities of the Society;
2) considering and approving reports of the Society’s Board and Audit Committee;
3) acknowledgement of the fulfillment of duties of the Society’s Board at the request of the Audit Committee;  
4) appointment of the Society’s Board and Audit Committee;
5) passing resolutions on amendments of the Statute or dissolution of the Society;
6) determining the amount and procedure of paying membership fees;
7) determining the amount and procedure of paying the entry fee;
8) accepting honorary members of the Society;
9) passing resolutions in the appeal procedure on dismissal or suspension of a member of the Society’s Board or Audit Committee;
10) passing resolutions in the appeal procedure on sanctions or excluding a member from the list of Society’s Members.
11) considering and deciding on other issues placed on the agenda of The General Assembly of the Members of the Society.
2. The Delegates Assembly considers and approves financial reports and divides or covers the net financial results. The delegates in the number of 3 persons shall be elected by  The General Assembly of the Members of the Society for the Society’s Board term in office.  

§ 22

1. In order that the resolutions of the General Assembly of the Members of the Society be valid, at least 1/3 of the number of  the members entitled to vote on the first date must be present, and on the second date – regardless of the number of the present members, provided the date was given in a notice.
2. Persons with the advisory vote who are invited by the Society’s Board may attend the general Assembly of the Members of the Society.  

§ 23

1. The Society’s Board consists of the President and members of the Society’s Board.
2. The President of the Society’s Board is elected by the General Assembly of the Members of the Society among the members of the Society.
3. The Society’s Board is elected by the General Assembly of the Members of the Society in an even number, greater than 4 and less than 16.
4. The Society’s Board shall elect from among themselves: vice-Presidents of the Society’s Board in the number from 1 to 3, the Secretary of the Society’s Board and the Treasurer of the Society’s Board.
5. Two members of the Society’s Board are authorized to represent the Society outside, except that in financial matters one of the members is the Treasurer of the Society’ Board.

§ 24

Meeting of the Society’s Board shall be held when necessary but not less frequently than once in three months.

§ 25

1. The validity of the resolutions of the Society’s Board requires that at least 1/3 of the number of  the members entitled to vote plus one member be present, including the President or vice-President of the Society’s Board.
2. The Board may conduct voting by means of electronic mail.
3. The rules of conducting voting via electronic mail are stated in the Regulations of the Board. 

§ 26

In the period between the meetings of the Society’s Board,  the President shall have its powers, except the powers arising from §27 pt.1.

§ 27

The tasks of the Society’s Board include managing current activities of the Society in the period between the General Assemblies of the Members of the Society, and in particular:
1) representing the Society and acting on its behalf;  
2) implementing the resolutions passed by the General Assembly of the Society’s Members;
3) adopting interim action plans and budget estimates;
4) establishing and dissolving committees on problematic issues;
5) accepting and excluding members of the Society;
6) managing the assets and funds of the Society;
7) reporting on the activities of the Society;
8) suspending and dismissing members of the Society’s Board;
9) granting honors and awards for active participation in the realization of the Society’s tasks. 

§ 28

1. A member of the Society’s Board may be suspended in their duties or dismissed from the Society’s Board if the member does not perform the adopted duties, does not act in accordance with the Statute, or in any other way failed the trust of the Society’s members.
2. A resolution to suspend in activities or dismiss a member from the Society’s Board shall be approved by a majority of 2/3 of the number of votes, in the presence of at least ½ of the number of members of the Board plus one member eligible to vote.
3. The excluded or suspended member of the Society’s Board shall have the right to appeal to the General Assembly of the Members of the Society within 30 days of the adoption of the resolution on the exclusion or suspension and support their appeal at the General Assembly of the Members of the Society. The General Assembly of the Members of the Society should examine the appeal at the subsequent General Assembly of the Members of the Society. The decision of the General Assembly of the Members of the Society is final.
4. The suspension of the member of the Society’s Board may not be longer than 6 months.
5. In place of the excluded member of the Society’s Board, or for the period of suspension of the member of the Society’s Board, another member of the Society shall be accepted who obtained the next highest number of votes during the election of the members of the Society’s Board.
6. The number of supplemented members of the Society’s Board may not exceed 1/3 of the number of its members. 

§ 29

1. The Audit Committee supervises the activity of the Society.
2. The Audit Committee shall consist of 3 members, elected by the General Assembly of the Members of the Society.
3. The Audit Committee shall select the Chairperson and Secretary from among themselves.
4. The Audit Committee operates on the basis of the regulations adopted by the General Assembly of the Members of the Society.
5. The duties of the Audit Committee shall include:
1) conducting periodic inspections of the statutory and financial activities of the Society;
2) issuing post-control recommendations in case any infringements of activities are found, determining the terms and methods of their removal;
3) reporting on its activity at the general Assembly of the Members of the Society;  
4) submitting a motion either to grant or to refuse the acknowledgement of the fulfillment of duties of the Society’s Board;  
5) submitting a motion for convening the Extraordinary General Assembly of the Members of the Society or for convening a meeting of the Society’ Board in the event of finding unlawful activities of the Society’s Board, or activities that are against the Statute or essential interests of the Society;
6. The chairperson of the Audit Committee shall have the right to attend all meetings of the Society’s Board or committees on problematic issues. 

§ 30

1. A member of the Audit Committee may be suspended in their duties or dismissed from it if the member does not perform the adopted duties, does not act in accordance with the Statute, or in any other way has failed the trust of the Society’s members.
2. A resolution to suspend in activities or dismiss a member from the Audit Committee shall be approved by the General Assembly of the Members of the Society. The decision of the General Assembly of the Members of the Society is final.
3. The suspension of the member of the Audit Committee may not be longer than 6 months.
4. In place of the excluded member of the Audit Committee, or for the period of suspension of the member of the Audit Committee, another member of the Society shall be accepted who obtained the next highest number of votes during the election of the members of the Audit Committee.
5. The number of supplemented members of the Audit Committee may not exceed 1/3 of the number of its members.

 

Chapter 5

Awards and sanctions

§ 31

1. Active participation in the realization of the Society’s objectives may be rewarded with diplomas,  medals and awards.
2. The rules and procedures for granting honors and awards are determined in the regulations adopted by the Society’s Board.

§ 32

1. In the event of violation of procedures and resolutions of the authorities of the Society, the Society’s Board has the power to coerce the following sanctions:
1) warning;
2) reprimand;
3) suspension of membership rights of the Society for up to 1 year;
4) excluding from the list of members of the Society.
2. The penalized member of the Society shall have the right to appeal to the General Assembly of the Members of the Society within 30 days of the date of adoption of the resolution. The resolution of the General Assembly of the Members of the Society is final.


Chapter 6
Assets and funds
§ 33

1. The assets of the Society may contain  real estate, movables and funds.
2. The assets of the Society shall be formed from:
1) membership fees;
2) donations and legacies;
3) grants;
4) income from business activities of the Society;
5) other income.

§ 34

In order for the statements regarding rights, contracting property obligations and granting full powers to be valid, signatures are required of two members of the Society’s Board of the following persons:  the President, Vice Presidents, Secretary and Treasurer.


Chapter 7
Amendments in the Society’s Statute and dissolution of the Society
§ 35

Resolutions concerning amendments in the Statute shall be approved by the General Assembly of the Members of the Society by a simple majority of votes, in the presence of at least ½ of the number of members in the first term, and on the second date – regardless of the number of the present members.

§ 36

1. The resolution on the dissolution of the Society shall be approved by the General Assembly of the Members of the Society by a simple majority of votes, in the presence of at least ½ of the number of members in the first term, and on the second date – regardless of the number of the present members.
2. A resolution on the allocation of the Society’s assets shall be prior to the resolution on the dissolution of the Society.


Chapter 8
Final provisions
§ 37

Matters not regulated by the Statute shall be governed by the law in force in the Republic of Poland, and by the Act – Law on Associations of April 7, 1989.

Warsaw, Dec 9, 2001.