Association Statute

  1. The Association, operating under the Act of 7 April 1989 The Law on Associations (i.e. Journal of Laws of 2019, item 713) and this Statute, hereinafter referred to as the “Association”, is called Ogólnopolskie Stowarzyszenie Regionalnych Funduszy Rozwoju. The Association may use the abbreviation “Stowarzyszenie RFR”.
  2. The Association may use its name in the English language: Polish Association of Regional Development Funds.
  3. The Association is seated in Warsaw.
  4. The Association operates in the territory of the Republic of Poland.
  5. For the proper execution of its statutory objectives, the Association may operate outside the Republic of Poland.
  6. The Association may, in accordance with the principles set out in the provisions of law, create a union of associations.
  7. The Association may be a member of national and international organisations.
  8. The term of the Association is unlimited.
  9. The Association is a legal entity, it may acquire rights and incur obligations within the limits provided for by the provisions of law.
  10. The Association’s activities are based on the social work of its members, and to conduct its affairs, it may employ employees, including Members of the Association.
  11. The Association may not conduct business activities.

  1. The aim of the Association is:
    a) to represent and protect the interests common to the Members of the Association;
    b) to undertake and support activities contributing to the sustainable development of the regions covered by the activities of the Members of the Association;
    c) to integrate the regional development funds’ milieu;
    d) to support entrepreneurship in the regions covered by the activities of the Members of the Association;
    e) to cooperate with governmental, self-government, and financial institutions as well as other entities pursuing similar aims in the field of sustainable development;
    f) to promote the Association.
  2. The Association pursues its aims in particular, but not exclusively through:
    a) initiating and supporting activities contributing to the sustainable development of the regions and the country;
    b) representing the interests of the Association at the national, European, and international level;
    c) influencing the shaping of an economic policy supporting the development of the regions, entrepreneurship, and the regional development funds;
    d) preparing and submitting to the legislative bodies and governmental and self-government administration opinions on financial instruments and other forms of financing to support regional development;
    e) initiating and supporting cooperation with public, non-governmental, financial, and other institutions pursuing similar economic development-related aims, including business environment institutions;
    f) supporting the cooperation of the Association’s Members in developing the offer of financing forms in the form of financial instruments;
    g) collecting and disseminating information on the functioning and offer of regional development funds;
    h) organising training programmes, consultancy, and conferences;
    i) cooperation with regional, national, and foreign institutions in the areas of raising funds for activities undertaken by the regional development funds as well as exchanging experiences in supporting sustainable development and entrepreneurship.

  1. The members of the Association are divided into the following two groups:
    (a) ordinary members,
    (b) supporting members.
  2. An ordinary member may be any adult natural person who is a citizen of the Republic of Poland or a foreigner, regardless of their place of residence, who will declare a desire to join the Association and engage in activities serving the attainment of Association’s aims.
  3. Supporting members of the Association may be legal entities, as long as the scope and subject of their activities does not contradict the Association’s aims. A supporting member can be a legal person interested in the activities of the Association, who has declared to provide it with financial, material, or intellectual assistance and oriented towards participating in the implementation of the Association’s aims. A supporting member may be required to pay membership fees, the amount as well as terms of calculation and payment of which will be specified in a relevant resolution of the General assembly. Legal entities may operate in the Association through their representatives. A legal entity may only be a supporting member of the Association.
  4. In order for a new member to be accepted, they must put forward their candidacy in writing; the Board of the Association accepts or rejects the candidacy by resolution.
  5. The founders of the Association, who signed the list of founders attached to the application for registration of the Association become its members when the Court decision on the registration of the Association becomes final and legally binding.
  6. Membership of the Association is acquired, subject to sec. 5 above, by the acceptance of the candidacy by the Board of the Association by a simple majority of votes and in the form of a resolution, announced to those interested in writing within 30 days from the date of candidacy submission.
  7. Members of the Association are obliged in particular to:
    a) take action to contribute to the development of the Association;
    b) actively participate in the implementation of the Association’s aims;
    c) contribute to the good name and image of the Association;
    d) observe the provisions of the Statute, regulations, resolutions of the authorities of the Association, and generally applicable law;
    e) pay membership fees.
  8. Members of the Association, subject to sec. 9, have in particular the right to:
    a) actively participate in the on-going activities and work of the Association;
    b) actively and passively participate in elections for the Association bodies;
    c) put forward motions, proposals, and complaints with respect to all matters concerning the Association’s aims and operation;
    d) use the resources of the Association intended for its members including, in particular, its premises, technical equipment, consultancy, and legal services.
  9. Supporting members do not have the right to vote and do not have the right to participate in the General Assembly of Members of the Association, but can participate in an advisory capacity in the activities of the statutory authorities of the Association.
  10. The cessation of membership in the Association is a result:
    a) a written statement of a Member on their resignation from membership in the Association submitted to the Association Board;
    b) removal from the list of members by a resolution of the Board adopted by an simple majority for activities contrary to the Statute or resolutions of the Association, or for acting to the detriment of the Association;
    c) removal from the list of members by a resolution of the Board adopted by a simple majority due to arrears in the payment of membership fees for at least two payment periods;
    d) the loss of public rights established by a legally binding court judgement;
    e) death of the Member concerned;
    f) loss of legal capacity.
  11. The resolution of the Board of the Association on the loss of membership under § 3. sec. 10 b) and c) of the Statute may be appealed to the General Assembly of Members of the Association within 30 days of its delivery. The appeal is considered at the following General Assembly of Members of the Association. The resolution of the General Assembly of Members of the Association on the appeal is final.
  12. In the event where it is impossible to determine the address of residence/seat of a Member of the Association and contact them or systematic failure to meet their statutory obligations, the Board has the right to suspend such a Member of the Association in their rights for up to two years, by way of a resolution. If during this time the suspended Member of the Association does not declare in writing their willingness to continue to act as its member, they are automatically removed from the list of Members of the Association.

  1. The Authorities of the Association are: a) the General Assembly of Members of the Association;
    b) the Board of the Association;
    c) the Audit Committee.
  2. In the event of termination of membership or exclusion from the Association of a person who is a member of the Authorities of the Association during the term of office, the Authorities have the right to supplement their membership and make changes to it.

  1. The highest authority of the Association is the General Assembly of Members of the Association, hereinafter referred to as the “General Assembly”.
  2. The General Assembly is responsible in particular for:
    a) defining the main lines of action of the Association;
    b) adopting the Association’s action programme;
    c) examining and approving the reports of the Board and the Audit Committee;
    d) granting a vote of approval to the Board;
    e) adopting and amending the Rules of Procedure of the General Assembly;
    f) electing and dismissing members of the Board by secret vote;
    g) electing and dismissing members of the Audit Committee by secret vote;
    h) receiving reports of the Board on the activities of the Association and financial statements;
    I) receiving reports of the Audit Committee;
    j) adopting the amount of membership fees upon a proposal from the Board;
    k) adopting amendments to the Statute;
    l) adopting resolutions on the appointment by the Association of other organisations and subsidiary bodies;
    m) adopting resolutions on the dissolution of the Association;
    n) considering appeals against decisions of the Board moved by the Members of the Association;
    o) considering complaints against the activities of the Board;
    p) taking resolutions on any matter raised for debate.
  3. In cases where the Statute does not determine the competence of the Authorities of the Association, adopting resolutions lies with the General Assembly of Members.
  4. The Ordinary General Assembly is convened at least once every twelve months.
  5. The Extraordinary General Assembly may be held at any time.
  6. The General Assembly is convened by the Board on its own initiative, at the written request of at least 2 members of the Audit Committee, or at least half the total number of ordinary Members of the Association.
  7. Information on the date, place, and proposed agenda of the General Assembly is provided by the Board to the Members of the Association on the website of the Association (if the Association has a website) and by e-mail or telephone no later than 14 days before the planned date of the meeting.
  8. All Members of the Association are entitled to participate in the General Assembly.
  9. Each Member has one vote at the General Assembly.
  10. Voting is open, unless a specific provision of this Statute provides otherwise.
  11. Resolutions of the General Assembly are passed by a simple majority of votes of the Members present, unless a specific provision of this Statute provides otherwise.
  12. A resolution of the General Assembly is valid if at least half the members of the Association participated in the vote.

  1. The executive and management body of the Association is the Board.
  2. The Board manages the operation of the Association and is responsible for its activities before the General Assembly of Members of the Association.
  3. Members of the Board cannot be persons convicted of an intentional indictable offence or fiscal crime.
  4. The Board comprises 3 to 7 members, including the President of the Board and Members of the Board.
  5. The President of the Board is appointed by the General Assembly. Members of the Board are appointed by the General Assembly upon a motion put forward by the President.
  6. The first term of office of the Board is 2 years, and each subsequent term is 3 years.
  7. The competence of the Board includes:
    a) implementation of the Association’s aims;
    b) execution of the resolutions adopted by the General Assembly;
    c) management of the Association’s funds and assets;
    d) management of the Association’s on-going operation;
    e) drawing up the Association’s operational plans and budgets;
    f) representing the Association in relations with external entities;
    g) accepting new Members and removing Members from the list of Members of the Association;
    h) convening the General Assembly of Members of the Association;
    i) drawing up and adopting the Rules of Procedure for the Board’s Activities.
  8. The President or two Members of the Board acting jointly are entitled to represent the Association in relations with external entities.
  9. Board meetings are held as needed, but not less frequently than every quarter.
  10. Resolutions of the Board are adopted by a simple majority of votes in the presence of at least half the number of the Members of the Board. In the event of an equal number of votes, the President’s vote is decisive.
  11. The internal rules and order of activities of the Board are defined in the Rules of Procedure for the Board’s Activities.
  12. Members of the Board may receive remuneration for performing their functions. The amount of remuneration is determined by a resolution of the General Assembly.
  13. The Board may establish the Office of the Association to handle the Association’s affairs, specifying its organisation and scope of activities.

  1. The Audit Committee comprises 3 to 7 members appointed by the General Assembly of Members of the Association, including the Chairperson, Vice-Chairperson, and Member(s).
  2. The Audit Committee is represented by the Chairperson, who convenes and chairs its meetings. In the event of the Chairperson’s absence, their duties are performed by the Vice-Chairperson.
  3. Members of the Audit Committee may not be members of a governing body of the Association or be married to them, in cohabitation, in a relationship of kinship, affinity or subordination to business, may not be convicted of an intentional indictable offence or fiscal offence.
  4. The competence of the Audit Committee includes:
    a) control of the on-going activity of the Association;
    b) receiving reports of the Board on the activities of the Association;
    c) submitting written reports on its activities to the General Assembly;
    d) putting forward motions on a vote of approval to the Board of the Association;
    e) putting forward motions on convening the General Assembly;
    f) annual audit of the Association’s financial management;
    g) annual audit of the state of the Association’s assets and the Board’s manner of managing its assets.
  5. The activity of the Audit Committee is regulated by the regulations adopted by this Committee.
  6. In the agreements concluded between the Association and a Member of the Board and in disputes with them, the Association is represented by the Chairman of the Audit Committee.
  7. Resolutions of the Audit Committee are adopted by a simple majority of votes in the presence of at least half the Members of the Committee.
  8. The term of office of the Audit Committee is 3 years.

  1. Membership in the Board of or the Audit Committee ceases as a result of:
    a) expiry of the term of office;
    b) termination of membership in the Association;
    c) resignation of the seat;
    d) dismissal by the General Assembly;
    e) death of the Member concerned.
  2. In the event of failure to grant a vote of approval to the Board, a motion for its dismissal may be put forward by any Member of the Association present at the General Assembly, even if the matter is not on the agenda.
  3. The resolution of the General Assembly on the dismissal of a Member of the Board or Audit Committee is passed by a qualified majority of 2/3 of votes.

  1. The assets of the Association originate from membership fees, donations, inheritances, bequests, income from own activities, income generated with the assets of the Association, and public generosity, as well as from other legally permitted sources. The Association may accept donations, inheritances, and bequests, as well as benefit from public generosity and receive grants.
  2. Assets of the Association are managed by the Board.
  3. For exercising the rights and incurring liabilities exceeding the amount of 100,000 PLN (in words: one hundred thousand zloty) the consent of the General Assembly is required in the form of a resolution adopted by a simple majority.
  4. The funds held and obtained by the Association may be used only for the implementation of its statutory aims.

  1. The Association may be dissolved as a result of a resolution to dissolve it adopted by the General Assembly by a qualified majority of 2/3 of the number of votes.
  2. The resolution on the dissolution of the Association determines the method of its liquidation and the use of the Association’s assets.

The financial year of the Association coincides with the calendar year, with the first financial year ending on December 31, 2020.

Any amendments to the Statute require a resolution of the General Assembly adopted by a qualified majority of 2/3 of votes.

The provisions of the Law on Associations apply in matters not regulated by this Statute.