The Statue of the Alumni Association with a seat in Warsaw.

Chapter I
General provisions

§ 1.
The Alumni Association called further the Association is a legal entity.

§ 2.
The name of the Association is legally restricted.

§ 3.
The territory of the whole country is an area of the Association’s operations while a seat of its supreme authorities is located in Warsaw. The Association may also operate outside of the country in line with legal regulations and statutory rights.

§ 4.
The Association bases its work on the social work of its members. It can hire employees to carry out its activities.

§ 5.
The Association may use badges and stamps on the principles defined in the detailed rules. The detailed rules are passed by the Management Board by the means of a resolution.

Chapter II
Objectives and ways of operation

§ 6.
Objectives and program areas of the Association:

1. The Association aims to support and work for the purpose of bringing the nations of the Republic of Poland and the United Stated of America closer by especially promoting and supporting cultural, scientific, educational, social, information and economic activities.

2. The Association aims at maintaining contacts established by participants of exchange programs and trainings sponsored by the American government after they came back to the country of origin.

3. The Association aims at developing exchange programs covering particular areas of interest of those participants who return to Poland.

4. Promoting the Association and encouraging participants of the exchange programs to join the Association

5. Organization of addresses and meetings of exchange programs’ participants.

6. Organization of thematic conferences.

7. Organization of projects for regional and local communities.

8. Promotion of cooperation between central government and local government agencies, and NGOs.

9. Creating possibilities for the professional development of the alumni.

§ 7.
The Association pursues its objectives by the means of:

a) inspiring and carrying out various projects in such areas as: culture, science, education, information, economy and social activity,
b) free of charge consulting, legal assistance and trainings,
a) cooperation with institutions, organizations and Associations following similar objectives,
b) organization of meetings, symposia, conferences and workshops,
c) cooperation and mutual support of the Association’s members,
d) cooperation with other legal and natural persons,
e) carrying out activities aimed at integrating members of the Association through social,
f) cultural and recreational activities,
g) organizing social campaigns,
h) free of charge assistance of educational programs,
i) contacts with the media.

Chaprter III
Members, their rights and duties

§ 8.
Natural and legal persons may be the members of the Association.

§ 9.
Members of the Association may have the following status:

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

§ 10.
1. An ordinary member may be a natural person who has the full capacity for legal activities and is not deprived of public rights. This person took part in one of the exchange programs sponsored by the State Department. It is the Management Board which makes a decision on  his/ her admission by the means of a resolution.

2. A honorary member of the Association may be a natural person who brought an outstanding contribution to strengthening of the ties between the Republic of Poland and the United States of America. It is the Management Board which makes a decision on awarding the honorary membership by the means of a resolution.

3. A supporting member may be a legal or natural person interested in the activities of the Association who declared financial and other type of support. The legal and natural person acts in the Association through its representative. It is the Management Board which decides about granting the title of a supporting member by the means of a resolution.

4. The admission of ordinary members is effected on the basis of a written declaration of interested parties. The format of the declaration is enacted by the management Board.

5. Honorary and supporting members are admitted to the association based on the Board’s written resolution and/or the oral consent of a nominee.

6. An ordinary member is entitled to:

a) active and passive voting right to the authorities of the Association, if there are no overdue membership fees
b)  participation in the activities of the Association,
c) submitting opinions and motions on the Association’s authorities operations.

7. An ordinary member is obliged to:

1) observe the statute, rules and resolutions of the Association’s authorities,
2) regular payment of membership fees and other contributions to the Association,
3) supporting and actively pursuing purposes of the Association,
4) presenting the list and status of tasks realized for the Association,
5) contributing with his/her attitude and activities to the cause of increasing the role and importance of the Association,
6) take care for the good reputation of the Association.

§ 11.
1. A supporting member has the rights set forth in § 10.6.b-c.

2. A supporting member has the duties set forth in § 10.7.

§ 12.
1. An honorary member has the rights set forth in § 10.6.b-c.

2. An honorary member has the duties set forth in § 10.7.

§ 13.
1. Membership in the Association ceases upon:

a) voluntary resignation from the membership in the Association, submitted in writing to the Management Board after settling all obligations towards the Association,
b)  decease of a member or loss of legal personality by the supporting member,
c) unjustified violation of the membership fees regime or of other obligations for the period longer than 1 year.
d) Exclusion based on a resolution of the General Meeting of Members

2. The General Meeting of Members decides on a member’s exclusion when:

a) a member is detrimental to the Association
b) a member is receives a valid sentence for any deliberately committed crime
c) a member acts in an unfriendly manner towards the other members
d) in other cases further membership cannot be reconciled with the Association’s goals

3. A resolution on exclusion defines the date of the exclusion.

4. The expiration of membership resulting from the circumstances described in point 1.a-c is decided by the Association Board

Chapter IV
Administrative Bodies of the Association

§ 14.
1.The Association has the following Administrative Bodies:

a) The General Meeting of Members,
b) The Association Management Board
c) The Steering Committee.
d) The Reviewing Committee

2. The tenure of the Management Board, the Steering Committee and the Reviewing Committee lasts for 4 years. Their members are appointed and recalled by the General Meeting of Members by the secret ballot’s simple majority regardless of the number of a meeting’s participants.

3. Resolutions of the Association’s Management Board are passed in an open vote, by a simple majority of votes in presence of at least half of the general number of authorized members (quorum) unless the statute states otherwise. Resolutions voted in secret ballot are passed by the Board’s quorum.

4. Resolutions of the Steering Committee are passed in an open vote, by a simple majority, with presence of at least half of the general number of authorized members (quorum) unless the statute states otherwise.
Resolutions voted in secret ballot are passed by the Steering Committee’s quorum.

5. Resolutions of the Reviewing Committee are passed in an open vote, by an ordinary majority, with presence of at least half of the general number of authorized members (quorum) unless the statue states otherwise. On the basis of a resolution passed by the full composition of the Reviewing Committee this body may pass resolutions by secret ballot.

§ 15.
In case of resignation, exclusion or death of a member of the Association’s authorities during its tenure, the composition of the authorities is supplemented by carrying out election for the vacant position.

General Meeting of Members

§ 16.
1. The General Meeting of Members is the Association’s supreme authority.
2. The General Meeting of Members consists of:
1) with a deciding vote – ordinary members,
2) with an advisory vote  – supporting and honorary members.

§ 17.
1. The General Meeting of Members can be of ordinary or extraordinary character.

2. A reporting General Meeting of Members is summoned once a year, no later than on June the 30th.

3. The General Meeting of Members proceeds in accordance with rules of the meetings passed by the GMM.

4. The presidium composed of the chairman and secretary chairs the General Meeting.

5. The presidium of the General Meeting is elected in an open vote with a simple majority of present members for the period of duration of the General Meeting from among the members of the Association.

6. A member of the Association’s authorities completing his/her term cannot enter into the composition of the presidium of the General Meeting of Members.

7. The extraordinary Meeting of Members is summoned in particularly justified cases by:

1) the Management Board,
2) the Steering Committee
3) the Reviewing Committee,
4) At least ¾ of the members of the Association.

8. The Management Board notifies members in writing by mail or e-mail, at least 14 days before the date of the meeting about the place, date and draft of the agenda of the General Meeting of Members.

9. All the resolutions of the General Meeting of Members are passed in an open vote by an ordinary majority irrespective of number of members of the Association participating in the meeting with the exception of the situation set forth in § 29.1.

10. Appointment of statutory authorities on the expiry of every tenure takes place by simple majority.

§ 18.
1. The competencies of the General Meeting of Members include in particular:
a) enacting the statute and its changes,
b) selection and dismissal of members of the Association’s authorities,
c) analyzing and approving of Association’s authorities reports,
d) passing resolutions on dissolution of the Management Board and allocation of its property,

§ 19.
1. The Management Board calls the Extraordinary Meeting of Members:

a) on its own initiative,
b) on the request of the Steering Committee
c) on the request of the Reviewing Committee
d) on a written motion of at least ¾ of the general number of ordinary members.

2. The Management Board is obliged to summon an Extraordinary General Meeting of Members within 2 months from the date of receiving the request or application described in passage 1 points 2 and 3.

3. The General Extraordinary Meeting of Members debates only issues it was summoned to discuss.

4. If the Management Board does not summon the Extraordinary General Meeting of Members within the timeline given in passage 2, the members filing a motion to summon Extraordinary General Meeting of Members as listed in passage 1.b-c may do it on their own one month after the expiry of the deadline described in passage 2. The organizers of such Extraordinary General Meeting of Members explain reasons for the applied procedure in the given notice.

The Management Board

§ 20.
1. The Management Board has the supreme authority of the Association. It directs the overall activities of the Association in line with resolutions of the General Meeting of Members, represents it towards and outside world and is responsible before the General Meeting of Members.

2. The Board is composed of 2 to 10 members.

a)  In case of a Board composed of two persons these are: The President of the Board and the Treasurer. The function of the Treasurer is tantamount to the function of the deputy president of the Board.
b) In case of the Management Board composed of three persons these include: the President of the Board and two deputy presidents of the Board. One of the Vice presidents of the board carries out a function of the Treasurer.
c) in case of the Management Board composed of four or more persons these are: President of the Board, Vice-Presidents. One of the Vice-Presidents of the board is the Treasurer.

3. The General Meeting of Members of the Association appoints and recalls the President and the members of the Board.

4. Meetings of the Management Board are held no less frequently than three times a year. A meeting of the Board is summoned by passing on by the President of the Board or his deputy information about a date, location and agenda of the meeting.

§ 21.
1. The Management Board’s scope of activities include:

a) execution of resolutions of the General Meeting of Members,
b) preparing the Association’s budget,
c) defining the amount of membership fees,
d) managing the assets of the Association,
e) making decisions on purchasing or selling the mobile and immobile property,
f) making decisions on undertaking financial obligations on behalf of the Association
g) summoning ordinary and extraordinary Meetings of Members and developing a draft agenda for an ordinary or extraordinary Meeting of Members
h) making resolutions on admitting and excluding members,
i) submitting reports on its activities to the General Meeting of Members,
j) carrying out every day operations of the Association,
k) preparation and ensuring effective operations of the office

The Steering Committee

§ 22.
1. The Steering Committee is an opinion-making and advisory body set up at the General Meeting of Members and consists of 3-10 members

2. The Steering Committee is composed of ordinary, supporting and honorary members.

3. It is the Chairman and his Deputy who manage the activities of the Steering Committee. Members of the Steering Committee elect the Chairman and his deputy by the secret ballot’s simple majority. The Chairman and Deputy Chairman of the Steering Committee who are ordinary members of may at the same time be members of the Management Board. The Chairman and Deputy Chairman of the Steering Committee who are supporting and honorary members may not at the same time be members of the Management Board.

4. Authorities and members of the Steering Committee meet at least 3 times a year. The Steering Committee’s meetings are summoned by passing on by the Chairman or his Deputy information on  the date, place and agenda.

5. The Steering Committes’ scope of activities cover submitting conclusions, opinions, short and long-term plans to the Management Board.

The Reviewing Committee

§ 23.
1. The Reviewing Committee is the Association’s body set up to carry out a control over its activities.

2. The Audit Committee is composed of three members – Chairman and two members.

§ 24.
1. The scope of activities of the Reviewing Committee include:

a) controlling the overall activities of the Association,
b) submitting to the Management Board conclusions resulting from the executed reviews,
c) the right to summon an extraordinary General Meeting of Members if it finds that the Management Board does not fulfill its statutory duties and also the right to call up a Meeting of the Board,
d) summoning a General Meeting of Members if it is not summoned by the Management Board within the statutory time.
e) submitting on a forum of General Meeting of Members motions on granting (or not granting) a vote of approval for the supreme authorities of the Association,
f) submitting reports from its activities on the forum of General Meeting of Members.
2. The Reviewing Committee issues opinions on:
a) purchase or sale by the Board of real estate
b) establishing or joining a company by the Association
c) taking or granting by the Board credits and loans as well as issuing guarantees exceeding 100.000 PLN.

§ 25.
1. Members of Reviewing Committee cannot carry out other functions in the authorities of the Association.

2. The Reviewing Committee has the right to demand from its members and Association authorities at all levels submission of written or oral explanation pertaining to the audited issues.

Chapter V
Property and funds

§ 26.
1. The property of the Association is composed of immovanles, movables and funds.

2.  The sources of the Association’s assets are the following:

a) membership fees,
b) donations, bequests and inheritance,
c) revenues from the statutory activities of the Association
d) revenues from the Association’s property)
e) public donations.

3. Membership fees should be paid once a year by May 31 each year. Newly admitted members pay fees according to the rules defined by the Management Board, within four weeks from the date of receiving a notification on being admitted as a member of the Association.

4. The Association carries out financial management and accounting according to the binding rules.

§ 27.
1. The Association may carry out business activities, based on general principles set forth in separate rules. The revenues from the business activities serve the purpose of pursuing statutory objectives and may not be divided as personal allocation of the members.

2. Detailed type of the business activities:

– Publishing newspapers (22.12 Z PKD)
– Publishing magazines and periodicals (22.13 Z PKD)
– other polygraphic activities, not categorized otherwise (22.22 Z PKD)
– data processing (72.30 Z PKD)
– activities associated with data bases (72.40 Z PKD)
– research and development activities in other areas of the arts and social sciences (73.20 I PKD)
– activities associated with organization of fairs and exhibitions (74.84 A PKD)
– activities of professional organizations (91.12.Z PKD)
– other services not classified otherwise (93.05.Z PKD)
– research and development in the Earth Sciences (73.10.A PKD)
– research and development in mathematics-physics and astronomy (73.10.D PKD)
– research and development in biology and natural environment (73.10.F PKD)
– research and development in medicine and pharmacy (73.10.F PKD)
– research and development in engineering (73.10.G PKD)
– research and development in economics (73.20.A PKD)
– research and development in philosophy, religion and theology (73.20.C PKD)
– research and development in linguistics and literature (73.20.D PKD)
– research and development in librarian studies and scientific and technical information (73.20.E PKD)
– research and development in archeology and history (73.20.F PKD)
– research and development in culture studies and fine arts (73.20.G PKD)
– research and development in psychology, sociology and pedagogy (73.20.H PKD)
– book publishing (22.11.Z PKD)
3. Business activities will be conducted without a special organizational structure.
4. The President of the Board by a separate resolution defines rules for sharing of common costs coming from business activities and statutory activities in order to estimate the cost of business activities.

§ 28.
1.For the statement of will as well as all the documents pertaining to the property rights and obligations of the Association to be valid the following requirements must be met:

– signature of the President of the Board in case of a Management Board composed of one person,
– signature of the President of the Board and one of the Vice Presidents in case of the Board composed of more than one person,

2. The Board may by a separate resolution delegate a Plenipotentiary to represent the Board.

Chapter VI
Change of statue and dissolution of the Association

§ 29.
1. Enactment of the statute or its change and passing a resolution on dissolving the Association by the General Meeting of Members requires 2/3 votes of Members of the General Meeting. The resolution becomes effective 63 days after it was passed.  If within this timeline more than half of the members of the Association authorized to vote gather signatures against the resolution, it becomes invalid.

2. Passing a resolution on dissolving the Association by the General Meeting of members defines the way of its liquidation and allocation of the property of the Association.

3. On issues pertaining to the dissolution and liquidation of the Association, not regulated in the statue, apply other regulations contained in the chapter 5 of the Act of 7th April 1989. The Law on Associations (O.J. 1989, No. 20, item 104 as amended).