ARTICLES OF ‘POLISH YOUTH CARD ASSOCIATION’
WITH THE SEAT IN GDAŃSK

Chapter I

General provisions

§ 1.

1. The Polish Youth Card Association, hereinafter referred to as Association, has been established.
2. The Association has a legal personality.

§ 2.

1. The Association shall be active within the territory of the Republic of Poland and abroad.
2. The seat of the Association is located in Gdańsk.
3. The Association is entitled to create its branch offices.
4.The Association is allowed to become a member of any other national and international organizations with similar objectives and scope of activity to its own.
5. The Association shall use the following English name: Polish Youth Card Association.

§ 3.

1. The basis for any activity undertaken by the Association is provided by the social work of its members.
2. The Association is allowed to recruit employees to conduct its affairs.

Chapter II
Objectives and methods of activity

§ 4.

The objectives of the Association are as follows:
1) to undertake activities oriented to cooperation and integration of youth and academic circles, in particular those from European countries,
2) to facilitate the process of taking advantage of freedom to travel for young people and to increase their mobility,
3) to promote the ideas of  tolerance towards different countries and cultures, including conscious and responsible tourism respecting natural environment and cultural heritage,
4) to educate on human rights and civic consciousness,
5) to increase the number of young people’s participation in programmes related to education, culture, ecology, European integration and international cooperation,
6) to promote the idea of Poland’s integration with Europe and to support its full participation in European programs and funds,
7) to promote Poland abroad and to promote cultural and scientific heritage of other countries in Poland,
8) to support and promote talented young people,
9) to provide financial support to people and institutions whose goals are similar to those set by the Association.

§ 5.

The Association accomplishes its objectives through:
1) the participation in the European Youth Card programme and granting its members the access to this programme,
2) the participation in other programmes related to the emission or distribution of international youth and student’s cards, as well as in programmes concerned with a system of discounts  or other special offers aimed at young people,
2a)  the creation of new programmes related to the participation of young people and their enrolling on these programmes,
3) organization of conferences, seminars, workshops and topic-based trainings to which the representatives of academic, youth, journalistic, political and economic circles are invited,
4) providing financial aid to young people mostly by funding scholarships and awarding grants to other units which pursue similar goals to those envisaged in the articles of Association,
5) cooperation with non-governmental organizations from Poland and other countries,
6) running courses, organizing trips, camps, delivering lectures, seminars and training,
7) organizing academic and cultural exchange between Poland and other countries,
8) organizing exchanges, work placement and study visits,
9) running information outlets and news bulletins,
10) conducting publishing activity,
11) organizing cultural, tourist and sports events,
12) cooperating with other organization which pursue similar goals,
13) other forms of activity in accordance with the goals set in the Articles of Association.

Chapter III
Members, their rights and obligations

§ 6.

1. A natural or legal person may become a member of the Association.
2. A natural person may become an ordinary member, an associate member or an honorary member of the Association.
3. A legal person may become a supportive member to the Association.

§ 7.

1. The founders of the Association are its ordinary members. Furthermore, the right to become an ordinary member is also granted to a natural person who is 18 years of age, has full capacity to perform legal actions, is involved in the realization of  the goals similar to those provided for in the Articles of Association and has been recommended by two ordinary members.
2. A Polish citizen or a foreigner domiciled in Poland or abroad may become an ordinary member.
3. Ordinary members of the Association are accepted by the Board of Association.

§ 8.

1. A natural person who is at the age of 7 and has submitted a membership application form may become an associate member of the Association. A person under 16 may become an associate member of the Association only by means of a written agreement signed by its statutory agents and attached to a membership application form. 
2. A Polish citizen or a foreigner domiciled in Poland or abroad may become an associate member.
3. The Association Board states that those who have submitted the membership application form have become associate members of the Association. An adequate resolution shall be passed by the Board at least once a month. 

§ 9.

1. A legal person whose scope of action is related to statutory goals set by the Association or is interested in the activity of the Association and who declares his willingness to help may become a supportive member of the Association.
2. Supportive members of the Association, who are legal persons, shall be accepted by the Board.

 § 10.

Each natural person who has been awarded an honorary title as recognition for his considerable services for the Association or for realization of the goals similar to statutory goals set by the Association may become its honorary member. The recognition shall be granted by means of the decision taken at General Meeting of Members after an adequate motion has been put forward by the Board.

§ 11.

1. An ordinary member of the Association is entitled to:
1) active and passive voting rights to Association authorities
2) participate in voting at the General Meeting of Members,
3) expressing his opinion and submitting his motions to the authorities of the Association,
4) become familiar with activity plans of the Association,
5) participate in projects undertaken by the Association;
2. An associate and an honorary member is entitled to:
1) expressing his opinion and submitting his motions to the authorities of the Association,
2) become familiar with activity plans of the Association,
3) participate in projects undertaken by the Association;
4) gain information on the activity of the Association, in particular through reference to its publications..
3. Associate members who are natural persons participate in the European Youth Card programme.
4. A supportive member who is a legal person and an honorary member are entitled to participate in meeting of the Association authorities in an advisory capacity.

§ 12.

Members of the Association are obliged to:
1) observe the articles and resolutions of the Association,
2) pay contributions and other benefits to the Association on a regular basis.
3) take an active part in the activities undertaken by the Association.

§ 13.

1. One ceases to be a member of the Association in following situations:
1) voluntary resignation from membership in the Association submitted in writing to the Board,
2)  death of a member or loss of his legal personality in case of a member who used to be a legal person before,
3) his membership in the European Youth Card programme comes to an end as he has turned 27 and so does his associate membership.
2. Membership in the Association may cease as a result of:
1) not justified delays in paying member contributions or other arrears through the period of at least one month,
2) failure of associate members  to pay contributions within the period required,
3) conduct contrary to the provisions included in the articles, resolutions and goals of the Association or grossly violating the rules of social co-existence.
3. The decision that the membership comes to an end is to be taken by the Board.
4. A person, whose membership in the Association ceased as a result of paragraphs 1-3 provided for in section 2, is entitled to lodge an appeal against the decision of the Board to General Meeting of Members within the period of two weeks from the date on which a resolution has been delivered to him.  
5.  General Meeting of Members shall settle any case referred to in section 2 after hearing a plaintiff and a Board member. It may also conduct an explanatory proceeding in the scope deemed as necessary. The decision of the General Meeting of Members shall be final.

Chapter IV
Association Authorities

§ 14.

1. The authorities of the Association are:
1) General Meeting of Members
2) Board,
3) Review Board.
2. The term of office for the Board and Review Board is 4 years from the date of election.
3. On behalf of the Association acting as an employer all duties are performed by the President of the Association or a Board member authorized by him.
4. In the case of decrease in the number of authorities referred to in paragraphs 2 and 3 section 1 during the term of office, their complement may take place by means of cooptation. Cooptation shall be carried out by other members of the Board, the composition of which has been decreased. Not more than a half of the composition can be appointed in this mode.
 

General Meeting of Members

§ 15.

1. General Meeting of Members is the ultimate authority of the Association.
2. Participants of the General Meeting of Members are:
1) ordinary members - with decisive vote,
2) supportive members being legal persons at the same time and honorary members - with advisory vote.
3. General Meeting of Members passes resolutions in open voting by simple majority, unless the articles provide for otherwise.
4. General Meeting of Members passes resolutions with at least half of the members being present. Should fewer members be present at the first General Meeting of Members, it is required to have quorum at the next General Meeting of Members.
5. General Meeting of Members may have an ordinary or extraordinary character.

§ 16.

General Meeting of Members is responsible in particular for:
1) passing the articles and its amendments;
2) establishing the plan of Association’s activity;
3) examining and accepting reports submitted by Association authorities;
4) giving vote of approval to the Board after hearing the motion of Review Board;
5) determining the number of the members in the Board and Review Board of the Association;
6) appointment and dismissal of the President of the Association;
7) appointment and dismissal of other members of Association authorities;
8) passing resolutions on dissolution of the Association and allocating its assets.

§ 17.

1. Ordinary General Meeting of Member shall be called by the President of the Association once every four years. Members entitled to participate in the meeting shall be informed about the time, venue and agenda in writing at least 14 days before the actual date of the meeting.

§ 18.

1. Extraordinary General Meeting of Member shall be called by the President of Association:
1) by his own initiative;
2) by the initiative of the Board;
3) on demand of the Review Board;
4) following a motion submitted in writing by at least a half of the total number of Board branches or at least a half of ordinary members of the Association.
2. The President of the Association shall call an extraordinary General Meeting of Members within the period of three months from the date he has received a demand or a motion regarding this matter.
3. An extraordinary General Meeting of Members discusses only the issues to the solution of which it has been called.
 

§ 19.

1. Should the number of ordinary members of the Association exceed 150 persons, the competence of General Meeting of Members shall lie in the hands of General Meeting of Representatives.
2. In order to appoint the representatives to General Meeting of Representatives the Board divides the territory of Poland into election regions and appoints Board members or its proxies to select representatives in separate regions.  Should there be any Association branches, each branch constitutes a separate election region.
3. The Board determines the number of representatives to General Meeting of Representatives and divides this number into separate regions observing the rule of proportion between the number of representatives and the number of ordinary members of the Association. The number of representatives amounts to respectively:
a) one representative for 10 members, if the number of Association members is greater than 150 and it does not exceed 1000 persons;
b) one representative for 50 members, if the number of Association members is greater than 1000 and it does not exceed 10 000 persons;
c) one representative for 100 members, if the number of Association members is greater than 10 000 and it does not exceed 100 000 persons;
d) one representative for 1000 members, if the number of Association members is greater than 100 000.
4. The term of office for the representatives constituting the General Meeting of Representatives shall be 4 years.
5. The provisions regarding General Meeting of Members shall apply accordingly to the General Meeting of Representatives.

Board

§ 20.

1. The Board manages the activities of the Association.
2. The Board comprises from two to seven members. The activities undertaken by the Board are managed by the President of the Association.
3. The President of the Association and other members of the Board shall be selected by the General Meeting of Members in voting by secret ballot and by absolute majority with at least half of the total number of members being present and with the proviso of § 15 item 4 hereof.
4. The General Meeting of Members may dismiss selected members of the Board in voting by secret ballot by the 3/5 majority with at least half of the total number of members being present with the proviso of § 15 item 4 hereof.

§ 21.

The people referred to in this paragraph shall be authorized to represent the Association outside, to submit declarations of will and to sign contracts including ability to incur liabilities:
1) the President of the Association acting independently,
2) two members of the Board acting together,
3) one member of the Board acting together with a plenipotentiary appointed by the Board.
 

§ 22.

The sphere of activities undertaken by the Board includes:
1) executing resolutions passed by the General Meeting of Members,
1a)  realization of the tasks provided for in § 5 of the Articles,
2) determining the budget of the Association,
3) managing the assets of the Association,
4) deciding on purchase or sale of immovable and movable property,
5) determining the remunerations of people employed by the Association,
6) passing resolutions on accepting members, determining their accession to the Association or cessation of the membership,
7) passing resolutions on the membership of the Association in other national and international organizations,
8) submitting reports on their activity to the General Meeting of Members,
9) passing rules concerning the activities undertaken by the Board,
10) appointing and dismissal of the regional units – branches, determining their scope of action and registered offices,
11) coordinating the activities undertaken by local units,
12) providing authorization to the boards of separate branches,
13) suspending the branch board in its activity if it violates legal provisions,  resolutions mentioned in the articles or other resolutions passed by the authorities of the Association,
14) revoke resolutions passed by the branch boards if they violate legal provisions,  resolutions mentioned in the articles or other resolutions passed by superior authorities.

§ 23.

1. Board meetings shall be called by the President of the Association or other Board member authorized by him.
2. Board resolutions are to be passed in an open voting by absolute majority with at least half of the total number of Board members being present. In the case of equal number of votes for and against, the president should have a decisive vote.

§ 24.

1. The Review Board shall be appointed to control the activity of the Association.
2. The Review Board comprises from 3 to 5 members.
3. The Review Board shall be appointed by the General Meeting of Members in voting by secret ballot and by absolute majority with at least half of the total number of members being present and with the proviso of § 15 item 4 hereof,
4. The members of the Review Board are not allowed to fulfill different functions in the authorities of the Association.
5. The Review Board shall act on the basis of the rules that it has enacted.

§ 25.

The Review Board is responsible for:
1) control of all activities undertaken by the Association,
2) submitting motions to the Board as a result of control processes,
3) issuing a demand to call an extraordinary General Meeting of Member, in particular in the case when the Board of the Association fails to fulfill its duties resulting from the articles,
4) issuing a demand to call a Board meeting,
5) calling a General Meeting of Members or an extraordinary General Meeting of Members if the president fails to call it within the period provided for in the articles,
6) submitting motions concerning giving or refusing a vote of approval for the Association Board to the General Meeting of Members,
7) submitting reports on its activity to the General Meeting of Members.

§ 26.

Resolutions of the Review Board shall be passed in an open vote by absolute majority of its members’ votes.

Chapter V
Local units of the Association – branches and its authorities

General provisions

§ 27.

1. The Board of the Association may call an association branch as well as determine its geographical range and registered office by means of a resolution.
2. Establishing a branch requires a motion submitted by at least 15 ordinary members from the area within which a branch is to be set up.
3. Each member of the Association can belong only to one branch.

§ 28.

1. The authorities of the branch comprise:
1) General Meeting of Branch Members;
2) Branch Board;
3) Branch Review Board.
2. In all other matters not accounted for separately the provisions concerning the authorities of the Association included in the articles shall apply to branch authorities accordingly.

§ 29.

Dissolution of a branch can take place in accordance with the Board Resolution if:
1) a branch suspends its activity;
2) the number of branch members required to its establishment is lower than expected for the period longer than 6 months;
3) activity undertaken by a branch is contrary to the objectives of the Association provided for in the articles;
4) a motion for branch dissolution has been submitted by branch authorities.

General Meeting of Branch Members

§ 30.

1. General Meeting of Branch Members is the supreme authority of a branch.
2. A General Meeting of Branch Members shall be responsible for:
1) appointing and dismissal of the branch board chairman and other branch authorities;
2) selection of branch representatives to the General Meeting of Representatives;
3) developing a plan of action for a branch;
4) putting forward motions and resolutions concerning branch functioning;
5) examining and accepting reports submitted by branch authorities;
6) giving a vote of approval to a resigning branch board following a motion submitted by the Branch Review Board.

Branch Board

§ 31.

1. The Branch Board controls all activities undertaken by the Association within its area.
2. The Branch Board is responsible for:
1) implementing resolutions passed by General Meeting of Members, the Board and General Meeting of Branch Members;
2) setting a branch budget and accepting annual financial report;
3) managing the assets of the Association as provided for in the power of attorney granted to it;
4) incurring financial liabilities within authorization granted to it;
5) passing a motion on branch dissolution;
6) calling ordinary and extraordinary General Meetings of Branch Members;
7) reporting on its activity at the General Meeting of Branch Members;
8) putting forward a motion to the Association Board to grant power of attorney.

§ 32.

1. The Branch Board shall be represented by its chairman.
2. Should the Branch Board be suspended in its activity by the Association Board, the latter will call a temporary board which shall fulfill its functions until a new branch board is appointed by the General Meeting of Branch Members.

Branch Review Board

§ 33.

1. The Branch Review Board controls the activities undertaken by the branch board.
2. The Branch Review Board is responsible for: 
1) control over activities performed by the Branch Board;
2) cooperation with the Association Review Board;
3) providing the Branch Board with remarks, conclusions and post-control recommendations     concerning statutory and financial activities performed by the branch;
4) proposing justified motions to the Association Board in order to overrule resolutions passed by the Branch Board which are contrary to legal provisions,  provisions included in the articles or other resolutions passed by the Association authorities;
5) submitting reports on its activity to the General Meeting of Branch Members;
6) putting forward a motion to General Meeting of Branch Members to give a vote of approval to a resigning Branch Board.

§ 34.

A detailed course of action undertaken by the Branch Review Boards is described in the rules established by the Association Board.

Chapter VI
Assets and funds of the Association

§ 35.

1. The assets of the Association comprise real property, movable property and funds.
2. The sources for the assets of the Association are as follows:
1) membership fees;
2) donations, bequest, legacy;
3) income from the Association property;
4) grants;
5) public donations.

§ 36.

1. The amount of membership fee and method of its payment shall be determined by the Association Board.
2. The Association Board establishes the rules for settlement with other branches, including membership fees.
3. The Association shall run its financial economy and bookkeeping in accordance with the binding regulations.
4. In accordance with the general  rules described in separate provisions the Association is entitled to undertake its business activity in the following areas (according to PKD – Polish Classification of Business Activity):
22.11.Z – book publishing;
22.12.Z -  newspaper publishing;
22.13.Z – publishing of magazines and periodical publications;
22.14.Z – sound recording publishing;
22.15.Z – other publishing activity;
22.31.Z – reproduction of sound recordings;
22.32.Z – reproduction of video recordings;
51.90.Z – other wholesale;
52.11.Z – other retail sales in non-specialist shops;
52.47.A – retail sales of books;
52.47.B – retail sales of newspapers and stationery;
63.30.A – activity related to organizing tourism;
63.30.B – activity of tourist brokers;
63.30.C - activity of tourist agents;
63.30.D – other activity related to tourism not classified elsewhere;
74.40.Z – advertising;
74.87.A – activity related to organization of fairs and shows;
74.87.B – commercial activity not classified elsewhere;
80.42.B – continual education of adults and other types of education not classified elsewhere;
92.62.Z – other activity related to sport.
The income gained from the business activity of the Association serves to achieve the goals set in the Articles of the Association and may not be divided among its members.

Chapter VII
Amendments to the articles of the Association and dissolution of the Association

§ 37.

1. Establishing the articles or introducing amendments to them, as well as passing a resolution on the dissolution of the Association by the General Meeting of Members require 2/3 majority of votes with at least half of the total number of members being present with the proviso of § 15 item 4 hereof.
2. Issues referred to in item 1 may not be the subject of debate held by the General Meeting of Members unless they have been included in the project of the agenda delivered to eligible members of the Association together with the announcement about calling a general meeting of members.
3. On passing a resolution on dissolution of the Association the General Meeting of Members appoints a liquidator and decides on the destination of the Association assets.

Chapter VIII
Final provisions

§ 38.

The provisions of the Act of 7th April 1989 on Rules for Associations (Official Journal of 2001 No 79 item 855) shall apply in all other matters not regulated in these Articles.

These articles were adopted at the founding meeting of members which took place on 12th December 2001.