Charter Of The Association Of Polish Spa Communities

Chapter I
Name and registered seat of the Association

§ 1.

1. The name of the Association shall be: Stowarzyszenie Gmin Uzdrowiskowych Rzeczypospolitej Polskiej [The Association of Polish Spa Communities].
2. The registered seat of the Association shall be in Krynica-Zdrój.
3. The area of operations of the Association shall be the territory of the Republic of Poland. It may also operate abroad if it obtains a permit from territorially competent authorities.
4. The Association may establish regional organisational units called branches.
5. The Association shall have legal personality.
6. The Association shall use octagonal seal reading:
Stowarzyszenie Gmin Uzdrowiskowych RP
[The Association of Polish Spa Communities]
A graphic design of the seal shall constitute an annex hereto.

 

Chapter II.
Objectives and tasks of the Association and the methods of their fulfilment.

§ 2.

The objectives of the Association shall be:
1/ to represent, protect and support common interests of its members in relations with the Sejm and the Senate (Polish Parliament), state authorities, central and local government, European bodies and institutions as well as legal and natural persons,
2/ comprehensive development of Polish health and spa resorts and health and spa towns,
3/ to support development of spa, tourist and sports and recreational activity in the communities which are members of the Association,
4/ to make efforts to ensure particular support for spa communities from the Sejm, the Senate and the government,
5/ to stay in permanent contact with similar institutions and associations in Poland and abroad,
6/ to foster communication and solidarity among the members of the Association,
7/ to support any and all actions aimed at development of Polish health and spa resorts,
8/ to conduct advertising, promotional and marketing activity for Polish health and spa resorts,
9/ to conduct information activity within the framework of the Charter,
10/ to undertake activities aimed at protection of health, physical education and sports, recreation, environmental protection, preventive healthcare, spa treatment, tourism, health tourism, spa, wellness and beauty,
11/ to support activities aimed at development of thermal health resorts.

§ 3.

The Association fulfils its objectives through:
1/ taking actions to ensure appropriate human psychophysical development,
2/ promoting spa treatment, tourism, sports and recreation as elements of healthy lifestyle,
3/ its own publishing activity,
4/ cooperation with institutions and organisations of similar profile in Poland and abroad,
5/ conducting business activity to obtain funds for fulfilment of Charter objectives,
6/ co-participation in law-enactment processes within the framework defined by the objectives and tasks of the Association.

 

Chapter III
Members of the Association, their rights and obligations.

§ 4.

1. The Association unites the following members:
a/ ordinary members, which shall be spa communities, communities where health-resort protection areas are created, communities aspiring to the status of spa community and communities where seaside resorts and thermal pools are located,
b/ supporting members, who may be legal and natural persons who acknowledge objectives and tasks of the Association and who declare to pay premiums and provide financial, in-kind and organisational support for the fulfilment of objectives of the Association,
c/ honourable members, who may be natural persons who rendered great service to the Association.
2. Ordinary and supporting members are admitted upon a decision of the Management Board of the Association.
3. Honourable members are admitted upon a decision of the General Assembly of Members at the request of the Management Board or at the request of at least 1/4 of ordinary members of the Association.

§ 5.

Ordinary and honourable members shall have the following rights:
a/ active and passive election right in all governing bodies of the Association,
b/ the right to participate in all forms of activity of the Association,
c/ the right to speak on all matters relating to the Association, to give opinions, motions and postulates,
d/ the right to demand support from the Association in matters falling within the scope of activity of the Association,
e/ the right of representation in the General Assembly of Members with one vote.

§ 6.

Representatives of the supporting members shall attend the General Assembly of Members with no voting rights.

§ 7.

1. Ordinary and honourable members shall be obliged to:
a/ comply with the Charter and resolutions of the governing bodies of the Association,
b/ actively participate in works of the Association and support its objectives,
c/ pay an annual premium and a membership fee amounting to PLN 200, except the honourable members. The amount of the annual premium shall be determined by a resolution of the General Assembly at the request of the Management Board or a member of the Association.
2. No member can be an ordinary member and an honourable member at the same time.
3. If an honourable member obtains a status of ordinary member, the honourable membership shall be automatically suspended.
4. The honourable membership shall be unsuspended in the case of loss of the status of ordinary member.

§ 8.

1. Loss of an ordinary membership in the Association occurs:
a/ at the written request /withdrawal/ given three months before the end of a calendar year,
b/ by removal of a member acting to the detriment of the Association. A respective resolution shall be adopted by the General Assembly of Members,
c/ by removal, as a result of arrears in payment of annual premiums for at least two payment periods. The removal shall be effected under a resolution of the Management Board upon prior written reprimand.
2. Loss of an honourable membership in the Association occurs:
a/ at the written request given at any time,
b/ by removal of a member acting to the detriment of the Association. A respective resolution shall be adopted by the General Assembly of Members,
c/ upon death of a natural person.
3. The removed member shall have the right to appeal to the General Assembly of Members within 30 days from the date of service of the resolution of the Management Board.

 

Chapter IV
Governing bodies of the Association, procedure for their election and their powers

§ 9.

1. The governing bodies of the Association shall be:
a/ General Assembly of Members,
b/ Management Board,
c/ Board of Auditors
2. A term of office of all the elected governing bodies of the Association shall be 4 years, and they are elected in secret voting by the absolute majority of votes.
3. In case of loss or termination of membership, resignation from a function or death during the term of office, the governing bodies of the Association shall be supplemented by appointment into the vacant positions of persons from among not elected candidates, according to the order of the votes obtained. The number of the so appointed members of the governing bodies may not exceed 1/3 of the number of members elected.

§ 10.

The General Assembly of Members.

1. The General Assemblies of Members may be:
a/ ordinary or
b/ extraordinary
2. The Ordinary General Assembly of Members is convened by the President of the Management Board every 4 years, during the first months of a calendar year following elections to the local government and each year in order to approve financial statements of a unit within 6 months from the balance-sheet date, by notification of the members of the Association of the date, venue and agenda of the assembly by registered mail or fax, not later than 14 days prior to the commencement of the assembly.
3. The Extraordinary General Assembly of Members is convened by the President of the Management Board on the basis of:
a/ a resolution of the Management Board,
b/ at the request of the Board of Auditors or upon a written demand of at least ¼ of members of the Association within 30 days of receipt of such request. The members shall be notified of the date, venue and agenda of the Extraordinary Assembly by registered mail, e-mail or fax not later than 7 days prior to the commencement of the assembly.
4. The General Assembly, properly convened, is competent to adopt valid resolutions, irrespective of the number of participants.
5. The General Assembly of Members shall be attended by:
a/ ordinary and honourable members – with casting vote,
b/ supporting members and invited guests – with consultative vote,
6. A representative of an ordinary member shall be a village mayor, mayor of a town, a city mayor or a person authorised by the latter.
7. The exclusive powers of the General Assembly shall include:
a/ determining key directions in the activity of the Association,
b/ election and dismissal of the members of the Management Board and the Board of Auditors,
c/ approval of the reports of the Management Board and the Board of Auditors and approval of the annual financial statements,
d/ granting vote of approval to the Management Board and the Board of Auditors at the end of the term of office. The vote of approval shall be preceded by review of the reports of the Management Board and the Board of Auditors for a period of the term of office.
e/ amendment of the Charter and dissolution of the Association,
f/ determining the amount of the annual premium,
g/ establishing, supervision and dissolution of Regional Branches,
h/ consideration and processing of motions and postulates submitted by the members of the Association.
8. The resolutions of the General Assembly, to be valid, must be adopted by a simple majority of votes of the members present, subject to §§ 16 and 17(1).

§ 11.

The Management Board of the Association

1. The Management Board manages day-to-day operations of the Association, fulfils the resolutions of the General Assembly of Members, represents the Association in external relations and is liable for its activities towards the General Assembly.
2. The Management Board of the Association consists of five members: President of the Management Board, two Vice-Presidents of the Management Board, two members of the Management Board.
3. The President of the Management Board and Vice-Presidents of the Management Board are elected by the members of the Management Board of the Association from among themselves.
4. Meetings of the Management Board shall be convened by the President and resolutions and decisions of the Management Board shall be adopted by simple majority of votes in the presence of the President and at least two members of the Management Board.
4a. Resolutions may also be adopted by correspondence (e-mail, fax) if they refer to the significant aspects of the activity of the Association and holding the meeting of the Management Board is not possible.
4b. The meetings of the Management Board may be held also in a form of a videoconference.
5. Entitled to assume financial obligations in the name of the Association shall be the President of the Management Board or a Vice-President of the Management Board and a Member of the Management Board acting jointly.
5a. The Management Board of the Association may authorise the President of the Management Board to singly make declarations of will in the name of the Association before control authorities, to assume financial obligations in connection with day-to-day operations of the Association up to the budgeted amounts and to conclude contracts with employees.
6. Meetings of the Management Board shall be at least once a quarter.
7. The powers of the Management Board shall include:
1/ fulfilment of the objectives of the Association and resolutions of the General Assembly of Members,
2/ filing reports of its operations during the General Assembly of Members,
3/ convocation of the General Assembly of Members,
4/ admission and removal of the members of the Association,
5/ managing the assets of the Association,
6/ taking decisions on property matters of the Association,
7/ representing the Association in relations with authorities, courts and institutions,
8/ organisation and conduct of business activity,
9/ appointment of permanent and ad hoc commissions,
10/ managing the office of the Management Board, concluding employment contracts with employees,
11/ submission to the General Assembly of reports for a period referred to in § 10 point 7 letter d/, as well as for a period between the Extraordinary General Assemblies,
12/ submission to the General Assembly of annual financial statements not later than within 6 months from the balance-sheet date.

§ 12.

1. The permanent and ad hoc commissions referred to in § 11(7) point 9 shall be appointed by the Management Board in a resolution specifying the number of members of the commission, its tasks and term of activity.
2. Members of the commissions may be members of the Association and non-members of the Association in the number not exceeding ¼ of members of the commission.
3. The Chairman of the commission submits to the Management Board a report of the operations of the commission.
4. The Chairman of the commission shall have the right to attend the meetings of the Management Board with consultative vote.

§ 13.

The Board of Auditors.

1. The Board of Auditors shall be appointed to control the operations of the Association.
2. The composition of the Board of Auditors shall include 5 persons elected from among the members of the Association, including: chairman, secretary, members.
3. The members of the Board of Auditors may not hold other functions in the governing bodies of the Association.
4. The Board of Auditors is constituted within its composition.
5. The powers of the Board of Auditors shall include:
1/ control of all the activities of the Association,
2/ evaluation of the activity of the Management Board,
3/ filing motions for convocation of extraordinary General Assemblies of Members of the Association,
4/ submission to the Management Board of comments and motions in matters relating to charter and financial activities of the Association,
5/ filing reports on the operations of the Board of Auditors during the General Assembly,
6/ filing motions for the approval of reports on the operations of the Management Board, financial statements and for granting or non-granting votes of approval to the governing bodies of the Association.

§ 14.

Regional Branches, principles of establishment and organisational structure.

1. The Regional Branches of the Association may be established under a resolution of the General Assembly of Members, at the request of the Management Board or at the request of at least 5 members of the Association.
2. A Regional Branch must have at least 5 members.
3. Governing bodies of the Regional Branch shall be:
1/ Assembly of Members of the Branch of the Association,
2/ The Management Board of the Branch of the Association.
4. The Management Board of the Branch of the Association shall be elected by the Assembly of Members of the Branch of the Association in accordance with principles set out for the election of the governing bodies of the Association.
5. The Management Board shall be composed of three persons elected for a period of 4 years, including: the president, vice-president, secretary.
6. The powers of the Assembly of Members of the Branch shall include:
1/ approval of reports of the Management Board of the Branch,
2/ granting vote of approval to the Management Board of the Branch,
3/ election of the Management Board of the Branch,
4/ processing of motions of the Management Board and of members of the Branch.
7. The powers of the Management Board of the Branch shall include:
1/ representing the members of the Branch in relations with authorities and regional bodies,
2/ making efforts to fulfil the objectives of the Association,
3/ fulfilment of resolutions of the Assembly of Members of the Regional Branch,
4/ managing assets of the Branch,
5/ managing the office of the Management Board of the Branch,
6/ submission of reports on the operations to the Assembly of Members of the Branch,
7/ managing day-to-day operations of the Branch,
8/ convocation of the Assembly of the Members of the Branch.
8. The resolutions of the Management Board of a Branch, to be valid, must be adopted in the presence of the President and at least one member of the Management Board.
9. The Regional Branches use the name “Stowarzyszenie Gmin Uzdrowiskowych Rzeczypospolitej Polskiej Oddział Regionalny w..................................................” [“The Association of Polish Spa Communities, Branch in..................................................”]

 

Chapter V
Assets and funds of the Association.

§ 15.

1. The assets of the Association shall be immovable and movable properties and funds.
2. The assets of the Association shall be created out of:
1/ membership premiums,
2/ donations,
3/ inheritances,
4/ legacies,
5/ income from own business activity,
6/ income from the assets of the Association,
7/ grants,
8/ public fund-raising.
3. The Association manages the finances and keeps accounting in accordance with applicable laws. Cash, regardless of its source, should be kept in a bank account of the Association.
4. Tangible assets of the Association created as a result of its activity shall be the property of the Association.
5. The Association may conduct business activity to obtain funds for fulfilment of its charter objectives.

 
Chapter VI
Amendments to the Charter and dissolution of the Association.

§ 16.

The Charter may be amended by a resolution of the General Assembly of Members of the Association adopted by an absolute majority of votes, in the presence of at least half of the members of the Association.

§ 17.

1. The Association may be dissolved under a resolution of the General Assembly of Members adopted by an absolute majority of votes, in the presence of at least half of the members of the Association.
2. The General Assembly shall appoint a liquidation commission which shall conduct the liquidation in accordance with the instructions of the General Assembly.
3. Should the Association be liquidated, its assets, after satisfaction of all liabilities and claims of the creditors, shall become the property of particular members, proportionately to the premiums contributed by them, unless the last General Assembly decides otherwise.