Articles of Association

CONSOLIDATED TEXT AS OF 16.04.2003

Chapter I
GENERAL PROVISIONS

Par. 1

1. The association operating under this statute is named: Association for Development and Regional Cooperation "Olza" and is hereinafter referred to as the association.
2. The Association is a voluntary agreement of municipalities and districts of the Republic of Poland, acting for the development of areas adjacent to the Polish-Czech border in the region of the Olza River.
3. The Association is organized based on the principles set out in:
   • the Act of 8.03.1990 on Territorial Self-Government /Consolidated text Journal of Laws No. 13, item 74 of 1996 with later amendments/
   • the Act of 7.04.1989 "Law on Associations" /Journal of Laws no. 20, item 104 with later amendments/
4. The Association is a legal entity and is subject to registration in the register of associations

Par. 2

1. The seat of the association is the city of Cieszyn, and its area of operation is the territory of the Republic of Poland.
2. The Association may cooperate with all domestic and foreign entities and establish its branches and divisions.

Par. 3

The Association performs its tasks in its own name and on its own responsibility.

 

Chapter II
OBJECTIVES OF THE ASSOCIATION AND WAYS OF THEIR IMPLEMENTATION

Par. 4

The aim of the Association is to support local and regional development in the areas specified in Par.1, item 2.

Par. 5

The Association realizes its objectives through:

1. Within its tasks, the Association represents and defends the interests of its area in external contacts in the country and abroad, especially within the framework of cooperation with other domestic and foreign organizations and institutions. Searching for new opportunities for economic development and employment of residents, through actions aimed at improving technical infrastructure, and initiatives to attract investors;
2. Promoting a favorable image of the region with emphasis on its advantageous location and other assets conducive to economic development;
3. Actions aimed at improving the state of the natural environment;
4. Educational activities aimed at exchanging information, knowledge, and experiences related to local and regional development;
5. Cultural and sports activities to promote values building regional identity of residents;
6. Creating conditions for the widest international contacts of residents, with particular emphasis on cross-border cooperation with self-governments and other organizations of the Czech Republic;
7. Conducting publishing, training, and promotional activities related to the scope of the Association's activities and its members;
8. Conducting pro-European activities, in particular informational and educational issues within the functioning Euroregional European Information Center at the Association;
9. Activities in the field of tourism, in particular the creation and promotion of supra-local tourist products, collecting, processing, and providing supra-local tourist information within the functioning Border Information Agency at the Association and cooperation with the tourism industry;
10. All other activities that can contribute to the realization of the Association's objectives and the interests of its members, taking into account the specifics of the region's location in the area of contact between the municipalities of Poland and the Czech Republic and the opportunities this location creates for the border regions of both countries.

Chapter III
MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS

Par. 6

Members of the Association can only be municipalities and districts operating on the territory of the Republic of Poland, which support the objectives of the Association and declare their willingness to participate in its work and submit a resolution of the Municipal Council (District Council) on joining the Association.

Par. 7

The condition for joining the Association is the submission of a written declaration to the Board, which presents the Assembly with a draft appropriate resolution on admission to the Association. This principle does not apply to founding members.

Par. 8

1. Municipalities and districts - members of the Association participate in the work of the Association's bodies through their representatives.
2. The election and change of the representative representing a member is made by the Municipal Council (District Council).
3. Each member of the Association has one vote.

Par. 9

1. Every member of the Association has the right to:
   • participate in the deliberations and voting of the Assembly,
   • submit proposals and demands at the meetings of the Assembly,
   • participate in activities to implement the program objectives of the Association.
2. Each member has passive and active electoral rights in the Association.

Par. 10

Every member of the Association has the obligation to:

1. actively participate in the work of the Association,
2. assist the bodies of the Association in implementing their program tasks;
3. comply with the statute, adopted regulations, and legally adopted resolutions of the Association's bodies;
4. pay membership fees and declared benefits.

Par. 11

1. A member of the Association may submit a written objection to a resolution of the Assembly within 7 days from the date of its adoption.
2. Filing an objection suspends the execution of the resolution and requires reconsideration of the matter.
3. No further objection is available to a resolution adopted as a result of filing an objection.

Par. 12

Membership in the Association ceases in case of:

1. withdrawal of a member from the Association,
2. exclusion of a member,
3. liquidation or division of a municipality,
4. dissolution of the Association.

Par. 13

The intention to withdraw should be notified to the Association no later than three months before the day of withdrawal.

Par. 14

1. The intention to exclude a member from the Association should be announced to the member no later than three months before the planned removal date.
2. Exclusion may occur in case of:
   • finding actions detrimental to the Association,
   • non-payment of due fees and services for the Association,
   • non-compliance with the rules applicable in the Association, especially the provisions of the Statute.
3. The General Assembly of Members decides on the exclusion of a member from the Association by a 2/3 majority of votes in the presence of at least half of the members.

Chapter IV
ORGANIZATIONAL STRUCTURE AND AUTHORITIES OF THE ASSOCIATION

Par.15

The Association has the following authorities:

1. The General Assembly of Members of the Association, hereinafter referred to as "the Assembly", is the legislative and controlling body of the Association.
2. The Board of the Association, hereinafter referred to as "the Board", is the executive body of the Association and represents the Association externally.
3. The Audit Committee, which is the controlling body of the Association.

Par.16

1. The Assembly is convened by the Board.
2. Ordinary Assemblies should be convened at least once every six months.
3. Extraordinary Assemblies may also be convened at the request of at least 1/4 of the members of the Assembly.

Par. 17

1. Members should be notified in writing about the convocation of the Assembly at least 14 days before the date of the Assembly. At the same time, they should receive the agenda of the Assembly as well as necessary documents and materials.
2. An extraordinary Assembly may be convened with at least 3 days' notice.

Par. 18

The sessions of the Assembly are recorded in minutes. The minutes should be prepared during the session and should be read and adopted by the Assembly at the next meeting.

Par. 19

An Assembly properly convened is valid if at least half of the members participate. The resolutions of the Assembly are passed by an absolute majority of votes in an open ballot. The Assembly has the right to determine another voting method.

Par. 20

The detailed rules and procedure for convening the Assembly and conducting its proceedings are specified in the rules of the Assembly, adopted by the Assembly. The draft rules of the Assembly are presented by the Board.

Par. 21

The competencies of the Assembly include:

1. amending the statute of the Association,
2. admitting and excluding members of the Association,
3. establishing regulations for its own activities, principles of the Board and the Audit Committee,
4. election and dismissal of the Board and the Audit Committee,
5. setting the amount of membership fees,
6. considering and approving the financial and substantive reports of the Board,
7. adopting the Association's financial and substantive plan,
8. making decisions on borrowing,
9. establishing principles for the use and management of the Association's assets, including decisions on undertaking economic activities by the Association,
10. disposing and acquiring real estate assets,
11. determining the method of organizational and technical support for the Association's authorities,
12. dissolving the Association.

Par. 22

1. The control body of the Association is the Audit Committee. The Audit Committee consists of 3 persons elected for a period of 4 years.
2. The Audit Committee is elected by the Assembly.
3. Members of the Board and employees of the Association cannot be appointed to the Audit Committee.

Par. 23

1. The resolutions of the Audit Committee are passed by a simple majority of votes.
2. The meetings and resolutions of the Audit Committee should be recorded in minutes.

Par. 24

The Board of the Association consists of:

1. President of the Association,
2. Vice-President of the Association,
3. Members in the number of 2 to 5 persons.

Par. 25

1. The Board is elected by the Assembly from among the representatives of the municipalities.
2. The term of office of the Board lasts 4 years.
3. In the election of individual Board members, each candidacy is voted on separately.
4. The detailed rules and procedure for the election of the Board are determined by the Members' Assembly.

Par. 26

Upon completion of its term, the Board shall remain in office until a new Board is constituted.

Par. 27

The scope of the Board's activities includes all matters of the Association not reserved by the statute for other bodies, in particular:

1. implementing the resolutions of the Assembly,
2. managing the entire affairs of the Association, including supervising the work of the Association's Office,
3. managing the assets of the Association based on the provisions of this Statute and the principles set by the Assembly,
4. preparing the draft financial and substantive plan of the Association, presenting annual reports on the implementation of this plan to the Assembly,
5. submitting reports on the activities and the state of the Association's assets to the Assembly,
6. supervising the accounting of the Association,
7. preparing draft resolutions of the Assembly,
8. convening the General Assembly of Members,
9. hiring and dismissing employees of the Association's Office,
10. appointing representatives of the Association's Board.

Par. 28

The President of the Association directs the work of the Board and represents the Association externally.

Par. 29

1. The Board performs its tasks with the help of the Association's Office.
2. The Office of the Association operates based on the regulations adopted by the Assembly.
3. The work of the Association's Office is directed by the Office Director.

Chapter V
ASSETS OF THE ASSOCIATION

Par. 30

1. The Association conducts its financial management on the basis of annual financial and substantive plans.
2. The Association maintains separate accounting.

Par. 31

The income of the Association should be allocated to the statutory activities and maintenance of the Association.

Par. 32

Particularly, the income of the Association includes:

1. members' fees,
2. income from the assets of the association,
3. grants, donations, bequests,
4. one-time revenues obtained from the sale of part of the assets,
5. income from economic activities,
6. other revenues.

Par. 33

The amount of membership fees – with the principle that the fee paid by rural districts is 25% of the fee paid by municipalities – is set by the Assembly at the proposal of the Board. Fees should be paid by the end of the first quarter of each calendar year.

Par. 34

1. The Association's Board prepares an annual financial and substantive plan covering all income and expenditures planned for the year.
2. The financial and substantive plan should be considered and adopted by the Assembly before the start of the calendar year.
3. No later than three months after the end of the calendar year, the Board should submit a report on the implementation of the financial and substantive plan for the previous year to the Assembly.

Par. 35

For concluding contracts, granting powers of attorney, and making declarations of intent in property matters, the cooperation of two Board members is required, one of whom should be the president or vice-president.
 

Chapter VI
AMENDMENT OF THE STATUTE AND DISSOLUTION OF THE ASSOCIATION

Par. 36

1. Amendments to the statute are made by the General Assembly of Members.
2. Amending the statute requires a resolution passed by a two-thirds majority of votes in the presence of at least half of the members.

Par. 37

The dissolution of the Association occurs upon a motion of at least one-third of the members of the Association - by a resolution of the Assembly, passed by a two-thirds majority of votes.

Par. 38

The resolution on dissolution specifies the method of liquidation and the purposes for which the assets of the Association are to be allocated.
 

Chapter VII
FINAL PROVISIONS

Par. 39

This Statute comes into force upon the legal validation of the relevant decision of the registration court.

Par. 40

The first General Assembly of Members will be convened by the Founding Committee within 1 month from the date of registration of the Association