By-laws

BY-LAWS OF THE ASSOCIATION OF PEOPLE WITH RHEUMATISM AND THEIR FRIENDS named Hanka Zechowska

CHAPTER I: GENERAL PROVISIONS

par. 1. The Association under the name of the Association of People with Rheumatism and their Friends named Hanka Zechowska shall be an association of people with rheumatic disorders and persons who wish to help them.

par. 2. 1. The Association shall have legal personality and it is registred in National Court Register.
2. Association is conducting activities of the public benefit.

par. 3. The area of operation of the Association is the territory of the Republic of Poland, and the registered office of its governing bodies shall be the capital city of Warsaw.

par. 4. The Association shall base its activity on voluntary work of its members and can hire employees for implementation of its statutory objectives.

par. 5. The Association shall have the right to use badges and stamps consistent with the models approved by the appropriate government authorities.

par. 6. The Association can be a member of domestic and foreign social organisations with similar purposes of activity, in accordance with Article 5 paragraph 2 of the Law on Associations. par. 7.

The Association can establish field (regional) branches upon the rules provided for further in these By-laws.

CHAPTER II: OBJECTIVES AND FORMS OF ACTIVITY

par. 8. The objective of the Association is acting for the benefit of persons with rheumatic disorders with particular emphasis on people with disabilities through:
1/ providing mutual aid in the area of comprehensive rehabilitation,
2/ social integration,
3/ promotion of the idea of understanding, positive attitude and help with respect to persons in need, consistently with Christian values,
4/ information activity,
5/ contribution to the development of civil society.

par. 9 The Association pursues its objectives through:
1/ help in arranging all issues connected with treatment, rehabilitation, education, and becoming independent by undertaking and performing professional work,
2/ establishment or help in establishment of educational and rehabilitation centres as well as of specialist courses and healthcare centres,
3/ organisation of jobs, including jobs for the disabled (so-called protected jobs),
4/ undertaking interventions in the interests of persons encompassed by the activity of the Association,
5/ creation of a databank on possibilities of obtaining help,
6/ presentation of problems and needs of the rheumatics' environment to the public,
7/ conducting informative and publishing activity (leaflets, brochures, letters, programmes on the radio and on TV): for patients (possibilities of obtaining help), for the society (information about the disease and patients), information about new developments in world medicine in the area of treatment of rheumatic disorders,
8/ training for rehabilitants, healthcare professionals, families, friends, at courses, lectures, shows etc.,
9/ organisation of rehabilitation holiday camps,
10/ initiation, evaluation and participation in legislative work pertaining to the living conditions of disabled persons,
11/ organisation of and participation in social and cultural life,
12/ cooperation with institutions with similar objectives, with organisations, environments, social groups, and natural persons representing societies of the whole world,
13/ organisation of exchange of experiences between environments and organisations related to the Association.

CHAPTER III: MEMBERS, THEIR RIGHTS AND OBLIGATIONS

par. 10. The members of the Association shall be classified as:
1/ ordinary members,
2/ supportive members,
3/ honorary members

par. 11. An ordinary member of the Association can be a Polish national or a foreigner who declares his/her will to conduct activities for the benefit of the Association.

par. 12. An ordinary member of the Association can be also a minor person upon presentation of the written consent of such person's parents or guardians. Minors at the age of less than 16 years shall not have election rights or the right to participate in voting.

par. 13. 1. Ordinary supportive members shall be accepted by the Branch Management Board competent on the basis of such members' place of residence on the basis of the declaration submitted, and if no Branch has been established in the given area, the members shall be accepted by the National Management Board.
2.Supportive members shall be accepted by the Branch Management Board competent on the basis of such region of activities.

par. 14. An ordinary member of the Association shall have the following rights:
1/ right to vote and to stand for election,
2/ right to speak about all matters at assemblies of such member's Branch, meetings of the governing bodies, and Delegates Conventions,
3/ right to discuss and evaluate at meetings and assemblies the activity of the Association and of its governing bodies as well as the attitudes and activity of the Association members, and to submit the member's opinions and motions to the Association's governing bodies,
4/ right to apply to the Association for assistance.

par. 15. The obligations of the ordinary members shall include:
1/ acting in accordance with the By-laws, the resolutions of the Association's governing bodies and the rules and regulations in force,
2/ regular payment of membership fees, 3/ taking actively part in all activities of Association and in realization of it's aims.

par. 16. 1. A supportive member can be a natural or legal person who will declare financial assistance or contribution in kind to the Association.
2. A supportive member-legal person shall be active within the Association through its representative.

par. 17. 1. A honorary member can be a natural or legal person who contributed the outstanding contribution in activities for people with rheumatic diseases.
2. The honorary membership is being sent through Delegates Convention at the request of the National Management Board

par. 18. Supportive and honorary members have all rights of an ordinary member except for election rights and the right to decisively vote.

par. 19. The membership shall expire on the basis of:
1/ voluntary resignation submitted in writing according to par.13.1.,
2/ deletion from the list of members pursuant to a resolution of the Board according to par.13.1. on the grounds of a failure to pay membership fees for one year,
3/ elimination from the list of members pursuant to a resolution of the Board according to par.13.1. on the grounds of gross violation of statutory rules and regulations in force for the Association members. Person ruled out shall have the right to appeal against a resolution ,
4/ loss of legal personality by a supportive member - legal person,
5/ member's death.

par. 20. 1. Interested persons shall have the right to appeal against a resolution of Branch Management Board of concerning members' affairs (refusal to accept a new member, deletion or elimination from the list of members) in written form to the National Management Board within 14 days of the date of delivery of a copy of the respective resolution.
2.Interested persons shall have the right to appeal against a resolution of National Management Board of concerning members' affairs (refusal to accept a new member, deletion or elimination from the list of members) in written form to the Delegation Convention within 14 days of the date of delivery of a copy of the respective resolution.
3. Decision of the Delegates Convention is definitive.

CHAPTER IV: GOVERNING BODIES OF THE ASSOCIATION

par. 21. 1. The governing bodies of the Association shall be:
1/ Delegates Convention,
2/ National Management Board,
3/ Audit Commission.

par. 22. 1. The term of office of governing bodies of the Association is 3 years.
2.Term of office of representatives selected at Branch General Assemblies in number 1 delegate to 12 members is 3 years.

par. 23. The resolutions of the Association governing bodies shall be adopted by ordinary majority of votes at the presence of at least half of members of these bodies, unless the By-laws provide otherwise. In the case of an equal number of votes, the vote of the chairman of the meeting shall have the decisive power. On motion of 1/3 of persons with voting rights, the voting shall take place on a confidential basis.

par. 24. In the case of resignation or inability to perform functions in the governing bodies of the Association, supplementary members shall be appointed to such governing bodies from the candidates thereto, on the basis of the order established by the number of votes obtained. The number of such supplementary members cannot exceed 1/3 of the total number of members of such governing bodies.

CHAPTER V: DELEGATES CONVENTION

par. 25. 1. The Delegates Convention shall be the supreme authority of the Association. In Convention can participate:
1/ with the determining vote - delegates acorging to par. 22.1.,
2/ with the advisory vote - supportive members, honorary members and persons invited by the National Management Board
3/ like observers - all ordinary members
2. The National Management Board shall notify the members about the time and place of the Delegates Convention 1 month before the Convention.

par. 26. 1. Resolutions of Delegates Convention resolutions are passed by ordinary majority of votes in the initial period at the participation at least 50% of delegates; in the second time given in the notice irrespective of the number of particpants.
2. Resolutions concerning amendments to the By-laws are passed by majority of 2/3 votes in the initial period at the participation at least 50% of delegates; in the second time given in the notice at the participation at least 1/5 of delegates with voting rights,
3. Votings are open. Delegates Convention can to pass a resolution on the secrecy of the voting.

par. 27. The Delegates Convention has the following powers:
1/ determination of the directions of activity of the Association,
2/ consideration of reports of the National Management Board and of the Audit Commission,
3/ adopting resolutions concerning the acquittal of the National Management Board finishing its term of office,
4/ election of governing bodies of the Association:
a) Chairman,
b) 4-8 members of the National Management Board,
c) 3-5 members of the Audit Commission,
5/ consideration of motions and requests submitted by Association members and governing bodies,
6/ adopting resolutions concerning the amount of the membership fee,
7/ consideration of appeals against National Management Board's resolutions concerning members' affairs,
8/ approval of the following Regulations: of the Delegates Convention, of the National Management Board, of the Audit Commission, and of the Branches,
9/ adopting resolutions concerning amendments to the By-laws,
10/ adopting resolutions not reserved for other governing bodies of the Association,
11/ adopting resolution concerning the dissolution of the Association.

par. 28. An Extraordinary Delegates Convention can take place at any time in particularly justified cases, on own initiative of the National Management Board or on demand of the Audit Commission or 1/5 of the total number of members of the Association. The Extraordinary Delegates Convention shall be convoked by the National Management Board within 2 months of the date of submittal of the request.

par. 29. The Extraordinary Delegates Convention shall consider the matters for which it has been convoked.

CHAPTER VI: NATIONAL MANAGEMENT BOARD

par. 30. 1. Members of the National Management Board shall include: the Association Chairman and 4-8 members elected by the members elected by the Delegates Convention. At its first meeting, the Management Board shall appoint from its members the Vice-Chairman, the Secretary, and the Treasurer.
2. shall not have been convicted by virtue of a final court judgement for any crime involving intentional fault or for a tax offence.

par. 31. Meetings of the National Management Board shall be convoked by the Secretary at least once per quarter. The method and procedure of activity of the National Management Board shall be defined in the Regulations adopted by resolution by the Delegates Convention.

par. 32. The powers of the National Management Board shall include:
1/ managing the current activity of the Association,
2/ defining the directions of activity on the basis of resolutions of the Delegates Convention,
3/ establishment, dissolution, and supervising of the activity of the Branches and commissions and sections of the Association,
4/ decisions in membership matters,
5/ adopting by resolution the Regulations of the National Management Board subject to the approval by the Delegates Convention, and the Regulations for commissions and sections of the Association,
6/ defining the financial needs and managing the assets and business activity of the Association,
7/ submitting reports to the Delegates Convention,
8/ convoking Delegates Conventions,
9/ representing the Association in contacts with government authorities and other legal authorities.

CHAPTER VII: AUDIT COMMISSION

par. 33. 1. At its first meeting, the Audit Commission shall elect from its members the Chairman, and if necessary - the Secretary of the Commission. The detailed scope and procedures of activity of the Audit Commission shall be defined in the Regulations adopted by the Commission by resolution and approved by the Delegates Convention.
2. Member of Audit Commission shall not:
a/ be spouses, domestic partners, relations, next of kin, or employment subordinates of members of the management body
b/ have been convicted by virtue of a final court judgement for any crime involving intentional fault or for a tax offence

par. 34. The Audit Commission members can participate in meetings of the National Management Board, having only an advisory vote.

par. 35. The powers of the Audit Commission shall include:
1/ comprehensive auditing of the Association's activities at least twice a year,
2/ submitting to the National Management Board motions and requests arising from the audits and inspections performed,
3/ presentation of reports on its activity to the Delegates Convention.

CHAPTER VIII: ASSOCIATION BRANCHES

par. 36. The Branches shall be the basic organisational units of the Association. The National Management Board shall make decisions to establish and wind up a Branch. The National Management Board shall also determine the area of activity and the place of the registered office of the Branch. A Branch can be established on motion of at least 7 ordinary members.

par. 37. The National Management Board can adopt a resolution concerning the legal personality of the Branch.

par. 38. 1. The governing bodies of the Branch shall include:
1/ Branch General Assembly,
2/ Branch Management Board
3/ Branch Audit Commission in branches having the legal personality.
2. The provisions of par.par. 22.1., 23 and 24 shall apply per analogy.

par. 39. 1. The Branch General Assembly is the supreme governing body of the Branch.
2. The Branch General Assembly shall convoke: 1/ Branch Reporting and Election Assemblies every 3 years, 2/ Branch Reporting Assemblies once a year.

par. 40. The Extraordinary Reporting and Election Assembly shall be convoked by the Branch Management Board:
1/ on the latter's own initiative,
2/ on motion of the National Management Board of the Association,
3/ on motion of at least 1/3 of ordinary members of the Branch within 1 month of its reception.

par. 41. The Extraordinary Assembly of the Branch shall consider the matters for which it has been convoked.

par. 42. The powers of the Reporting and Election Assembly shall include:
1/ assessment of activity of the Branch Management Board and adopting resolutions concerning its acquittal,
2/ defining the directions, tasks and forms of activity of the Branch,
3/ consideration of motions and requests of the Branch Management Board and Branch members and adopting resolutions associated with the activity of the Branch,
4/ election of the Chairman of the Branch Management Board and of the Branch Management Board consisting of 4-6 members,
5/ election of delegates to the Delegates Convention and adopting resolutions and motions at the Delegates Convention.

par. 43. The powers of the Reporting Assembly of the Branch shall include:
1/ adoption of the report on activity of the Branch Management Board,
2/ consideration of motions and requests of the Branch Management Board and Branch members,
3/ adopting resolutions concerning the directions of activity of the Branch.

par. 44. The Branch Management Board can apply to appropriate religious institutions for delegating a spiritual guardian.

CHAPTER IX: BRANCH MANAGEMENT BOARD

par. 45. 1. The includes the Branch Chairman and 4-6 members elected by the Branch Assembly. At its first meeting, the Branch Management Board shall elect from its members the Vice-Chairman, the Secretary and the Treasurer.
2. Member of Branch Management Board shall not have been convicted by virtue of a final court judgement for any crime involving intentional fault or for a tax offence

par. 46. Branch Management Board meetings shall be convoked by the Secretary at least once per quarter. The method and procedure of activity of the Branch Management Board shall be defined in the model Regulations adopted by resolution by the Delegates Convention.

par. 47. The powers of the Branch Management Board shall include:
1/ managing the current activity of the Branch,
2/ defining the directions of activity in the basis of resolutions of the Branch General Assembly,
3/ defining the financial needs and Branch asset management,
4/ submitting reports to the Branch General Assembly,
5/ convoking Branch General Assemblies,
6/ representing the Branch in contacts with third parties,
7/ decision making in membership matters according to par. 19.

CHAPTER X: BRANCH AUDIT COMMISSION

par. 48. 1. Branch Audit Commision is elected on Branch General Assembly in branches having the legal personality.
2. Under the technical accounts Branch Commission is reporting to the Audit Commission of Association.
3. At its first meeting, the Branch Audit Commission shall elect from its members the Chairman, and if necessary - the Secretary of the Commission.
4. The Audit Commission members can participate in meetings of the Branch Audit Commission.
5. The detailed scope and procedures of activity of the Branch Audit Commission shall be defined in the Regulations adopted by the Commission of Association by resolution and approved by the Delegates Convention.
6. The provisions of par.par. 33.2 a) and b) shall apply per analogy.

par. 49. The Branch Audit Commission members can participate in meetings of the Branch Management Board, having only an advisory vote.

par. 50. The powers of the Branch Audit Commission shall include:
1/ comprehensive auditing of the Branch's activities at least twice a year,
2/ submitting to the Branch Management Board motions and requests arising from the audits and inspections performed,
3/ presentation of reports on its activity to the Branch General Assembly and to the Audit Commission of the Association.

CHAPTER XI: ASSETS OF THE ASSOCIATION

par. 51. 1. For the purposes of pursuing its statutory objectives, the Association shall have assets consisting of:
1/ funds from contributions,
2/ donations, assignments, subsidies,
3/ public means get under the procedure specified in provisions in force,
4/ income originating from the Association's own activity and business activity conducted in accordance with the legal regulations.
2. The organisationłs property shall not be:
1/ used to secure any financial liabilities of such organisationłs members, members of management bodies, employees, or their spouses, domestic partners, next of kin or relations in lineal or collateral affinity thereto, or persons related to them on the basis of adoption, custody or guardianship, all of whom jointly referred to as relatives;
2/ transfered to members of Association, members of its management bodies, employees or their relatives under terms and conditions other than those applying to unrelated third parties, in particular should such transfer be free of charge or on preferential terms;
3/ used to aid members of Association, members of its management bodies, employees or their relatives under terms and conditions other than those applying to unrelated third parties, unless such use stems directly from the statutory objectives
4/ the purchase of goods or services from entities with which such organisationłs members, members of management bodies, employees or their relatives are involved, under terms and conditions other than those applying to unrelated third parties or at prices that are higher than market prices.

par. 52. 1. All documents financially binding for the Association and accounting documents shall be signed in the Association's name by 2 other members of the National Management Board, including the Chairman or the Treasurer.
2. In the name of a Branch having legal personality, all documents binding from the financial point of view and accounting documents shall be signed by 2 members of the Branch Management Board.

CHAPTER XII: FINAL PROVISIONS

par. 53. The resolution concerning the dissolution of the Association shall be adopted by the Delegates Convention by 3/4 majority of votes in the initial period at the presence of at least 2/3 of the members with the voting right; in the second timeat the participation at least 1/5 of delegates.

par. 54. Should the decision be made to dissolve the Association, the last Delegates Convention shall define the charity organisations to which the assets of the Association shall be transferred after the Association's liabilities are paid, and shall appoint a liquidation committee which shall conduct the liquidation of the Association.

par. 55. Provisions of the acts: "Law on associations" and "Act on activity of the public benefit and voluntary services" are applied to matters not regulated in by-laws of Association.