Statute

 

POLISH CITY CLUB
STATUTE
 
 
 
§1
General Provisions

1. This statute amends and restates the statute dated June 14, 2004.

2. The Polish City Club is a members-only club based in London, England. 

3. The Polish City Club may use the following abbreviation of its name: “PCC”.

4. The PCC shall have a logo, as set out in the Schedule to this statute.

5.      The objectives of the PCC are:

(i)                  liaising with governmental bodies, think tanks and building relationships in order to represent Polish interests in the United Kingdom;
(ii)                promoting the image of Poland as a business partner among international business communities;
(iii)               promoting awareness among the business community at large of economic, political and other developments related to Poland;
(iv)              acting as a platform for integration and know-how exchange among professionals, politicians, academics and international communities; and
(v)                attracting individuals of Polish origin or an interest in Poland for the fulfilment of the PCC’s objectives.

6. In order to achieve its objectives, the PCC may take the following actions:

(i)                  organise events, seminars and panel discussions with Members of Parliament, opinion-forming bodies, businesses and organisations;
(ii)                keep its members informed and facilitate their participation in important business, political and social events in the United Kingdom relating to Poland;
(iii)               participate in and organise not for profit events.

7. The objectives and actions of the PCC shall be construed broadly and are not limited by the particularity expressed above.

8. PCC does not conduct commercial activities. The club acts for the benefit of its members and, on the dissolution of the club, any remaining funds shall be distributed equally among the members.

§2
Membership

1. PCC shall consist of the following categories of members:

(i)                  Founder Members;
(ii)                Ordinary Members;
(iii)               Honorary Members; and
(iv)              Corporate Members.

2. Candidates for ordinary membership shall meet the following criteria:

(i)                  be at least 18 years old;
(ii)                be proposed by an Ordinary Member;
(iii)               be seconded by another Ordinary Member;
(iv)              be approved by the Executive Committee;
(v)                shall have a membership declaration; and
(vi)              shall have paid the annual membership fee, which as of 18 March 2010 is set at £100 per annum for Ordinary Members.

3. The Executive Committee shall have the right not to disclose to any person the reasons for rejecting the candidate for an ordinary membership.

4. The Executive Committee may invite a person to become an Honorary Member of the PCC. Such person shall become an Honorary Member after he/she has accepted the invitation of the Executive Committee. 

5. Honorary Members shall be exempt from the membership fee but shall not have voting rights in the Members’ Meeting.

6. The Executive Committee may invite a company to become a Corporate Member of the PCC. Such corporation shall become a Corporate Member after its duly authorised representative has accepted the invitation of the Executive Committee, filed a membership declaration and paid the annual membership fee.

7. Members of the PCC shall have equal rights.

8. Members of the PCC acquire election rights upon their joining the PCC.

9. Members of the PCC are obliged to:

(i)                  observe the PCC’s Statute and the resolutions of the Members’ Meeting;
(ii)                act in a manner which will not harm the good name of the PCC; and
(iii)               pay their membership fees on time.

10. Membership in the PCC expires upon:

(i)                  resignation filed by a member with the President;
(ii)                exclusion by the Members’ Meeting for breach by a member of either of his/her obligations under §2.9.(i)-(ii) above; or
(iii)               termination by the Executive Committee caused by the member not having paid the membership fee on time.
(iv)              Failure to pay annual membership fee.

11. PCC is established for an unlimited period of time.

§3
Governing Bodies

1. The following shall be the governing bodies of the PCC:

(i)                  Members’ Meeting;
(ii)                Executive Committee; and
(iii)               Advisory Council.

2. An annual Members’ Meeting shall be held in London within three months of the end of each calendar year.

3. The Members' Meeting shall be convened by the Executive Committee.

4. The Executive Committee convenes the Members' Meeting by sending notices to the PCC’s members. Depending on the member’s mailing preference, as he/she shall have indicated on the membership declaration form, such notice shall be sent by regular mail, via facsimile or e-mail, no later than one month prior to the date of the Members’ Meeting.

5. The notice shall specify the date, time and venue of the Members’ Meeting, as well as a detailed agenda. In the event of intended amendments to the PCC’s Statute or scheduled elections of the President, such notice shall also contain information as to the scope of the proposed amendments and names of the candidates for the respective positions.

6. At least 15 of Ordinary Members may request that an extraordinary Members' Meeting be convened, or that certain items be included in the agenda of the next Members' Meeting. Such request shall be submitted in writing to the President no later than two weeks prior to the proposed date of the Members' Meeting.

7. Each member (other than an Honorary Member) shall have one vote at the Members’ Meeting.

8. The Members' Meeting is valid regardless of the number of members present at such meeting.

9. An annual Member’s Meeting shall include a resolution requiring a vote of confidence in the President. If the President receives no vote of confidence he or she is automatically relieved from the post together with all other members of the Executive Committee. 

10. Unless otherwise indicated in this Statute, resolutions of members (including a vote of confidence) shall be adopted by a simple majority of votes cast (50%+1).

11. Resolutions regarding the following matters require a majority of two-thirds (2/3) of votes cast by the members present at the Members' Meeting:
(i)                  increase or decrease of the membership fee;
(ii)                amendments to the PCC’s Statute;
(iii)               dissolution of the PCC
(iv)              removal of a member of the Executive; and
(v)                exclusion of a member.

12. Resolutions regarding the election of the President or the exclusion of a member shall be adopted in a secret ballot.

13. A member appointed by the President keeps the book of minutes of Members’ Meetings.

14. Each member may also exercise his/her voting right: (i) in writing (including by mail or e-mail) by sending his/her vote for or against respective resolutions placed on the agenda to the attention of the President or (ii) through a proxy. Such vote, if sent to the attention of President, shall be deemed valid if it has reached the President one day prior to the scheduled Members’ Meeting at the latest. Such vote shall be included in the book of minutes. The proxy shall be granted in writing, otherwise being null and void, and shall be included in the book of minutes.

15. The Executive Committee members may not act as proxies at Members' Meetings.

Executive Committee
 

16. The Executive Committee is composed of the President and up to four members appointed by the President and approved by the Advisory Council.

17. Candidates for the members of the Executive Committee shall be selected from among the Ordinary Members. Each of the PCC members shall have a right to indicate his/her candidate for the President. 

18. The term of office of the President shall be two years. The term of the members of the Executive Committee appointed by the President shall expire automatically on the expiry of the President’s appointment.

19. Any of the members of the Executive Committee may be recalled by a 2/3 resolution of the Members' Meeting at any time.

20. The Executive Committee represents the PCC. The competencies of the Executive Committee include managing all of the PCC's affairs that have not been reserved for the competencies of the Members’ Meeting.

21. Each member of the Executive Committee is authorised to manage the PCC's affairs which fall within the ordinary scope of the PCC's activities without a prior resolution of the Executive Committee. If before the matter referred to in the preceding sentence is dealt with, any of the remaining members of the Executive Committee object thereto or if a matter falls beyond the ordinary scope of the PCC's activities, a prior resolution of the Executive Committee is required.

22. The President of the PCC shall present to the PCC members, at every annual Members’ Meeting, information as to the performance by the Executive Committee of its activities aimed at the achievement of the PCC objectives in the year preceding such meeting.

23. The Executive Committee shall pass resolutions at meetings.

24. Each member of the Executive Committee shall devote their powers as they see fit, in good faith for the members of the PCC as a whole.

25. Each member of the Executive Committee shall declare any interest in any contract between such member and the PCC and excuse themselves for voting if such interest arises.

26. Meetings of the Executive Committee shall be convened by the President of the Executive Committee at least once a month. Furthermore, the President of the Executive Committee convenes a meeting of the Executive Committee on his/her own initiative or at the request of at least half of the Executive Committee members. If the President fails to convene a meeting within three days from the date of submission of such request, the meeting may be convened by the requesting parties.

27. Resolutions of the Executive Committee may be passed if all the members of the Executive Committee have been notified in writing about the date of the meeting (including via e-mail) at least five days before the scheduled date of the meeting and all of the members of the Executive Committee are present at such meeting. The Executive Committee shall pass resolutions by a simple majority (50%+1) of votes cast. In the event of a tie, the President of the Executive Committee shall have the deciding vote.

28. A member of the Executive Committee selected by the President keeps the book of minutes of meetings of the Executive Committee.

29. The Executive Committee may adopt its by-laws, which will specify the organisation and operation of the Executive Committee and the Advisory Council

30. The President can recommend to the Advisory Council that a member of the Executive Committee should be relieved of his or her duties. The President is then obliged to produce satisfactory evidence to both the Advisory Council and the Executive Committee justifying such action. The Advisory Council will have two weeks to vote on the motion and there will be no quorum required.

Advisory Council

31. Advisory Council advises and mentors the President.

32. The members of the Advisory Council are drawn from the Honorary Members, the Founding Members and former members of the Executive Committee (“Eligible Members”). The Founding Members include the following: Roksana Ciurysek, Piotr Grześkiewicz, Radosław Illing, Justyna Jackholt, and Piotr Michalik.

33. The President, following his or her election to the post but no later than within one month of the appointment, forms the Advisory Council by asking all Eligible Members to declare whether or not they wish to join the Advisory Council.   Those Eligible Members who accept the invitation are declared appointed to the Advisory Council.

34. Advisory Council meets on a regular basis as agreed with the President, from time to time.

35. Each member of the Advisory Council has one vote. All decisions of the Advisory Committee shall be adopted by a simple majority of votes cast (50%+1). There is no quorum required.

36. The term of office of the members of the Advisory Council shall expire as soon as a new Advisory Committee has been appointed pursuant to §3.32above,following the appointment of a new President.

Other

37. The Executive Committee shall be entitled to recourse to the funds of the PCC for any liability incurred in the proper discharge of their functions.

38. The liability of the PCC to any third party shall be limited to the fullest extent permitted by law to the funds of the PCC only and not extend to any personal liability of the Executive Committee.

§4
Membership Fee and Finances

1. The membership fee for an Ordinary Member shall be £100.

2. The membership fee for a Corporate Member shall be set by a resolution of the Executive Committee.

3. The membership fee shall be paid by a respective member at the time of his/her filing with the President a membership declaration, and, subsequently, by 15th January of each calendar year.

4. The right to manage the PCC’s finances shall be vested in the Treasurer appointed and recalled by the Executive Committee. A candidate for the Treasurer should be an Ordinary Member of the PCC.

§5
Miscellaneous

1. This Statute, forms of membership declarations, form of proxy, as well as any of PCC’s announcements shall be published by the Executive Committee on the PCC’s internet page: www.polishcityclub.org.

2. Any changes to §3.15 to §3.29 (any consequential changes in other parts of this statute) made pursuant to the resolution of the members taken on 18 March 2010 shall only come into effect after the expiry of the term of the Executive Committee appointed pursuant to the terms of the statute in force immediately prior to the member's meeting on 18 March 2010. All other changes made pursuant to the resolution of the members taken on 18 March 2010 shall come into effect immediately after the circulation of the amended and restated version of the statute to the members.

 
Approved by the Member’s Meeting on 18 March 2010