of THE ASSOCIATION OF THE JEWISH HISTORICAL INSTITUTE OF POLAND (STOWARZYSZENIE ŻYDOWSKI INSTYTUT HISTORYCZNY W POLSCE) – The consolidated text.
The Association shall bear the name of “The Association of the Jewish Historical Institute of Poland” (Stowarzyszenie Żydowski Instytut Historyczny w Polsce).
The Association shall draw on the tradition of the Dissemination of Judaic Studies and the Central Judaic Library.
The Association is a registered Association and has legal personality.
The seat of the Association shall be in the Capital City of Warsaw and it shall operate within the Republic of Poland and abroad, in accordance with local laws.
The Association is established for an indefinite term.
The Association may be a member of domestic and international organizations with similar objectives of activity.
OBJECTIVES AND FORMS OF ACTIVITY
The Association's objective is to preserve and commemorate the history and culture of Polish Jews and their contribution to global culture.
To attain this objective, the Association shall:
- Cultivate and popularize traditions of Polish Jews.
- Support and popularize scientific research relating to the Jewish history and culture, with a particular consideration for the history and culture of Polish Jews.
- Carry out educational activities.
- Undertake activities to shape tolerant attitudes in the society.
- Cooperate with other Jewish organizations domestically and with institutions having similar objectives of activity domestically and worldwide.
- Strive to win over representatives of science and activists of culture domestically and abroad to the pursuit of the Association's objectives.
- Disseminate knowledge on the achievements of the Association for the Dissemination of Judaic Studies, the Central Judaic Library and the Jewish Institute of Science (JIWO) in Vilnius, Lithuania, and the Central Jewish Historical Committee.
The Association shall pursue its objectives by means of:
- collecting and keeping objects relating to the history and culture of Polish Jews,
- conserving, documenting and cataloging artifacts of Polish Jews,
- initiating research,
- organizing educational courses for Polish and foreign circles,
- organizing the learning of Jewish languages,
- issuing scientific, educational and popularizing publications,
- close cooperation with the Emanuel Ringelblum Jewish Historical Institute, hereinafter referred to as the Institute, and in particular by offering broad support for the Institute's activity and by exchanging information and experiences,
- giving the Institute access to museum, library and archival collections; providing space for its offices in the building located at ul. Tłomackie 3/5 in Warsaw,
- supporting the activity of the Museum of the History of Polish Jews, which has been initiated and co-founded by the Association, both by exercising the Association's powers under the Museum's articles of incorporation and by transferring subsidies and gifts obtained for this purpose and fulfilling other responsibilities taken on by the Association in those articles, in particular by developing, executing, financing and transferring the core exhibition to the Museum, making available the necessary objects held in the collections and delegating the Association's staff members and associates to implement this project,
- initiating the formation of associations and foundations to support the Association's activities domestically and abroad.
The operations of the Association shall be based on the pro bono work of its members.
The Association may hire employees for whom it shall be an employer, as defined by the Polish Labor Code.
- The Association shall conduct public benefit activities according to the provisions of the law, and in particular of the Act of April 24, 2003 (consolidated text of October 27, 2010) on public benefit and pro bono activities (“Ustawa o działalności pożytku publicznego i wolontariacie”, Dz. U. 234, poz. 1536).
- The activity described above, in §11, point 1, may not be conducted for the sole benefit of members of the Association.
- The Association may conduct business activity only in supplement of its public benefit activity. Any income generated by the business activity shall be assigned towards the Association’s public benefit activity.
MEMBERS, THEIR RIGHTS AND RESPONSIBILITIES
Natural persons who express their will to participate in the pursuit of the Association's objectives may become ordinary members of the Association.
Legal persons may be the Association's supporting members.
Membership in the Association shall be acquired on the basis of a Resolution of the Association’s Management Board which shall be adopted upon a membership declaration made by the person concerned and supported by signatures of two introducing members having at least three years' experience as members of the Association.
The ordinary members of the Association shall be entitled and obliged to participate in the General Meeting. After three months from the date of becoming members of the Association they shall acquire the active voting right and the passive electoral right, and they shall be allowed to use the Association's materials and equipment on the terms defined by the Management Board.
The ordinary members of the Association shall cooperate in their effort to attain the Association's objectives, observe the Statute and pay the membership fees.
Functions in the Association's governing bodies shall be fulfilled on an honorary basis.
The title of the honorary member of the Association may be conferred by the Association’s Management Board on natural persons who have rendered their service to the development of the Jewish culture.
Honorary members shall be entitled to participate in the General Meeting without any voting rights and they shall be obliged to popularize the Association's objectives.
Supporting members shall be entitled to participate in the General Meeting through their representatives without any voting rights and they shall be obliged to support the Association in the pursuit of its statutory objectives.
Membership in the Association shall expire as a result of:
- Written withdrawal of a member from the Association;
- Crossing the member off by a resolution of the Management Board due to:
- unjustified outstanding payments of membership fees existing for a period of at least twelve months,
- loss of public rights ascertained by a valid decision of the court,
- valid decision of the Fellow Members’ Arbitration Body to expel a member from the Association. If such member appeals to the General Meeting, membership in the Association shall be suspended until the resolution of such appeal.
- Expelling a member by a resolution of the Management Board for his or her failure to observe the Statute, the resolutions of the governing bodies as well as the rules and regulations;
- Death of the Association’s member.
Resolutions of the Management Board concerning the loss of membership may be appealed against to the General Meeting within 14 days from the date of receipt of the resolution.
GOVERNING BODIES OF THE ASSOCIATION
- The governing bodies of the Association shall be as follows:
a/ General Meeting,
b/ Management Board,
c/ Board of Auditors (Komisja Rewizyjna),
d/ the General Meeting may appoint the Fellow Members' Arbitration Body (Sąd Koleżeński).
The General Meeting shall be the supreme governing body of the Association and it shall be open to all the members.
The General Meeting shall assemble at least once a year for an ordinary reporting meeting and [once] in four years for a reporting and election meeting, or at any time for an extraordinary meeting which may be convened on the initiative of the Management Board, on a written motion of at least 1/3 of the total number of members entitled to vote or on the motion of the Board of Auditors.
The General Meeting shall be convened by the Management Board which shall notify the members at least 14 days in advance and send them a draft agenda of the meeting together with the relevant materials. The Extraordinary General Meeting should be held not later than 30 days after receipt of the relevant motion, it being necessary for the agenda of such meeting to provide for the matters for which it is convened.
The competencies of the General Meeting shall include all the matters relating to the Association’s activity, in particular:
- Formulating the Association’s operating objectives (kierunki działalności);
- Considering and accepting activity reports;
- Electing members of the Management Board, the Board of Auditors and the Fellow Members’ Arbitration Body;
- Adopting resolutions to acknowledge the fulfillment of duties by the Management Board;
- Adopting amendments to the Statute and the dissolution of the Association;
- Decision-making in those financial matters of the Association which go beyond ordinary management (zwykły zarząd).
- The General Meeting shall adopt resolutions by simple majority of votes in the presence of at least half of those entitled to vote.
- In the event of the absence of at least half of those entitled to vote on the first date, the General Meeting may be held on the second date which may be fixed for the same day. On the second date the General Meeting may effectively debate and adopt resolutions irrespective of the number of the participants.
- The Management Board shall be composed of 7-11 members elected by the General Meeting for a four-year term of office.
- A person convicted of an intentional indictable offence or a fiscal offence may not be a member of the Management Board.
- If the number of members is reduced during the term of office, the Management Board may co-opt new members, however not more than 1/3 of all its members.
- At its first meeting, the Management Board shall appoint the chairman, deputy chairman, treasurer and secretary from among its members.
The competencies of the Management Board shall include in particular:
- Carrying out the resolutions of the General Meeting.
- Preparing plans of activity, the Association’s activity reports, budgets and balance sheets to be presented at the General Meeting.
- Submitting activity reports to the General Meeting.
- Representing the Association externally.
- Managing the Association’s assets within the limits of ordinary management.
- Convening and organizing General Meetings.
- Determining the amount of membership fees.
- Adopting resolutions concerning membership in the Association.
- Giving opinions on draft plans prepared by the Institute.
- Participation of the Chairman or the Management Board members authorized by him in the work of the Scientific Council of the Institute.
- Giving opinions on candidates for the position of the Director of the Institute.
- Concluding job contracts with staff members and civil law contracts in matters relating to ordinary management.
- Adopting resolutions on day-to-day matters which are not reserved for other governing bodies of the Association.
- Putting forward candidates for the position of the Director of the Museum of the History of Polish Jews and for the Museum Council members as well as approving the appointment and dismissal of the Director and the Museum Council members by the organizer keeping the Museum’s register.
- Giving approval for amendments to the Statute of the Museum of the History of Polish Jews under the procedure set forth therein.
The meetings of the Management Board shall be held as necessary, however not less frequently than once in every two months. The meetings shall be convened and presided over by the Chairman of the Management Board. The resolutions of the Management Board shall be adopted by simple majority of votes in the presence of at least half of its members, and in the event of the equal number of votes the decisive vote shall be that of the Chairman. The meetings shall be attended by the representative of the Board of Auditors, the director or deputy director of the Institute, as well as the representative of the Scientific Council of the Institute or his/her deputy, [each of them] having an advisory capacity.
The declarations of will made on behalf of the Association shall be signed by the Chairman or Deputy Chairman of the Management Board and persons authorized by the resolution of the Management Board.
- The Association’s Board of Auditors is a collective supervisory body, separate from the Management Board and not subordinated to it on matters of executing internal control.
- The Association’s Board of Auditors shall comprise of 3-5 members elected by the General Meeting for a four-year term of office.
- If the number of members is reduced during the term of office, the Board may co-opt new members, however not more than two persons.
- Members of the Board of Auditors may not be members of the Management Board, be married to members of the Management Board, cohabit with them, be related to them through consanguinity or affinity, or be in a professional superior-subordinate relationship with them.
- A person convicted of an intentional indictable offence or a fiscal offence may not be a member of the Board of Auditors.
- At its first meeting, the Board of Auditors shall appoint its chairman, deputy chairman and secretary.
- The Board of Auditors shall make, at least once a year, an inspection of all the Association’s activity with a particular consideration for its own and lent assets, as well as financial and business activity, in terms of its appropriateness, reliability and economy.
- The Board of Auditors may, by virtue of its completed inspection or its result, demand that the Management Board give all the explanations, as well as file the relevant motions and submit the relevant opinions to the Management Board.
- The Board of Auditors shall submit its inspection report to the General Meeting, together with its motions to acknowledge or not to acknowledge the fulfillment of duties by the Association’s Management Board.
The Board of Auditors shall convene at least once in every six months. The resolutions of the Board of Auditors shall be adopted by simple majority of votes in the presence of at least three members.
The Fellow Members’ Arbitration Body shall be appointed to resolve disputes arising in connection with the Association’s activities or between its members.
- The Fellow Members’ Arbitration Body shall be composed of 3-5 members of the Association elected by the General Meeting. At the first meeting, the Arbitration Body shall elect its chairman, deputy chairman and secretary. The term of the Fellow Members’ Arbitration Body shall last until the nearest General Meeting convened for reporting and election purposes.
- If the number of members is reduced during the term of office, the Arbitration Body may co-opt new members, however not more than two persons.
- In matters determined in Article 37, the Fellow Members’ Arbitration Body shall take measures to head off a dispute and, if possible, it shall issue a decision stating which of the parties is right or not and to what extent. In accordance with this, the Arbitration Body may oblige a party or both parties to take certain measures to head off the dispute.
- In the matters determined in Article 37, if the Fellow Members’ Arbitration Body finds the Association’s member guilty it shall administer admonition or reprimand to such member, and in the event of an exceptionally serious offence it may decide to expel him or her from the Association. In matters of minor importance the Arbitration Body may limit itself to ascertaining guilt and refrain from taking the aforementioned measures.
- The decision of the Fellow Members’ Arbitration Body may be appealed against within 14 days from the date of receipt of the decision.
ASSETS AND FUNDS OF THE ASSOCIATION
The Association’s assets shall be composed of:
- real properties
The funds shall consist of:
- income from membership fees
- income from business activity
- state subsidies
- subventions, bequests, gifts
- other receipts from the Association’s statutory activity
The Association may conduct its business activity under separate provisions of law, in compliance with §11, point 3 of the Statute.
- The Association may acquire and transfer its movable assets under the applicable provisions of law.
- The administration of the Association’s assets that does not go beyond ordinary management, including lending, putting in deposit or transferring their part to other institutions or natural persons, may take place under a resolution of the Management Board and a civil law agreement.
In the process of administration of the Association’s assets, it is forbidden to:
- grant loans or loan guarantees from the Association’s assets to its members, members of its governing bodies, or its employees, as well as persons to whom the Association’s members, members of its governing bodies, or its employees are married, with whom they cohabit, to whom they are related through lineal consanguinity or affinity, or by collateral consanguinity or affinity up to the second degree, or are connected by adoption, care or guardianship, hereinafter referred to as relatives,
- transfer the Association’s assets to its members, members of its governing bodies, or its employees, and their relatives, on terms other than applicable to third parties, in particular when the transfer takes place free of charge or on preferential terms,
- use the assets for the benefit of the members, members of governing bodies, or employees, and their relatives, on terms other than applicable to third parties, unless the usage is a direct result of fulfilling a statutory objective,
- purchase goods or services from parties, in which members of the Association, members of its governing bodies, or its employees, and their relatives participate, on terms other than applicable to third parties, or at prices higher than the market ones.
The Association may be dissolved on the basis of a resolution of the General Meeting, adopted under Article 28, which shall define the liquidators, or pursuant to a court’s decision ordering liquidation and appointing the liquidator. The same procedure may apply in.
The decision on the appropriation of the liquidated Association’s assets shall be made by the General Meeting in its resolution dissolving the Association.