The Articles of Association of the International Fiscal Association in Poland
The Articles of Association of the International Fiscal Association in Poland was adopted pursuant to a resolution by the founding members of 16 January 1995 (as amended by the General Meeting of the Association of 22 September 2010).
The International Fiscal Association in Poland [Międzynarodowe Stowarzyszenie Podatkowe w Polsce], hereinafter referred to as the Association, is an association of persons dealing with various forms of international and comparative tax issues.
The Association acts on the basis of the Act of 7 April 1989 “The Associations Law” (Journal of Laws of 1989 No. 20 item, 104 as amended). The Association has a legal personality.
The Association is active in Poland. Warsaw is the seat of the Association’s governing body.
In translations into English, The Association may use its English language name: “International Fiscal Association in Poland”.
The Association may join international organisations similar to the Association in terms of objectives and forms of activity. A resolution on joining an international organisation shall be adopted by the General Assembly of the Association.
The Association may use signs and stamps according to templates approved by appropriate administration bodies.
The Association’s activities are based on community service rendered by its members.
The objectives of the Association are the study and advancement of tax law (and in particular international tax law) and economic tax law analyses.
To achieve these objectives the Association:
- facilitates the exchange of knowledge, experiences and ideas amongst particular Association members,
- presents specific issues within the field subject to the Association’s activities as well as the results of its own analyses and works within this scope with bodies, institutions and national, economic and social organisations,
- undertakes mutual actions which further the study and advancement of its objectives together with bodies, institutions and national, economic and social organisations,
- initiates, inspires and supports research and initiatives within the scope referred to in Article 8,
- organises conferences, congresses and lectures devoted to the issues referred to in Article 8,
- engages in publishing activities which further the advancement of knowledge and exchange of research within the scope referred to in Article 8,
- established contacts and cooperates with domestic and foreign organisations dealing with the issues referred to in Article 8.
Association members consist of:
A natural person with full legal capacity to act, who through submitting a declaration undertakes to act to further the objectives of the Association and observes the provisions of its Articles of Association and who made a scientific contribution to the field referred to in Article 8 or shall be considered to be able to make such a contribution, may be an ordinary member. A person with extensive professional experience within the scope of the fields referred to in Article 8 may also be a member of the Association.
Foreigners may be members of the Association regardless of their place of residence.
A legal person or organisational unit without a legal personality, which within the scope of its activity deals with issues referred to in Article 8, and also a legal person or organisational unit without a legal personality, which on account of its operations exhibits interest in the issues dealt with by the Association may be a supporting member. Supporting members act in the Association through their representatives. Every supporting member may appoint up to two representatives.
A person who contributed to the development of the Association’s idea or in another, exceptional way furthered the interest of the Association may be an honorary member.
Ordinary and supporting members may join the Association pursuant to a written declaration by the person applying for membership advocated by at least two ordinary members of the Association.
The title of honorary member of the Association is granted by the General Assembly of the Association upon a request by the Executive Board.
Ordinary members of the Association are entitled to:
- active and passive voting rights in elections to all bodies of the Association,
- the right to participate in a General Assembly of the Association and the right to speak and express opinions on all issues pertaining to the Association’s activities,
- the right to participate in all forms of activity engaged in by the Association,
- the right to make use of the Association’s facilities, services and assistance.
The Association’s honorary members enjoy all the rights which ordinary members are entitled to with the exception of the active and passive voting right.
- Association members are obligated to act in accordance with the Articles of Association, regulations and regulations adopted by the Association’s governing bodies.
- Ordinary and supporting members of the Association are obligated to actively particulate in the works of the Association and to pay member’s fees.
Association membership expires:
- in the event and at the time of a member’s death,
- a voluntary Association membership termination notice submitted in writing to the Executive Board,
- removal from the Association by virtue of an Executive Board resolution under the following circumstances:
- a) failure to pay member’s fees for a period of one year,
- b) loss of conditions required of Association members.
An honorary membership expires:
- as a result of a renouncement of an honorary membership submitted in writing to the Executive Board,
- termination of an honorary membership pursuant to a resolution by the General Assembly of the Association.
An interested party is entitled to appeal an expulsion decision made by the Executive Board within 30 days of receipt of such a decision. Appeals are to be submitted to the General Assembly of the Association. A decision by the General Assembly of the Association is final and binding.
The Association has the following governing bodies:
- General Assembly of the Association,
- Executive Board,
- Executive Committee.
- The Executive Board and the Executive Committee are selected by the General Assembly from amongst the Association’s ordinary members for a three-year term.
- 2. In the event of membership expiry in the Executive Board or the Executive Committee during the term thereof, each of these Association bodies may adopt a resolution on making up its composition by co-option. The number of persons appointed in such manner shall not exceed 1/3 of the total number of members in each one. The term of the Association’s members appointed in such was expires together with the terms of the other members.
Members of the Association's governing bodies honourably discharge their duties.
As long as subsequent provisions do not stipulate otherwise, the resolutions of all the Association’s governing bodies shall be adopted by virtue of a standard majority of votes cast in the presence of at least half of its members. In the event of an equal number of votes the meeting chairperson’s vote shall prevail.
- A General Assembly constitutes the superior governing body of the Association, properly adjudicating on all matters within the scope of the Association’s activities and related to the objectives thereof.
- All members of the Association are part of the General Assembly. Supporting and honorary members participate in a General Assembly in an advisory capacity. Supporting members participate in an assembly via representatives, referred to in Article 13.
- A General Assembly may be ordinary or extraordinary.
- An Ordinary General Assembly is convened at least once every 3 years by the Executive Board in relation to the expiry of the Executive Board’s term. An Extraordinary General Assembly is convened by the Executive Board or upon a written request by the Executive Committee or at least one third of the Association’s members.
- A request for an Extraordinary General Assembly has to include the proposed agenda. If the proposed agenda is not contrary to the Association’ Articles of Association, the Executive Board is under an obligation to consider them, however it may add further items to the agenda.
- An Extraordinary General Assembly is convened by the Executive Board within two months of the written request submission.
The Executive Board provides notice to all Association members of the date, venue and agenda of a General Assembly at least two weeks in advance. The notice may be sent to Association members electronically.
The following matters lie within the exclusive competence of the General Assembly:
- adopting resolutions which identify the main direction of the Association’s core and financial activities,
- the selection of an Executive Board and Executive Committee,
- considering the Executive Board’s and Executive Committee’s reports,
- adopting resolutions on granting an absolution to the Executive Board,
- adjudicating appeals pertaining to a refusal to accept, removal or expulsion of an Association member,
- granting and withdrawing an honorary member title,
- determining membership fees,
- adopting resolutions on amendments to the Articles of Association,
- adopting specialist sections’ and governing bodies’ regulations,
- adopting resolutions on disbanding the Association,
- adopting resolutions pertaining to other matters where the regulations as in force at present dictate the General Assembly’s consent.
- The General Assembly may adopt resolutions upon first reading subject to the presence of at least half the Association’s members, and upon second reading regardless of the number of present members.
- A General Assembly appoints a chairman and secretary thereof.
- Minutes are taken during the course of a General Assembly, which are then signed by the chairman and secretary and provided to the participants no later than a month after the meeting in question.
- During the course of the next month, General Assembly participants have an opportunity to submit corrections to the minutes in writing.
The Executive Board comprises between 3 and 5 members appointed by the General Assembly.
- Executive Board members are selected by a secret ballot, wherein every General Assembly participant eligible to vote, votes for no more candidates than the number of Executive Board members. Those candidates who won the most votes are chosen as Executive Board members. In the event of an equal number of votes a draw shall decide the outcome.
- The Executive Board selects the following from amongst its members:
- a) Chairman,
- b) Secretary,
- c) Treasurer (as required).
- The Executive Board adopts resolutions pursuant to a simple majority in the presence of at least half its members.
- The Executive Board’s resolutions are included in the minutes taken during meetings.
The Executive Board convenes as necessary but no less than four times a year.
Declarations of will, including within the scope of incurring financial obligations on behalf of the Association are made by the Chairman of the Association’s Executive Board acting independently, or two other Executive Board members acting in unison.
The following issues fall within the Executive Board’s jurisdiction:
- external representation and acting on behalf thereof,
- managing the activities of the Association in accordance with the provisions of the Articles of Association as well as General Assembly resolutions and recommendations,
- managing the Association’s assets,
- adopting budgets estimates and approving annual balance sheets,
- convening and preparing General Assemblies,
- approving and removing Association members,
- approaching the General Assembly with applications for granting honorary membership,
- appointing and terminating specialist sections.
- The Executive Committee comprises between 3 and 5 members appointed by the General Assembly for a three-year term.
- Executive Committee members shall not be Executive Board members at the same rime.
- The Executive Committee choose a Chairman from amongst its ranks.
The Executive Committee authority spans the following:
- a) at least once a year, performance of a comprehensive assessment of the Association’s operations with particular emphasis of financial management,
- b) approaching the Executive Board with requests pertaining to the Association’s activities,
- c) submitting reports to the General Assembly together with an assessment of the Association’s operation and applications to grant absolution to former Executive Board members,
- d) preparing and approving annual Association financial reports.
The Association’s assets comprise real estate, chattels and funds
The sources of the assets comprise:
- a) membership fees,
- b) income from real estate and chattels constituting the Association’s property or managed by it,
- c) grants and subsidies,
- d) donations, bequests and wills,
- e) income generated from activities specified by the Articles of Association,
- incomes generate by business activity conducted by the Association pursuant to the provisions of law as applicable within this scope.
- The payable membership fees are determined on the basis of a General Assembly resolution.
- Membership fees shall be paid by the end of the first quarter of every year.
- New members pay their membership fees within two weeks of receiving their membership acceptance confirmations.
The Executive Board may establish special purpose funds within the scope of the held financial means.
Amendments to these Articles of Association require a resolution by the General Assembly adopted by a majority of votes.
The Association may be disbanded pursuant to a resolution by the General Assembly adopted by a 3/5 majority of votes with at least half the Association members present. The designation of the assets and manner for disbanding the Association shall be determined by the resolution by virtue of which it will be disbanded.