Clausius Tower Society Koszalin - Clausius Tower Society

Uniform text of the Statutes of the Association of the Clausius Tower Society as amended July 21, 2020

STATUTES OF SOCIETY

Clausius Tower Society

CHAPTER I

GENERAL PROVISIONS

The name of the Association is: the Clausius Tower Society, in the further provisions of the statute referred to as the Association. In international contacts, the Society uses the name: the Clausius Tower Society.
The Society is an association of individuals that was formed to promote knowledge, organize and support initiatives related to a free exchange of ideas. The seat of the Society is Koszalin. Its operations cover is the Republic of Poland.
To carry out the statutory purposes, the Association may operate in other countries with respect for their local law.
The Association is established for an unlimited period of time. It has a legal personality. It acts on the basis of the provisions of the Act of 7th April 1989: Law on Associations (Journal of Laws of 2001, No. 79, Item 855 with later amendments) and the present Statute.
The Association may belong to other national and international organizations that pursue similar objectives.
The activities of the Association are primarily based on the social work of its members. The Association may hire employees to conduct its affairs.

CHAPTER II
OBJECTIVES AND MEANS OF ACTION

The purpose of the Association is to promote the idea of a free exchange of ideas on the achievements of science and culture in all fields.
The Association pursues its objectives through:
- The use of the symbol: the Clausius Tower with a Foucault pendulum suspended inside;
- discussion among the members of the Association;
- public discussion on scientific and cultural achievements and matters important to the intellectual output of the world;
- organization of conferences, seminars and meetings that cover scientific or cultural problems;
- organization of exhibitions, shows and demonstrations related to the achievements of human thought in history and contemporary times using the Clausius Tower;
- organizing lectures, artistic exhibitions, concerts and other events promoting scientific and artistic works;
- carrying out publishing activities connected with realization of the Association’s goals;
- liaison with all persons and institutions that pursue similar objectives.

CHAPTER III
MEMBERS: RIGHTS AND OBLIGATIONS

Individuals and legal entities may become the members of the Association. A legal entity may only be a supporting member of the Association.
The Association has the following members:
1. Founding Members
2. Ordinary Members,
3. Affiliate Members,
4. Honorary Members.
Founding Members are all those persons who participated in the Founding Meeting, voted on the establishment and adoption of the Statutes of the Association and submitted a membership declaration in writing.
An Ordinary Member of the Association may be any natural person who:
1. submits a membership declaration in writing,
2. presents a positive opinion from two Founding Members of the Association,
3. pays the first membership fee.
One becomes an Ordinary Member becomes once they have submitted a written declaration on the basis of the resolution of the Board of the Association.
Any natural or legal person declaring financial assistance, material help or know-how assistance in achieving the objectives of the Association may become an Affiliate Member of the Association.
An Affiliate Member becomes a member once they have submitted a written declaration on the basis of a resolution by the Association’s Board.
An individual who has made an outstanding contribution to the activities and development of the Association may become an Honorary Member of the Association.
Honorary members are accepted by the General Assembly upon the request of 10 Members of the Association.
The Ordinary and Founding Members have the following rights:
1. passive and active participation in elections to the Association,
2. use the achievements, property and all the forms of the activity of the Association,
3. participate in meetings and any undertakings organised by the Association,
4. make proposals concerning the activities of the Association.
The Ordinary and Founding Members are obliged:
1. to participate in the activities of the Association and the implementation of its objectives,
2. to comply with the Statutes and resolutions of the Association,
3. to regularly pay membership fees.
The Affiliate and Honorary members do not have voting rights or an eligibility to stand for election, but they may participate in an advisory capacity in the statutory authorities of the Association, otherwise have the same rights as the Ordinary Members.
An Affiliate Member is obliged to fulfil the services declared, to comply with the Statutes and resolutions of the Association.
The Honorary Members are exempt from membership fees.
Loss of membership occurs as a result of one of the following:
1. A written resignation submitted to the Board,
2. An exclusion by the Board upon its own initiative or upon a written request of at least five members of the Association:
  - due to a violation of the Statute and failure to comply with the resolutions by the Association,
  - for notorious failure to participate in the work of the Association,
  - for non-payment of membership fees over a period of six months,
  - for infringing the good reputation of the Association,
  - for acting to the detriment of the Association,
3. loss of civil rights by virtue of a valid court judgment,
4. death of a member and loss of legal personality by legal persons.
The interested party has the right to appeal to the General Meeting of Members against the resolution by the Board concerning an admission to members of the Association or loss of membership. The resolution by the General Meeting of Members is final.

CHAPTER IV
AUTHORITIES OF THE ASSOCIATION

The authorities of the Association shall be as follows:
1. General Assembly of Members,
2. Board of Directors,
3. Reviewing Committee.
Term of office
1. The term of office for all the elected authorities of the Association is four years, with the proviso that the first term of office for the elected authorities starts from the moment of the election until 30 June 2012. The election is held in a secret ballot by an absolute majority of votes.
Resolutions by all the Authorities of the Association are adopted by a simple majority of votes in the presence of at least half of the Members entitled to vote, unless further provisions of the Statute provide otherwise.
The General Meeting of Members is the highest authority of the Association. The General Meeting of Members shall be attended by:
1. those with casting vote: Ordinary and Founding Members,
2. those with advisory capacity: Affiliate Members, Honorary Members and invited guests.
The General Assembly may be ordinary and extraordinary.
The General Assembly is convened by sending notices by mail, e-mail or by telephone (including SMS), at least seven days before the date of the General Assembly. In the notice, the Board shall inform the Members of the proposed agenda, date and place of the meeting.
The General Assembly may be held at any time. It is convened by the Board upon its own initiative, at the request of the Audit Committee or upon a written request of at least 1/3 of the total number of the Ordinary Members of the Association.
Resolutions by the General Assembly of the Association are passed by an absolute majority of votes regardless of the number of the Members present if the General Assembly has been properly convened. Voting is open.
The powers of the General Assembly include the following:
1. determination of the main directions of the operations and development of the Association,
2. adopting amendments to the Statutes,
3. election and dismissal of all the Authorities of the Association,
4. giving a vote of approval to the Board at the request of the Audit Committee,
5. reviewing of reports on the activities of the Board and the Audit Committee,
6. adopting a budget,
7. adoption of membership fees and all other benefits for the Association,
8. passing resolutions concerning an admission of an honorary member,
9. examination and approval of reports of the Association’s authorities,
10. consideration of requests and demands made by the Members of the Association or its Authorities,
11. consideration of appeals against resolutions of the Board,
12. passing resolutions on the dissolution of the Association and allocating its assets,
13. passing resolutions on any matter put on the agenda, in all cases not reserved for other authorities of the Association.
14. the General Assembly may grant a title of Honorary President of the Board to the outgoing President of the Board for the next term of office. An Honorary President of the Board shall ex officio become a Member of the Board.
The Board is appointed to direct all the activities of the Association in accordance with resolutions by the General Assembly, and it represents the Association outside.
The Board consists of 7 to 10 persons including the President, two Vice Presidents and a Member: an Honorary President of the Board. The President and Vice Presidents are elected by the Board from among its Members.
Meetings of the Board shall be held as required, but not less than once a month. Meetings of the Board shall be convened by the President or two Members of the Board.
The competencies of the Management Board include:
1. implementation of the objectives of the Association,
2. implementation of resolutions by the General Meeting of Members,
3. drawing up work plans and budgets,
4. the Board’s report of the assets of the Association,
5. passing resolutions on the acquisition, disposal or encumbrance of assets of the Association,
6. representing the Association outside,
7. convening a General Assembly,
8. admitting and deleting members,
The Audit Committee is appointed to control the activities of the Association.
The Audit Committee consists of 3 to 5 persons including the Chairman, the Deputy and the Secretary.
The powers of the Audit Committee are as follows:
1. Supervision of the activities of the Board,
2. submitting conclusions of the audit at the General Assembly,
3. right to request to convene a General Assembly and a meeting of the Board,
4. submitting motions concerning a vote of approval to the Authorities of the Association,
5. submitting reports on its activities to the General Assembly.
Should the composition of the Authorities of the Association be reduced during the term of office, its composition may be supplemented by co-option, which shall be made by the remaining members of the body that has been reduced. In this mode, no more than half of the body may be appointed.

CHAPTER V
ASSETS AND FUNDS

The assets of the Association shall be created as follows:
1. from membership fees,
2. from donations, inheritance, bequests,
3. grants and public donations,
4. income from business activities or the property of the Association.
All funds may be kept only in the account of the Association.
The Association carries out financial management in accordance with applicable regulations.
Decisions on the acquisition, disposal and encumbrance of the assets of the Association are to be undertaken by the Board.
To enter into agreements, granting power of attorney and making other declarations of intent in relation to property matters, the signatures are required of two Members of the Board acting together. In other matters, the Association is represented by one person, i.e. the President of the Board or a Board Member authorized by them.

CHAPTER VI
FINAL PROVISIONS

A resolution concerning an amendment of the Statutes and a resolution on a dissolution of the Association is passed by the General Assembly by a qualified majority of votes: (2/3), in the presence of at least half of those entitled to vote.
Passing a resolution on the dissolution of the Association, the General Assembly of Members determines the manner of its liquidation and an allocation of the Association’s assets.
The provisions of the Law on Associations shall apply to any matters not provided for herein.

President of the Board

Clausius Tower Society

Danuta Zawadzka