The consolidated text of the Statute of the Association Society of Tower Clausiusa after changes of 06 June 2012

 

 

STATUTE OF SOCIETY

Clausius Tower Society

  

CHAPTER I

GENERAL DECISIONS

 

  1. The Society is called the Clausius Tower Society. In farther part, the Statute is called Society. In international relations the Society is called the Clausius Tower Society.
  2. The Society associates with natural persons. It is formed to propagate knowledge, organize and support initiatives related with mind exchange. Registered seat of the Society is Koszalin. The Society shall operate in the Republic of Poland.
  3. The Society is allowed to act on another country’s territory to accomplish one’s objectives.
  4. The duration of the Society is unlimited. The Society is a unit with legal personality. The acts of Society are based on the articles of the Act of 7th  April 1989 Law on the Societies (Journal of Laws of 2001, No 79, item 855, as amended) and on this Statute.
  5. The Society may be a part of another national and international organization which realize similar objectives.
  6. The activity of the Society is above all based on a social work of its members. The Society is allowed to employ persons to manage its affairs.

 

CHAPTER II

OBJECTIVES AND RESOURSES

 

  1. The objective of the Society is to propagate mind exchange on achievements of science and culture over all areas.
  2. The Society will accomplish its objectives by:
  • using its symbol – the Tower of Clausius with Foucault’s pendulum hung inside
  • discussion between the members of Society
  • public discussion on achievements of science and culture and discussions on matters important for worldly intellectual achievements
  • organizing conferences, seminars and meetings concerned with scientific and cultural problems
  • organizing exhibitions, shows and demonstrations connected with achievements of men’s thoughts in history and now using the Tower of Clausius
  • organizing lectures, artistic exhibitions, concerts and another events propagating scientific and artistic activities.
  • pursuing publishing activity connected with the accomplishment objectives of the Society.
  • Cooperation with all people and organizations which realize similar objectives

 

CHAPTER III

MEMBERS’ RIGHTS AND OBLIGATIONS

 

  1. A member of the Society can become an all natural and legal person. Legal persons can be only a member supporting the Society.
  2. Members of the Society:
    1. founders
    2. ordinary members
    3. supporting members
    4. honorary members
  3. Founders are persons who took part in the founding meeting, were voting on the motion for the establishment of a Society and pass a Statute of Society, and declared a membership in writing.
  4. An ordinary member of the Society can be any natural person who:
    1. will declare a membership in writing
    2. will receive a positive recommendation given by two founders of the Society
    3. will pay a membership fee
  5. A person becomes an ordinary member after declaring a membership in writing by resolution of the Executive Board.
  6. A supporting member can be any natural and legal person who declares financial, objective and essential support for the accomplishment of objectives of the Society.
  7. A person becomes a supporting member after declaring a membership in writing by resolution of the Executive Board.
  8. An honorary member is a natural person who made a contribution to the activity and development of the Society.
  9. Honorary members are admitted by the General Assembly on a motion of ten Society members.
  10. Ordinary members and founders are entitled to:
    1. passive and active participation in election of Society authorities
    2. using a property, disposal and any forms of activity of the Society
    3. participation in meetings and ventures organized by the Society
    4. submitting proposals related to the activities of the Society
  11. Ordinary members and founders are obligated to:
    1. attend an activity of the Society and accomplish its objectives
    2. observe the Statute and resolutions of Society authorities
    3. pay contributions regularly
  12. Supporting and honorary members are not entitled to passive and active participation in election of Society authorities; however they can participate in elections as advisors. Apart from this they have similar rights to ordinary members and founders.
  13. A supporting member is obligated to fulfil his declarations and observe the Statute and resolutions of Society authorities.
  14. Honorary members are exempt from paying contributions.
  15. Loss of membership is caused by:
    1. The giving in of a resignation by a member in writing
    2. exclusion of a person from membership by the Executive Board, or on a written motion of at least five members of the Society:
  • due to acting to the detriment of the Society
  • due to tarnishing the good name of the Society
  • due to avoidance of paying contributions for six months
  • due to notorious passiveness in Society activities
  • due to breaking the articles of the Statute and non-compliance with resolutions of Society authorities
    • losing civil rights on the strength of a final and legally valid court decision
    • death of a Society member or losing legal personality by a legal person

The resolutions of Society management related to admission to the Society may be appealed against to the General Assembly. The resolution of the General Assembly is final.

 

CHAPTER IV

SOCIETY AUTHORITIES

 

  1. Society authorities are:
    1. General Assembly of Society Members
    2. Management of Society
    3. Audit Committee
  2. The tenure of the authorities.
    1. the tenure of the elected authorities of the Society runs for four years, on condition that the first tenure of the elected authorities runs for two years since election to 30th June 2012. Authorities are elected by a secret ballot by majority
    2. members elected by the authorities can perform a function for no longer than two tenures
  3. Resolutions of all Society authorities are passed by the simple majority in the presence of at least half of the members entitled to vote, unless further decisions of the Statute provide otherwise.
  4. the General Assembly is the supreme authority in the Society. The General Assembly is made up of:
    1. founders and ordinary members – with a determining vote
    2. supporting and honorary members and invited guests – with an advisory vote
  5. General Assembly can be ordinary and extraordinary.
  6. Notifications of the convening General Assembly are sent by post, electronic mail (Short Message System is included) and by telephone, no later than seven days before the date of the General Assembly. In the notification the General Assembly announce an agenda, date and place of meeting.
  7. Extraordinary General Assembly can be convened at any time. It is convened at the initiative of the Executive Board, on a written motion of the Audit Committee or on the written motion of at least of ordinary members of Society.
  8. The Resolutions of General Assembly shall be passed by an absolute majority regardless of the number of present members, unless the General Assembly was convened properly. The ballot is open. 
  9. The competences of General Assembly:
    1. determination of main directions of action and development of the Society
    2. adopting the changes in the Statute
    3. election and dismissal of the authorities of the Society
    4. granting a vote of acceptance to the Executive Board on the motion of the Audit Committee
    5. examining the reports on the activity of the Executive Board and Audit Committee
    6. adopting the budget
    7. adopting the amount of contributions and other payments for the benefit of the Society
    8. adopting resolutions on the admission of an honorary member
    9. examining and approval of the reports on the activity of the authorities of the Society
    10. examining the applications and demands made by Society members or the authorities
    11. examining the appeals against the resolutions of the Executive Board
    12. adopting resolutions on the dissolution of the Society and on the purpose of its property
    13. adopting resolutions on each action brought to debate, except those actions which are reserved for the other authorities of the Society
    14. may give the departing Chairman of the Executive Board for a period of the next term of Office of the Honorary Chairman of the Executive Board. Honorary Chairman of the Executive Board of the authority shall enter into the composition of the Executive Board.
  10. The Executive Board is appointed to manage the activities of the Society in accordance with the resolution of the General Assembly: it represents the Society.
  11. The Executive Board is composed of 7 to 10 persons, including the chairman, two vice chairmen and a member Honorary Chairperson. The Chairman and vice chairmen are elected by the Executive Board by its members.
  12. Meetings of the Executive Board are called, if it is necessary, at least once a month. Meetings are called by the chairman or by two members of the Executive Board.
  13. The competences of the Executive Board are:
    1. accomplishing objectives of the Society
    2. performing resolutions of the General Assembly
    3. making work schedules and managing the budget
    4. managing the property of the Society
    5. adopting resolutions on acquisition, transferring and debiting possessions of the Society
    6. representing the Society
    7. convening of the General Assembly
    8. admitting/removing members of the Society
  14. The Audit Committee is appointed to exercise control over activity of the Society.
  15. The Audit Committee is composed of 3 to 5 persons, including the chairman, deputy chairman and secretary.
  16. The competences of the Audit Committee are:
    1. monitoring the activity of the Executive Board
    2. making motions of control at the General Assembly
    3. making motions of convening of the General Assembly and meetings of the Executive Board
    4. making motions of granting a vote of acceptance to the authorities of the Society
    5. submitting reports on one’s activity at the General Assembly
  17. In the event of reducing the authorities of the Society in the term of the office, the supplement of the authorities is taken place by cooptation, which is made by the other members of the authority.

 

CHAPTER V

POSESSIONS AND FUNDS

 

  1. Possessions of the Society are funded by:
    1. membership fees
    2. gifts, inheritances, by bequeath
    3. subsidies, public generosity
    4. revenues from economic activity
  2. Any funds shall be kept in the bank account of the Society.
  3. The Society runs its financial economy in accordance with legal regulations.
  4. Decisions on acquisition, transferring and debiting possessions of the Society are made by the Executive Board.
  5. To conclude a contract, grant a power of attorney and/or make a declaration of will on property matters there must be a signature of two members of the Executive Board acting jointly.

 

CHAPTER VI

FINAL PROVISIONS

  1. Resolution on change of the Statute and resolution on the dissolution of Society are adopted by the General Assembly by a qualified majority of votes –
  2. When the resolution on the dissolution of Society is adopted, General Assembly specifies a way of dissolution and a purpose of possessions of the Society.
  3. In matters not regulated by this Statute, provisions of The Law on the Societies shall apply.

 

 

Chairman Of The Management Board

Clausius Tower Society

Professor Tomasz Krzyżyński