Statutes
of the National Federation of Polish NGOs (Ogólnopolska Federacja Organizacji Pozarządowych OFOP)

Recitals

For the sake of the good of democracy in Poland and the development of the civic movement, and to promote further and faster self-organisation and federalisation of the movement, we want – for the benefit of the civic initiative community – to shape favourable social attitudes towards NGOs and create their fair image, be an advocate for the sector, support industry and regional agreements, give opinions on legislation and be an initiator of legislative changes.
Being open to partner cooperation with other communities, striving to strengthen the sense of the sector’s identity and perceiving the need for its stronger representation, especially in relations with the public administration, we hereby establish an Association. It will operate based on the constitutional principles of subsidiarity and social dialogue as well as cooperation, openness, solidarity and mutual support of unions, associations, federations and other non-governmental organisations.

Chapter 1.
General Provisions
§ 1.

1. The national union of Polish associations under the name National Federation of Polish NGOs (Ogólnopolska Federacja Organizacji Pozarządowych), hereinafter referred to as the Association, brings together associations and other legal persons that operate not for profit.
2. The registered office of the Association shall be in Warsaw.
3. The Association is a nationwide structure that operates in accordance with the principles of voluntariness, equality and openness. Joining the Association shall not affect the independence of member organisations.
4. The Association shall represent only its members.
5. The Association shall operate in the Republic of Poland. For the proper implementation of its goals, the Association may also operate outside the Republic of Poland.
6. The Association may be a member of international and national organisations that have similar statutory goals.

Chapter 2.
Goals and Means of Achieving them
§ 2.

The purpose of the Association is to:
1. promote development of civil society and enhancement of active citizenship at the national and European levels,
2. develop cooperation and operating standards as well as strengthen the sense of identity of the NGO community,
3. advocate the interests of NGOs on matters common to all member organisations,
4. shape favourable social attitudes towards NGOs and create their fair image,
5. issue opinions on legislation, primarily at the national level,
6. promote partnership cooperation between NGOs and public administration at all levels,
7. support the activities of member organisations,
8. promote the economic sustainability of NGOs and seeking sources of new funding for NGOs,
9. represent NGOs being members of the Association in relations with the public sector and other communities,
10. establish cooperation and share experience with foreign partners,
11. conduct educational activities to enhance skills of NGO leaders and extend their knowledge on public policies,
12. support initiatives aimed at increasing access to culture and improve the cultural competence of citizens,
13. promote social activity related to culture,
14. promote innovative culture management solutions.

§ 3.

1. The above-mentioned goals shall be pursued in particular for the sake of non-governmental organisations and initiatives operating for the public benefit within the meaning of Article 4 para. 1 of the Public Benefit and Voluntary Service Act.
2. The Association may provide grants to its members, as well as other NGOs, on the terms specified each time by the Management Board. Grants may be allocated for activities aimed at achieving goals consistent with the statutory goals of the Association.

§ 4.

The goals set out in § 2 shall be pursued especially through:
1. ensuring member organisations’ compliance with standards arising from the established principles, in particular the Charter for Principles of NGO Operation, adopted by a resolution of the General Meeting,
2. promoting these standards, including in particular those relating to the quality and effectiveness of operations, in the NGO community,
3. creating favourable conditions for sharing both experience and resources, as well as through disseminating proven solutions,
4. promoting legal regulations relevant to the NGO community, monitoring these regulations and compliance with them,
5. collecting information on the relationship of NGOs with the public administration, especially that relevant for the practical implementation of the principle of subsidiarity,
6. collecting information on the rules and practices related to the availability of funds for NGOs,
7. initiating activities to create a fair image of NGOs, in particular by developing information strategies concerning the NGO sector,
8. promoting stimulation of civic engagement,
9. conducting mediation activities,
10. Expressing opinions on practices related to the operations of NGOs,
11. disseminating knowledge about the NGO sector,
12. organising training and conducting educational activities on broadly understood public participation and civic dialogue.

Chapter 3.
Members, their rights and obligations

§ 5.

Members of the Association shall include:
1. ordinary members,
2. supporting members,
3. honorary members.

§ 6.

1. An ordinary member may be an association or any other legal person that operates not for profit, which is not an organisational unit of public administration, trade union, political party, church or religious association or an association of local government units, which has submitted a written declaration on joining the Association, has undertaken to comply with the Statutes of the Association and the Charter for Principles of NGO Operation and has been admitted by a resolution of the Management Board.
2. A member of the Association shall be represented by a natural person authorised in writing to this effect. A natural person may represent only one legal entity – one member of the Association.
3. Each member of the Association has the right to change the person representing it at any time.
4. Persons sitting on the Association’s governing bodies shall cease to hold their office if the member of the Association revokes its authorisation.

§ 7.

1. An ordinary member of the Association shall be admitted upon a written request of the organisation concerned by a resolution of the Association’s Management Board.
2. If the Management Board refuses to admit an organisation as a member, such refusal shall be justified in writing.
3. The organisation concerned may appeal against a resolution of the Management Board to the next General Meeting.
4. An appeal shall be submitted through the Management Board within one month from the date of adoption of the resolution by the Management Board. An appeal submitted after that deadline may be examined by the General Meeting.

§ 8.

Each ordinary member of the Association is entitled to one vote.

§ 9.

1. Ordinary members of the Association have the following rights:
a) the right to vote and to stand for election to the Association’s governing bodies,
b) the right to participate in meetings, events and other activities related to the pursuit of the statutory goals of the Association,
c) the right to put forward and submit opinions, motions and requests to the Association’s governing bodies,
d) the right to nominate candidates for governing bodies.
2. Ordinary members are obliged to:
a) actively participate in the pursuit of statutory goals of the Association,
b) comply with provisions of these Statutes and resolutions of the Association’s governing bodies,
c) regularly pay membership fees, in the amount and in the manner specified by the General Meeting,
d) protect reputation of the Association and strive to enhance its role and importance.

§ 10.

Organisations being members of the Association shall submit annual reports on their activities.

§ 11.

1. Any natural or legal person or an organisational unit without legal personality, including a foreign one, that acknowledges the Statutes and programme principles of the Association as binding and declares to provide substantive, material or financial assistance to the Association may become a supporting member of the Association.
2. The resolution on admission shall be adopted by the Management Board at the request of the party concerned. In case of refusal to admit a party as a supporting member, § 7 of the statutes shall apply accordingly.

§ 12.

1. Supporting members of the Association have the following rights:
a) the right to participate in meetings, events and other activities related to the pursuit of the statutory goals of the Association,
b) the right to put forward and submit opinions, motions and requests to the Association’s governing bodies,
c) the right to participate in the General Meeting in an advisory capacity.
2. Supporting members are obliged to:
a) actively participate in the pursuit of statutory goals of the Association,
b) comply with provisions of these Statutes and resolutions of the Association’s governing bodies,
c) provide the declared substantive, material or financial assistance to the Association,
d) protect reputation of the Association and strive to enhance its role and importance.

§ 13.

1. Any natural or legal person, including a foreign one, that has rendered great service to the Association may become a honorary member.
2. Honorary membership shall be granted by a resolution of the General Meeting at the request of the Association’s Management Board, with the consent of the natural or legal person concerned.

§ 14.

1. Honorary members of the Association have the following rights:
a) the right to participate in meetings, events and other activities related to the pursuit of the statutory goals of the Association,
b) the right to put forward and submit opinions, motions and requests to the Association’s governing bodies,
c) the right to participate in the General Meeting in an advisory capacity.
2. Honorary members are exempt from paying membership fees.

§ 15.

Membership shall cease as a result of:
1. dissolution of the member organisation or loss of legal personality for any other reason – with immediate effect,
2. death of a natural person being a supporting member or an honorary member,
3. withdrawal from the Association if the notice of withdrawal is made in writing by an authorised body of the member,
4. exclusion from the Association.

§ 16.

1. A member may be excluded from the Association in case of:
a) a failure to comply with the assumed statutory obligations, in particular untimely payment of membership fees;
b) a breach of provisions of the statutes or resolutions of the General Meeting;
c) acting to the detriment of the Association;
d) an undignified action which undermines the authority of the Association.
2. The exclusion of a member of the Association shall be effected by a resolution of the Management Board.
3. An excluded member of the Association has the right to appeal against the excluding resolution of the Management Board to the next General Meeting through the Management Board within 30 days from the date of receipt of the exclusion notice.
4. The resolution of the General Meeting shall be final and cannot be appealed against.

Chapter 4.
Governing bodies of the Association

§ 17.

Governing bodies of the Association include:
1. General Meeting,
2. Management Board,
3. Audit Committee.

§ 18.

A General Meeting may be:
1. ordinary,
2. extraordinary.

§ 19.

1. An Ordinary General Meeting shall convened at least once a year by the Management Board of the Association.
2. Notice of the date and draft agenda of the General Meeting shall be sent at least 21 days before the scheduled date of the General Meeting.

§ 20.

1. An Extraordinary General Meeting may be convened for important reasons by the Management Board.
2. The Board is obliged to convene an Extraordinary General Meeting at the request of at least 1/3 of the ordinary members of the Association or at the request of the Audit Committee.
3. An Extraordinary General Meeting may examine only those matters for which it has been convened.
4. Notice of the date of the Extraordinary General Meeting of the Association shall be sent at least 14 days before the scheduled date of the General Meeting.

§ 21.

1. The convocation of a General Meeting shall be announced on the official website of the Association and notified by email to the email address listed in the database of member organisations kept by the Association office or by ordinary mail upon written request of the member organisation. 2. Member organisations have the right to view their data contained in the database kept by the Association office and to request updates thereof. At the same time, member organisations are obliged to inform the Association office, without undue delay, of any change of registered office address or email address.

§ 22.

A General Meeting shall be valid if it has been convened in accordance with the Statutes.

§ 23.

Ordinary members of the Association, represented by their authorised representatives, have the right to participate in a General Meeting and cast votes.

§ 24.

Supporting and honorary members, as well as the Association Office Director and the invited guests, shall participate in a General Meeting in an advisory capacity.

§ 25.

Powers and responsibilities of the General Meeting shall include:
a) making amendments to the Statutes,
b) adopting the programme declaration and annual and multi-annual action programmes of the Association,
c) adopting the rules of procedure of the General Meeting,
d) electing the Management Board, the President and the Audit Committee, in an open or secret ballot – at the discretion of the entitled persons,
e) adopting the annual budget and budget assumptions for the following years,
f) accepting the substantive report of the Management Board,
g) discharging for implementation of the budget, at the request of the Audit Committee,
h) appointing committees and other expert bodies,
i) adopting regulations on the payment of membership fees,
j) deciding on the amount of membership fees,
k) adoption of the Charter for Principles of NGO Operation,
l) examination of appeals against resolutions of the Management Board,
m) granting the title of honorary member of the Association,
n) adopting resolutions on matters falling within the competence of other bodies of the Association until these bodies are elected,
o) other matters not reserved for other bodies of the Association.

§ 26.

1. Motions at a General Meeting may be put forward by individual members.
2. Motions shall be submitted to the Chairperson of the General Meeting.
3. Resolutions of a General Meeting shall be adopted by a simple majority of votes.

§ 27.

A General Meeting shall be chaired by the Chairperson of the General Meeting elected at the beginning of the meeting by a simple majority of votes. Until a Chairperson is elected, the meeting shall be chaired by the President or, in their absence, by another member of the Management Board.

§ 28.

1. For the resolutions passed by a General Meeting to be valid, at least half of all ordinary members of the Association must be present at the first scheduled date.
2. If at the first scheduled date at least half of ordinary members participate in the General Meeting, the resolutions adopted by a majority of votes at the second date shall be binding regardless of the number of members present.
3. The second date of the General Meeting may be set for the dame day.
4. Members should be informed about the second date of the General Meeting in the notice convening the General Meeting.
5. The General Meeting shall be minuted, and the minutes shall be signed by the Chairperson of the General Meeting and the minutes clerk.

§ 29.

1. The Management Board consists of 6 members, including the President, elected from among the eligible representatives of member organisations, by the General Meeting for the term of four years. Every 2 years, half of the Management Board shall be appointed. A person may serve more than one term on the Management Board.
2. The President shall be elected by a simple majority in a separate vote.
3. The President shall be elected by the General Meeting from among those previously elected to the Management Board.
4. Members of the Management Board shall elect from among themselves two Vice-Presidents of the Association.

§ 30.

1. The election of members of the Management Board of the Association shall be held as follows:
a) Each ordinary member participating in the General Meeting has three votes, with no more than one vote per candidate. Participants of the General Meeting are not obliged to cast all votes.
2. Members of the Management Board shall be elected by a simple majority of votes.
3. The candidates who receive the greatest number of votes shall be members of the Management Board.
4. If two or more candidates receive an equal number of votes and there are fewer vacancies on the Management Board than the number of those candidates, there shall be a recast of votes on the candidates concerned.

§ 31.

1. Meetings of the Management Board shall be held at least four times a year. Meetings of the Management Board shall be convened by the President or the Vice-President of the Management Board.
2. A meeting of the Management Board must be convened at the request of at least 1/3 of the members of the Management Board, the Audit Committee or the Chairperson of the Audit Committee.
3. The Association Office Director shall participate in meetings of the Management Board in an advisory capacity.
4. Members of the Audit Committee may participate in meetings of the Management Board in an advisory capacity if they make a relevant request to the Management Board.
5. Invited guests and members of expert committees may attend meetings of the Management Board in an advisory capacity.

§ 32.

1. The procedure for convening meetings and the operation of the Management Board shall be set out in the rules of procedure of the Management Board.
2. A meeting of the Management Board shall be valid if it has been convened in accordance with the rules of procedure and more than half of members of the Management Board attend it.

§ 33.

1. The powers and responsibilities of the Management Board shall include:
a) day-to-day management of the Association,
b) execution of the Association’s budget,
c) incurring financial liabilities,
d) adopting, after appropriate consultation, positions on matters of major importance to the Association and its members,
e) appointing – at the request of at least 3 ordinary members – thematic groups and working teams operating based their own rules of procedure approved by the Management Board
f) representing the Association in relations with third parties,
g) adopting the rules of procedure of the Management Board,
h) admitting new members,
i) engaging the Office Director,
j) other matters specified in the Statutes,
k) appointing an ethics committee on matters relating to activities of members of the Association or their authorised representatives, specifying in the resolution the scope and rules of its operation.

§ 34.

1. Members of the Management Board shall perform their functions free of charge.
2. Resolutions of the Management Board shall be adopted by a simple majority of votes.
3. Resolutions of the Management Board shall be recorded in minutes, which shall be signed by at least two members of the Management Board.

§ 35.

1. If the President of the Association resigns from the office or in the case provided for in § 6 para. 4, the Management Board shall appoint one of Vice-Presidents to perform the duties of the President until the next General Meeting, which shall elect a new President under the procedure set out in § 30.
2. In case of resignation of a member of the Management Board from the position, the Management Board may supplement its composition by co-opting a person representing an ordinary member of the Association.
3. The resolution of the Management Board on the co-option of members of the Management Board due to resignation of persons previously holding such positions must be approved by the next General Meeting.
4. No more than 1/3 of members of the Management Board may be appointed by means of cooption.

§ 36.

1. The Management Board shall engage the Office Director.
2. The tasks of the Office Director shall include:
a) organisation of functioning of the Association Office, preparation of sessions of the General Meeting, meetings of the Management Board and participation in the implementation of adopted resolutions,
b) managing functioning of the office and work of full-time staff,
c) performing tasks requested by the Management Board,
d) making decisions and performing tasks arising from from the powers of attorney granted by the Management Board,
e) other matters specified in separate provisions of these Statutes and in the rules of procedure of the Management Board.

§ 37.

1. The Audit Committee shall consist of three persons elected by the General Meeting for three years from among representatives of ordinary members of the Association. The Audit Committee shall elect from among themselves the Chairperson.
2. The procedure for selecting members of the Management Board referred to in § 30 shall apply accordingly to the selection of members of the Audit Committee.
3. The Audit Committee shall adopt resolutions by a simple majority of votes in the presence of at least half of the Members of the Committee. In case of an equal number of votes, the Chairperson shall have the casting vote.

§ 38.

1. Powers and responsibilities of the Audit Committee shall include supervision and control of the Association in accordance with applicable law, including:
a) examination of the budget execution, financial management and accounting of the Association,
b) checking whether the Management Board and the Office Director comply with the Statutes and generally applicable laws and regulations,
c) undertaking other matters specified in these Statutes and in the rules of procedure of the Audit Committee.
2. The Audit Committee shall set out the procedure for its operation in the rules of procedure of the Audit Committee adopted by itself.
3. Members of the Committee shall perform their functions free of charge.
4. The function of a member of the Audit Committee cannot be combined with the function of a member of the Management Board or the Office Director.
5. If a member of the Audit Committee resigns from the office or in the case provided for in § 6 para. 4, the procedure for the co-option of members of the Management Board referred to in § 35 shall apply accordingly.

§ 39.

1. In relation with third parties, the Association shall be represented by two members of the Management Board, including the President or one of the Vice-Presidents, acting jointly.
2. The Management Board of the Association may authorise the Office Director to represent the Association to a specified extent, in particular as regards day-to-day asset management and employee matters.

Chapter 5.
The Association’s Assets

§ 40.

1. The assets of the Association include real property, movables, property rights and funds.
2. The assets of the Association originate from:
a) membership fees,
b) revenue generated by the assets of the Association,
c) grants, subsidies from the state budget and local government budgets, donations, bequests and inheritances as well as public fundraising,
d) proceeds from statutory and business activities,

§ 41.

The amount of membership fees of ordinary members shall be determined by the General Meeting.

§ 42.

The income from business activities shall be used to pursue the statutory goals and cannot be distributed among members of the Association.

Chapter 6.
Paid public benefit activities

§ 43.

The Association may conduct paid public benefit activities pursuant to the Public Benefit and Voluntary Service Act of 24 April 2003 (Journal of Laws of 2010, no. 234, item 1536, as amended). The scope of these activities shall be determined by the Management Board by a resolution.

Chapter 7.
Amendments to the Statutes and dissolution of the Association

§ 44.

1. The decision to dissolve the Association shall require a resolution of the General Meeting adopted by a majority of 2/3 of votes, in the presence of at least half of the members entitled to vote.
2. Amendments to the Articles of Association shall be made by a resolution of the General Meeting adopted by a majority of 2/3 of votes present at the General Meeting.
Upon adopting a resolution to dissolve the Association, the General Meeting shall appoint a Liquidation Committee and specify non-profit foundations and associations having goals possibly closest to the Association’s goals, to which the Association’s property shall be transferred after its liabilities have been satisfied.