STATUTES OF THE ASSOCIATION

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1 STATUTES OF THE ASSOCIATION Koło Polarne CHAPTER I GENERAL PROVISIONS 1. The Association is named: Koło Polarne, in the following provisions of the Statutes referred to as the Association. 2. The Association is an association of individuals, established to promote education associated with travel and learning values of Scandinavia and other polar regions among children and youth. The seat of the Association is Bytów. The area of operation is the Republic of Poland. 3. For the implementation of the statutory objectives, the Association can operate in other countries respecting the local law. 4. The association is incorporated for an unlimited period. It has a legal personality. It operates under the provisions of the Act of 7 April Law on Associations (Dz. U. [Journal of Laws] of 2001 No. 79, item 855, as amended) and the Statutes. 5. The Association may belong to other national and international organisations with similar objectives. 6. The Association's activity is based primarily on the voluntary work of its members. To run its business the Association may hire employees. CHAPTER II OBJECTIVES AND MEANS OF ACTION 7. The objectives of the Association are: a) promotion of culture, history, geography of the Nordic countries, as well as other countries related to the polar regions b) encouraging travel c) development of interests 8. The association completes its objectives by: a) A common contact platform for teenagers - creating a website b) Organising all kinds of local events associated with Scandinavia c) Trips for teenagers d) Study tours for teachers, counsellors, members of the Association e) Organising presentations, slideshows, film shows, assemblies with travellers f) Participation in tourism fairs and other events promoting tourism g) Competitions

2 CHAPTER III MEMBERS - RIGHTS AND OBLIGATIONS 9. Members of the Association can be natural and legal persons. A legal person can only be a supporting member of the Association. 10. The Association has the following members: a) ordinary, b) supporting, c) honorary. 11. An Ordinary member of the Association can be any natural person who: a) submits a membership application in writing, b) presents a positive opinion of two members of the Association. 12. One becomes an ordinary member after submission of a written declaration, by resolution of the Board of the Association. 13. A supporting member of the Association may be natural or legal person declaring financial assistance, assistance in kind or substantive assistance in pursuing the objectives of the Association. 14. One becomes a supporting member after submission of a written declaration, by resolution of the Board of the Association. 15. An honorary member of the Association may be a natural person who has made an outstanding contribution to the activities and development of the Association. 16. Honorary members are admitted by the General Assembly at the request of 10 members of the Association. 17. Ordinary members are entitled to: a) passive and active participation in the elections to the bodies of the Association, b) use the achievements, assets and all forms of activities of the Association, c) participate in assemblies, lectures and events organised by the Association, d) submit conclusions to the activities of the Association. 18. Ordinary members are obliged to: a) participate in the activities of the Association and pursuing its objectives, b) comply with the Statutes and resolutions of the bodies of the Association, c) pay contributions regularly. 19. Supporting and honorary members do not have passive or active voting rights, but may participate in an advisory statutory bodies of the Association, otherwise they have such rights as ordinary members. 20. A supporting member has a duty to perform the declared services, comply with statutes and resolutions of the bodies of the Association. 21. Honorary members are exempt from membership fees. 22. Loss of membership occurs due to: a) a written resignation submitted to the Board, b) exclusion by the Board: as a result of the violation of the Statutes and failure to observe the resolutions of the bodies of the Association, as a result of notorious failure to participate in the work of the Association, as a result of failure to pay due contributions for a period of six months, at the written request of three members of the Association. c) loss of civil rights under the final judgment, d) member's death and the loss of legal personality by legal persons.

3 23. The Board's resolution on the acceptance as a member of the association or the deprivation of membership of the person concerned may be appealed against to the General Assembly. The resolution of the general assembly of members is final. CHAPTER IV BODIES OF THE ASSOCIATION 24. The governing bodies of the Association are: a) General Assembly of Members, b) Board, c) Audit Committee. 25. The term of office of the bodies. a) The term of office of all elected authorities of the Association shall be four years. b) The election of the bodies is done in an open vote by absolute majority of votes. 26. Resolutions of all bodies of the Association are adopted by a simple majority of votes of at least half of the members entitled to vote, unless further provisions of the statutes provide otherwise. 27. The General Assembly of Members is the highest body of the Association. The following participate in the General Assembly of Members: a) with a casting vote - ordinary members, b) in an advisory capacity - supporting members, honorary members and invited guests. 28. The General Assembly may be ordinary and extraordinary. 29. The General Assembly is convened once a year by the Board of the Association. The date and place of the assembly is communicated by the Management Board to all members at least 7 days before the date of the assembly. 30. Extraordinary General Assembly of Members may be held at any time. It is convened by the Management Board at their discretion, at the request of the Audit Committee or a written request of at least 1/3 of the total number of ordinary members of the Association. 31. Resolutions of the General Assembly of the Association are adopted by absolute majority of votes in the presence of at least half of the total number of members. The voting is open. 32. The powers of the General Assembly include: a) determination of the main directions of activity and development of the Association, b) adoption of amendments to the statutes, c) appointment and dismissal of all of the bodies of the Association, d) granting discharge to the Management Board at the request of the Audit Committee, e) consideration of reports of the Board and Audit Committee, f) adopting the budget, g) deciding on the amount of membership fees and all other payments to the Association, h) resolutions on the accepting a honorary member, i) considering and approving reports of the bodies of the Association, j) dealing with requests and concerns expressed by members of the Association or its bodies, k) considering appeals against the resolutions of the Board, l) adoption of a resolution to dissolve the Association and allocation of its assets, m) adoption of resolutions on any matter brought for discussion, in all matters not reserved for the other bodies of the association. 33. The Board is appointed to manage all the activities of the Association in accordance with the resolutions of the General Assembly; it represents the Association before third parties.

4 34. The Board consists of 3 to 5 people including the president and two vice presidents. The president and vice-presidents are elected by the Management Board from its members. 35. Board meetings are held as needed, but not less frequently than once every two months. Meetings of the Board shall be convened by the President. 36. The Management Board s powers include: a) pursue the objectives of the Association, b) execution of the resolutions of the General Assembly, c) preparation of work plans and budgets, d) managing the assets of the Association, e) adoption of resolutions on the acquisition, disposal or encumbrance of assets of the Association, f) represent the Association before third parties, g) convening the General Assembly of Members, h) admission and dismissal of members. 37. The Audit Committee is appointed to exercise control over the activities of the Association. 38. The Audit Committee consists of 3 to 5 people including the chairman, deputy and secretary. 39. The powers of the Audit Committee include: a) controlling the activities of the Board, b) submission of control reports and conclusions to the General Assembly of Members, c) the right to request the convening of the General Assembly and meetings of the Board, d) submission of applications for discharge of the bodies of the Association, e) reporting on its activities at the General Assembly of Members. 40. In the event that the bodies of the Association are reduced during the term, addition to their composition may be effected by co-option, which is done by the other members of the body, which has been reduced. Not more than half of the body can be appointed in this mode. CHAPTER V ASSETS AND FUNDS 41. Assets of the Association arise from: a) membership fees, b) donations, legacies, c) grants and public generosity. 42. Any funds may only be held in the account of the Association. 43. The Association manages its finances in accordance with applicable regulations. 44. Decisions on the acquisition, disposal and encumbrance of assets of the Association shall be done by the Board. 45. To conclude, grant power of attorney and submit other statements of will in particular in matters of property signatures of two members of the Management Board acting jointly are required. 46. The Association will run a business. Income from the business will be entirely dedicated to completion of statutory objectives. CHAPTER VI FINAL PROVISIONS

5 47. A resolution on amendment of the statutes and a resolution to dissolve the Association shall be done by the General Assembly of Members by a qualified majority - (2/3), with the presence of at least half of those entitled to vote. 48. Adopting a resolution to dissolve the Association, the General Assembly of Members shall determine the manner of liquidation and the purpose of the Association's assets. 49. In matters not regulated herein, the provisions of the Law on Associations shall apply.

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