Statutes

Statutes of The Association of the Jewish Historical Institute in Poland [Stowarzyszenie Żydowski Instytut Historyczny w Polsce]
adopted by resolution of the General Meeting of June 20, 2021

Chapter I
GENERAL PROVISIONS

§1

The Association shall bear the name of “The Association of the Jewish Historical Institute in Poland” [Stowarzyszenie Żydowski Instytut Historyczny w Polsce].

§2

The Association shall draw on the tradition of the Dissemination of Judaic Studies and the Central Judaic Library.

§3

The Association is a registered Association and has legal personality.

§4

The seat of the Association shall be in the Capital City of Warsaw and it shall operate within the Republic of Poland and abroad, in accordance with local laws.

§5

The Association is established for an indefinite term.

§6

The Association may be a member of domestic and international organizations with similar objectives.

OBJECTIVES AND FORMS OF ACTIVITY

§7

1.The Association’s objective is to preserve and commemorate the history and culture of Polish Jews and their contribution to global culture.

2. To attain this objective, the Association shall:

a. cultivate and popularize traditions of Polish Jews;

b. support and popularize scientific research relating to the Jewish history and culture, with a particular focus on the history and culture of Polish Jews;

c. carry out educational activities;

d. undertake activities to develop tolerance in the society;

e. cooperate with other Jewish organizations and with institutions having similar objectives domestically and worldwide;

f. strive to win over representatives of science and activists of culture domestically and abroad for the pursuit of the Association’s objectives;

g. disseminate knowledge on the achievements of the Association for the Dissemination of Judaic Studies, the Central Judaic Library and the Jewish Institute of Science (JIWO) in Vilnius, Lithuania, and the Central Jewish Historical Committee.

§8 

The Association shall pursue its objectives by means of:

a. collecting and keeping objects relating to the history and culture of Polish Jews;

b. preserving, documenting and cataloguing artifacts of Polish Jews;

c. initiating research;

d. organizing educational courses for Polish and foreign circles;

e. organizing the learning of Jewish languages;

f. scientific, educational and popularizing publications;

g. close cooperation with the Emanuel Ringelblum Jewish Historical Institute, hereinafter referred to as the “Institute”, and in particular by offering broad support for the Institute’s activity and by exchanging information and experiences;

h. giving the Institute access to museum, library and archival collections, as well as providing space for its offices in the building located at ul. Tłomackie 3/5 in Warsaw, the Association’s seat and owned by the Association;

i. supporting the activity of the Museum of the History of Polish Jews [Polin], which has been initiated and co-founded by the Association, both by exercising the Association’s powers under the Museum’s Articles of Incorporation and the Museum’s Statutes, and performance of other obligations undertaken by the Association in the legal instruments;

j. supporting operations of organizations delivering objectives identical and/or similar to the objectives of the Association, by raising funds from donors for projects delivered jointly, transferring funds, assistance in terms of merits, and providing consultations;

k. initiating the formation of associations and foundations to support the Association’s activities domestically and abroad.

§9

The operations of the Association shall be based on pro bono work of its members.

§10

The Association may hire employees for whom it shall be an employer, as defined by the Polish Labor Code.

§11

1. The Association shall conduct public benefit activities according to the provisions of the law, and in particular of the Act of April 24, 2003 (Polish Journal of Laws [Dz.U.] no. 96, it. 873, as amended) (consolidated text of October 27, 2010, Polish Journal of Laws [Dz.U.] no. 234, it. 1536) on public benefit and charity activities (“Ustawa o działalności pożytku publicznego i wolontariacie”, Dz. U. 234, poz. 1536).
2. The activity described above, under §11 sec. 1, may not be conducted for the sole benefit of members of the Association.
3. The Association may conduct business activity – only as a supplementing activity to its public benefit activity. Any income generated by the business activity shall be allocated to the Association’s public benefit activity.
4. To operate business, the Association shall secure its registration with the register of entrepreneurs of the National Court Register.

Chapter III
MEMBERS, THEIR RIGHTS AND RESPONSIBILITIES

§12

Natural persons, both Polish and foreign citizens with full capacity to perform acts in law and whose public rights have not been restricted,  who express their willingness to participate in the pursuit of the Association’s objectives may become ordinary members of the Association.

§13

Legal persons may be the Association’s supporting members.

§14

Membership in the Association shall be acquired on the basis of a Resolution of the Association’s Management Board to be adopted upon a membership declaration made by the person concerned and supported by signatures of two introducing members having at least three years’ experience as members of the Association.

§15

1. The ordinary members of the Association shall be entitled and obliged to participate in the General Meeting.
2. The ordinary members of the Association shall be allowed to use the Association’s materials and equipment on terms defined by the Management Board.
3. After six months from the date of becoming members of the Association, the ordinary members shall acquire active voting right and passive electoral right.
4. The active voting right and the passive electoral right, subject to the provisions of §15(3), shall be vested in members of the Association provided that they pay their membership fees as they fall due, in the amounts and within the timeframe to be defined in a resolution of the General Meeting.

§16

The ordinary members of the Association shall be obliged to:

a. comply with the provisions of the Statutes and resolutions of the Association’s authorities;

b. cooperate in their effort to attain the Association’s Statutory objectives;

c. be actively involved in the Association’s operations and delivery of its statutory objectives;

d. pay their membership fees on a regular basis.

§17

Functions in the Association’s governing bodies shall be held on a pro bono basis.

§18

The title of an honorary member of the Association may be conferred by the Association’s Management Board upon natural persons, who have rendered their service to the development of the Jewish culture.

§19

Honorary members shall be entitled to participate in the General Meeting without any active voting and/or passive electoral rights.

§20

Supporting members shall be entitled to participate in the General Meeting through their representatives without any active voting and passive electoral rights, and they shall be obliged to support the Association in the pursuit of its statutory objectives.

§21

Membership in the Association shall expire as a result of:

1. a written withdrawal of a member from the Association;

2. crossing the member off under a resolution of the Management Board for the following reason(s):

a. unjustified outstanding payments of membership fees for a period of at least twelve months;

b. being deprived of public rights ascertained by a final and non-appealable court decision;

c. final and non-appealable decision of the Fellow Members’ Arbitration Body to expel
a member from the Association.

3. being expelled as a member under a resolution of the Management Board for one’s failure to observe the Statutes, the resolutions of the governing bodies as well as the rules and regulations, and taking actions incompliant with the statutory objectives of the Association by the member concerned.

4. death of the Association’s member.

§22 

Resolutions of the Management Board concerning the loss of membership may be appealed against with the General Meeting within 14 days after the date of service of the resolution of the Management Board. Membership in the Association shall be suspended until the General Meeting adopts a resolution on such an appeal.

CHAPTER IV
GOVERNING BODIES OF THE ASSOCIATION

§23

The governing bodies of the Association shall be as follows:

a. General Meeting;
b. Management Board;
c. Board of Auditors [Komisja Rewizyjna];
d. the General Meeting may appoint the Fellow Members’ Arbitration Body [Sąd Koleżeński].

§24

The General Meeting shall be the supreme governing body of the Association and it shall be open to all the members.

§25

1.The General Meeting shall assemble at least once a year for an annual reporting meeting and [once] every four years for a reporting and election meeting.

2. The General Meeting shall assemble at any time for an extraordinary meeting which may be convened on the initiative of the Management Board:

a. upon a written motion of at least 1/3 of the total number of members with an active voting and passing electoral right; or

b. upon a written motion of the Board of Auditors; or

c. should the Management Board consider it essential and declare so in a resolution of the Management Board.

3. In case of a pandemic, any other state of emergency and/or situation that, to a major extent, renders it impossible or materially hinders convening an Annual General Meeting and/or Extraordinary General Meeting, the Management Board shall be authorized to convene an Annual General Meeting or Extraordinary General Meetings with use of remote communication measures.

§26

1. The General Meeting shall be convened by the Management Board in a written notice given to the Association’s members at least 14 days in advance, which shall provide for
   a draft agenda of the meeting together with the relevant materials.
2. An Association’s member shall be authorized to give a consent in writing to be notified of the General Meetings by e-mail sent to the e-mail address notified by the member concerned.
3. An Extraordinary General Meeting should be held not later than 45 days after receipt of the relevant written motion, whereas the agenda of such a meeting must provide for the matters for which it is convened.

§27

The competencies of the General Meeting shall include all the matters relating to the Association’s activity, including but not limited to:

a. to formulate the Association’s operating objectives (kierunki działalności);

b. to consider and accept reports by the Management Board and the Board of Auditors on operations, and to approve financial statements;

c. to elect members of the Management Board, the Board of Auditors and the Fellow Members’ Arbitration Body;

d. to adopt resolutions to grant a vote of approval to the Management Board for the discharge of their duties at the end of their term of office;

e. to adopt amendments to the Statutes and to dissolve the Association;

f. to take decisions in those financial matters of the Association which fall beyond ordinary management [zwykły zarząd], in particular allocation of a specific endowment fund and the amount of the fund concerned;

g. to approve investment structure for the endowment fund concerned, and to authorize the Management Board to deliver an action plan in terms of investing the endowment fund concerned;

h. to take a decision to sell, donate, transfer or dispose otherwise museum, library and archive assets owned by the Association.

§28

1. The General Meeting shall adopt resolutions by a simple majority of votes in the presence of at least half of those eligible to vote, subject to §42(7) and §46(1,2) hereof.
2. In case of an absence of at least half of those eligible vote on the first date, the General Meeting may be held on the second date which may be scheduled by the Management Board for the same day. On the second date the General Meeting may effectively debate and adopt resolutions irrespective of the number of the members eligible to vote attending.

§29

1. The Management Board shall be composed of 7-11 members elected by the General Meeting for a term of office of four years.
2. A person convicted of an intentional indictable offence and/or a fiscal offence may not be a member of the Management Board.
3. A mandate of a Management Board member shall expire during his/her term of office in case he/she no longer is a member of the Association, or in case he/she gives
   a written resignation to the Management Board.
4. If the number of members is reduced during the term of office, the Management Board may co-opt new members, however not more than 1/3 of the members appointed by the General Meeting for the term of office concerned.
5. At its first meeting, the Management Board shall appoint their chairman, deputy chairman, treasurer and secretary from among its members.
6. Detailed rules of operation of the Management Board shall be laid down in the Regulations of the Management Board, to be adopted by the Management Board in
   a resolution.

§30

1.The competencies of the Management Board shall include in particular:

a. to implement the resolutions of the General Meeting;

b. to deliver objectives of the Association and to manage its operations on a daily basis;

c. to prepare action plans, the Association’s activity reports, budgets and balance sheets to be presented at the General Meeting;

d. to submit activity reports to the General Meeting;

e. to represent the Association externally;

f. to manage the Association’s assets within the limits of ordinary management;

g. to convey and organize General Meetings;

h. to determine the amount of membership fees;

i. to adopt resolutions concerning membership in the Association;

j. to provide opinion on draft plans prepared by the Emanuel Ringelblum Jewish Historical Institute;

k. participation of the Chairman and/or Management Board members authorized by him in the work of the Scientific Council of the Emanuel Ringelblum Jewish Historical Institute;

l. to provide opinion on candidates for the position of the Director of the Emanuel Ringelblum Jewish Historical Institute;

m. to enter into employment contracts with staff members and civil law contracts in matters relating to ordinary management;

n. to adopt resolutions on day-to-day matters which are not reserved for other governing bodies of the Association;

o. to approve appointment or dismissal of a Director of the Museum of the History of Polish Jews [Polin], and to approve appointment and dismissal of Deputy Directors of the Museum of the History of Polish Jews [Polin];

p. to approve commissioning a natural and/or legal person with managing the Museum of the History of Polish Jews [Polin];

q. to control utilization of assets by the the Museum of the History of Polish Jews [Polin];

r. to nominate 1/3 of the number of members of the Museum’s Council at the Museum of the History of Polish Jews [Polin];

s. to approve amendments to the Statutes of the Museum of the History of Polish Jews [Polin] in line with the procedure set forth therein;

t. to approve merger, division or winding-up of the Museum of the History of Polish Jews [Polin];

u. to approve appointment of Trustees of the Museum of the History of Polish Jews [Polin].

2. The Management Board shall be authorized to appoint and dismiss members of advisory groups, comprised of people with knowledge and experience appropriate for the operations of the advisory group concerned. Members of the advisory groups shall be appointed for a term of office matching the term of office of the Management Board that appointed them, unless dismissed earlier by the Management Board.

3. The Management Board may adopt rules and regulations of the advisory group concerned. Members of the advisory groups shall play their roles on a pro bono

4. The Management Board shall be authorized, upon securing a positive opinion by the Board of Auditors, to appoint and dismiss four members of advisory groups per a specific endowment fund, hereinafter referred to as endowment fund committees. Candidates for endowment fund committees should prove sufficient knowledge and experience in economy, finances, accounting and investment markets.

5. The Management Board shall be authorized to appoint one person from amongst its members as an observer for each of the endowment fund committees.

6. The Management Board may authorize a specific endowment fund committee to develop a specific endowment fund investment structure (strategy), to be approved by resolution of the General Meeting, and to develop an action plan to invest the endowment fund concerned, to implement the endowment fund investment structure (strategy) approved by the General Meeting.

7. The Management Board shall be authorized and obliged to undertake all actions to deliver the action plan developed by the endowment fund committee concerned, in terms of the amount the endowment fund specified in the resolution of the General Meeting, incl. to modify the plan. The Management Board shall in particular be authorized to represent the Association when entering into agreements, making statements involving the funds (or a part thereof) of the endowment fund concerned, and to undertake any actual and legal transactions to invest the endowment fund concerned, as developed by the endowment fund committee concerned.

§31

1. The meetings of the Management Board shall be held as required, however not less frequently than once every two months. The meetings shall be convened and presided over by the Chairman of the Management Board. The resolutions of the Management Board shall be adopted by a simple majority of votes in the presence of at least half of its members, and in the event of a tie, the Chairman shall have a tie-breaking vote.
2. The meetings may be attended by the representative of the Board of Auditors, the director or deputy director of the Emanuel Ringelblum Jewish Historical Institute, and Director or deputy Directors of the Museum of the History of Polish Jews [Polin], as well as the Chairman of the Scientific Council of the Emanuel Ringelblum Jewish Historical Institute and the Chairman of the Board of the Museum of the History of Polish Jews [Polin], and/or their deputies, and also members of individual endowment fund committees [each of them] in an advisory capacity.

§32

The Association shall be represented by the Chairman of the Management Board or by two Management Board members acting jointly. A joint action of the Chairman of the Management Board and another member of the Management Board shall be required only to contract obligations in excess of the amount of PLN 25,000.

§33

1. The Association’s Board of Auditors is a collective supervisory body, separate from the Management Board and not subordinated to it.
2. The Association’s Board of Auditors shall comprise of 3-5 members elected by the General Meeting for a term of office of four years.
3. If the number of members is reduced during the term of office, the Board may co-opt new members, however not more than 3 people.
4. Members of the Board of Auditors may not be members of the Management Board, be married to members of the Management Board, cohabit with them, be related to them through consanguinity or affinity, or be in a professional superior-subordinate relationship with them.
5. A person convicted of an intentional indictable offence and/or a fiscal offence may not be a member of the Board of Auditors.

§34

At its first meeting, the Board of Auditors shall appoint its chairman, deputy chairman and secretary.

§35

1. The Board of Auditors shall make, at least once a year, an inspection of all the Association’s activity with a particular focus on its own and lent assets, as well as financial and business activity, in terms of its appropriateness, reliability and economy. The Board of Auditors shall be authorized to control operations of the Management Board to deliver a detailed action plan in terms of investing a specific endowment fund on an ongoing basis.
2. The Board of Auditors shall be obliged to provide to the Management Board their opinion on candidates for members of specific endowment fund committees, within 21 days after being notified of the candidate by the Management Board.
3. The Board of Auditors may, by virtue of its completed inspection or its result, demand that the Management Board give all the explanations, as well as file the relevant motions and submit the relevant opinions to the Management Board.
4. The Board of Auditors shall submit its inspection report to the General Meeting, together with its motions to grant a vote of approval to the Management Board for the discharge of their duties or not.

§36

1. The Board of Auditors shall convene at least once every six months. The resolutions of the Board of Auditors shall be adopted by a simple majority of votes in the presence of half of the members.
2. Detailed terms of operation of the Board of Auditors may be laid down in the rules and regulations of the Board of Auditors, to be adopted by the Board of Auditors in their resolution.

§37

The Fellow Members’ Arbitration Body shall be appointed to resolve disputes arising in connection with the Association’s activities among its members.

§38

1. The Fellow Members’ Arbitration Body shall be composed of 3-5 members of the Association elected by the General Meeting. At the first meeting, the Arbitration Body shall elect its chairman, deputy chairman and secretary. The term of the Fellow Members’ Arbitration Body shall last until the nearest General Meeting convened for reporting and election purposes.
2. If the number of members is reduced during the term of office, the Arbitration Body may co-opt new members, however not more than two people.

§39

1. In matters determined under para. 37, the Fellow Members’ Arbitration Body shall take measures to head off a dispute and, if possible, it shall issue a decision stating which of the parties is right or not and to what extent. In accordance with this, the Arbitration Body may oblige a party or both parties to take certain measures to head off the dispute.
2. In the matters determined under para. 37, if the Fellow Members’ Arbitration Body finds the Association’s member guilty it shall administer admonition or reprimand to such a member, and in the event of an exceptionally serious offence it may decide to expel him or her from the Association. In matters of minor importance the Arbitration Body may limit itself to ascertaining guilt and refrain from taking the aforementioned measures.
3. The decision of the Fellow Members’ Arbitration Body may be appealed against within 14 days from the date of receipt of the decision.

CHAPTER V
ASSETS AND FUNDS OF THE ASSOCIATION

§40

The Association’s assets shall be composed of:

a. movables;
b. real properties;
c. funds.

§41

The funds shall consist of:

a. income from membership fees;

b. income from statutory activity;

c. funds invested as specific endowment funds, and profits from investing the funds;

d. state subsidies;

e. subventions, bequests, gifts, inheritance;

f. other revenues the Association’s statutory activity

§42

1. Funds of a specific endowment fund shall be allocated within the endowment fund investment structure (strategy) concerned adopted by the General Meeting and compliant with the guidelines arising out of a plan developed by the endowment fund committee concerned. The Management Board shall be authorized and obliged to perform any and all actual and legal transactions to deliver the plan developed by the endowment fund committee concerned.
2. All profits, interest generated by investing funds of the endowment fund concerned shall be utilized to deliver the Association’s statutory objectives only.
3. Funds of the endowment fund concerned shall be invested in full by the Management Board in line with the plan developed by the endowment fund committee concerned.
4. Funds of the endowment fund concerned shall be invested in line with a specific endowment fund investment structure (strategy) confirmed by the General Meeting, and subject to binding provisions of law on acquisition of financial instruments by associations (public benefit organizations), in line with a prudent investor strategy (i.e. only in assets, whose risk the endowment fund committee concerned is able to assess in the endowment fund plan concerned, and the risk may subsequently be monitored) to ensure maximum security, quality and profitability, maintaining liquidity of funds, in particular by:

a. purchase of treasury bonds, treasury bills and/or other state treasury securities;

b. investments and bank deposits guaranteed by the State Treasury;

c. local self government treasury bonds;

d. acquisition of real properties;

e. acquisition of securities and other financial instruments deposited in an individual account managed by a qualified entity (brokerage house, investment company);

f. acquisition of investment fund participation units;

g. other transactions undertaken to generate profit.

5. Funds of the endowment fund concerned shall be invested in line with the “safety above profitability” rule – including by means of diversification and diversity of investments.

6. All modifications to increase the amount of the endowment fund concerned shall require a resolution by the General Meeting adopted by a simple majority of votes, regardless of the number of members of the Association eligible to vote attending.

7. A reduction of the amount of the endowment fund concerned shall require a resolution by the General Meeting adopted by a 3/4 majority of votes, regardless of the number of members of the Association eligible to vote attending.

8. All modifications to the endowment fund investment structure (strategy) concerned shall require a resolution by the General Meeting adopted by a simple majority of votes, regardless of the number of members of the Association eligible to vote attending.

§43

The Association may conduct its business activity under separate provisions of law, in compliance with §11 section 3 hereof.

§44

The Association may acquire and transfer its assets under the applicable provisions of law.

§45

In the process of administration of the Association’s assets, it is forbidden to:

a. grant loans or loan guarantees from the Association’s assets to its members, members of its governing bodies, or its employees, as well as people the Association’s members, members of its governing bodies, or its employees are married to, with whom they cohabit, to whom they are related through lineal consanguinity or affinity, or by collateral consanguinity or affinity up to the second degree, or are connected by adoption, care or guardianship, hereinafter referred to as “relatives”,

b. transfer the Association’s assets to its members, members of its governing bodies, or its employees, and their relatives, on terms other than applicable to third parties, in particular when the transfer takes place free of charge or on preferential terms;

c. use the assets for the benefit of the members, members of governing bodies, or employees, and their relatives, on terms other than applicable to third parties, unless the usage is a direct result of fulfilling a statutory objective;

d. purchase goods or services from parties, members of the Association, members of its governing bodies, or its employees, and their relatives are involved in, on terms other than applicable to third parties, or at prices higher than the market ones.

§46

1. The Association may be dissolved under a resolution of the General Meeting, adopted by ¾ majority of votes with half of the Association’s members eligible to vote attending, which shall nominate the liquidators, or under a court’s decision ordering liquidation and appointing the liquidator.
2. Amending the Statutes of the Association requires a resolution to be adopted by the General Meeting by a ¾ majority of votes, regardless of the number of the Association members eligible to vote attending.

§47

A decision on handling the liquidation and allocation of the liquidated Association’s assets shall be made by the General Meeting in its resolution dissolving the Association.