Articles of Association

Chapter I. General provisions

  • Art. 1 Name of the Association
    • 1.2. The Association shall have the right to use foreign translations of its name and abbreviation as well as Organs, Committees, Units, and their Members.
    • 1.1. The name of the Association shall be the European Centre for Comparative Commercial and Company Law, in abbreviation "c-law", hereinafter referred to as "Association".
  • Art. 2 The nature of the Association.
    • The European Centre for Comparative Commercial and Company Law is an international non-profit association, having legal personality in accordance with the Polish Act of 7 April 1989, Law on Associations (Official Journal 2001, No 79, pos. 855, as amended).
  • Art. 3 Registered office
    • 3.1. The registered office of the Association shall be in Krakow.
    • 3.2. The Association shall have the right to establish Local Units of the Association. Local Unit of the Association shall be granted legal personality in accordance with Art. 10 par. 2 and Art. 17 par. 1a of the Act of 7 April 1989, Law on Associations, as amended.
    • 3.3. The Association can also establish Branches of the Association having no legal personality.
  • Art. 4 Term
    • The Association shall be established for an unlimited term.
  • Art. 5 The sources of regulation
    • 5.1. Any matters which are not covered by the present Articles of Association will be governed by the provisions of the Polish Act of 7 April 1989, Law on Associations (Official Journal 2001, No 79, pos. 855, as amended).
    • 5.2. The Organs of the Association can adopt its internal working rules, provided their conformity with the present Articles of Association.
    • 5.3. Committees set up in accordance with Art. 20 shall operate on the basis of the working rules enacted by the establishing Organ or their own internal rules adopted in conformity with the present Articles of Associations and working rules.
    • 5.4. The Board of Directors, upon approval of the Supervisory & Advisory Board, may adopt further internal rules compatible with the law and the provisions of the present Articles of Association so as to ensure smooth running and administration of the Association.
    • 5.5. The interpretation of the present Articles of Association, working rules and internal rules shall occur taking under consideration the international character and composition of the Association.

Chapter II. Purpose and means of its pursuing

  • Art. 6 Goals of the Association
    • 6.1. The mission of the Association is to contribute to the improvement of commercial and company law legislation and practice as well as to promoting best practices in corporate governance in Europe with emphasis on New Member States of the European Union and Associated Countries. The Association will seek to achieve its goals through independent scientific research, academic exchange, interdisciplinary dialogue and related activities.
    • 6.2. To achieve its goals the Association is among others to:
      • a. Organise international and national conference and seminars to bring together academics, practitioners and legislators concerned with company and commercial law or business environment at large;
      • b. Promote multidisciplinary research including law, economics, finance and management;
      • c. Engage in legal and empirical surveys both own and commissioned based on own resources or in cooperation with other institutions;
      • d. Give opinions on laws and draft laws as well as legal practice;
      • e. Advise and assist on drafting laws, codes of best practices in Corporate Governance, and formulating policy objectives;
      • f. Publish, both traditionally and electronically;
      • g. Create infrastructure necessary for scientific research, particularly library, databases etc.
      • h. Provide training in commercial law, company law and related fields;
      • i. Take any other actions capable of contributing to the improvement of commercial law, corporate law and practice as well as to the entrepreneurial awareness.
    • 6.3. The Association undertakes its activities at home and abroad. The Association makes use of new technologies, in particular through the maintenance of the Association's website.
    • 6.4. The Association shall have right to engage in all activities related, directly or indirectly, to its goals, either alone or in cooperation with other persons and institutions.
    • 6.5. The Association shall have the right to found new or join existing organisations, as far as it is not contrary to the provisions of the present Articles of Association.
  • Art. 7 Employees, office
    • 7.1. To pursue its goals the Association shall be entitled to hire employees and conclude other contracts.
    • 7.2. The Association establishes office of the Association run by Office Manager being representative of the Board of Directors. The Office Manager shall be appointed and dismissed by the Managing Director.

Chapter III. Members of the Association, rights and obligations of Members

  • Art. 8 Members of the Association
    • 8.1. Members of the Association can be natural or legal persons as well as other institutions domestic, foreign or international, validly represented, accepting the present Articles of Association.
    • 8.2. 8.2. The number of Members is not subject to any limitation.
  • Art. 9 Categories of Members
    • Membership categories are:
      • a. Academic Member,
      • b. Honorary Member,
      • c. Institutional Member,
      • d. Ordinary Member,
      • e. Founding Member.
  • Art. 10 Academic Members
    • 10.1. Academic Members are natural persons who hold at least doctoral degree in legal science or in economics.
    • 10.2. Academic Members are also natural persons who hold full time teaching or research position with institution of higher education or any other research institution.
    • 10.3. Academic Members shall have all the rights and obligations attributed to Ordinary Members as well as other rights and obligations conferred by the present Articles of Association.

Chapter IV. Organisation of the Association

  • Art. 19 Organs
    • The Organs of the Association are:
      • a. General Assembly;
      • b. Board of Directors;
      • c. Supervisory & Advisory Commission;
      • d. Programming Council
  • Art. 20 Committees
    • 20.1. The Board and General Assembly shall have right to form committees to be entrusted with specific tasks. The forming body should specify the powers, composition and working rules of the committee.
    • 20.2. Committees report to the forming body on their activities.
  • Art. 21 Decisions, majority, quorum
    • 21.1. Unless otherwise provided for in the Articles of Association, the decisions by the Organs of the Association shall be made by the resolution adopted by an absolute majority of votes.
    • 21.2. The term 'absolute majority of votes' shall be understood as more than a half of the cast votes.
    • 21.3. The term 'qualified majority' shall be understood as two-thirds or three-quarters of the cast votes.
    • 21.4. The term 'cast votes' shall be understood as votes 'in favour', 'against' or 'abstentions', cast in a voting in conformity with the present Articles of Association.
    • 21.5. Whenever the Articles of Association require for the validity of the decision a given quorum, the quorum shall be understood as a percentage of the Members present or represented.

Chapter V. The General Assembly

  • Art. 22 Composition
    • 22.1. All Members of the Association shall have a right to participate and vote at the General Assembly.
    • 22.2. Each Member shall have one vote.
    • 22.3. General Assembly can also take place abroad.
  • Art. 23 Powers of the General Assembly
    • 23.1. The General Assembly shall have the exclusive powers to:
      • a. amend these Articles of Association,
      • b. approve annual reports,
      • c. appoint and dismiss the Directors,
      • d. appoint and dismiss the Members of Supervisory & Advisory Board,
      • e. decide to dissolve the Association and dispose of its assets.
    • 23.2. General Assembly is also to:
      • a. receive the report on the activities of the Association, its Organs, Committees and other Units,
      • b. have other powers, as far, as they are conferred by the laws or by the present Articles of Association.
  • Art. 24 Notice and pre-meeting communication
    • 24.1. The General Assembly meets, at least once a year.
    • 24.2. General Assembly shall be convened by the notice given by the Board of Directors at least three weeks in advance.
    • 24.3. The notice shall specify the date, venue and agenda of the General Assembly.
    • 24.4. The agenda of General Assembly must not be amended in the last 10 days preceding the Assembly.
    • 24.5. General Assembly shall be convened by letter or be e-mail sent on address registered with the Association for the communication purposes in accordance with Art. 14 par. 3 of the present Articles of Association.
    • 24.6. The notice can refer to the Association's website for information specified in par. 3.
  • Art. 25 Procedure
    • 25.1. The General Assembly shall be presided over by the President the Board of Directors, or in his absence respectively by:
      • a. The Chairman of the Supervisory & Advisory Board
      • b. The Vice-President of the Board of Directors
      • c. The Vice-Chairman of the Supervisory & Advisory Board
      • d. Any of the Board Members designated by the board
      • e. Any person selected by the Assembly
    • 25.2. The person presiding over the General Assembly may not, without the consent of the General Assembly, strike matters from the agenda or alter the order in which they figure on the agenda.
    • 25.3. No decision may be taken on an item which does not appear on the agenda of the General Assembly, unless all the Members of the Association are present or represented.
    • 25.4. At the General Assembly a list of attendance shall be drawn up. The list of attendance shall contain a list of Participants of the General Assembly an be signed by the person presiding over General Assembly. The list of attendance shall be laid out throughout the time the General Assembly proceeds and subsequently attached to the minutes.
    • 25.5. The minutes of the General Assembly, along with attachments shall be signed by the person presiding over the Assembly and kept in the Association's office by the Office Manager. Every Member shall have the right to inspect the minutes of General Assembly.
    • 25.6. The Association is committed to further employment of telecommunication, internet and information technologies in the meeting practice.
  • Art. 26 Voting
    • 26.1. Members may participate in the General Assembly and exercise their voting right personally or by proxy.
    • 26.2. The proxy shall be submitted or facsimiled in writing.
    • 26.3. The proxy can be also given by e-mail sent by principal Member from e-mail address registered with the Association. In the latter case the proxy should contain detailed voting instructions on pain of being invalid.
    • 26.4. A proxy-holder can only be another Member of the Association.
    • 26.5. A proxy-holder shall never represent more than fife of the absent Members.
    • 26.6. Unless otherwise provided for in the present Articles of Association the resolutions of the General Assembly shall be validly adopted regardless of the number of the Members present or represented.
  • Art. 27 Extraordinary General Assembly
    • 27.1. Extraordinary General Assembly can be convened by the Board of Directors on its own initiative or on a written request of:
      • a. Supervisory & Advisory Board
      • b. Members representing at least one fifth of the total number of Members
    • 27.2. Persons requesting convening of the Extraordinary General Assembly can put items on the agenda of the Assembly.
    • 27.3. In justified circumstances it is admissible to reduce the term as provided for in Art. 24 par. 2 to 10 calendar days.

Chapter VI. Board of Directors, Managing Director

  • Art. 28 Composition
    • 28.1. The Board of Directors has a minimum of 3 and a maximum of 7 Directors, appointed and dismissed by the General Assembly.
    • 28.2. At least a half of the Members of the Board of Directors must qualify for Academic Membership in accordance with Art. 10.
    • 28.3. The acting Managing Director becomes automatically the Member and Vice-President of the Board of Directors.
    • 28.4. The Director position cannot be combined with the membership in the Supervisory & Advisory Board.
  • Art. 29 Tenure
    • 29.1. Save for Art. 31 par. 5, the Board of Directors shall be appointed for the 4 years tenure. Directors may be re-elected.
    • 29.2. The mandate of the Director shall expire:
      • a. upon termination of Membership in the Association pursuant to Art. 18,
      • b. by resignation,
      • c. upon dismissal in accordance with Art. 34
    • 29.3. In case of expiration of the mandate of a Director, the Supervisory & Advisory Board can appoint an interim Director. The term of the office of the Interim Director shall end with the end of the tenure of the original Director.
  • Art. 30 Powers of the Board of Directors
    • 30.1. The Board of Directors shall manage the affairs of the Association and represent the Association.
    • 30.2. The Board of Directors shall have all powers necessary to pursue the objectives of the Association, with the exception of the powers reserved by law or by the present Articles of Association to other Organs.
  • Art. 31 The Managing Director
    • 31.1. The Managing Director is entrusted with and entitled to the day-to-day management of the Association (ordinary management).
    • 31.2. In this scope the Managing Director has a right to represent the Association.
    • 31.3. In the event of doubts ordinary management shall in particular extend to all executive and accompanying acts related to the activities as defined in Art. 6 par. 2 and Art. 7.
    • 31.4. Managing Director can delegate some of its powers to his representatives.
    • 31.5. The Managing Director shall be appointed by the General Assembly for an unlimited term.
  • Art. 32 Meetings of the Board
    • 32.1. The President or the Vice-President convenes meetings of the Board. Save in an emergency, notice of meetings shall be served at least 7 calendar days in advance. Upon unanimous consent of all Board Members the abovementioned minimum period of 7 days can be disregarded.
    • 32.2. Board meetings may be held both physically and by means of distant communication, particularly online.
    • 32.3. Board meetings may be held both physically and by means of distant communication, particularly online.
    • 32.4. The Board of Directors decides by resolutions.
    • 32.5. The Board of Directors can adopt its working rules.
  • Art. 33 Representation of the Association
    • Save for Art. 31 and except where the daily management has been delegated otherwise, the acts binding the Association with regard to third parties are validly signed only by two Directors acting jointly.
  • Art. 34 Dismissal of the Board of Directors
    • 34.1. For valid reasons Board of Directors or its Members can be dismissed by General Assembly. Such decision requires a qualified two-thirds majority of votes. However an absolute majority of votes shall be sufficient, provided a quorum of half of a total number of Members of the Association present or represented.
    • 34.2. In any case the dismissal of the Board of Directors or its Members requires approval by the Supervisory & Advisory Board and is only effective from the approval.

Chapter VII. Supervisory & Advisory Board

  • Art. 35 Composition
    • 35.1. The Association shall have Supervisory & Advisory Board (hereinafter SAB).
      • The SAB shall consist of 5-25 Members appointed and dismissed by the General Assembly.
    • 35.2. From among its Members the SAB elects a Chairman and 2-5 Vice-Chairmen.
    • 35.3. Chairman and Vice-Chairmen of the SAB constitute the Presidium of the SAB.
  • Art. 36 Powers
    • 36.1. Besides other powers conferred by law or Articles of Association the SAB is to:
      • a. exercise supervision over the activities of the Association in all areas,
      • b. advises the Board of Directors with respect to the activities related to the goals of Association.
    • 36.2. The SAB may, for purposes of discharging its duties, inspect all documents of the Association, request reports and explanations from the Board of Directors and employees, and review the position of the Association?s assets.
    • 36.3. The SAB may not give any binding instructions to the Board of Directors as to the running of the Association?s affairs.
  • Art. 37 Decisions of the SAB
    • 37.1. The SAB decides by resolutions. The resolutions are adopted by the SAB at the meetings.
    • 37.2. The meetings of the SAB shall be convened by the Chairman or the Vice-Chairman of the SAB. Save in an emergency, notice of meeting shall be served at least 7 calendar days in advance. Upon unanimous consent of all SAB Members the abovementioned minimum period of 7 days can be disregarded.
    • 37.3. The SAB meetings may be held both physically and by means of distant communication, particularly online.
    • 37.4. The SAB can adopt its own working rules. In its working rules the SAB can delegate some of its tasks and powers to the Presidium of the SAB.

Chapter VIII. Programming Council

  • Art. 38 Composition
    • 38.1. The Association may establish Programming Council, composed of individuals of acknowledged reputation in areas covered by the Association?s interests.
    • 38.2. Unless agreed otherwise, the Honorary Members of the Association become automatically Members of the Programming Council.
    • 38.3. Members of the Programming Council can also become individuals holding managing and other leading positions in companies, organisations and entities having a status of Institutional Members in accordance with Art. 12 of the present Articles of Association.
    • 38.4. There are no provisions as to the minimum or maximum number of Members of the Programming Council.
    • 38.5. The Programming Council can from among its Members select a Chairman and one or more Vice-Chairmen of the Programming Council.
    • 38.6. The Programming Council can also adopt its working rules.
  • Art. 39 Tasks
    • 39.1. The significance of the Programming Council is based on the unquestionable authority of its Members.
    • 39.2. The Programming Council holds the patronage of the Association and its activities.
    • 39.3. Programming Council shall have the right to give opinions on any activities of the Association and submit proposals as to its future actions.

Chapter IX. Assets of the Association

  • Art. 40 Sources of funding
    • The Association shall be funded by:
      • a. membership fees;
      • b. donations,
      • c. subventions,
      • d. inheritances, legacies,
      • e. revenues form the assets of the Association
      • f. revenues form the statutory activities, particularly conference fees, royalties from books and publications etc.
      • g. other revenues
  • Art. 41 Independence of the Association
    • The Association must not accept any assets or contributions, whenever its acceptance would in any way influence the independence of the Association, its Organs and Members of the Organs.

Chapter X. Local Units and Branches of the Association

  • Art. 42 Establishing of Local Units and Braches of The Association
    • 42.1. Local Units and Branches can be established in particular with the view to fostering the cooperation with Universities, other Institutions of Higher Education and Research Institutes.
    • 42.2. Setting up a Local Unit or Branch as well as all the decision related to their functioning and dissolution require a resolution of the Board of Directors approved by the SAB.
    • 42.3. In the underplaying resolution of the Board of Directors, the Board shall determine the geographical area of activity, the authorities, and the Charter or Internal Rules of the Local Unit or Branch.
  • Art. 43 Organisational Structure of the Local Units
    • 43.1. Local Unit shall be granted legal personality in accordance with Art. 10 par. 2 and Art. 17 par. 1a of the Act of 7 April 1989, Law on Associations, as amended.
    • 43.2. The Organs of the Local Units are:
      • a. The Governor or the Board of Governors,
      • b. The Audit Committee
  • Art. 44 Managing the affairs and representation of the Local Unit
    • 44.1. The Governor and the Board of Governors shall manage the affairs of the Local Unit and represent the Local Unit.
    • 44.2. The Board of Governors consists of one, at maximum of three Governors, appointed and dismissed by the Board of Directors of the Association.
    • 44.3. The Board of Governors consists of one, at maximum of three Governors, appointed and dismissed by the Board of Directors of the Association.
  • Art. 45 Supervision of a Local Unit
    • 45.1. The Audit Committee shall exercise supervision over the activities of the Local Unit in all areas.
    • 45.2. The Audit Committee consists of at least as many Members as the Board of Governors of the Local Unit.
    • 45.3. The Members of the Audit Committee are appointed and dismissed by the SAB of the Association.
    • 45.4. The appointment of the Audit Committee shall not preclude the Board of Directors of the Association nor the SAB from exercising direct supervision over the Activities of the Local Unit.
  • Art. 46 Supplementary rules
    • In an event of doubts and if not contrary to the provisions of the present Chapter, the governance principles as laid down in these Articles of Association as to the governance of the Association shall be mutates mutandis applicable to the governance of the Local Units.
  • Art. 47 Establishing the Branches of the Association
    • 47.1. The Association shall have a right to set up Branches of the Association having no legal personality.
    • 47.2. The provision of Art. 42 shall be accordingly applicable to the formation of the Branch.

Chapter XI. The Amendment to the Articles of Association

  • Art. 48. Procedure, majority, quorum
    • 48.1. The amendments of the present Articles of Association can only be effected if the proposed amendment has been explicitly mentioned and in detail presented in the notice in accordance with the Art. 24 par. 2.
    • 48.2. The resolution of the General Assembly requires a qualified three-quarters majority of votes, including three-quarters majority of the Academic Members.
    • 48.3. The resolution can be validly taken if there is a quorum of at least half of the total number of the Members present or represented, including half of the Academic Members.
    • 48.4. In voting on Amendment of the Articles of Association the proxy holder of the absent Member can only be another Member of the same category, according to Art. 9.

Chapter XII. Dissolution of the Association

  • Art. 49 Resolution on Dissolution
    • The Association can be dissolved by the resolution adopted in accordance with conditions laid down in Art. 49.
  • Art. 50 Assets of the dissolved Association
    • While deciding on the dissolution of the Association, the General Assembly shall indicate academic or social organisations institutions for benefit of which the assets of the Association shall be transferred upon liquidation.

Chapter XIII. Final provisions

  • Art. 51 Founding Committee
    • 51.1. The Founder of the Association elect Founding Committee in accordance with the Polish Act of 7 April 1989, Law on Associations, as amended.
    • 51.2. The Founding Committee undertakes all necessary actions to effect the registration of the Association.
  • Art. 52 Interim management
    • Founding Committee appoints members of first Board of Directors and SAB.

      The first Board and SAB shall be considered interim till the approval or new appointment by the first General Assembly.

      The first General Assembly shall meet within one year form the registration of the Association.