STATUTE OF THE POLISH 
ARBITRATION ASSOCIATION

(with amendments resolved by the General Assembly on May 22, 2000)

Article 1. General provisions

1.1. The association known as the Polish Arbitration Association, hereinafter referred to as the "Association", is hereby incorporated pursuant to the Law on Associations of April 7, 1989 (Journal of Laws No. 20 item 104, as amended).

1.2. The Association performs its activities in the Republic of Poland. Its seat is in the City of Warsaw.

1.3. The Association has personality at law.

1.4. The Association may establish local organizational units.

1.5. The purpose of the Association is to promote the development of alternative dispute resolution and particularly, arbitration in the resolution of disputes arising between economic organizations both in domestic and international relations.

This purpose is to be attained in particular through:

a) conducting research on and popularization of Polish and foreign laws on arbitration and international agreements relating to arbitration, as well as their application;

b) maintaining contacts with scientific centers, permanent arbitration courts and other institutions interested in the development of arbitration in Poland and abroad;

c) providing assistance in the creation of permanent and ad hoc courts of arbitration;

d) organizing and operating permanent conciliation courts;

e) training prospective arbitrators and other persons interested in the field of arbitration;

f) organization and co-organization in Poland and abroad of lectures, conferences and congresses devoted to arbitration; and

g) publishing in the field of arbitration.

Article 2. Members

2 1. Any natural person with impeccable moral attitude who

a) has full capacity to perform legal acts,

b) enjoys public rights and honorary citizen rights, and

c) has the qualifications necessary to actively pursue the objectives of the Association may become a member of the Association.

2.2. The founders of the Association shall be its initial members.

2.3. Other persons intending to become members of the Association shall submit to the Board a written application for admission. Decisions on admission shall be made by the Board. The Board may refuse admission without providing any justification therefor.

2.4. Loss of membership takes place by death, through expulsion or resignation by a member.

2.5. The Board may adopt a resolution excluding a member who has ceased to fulfil the requirements set forth in Paragraph 2.1, or delays in payment of two successive annual membership fees, after having been summoned to make the required payments. A resolution on excluding a member shall be submitted to such person forthwith, with justification. An expelled member may file an appeal to the General Assembly within 30 days of having received such resolution.

2.6. Any member may resign from membership in the Association at any time by notifying the Board thereof in writing. However, such person shall be obliged to pay the membership fee for the current year and any prior outstanding membership fees. 

2.7. Members have the right and duty to participate in activities of the Association.

2.8. Each member is entitled to participate in the General Assembly, present its views thereat and vote. All members shall enjoy active and passive voting rights in elections to the Board and the Audit Committee.

2.9. A member shall be obliged to pay the initial membership fee and to pay annual membership fees.

2.10. Foreigners may become members of the Association it they comply with the requirements described in art 2.1 of the present Statute.

Article 3. Supporting members

3.1. Any person or institution providing other subsidies or any other substantial material assistance to the Association may become a supporting member.

3.2. A motion for supporting membership shall be filed in writing with the Board. The Board shall decide whether to accept or reject any such motion.

3.3. A supporting member or its representative may be invited to take part in the General Assembly, however, without any voting rights.

Article 4. Bodies of the Association

4.1. The bodies of the Association are: the General Assembly, the Board and the Audit Committee.

Article 5. The General Assembly

5.1. The General Assembly is the highest authority of the Association.

5.2. Except as otherwise provided in this Statute, authorities of the General Assembly include:

a) election of the President of the Association and other members of the Board;

b) election of the members of the Audit Committee;

c) consideration and approval of the report of the Board on the activities of the Association and the performance of its duties during the previous year;

d) adoption of long-term programs of activities of the Association;

e) determination of annual financial budgets and amounts of the initial and annual membership fees;

f) adoption of decisions to open branches and permanent conciliation courts of the Association, and the adoption of their regulations;

g) amending this Statute; and

h) adoption of resolutions on dissolution of the Association.

5.3. An Ordinary General Assembly shall be convened by the Board once a year in the first calendar quarter of such year. When necessary, the Board may convene an Extraordinary General Assembly upon its own discretion. The Board is obliged to convene an Extraordinary General Assembly on the written motion of the Audit Committee or at least one fifth of all members, stating the reason therefor and the proposed agenda.

5.4. The General Assembly may adopt resolutions on first call if at least one half of all members are present, and on second call, irrespective of the number of members resent. Resolutions are adopted by an absolute majority of votes cast, except for resolutions on the amendment of this Statute or dissolution of the Association, which requires two-thirds of all votes cast.

Article 6. The Board

6.1. The Board shall consist of seven to fifteen members including the President, elected for a term of four years. The operating principles of the Board shall be provided for in regulations to be adopted by the General Assembly.

6.2. The Board shall elect one or two Vice-Presidents, a Secretary General and a Treasurer from among its members.

6.3. The Board directs the current activities of the Association, manages its assets and represents the Association in external relations.

6.4. Meetings of the Board are convened by its President or a Vice-President. The Board may adopt resolutions when at least one half of all members of the Board, including the President or a Vice-President, are in attendance. Resolutions are adopted by a simple majority of votes of attending persons, and in case of a split vote, the vote of the President or the attending Vice-President shall be conclusive.

6.5. The Board may appoint working groups or consulting groups for the purpose of performing specified tasks, inviting thereto individual members of the Association and persons from outside of the Association.

6.6. The President, Vice-President, Secretary General and Treasurer shall be entitled to represent the Association acting individually. The undertaking of property obligations in the name of the Association requires the signatures of two members of the Board, including at least one person who is entitled to represent the Association.

6.7. Should the Association be called to appoint an arbitrator, presiding arbitrator, determine the place of arbitration or to perform any other similar action as provided in the agreement of the parties, such action shall be performed by the President of the Association or, in his absence, a Vice-President.

6.8. In case of the death or resignation of a member of the Board, the Board may appoint a new member from among the members of the Association. The number of such newly appointed members may not exceed 1 of all elected Board members.

6.9. The Board is obliged to submit to the General Assembly a detailed report on the activities of the Association and the performance of its duties during the previous year.

6.10. The Board may take decisions concerning membership of the Association in international organizations and foreign organizations providing that the purpose of the organizations is parallel to the purpose of the Association.

Article 7. Audit Committee

7.1. The Audit Committee is the internal controlling authority of the Association..

7.2. The Audit Committee consists of three members, including its Chairman, elected for a term of four years. If required, membership of the Audit Committee may be increased by one member. Two elected members of the Audit Committee must elect such additional member.

7.3. Duties of the Audit Committee include:

a) assure that all legal and property actions undertaken in the name of the Association conform with the applicable law, statutes, resolutions of the General Assembly and principles of economy;

b) immediate notification to the Board of any deficiencies disclosed in reference to the above; and

c) submission of an annual report to the General Assembly on results of its activities control and motions to discharge members of the Board from performance of their duties.

7.4. For the purpose of performing its duties, the Audit Committee may review appropriate documents and request explanations from the Board or its members, as well as from employees of the Association.

Article 8. Branches and local organizational units of the Association

8.1. At least fifteen members of the Association domiciled within one voivodship or several neighboring voivodships may apply to the General Assembly to establish a voivodship or regional branch that shall constitute a local organizational unit of the Association.

8.2. Such application shall be prepared by the applicants and include a recommendation of the Board of the Association and regulations of the branch, which inter alia, shall provide:

a) territory of activities and seat of the Branch,

b) scope of its tasks,

c) forms of activities,

d) procedure for appointing bodies and scope of their authorities, and

e) method of financing activities of the Branch.

8.3 The General Assembly of Branch members and Board of the Branch consisting of three to five persons, together with its Chairman, shall be the bodies of the Branch.

8.4. Authorities of the General Assembly of the Branch shall include:

a) election of Branch Board members;

b) determination of long-term plans of activities of the Branch; and

c) consideration and approval of report of the Branch Board for the previous year and the performance of duties by the Branch Broad.

The provisions of Article 5.4 shall apply accordingly to adoption of resolutions by the General Assembly of a Branch.

8.5. The Branch Board shall direct current activities of the Branch, adopting resolutions by a simple majority of votes in presence of at least two members of the Branch Board.

8.6. The Board of the Association may provide specified financial assistance to the Branch on the motion of the Branch Board.

8.7. The Branch Board must submit a written report on the activities of the Branch for the previous year to the Board of the Association not later than January 31 of the following year.

8.8. A Branch may be dissolved on resolution of the General Assembly of the Branch or by resolution of the General Assembly of the Association.

Article 9. Property of the Association

9.1. Property of the Association is established from membership fees, subsidies, gifts, inheritances, legacies and income from its own activities and property.

Article 10. Dissolution of the Association

10.1. The Association may be dissolved by resolution of the General Assembly or by a court due to reasons set forth in the Law.

10.2. The General Assembly shall decide upon distribution of the property of the liquidated Association.