NGO (non-governmental organizations) are entities that are not organs or subordinate units of the public administration (state and local government) and whose activities are not aimed at making a profit - but, importantly, that can conduct business. NGOs are sometimes referred to as the "third sector," as opposed to the public sector and the corporate sector.
This means that NGOs are entities operating in the social space. They carry out the statutory goals established by them, aiming to change the selected area.
EXAMPLE
Hackerspace Kraków
We create a space where you can deepen your creativity at will. We are a hackerspace - a workshop open to the local community, where people come to learn, create projects and exchange knowledge.
As can be seen from the cited example, Hackerspace Krakow, like any other NGO, has a specific purpose for its activities, which has become its guidepost.
In order for an NGO to legally exist, it must be registered. When applying for registration, you should give it the appropriate form. The most popular are associations or foundations.
Stages of setting up a non-governmental organization highlighted by ngo.pl:
Choosing the form of the organization (association or foundation).
Writing the charter of the organization.
Registration of the association in the National Court Register.
You can read more about the legal issues involved in registering an NGO here:
The Law on Associations distinguishes the following characteristics of an association:
The association is a voluntary, self-governing, permanent association with non-profit purposes.
The Association independently determines its objectives, programs of activities and organizational structures, and adopts internal acts concerning its activities.
The association bases its activities on the community work of its members. To conduct its affairs, the association may hire employees, including its members.
Decision-making in the association is fully democratic;
The Board of Directors is accountable to the members and members of the organization;
The highest authority of the association is the General Assembly of Association Members, which gives them a real influence on the direction of the organization;
Registration of the association does not require the contribution of capital.
Cons
There is a greater likelihood of the phenomenon of struggle for power and influence (a skewed democratic model).
The minimum number of founding members is 7 people.
Running an association requires following proper procedures related to General Meetings of Members (decisions often take time).
FOUNDATION
A foundation is formed by people who work together for a specific common good. However, the establishment of a foundation and what it will do is usually decided by one or a few people (the founder or founders) who want to achieve some socially important goal.
A declaration of intent to establish a foundation must be made in the form of a notarial deed.
Pros
It is not possible to remove the founder/founder from his/her position.
The CEO of the foundation has a wide range of competencies in matters related to the activities undertaken by the organization.
A simple power structure allows you to react quickly to the situation and make efficient decisions.
Cons
It is mandatory to make a financial contribution when registering a foundation (paying the notary + incorporation fund).
The structure is not very inclusive for those working at the foundation.
You can not have membership in the organization - the foundation does not have male and female members. You can be a person who works for the foundation, sit on its bodies or act on a volunteer basis.
What form your organization takes is up to you. It all depends on the type of activity you plan for yourself, as well as the goals you set. Importantly - keep in mind that what may seem like a disadvantage to some, for others becomes a positive, and even an opportunity for more efficient development.
III. How to write a statute
Compiled by: Hubert Taładaj
The statute is the most important act of an organization, constituting its "constitution" of sorts. It regulates such issues as basic information on its functioning, its goals and ways to achieve them, membership in the organization, or the election and powers of the authorities.
Adequate preparation of the statute is one of the first steps to be taken to register an organization. Its enactment is one of the mandatory elements of the constituent assembly of an association (it is not necessary in a foundation).
Statutes should be attached to the application for registration of the organization in the National Court Register (hereinafter: KRS).
CHECKLIST
What the statute must specify
10 things
THE STATUTE MUST INCLUDE:
Name of organization
Area of operation and headquarters
Objectives and ways to achieve them
Membership (in Associations only)
Authorities of the organization
Management salaries
Method of representation of the organization
Method of raising funds
Rules for amending the statute
Method of dissolution / liquidation of the organization
NAME OF ORGANIZATION
The name includes a designation of the legal form (i.e., association or foundation), and may also indicate the object of activity, headquarters or other. The association may also use an abbreviation. In the phase of working on the name of the organization, it is worth checking the KRS to see if there is an entity with a similar name.
The name of the association must be sufficiently distinguishable from other associations, organizations and institutions and not misleading, especially as to the person, object and place of activity. The name of the association must be sufficiently distinguishable from other associations, organizations and institutions and not misleading, especially as to the person, object and place of activity.
See Article 10(1)(1) of the Act and, by analogy, Article 433 of the Act of April 23, 1964. - Civil Code; hereinafter: the Civil Code.
Area of operation and headquarters
The statute should indicate the territorial scope of the association's or foundation's activities. If the organization intends to operate throughout the country, it should specify that the area of activity of the entity is the area of the Republic of Poland. Organizations operating locally should indicate in the statute the area of a given local government unit, e.g. the municipality of Pcim, the county of ropczycko-sędziszowski or the province of Łódź.
GOALS AND WAYS TO ACHIEVE THEM
In the provisions of the statute you must include the objectives of the organization, that is, everything that you plan to do as an association / foundation. The specific activities undertaken in support of the stated goals are the means of achieving them - they too should be included in the body of the statute.
EXAMPLE
Akademicki Związek Sportowy
The purpose of the AZS is: 1. to disseminate sports, physical culture and tourism, to increase physical fitness and improve the health of the academic community, (...).
The AZS pursues its goals by: 1. Organizing sports life, recreation and tourism, 2. Participating in sports events and competitions at home and abroad, (...) 3. Organizing sports, adaptation, integration, training, recreation and tourism camps, (...)
The law does not list the types of members an association should have. The exception is the membership of legal entities in this type of organization, which can only be supporting members (Article 10(3) of the Law). If the association provides for the participation of legal entities, the statute should take into account the granting of supporting member status to them.
Ordinary members are involved in the work of the association. In addition, the general meeting of members - if provided for in the statute - may grant honorary membership or the function of honorary president to persons of merit to the organization or who pursue the objectives of the association in a special way.
As a general rule, the board of directors is the competent body in matters of granting and revoking membership in an association. Resolutions of the board in this regard should be subject to appeal to the general meeting of members. Willingness to join an organization is expressed through the submission of a membership declaration by an interested person - joining can be made conditional in the statute on the positive opinion of a certain number of association members. The statute must also specify the exact reasons for loss of membership, including death of a member, submission of a written resignation from membership and exclusion from the association for such reasons as failure to carry out the provisions of the statute and taking actions contrary to the objectives of the association or to its detriment.
The rights of a member/membership of an association include, among others, participation in the association's undertakings, submitting proposals on its activities, and active and passive voting rights of the association's bodies. Examples of duties include, for example, contributing to the realization of the organization's goals, observing the provisions of the statute and resolutions adopted by the association's bodies, or paying regular membership fees.
AUTHORITIES OF THE ORGANIZATION
Association
The law requires that there be at least three bodies in the organizational structure of the association - the general meeting of members as the highest authority of the association, the board of directors and the internal control body, which in practice is most often the audit committee (Article 11 (1) and (3) of the law).
In matters where the statute does not specify the assignment of a given competence to a specific body, it is up to the general members' meeting to adopt resolutions. The statute may provide for a delegates' meeting instead of a general members' meeting, or for replacing the general members' meeting with a delegates' meeting if the number of members exceeds the size specified in the statute - in such cases, the statute specifies the rules for the election of delegates and the duration of their term of office (Article 11(2) of the Act).
The procedure for electing members of the association's bodies and supplementing their composition is determined by the statute. The election of members of the board of directors and the internal control body is at the discretion of the general meeting of members (the majority and quorum needed for effective election must be contained in the statute, most often it is an absolute majority).
The competencies of the association's bodies are defined by the statute - in addition to the above-mentioned most important competencies of the general meeting of members, it can also adopt amendments to the statute or approve the substantive and financial reports on the association's activities. The board of directors is largely responsible for the day-to-day operation of the association and its financial management.
Foundation
The Law on Foundations mandates only one foundation body - the board of directors. In practice, however, other bodies are often appointed, such as an audit committee, a foundation council. The exception is the situation in which the foundation wants to apply for the status of a public benefit organization, in which case it is necessary to have an internal control body complying with the requirements of Article 20(6) of the Law on Public Benefit Activity and Volunteerism.
The charter should clearly specify how the board members are selected (e.g., information that it is the organization's founder who appoints the board), its powers (what exactly the board or its individual members/members can do) and the mode in which it works (e.g., frequency of meetings). It is also worth indicating how and when the board can be dismissed, who can do so, as well as how to resign from their role on the board.
Management salaries
Members of the association's board of directors may receive remuneration for the performance of activities related to their functions, provided that this is regulated in the statute, where the situations in which board members are paid and even the amount of remuneration may be specified. Alternatively, the statute may grant the authority to determine the amount of earnings of a board member to, for example, a general meeting of members. In the case of foundations, there are no formal requirements - persons serving on the board of directors may receive remuneration for this.
The statute should specify the persons representing the organization externally, which is particularly important when entering into contracts on behalf of the organization. Usually the statute grants this representation to the chairman of the board of directors acting jointly with the vice-chairman or another member of the board of directors, or, in emergency situations, the entire board of directors decides in this regard as a rule.
It is important to formulate this point unambiguously, that is, in such a way that it does not raise doubts about your (future) partners.
Method of financing
Association
According to Article 33(1) of the Law, the association's assets are formed from membership dues, donations, inheritances, bequests, income from its own activities, income from the association's assets and public donations. The method of establishing membership fees shall be determined by the Articles of Association, with the competence in this regard (with the determination of the amount of the fee and its frequency) to be vested in the Board of Directors.
Foundation
In a foundation, on the other hand, the basic part of the assets at the beginning of the organization's operation is the founder's or founder's contribution. It does not have to be large at all! You can calmly register a foundation by contributing, for example, PLN 100. The founding fund does not have to be financial either.
In addition to this, the statute should also take into account other sources of potential income for the NGO, such as the possibility of obtaining grants, donations, inheritances, etc.
Rules for amending the statute
The statute should specify how to bring about its eventual amendment, specifying the entities authorized to submit a proposal to amend the statute (e.g., the board of directors, the audit committee, a group of members of the association) and the procedure for its adoption (e.g., the board of directors of the foundation by an absolute majority, 2/3 of the general meeting of members).
Method of dissolution / liquidation of the organization
Association
The decision to dissolve the association by its members should be made by its highest authority, the general meeting of members. As with a potential amendment to the Articles of Association, the entities entitled to make a proposal on this matter should be specified, as well as the majority and quorum needed to pass the resolution - for such an important decision, the majority should be qualified, while the quorum should be higher than for other resolutions (e.g., 2/3). The resolution may also specify the liquidators of the association, if allowed by the articles of association - if there are none, the liquidators shall be members of the board of directors (Article 36(1) of the Law).
Foundation
According to the Law on Foundations, the liquidation of a foundation can take place by achieving its purpose or by exhausting its funds and assets. It is advisable to regulate in the statute who decides on the liquidation of the foundation, appoints the liquidator and decides on the management of any remaining assets.
ON THIS PAGE
I. What is an NGO
II. Association or foundation
Association
Foundation
III. How to write a statute
Name of organization
Area of operation and headquarters
Objectives and ways to achieve them
Membership
Authorities of the organization
Management salaries
The way the organization is represented
Method of financing
Rules for amending the statute
Method of liquidation
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