UNIFORM TEXT INCLUDING AMENDMENTS OF DECEMBER 20, 2024

CHAPTER I – General Provisions

§ 1

Friends of Bunkier Sztuki Society, hereinafter referred to as the Society, brings together art enthusiasts for joint activities to promote the Bunkier Sztuki Contemporary Art Gallery, support Polish art and artists, and promote knowledge about art.

§ 2

The Society has legal personality.

§ 3

The Society operates within the territory of the Republic of Poland and abroad.

§ 4

The registered office of the Society is in Krakow.

§ 5

The Society may be a member of national, foreign, and international social organizations with similar objectives.

§ 6

The Society is based on the voluntary work of its members. Employees may be hired to manage organizational matters.

§ 7

The Society has the right to use badges and seals in accordance with applicable laws.

§ 8

[REPEALED]

CHAPTER II – Objectives and Forms of Implementation

§ 9

The purpose of the Society is to support the mission and statutory activities of the Bunkier Sztuki Contemporary Art Gallery and to conduct socially useful activities in the field of culture, art, and the protection of cultural goods and national heritage.

§ 10

The Society pursues its goals by:
1. supporting initiatives to build a collection of Polish contemporary art, including funding for acquisitions for the Bunkier Sztuki Collection;
2. cultural and educational activities in contemporary art;
3. promotional and informational activities dedicated to Polish art and artists, including publishing;
4. popularization activities;
5. running loyalty programs to increase member engagement with Bunkier Sztuki Gallery;
6. supporting artists through special funds, grant programs, and competitions;
7. supporting Bunkier Sztuki Gallery’s efforts regarding openness and accessibility of culture and heritage;
8. cooperation with Bunkier Sztuki management, creative communities, social organizations with similar objectives, and government and local administration bodies;
9. integration of the creative community;
10. maintaining contacts and cooperation with national and international organizations with a similar profile;
11. initiating exhibitions and conferences;
12. establishing foundations to support social initiatives aligned with the Association’s objectives.

§ 11

The Society may engage in economic activity.

§ 12

The Society cooperates with the Bunkier Sztuki Gallery. The details of cooperation are defined by agreement.

CHAPTER III – Members, Rights, and Obligations

§ 13

The Society has three membership categories:
1. ordinary members;
2. supporting members;
3. honorary members.

§ 14

Any adult not deprived of public rights who intends to promote fine arts, artists, and legal entities may become a member, subject to § 15. Foreign individuals and entities without residence in Poland may also become members.

§ 15

Individuals may become ordinary, supporting, or honorary members. Legal entities may only be supporting members and act through an authorized representative.

§ 16

Applicants for ordinary or supporting membership must submit a declaration to the Board indicating their chosen category. Ordinary membership requires a recommendation from at least one current ordinary member. Membership is granted by Board resolution. Honorary membership is granted per § 21.

§ 17

Ordinary members:
1. have active and passive voting rights for the Board and Audit Committee;
2. have the right to: a. actively participate in the Society; b. attend events and initiatives supporting statutory objectives; c. attend the General Meeting with voting rights; d. submit motions on all matters concerning the Society; e. receive recommendations and support in their activities; f. benefit from services for ordinary members; g. participate in loyalty programs; h. state their membership in biographies and materials.

§ 18

Ordinary members are obliged to:
1. observe the Statute and resolutions;
2. participate in fulfilling the Society’s objectives;
3. pay membership fees on time.

§ 19

1. Supporting members can be individuals or entities providing financial or in-kind support. The form is agreed with the Board.
2. Supporting members must observe the Statute and resolutions and pay annual membership fees.

§ 20

Supporting members may enjoy rights under § 17(2) except voting rights or eligibility for the Board and Audit Committee. They may participate in General Meetings in an advisory role.

§ 21

1. Honorary membership is granted by the General Meeting upon Board proposal to individuals who have significantly contributed to art and culture. The individual’s consent is required.
2. Honorary members must observe the Statute. They may enjoy selected rights under § 17(2), excluding voting rights.
3. Honorary members do not vote, cannot be elected, and are exempt from fees.

§ 22

Ordinary membership ends by:
1. voluntary resignation;
2. automatic removal after one year of unpaid fees;
3. expulsion by Board for gross Statute violations;
4. death or legal incapacity.

§ 23

1. Supporting membership ends as per § 22 or Board resolution due to failure to support.
2. Honorary membership ends per § 22(1, 4) or General Meeting resolution upon Board’s justified request.

§ 24

1. The Board or General Meeting must allow a member to respond in writing or in person before a resolution.
2. Appeals may be made to the General Meeting within one month of the resolution’s delivery. The decision is final.

CHAPTER IV – Governing Bodies

§ 25

1. The governing bodies are: a. General Meeting; b. Board; c. Audit Committee.
2. The Board may appoint a Program Council as an advisory body.

§ 26

Board and Audit Committee members serve a 3-year term and continue until successors are appointed. Members may resign after the term ends.

§ 27

Vacancies are filled from previous candidates in order of votes received. No more than 1/3 of each body’s members may be co-opted.

CHAPTER V – General Meeting

§ 28

1. The General Meeting is the supreme body. All ordinary members may participate with voting rights; supporting and honorary members may attend in an advisory capacity.
2. Meetings may be ordinary or extraordinary.

§ 29

The ordinary General Meeting is held annually for reporting and every 3 years for elections.

§ 30

Extraordinary Meetings may be called when necessary and address specific issues.

§ 31

1. The Board calls the ordinary General Meeting no less than 3 months before the term expires, with notice sent at least 2 weeks prior.
2. If the Board fails to call it, the Audit Committee must do so.
3. Extraordinary Meetings may be called by the Board, Audit Committee, or 1/3 of members.
4. If the Board fails to act, the Audit Committee calls the meeting.

§ 32

The General Meeting:
1. defines the Society’s direction;
2. reviews reports;
3. grants discharge to the Board;
4. elects 3 to 7 Board members;
5. sets Board remuneration;
6. elects 3 Audit Committee members;
7. adopts the meeting regulations;
8. hears appeals;
9. grants honorary memberships;
10. amends the Statute;
11. decides on dissolution.

§ 33

1. A quorum requires 10% of voting members. If unmet, a second meeting may proceed regardless of attendance.
2. Resolutions are passed by a simple majority in open voting unless otherwise stated.
3. The Meeting may vote for secret ballots.

CHAPTER VI – Board

§ 34

1. The Board consists of 3 to 7 ordinary members and manages the Association.
2. Each member may represent the Board unless stated otherwise in § 50.
3. Board members may be remunerated.
4. They may be employed under contract.

§ 35

Convicted individuals cannot serve on the Board.

§ 36

At the first post-election meeting, the Board elects a President, Vice President, and Secretary.

§ 37

The Secretary convenes Board meetings at least quarterly. Procedures are outlined in internal regulations.

§ 38

The Board:
1. represents the Society;
2. manages current activities;
3. implements resolutions;
4. appoints advisory committees;
5. manages assets and funds;
6. makes real estate decisions;
7. manages membership matters;
8. runs loyalty programs;
9. establishes member benefits;
10. sets membership fees;
11. sets minimum contributions for supporting members;
12. cooperates with Bunkier Sztuki and other entities;
13. convenes the General Meeting;
14. sets support forms for supporting members.

§ 39

Resolutions require a majority vote with at least half the Board present.

§ 40

1. The Board may appoint a Program Council for its term. It includes members with notable contributions. The Board defines its rules.
2. The Council advises the Board.
3. The Council: a. develops programs; b. works with the Gallery on strategies; c. cooperates with related organizations.

CHAPTER VII – Audit Committee

§ 41

The Committee has 3 ordinary members and independently oversees compliance with the Statute.

§ 42

Committee members: a. cannot serve on the Board or be closely related to Board members; b. cannot have criminal convictions.

§ 43

The Committee elects a Chair and Secretary.

§ 44

Committee members may attend Board meetings in an advisory capacity.

§ 45

The Committee:
1. audits Society activities;
2. submits recommendations to the Board;
3. convenes General Meetings as needed;
4. reports to the General Meeting.

§ 46

Resolutions require a majority with at least half the Committee present.

§ 47

To fulfill its duties, the Committee may inspect documents and request explanations from Board members.

CHAPTER VIII – Society Assets

§ 48

Assets include:
1. membership fees;
2. donations, inheritances, grants;
3. income from assets;
4. public donations;
5. income from legal economic activities.

§ 49

Assets and profits are used only to fulfill the Society’s objectives.

§ 50

Legal declarations require the joint action of two Board members.

§ 51

It is prohibited to:
1. grant loans or secure obligations for members or related persons;
2. transfer assets to members or related persons on preferential terms;
3. use assets for members or related persons contrary to Statute goals.

CHAPTER IX – Final Provisions

§ 52

Statute amendments or dissolution require a 2/3 majority with at least 50% of members present. Dissolution resolutions must appoint liquidators and allocate assets.

§ 53

Matters not covered by the Statute are governed by the Act of April 7, 1989 – Law on Associations.