Statute
This is an English translation of PCTA's statue as originally adopted in Polish. In case of any discrepancies, the Polish version prevails.
Statute of the of Polish Corporate Treasurers Association in the wording adopted by the resolution of the General Meeting of PCTA Members on January 24, 2013.
Section I
General provisions
§ 1
- The Association is called: "Polish Corporate Treasurers Association" ("Stowarzyszenie Polskich Skarbników Korporacyjnych" as registered in Polish) - hereinafter referred to as "the Association".
a. In parallel, the Association has a name in English, which is used as a substitute in international contacts: "Polish Corporate Treasurers Association".
b. The Association uses two abbreviated terms derived from the Polish and English names respectively: SPSK and PCTA.
2. The Association is a voluntary, self-governing and permanent association with non-profit goals, associating professionally active Treasurers.
3. "Treasurer" within the meaning of these Statutes is a person employed in institutions (enterprises) that are not banks within the meaning of the applicable banking law, in managerial or independent positions, within the scope of their duties managing financial and risk or supporting those duties, in particular in the area of:
a. conducting financial management of the enterprise,
b. ordering and executing instructions in cash of the enterprise,
c. ensuring the financial correctness of the contracts concluded by the enterprise,
d. compliance with the principles of monetary settlements and the protection of the company's monetary values,
e. ensuring timely collection of debts and pursuing disputed claims as well as repayment of liabilities, sale of receivables,
f. analyzing the use of the company's own funds,
g. developing draft internal regulations regarding operational and financial risk management in the enterprise,
h. analyzing and managing financial risks,
i. liquidity management, including preparation of financial liquidity forecasts, control of the state of funds on the company's bank accounts,
j. ongoing cooperation with banks and other financial institutions,
k. negotiating and concluding financial contracts,
l. cooperation with the NBP
m. handling financial instruments,
n. working capital management.
4. The Association may use a graphic symbol separating them, as well as badges and seals in accordance with applicable law.
5. Members of the Association have the right to wear organizational badges or honorary badges established by the General Meeting of Members.
6. The official website of the Association is published under "www.pcta.pl".
§ 2
1. The area of the Association's operation is the area of the Republic of Poland.
2. The seat of the Association is Warsaw.
3. The Association may be a member of domestic and foreign organizations with similar purposes.
4. The Association conducts business activity in accordance with the legal standards in force in Poland.
5. Income from the economic activity of the association serves the implementation of its statutory goals and cannot be allocated to its members.
6. The activities of the Association are based on the social work of its members, the Association may employ employees or outsource specific tasks to other entities.
Section II
Goals of the Association and methods of their implementation
§ 3
The goals and purpose of the Association is to work for the integration and separation of the Treasurer's professional group, and to provide comprehensive support to Treasurers in relation to their tasks, including:
1. creation of a forum for the exchange of experience and best professional practices, development and improvement of the knowledge and professional competence of members of the Association,
2. development of knowledge about treasury processes management among managerial staff,
3. representing the environment in the discussion on the development of the Polish financial market and business law; presenting environmental opinions on legal acts,
4. developing and implementing the principles of professional ethics of the Association members,
5. propagating the principles of ethics in the entire Treasurer community,
6. development of new professional staff and striving to create a field of study educating future Treasurers.
§ 4
The Association realizes its statutory goals through:
1. active participation in conferences and training on topics related to the Treasurers' professional activity, as well as expressing their position in a public forum,
2. organization of conferences, meetings and meetings of the Association members in order to exchange views and experiences in the field of currency and money market trends,
3. organizing electronic discussion platforms on the Treasury's professional topics,
4. maintaining regular contacts with other associations or unions with a similar profile,
5. substantive assistance to enterprises and their employees in the field of corporate treasury and finances,
6. promoting reliability, responsibility and high professional ethics among Treasurers and other financial services employees,
7. raising the professional skills of members of the Association as part of organized training and information activities,
8. representing the members of the Association, protecting their professional interests and cooperating with public administration bodies, financial institutions, enterprises and other entities in the field of development and shaping of financial markets, legal regulations and postulates to them,
9. cooperation with universities, university students and academic staff, assistance in organizing apprenticeships,
10. research and development activities,
11. promotion of employment and professional activation for current and former Treasurers, in particular members of the Association who are unemployed and at risk of losing their jobs.
Section III
Memberships
§ 5
1. Members of the Association are divided into:
a. Aspiring Members
b. Ordinary Members
c. Supporting Members
d. Honorary Members
2. An Aspiring Member of the Association may be a natural person with full legal capacity who has not been deprived of public rights, who is a Treasurer as at the date of submitting the declaration which meets the conditions set out in § 1 para. 3 of the Statute - subject to par. 3 and 8 of this paragraph, which wishes to contribute its social work to achieving the aims of the Association, will submit a written membership declaration and will pay the membership fee for the current year.
3. Persons performing selected activities described in § 1 item 3 of the Statute, who are not, however, employed in an independent or managerial position, may also become an Aspiring Member, provided that two ordinary members are recommended.
4. An Ordinary Member of the association can be any aspiring Member who has made an appropriate contribution to social work in achieving the objectives of the Association and will be given the title of ordinary member by the Management Board.
5. Legal persons may only be supporting members of the Association.
6. A Supporting Member may be a natural or legal person regardless of their place of residence and seat, who, with their consent, will be admitted to the Association for their help and / or support in achieving its goals.
7. An Honorary Member may be a natural person particularly distinguished for the Association, provided that he / she accepts honorary membership.
8. Employment in a bank does not exclude the possibility of remaining a member of the Association provided that they perform simultaneously the selected functions described in § 1 para. 3 of the Statute.
§ 6
1. A candidate for membership of the Association's aspirant shall submit to the Association's Board a written declaration containing a declaration of accession and a commitment to pay contributions.
2. At least once a year, before the General Meeting of Members, the Management Board shall adopt a resolution to change the status of aspirant members to ordinary members after documenting their appropriate work contribution to the activities of the association.
3. A candidate for a supporting member of the Association shall submit a written declaration on the obligation to pay contributions, including the declared amount of membership fee.
4. The Association Board shall decide on the granting of aspirational, ordinary and supportive membership in the Association.
5. A candidate may appeal to the General Meeting of Members of the Association against a negative decision of the Association Board regarding admission to the membership of the Association, whose resolution is final in this matter. The appeal must be lodged within 30 days from the date of receipt of written information on the decision of the Association Board.
6. Honorary membership is granted by resolution of the General Meeting of Members of the Association at the request of the Board.
§ 7
1. Membership in the Association terminates as a result of:
a. written resignation of a member submitted to the Board of the Association,
b. death of a natural person, loss of full legal capacity or loss of public rights,
c. removal from the Members list due to the loss of legal personality by a member who is a legal person,
d. exclusion from the Association.
2. A member shall be excluded in a case of :
a. arrears in payment of membership fees for a period longer than 6 months,
b. persistent evasion of achieving the association's goals, including several refusals to make substantive presentations at association meetings described in §9 section 1 point g),
c. grossly contrary to these Statutes and resolutions of the Association authorities,
d. unworthy conduct which disqualifies a person as a member of the Association or harms his good name,
e. activities to the detriment of the Association,
f. conviction by a final judgment of an offense against property or documents.
§ 8
1. The Board decides to exclude a member from the Association in the form of a resolution. Before adopting a resolution, the Management Board allows a member to submit explanations in writing or in person at a meeting of the Management Board. The Management Board shall immediately notify the interested party in writing about the content of the resolution.
2. Termination of membership for the reasons specified in §7 para. 1 points a) - d) the Management Board states in the form of a resolution.
3. The member of the Board of Directors referred to in paragraphs 1 and 2 above may appeal to the General Meeting of Members within 30 days of the date of written notification of the content of the resolution. The resolution of the General Meeting of Members is final.
4. Each resolution of the Management Board and General Meeting of Members regarding the exclusion of a member must include legal and factual justification.
Section IV
Members' rights and obligations
§ 9
1. An Aspiring or Ordinary Member is obliged to:
a. active participation in all activities of the Association, including market research and surveys,
b. comply with the provisions of the Statute and resolutions of the bodies of the Association,
c. raising the professional level and caring for an appropriate ethical level,
d. regular payment of membership fees,
e. participation in the implementation of the statutory objectives of the Association and caring for its development,
f. care for the good name of the Association,
g. preparing and presenting, at the request of the Board, substantive presentation in the field of treasury during open Board meetings or conferences organized by the Board of the Association; refusal to perform such an obligation requires a justification, which will be assessed by the Management Board.
2. Each aspiring member and ordinary member of the Association has the right to:
a. participate in the General Meetings of Members of the Association and participate in voting,
b. election to the bodies of the Association,
c. submitting to the Association bodies motions in matters related to its activities and requesting information on how to deal with them,
d. participate in meetings and events organized by the Association,
e. wearing an organizational badge,
f. using the Association's assistance as part of its statutory activity.
3. In addition, an ordinary member of the Association has the right to stand as a candidate for association bodies.
4. A Supporting Member of the Association has the right to:
a. participating in the General Meetings of Members,
b. participate in all forms of the Association's statutory activities,
c. reporting opinions, motions and postulates regarding the Association's activities to the authorities of the Association. The Legal Person exercises its rights through a duly authorized representative.
5. A supporting member of the Association is obliged to:
a. comply with the provisions of the Statute and regulations of the Association, as well as resolutions and guidelines of the Association's authorities,
b. pay membership fees on time and settle other obligations towards the Association,
c. at the request of the Association authorities, provide explanations in all cases in which matters of its membership are resolved.
6. Honorary Member is not obliged to pay membership fee.
7. Supporting and Honorary Members have the right to participate in works and events organized by the Association, but they do not have active or passive electoral rights. They participate in the General Meeting of Members of the Association in an advisory capacity.
Section V
Association authorities
§ 10
The authorities of the Association are:
a. General Meeting of Members,
b. the Management Board,
c. Audit Committee.
§ 11
General Meeting of Members.
1. The highest authority of the Association is the General Meeting of Members.
2. The General Meeting of Members should take place at least once a year.
§ 12
1. The General Meeting of Members is convened by the Management Board.
2. The Audit Committee has the right to convene a General Meeting of Members if the Management Board fails to convene it within the time limit specified in § 11 para. 2 or the Management Board does not convene the General Meeting of Members within 30 days from the date of submitting the relevant request by the Audit Committee or by 10 ordinary members of the Association.
§ 13
1. The exclusive competence of the General Meeting of Members is:
a. considering and approving the Management Board's report on the Association's activities and the financial statements for the previous financial year, and discharging members of the association's bodies from the performance of their duties,
b. amendments to the Statute,
c. establishing guidelines for the Association's activities,
d. electing Members of the Management Board and entrusting one of them with the function of the President of the Management Board and Members of the Audit Committee and entrusting the function of the Chairman to one of them,
e. granting and withdrawing the status of an honorary member,
f. determining the amount of membership fees and the procedure for paying them,
g. considering applications submitted by members and appeals against resolutions of the Management Board,
h. adopting resolutions on the dissolution of the Association and the allocation of its assets,
i. passing resolutions on joining other organizations,
j. adopting resolutions in cases specified in these Statutes and in other matters not reserved for the competence of other bodies.
2. The General Meeting works according to the agreed agenda. The proposed agenda may be changed or expanded by the General Meeting. The order cannot be extended with points regarding the amendment of the Statute or dissolution of the Association.
§ 14
1. Resolutions of the General Meeting of Members of the Association are adopted by a simple majority of votes,
a. at least half of the members of the Association entitled to vote on the first date,
b. on the second date - regardless of the number of Members present.
2. The second date should be given in the meeting notice and cannot be set earlier than one hour after the first date.
3. A resolution to dismiss the Management Board or the Audit Committee before the end of the term of office may be adopted by the General Meeting of Members of the Association only if at least 2/3 of the Association's ordinary members participate.
§ 15
1. The General Meeting of Members shall be convened by:
- announcement in the Rzeczpospolita daily, which should be made at least 14 days before the date of the General Meeting of Members,
or - via e-mail sent at least 14 days before the date of the Meeting,
or - registered letters sent at least 14 days before the date of the Meeting,
or - placing an advertisement on the official website of the Association, at least 14 days before the date of the General Meeting of Members.
The announcement should indicate the date, time and place of the General Meeting of Members and the agenda.
§ 16
1. The General Meeting of Members is opened by the Chairman of the Audit Committee or his Deputy, and then the Chairman is elected from among ordinary members. The chairman appoints a reporter. In the event of their absence, the General Meeting of Members shall be opened by the President of the Management Board or a person appointed by the Management Board.
2. The attendance list containing the list of participants is signed by the Chairman and Minutes of the General Meeting of Members.
§ 17
1. Voting shall be open or secret depending on the resolution of the General Meeting of Members.
2. Secret voting shall be ordered on elections and on motions to dismiss members of the Association's bodies, as well as in personnel matters.
§ 19
Management Board and its competences
1. The scope of the Management Board's activities includes:
a. representing the Association outside;
b. determining the detailed directions of the Association's activities and managing the current work of the Association
c. managing the assets of the Association
d. incurring liabilities
e. creating permanent and ad hoc committees of the Association and defining their tasks,
f. convening the General Meeting of Members and implementing resolutions of the General Meeting of Members
g. adopting periodical work programs of the Association
h. adopting and implementing the budget of the Association
i. adopting resolutions on admission to membership and termination of membership
j. setting specific tasks for members of the aspirants who want to become ordinary members
k. making decisions on the employment of full-time employees
l. reporting on its activities at the General Meeting of Members
2. The Board manages the affairs of the Association and represents the Association to third parties.
3. Subject to the provisions of § 21, each member of the Management Board shall have the right and obligation to handle the affairs of the Association to an extent not exceeding the ordinary management board.
4. However, if before settling the matter referred to in para. 3, even if one of the other members of the Board opposes its conduct or if the matter exceeds the scope of ordinary activities of the Association, a prior resolution of the Board is required.
5. Resolutions of the Management Board are adopted by a simple majority of votes in the presence of at least half of its members. In the event of an equal number of votes, the President has the casting vote.
§ 20
1. The Management Board consists of from 3 to 6 members, including:
a. President,
b. Vice President,
c. Secretary,
d. Treasurer,
At the same time, the functions of the Secretary and Treasurer may be performed together with the function of the Vice President.
2. A member of the Management Board shall be appointed and dismissed by a resolution of the General Meeting of Members.
3. The President of the Management Board is elected by secret ballot for a joint term of office of the Management Board of 2 years.
4. Other members of the Management Board shall be elected by secret ballot for a joint term of office of 2 years.
5. The Management Board at its first meeting appoints its Vice President, Secretary, Treasurer and other Members from among its members by way of a resolution of the Management Board.
6. The composition of the Management Board is supplemented in the event of a vacancy by a resolution of the General Meeting of Members or by a resolution of the Management Board, while the composition of the Management Board may be supplemented by a resolution of the Management Board not exceeding half of its composition. The General Meeting of Members will supplement the composition of the Management Board in the event of an insufficient number of members of the Management Board to perform the functions described in para. 1 or the expiry of the President's mandate during the term of office, at the next meeting.
§ 21
Two members of the Management Board acting jointly, including the President or the Vice President, are authorized to represent the Association and make declarations regarding property and non-property matters and to sign on behalf of the Association.
§ 22
1. Meetings of the Management Board should be convened at least twice a year.
2. The Management Board meets at the decision of the President, Vice President, 3 members of the Management Board, or at the request of the Audit Committee in the manner provided for in Par. 24 paragraph 3.
§ 23
The Audit Committee and its powers
The Association's internal control body - the Audit Committee - consists of 3 to 6 members appointed and dismissed by resolutions of the General Meeting of Members.
1. The Chairman and Members of the Audit Committee shall be appointed for a joint term of office lasting two years by a resolution of the General Meeting of Members adopted by secret ballot.
2. The Audit Commission at its first meeting appoints the Deputy Chairman from among its members.
3. Supplementing the composition of the Audit Committee in the event of a vacancy occurs by a resolution of the General Meeting of Members or a resolution of the Audit Committee, whereas, pursuant to a resolution of the Audit Committee, supplementing the composition of the Committee may not exceed half of its composition. The General Meeting of Members will supplement the composition of the Audit Committee in the event of an insufficient number of its members to perform the functions described in para. 1 during the next Meeting.
§ 24
1. The tasks of the Audit Committee include:
a. controlling at least once a year the activities of the Association, with particular emphasis on financial management,
b. submitting comments and motions regarding the Association's activities at meetings of the Management Board,
c. submitting to the General Meeting of Members an annual written report on its activities and on the results of evaluation of the Management Board's reports,
d. submitting a request for discharge to the Management Board,
e. presenting to the Management Board post-audit reports along with the conclusions,
f. conducting periodic checks on the payment of membership fees.
2. Members of the Audit Committee may participate in an advisory capacity in meetings of the Management Board.
3. The Audit Committee may request, by way of resolution, to convene a meeting of the Management Board within 14 days, with the agenda provided by the Committee.
4. Resolutions of the Audit Committee are adopted by a simple majority of votes in the presence of at least half of its members. In the event of an equal number of votes, the Chairman's vote prevails.
5. The following may not be members of the Audit Committee:
a. being members of the Management Board,
b. convicted with a final judgment of an intentional crime,
Section VI
Association's assets and funds
§ 25
1. The property of the Association consists of real estate, movable property and funds.
2. The sources of the Association's assets are:
a. membership fees, the amount and mode of payment of which is determined by the General Meeting of Members
b. donations, subsidies, subsidies, bequests and inheritance
c. revenues from business activities
3. The Association's accounting year runs from January 1 to December 31, and the first year from the date of registration until December 31.
4. The Management Board, through the Treasurer, annually submits to the General Meeting of Members for approval the balance sheet, profit and loss account as well as additional information and budget implementation for a given year and the draft budget of the association for the following year.
CHAPTER VII
Change of statute and dissolution of the Association
§ 29
1. A resolution on amending the Statute of the Association is adopted by the General Meeting of Members with a majority of 2/3 of members in the presence of:
a. on the first date at least half of the members of the Association entitled to vote
b. on the second date - regardless of the number of members present.
2. The Association may be dissolved on the basis of a resolution of the General Meeting of Members, adopted by a majority of 2/3 votes in the presence of at least half of the members of the Association.
3. An application for amendments to the Statute and an application for dissolution of the Association may be submitted by:
a. at least 1/5 ordinary members of the Association,
b. the Audit Committee,
c. Management Board.
4. When adopting a resolution to dissolve the Association, the General Meeting of Members shall determine the manner of conducting liquidation, appoint a liquidator and determine the purposes for which the assets of the Association should be allocated.
5. In matters regarding dissolution or liquidation of the Association, not regulated by the Statute, the provisions of the Act of 7 April 1989 "Law on Associations" (Journal of Laws No. 20, item 104, as amended) shall apply.
PCTA Statute available for download [Polish version] [pdf 307 KB]
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