General Provisions

§ 1

1. The Federation has legal personality, operates on the principles set forth in the Act on Associations, other separate regulations, and these Articles.

2. The Organization is called “Ogólnopolska Federacja Małych i Średnich Przedsiębiorców” and the abbreviated version is “Ogólnopolska Federacja MŚP”.

3. The name of the Federation is legally protected.
4. The Federation pursues its statutory objectives.

5. In its activities, the Federation is guided by the principle of respecting the personal views of the members of the Associations that are part of it and of those benefiting from its assistance.

6. The Federation obtains legal personality and may commence activities upon registration in the National Court Register.

7. The Federation is established for an indefinite period.
8. The Federation may use a distinctive graphic sign which will be legally protected.

§ 2

1. The Federation operates within the territory of the Republic of Poland and beyond its borders.
2. The seat of the Federation’s authorities is the capital city, Warsaw.

§ 3

1. The Federation bases its activities on the voluntary work of the members of the Associations affiliated with it. The Federation may employ staff to manage its affairs.

2. The income from the Federation’s economic activities is used to achieve its statutory objectives and cannot be distributed among its members.

§ 4

1. The Federation is a voluntary, self-governing, and enduring association of associations and other employers’ organizations with non-profit aims, supporting the Federation’s objectives.

2. The Associations affiliated with the Federation should be registered and must comply with the requirements of the relevant statutes regarding their activities.

3. The Federation independently defines its objectives, program of action, and organizational structures and adopts internal acts regarding its activities.

§ 5

The Federation has the right to establish badges, honorary medals, and diplomas and to award them to individuals and legal entities distinguished for the Federation.

§ 6

1. The Federation may become a member of national and international organizations of the same or similar profile and objectives, and may enter into cooperation agreements.

2. The decision on joining or withdrawing from the organizations mentioned in paragraph 1 is made by the Federation’s Management Board.

3. Concluding cooperation agreements is within the competence of the Federation’s Management Board.

Objectives and Methods of Operation

§ 7

The primary objective of the Federation is to improve the conditions for conducting business activities for the represented entrepreneurial communities, in particular:

1. actions that stimulate the comprehensive development of the communities represented by the Federation,

2. the protection of small and medium-sized enterprises from hostile takeovers by domestic and foreign entities capturing an excessive share of the market,

3. active support and promotion of the principles of fair competition,
4. providing legal and organizational protection to its members,
5. presenting the positions of the represented communities before courts and offices,

6. presenting, in administrative proceedings, the positions of the represented entrepreneurial communities regarding the impact of the decisions made there on the conditions for conducting business activities,

7. submitting applications for admission to participate in administrative proceedings in matters significant for the communities represented by the Federation,

8. submitting applications for initiating proceedings aimed at restoring rights and legality in the field of administrative law and other acts, as well as the principles of social coexistence,

9. undertaking actions that support and promote business clusters and shopping centers in which the Federation’s members operate and protecting them from unfair competition,

10. undertaking actions to enhance the competitive capacity of the communities affiliated with the Federation through group participation in national and international trade and exhibition events and other business initiatives, using own funds, EU funds, and funds obtained from sponsors,

11. participating in programs aimed at improving the efficiency of business activities in the represented communities,

12. fostering high moral values, deep patriotism, a sense of personal dignity, and the conscientious fulfillment of civic and social duties among its members.

§ 8

The Federation achieves its objectives by:

1. organizing meetings between its members and representatives of state and local government administrations, deputies, senators, councilors, as well as representatives of non-governmental organizations supporting entrepreneurship,

2. providing its members with organizational assistance in establishing and developing business contacts with domestic and foreign entities,

3. providing legal assistance to the Federation’s members for their business activities,

4. organizing trainings and consultations for its members on legal and economic issues related to their activities,

5. raising funds and managing them in accordance with the Federation’s needs,

6. cooperating with state, local government bodies, and social organizations in implementing statutory tasks,

7. conducting educational and organizational activities,

8. engaging in investment and modernization activities as well as operating shopping centers, markets, and other designated venues,

9. supporting actions aimed at developing trading infrastructure,
10. publishing a trade newspaper addressing the current and future activities of the Federation,
11. maintaining a comprehensive website concerning the Federation and its objectives,

12. undertaking other actions not mentioned above that are in accordance with the law and aimed at achieving the adopted statutory objectives,

13. organizing trade and cultural events,

14. presenting proposals and opinions on matters concerning the Federation’s activities, the promotion of its objectives, and the development of trade and fair competition to the appropriate institutions and organizations,

15. maintaining constant cooperation with local authorities and representatives of the relevant ministries responsible for the economy,

16. representing the Federation’s members and acting on their behalf,
17. undertaking other legal actions aimed at achieving the statutory objectives of the Federation.

Members, their Rights and Obligations.
Acquisition and Termination of Membership.

§ 9

A candidate for membership in the Federation submits a written application on the matter along with justification to the Management Board, which notifies the regular members of the organizations. If they do not raise any objections to this candidacy within 7 days from notification and the Management Board supports the application, by virtue of its resolution the candidate becomes a member of the Federation.

§ 10

Members of the Federation are divided into:

1. regular,
2. supporting,
3. honorary.

§ 11

1. Regular members of the Federation may only be associations and other legal entities that are non-profit, representing the domestic community of merchants and producers, operating for the promotion and defense of their professional, economic, and social interests, which furthermore:

1. 1. acknowledge the statutory objectives of the Federation,
   2. express readiness to actively support and implement them,
   3. submit a declaration of accession to the organization.
   4. pay the membership fee within the deadlines and in the amount declared in writing to the Management Board

of the Federation.

§ 12

A regular member has the right to:

1. participate in all forms of the Federation’s activities through its delegates or representatives,

2. influence the programmatic and organizational activities of the Federation,

3. enjoy active and passive voting rights for the Federation’s authorities through the delegates they nominate,

4. support the Federation’s activities financially by paying the membership fee.

§ 13

A regular member is obliged to:

1. comply with the provisions of the Articles, regulations, and resolutions of the Federation’s authorities,
2. participate in the implementation of the statutory objectives,
3. fulfill the obligations undertaken,
4. observe the norms of social coexistence,
5. actively participate in the Federation’s ongoing activities.

§ 14

Regular membership terminates due to:

1. withdrawal from the Federation,
2. exclusion from the Federation.

§ 15

1. The exclusion of a regular member of the Federation may occur due to a gross violation of the objectives and statutory principles of the organization, actions detrimental to it in any other way, or the loss of legal personality. The resolution on exclusion is adopted by the Federation’s Management Board, and the excluded regular member has the right to appeal to the General Assembly of Delegates, submitted within 7 days from receiving the resolution through the organization’s Management Board. In the period between the Management Board’s resolution and that of the General Assembly of Delegates, the regular membership of the organization and its rights and obligations are suspended.
2. The withdrawal of a regular member from the Federation requires a written application to the General Assembly of Delegates

of Delegates, submitted through the organization’s Management Board.

§ 16

1. A supporting member may be an organization, legal entity, or individual that accepts the statutory objectives of the Federation and is ready to provide material and non-material assistance within the limits declared by them.

2. A supporting member operates in the Federation through its representative, who does not have the right to vote at the General Assembly of Delegates, nor active or passive voting rights for the organization’s authorities.

3. The admission of a candidate as a supporting member of the Federation requires a resolution of its Management Board adopted on the basis of the candidate’s written declaration.

4. A supporting member does not pay a membership fee.

5. A supporting member has the right to participate in the Federation’s activities to the extent and in the form determined by its Management Board, including submitting proposals regarding the use of the provided support and making other proposals and interventions concerning the Federation’s activities addressed to its Management Board or Audit Committee, which are obliged to provide an appropriate response within 30 calendar days from the date of submission. The received response may be appealed to the next General Assembly, submitted within 7 calendar days from its receipt through the authority that provided the response.

§ 17

1. Supporting members are obliged to comply with the provisions of the Articles, regulations, and resolutions of the Federation’s authorities, as well as the norms of social coexistence,

2. Supporting members have the right to freely decide on supporting the Federation’s activities and providing material and non-material assistance to it as far as their capabilities allow.

§ 18

Supporting membership terminates as a result of:

1. 1. withdrawal from the Federation,
   2. exclusion from the Federation,

2. 3. the death of an individual or the loss by them of full legal capacity or full public rights,

2. 4. the loss of legal personality by legal entities.

§ 19

1. The exclusion of a supporting member from the Federation may occur due to a gross violation of its objectives and statutory principles or actions detrimental to it.

2. The resolution on the exclusion of a supporting member from the Federation is adopted by the organization’s Management Board.

3. An appeal against the Management Board’s resolution on the exclusion of a supporting member from the Federation is allowed within seven days from the date of its receipt, submitted through the Federation’s Management Board.

§ 20

1. An honorary member of the Federation may be an organization or an individual, as well as a legal entity particularly distinguished for the represented community or for the achievement of the statutory objectives

of the Federation.

2. The admission of a candidate as an honorary member of the Federation requires a resolution of the Management Board.

3. An honorary member does not pay a membership fee and has the right to participate in the Federation’s activities.

4. An honorary member has the right to submit proposals and interventions regarding the Federation’s activities addressed to its Management Board or Audit Committee, which are obliged to provide an appropriate written response within 7 calendar days from the date of submission. The received response may be appealed to the next General Assembly of Delegates, submitted within 7 calendar days from its receipt through the authority that provided the response.

§ 21

An honorary member of the Federation has the right to:

1. submit interventions and proposals to the Federation’s Management Board or Audit Committee regarding its main directions of activity,

2. participate in the Federation’s activities to the extent and on the terms determined by the Management Board.

§ 22

Honorary members of the Federation are obliged to:

1. comply with the provisions of the Articles, regulations, resolutions, and decisions of the Federation’s authorities.

2. observe the principles and norms of social coexistence.

§ 23

Honorary membership terminates as a result of:
Exclusion from the Federation.

The death of an individual or the loss by them of full legal capacity.

3. Loss of legal personality by legal entities.

§ 24

The exclusion of an honorary member from the Federation requires a resolution of the Management Board.

§ 25

1. The exclusion of an honorary member from the Federation may occur due to actions detrimental to the organization or actions contrary to the Federation’s objectives and statutory principles, as well as a final court conviction imposing an additional penalty of loss of public rights.

2. An appeal against the Federation Management Board’s resolution on the exclusion of an honorary member is allowed within seven days from its receipt, submitted through the Management Board.

of the Federation.
Federation Authorities

Method of their Election, Competencies

Method of Representing the Federation

§ 26

The authorities of the Federation are:

1. The General Assembly of Delegates
2. The Management Board
3. The Audit Committee

§ 27

1. The term of office of the Federation’s authorities is five years and expires with the term of the next reporting/electoral General Assembly of Delegates.

2. The term of office of the delegates representing the Federation’s members at the General Assemblies of Delegates expires at the end of the meetings to which they were delegated.

3. The election of the Federation’s authorities is conducted among persons nominated by its regular members by open voting with a simple majority of votes cast in the presence of at least half of the delegates entitled to vote. Delegates may decide to conduct a secret vote. This procedure also applies in cases of resignation of the Federation’s authorities.

General Assembly of Delegates

§ 28

The highest authority of the Federation is the General Assembly of Delegates, which:

1. adopts the Federation’s program of action,
2. elects and dismisses the Federation’s Management Board and Audit Committee,
3. reviews reports on the activities of the Federation’s bodies,
4. grants discharge to the Federation’s Management Board,
5. deleted,

6. reviews appeals of members against resolutions of the Federation’s bodies,

5. 7. adopts amendments to the Articles and the Federation’s regulations,
   8. adopts resolutions on proposals from the Management Board, Audit Committee, and Federation members,
   9. adopts resolutions on the dissolution of the Federation and the allocation of its assets,

5. 10. adopts resolutions in cases specified in these Articles as well as in other matters not reserved for the competence of the Federation’s other authorities.

§ 29

1. The General Assembly of Delegates may be regular or extraordinary.

2. The regular General Assembly of Delegates is convened by the Federation’s Management Board as a reporting meeting once a year and as a reporting/electoral meeting once every five years. The Management Board notifies the members about its date, place, and agenda via electronic means at least 7 days before the scheduled date.

3. An extraordinary General Assembly of Delegates is convened by the Management Board:
   1. on its own initiative,
   2. at the request of the Audit Committee,

3. 3. at the request of a regular member.

4. An extraordinary General Assembly of Delegates takes place no later than one month from the submission of the request or adoption of the resolution and deliberates exclusively on the matters for which it was convened. The Management Board notifies the members about its date, place, and agenda via electronic means at least 7 days before the scheduled date.

5. In exceptional situations (natural disaster, epidemic, catastrophe, etc.), an online remote format for the General Assembly of Delegates via electronic communication means is permissible and fully binding. The Management Board decides on this matter by vote during a meeting or online.

§ 30

For its validity, resolutions of the General Assembly of Delegates in all matters require a simple majority of votes cast in the presence of at least half of the delegates entitled to vote.
Federation Management Board

§ 31

1. The Federation’s Management Board:
   1. represents the Federation and acts on its behalf,
   2. adopts the financial plan and manages the Federation’s financial resources and assets,
   3. adopts a detailed action plan for the Federation,

1. 4. establishes contacts and cooperates with state and local government authorities, political and professional organizations, as well as domestic and foreign institutions,

1. 5. establishes and dissolves problem commissions, research teams, and other organizational forms useful for the Federation’s needs,

1. 6. submits a report on the Federation’s activities to the General Assembly of Delegates,
   7. adopts resolutions regarding the admission, withdrawal, and exclusion of Federation members,
   8. convenes regular and extraordinary General Assemblies of Delegates,
   9. employs staff,
   10. adopts resolutions in other cases provided for in these Articles.
2. The Federation’s Management Board consists of two persons elected by the General Assembly of Delegates.

§ 32

1. The President and Vice-President of the Management Board independently represent the Federation in all matters.

2. The President of the Management Board convenes its meetings at least once a quarter.
3. Resolutions of the Federation’s Management Board are adopted by a simple majority of votes of all its members.

4. The detailed procedure for the operation of the Management Board shall be determined by regulations adopted by it.

Audit Committee

§ 33

1. The Audit Committee is the body responsible for controlling the entirety of the Federation’s activities.

2. The Committee consists of three members elected by the General Assembly of Delegates.
3. The Committee elects from among its members a Chairperson who represents it independently.

4. The Audit Committee operates on the basis of regulations approved by the General Assembly of Delegates, and its resolutions are adopted by a simple majority of votes in the presence of all its members.

5. The tasks of the Audit Committee include:
   1. conducting periodic audits of the Federation’s statutory and financial activities,

5. 2. issuing post-audit recommendations after identifying deficiencies in the Federation’s functioning, specifying methods and deadlines for their elimination,

5. 3. submitting reports on the entirety of its activities to the General Assembly of Delegates and requesting the granting or refusal of discharge to the Federation’s Management Board,

5. 4. submitting objections to proposed resolutions, provisions, and initiatives of the Management Board,

5. 5. submitting a request to convene an extraordinary General Assembly of Delegates or a request to convene a meeting of the Federation’s Management Board in case actions by the bodies are found to be contrary to the law, the Federation’s Articles, or the essential interests of the Federation,

6. The Chairperson of the Audit Committee may participate in the Management Board meetings.

7. A member of the Audit Committee may be suspended from duties or removed from its composition if they fail to perform the duties undertaken, act contrary to the Articles, or otherwise betray the trust of the Federation’s members. A request in this matter may be submitted by any regular member of the Federation and requires an absolute written form with justification.

8. The resolution regarding the suspension or removal of a member of the Audit Committee is adopted by the Committee itself by a simple majority of votes, and the removed or suspended member has the right to appeal through the Chairperson of the Committee to the next General Assembly of Delegates within seven days of receiving such a resolution. The final decision in this matter is taken by the General Assembly of Delegates in the form of a resolution.

9. Until the matter is considered by the General Assembly of Delegates, the rights and obligations of the removed or suspended member of the Audit Committee are suspended.

Collegial Court

§ 34

deleted
Assets and Funds

§ 35

1. The assets of the Federation may originate from:

1. 1. membership fees,
   2. subventions and grants,

1. 3. donations, inheritances, bequests and legacies, funds from public offerings, and sponsorships,

1. 4. income from economic activities,

1. 5. income from real estate and movable property owned by or made available to the Federation,

1. 6. dividends due to the Federation from participation in commercial companies,

1. 7. the organization of football matches, sports and recreational events, concerts, charity balls, exhibitions, and other cultural events.

2. The Federation may conduct economic activities in Poland and abroad, in accordance with Articles 33 and 34 of the Act on Associations, in the field of:

1. 1. activities of commercial organizations and employers (94.11.Z PKD)

2.	consultancy in business operations and management (74.14.Z PKD)
3.	market and public opinion research (74.13.Z PKD)
4.	activities related to the organization of trade fairs and exhibitions (74.84.A	PKD)
5.	publishing of magazines and periodicals (22.13.Z PKD)	PKD)
6.	other commercial activities, not elsewhere classified (74.84.B PKD)

7. management of non-residential real estate (70.32.B PKD)
extracurricular forms of education, not elsewhere classified (80.42.Z PKD)

9. publishing of books (22.11.Z PKD)
10. publishing of newspapers (22.12.Z PKD)
11. other publishing activities (22.15.Z PKD)
12. operation of travel agencies (63.30.A PKD)
13. operation of travel agents (63.30.B PKD)
14. operation of tourist agencies (63.30.C PKD)
15. other tourism activities (63.30.D PKD)

16.	other recreational activities, not elsewhere classified (92.72.Z	PKD)
17.	other entertainment activities, not elsewhere classified (92.34.Z	PKD)

18. retail trade outside a chain store network (52.6)
19. hotels and motels with restaurants (55.11.Z PKD)
20. bars (55.40.Z PKD)
21. land transport and others (60.2)

22.	development and sale of real estate on own account (70.11.Z PKD)
23.	purchase and sale of real estate on own account (70.12.Z PKD)
24.	rental of real estate on own account (70.20.Z PKD)
25.	activities of real estate service agencies (70.31.Z PKD)

1. 26. management of residential real estate (70.32.A PKD)

§ 36

1. Statements regarding the Federation’s property matters are submitted solely by the President of its Management Board.

2. The Federation maintains accounting records and manages its financial affairs in accordance with the regulations applicable to legal entities that are not part of the organized economic system.

3. The fiscal year is the calendar year.

4. The income from the Federation’s economic activities is used to achieve its statutory objectives and cannot be distributed among its members.

Rules for Amending the Articles
Method of Dissolving the Federation

§ 37

1. Amendments to the Articles may only be made by the General Assembly of Delegates of the Federation.

2. In the event of an intended amendment to the Articles, a draft of the proposed changes must be submitted along with an invitation to the General Assembly of Delegates.

3. An application to amend the Federation’s Articles may be submitted by its Management Board, Audit Committee, and regular members representing at least 1/3 of those entitled to vote at the General Assembly of Delegates

of Delegates.

4. An application for amending the Articles is considered at the next General Assembly of Delegates.

5. An amendment to the Federation’s Articles requires a resolution of its General Assembly of Delegates by a simple majority of votes cast in the presence of at least half of the delegates entitled to vote.

§ 38

1. The dissolution of the Federation occurs by a resolution on dissolution adopted by its General Assembly of Delegates.

2. An application for the dissolution of the Federation may be submitted by its Management Board, Audit Committee, and regular members representing at least 1/3 of those entitled to vote at the General Assembly of Delegates.

3. The application is considered at the next General Assembly of Delegates of the Federation.

4. The dissolution of the Federation takes effect after a resolution is adopted by its General Assembly of Delegates by a simple majority of votes cast in the presence of at least half of the delegates entitled to vote.

5. The resolution on the dissolution of the Federation will specify the liquidation procedure and the purposes for which its assets will be allocated.

6. If the General Assembly does not decide otherwise, the Federation’s Management Board shall act as the liquidator.

Final Provisions

§ 39

For the effective realization of its objectives, the Federation may join other Federations and associations both in Poland and abroad.

§ 40

With respect to the Federation’s salaried employees, the head of the workplace, within the meaning of labor law, is the President of the Federation’s Management Board.

§ 41

In matters not regulated by the Articles, the applicable provisions resulting from the Act on Associations and other binding legal acts shall apply.