Statute of Amber Baltic Golf Club

CHAPTER I:
GENERAL PROVISIONS

§1

1. The club is called “Amber Baltic Golf Club,” hereinafter referred to as the Club or Association.
2. The club operates on the basis of the Act of April 7, 1989, on Associations (Journal of Laws No. 20, item 104, as amended), the Act of January 18, 1996, on Physical Culture (Journal of Laws No. 25, item 113, as amended) and these Statutes.

§2

The club has the right to use its own badge, distinctive graphic symbol, and seal in accordance with applicable regulations.

§3

The Club operates throughout Poland and is based in Kołczewo.

§4

The Club's activities are primarily based on social engagement. Holding a position in the Club's governing bodies cannot be remunerated, which does not exclude the reimbursement of costs incurred by members of the governing bodies in connection with the performance of specific tasks.

§5

The club may join associations of physical culture organizations.

CHAPTER II
CLUB OBJECTIVES AND METHODS OF ACHIEVING THEM

§6

The aim of the Club is:

• to organize and promote the sport of golf;
• to develop and protect the rules of golf;
• to promote and support competitive golf.

§7

The statutory objectives will be achieved by taking all available and lawful measures, in particular:

• selecting Club members who meet all criteria for high standards of culture, ethics, and dignity;
• building, operating, and maintaining sports facilities, equipment, and golf equipment in good condition;
• conducting training, educational, and promotional activities related to the sport of golf;
• conducting informational activities;
• organizing competitions, sporting events, and recreational events;
• conducting business activities for statutory purposes and raising funds from other sources, including: collecting membership fees, obtaining grants, subsidies, and donations;
• cooperating with other national, foreign, and international physical culture associations involved in golf.

CHAPTER III
CLUB MEMBERS, THEIR RIGHTS AND OBLIGATIONS

§8

1. Club members are divided into:

   a) ordinary members,
   b) supporting members,
   c) honorary members.

2. Club members may be Polish citizens or foreigners who are permanently registered in Poland or abroad.
3. Any natural person who is at least 18 years of age and represents a high level of culture, ethics, and honor may become an ordinary member of the Club, provided that:

   a) they submit a written declaration to the Management Board requesting admission to the Club;
   b) they are accepted by way of a resolution of the Management Board;
   c) after being admitted to the Club by resolution of the Management Board, the candidate pays the annual membership fee (the fee includes the annual membership fee for the association and the annual fee of the POLISH GOLF ASSOCIATION for holding a handicap card at the Club and the annual fee for playing on the golf course)
   d) undertakes to maintain a handicap card at the Amber Baltic Golf Club in a given calendar year
   e) the annual membership fee has been paid in accordance with the resolution of the Association's Management Board for a given calendar year.
   f) payment of the annual membership fee in the following year is tantamount to automatic continuation of ordinary membership in the club.
   g) did not have membership in the Club in a given calendar year, which expired automatically as a result of the transfer of the handicap card.

4. An ordinary member has the right to:

   a) actively and passively vote in elections to the Club's authorities;
   b) participate in the Club's General Meeting with the right to vote;
   c) participate in events organized by the Club on the terms specified in the regulations established by the Management Board, with the right to be included in the club tournament rankings;
   d) submit motions to the Club authorities;
   e) have their rights protected by the Club.

5. A natural person under the age of 18 may be an Ordinary Member, without the rights listed in point 5(a) and (b), provided that:

   a) their legal guardian submits a written declaration to the Management Board requesting their admission to the Club;
   b) they are admitted by way of a resolution of the Management Board;
   c) after being admitted to the Club by resolution of the Management Board, the candidate pays the annual membership fee (the fee includes the annual membership fee for the association and the annual fee of the POLISH GOLF UNION for holding a handicap card at the Club and the annual fee for playing on the golf course)
   d) the annual membership fee has been paid in accordance with the resolution of the association's Management Board for the given calendar year.
   e) payment of the annual membership fee in the following year is tantamount to automatic continuation of ordinary membership in the club.

6. An ordinary member is obliged to:

   a) comply with the provisions of the statutes and resolutions of the Club's authorities;
   b) promote the sport of golf;
   c) refrain from any activity that could lead to damage to the good name of the Club or its objectives;
   d) actively participate in the implementation of the Club's objectives;
   e) taking an active part in the work of the Club, protecting and respecting the Club's equipment and facilities, and combating wastefulness;
   f) participating, as far as possible, in sporting events organized by the Club;
   g) representing the Club in domestic and international sporting events in which it participates;
   h) paying the annual membership fee in accordance with the Management Board's resolution in force for the given year;
   i) immediately reporting changes of correspondence address, including e-mail address, under pain of considering that in the absence of current addresses, all notifications and resolutions sent to the previous addresses, including the e-mail address, shall be deemed to have been effectively delivered.

7. Ordinary membership shall automatically terminate in the event of:

   a) voluntary resignation submitted to the Management Board in writing;
   b) failure to pay the annual membership fee (the fee includes the annual membership fee for the association and the annual fee of the POLISH GOLF UNION for holding a handicap card at the Club and the annual fee for playing on the golf course) in accordance with the resolution of the Management Board for a given calendar year, unless the member has submitted a written request to the Management Board and it has been accepted.
   c) change of handicap card affiliation to another golf association,
   d) loss of legal capacity;
   e) dissolution or liquidation of the Club;
   f) death of a member.

8. Automatic termination of ordinary membership does not require notification of the member of its termination and the member is not entitled to appeal.
9. Ordinary membership shall also cease in the event of expulsion from the Club by a decision of the Management Board taken by a simple majority of votes. The decision of the Club's Management Board to revoke membership of the Club may be appealed to the General Meeting. The appeal shall be submitted in writing - through the Management Board - within 30 days of the announcement of the decision. The date of announcement shall be the date of delivery of a registered letter by post or via the IT system of the POLISH GOLF UNION or by e-mail to the e-mail address provided by the member. Until the appeal is resolved by the General Meeting, the Club member shall be suspended from their membership rights.

§9

1. Supporting members may be legal entities, domestic or foreign business entities that are not legal entities, interested in and supporting the activities of the Club, which meet the following conditions: submit a written declaration to the Management Board requesting admission to the club, present a method of supporting the club, which will be accepted by the Management Board.
2. A supporting member is admitted to the Club on the basis of a resolution of the Management Board.
3. A supporting member has the right to:

   a) participate in events organized by the Club on the terms specified in the regulations established by the Management Board, with the right to be included in tournament classifications other than those of the Club;
   b) submit motions to the Club authorities;
   c) have their rights protected by the Club.

4. A supporting member who is a legal entity is represented in the Club by its representative, a natural person.
5. Supporting membership shall automatically terminate in the event of:

   a) voluntary resignation submitted to the Management Board in writing;
   b) loss of legal personality by a legal entity;
   c) dissolution or liquidation of the Club.

6. A supporting member has all the rights of an ordinary member except for voting rights and the right to vote at the General Meeting.
7. Supporting membership shall also cease in the event of expulsion from the Club by a decision of the Management Board taken by a simple majority of votes. The decision of the Club's Management Board to revoke membership of the Club may be appealed to the General Meeting. The appeal shall be submitted in writing - through the Management Board - within 30 days of the announcement of the decision. The date of announcement shall be the date of delivery of a registered letter by post or via the IT system of the POLISH GOLF UNION or by e-mail to the e-mail address provided by the member. Until the appeal is resolved by the General Meeting, the Club member shall be suspended from their membership rights.

§10

1. Honorary membership is granted by the Management Board by unanimous resolution of all members of the Management Board to individuals who have rendered outstanding services to the Club.
2. Foreigners permanently residing in Poland or abroad may also become honorary members.
3. Honorary members have all the rights of ordinary members, except for voting rights and the right to vote at the General Meeting.
4. Honorary members are exempt from paying membership fees.

§11

1. Membership fees and registration fees paid to the Club are non-refundable upon termination of membership. At the same time, the member loses the rights and privileges associated with membership, including unlimited access to the golf course.

CHAPTER IV
CLUB AUTHORITIES

§12

1. The Club's authorities are:

   1) The General Meeting,
   2) The Management Board,
   3) The Audit Committee.

2. The term of office of the Management Board and the Audit Committee is four years, and they are elected by open or secret ballot. The method of voting is decided by the General Meeting by a simple majority of votes.

§13

1. The General Meeting is the highest authority of the Club.
2. The General Meeting shall be convened by the Management Board at least once a year, by May 31 of each year, and additionally, if necessary, on its own initiative or at the request or motion of 1/3 of the total number of ordinary members.
3. The powers of the General Meeting include:

   1) establishing the Club's program of activities,
   2) electing and dismissing the Management Board, the Audit Committee, and individual members of these bodies,
   3) reviewing and approving the reports of the Management Board and the Audit Committee,
   4) granting discharge to the Club's Management Board,
   5) adopting resolutions on matters submitted by the Management Board, the Audit Committee, and Club members.

4. Ordinary, supporting, and honorary members participate in the General Meeting, with the exception that honorary and supporting members, as well as ordinary members under the age of 18, do not have voting or electoral rights. Supporting and honorary members may participate in an advisory capacity. The Management Board may invite other persons to participate in the General Meeting in an advisory capacity.
5. The General Meeting shall be valid provided that its members (entitled to vote) have been notified by registered letter sent by post or via the IT system of the POLISH GOLF UNION or by e-mail to the e-mail address indicated by the member, sent fourteen days before the date of the meeting, indicating the agenda.
6. Resolutions of the General Meeting are adopted by a simple majority of votes cast in the presence of at least 50%+1 of Club members entitled to vote, except for matters concerning amendments to the Statutes, the election and dismissal of the Management Board, the Audit Committee and individual members of these bodies, as well as the dissolution of the Club – in these cases, a majority of ¾ of the votes is required.
7. If the required quorum referred to in paragraph 6 is not present, the General Meeting shall be convened at a second date, i.e. thirty minutes after the first date. The General Meeting convened at the second date shall adopt resolutions on all matters included in the agenda, regardless of the number of Club members present and entitled to vote.
8. Ordinary members may participate in the General Meeting only in person.
9. The manner, rules for conducting and documenting General Meeting sessions are specified in its rules of procedure.

§14

1. The Management Board consists of two to five members appointed and dismissed by the General Meeting from among the ordinary members.
2. The Management Board elects the President of the Management Board from among its members and determines the functions of the other members of the Management Board.
3. In order to represent the Club, make statements on its behalf, sign documents, and assume obligations, the joint action of two members of the Club's Management Board is required.
4. The Club Management Board is responsible for all matters not reserved for the exclusive competence of other Club authorities, in particular:

   a) day-to-day management of the Club's activities,
   b) implementation of resolutions of the General Meeting and motions and recommendations of the Audit Committee,
   c) developing programs for the Club's activities,
   d) establishing periodic activity plans and budget estimates,
   f) making decisions on the Club's accession to physical culture associations,
   g) making decisions on the admission of members and termination of Club membership,
   h) awarding honorary membership,
   i) recognizing Club members,
   j) appointing auxiliary bodies and establishing rules for their operation,
   k) approving regulations concerning the Club's activities,
   l) evaluating the activities of Club members.

5. Resolutions of the Management Board are adopted by a simple majority of votes. In the event of a tie, the President of the Management Board or a member of the Management Board chairing the meeting shall have the casting vote.
6. If the number of Management Board members falls below two, the General Meeting shall hold supplementary elections.
7. The Management Board shall draw up draft rules of procedure for its activities, which it shall submit to the General Meeting for approval.
8. Resolutions of the Management Board may also be adopted by telephone voting, e-mail, and fax.

§15

1. The audit committee consists of three ordinary members elected by the General Meeting.
2. Members of the Management Board may not be members of the Audit Committee.
3. The Audit Committee shall elect a chairperson, vice-chairperson, and secretary from among its members.
4. In the event of a reduction in the number of members of the Audit Committee, the General Meeting shall hold by-elections.
5. Resolutions of the Audit Committee are adopted by a simple majority of votes, with 50% of the Committee members present. Resolutions concerning the adoption of the Committee's report and motions to grant discharge to the Management Board require unanimity with 100% of the Audit Committee members present.
6. Members of the Audit Committee may participate in management board meetings in an advisory capacity.
7. The Audit Committee is responsible for:

   - conducting an audit of the Club's overall activities at least once a year and submitting post-audit motions and recommendations to the Management Board;
   - submitting reports to the General Meeting and submitting motions for the discharge of the Management Board.

CHAPTER V
BUSINESS ACTIVITY

§16

1. The club may conduct business activities that support the achievement of its statutory objectives.
2. All income from business activities will be allocated to the Club's statutory purposes.

CHAPTER VI
CLUB ASSETS

§17

1. The Club's assets consist of movable property, real estate, and funds, less receivables, intangible assets, and legal assets.
2. The Club's assets are created and consist of:

   a) membership fees,
   b) grants, donations, bequests, and subsidies,
   c) income from the Club's assets,
   d) proceeds from economic activity,

3. The management of the club's fixed assets, including intangible assets, requires a unanimous resolution of all members of the Management Board.

CHAPTER VII
AMENDMENT OF THE STATUTES AND DISSOLUTION OF THE CLUB

§18

1. Amendments to the Statutes or dissolution of the Club may be decided by a resolution of the General Meeting convened at least fourteen days prior to the date of the meeting, with the agenda specified, adopted by a majority of 3/4 of the votes cast, with at least 50% + 1 of the members entitled to vote present.
2. In the event of a lack of quorum referred to in paragraph 1, the General Meeting shall be convened at a second date, i.e. half an hour after the first date. The General Meeting convened at the second date shall adopt resolutions regardless of the number of Club members present and entitled to vote.

§19

In the event of the dissolution of the Club, a resolution of the General Meeting shall determine the allocation of the Club's remaining assets.