§1

1. The name of the Association shall be Polish Aligners Academy, hereinafter referred to as “Association”. The Association may use the English name “Polish Aligners Academy” or the abbreviation “PAA”.
2. The Association is registered in the register of associations, other social and professional organizations, foundations and independent public care facilities of the National Court Register and has legal personality.
3. The Association shall operate on the basis of the provisions of the Law of April 7, 1989 on Associations (Journal of Laws 2019.713 t.j. of 2019.04.17 as amended) and these Articles of Association.

§2

1. The Association shall be established for an unlimited period of time.
2. The Association is located in Wroclaw.
3. The area of operation of the Association is the territory of the Republic of Poland, but the Association may also operate outside its borders.
4. The Association may belong to other national and international organizations with similar objectives.
5. The Association may use badges and seals to mark its activities.

§3

1. The activity of the Association is based primarily on the social work of its members. To conduct its affairs, the Association may hire employees.
2. The Association may carry out paid activities within the scope of the provisions of this statute, the income from which is allocated entirely to statutory activities.
3. The Association may employ employees for remuneration not exceeding in any consecutive three months 3 times the average monthly salary in the enterprise sector, as announced by the President of the Central Statistical Office for the previous year.

§4

1. The Association is an association of individuals, not operating for profit, formed to support all processes related to the development of knowledge among dental practitioners and expanding public awareness of dentistry and oral hygiene.
2. The purpose of the Association is:
   • to develop the medical knowledge of its members in the field of dental disciplines and to spread the achievements of science among the general public of doctors and other health care professionals in the field of dentistry;
   • raising new medical questions, including those of an interdisciplinary nature;
   • upskilling the professional level of dentists, physicians and other health care professionals in the field of dentistry by educating them and further perfecting within the field of dentistry;
   • shaping the social attitude and professional ethics of the medical community;
   • participation in the organization of medical care, especially dental care;
   • supporting medical knowledge, with particular emphasis on health education in preventive care and dental treatment;
   • interaction with the medical self-government;
   • cooperation with other organizations and entrepreneurs in matters concerning dental practitioners and other health care professionals in the field of dentistry in Poland and abroad, in particular, cooperation with the Polish Orthodontic Society;
   • scientific, scientific and technical, L&D activities, including those involving education;
   • giving opinions on projects, initiating programs, legal solutions in the field of medical care, especially dental care.

§5

1. The Association pursues its objectives by:
   • organizing scientific and training activities, lectures, courses, symposia, conferences, conventions and scientific congresses;
   • publishing activities;
   • announcing competitions for the development of major issues in the field of dentistry and awarding prizes for these studies;
   • exhibitions, congresses, presentations, scientific trips, etc;
   • contacts and cooperation with international dental organizations, foreign scientific associations, and participation of Association members in international conventions and conferences;
   • exchange scientific and training internships with foreign scientific associations;
   • access to scientific journals on dental topics;
   • other work aimed at improving dental knowledge in Poland, as well as health care and science;
   • representation of all members of the Association before state, administrative and local authorities in professional matters.
2. The Association may conduct business in the following areas:
   • Other extracurricular forms of education, not elsewhere classified – Polish Classification of Activities 85.59.B;
   • Publishing of books – Polish Classification of Activities 58.11.Z;
   • Publishing of magazines and other periodicals – Polish Classification of Activities 58.14.Z
   • Activity related to organization of fairs, exhibitions and congresses – Polish Classification of Activities 82.30.Z;
   • Activities of professional organizations – Polish Classification of Activities 94.12.Z;
   • Research and development work in the field of other natural and technical sciences – Polish Classification of Activities 79.19.Z

§6

The Association has members, affiliate members and honorary members.

§7

1. A member of the Association may be an individual who:
   • is a person practicing the profession of a dentist or a doctor of another specialty, who identifies with the objectives of the Association;
   • has an impeccable social reputation and no proceedings are pending against him/her that could undermine this reputation, in particular, he/she has no criminal record by a final court judgment for an intentional crime prosecuted by public indictment or a fiscal crime, or a judgment of a screener for professional liability of the relevant Medical Chamber;
   • will submit to the Association’s Board of Directors an acceptance of the Association’s Articles of Association and a membership application form in writing;
   • will present a written positive opinion of at least three members of the Association.
2. A candidate for a member should submit to the Board of the Association a written application to become a member. The application should document the fulfillment of the criteria established in paragraph 1 above. The candidacy shall be approved by a resolution of the Board of Directors adopted in a secret ballot by a 2/3 majority.

§8

1. An affiliate member of the Association may be a natural or legal person declaring financial, material or substantial assistance for the fulfillment of the Association’s goals.
2. One becomes an affiliate member after submitting a written declaration on the basis of a resolution of the Board.
3. Affiliate members are not obliged to pay membership fees.
4. Affiliate members do not have passive and active electoral rights, but may participate in the statutory authorities of the Association with an advisory vote, in addition, have the same rights as members.
5. Affiliate member is obliged to fulfill the declared services, comply with the statute and resolutions of the authorities of the Association.

§9

1. An honorary member of the Association may be an individual who has made an outstanding contribution to:
   • fulfillment of the objectives of the Association in other activities than those of the Association;
   • development of Polish dentistry;
   • development of other areas of human life, considered by the members of the Association as important for the area of activities and objectives of the Association.
2. Honorary members are accepted on the basis of a resolution of the Board of Directors adopted by a majority of ¾ votes at the request of 7 members of the Association.
3. Honorary members are not obliged to pay membership fees. By decision of the Board of Directors, they may be exempt from payment of fees for participation in conventions, symposia, conferences or other events organized by the Association.
4. In other respects not regulated above, honorary members have the same rights as members. They are also obliged to comply with the statute and resolutions of the Association’s authorities.

§10

1. Members have the right:
   • of passive and active participation in elections of the authorities of the Association,
   • to use and participate in all forms of activities of the Association in the manner specified in the resolutions of the authorities,
   • to participate in meetings, lectures and events organized by the Association,
   • to submit proposals related to the activities of the Association.
2. Members of the Association are entitled to:
   • the right to use the signs of the Association, the identification card of the Association and the Association’s attire,
   • the right to use the premises of the Association for meetings related to the activities of the Association and for other purposes, if they do not conflict with the activities of the Board of Directors of the Association and after obtaining the consent of the Board of Directors of the Association,
   • the right and priority to participate in meetings and events organized by the Association, with the possibility of inviting their own guests from outside the Association’s membership, exercised in agreement with their organizers and only in the presence of invitees.
3. Members are obliged to:
   • take part in the activities of the Association and the fulfillment of its objectives,
   • comply with the statute and resolutions of the authorities of the Association,
   • to pay regular dues, if such are established.

§11

Loss of membership occurs as a result of:

1. written resignation submitted by the member to the Board of Directors,
2. exclusion by resolution of the Board of Directors of the Association adopted at the written request of at least three members of the Association or the Board – due to:
   • violation of the Statute and failure to comply with the resolutions of the Association’s authorities or other behavior unworthy of an Association member,
   • actions contrary to the objectives of the Association as described in §4,
   • notorious (at least three times) unjustified evasion of participation in the work of the Association, including in particular participation in the General Assembly of the Association,
   • arrears in payment of dues for a period of at least half a year, after a double written reminder by the Board of Directors undertaken at least 1-month intervals.
3. loss of public rights by a final court judgment,
4. death of a member or loss of full legal capacity.

§12

Within 14 days from the delivery to the member of a notice on the adoption of a resolution on deprivation of membership, the interested party has the right to appeal against the resolution to the General Assembly of Members. The resolution of the General Meeting of Members to accept the appeal and maintain the membership of the interested party shall be adopted by a majority of 2/3 of the total number of members of the Association entitled to vote. If a qualified majority is not obtained, the appeal is rejected and the loss of membership becomes final. The resolution considering the appeal shall be adopted at the next General Meeting of Members convened after the date of the appeal.

§13

The authorities of the Association are:

1. the General Assembly of Members,
2. the Board of Directors,
3. the Audit Committee.

§14

1. The term of office of all elected authorities of the Association shall be three years.
2. The election of members to the elected authorities of the Association shall be carried out by the General Assembly of Members and shall take place in an open vote by an absolute majority.
3. Members of the authorities of the Association may not be sentenced by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.

§15

Resolutions of the elected authorities of the Association are adopted by the majority of votes, with the presence of at least half of the members entitled to vote, in open voting, unless specific provisions of the Articles of Association or the law provide otherwise.

§16

1. The General Meeting of Members is the highest authority of the Association.
2. The General Meeting of Members shall be attended by members and honorary members with a casting vote, affiliate members with an advisory vote and guests invited by the Board.
3. The General Meeting of Members may be ordinary and extraordinary.
4. Ordinary General Meeting of Members shall be convened once every two years by the Board of the Association. The date and place of the meeting shall be announced by the Board to all members at least 7 days before the date of the meeting. Notification of the date and planned agenda of the General Meeting of Members shall be made to the e-mail address indicated by the Member in the membership declaration. The Member should immediately notify the Board of Directors of any change in e-mail address, otherwise the notice shall be effectively delivered to the address indicated in the membership declaration.
5. An Extraordinary General Meeting of Members may be held at any time. It is convened by the Board of Directors on its initiative, at the request of the Audit Committee or at the written request of at least 1/3 of the total number of members of the Association. The same bodies and persons may submit draft resolutions for consideration by the General Assembly of Members. Notification of the date and planned agenda of the Extraordinary General Meeting of Members shall be made to the e-mail address indicated by the Member in the membership declaration. The Member shall immediately notify the Board of Directors of any change in e-mail address, otherwise the notice shall be effectively delivered to the address indicated in the membership declaration.
6. Resolutions of the General Meeting of the Association shall be adopted by an absolute majority of votes, subject to §12 and other provisions of the Articles of Association. As a rule, voting is open.
7. The powers of the General Meeting of Members include:
   • determining the main directions of the Association’s activities and development,
   • adoption of amendments to the Articles of Association,
   • electing and dismissing all authorities of the Association,
   • granting discharge to the Board of Directors upon the proposal of the Audit Committee,
   • examining reports on the activities of the Board of Directors and the Audit Committee,
   • adopting the budget,
   • adopting the amount of membership fees and all other benefits for the Association,
   • considering the appeals referred to in §12 of the Statute,
   • considering motions and demands submitted by members of the Association or its authorities,
   • considering appeals against resolutions of the Board of Directors,
   • passing a resolution on the dissolution of the Association and the allocation of its assets for a social purpose.
8. At the time of the General Assembly of Members, a member of the Association with active voting rights may grant a proxy to vote on his behalf with explicit instructions to another member. Each member may have at most one proxy. A vote cast in this manner may be invalidated only if it was cast against explicit instructions, and the decision in this regard shall be made by the Audit Committee.

§17

1. As a result of a decision of the Board of Directors or on the initiative of 1/3 of the members of the Association entitled to vote presented for the Board’s consideration, voting within the General Assembly of Members may be held through means of distance communication, using publicly available means of telecommunication or a dedicated system.
2. Voting by means of remote communication shall be preceded by an announcement sent by the Board of Directors 7 days prior to the date of voting, together with proposals for resolutions to be adopted and a call to members entitled to vote to submit motions or proposals for resolutions. Until the start of the voting, the proposers may introduce amendments to the submitted motions or resolutions.
3. Discussion of resolutions to be adopted shall be held on the date and at the times designated by the Board of Directors in the announcement. Until the deadline, members entitled to vote may also send their positions to the Board in writing or in documentary form.
4. At the end of the discussion, the Board of Directors shall send to all members of the Association who are entitled to vote a call to vote, together with the email address to which the member should send his/her vote and a list of resolutions with their assigned numbers and their current content. Voting lasts no less than 3 and no more than 7 days.
5. Voting by means of remote communication shall be carried out using e-mail addresses or other data communications systems, which have been registered in advance by the member by submitting the relevant statement in writing no later than 3 days before the date of voting at the General Meeting of Members. The submitted statement shall remain valid for all subsequent General Meetings of Members until it is effectively revoked. The Board of Directors shall decide whether to accept a method of voting other than electronic correspondence (e-mail).
6. The Board of Directors shall take appropriate steps to ensure the secrecy of voting, if such a requirement arises from the law, the Articles of Association or a resolution of the General Meeting of Members.
7. There shall be no obstacle to the General Meeting of Members being held by casting votes by electronic correspondence or other means of remote communication and by direct participation of the member in the General Meeting of Members.

§18

1. The Board of Directors is appointed to manage the activities of the Association in accordance with the resolutions of the General Assembly of Members. The Board of Directors represents the Association externally through a consensual statement of intent of two of its members.
2. The Board of Directors of the Association shall consist of no more than 5 persons – the President of the Board, two Vice Presidents, Treasurer and Secretary.
3. The General Assembly of Members shall elect the President of the Board and, upon its proposal, two Vice Presidents, a Treasurer and a Secretary. If the persons indicated by the President of the Board of Directors as Vice Presidents, Treasurer or Secretary are not elected by resolution of the General Assembly of Members, the General Assembly of Members may accept the candidacy of other persons indicated by 20% of the members of the Association.
4. The powers of the Board include:
   • implementation of the objectives of the Association,
   • implementation of resolutions of the General Assembly of Members,
   • drawing up work plans and budget,
   • supervision of the Association’s cash register,
   • exercising management over the property of the Association,
   • adopting resolutions on the acquisition, disposal or encumbrance of the Association’s property,
   • representing the Association externally, through a unanimous declaration of intent by two of its members,
   • convening the General Meeting of Members,
   • appointing holders of a commercial power of attorney and authorized representatives,
   • approving the Association’s financial statements,
   • admitting new members,
   • performing activities in all matters not reserved to the competence of other authorities of the Association.
5. Meetings of the Board of Directors are held as needed, but at least once a quarter.
6. The Association may reimburse reasonable expenses for serving on the Board of Directors. The rules for reimbursement are developed in a separate document approved by the General Assembly of Members.

§19

1. The Audit Committee is established to control the activities of the Association.
2. The Audit Committee shall consist of 3 members – Chairman, Vice-Chairman and Secretary. Members of the Audit Committee may not be members of the Board of Directors or be married to them, in cohabitation, in a relationship of consanguinity, affinity or business subordination.
3. The General Assembly of Members shall elect the Chairman of the Audit Committee, Deputy Chairman and Secretary.
4. The Association may reimburse reasonable expenses for serving on the Audit Committee.
5. The powers of the Audit Committee include, in particular:
   • controlling the activities of the Board of Directors,
   • filing audit findings at the General Meeting of Members,
   • the right to request the convening of the General Meeting of Members and the meeting of the Board of Directors,
   • submitting motions for the discharge of the Association’s authorities,
   • reporting on its activities at the General Meeting of Members,
   • giving an opinion on the financial report approved by the Board.

§20

In the event that the composition of the Association’s authorities is reduced – by resignation, death of a member of the body, during the term of office, their composition may be supplemented by co-option, which shall be made by the remaining members of the body that has been reduced, which does not conflict with the powers of the General Assembly of Members referred to in §16 or §18.3. In this mode, no more than half of the composition of the body in question may be appointed, and the election should be approved by a resolution of the General Assembly of Members held on the first upcoming date.

§21

The assets of the Association are formed:

1. from membership fees,
2. donations, inheritance, bequests,
3. grants,
4. public collections,
5. paid activities of the Association,
6. sponsorship agreements.

§22

1. All funds must be kept in the account or cash register of the Association.
2. The Association shall conduct financial management in accordance with applicable regulations.
3. Decisions on the acquisition, disposal and encumbrance of assets of the Association shall be made by the Board of Directors.
4. The assets of the Association may not be the subject of collateral security, the subject of a loan in relation to its members, members of its bodies or employees, as well as persons with whom the members, members of the bodies and employees of the Association are married, in cohabitation or in a relationship of kinship or affinity in a direct line, kinship or affinity in the collateral line to the second degree or are related by adoption, guardianship or custody, hereinafter referred to as “related persons”.

§23

1. Resolution on amendments to the Articles of Association and resolution on the dissolution of the Association shall be adopted by the General Meeting of Members by a qualified majority – two-thirds majority, with at least half of the eligible voters present.
2. When adopting a resolution on the dissolution of the Association, the General Meeting of Members shall determine the manner of its liquidation and allocation of the Association’s assets.

§23

In matters not regulated in this statute, the provisions of the Law on Associations and other legal acts shall apply.