The discussion on the possibility of removing the President of the Polish Olympic Committee by an Extraordinary General Assembly currently revolves around one fundamental issue: does the statute of the Polish Olympic Committee grant the Executive Board and the Audit Committee exclusive competence to remove members of those bodies, or is this competence supplementary in nature and does not exclude the powers of the General Assembly as the organisation\u2019s highest authority?<\/p>\n
In my view, the correct interpretation of the statute leads to the conclusion that the Extraordinary General Assembly may adopt a resolution to remove the President of the Polish Olympic Committee before the end of his term of office. The opposing view does not find sufficient support either in the wording of the statute or in the principles governing the functioning of associations.<\/p>\n
Any analysis must begin with determining the constitutional position of the General Assembly. In the structure of an association, it is the highest governing body. It is the members of the association who create the organisation, and the General Assembly is the form through which they exercise supreme authority over all other bodies. It is no coincidence that the Law on Associations grants the General Assembly powers concerning the most important matters of the organisation, including the election of authorities, approval of reports and amendments to the statute. Executive and supervisory bodies are derivative bodies in relation to the community of members expressing their will at the General Assembly.<\/p>\n
For this reason, any limitations on the powers of the General Assembly should result clearly from the statute and cannot be presumed.<\/p>\n
In public and corporate law, there has long been a principle according to which the power to appoint generally includes the power to remove. This is not an absolute rule, but it is an established interpretative guideline for constitutional and organisational provisions. It is reflected both in the functioning of public administration bodies and in company law or the law governing social organisations. If a given body is granted the power to create an organisational relationship, it is generally assumed that it may also terminate the relationship it has itself created. Excluding this principle requires a clear normative basis.<\/p>\n
In the case of the Polish Olympic Committee, the statute does not contain a provision stating that a President elected by the General Assembly may be removed only by the Executive Board or the Audit Committee. Nor does it contain a provision prohibiting the General Assembly from adopting resolutions on the removal of the President. The absence of such an exclusion is of fundamental importance for the assessment of the entire matter.<\/p>\n
The key argument of those supporting the opposite view is the statutory provision granting the Executive Board and the Audit Committee the possibility of removing members of those bodies who fail to perform their duties or who violate the statute or the good name of the Polish Olympic Committee. However, interpreting this provision as establishing exclusive competence raises serious objections.<\/p>\n
First, the statute does not use any wording indicating exclusivity. It does not contain expressions such as \u201csolely\u201d, \u201cexclusively\u201d, \u201conly\u201d or any equivalent linguistic constructions. Second, this provision was designed as a special mechanism enabling the bodies to react immediately to extraordinary situations. Its function is to ensure the efficient operation of the organisation between General Assemblies. Third, the statute provides for appeals to the General Assembly against resolutions adopted by the Executive Board or the Audit Committee. This solution itself indicates the superior position of the General Assembly within the organisational structure of the Polish Olympic Committee.<\/p>\n
Consequently, a far more convincing interpretation is that this is a special competence, constituting an exception to the organisation\u2019s ordinary mode of operation, rather than a provision eliminating the powers of the highest body.<\/p>\n
In court rulings concerning associations, it has been repeatedly emphasised that statutes should be interpreted in a way that ensures the exercise of membership rights and the principles of democratic functioning of an organisation. Accepting the view that the General Assembly lacks competence would lead to the conclusion that the members of the Polish Olympic Committee may elect the President but may not remove him, even if he loses the confidence of a decisive majority of the community. Such a result is difficult to reconcile with the principle of self-governance of associations.<\/p>\n
An even more problematic situation would arise if the Executive Board could at the same time refuse to convene an Extraordinary General Assembly despite the statutory conditions being met. In practice, this would mean the possibility of permanently blocking the control of the highest body over the organisation\u2019s authorities. Such an interpretation would be contrary not only to the principles of the law on associations, but also to basic standards of democratic governance in membership organisations.<\/p>\n
If the statute imposes on the Executive Board an obligation to convene an Extraordinary General Assembly within 30 days of the submission of a proper request by the required number of members, that obligation is binding. The Executive Board is not entitled to examine the political justification of the request or to assess its purposefulness. Its task is to implement the provisions of the statute.<\/p>\n
Refusal to convene the assembly or passive disregard of a statutory obligation may be classified as conduct contrary to the statute and may justify intervention by the registry court and the supervisory authority over the association. Nor can it be ruled out that persistent blocking of the functioning of the organisation\u2019s highest body would constitute an abuse of competence by the Executive Board and could not enjoy legal protection.<\/p>\n
A linguistic, systemic and functional interpretation leads to the same result. The statute of the Polish Olympic Committee does not contain a provision excluding the competence of the General Assembly to remove the President. The powers granted to the Executive Board and the Audit Committee should be treated as a special solution intended to ensure the efficient functioning of the organisation between meetings of the General Assembly. There are no grounds, however, for assuming that this provision deprives the highest body of the Polish Olympic Committee of the right to remove the person whom it itself elected.<\/p>\n
Therefore, it should be recognised that a properly convened Extraordinary General Assembly may adopt a resolution to remove the President of the Polish Olympic Committee, and any attempts at a contrary interpretation require demonstrating a clear statutory basis, which is currently difficult to identify.<\/p>\n
Author: <\/strong>Jaros\u0142aw Cha\u0142as, Managing Partner, Attorney-at-law, Cha\u0142as i Wsp\u00f3lnicy Law Firm<\/p>\n","protected":false},"excerpt":{"rendered":" The discussion on the possibility of removing the President of the Polish Olympic Committee by an Extraordinary General Assembly currently revolves around one fundamental issue: does the statute of the Polish Olympic Committee grant the Executive Board and the Audit Committee exclusive competence to remove members of those bodies, or is this competence supplementary in […]<\/p>\n","protected":false},"author":1,"featured_media":5576,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"tdm_status":"","tdm_grid_status":"","footnotes":"","jetpack_publicize_message":"","jetpack_publicize_feature_enabled":true,"jetpack_social_post_already_shared":true,"jetpack_social_options":{"image_generator_settings":{"template":"highway","default_image_id":0,"font":"","enabled":false},"version":2}},"categories":[10,2663],"tags":[3762,4621],"class_list":["post-5575","post","type-post","status-publish","format-standard","has-post-thumbnail","category-law","category-sport","tag-chalas-i-wspolnicy","tag-jaroslaw-chalas"],"jetpack_publicize_connections":[],"amp_enabled":true,"_links":{"self":[{"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/posts\/5575","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/comments?post=5575"}],"version-history":[{"count":1,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/posts\/5575\/revisions"}],"predecessor-version":[{"id":5577,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/posts\/5575\/revisions\/5577"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/media\/5576"}],"wp:attachment":[{"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/media?parent=5575"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/categories?post=5575"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/ceo.com.pl\/en\/wp-json\/wp\/v2\/tags?post=5575"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}