Abstract

The general rules of representation of an association entered in the National Court Register provide that it is represented by the board. The amendment of 25 September 2015 to the Act of 7 April 1989 on Associations, which introduced new regulations concerning so-called special representation under contracts (e.g. with respect to hiring board members) and in association’s disputes with a board members, is undoubtedly of paramount practical importance. The finally adopted versions of the new provision of Art 11.4 of the Act on Associations currently provides associations with an alternative in that regard. A member of an internal control body may be appointed by a resolution of that body, which in practice is usually the audit committee, or the general meeting of members (meeting of delegates) may appoint (ad hoc or e.g. for the needs of a given project) a legal representative, which will not constitute, however, a new body of the association. Ergo, the current regulation lays down relatively clear rules for performing acts between a board member and the association and to some extent guarantees that such acts are controlled by the audit committee or the general meeting of members (meeting of delegates) of the association. The regulations in force until now did in no way regulate the rules for the performance of acts between a board member and the association. As a result, it generated situation whereby those acts in the majority of cases were performed according to the general roles, which practically meant that agreements with a board member were signed by another board member in accordance with the representation rules specified in the Articles of the Association.

This article aims to present possible variants of solutions when a member of an internal control body or a legal representative literally identified in Art. 11.4 of the Act on Associations have been appointed and practical aspects of the choices made in this respect.