General Meeting of Members of an Association: Convening, Proceedings and Adopting Resolutions. Remote and Hybrid Meetings

The General Meeting of Members (walne zebranie członków) is the highest authority of an association and the main forum in which members take decisions on how the organisation operates. The meeting deliberates on a wide range of matters, from approving the financial statements and electing the authorities to amending the statute or dissolving the association. Although the Law on Associations regulates this institution in relatively general terms, properly convening and conducting the meeting is of key importance. Formal defects may render the resolutions adopted invalid.

In this article we discuss the following issues:

1. The General Meeting of Members as the highest authority of an association,
2. Ordinary and Extraordinary General Meetings,
3. The procedure for convening the meeting and the content of the notice,
4. The agenda,
5. Quorum and adopting resolutions,
6. Statute provisions on meetings: what is worth including in the statute,
7. Remote and hybrid meetings: the amendment to the Law on Associations (Article 10(1a)-(1e)),
8. Minutes and reporting obligations.

KHM Law Firm supports associations, foundations and companies at every stage of organising Ordinary and Extraordinary General Meetings: from analysing the statute and preparing draft resolutions, through drawing up notices, rules of procedure and minutes, to legal assistance during the meeting itself (including a remote meeting) and handling changes in the National Court Register (KRS). You will find details of the scope of our services on the page: Organisation of general meetings and shareholders' meetings. We also invite you to read about our services for foundations, associations and public benefit organisations (in Polish).

The General Meeting of Members as the Highest Authority of an Association

Under Article 11(1) of the Law on Associations, the highest authority of an association is the General Meeting of Members. In matters where the statute does not specify the competence of other authorities, adopting resolutions falls to the General Meeting. The Act sets out the matters reserved to the General Meeting only in outline, leaving detailed solutions to the statute (Article 11(1) of the Act).

In practice, the exclusive competence of the General Meeting of Members (hereinafter: the "GMM") most often covers:

1. reviewing and approving the report on the activities of the management board and granting discharge to management board members,
2. reviewing and approving the financial statements and adopting a resolution on the allocation of profit or coverage of loss,
3. approving the reports of the association's other bodies (audit committee, peer tribunal),
4. electing and dismissing members of the management board, the audit committee and other statutory bodies,
5. adopting the statute and its amendments,
6. adopting the main directions of the association's activities and the amount of membership fees,
7. adopting a resolution on the dissolution of the association and the allocation of its assets.

Most of the above matters must be decided at an ordinary GMM, and some, because of their urgency or extraordinary nature, at an extraordinary GMM.

Ordinary and Extraordinary General Meetings

The Law on Associations does not expressly distinguish between ordinary and extraordinary general meetings. This structure was taken from business practice and modelled on the provisions of the Commercial Companies Code (CCC). The division has become established in the statutes of most associations.

The Ordinary General Meeting of Members (hereinafter: the "OGMM") is convened periodically, at least once a year, on a date that allows the annual reports on the activities of the authorities and the financial statements to be reviewed. For associations keeping full accounts, this date must take into account the obligations under the Accounting Act (the financial statements should be approved within 6 months of the balance sheet date, that is by 30 June of the following year).

The Extraordinary General Meeting of Members (hereinafter: the "EGMM") is convened in situations requiring an urgent decision by the members, outside the association's ordinary course of work. Association statutes often provide that the EGMM deliberates only on the matters for which it was convened. This means that, when invitations to the EGMM are sent, all matters to be considered at the meeting must be included in the agenda sent out.

The statute of an association should specify in which situations and by whom an EGMM may be convened. A typical solution provides that the management board convenes an EGMM:

1. on the basis of its own resolution,
2. at the request of the audit committee,
3. on the written request of a specified number of members (for example, 1/3 or 1/5 of the number of members).

Where the request is made by the audit committee or a group of members, the management board is obliged to convene the EGMM within the time limit specified in the statute.

The Procedure for Convening the Meeting and the Content of the Notice

As a rule, the General Meeting of Members is convened by the association's management board. The manner and time limit for notifying members should be regulated in the statute. In practice, the minimum and commonly accepted standard is to inform members of the date, the place (or remote form) and the agenda at least 14 days before the date of the meeting.

The notice should contain:

1. the date (day and time) and place of the meeting or, for a remote meeting, the ICT platform and the login method,
2. a detailed agenda,
3. information on the form of the meeting (in-person, remote or hybrid),
4. the rules for verifying the identity of participants and the manner of exercising voting rights,
5. any draft resolutions,
6. the first and second date of the meeting, if the statute provides for a so-called second date (a mechanism similar to the one in company law).

The form of the notice depends on the provisions of the statute. Alongside paper correspondence, it is increasingly common to allow notification by email, through dedicated membership systems or by an announcement on the association's website. The statute should state clearly in which form the notice produces legal effects.

Example: The statute may provide that the notice is sent by email to the address given by the member in the membership declaration, and that any failure to update this address is the member's own responsibility.

Conduct of the Meeting

The GMM deliberates according to the agenda it has adopted, and the first resolutions of the meeting are most often procedural:

Step 1: the meeting is opened by a management board member (usually the president), who proposes the composition of the Presidium of the GMM.

Step 2: election of the Presidium (the Chair and the Minutes Secretary). In many associations, the statute provides that a member of the outgoing authorities may not sit on the Presidium. This solution is intended to ensure impartiality when the work of the management board is assessed.

Step 3: confirmation that the GMM has been properly convened and is able to adopt resolutions (checking the quorum on the basis of the attendance list).

Step 4: adoption of the rules of procedure and approval of the agenda.

Step 5: adoption of resolutions in accordance with the agenda.

Step 6: any other motions, discussion and closing of the meeting.

Each resolution adopted must be recorded in the minutes, together with the voting results (the number of votes for, against, abstaining and not cast).

Quorum and Adopting Resolutions

The Law on Associations does not introduce general quorum requirements for the GMM and leaves this matter entirely to the statute (Article 10(1)(5) of the Act). In practice, the following solution is most common:

1. on the first date, the attendance of a specified proportion of the members entitled to vote is required (for example, 1/2 or 2/3),
2. on the second date, set for the same day, for example 30 minutes after the first date, the GMM is able to adopt resolutions regardless of the number of members present.

The second-date mechanism helps to avoid decision-making paralysis in the association when turnout is low. It may be used on condition that both dates are clearly disclosed in the notice.

As regards the majority of votes required to adopt resolutions, typical statutes provide for:

a simple majority of votes (50% + 1) for most procedural and substantive resolutions,

an absolute majority of votes (for example, 2/3 or 3/4) for resolutions of particular importance, such as amending the statute, dissolving the association or allocating assets after liquidation.

As a rule, voting at the GMM is open. A secret ballot is usually ordered for elections to the association's authorities, for the dismissal of members of its bodies and in matters concerning individuals. The statute may provide for wider use of the secret ballot.

Statute Provisions: What Is Worth Including in the Statute

Under Article 10(1) of the Law on Associations, the statute of an association specifies in particular the association's authorities, the procedure for electing them and filling vacancies, their competences, the manner of representing the association and the conditions for the validity of resolutions of its authorities. Practice shows that, as regards the GMM, a well-drafted statute should regulate in detail:

1. the procedure and time limit for convening the GMM (including the manner and form of notifying members),
2. the minimum period between the notice and the date of the meeting,
3. the quorum on the first and second date,
4. the rules for electing the Presidium and conducting the meeting,
5. the majorities of votes required for particular types of resolution,
6. the rules for secret and open voting,
7. the possibility of holding the meeting in remote or hybrid form and the technical requirements for such a meeting,
8. the procedure for drawing up the minutes and the persons authorised to sign them.

It is also good practice to state in the statute that the association's bodies may meet, adopt resolutions and hold votes both in person and by means of electronic communication.

Remote and Hybrid Meetings: The Amendment to the Law on Associations

The possibility of taking part in meetings of an association's authorities and voting by means of electronic communication was introduced by the so-called Anti-Crisis Shield 2.0 Act, under which paragraphs 1a-1e were added to Article 10 of the Law on Associations. These provisions originally applied only during a state of epidemic threat or a state of epidemic. Once these states had formally ended, doubts arose as to whether associations could continue to meet remotely.

The Act of 23 January 2026 amending the Law on Foundations and the Law on Associations (Journal of Laws of 2026, item 316) repealed Article 10(1e) of the Law on Associations (and, likewise, Article 5(1b) of the Law on Foundations). The amendment entered into force on 27 March 2026. As a result of this change, the provisions allowing remote meetings and remote voting remain in force permanently, regardless of whether a state of epidemic or epidemic threat exists.

The provisions of Article 10(1a)-(1d) of the Law on Associations, now in force on a permanent basis, provide, among other things, that the following are permitted:

1. participation in a meeting of the association's authorities by means of electronic communication, provided that this possibility is indicated in the notice of the meeting, together with a precise description of how to take part and how to exercise voting rights,
2. voting outside meetings of the association's authorities by means of electronic communication, if the members of the authority have consented to this in documentary form,
3. voting by means of electronic communication at meetings, provided that at least the following are ensured: real-time transmission of the proceedings, real-time two-way communication (allowing a member of the authority to speak during the proceedings) and the exercise of voting rights, in person or through a proxy, before or during the meeting.

Article 10(1d) of the Act further provides that the use of electronic communication in votes, both at meetings and outside them, may be subject to different rules or restrictions in the association's statute. The statute may also expressly exclude the application of the above provisions.

From the perspective of legal certainty, we recommend that associations planning to hold the GMM regularly in remote or hybrid form introduce clear provisions on this into their statute, covering:

1. the admissibility of meeting in remote, in-person or hybrid form,
2. the obligation to indicate the form of the meeting in the notice,
3. the obligation to provide members with access to an ICT system that enables them to take part in the meeting, ask questions, submit motions and cast votes,
4. the method of verifying the identity of participants (for example, on the basis of a login in a dedicated system, a username in an instant messaging application assigned to the list of members, or an assigned identifier),
5. the rules for holding secret ballots in electronic form (for example, through dedicated tools that keep the vote anonymous),
6. counting members attending remotely towards the quorum and recording the voting results in the minutes.

Example: Many associations now successfully hold the GMM using widely available platforms (Zoom, Microsoft Teams, Google Meet, Discord), combining them with voting forms (for example, Google Forms) that keep the election of the authorities secret. It is essential that the rules on identification and voting are described in detail both in the statute and in the notice of the meeting.

Minutes and Reporting Obligations

Minutes are drawn up of every GMM and are the basic evidence that resolutions were adopted and that the proceedings were conducted properly. The minutes should include in particular: the date and place (or remote form) of the meeting, the list of members present, confirmation that the meeting was properly convened and is able to adopt resolutions, the content of the resolutions adopted with the voting results, and any objections and formal motions.

For a remote meeting, the minutes may be drawn up in electronic form and signed by the Chair and the Minutes Secretary with a qualified electronic signature, a trusted signature or a personal signature. It is worth providing for this solution expressly in the statute.

It should be remembered that certain resolutions of the GMM, in particular a resolution amending the statute and resolutions changing the composition of the authorities, must be filed with the National Court Register under the procedure and within the time limits laid down in the National Court Register Act.

Summary

The General Meeting of Members is a body of fundamental importance for the operation of every association. Convening and conducting it properly requires strict compliance with both the Law on Associations and, equally importantly, the provisions of the statute, which play a key role for this institution. The amendment to the Law on Associations has opened the way for associations to meet in remote and hybrid form, but making full use of this solution requires clear statute provisions and careful preparation of the technical and organisational side of the meeting.