STATUTES OF THE NON-PROFIT ORGANISATION ‘MATO PROJECT’

1. General provisions

1.1. Name and nature of the organisation
  ‘Mato Project’ is a non-profit organisation (hereinafter referred to as the Organisation). It is a voluntary, grassroots initiative of individuals who come together to carry out common statutory tasks.

1.2. Legal form and basis of operation
  The ‘Mato Project’ Organisation is an entity without legal personality, operating as a non-profit organisation.
It is not subject to registration and operates on the basis of:
  • these statutes as an internal act,
  • the Law on Associations,
  • civil and criminal law provisions in force in the territory of the Republic of Poland,
  • intellectual property law provisions, in particular copyright and patent law,
  • European Union law provisions, including regulations of the European Parliament and of the Council.
1.3. Territory of operation
  The organisation operates primarily in the territory of the Republic of Poland, with the proviso that the results of its activities, in particular digital content and works published as part of its projects, are made available internationally via electronic means of communication.

1.4. Duration
  The Organisation was established in November 2019 and operates for an indefinite period.

2. Objectives and means of action

2.1. Objectives of the organisation
  The objective of the Organisation is to support and integrate the community of programmers for non-profit purposes, in particular by creating, developing and making publicly available software and digital tools of an educational, practical and open nature.

2.2. Means of achieving the objectives
  The Organisation pursues its objectives exclusively remotely, using electronic means of communication. Its activities include, among others:
  • initiating, adopting and coordinating programming projects,
  • recruiting and engaging members for projects in accordance with their competences,
  • dividing tasks according to roles and responsibilities within the projects,
  • publishing the results of the work through the Organisation's media (website, digital distribution platforms, code repositories, advertisements, etc.).
2.3. Prohibition of gainful activity
  The Organisation does not conduct business activity within the meaning of the provisions of the Entrepreneurs Law. However, it may conduct unregistered activities in accordance with the law, in particular by offering paid versions of software (‘pro versions’), provided that the income from such activities does not exceed the limits specified in the applicable regulations on unregistered activities. All revenues obtained from unregistered activities and any donations made by natural or legal persons are used exclusively for statutory purposes, such as:
  • development and maintenance of digital infrastructure,
  • purchase of hosting services, domains, advertising and publication licences (e.g. Google Play, Chrome Web Store, Azure Devops),
  • financing tools, artificial intelligence models and technologies used in projects,
  • supporting the availability and distribution of the solutions created.

3. Membership

3.1. Conditions for joining
  Any natural person may become a member of the Organisation who:
  • expresses a willingness to co-create projects within the scope of the statutory objectives,
  • accepts these statutes and the rules of operation of the Organisation,
  • has submitted a declaration of membership in electronic form,
  • has been accepted by a majority vote of the Management Board.
3.2. Members' rights
  Members of the Organisation have the right to:
  • participate in the Organisation's projects,
  • submit and comment on new initiatives,
  • participate in votes on organisational matters, including the election of the Management Board,
  • use the Organisation's resources and tools necessary for the implementation of projects,
  • represent the Organisation within the agreed scope,
  • receive information about the Organisation's activities and plans,
  • use the title of ‘Mato Project member’ in the context of statutory activities.
3.3. Obligations of members
  Members of the Organisation are obliged to:
  • comply with the provisions of these statutes,
  • perform the tasks assigned to them with due diligence,
  • act in accordance with the principles of cooperation, respect and responsibility,
  • maintain confidentiality with regard to non-public information concerning the Organisation's projects and structure,
  • refrain from any actions that could harm the interests, good name or security of the Organisation.
3.4. Loss of membership
  Membership in the Organisation shall cease in the event of:
  • voluntary resignation submitted electronically,
  • death of a member,
  • gross violation of the rules of cooperation, these statutes or actions detrimental to the Organisation,
  • a decision by the Management Board to expel a member, taken by a simple majority of votes,
  • prolonged inactivity or lack of contact (for a period of at least 12 months).
  Any person who terminates their membership is commemorated in the list of former members available on the Organisation's website. At the request of the person concerned, personal data may be replaced by a first name or pseudonym only.

4. Structure and bodies of the Organisation

4.1. Members' Meeting
  The Members' Meeting is the highest decision-making body of the Organisation and is composed of all members.
  The powers of the Members' Assembly include, in particular:
  • electing the members of the Management Board and the President,
  • giving opinions on or approving strategic initiatives,
  The Assembly is held annually on 31 January in electronic form.
  Resolutions are adopted by a simple majority of votes, unless the statutes provide otherwise.
  An extraordinary meeting may be convened at the request of the Management Board or at least 30% of the members.

4.2. Project coordinator
  A project coordinator is appointed for each project by the Management Board.
  The coordinator is responsible for organising and supervising the implementation of project work and reporting on its progress to the Management Board.
  He or she may be dismissed by the Management Board or at the request of the project team.

4.3. Technical councils and working groups
  The organisation may set up working groups and technical councils for advisory, project or operational purposes.
  The rules of operation and composition of these teams are determined by the Management Board depending on the project needs.
  Participation in the teams is open to members in accordance with their competences.

4.4. Management Board
  The Management Board is the executive body of the Organisation, responsible for managing its day-to-day activities and implementing the resolutions of the Members' Meeting.
  Only persons who have been members of the Organisation for at least 12 months prior to the date of election may be members of the Management Board.
  Elections to the Management Board are held annually, electronically, on 31 January.
  Every member of the Organisation who has active and passive voting rights may vote or stand as a candidate (in accordance with point 2).
  The Management Board consists of at least three persons, including the President.
  The President is elected from among the members of the Management Board and may serve for a maximum of two consecutive terms.
  After completing two terms, the President may not run for re-election for at least one year, but may remain a member of the Management Board.
  Resolutions of the Management Board are adopted by a simple majority of its members.

5. Decision-making rules

5.1. Procedure for convening meetings
  The Ordinary General Meeting of members is convened once a year, on 31 January, in remote form, using publicly available electronic tools enabling identification, voting and documentation of decisions.
  Information about the planned Meeting must be published at least 14 days before its date and include the agenda, proposed resolutions and the procedure for participation.
  An extraordinary meeting may be convened at any time at the request of: the management board,
  • at least 30% of all members,
  • or in situations requiring urgent intervention or strategic decisions.
  The date of an extraordinary meeting may not be less than 7 days in advance, unless the vital interests of the Organisation are at stake.

5.2. Voting and resolutions
  Voting takes place electronically and is available to all members with active voting rights. Each member has the right to:
  • vote ‘for’ or ‘against’ a draft resolution,
  • abstain from voting, which is recorded in the results,
  • submit amendments and proposals for changes to draft resolutions, provided that the deadline for submitting amendments has not expired (at least 48 hours before the start of voting).
  Resolutions are adopted by a simple majority of votes, with at least half of those eligible to vote present.
  In the event of a tie, the President of the Management Board has the casting vote, if he or she participated in the vote.
  Resolutions concerning amendments to the statutes or dissolution of the Organisation require a qualified majority of 2/3 of the votes.
  The results of the votes, together with a summary of the content of the resolutions and any amendments, shall be published in a permanent and accessible manner on the Organisation's official channels.

5.3. Consensus and majority vote
  The Organisation shall endeavour to take decisions by consensus, especially on technical, design and personnel matters.
  Consensus means that no objection to a proposal has been raised after all interested parties have been given the opportunity to express their views.
  If no consensus is reached within a reasonable period of time (e.g. 7 days of discussion), the matter shall be put to a majority vote in accordance with the rules set out in point 5.2.
  The Management Board shall take decisions by a majority vote in the presence of at least half of its members.
  In urgent cases, voting by circulation is permitted, with the obligation to approve the result in the minutes at the next meeting of the Management Board.

6. Rules for the publication and use of projects

6.1. Licences and intellectual property
  Projects created within the Organisation are subject to legal protection in accordance with applicable copyright and patent laws.
  By default, all works and software created within the framework of projects are published under closed licences (e.g. ARR), which allows for their free use but prevents modification and further distribution by unauthorised persons. The licence may also be changed by the project coordinator during general arrangements to an open licence (e.g. GNU GPL, MIT, Apache).
  The intellectual property of the resulting projects remains shared between the Organisation and its members, with the rights to use them granted without restriction for statutory purposes.
  Each member is required to indicate the sources of external materials and tools used and to comply with the licences of the original creators.

6.2. Co-creation and publication rules
  Participation in projects is voluntary and open to members of the Organisation in accordance with their competences and interests.
  Before publication, each project must be approved by the Project Coordinator and the Management Board, who assess its compliance with the Organisation's objectives and quality and safety standards.
  Projects are published through the Organisation's official channels, such as its website, source code repositories, application distribution platforms (e.g. Google Play, SourceForge, Github) and social media.
  Members are required to ensure transparency and accountability in the publication process and to respond to comments and errors reported.

6.3. Cooperation with third parties
  The Organisation may cooperate with natural and legal persons outside its membership in order to implement projects or support its statutory activities.
  Such cooperation requires the conclusion of appropriate agreements or arrangements specifying the scope, rights and obligations of the parties and the rules for the use of the results of the cooperation.
  Third parties involved in projects must accept the rules for the use of intellectual property in accordance with the provisions of the statutes.
  The organisation reserves the right to supervise the course and results of cooperation and to refuse to publish materials that do not meet the statutory requirements.

7. Assets and finances

7.1. Sources of funding
  The organisation finances its activities from funds derived in particular from:
  • voluntary donations from natural and legal persons,
  • revenues from the provision of extended (commercial) versions of projects, while maintaining the limits of unregistered activity,
  • micropayments, private grants and funds obtained from platforms supporting independent creators (e.g. patronite, buymeacoffee)
  • grants, competitions and programmes supporting software development or social activities,
  • other legal sources not exceeding the non-profit nature of the Organisation.
  The Organisation does not conduct economic activity within the meaning of the Entrepreneurs Law, but allows unregistered activity within the limits specified by law, including monthly income limits.

7.2. Expenditure of funds
  All funds obtained by the Organisation are used exclusively for the implementation of its statutory objectives.
  In particular, the funds may be used for:
  • server and hosting infrastructure fees,
  • purchase of internet domains and security certificates,
  • promotion and advertising of projects (including paid campaigns),
  • fees for distribution on external platforms (e.g. Google Play, Chrome Web Store),
  • purchase of licences and artificial intelligence models supporting programming activities,
  • software, hardware or other tools necessary for the implementation of projects.
  Decisions on expenses are made by the Management Board by a majority vote.
  The Organisation's financial documentation is available only to members of the Management Board and supervisory bodies, if established.

7.3. Prohibition on distribution of profits
  The Organisation does not operate for profit, and any financial surpluses obtained in the course of its activities are indivisible and must be used exclusively for the achievement of its statutory objectives.
  Members of the Organisation are not entitled to any share in the Organisation's assets or any form of dividend, share in profits or financial compensation for their participation, except for the possible reimbursement of actual costs incurred on behalf of the Organisation (e.g. fees or purchases with the consent of the Management Board).
  The Organisation's assets are not subject to inheritance, assignment or disposal for the benefit of members or third parties, except for activities in accordance with the Statutes.

8. Amendment of the Statutes

8.1. Procedure for proposing amendments
  Proposals for amendments to the Statutes may be submitted by:
  • any member of the Management Board,
  • any member of the Organisation with at least 12 months' seniority.
  The proposal must be submitted in writing or electronically, together with a justification and the proposed content of the amendment.
  Proposals are addressed to the Management Board, which is required to consider them within 30 days of the date of submission.

8.2. Procedure for approving amendments
  Amendments to the Statutes may only be adopted by the Management Board.
  A qualified majority of at least 2/3 of the votes of the Management Board is required to adopt an amendment.
  The amendment shall enter into force on the date specified in the resolution, but not earlier than 7 days after the decision is taken.
  The consolidated text of the Statutes, including the amendments, shall be kept in the Organisation's internal archive, accessible to members of the Management Board and Coordinators.

9. Dissolution of the Organisation

9.1. Procedure for dissolution
  The Organisation may be dissolved only by a unanimous decision of all members of the Management Board.
  The technical and formal condition for the dissolution of the Organisation is the prior settlement of all financial obligations and the termination of active legal obligations.
  The announcement of the dissolution of the Organisation must be made public, at least through the electronic communication channels used by the Organisation to date (e.g. website, instant messenger, repositories).
  The dissolution of the Organisation does not automatically mean the deactivation of the website or the cessation of existing projects, unless this is prevented by the technical condition of the infrastructure.

9.2. Disposal of assets after dissolution
  In the event of the dissolution of the Organisation, all remaining assets shall be used to achieve objectives consistent with the Organisation's previous mission, unless the Management Board decides otherwise, in accordance with applicable law.
  The rights to digital projects published by the Organisation shall pass to their original authors (project founders), who may continue to develop or maintain them on their own.
  Servers, domains, infrastructure and platform accounts may be maintained until their natural expiry or until funds are exhausted, without the need for further management.
  The Management Board may decide to symbolically retain the domain or an archived version of the website as a repository of the Organisation's memory.

10. Final provisions

10.1. Unregulated matters
  In matters not regulated by these Statutes, the relevant provisions of law in force in the Republic of Poland shall apply, in particular:
  • provisions of civil and criminal law,
  • copyright and intellectual property law,
  • provisions concerning unregistered activities,
  • European Union regulations and rules applicable to the activities of social and digital organisations.
  The interpretation of the provisions of the Statute and the resolution of any disputes shall be the responsibility of the Management Board.

10.2. Entry into force of the Statute
  This Statute shall enter into force on the date of its adoption by the Management Board.
  The Statute shall be valid from 1 November 2019, with no specified expiry date.
  Any amendment to the Statute shall be valid from the date specified in the relevant resolution, in accordance with the procedure set out in Chapter 8.
  The Statute is a document that takes precedence over all internal regulations, instructions and operational arrangements within the Mato Project Organisation.