Statute of the Polish Chamber of Power Industry and Environment Protection
I. General provisions
- The Polish Chamber of Power Industry and Environment Protection, hereinafter referred to as the Chamber, is a voluntary and corporate organization of economic self-government representing the economic interests of its Members.
- The Chamber brings together entities conducting production, operating, commercial, design, service, research and training activities in the field of power industry and environment protection in the territory of the Republic of Poland.
The Chamber operates pursuant to the Act of May 30, 1989 on chambers of commerce (Journal of Laws No. 35, item 195, as amended) and the provisions of this Statute.
- The Chamber brings its Members together on the basis of voluntariness, partnership and mutual respect for interests.
- The Chamber shall not have power over its Members, and its activities shall not hinder the autonomy of the Members or encroach on their internal affairs.
- The Chamber's registered office shall be the city of Warsaw.
- The Chamber shall operate in the territory of the Republic of Poland and abroad. In the territory of its activities, the Chamber may establish branches and representative offices in accordance with the provisions of the applicable law.
- The Chamber shall have the right to use badges and seals in accordance with the applicable regulations.
- The Chamber shall use the term IGEiOŚ as an acronym of its name.
II. Objectives and tasks of the Chamber
The objectives and tasks of the Chamber include:
- Acting for fast and stable development of the power industry.
- Acting for environment protection.
- Representation and economic protection of interests of the Members of the Chamber in the scope of their business activities.
- Organizing assistance to the Members of the Chamber in solving their economic, organizational and legal problems related to the taking up and performing their business activities.
- Supporting, preparing and implementing joint ventures in the field of:
- energy investments in the country and abroad,
- projects related to environment protection,
- promoting energy-efficient equipment and technologies for industry,
- obtaining sources of financing for the implementation of undertaken projects.
- Representing interests of the Members of the Chamber in foreign markets.
- Conducting comprehensive activities for the integration of the Members of the Chamber.
- Organizing meetings with public authorities and other entities carrying out public tasks in order to present issues related to the power industry and environment protection.
- Exchange of economic information between the Members of the Chamber and Polish and foreign economic organizations.
- Performing other tasks entrusted to the Chamber by virtue of the Act on chambers of commerce and defined by its statutory authorities.
- Organizing conferences, training and releasing publications on power industry and environmental issues.
The Chamber shall carry out its tasks by:
- Cooperation with authorities, state administration, local, economic and social organizations in order to co-create conditions and legal bases for the conduct of activities by the Members of the Chamber.
- Organizing training and economic, financial and organizational consultancy in the area related to the business activities of the Members of the Chamber.
- Preparing analyses and reports on power industry development activities and actions for environmental protection.
- Cooperating and sharing experience with domestic and foreign chambers of industry and commerce and other local government organizations that bring together business entities.
- Creating conditions for mediation proceedings or amicable settlement of disputes between the Members of the Chamber.
- Conducting publishing activities.
- Setting up field branches, representative offices and industry groups of the Chamber.
- Undertaking actions aimed at protecting the rights and interests of the Members of the Chamber.
- Expressing opinions on draft legal solutions concerning the functioning of the economy, in particular in the field of power industry and environment protection.
- Undertaking business activities.
III. Members, their rights and responsibilities
- The Members of the Chamber may be entities (legal entities, natural persons) conducting business activity, with the exception of natural persons engaged in such activity as an incidental paid occupation, that:
- conduct business activity in Poland in the field of, or for the power industry and environment protection,
- operate in the market for a minimum of 1 year or are legal successors of an entity meeting the other criteria set out in this paragraph.
- Members of the Chamber that are not natural persons shall exercise their rights and obligations through their proxy.
- A person referred to in point 2 above may represent only one Member.
- Founding Members of the Chamber acquire membership upon registration of the Chamber.
- Other Members shall accede to the Chamber at their request, together with a recommendation of 2 Introducing Members upon adoption of a resolution in this matter by the Board of the Chamber. The resolution of the Board may be appealed against to the General Meeting within 1 month from the date of delivery of a copy of the resolution.
- A candidate becomes the Member of the Chamber after receiving a positive resolution of the Board or taking the appeal into consideration by the General Meeting.
The rights of the Members of the Chamber shall include:
- The right to vote and the right to stand in elections for the authorities of the Chamber,
- Use of training and consulting of the Chamber referred to in § 7 point 2 of the Statute,
- Use of equipment, devices and services of the Chamber on the basis of separate regulations,
- Participation with a casting vote in sessions of the General Meeting of the Chamber,
- Making proposals concerning the activity of the Chamber,
- Use of the Chamber logo or graphic symbol.
The responsibilities of the Members of the Chamber shall include, in particular:
- Observing the provisions of the Statute, the contents of resolutions and regulations of the Chamber's authorities.
- Regular payments of membership contributions and other charges in force in the Chamber as determined by its authorities.
- Caring for the repute of the Chamber.
- Participation in the implementation of statutory goals of the Chamber.
The membership contribution shall be determined on the basis of headcount or the amount of revenues earned by the Member. The detailed rules, amount, timing and method of membership contribution payments are set out in a resolution of the Board.
- The membership in the Chamber shall cease as a result of:
- removal with respect to:
- stepping down as of the date of submission of written resignation in that matter,
- loss of statutory membership requirements,
- ceasing to pay membership contributions for a period of 1 year after being called to settle them.
- exclusion from the Chamber in the event of a breach of the provisions of the Statute, deliberate actions to the detriment of the Chamber, and evasion of financial liabilities.
- The removal or exclusion of a Member from the Chamber takes place on the basis of a resolution of the Board of the Chamber. Before adopting the resolution, the Member of the Chamber should be allowed to take a position.
- The excluded Member shall be entitled to appeal to the General Meeting within 1 month from the date of delivery of a copy of the resolution.
IV. Chamber authorities
The authorities of the Chamber shall be:
- General Meeting of the Members of the Chamber.
- Audit Commission.
- Peer Tribunal.
Members of the Board, the Audit Commission and the Peer Tribunal shall be elected
from among persons having the right to represent the Members of the Chamber at the General Meeting. The term of office of the authorities of the Chamber shall be three years and expire with the next General Meeting appointing the aforementioned authorities for a new term of office.
- The General Meeting of the Members of the Chamber, hereinafter referred to as the Meeting, shall be the supreme authority of the Chamber deciding on all matters falling within its scope of operation arising from the performance of its statutory goals.
- The Meeting may be Ordinary or Extraordinary.
- All Members of the Chamber shall participate in the Meeting in person, through their authorities or by proxy.
- Non-Members of the Chamber may participate in the Meeting without the right to vote.
- The Ordinary Meeting shall be convened by the Board once a year.
- The Extraordinary Meeting shall be convened in justified cases by the Board on the initiative of the Board, the Audit Commission or at the request of at least 1/3 of the total number of the Members.
- The Extraordinary Meeting should be held no later than 60 days after the date of receipt of a request to convene it.
- A person requesting to convene the Meeting should include a proposal for the agenda.
- The convening party is obliged to notify all Members of the Chamber of the venue and agenda of the Meeting 30 days before its date by sending written notices to them by registered mail or by electronic means, guaranteeing an effective transfer of information with confirmation of receipt.
- Materials for the Meeting shall be submitted by the Board to the Members of the Chamber 7 days before the scheduled date of the Meeting.
- The Meeting shall be opened by a representative of the Authority requesting to convene it, and they shall also order to elect the Chairperson of the Meeting. In case the Meeting has been convened at the request of at least 1/3 of the total number of the Members of the Chamber, the President of the Board shall open the session and arrange for the election of the Chairperson.
- The Meeting shall be conducted in accordance with the provisions of the Rules of Procedure of the Meeting adopted by the Meeting.
- The Meeting may only adopt resolutions covered by the agenda.
- Resolutions of the Meeting shall be adopted by a simple majority with at least half of Members of the Chamber present on the first date, and by a simple majority regardless of the number of Members present on the second date, subject to the provisions of point 6.
- Each Member shall have one vote in the Meeting.
- Resolutions on the Statute, the dissolution of the Chamber and the allocation of its assets in the event of passing a resolution on its dissolution shall be adopted by the General Meeting by a two-thirds majority of votes.
The competencies of the Meeting shall include:
- Establishment of the Chamber's annual and multi-annual directions of operations and evaluation of their implementation.
- Consideration of reports of the Board, the Audit Commission and the Peer Tribunal.
- Giving the vote of approval to the President and Members of the Board at the request of the Audit Commission, giving the vote of approval to members of the Audit Commission and the Peer Tribunal.
- Election and dismissal of the President, Members of the Board, the Audit Commission and the Peer Tribunal.
- Passing the Statute of the Chamber and its amendments.
- Approval of the Chamber's annual financial estimate.
- Passing the Rules of Procedure of the General Meeting.
- Establishment of field branches and representative offices.
- Adopting resolutions on the dissolution and liquidation of the Chamber and on the allocation of assets of the Chamber.
- Consideration of appeals against decisions of other authorities in matters concerning the Members.
- Approval of the Meeting's regulations adopted by the Board and the Audit Commission.
- Determination of the number of the Members of the Board, the Audit Commission, and the Peer Tribunal.
- Approval of the annual financial statements and deciding on profit allocation or the manner of covering the loss.
- The Board shall be the executive and representative authority of the Chamber.
- The Board consists of 9 to 15 people. The number of the Members of the Board for a given term of office shall be determined by the General Meeting.
- The Board consists of:
- Members of the Board.
- The election of the Members of the Board, including the President, for a term of office shall be made by the General Meeting by secret ballot from among persons entitled to represent the Members of the Chamber.
- At its first session after the election, the Board shall elect from within up to three Vice-Presidents and the Secretary, who, together with the President, shall act as the Presidium of the Board. Candidates for Vice-Presidents and the Secretary may be proposed by any Member of the Board.
- The President organizes and conducts the works of the Chamber's Board.
- In the event of permanent inability of a Member of the Board to perform their function, their resignation or expiration of their mandate pursuant to point 8 section 19, the Meeting shall elect a Member on a supplementary basis in an ordinary procedure.
- The mandate of the Member of the Board, including the President, shall expire with the loss of the right to represent the Member of the Chamber of whom they were a representative at the time of election.
- Meetings of the Board shall be held at least once a quarter.
- Meetings shall be held on the premises of the Chamber, at other places designated by the convening party or by teleconference or videoconference - by means of direct distance communication.
- The Meeting shall be convened by the President of the Board or, in their absence, by the Vice-President of the Board or by the Managing Director of the Chamber in consultation with the President.
- Resolutions of the Board shall be adopted by a simple majority of votes. In the event of a tied vote, the President's vote, or, in their absence, the chairing Vice-President's vote shall prevail.
- It is allowed to adopt resolutions by the Board of the Chamber by casting one's vote in writing or by means of direct distance communication. A resolution so adopted shall be valid if all Board Members have been informed of the content of a draft resolution.
- Detailed rules and procedures of the Board are defined in the Board Regulations adopted by the Board and approved by the Meeting.
- The Members of the Board shall perform their duties in person and it shall not be allowed to replace a member of the Board at a meeting.
The competencies of the Board shall include:
- Implementing resolutions of the General Meeting.
- Representing the Chamber before public administration authorities and other entities.
- Adopting resolutions on incurring of obligations and disposing of rights, the value of which exceeds PLN 500,000.
- Adopting resolutions on membership matters.
- Appointing experts working at the Chamber.
- Establishing the Office of the Chamber and defining the principles of its operation.
- Employment and dismissal of the Managing Director of the Chamber.
- Adopting the Regulations of the Board.
- Promoting the activities of the Chamber.
- Expressing consent to the Chamber's patronages, use of the Chamber's logo and sponsorship of events by the Chamber.
- Preparation of action plans of the Board.
- Preparation of financial estimates and draft budget of the Chamber.
- Management of the property of the Chamber.
- Adopting resolutions on the acquisition or sale of real estate.
- Preparation of the balance sheet, profit and loss account and other components of the Chamber's annual financial statements.
- Applying to the General Meeting for the establishment of field branches and representative offices.
- Supervision of the activities of field branches, representative offices and industry groups of the Chamber.
- Conducting business activity of the Chamber.
- Requesting the General Meeting to dissolve the Chamber.
- Submitting an annual report on operations to the General Meeting of the Members of the Chamber.
- Other matters not reserved in the Statute as competences of the other authorities of the Chamber.
- The competences of the Presidium of the Board shall include:
- organizing the day-to-day work of the Board in periods between plenary meetings of the Board,
- For the validity of a declaration of intent, letters and documents concerning property and non-property rights and obligations of the Chamber, signatures of two Members of the Board are required, including one being a member of the Presidium of the Board of the Chamber.
- For the day-to-day management of the work of the Chamber, the Board shall appoint, as its executive authority, the Office of the Chamber headed by the Managing Director.
- Declarations of intent and commitments on behalf of the Chamber may be made and incurred by the Managing Director of the Office of the Chamber within the limits of powers conferred by the Board of the Chamber.
- The Managing Director of the Office of the Chamber shall perform the rights and responsibilities of the head of the establishment in relation to the staff of the Office of the Chamber within the meaning of the provisions of labor law.
- The Audit Commission is the authority controlling the implementation of resolutions of the Meeting and proper financial management as well as the management of the Chamber's assets.
- The Audit Commission shall consist of 3 to 5 members.
- The Audit Commission shall, at its first meeting after the election, elect from within its Chairperson, Vice-Chairperson and Secretary.
- Meetings of the Audit Commission shall be held as necessary, however, at least once every 6 months and shall be convened by the Chairperson.
- Members of the Audit Commission may not be part of the Board or be permanent employees of the Office of the Chamber.
- The mandate of a member of the Audit Commission shall expire with the loss of the right to represent the Member of the Chamber of whom they were a representative at the time of election.
The competences of the Audit Commission shall include:
- Performing current and annual audits of the overall activity of the Chamber.
- Providing the Meeting with an assessment of the activities of the Board and a motion concerning a vote of approval to the President and Members of the Board.
- Applying to the Meeting for dismissal of the President and Members of the Board.
- Presentation of conclusions and observations concerning the current activities of the Chamber.
- Examination of accounting documents and compliance of expenditures with the budget of the Chamber.
- Control of the management of the property of the Chamber.
- Assessment of the balance sheet, profit and loss accounts and other components of the Chamber's annual financial statements.
- Requesting the Meeting to dissolve the Chamber.
The rules and procedure of the Audit Commission shall be determined by the Regulations adopted by it, which is subject to approval by the Meeting.
- The Peer Tribunal shall be the authority settling disputes between the Members of the Chamber and matters of infringements of the provisions of this Statute.
- The Peer Tribunal shall consist of 3 to 5 members.
- The Peer Tribunal shall elect and dismiss from within its Chairperson, Vice-Chairperson and Secretary.
- The meetings of the Peer Tribunal shall be held as necessary, and shall be convened by the Chairperson.
- The mandate of a member of the Peer Tribunal shall expire with the loss of the right to represent a member of the Chamber of whom they were a representative at the time of election.
The competences of the Peer Tribunal shall include:
- Issuing opinions on matters related to infringing on the provisions of the Statute,
- Settlement of disputes between the Members of the Chamber or between the Members of the Chamber and the Board in membership matters,
- Examining complaints and applications concerning the activities of the Chamber addressed to the Court.
- Requesting exclusion from the list of the Members of the Chamber due to an infringement of the provisions of the Statute or deliberate acts to the detriment of the Chamber.
The rulings of the Peer Tribunal shall be subject to an appeal to the General Meeting within 1 month from the date of service of the ruling.
V. Assets of the Chamber
- The assets of the Chamber consist in movable property, real property, own funds, bank deposits, shares, funds and rights.
- The appropriations covering the costs of operations of the Chamber include:
- entrance fee,
- proceeds from membership contributions,
- proceeds from other contributions,
- proceeds from its own business activity,
- revenues from the property of the Chamber,
- donations, inheritance, subsidies.
- The Chamber shall establish a statutory fund and may create other special-purpose funds.
- The statutory fund is created from the surplus of revenues over the operating costs.
- The statutory fund resources may be used to finance statutory activities.
- Special-purpose fund resources may be used for the purposes for which they were created.
- Decisions to set up the funds referred to in point 3, to transfer cash to them and to liquidate financial resources shall be made by the General Meeting of the Members of the Chamber.
- In the event of dissolution of the Chamber, the assets remaining after the liquidation shall be divided among the Members of the Chamber in proportion to the contributions made in the last 5 years.
- The method of appointment of the liquidator and the detailed method of division of the Chamber assets shall be determined by resolution of the Meeting.
VI. Final provisions
- In matters not governed by this Statute, the provisions of the Act of May 30, 1989 on chambers of commerce shall apply.
- This Statute was adopted at the General Meeting of Members on May 31, 2012.