Statute of the Polish Economic Chamber of Renewable Energy

Statute of the Polish Economic Chamber of Renewable Energy
CHAPTER I
General Provisions
§1
The Polish Economic Chamber of Renewable Energy, further referred to as the Chamber, is an economic selfgovernment organisation representing the economic interests of the entities and their unions which are
associated in it and which are engaged in manufacturing, production, service, construction and trading
activities associated with energy from renewable sources, especially in contacts with state authorities.
§2
1.
2.
The name of the chamber is: The Polish Economic Chamber of Renewable Energy.
The chamber has the right to use the following abbreviation: PIGEO and the name of the chamber in a
foreign language.
§3
1.
2.
3.
The Chamber acts on the territory of the Republic of Poland and beyond its borders. The Chamber may
set up agencies and branch offices in its area of activities
The Seat of the Chamber is the capital city of Warsaw.
The Chamber is established for an indefinite period of time.
§4
1.
2.
3.
The Chamber uses the following seals:
1) a round seal with the following inscription in the rim: Polish Economic Chamber of Renewable
Energy in Warsaw.
2) an address seal with the following inscription: Polish Economic Chamber of Renewable Energy
in Warsaw.
The Chamber may establish its colours, badges and emblem.
The Chamber may use a graphic symbol (logo), registered in accordance with the binding regulations.
§5
1.
2.
3.
The Chamber acts on the basis of the Act of 30th May 1989 on Economic Chambers and the Statute.
The Chamber can be a member of Polish and foreign organisations with aims similar to the statutory
aims of the Chamber.
In order to realise its statutory tasks, the Chamber may conduct economic activities on a general basis
and may join commercial companies.
CHAPTER II
Tasks of the Chamber
§6
The statutory tasks of the Chamber are in particular:
1.
Protection of the environment against the negative effects of energy activity connected with the
production, transmission and distribution of fuels and energy.
These tasks are realised in particular by:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
2.
a.
b.
3.
cooperating with the public administration, legislature and executive bodies, as well as with economic
and socio-professional organisations and scientific establishments, in order to create and implement a
system of support for the use of renewable energy sources;
assessing the environmental impact of energy and formulating conclusions and proposals for actions
by the state administration in order to reduce this impact by expanding renewable energy;
analysing the costs of maintaining and manufacturing facilities which use renewable energy sources;
forecasting the direction of the development of energy, including from renewable energy sources, and
the amount of energy from renewable sources, especially from the point of view of realising state
environmental and energy policy, and submitting the appropriate proposals to the state
administration;
pursuing research work and programmes on and monitoring the use of energy from
renewable sources;
producing analyses, assessments, opinions and conclusions regarding the domestic and foreign market
for energy from renewable sources and regarding the feasibility of designing, building and operating
power stations based on renewable energy sources and of producing such energy;
collaborating in preserving the environment and sustainable development by promoting the
production of energy from renewable sources;
establishing and facilitating contacts between potential investors on the one hand and domestic and
foreign energy organisations on the other hand, in order to promote energy from renewable sources;
acting for the sake of the development of energy from renewable sources in modern organisational
and technological forms,
promoting and supporting increased production of energy from renewable sources and informing
society that an increased use of such energy reduces harmful atmospheric emissions and pollution
caused by heavy mining of fossil fuels;
conducting tasks assigned by government and local government bodies;
realising other goals and tasks regarding the development of energy from renewable sources,c
ontained in government documents and other documents, prepared and adopted by the relevant
government authorities and public administration
Educational activity, comprising:
holding seminars, tuition and workshops; and the provision of organisational, legal and economic
assistance on energy from renewable sources;
cooperation with scientific establishments and schools.
Scientific and scientific-technical activity, comprising:
organisation of scientific conferences and symposiums,
development of cooperation with domestic and foreign economic organisations and scientific
institutions in Poland and abroad,
c. appointment of experts of the Chamber,
d. representation and defence of the interests of the entities belonging to the Chamber vis-a-vis the
state, local government bodies and domestic and foreign organisations,
4. Inspiring the introduction and amendment of legal regulations and presenting opinions on legal
regulations and economic policy concerning energy from renewable sources, as well as the opinions of
individual Members,
5. expressing opinions on the development of energy, including from renewable sources, and on the
drafts of legal instruments and on solutions relating to the functioning of energy from renewable
sources; submitting initiatives for such instruments and solutions; and participating in their
preparation,
6. acting for the sake of the development and upgrading of the professional qualifications of Members of
the Chamber,
7. promoting energy from renewable sources and the economic achievements of Members of the
Chamber,
8. providing consultation and training in the scope of energy from renewable sources, providing
organisational, legal and economic assistance in economic activities of Members of the Chamber and
supporting their initiatives,
9. organising and creating the conditions for settling disputes in arbitration and reconciliation
proceedings,
10. forming and propagating professional ethics and business integrity,
a.
b.
11. realising other tasks.
§7
1.
2.
The Chamber realises its statutory tasks also by:
1) providing assistance to Members of the Chamber in various forms and scope, on the subject
of business activities relating to energy from renewable sources,
2) cooperating with public administration bodies, legislative and executive authorities,
economic and Social and professional organisations and scientific institutions,
3) undertaking work and research programmes and monitoring on the subject of energy from
renewable sources,
4) generating and managing economic information systems,
5) producing and publishing information bulletins, gathering and processing economic
information for the needs of Members or requested by public administration bodies or other
entities,
6) preparing analyses, assessments, opinions and conclusions on the Polish and foreign market
of energy from renewable sources, on the profitability of designing, constructing and
operating power stations based on renewable energy sources and on the production of
energy from renewable sources,
7) analysing the costs of maintenance and production of significance to each branch of energy
from renewable sources,
8) forecasting the direction of the development of energy, including from renewable energy
sources, and the size of energy production from renewable sources, especially from the point
of view of realising state environmental and energy policy, and submitting the appropriate
proposals to public administration bodies;
9) conducting tasks assigned by the government and local government administration and other
public bodies, and delegating representatives to relevant advisory bodies,
10) establishing and facilitating contacts of Members with Polish and foreign energy
organisations to promote energy from renewable sources,
11) participating in fairs, exhibitions and exchanges in Poland and abroad and organising them in
order to promote the achievements and products of Members of the Chamber.
12) cooperating with scientific institutions and schools.
13) appointing experts of the Chamber.
14) organising training, conferences and scientific symposiums.
15) participating in the protection of the natural environment and sustainable development by
propagating energy from renewable sources,
16) cooperating with government agencies, target funds and banks in financing energy
from renewable sources, providing assistance to Members of the Chamber in obtaining funds
for their activities in the above scope,
17) providing organisational and advisory assistance to Members of the Chamber,
18) establishing commissions, departments, offices and other organisational units of the
Chamber,
19) establishing a permanent Court of Arbitration attached to the Chamber,
20) establishing representations, branches, sections, commissions and other units and teams,
21) conducting economic activities according to general principles, through separate
organisational units of the Chamber, to an extent that would not violate the economic
interests of Members of the Chamber.
22) conducting publishing activities.
23) other forms indispensable for the realisation of the statutory aims of the Chamber.
The Chamber may conduct economic activities on a general basis solely for the realisation of statutory
aims, especially:
1) publication of books (PKD 22.11.Z)
2) publication of newspapers (PKD 22.12.Z)
3) publication of journals and periodicals (PKD 22.13.Z)
4) remaining publication activities (PKD 22.15.Z)
5) consulting in the scope of economic activities and management (PKD 74.14.A)
3.
4.
6) advertising (PKD 74.40.Z)
7) activities connected with organisation of fairs and exhibitions (PKD 74.84.A)
8) remaining commercial activities not classified elsewhere (PKD 74.84.B)
9) other forms of teaching, not classified elsewhere (PKD 80.42.Z)
Income from the activities indicated in item 2 can be assigned solely to the statutory activities of the
Chamber.
The Chamber is obliged to apply for the financial resources necessary for the realisation of the tasks
assigned by the government or local government administration.
CHAPTER III
Membership
§8
1.
2.
3.
Any company whose activities are based on the production of energy from renewable sources can
become a member of the Chamber, as well as any company carrying out manufacturing, trade,
construction, education, research and service activities for energy from renewable sources or
connected with such energy.
Companies which took part in the Founding Assembly and signed statute automatically become
Members of the Chamber.
Participation in the Chamber does not restrict a member’s affiliation with other organisations and
associations.
§9
1.
2.
3.
4.
5.
Acquisition of Membership of the Chamber by its founders occurs by adopting the Statute of the
Chamber.
Acquisition of Membership of the Chamber by other companies which satisfy the requirements of the
statute occurs by submitting a written declaration and by the reaching of the appropriate resolution
by the Board of the Chamber.
An accepted member of the Chamber can only be an entity which:
1) is engaged in economic activities, set forth in the provisions of the Statute, on the territory of
the Chamber’s activities in accordance with the binding commercial law
2) has submitted a Membership declaration entailing a commitment to observe the provisions
of the Statute and including information about the entrepreneur and his business,
3) has presented a positive opinion from at least two Members of the Chamber who have been
Members for at least one year
4) has paid the required registration fee.
If Membership of the Chamber is refused, the applicant has the right to appeal to the General Meeting
of the Chamber within 30 days from the date of receiving the refusal in the form of resolution of the
Board.
A resolution of the General Meeting concerning acceptance or refusal of Membership of the Chamber
is final.
§ 10
1.
Exclusion from Membership of the Chamber occurs at the moment of adoption of a resolution by the
Board of Arbitration and Ethics on exclusion from the list of Members, at the motion of the Board. The
Board refers a motion on exclusion from Membership to the Board of Arbitration and Ethics on the
basis of a motion from a member of the Chamber or ex officio in the following cases:
1) discontinuation of the business activity listed in § 8 of the Statute,
2) lack of payment of Membership fees for a period longer than 30 days,
3) a breach of professional ethics and business integrity,
2.
3.
4.
5.
6.
7.
4) activity which harms the Chamber,
5) a blatant violation of the law,
6) a breach of the Chamber’s Statute or of other internal regulations of the Chamber,
7) resignation of a member of the Chamber,
8) death of a member of the Chamber,
9) loss of legal capacity by a member of the Chamber.
Exclusion from the list of Members in the case given in item 1 point 2) occurs following the submission
by the Board of a motion describing a documented period of non-payment of Membership fees by a
member.
Exclusion from the list of Members in the case given in item 1 points 3) to 6) occurs following an
examination of the matter and the issue of a decision on exclusion by the Board of Arbitration and
Ethics.
Within 14 days from the date of receiving a statement of reasons of the decision by the Board of
Arbitration and Ethics on exclusion from the list of Members, the interested party has the right to
appeal to the General Meeting of the Chamber if the above statement of reasons does not comply
with the law. Until his appeal has been considered, the member’s Membership rights are suspended.
A resolution by the General Meeting on exclusion from the list of Members or on annulment of a
resolution by the Board on exclusion is final.
The date of cessation of Membership of the Chamber is the date of issue of a resolution by the Board
of Arbitration and Ethics on exclusion from the list of Members.
Members whose Membership has ceased have no right either to property nor to a refund of
Membership fees or charges.
§ 11
Members of the Chamber have the right to:
1. vote and be elected to organs of the Chamber, unless their Membership rights have been suspended,
2. participate in all forms of activities of the Chamber,
3. take advantage of the services and assistance of the Chamber,
4. receive full information on proceedings and programmes of the Chamber,
5. put forward proposals concerning the activities of the Chamber and its organs,
6. inform about their Membership of the Chamber.
§ 12
Members of the Chamber are obliged to:
1.
comply with the provisions of the Statute and the regulations issued on its basis, and also with the
resolutions of organs of the Chamber,
2. participate in the realisation of the statutory aims of the Chamber,
3. pay Membership fees in due time,
4. actively participate in the activities of the Chamber,
5. uphold the good name of the Chamber and adhere to the norms of social coexistence and the
principles of professional ethics and business integrity.
6. respond to a decision by the Board of Arbitration and Ethics determining the following breaches by a
member of the Chamber’s organs, reported by a member of the Chamber:
a) a breach of the law,
b) a breach of the Chamber's Statute or other internal regulations, or
c) activity that is unethical or detrimental to the Chamber,
within 14 days of receipt of the decision by the Board of Arbitration and Ethics, otherwise the member
of the Chamber will be deemed to be dismissing the member of the Chamber’s organs from his
position,
7. within 14 days of receiving a request from the chairman of a given organ of the Chamber, indicate a
new member of the organ in the event of the expiry of the mandate of a previous member of that
organ who was nominated by the member of the Chamber, otherwise the Member will be deemed to
be waiving this entitlement and agreeing to the cooptation of another person representing another
member of the Chamber.
§ 13
1.
2.
3.
4.
5.
Members of the Chamber who are legal persons exercise their rights and obligations as Members of
the Chamber through organs duly authorised by law to represent them, or through a plenipotentiary.
Members of the Chamber who have no legal personality exercise their rights and obligations as
Members of the Chamber through persons duly authorised by law regulations to represent them, or
through a plenipotentiary.
The General Meeting may confer upon persons who have rendered outstanding service in the
activities of the Chamber or in activities in support of energy from sources with the title of "Honorary
Member of the Polish Economic Chamber of Renewable Energy".
Honorary Membership is held for life. An honorary member does not pay Membership fees.
An honorary member has the right to participate in General Meetings in an advisory capacity.
§ 14
1.
2.
3.
4.
5.
6.
7.
Membership fees are established for a period of one calendar year by the General Meeting, at the
motion of the Board.
Membership fees are payable six months in advance, with deadlines of 20th January and 20th July of
each calendar year by bank transfer to the account of the Chamber.
The obligation of paying a Membership fee arises on the day of approval of Membership of the
Chamber, and ceases on the last day of the period of notice of termination of Membership, or on the
day on which a decision on exclusion from the list of Members or exclusion from the Chamber takes
effect.
Upon application by a member of the Chamber, justifying and documenting his exceptionally difficult
financial situation, the Board of the Chamber may relieve the member from the duty of paying part of
the Membership fee for a period requested by the member or shorter.
Resumption of full payment of the Membership fee is possible only for a period of at least 12 months.
A reduction in the Membership fee of a member who recommended a member of one of the
Chamber’s organs automatically results in the loss of that member’s Membership of the organ in
question and a appointment to his position pursuant to the terms of §17 item 11 of the Statute.
Lack of payment of Membership fees causes loss of Membership of the Chamber according to the
procedure in §10.
§ 15
1.
2.
A supporting member of the Chamber is an entrepreneur who pays a decreased amount of the annual
fee. In such case, the amount of the fee is established by the Board of the Chamber.
A supporting member is entitled to participate in the General Meeting with a right to advise.
CHAPTER IV
Funds
§ 16
The revenues of the Chamber consists of:
1. membership fees,
2. income from the economic activities and property of the Chamber,
3. subsidies, bequests, donations and legacies,
4.
5.
6.
targeted grants,
funds provided for the realisation of tasks assigned by the public administration,
other revenues.
CHAPTER V
Organs of the Chamber
§ 17
1.
The Organs of the Chamber are:
1) the General Meeting
2) the Board,
3) the Board of Control,
4) the Board of Arbitration and Ethics.
2. Members of organs of the Chamber are elected out of an unlimited number of candidates, but subject
to the provisions of § 22 items 2,3 and 5. The manner of election is set forth in election regulations
adopted by the General Meeting in a separate resolution.
3. The term of office of the President, the Board, the Board of Control and Board of Arbitration and
Ethics lasts for three years.
4. Activity in organs of the Chamber is based on the public work of their Members, excluded the
President of the Board
5. The General Meeting, depending on needs, determines principles governing the reimbursement of
costs incurred in participation in proceedings of the Board, the Board of Control and Board of
Arbitration and Ethics.
6. The expiry of the mandate of a member of one of the Chamber’s organs occurs following:
1) presentation of a written resignation from the function held,
2) cessation of Membership in the Chamber or cancellation of representation,
3) death of a member of one of the Chamber’s organs,
4) death of the member of the Chamber who recommended the given member of one of the
Chamber’s organs,
5) loss of legal capacity by the member of the Chamber who recommended a given member of one
of the Chamber’s organs,
6) insolvency of the entrepreneur who recommended a given member of one of the Chamber’s
organs,
7) dismissal from the organ’s composition by a member of the Chamber who recommended a given
member of one of the Chamber’s organs,
8) dismissal as a result of an extended suspension of the Membership rights of a member of one of
the Chamber’s organs, preventing the work of that organ.
7. Due to important reasons, during their term of office, individual Members of the Chamber’s organs
may be dismissed by a resolution of the General Meeting, passed by an absolute majority of votes in
the presence of at least 3/4 (75%) of the Chamber’s Members. In the event of the restructuring of a
given organ in the Statute, the General Meeting may, in a resolution on an amendment to the Statute,
terminate the term of office of a given organ.
8. The expiry of the mandate of a member of a Chamber is determined in the form of a resolution by the
Board of Arbitration and Ethics.
9. If the mandate of a member of one of the Chamber’s organs expires and a vacancy arises, the vacant
mandate shall be filled until the end of the term of office by a person indicated by the member of the
Chamber who recommended the member whose mandate expired.
10. If the Membership rights of a member of the Chamber are suspended, the member of the organ who
was recommended by the suspended member of the Chamber is also suspended in the performance
of his duties.
11. If, in the situation described in item 9 above, no new member of an organ of the Chamber is
recommended, the Board may recommend a new member of the organ itself, taking into account the
results of the last election to the organ in question.
12. A member of an organ of the Chamber whose mandate expired may not hold any function in the
Chamber's organs until the end of the term of office during which his mandate expired.
13. In the cases discussed in item 9, 10 and 13 above, the organ of the Chamber in which a mandate has
expired determines the takeover of the mandate by a new member of that organ by way of a
resolution.
"A"
General Meeting
§ 18
1.
2.
The General Meeting is the highest authority of the Chamber.
The General Meeting has the exclusive right to:
1) adopt and change the Statute of the Chamber,
2) reach decisions on a dissolution of the Chamber, appointment of a liquidator and assignment
of the property of the Chamber if it is dissolved,
3) elect organs of the Chamber,
4) consider appeals against resolutions of the Board of Arbitration and Ethics regarding their
legal compliance,
5) approve the programme of activities of the Chamber and annual preliminary estimates of
revenues and expenditures,
6) approve the annual reports by the Board on statutory activity, economic and financial
activities and the work of the Chamber’s organs,
7) discharge the Board from liability in the performance of its duties,
8) decide on the appointment of a permanent Court of Arbitration attached to the Chamber and
approve a List of Arbitrators,
9) adopt regulations governing the proceedings of the General Meeting and the election rules to
organs of the Chamber,
10) approve the working regulations of the Board of Control and Arbitration and the procedures
of the Court of Arbitration,
11) establish the rules for determining Membership fees,
12) determine the rules for a reimbursement of costs incurred for participating in meetings of the
Board, Board of Control and Board of Arbitration and Ethics,
13) decide on the acquisition, sale and encumbrance of the Chamber’s immovable assets, on the
taking of credits and loans, and on the Chamber’s participation in commercial and civil-law
companies.
§ 19
1.
2.
3.
The General Meeting is convened at least once a year. Members of the Chamber should be informed
of the date and agenda of an extraordinary General Meeting not later than 14 days before the
meeting.
The Board of the Chamber calls an extraordinary General Meeting out of its own initiative or upon a
written demand from the Board of Control or from at least 1/3 of the Chamber’s Members. The
person or body who has demanded an extraordinary General Meeting is obliged to submit its agenda.
An Extraordinary General Meeting should take place not later than 45 days from the date of the
demand. Members of the Chamber should be informed of the date and agenda of the extraordinary
General Meeting not later than 14 days before the meeting.
§ 20
1.
2.
3.
4.
5.
Members of the Chamber or their representatives take part in a General Meeting including also
supporting members of the Chamber or their representatives and an advisory Chairman of the Board,
Board members, members of the Grievance Committee and Ethics, the members of the Audit
Committee and the staff of the Chamber. The provisions of § 13 and § 15 of the Statute apply as
appropriate. Members who have been suspended have no right to take part in a General Meeting.
A General Meeting is opened by the President or one of VicePresident in case of his absence
Each member of the Board or his representative holds a number of votes dependent on his annual
Membership fee. For each 1000 (one thousand) zlotys of paid Membership fees, a member is entitled
to 1 vote. The provisions of § 15 of the Statute apply as appropriate
The provisions of item 3 also apply to elections to organs of the Chamber.
If the agenda of a General Meeting includes consideration of appeals against resolutions by the Board
of Arbitration and Ethics, the General Meeting shall consider these matters first.
§ 21
1.
2.
3.
4.
5.
6.
7.
8.
Unless individual provisions of the statute provide otherwise, resolutions of the General Meeting are
passed by an ordinary majority of votes in the presence of at least half of the Members or their
representatives entitled to vote in the first term. The General Meeting is held in the second term on
the same day, and its resolutions are passed with an ordinary majority of votes irrespective of the
number of attending Members or their representatives who are entitled to vote.
Resolutions on amendments to of the Statute and on a dissolution of the Chamber are adopted
according to the provisions of Chapter VIII of the Statute.
If an equal number of votes is cast, the Chairman of the Meeting has the deciding vote.
Resolutions of the General Meeting are adopted in an open vote, except for resolutions regarding
elections of the President, Members of the Board and Chairmen of the Board of Control and Board of
Arbitration and Ethics which are adopted in a secret vote.
A secret vote is also ordered when such a request has been made by at least 1/3 of the
Members’ representatives taking part in the General Meeting.
The minutes of the General Meeting is signed by its Chairman and Secretary.
Each member has the right to receive the minutes or an extract of the minutes of the General
Meeting.
An extract from the minutes of the General Meeting covering the resolutions adopted by the General
Meeting is signed by the President of the Board, the Vice-President, or a member of the Board acting
on his behalf.
"B"
The Board
§ 22
1.
2.
3.
4.
5.
The Board of the Chamber consists of between 6 (six) and 17 (seventeen Members, including:
1) the President,
2) from three to ten vice presidents who, together with the President, constitute the Presidium
of the Board,
3) remaining Members of the Board.
The Members of the Board are elected by the General Meeting by a standard majority vote, from
among the candidates recommended in writing by the members of the Chamber.
Each member has a right to recommend one candidate for a Member of a Board.
The President of the Board is elected by the General Meeting out of candidates nominated by
Members of the Chamber by an ordinary majority of votes. Each member of the Chamber may
nominate not more than one candidate.
The vice presidents of the Board are elected by the President out of Members of the Board for a
period corresponding to his term of office. Prior to the end of the term of office, the Board may
remove vice presidents with an absolute majority of 2/3 of the votes.
6.
7.
8.
At the invitation of Members of the Board, chairmen of the Commissions elected in an open vote in
sections may participate in an advisory capacity in meetings of the Board of the Chamber, in a scope
consistent with the activities of their Boards.
In case when the number of Members of the Board decreases below 17 (seventeen), the organs of
the Chamber have the right to call for supplementary elections to the Board during the General
Meeting for the period of the term in progress.
Member of the Board may represent the Chamber in accordance with the rules described in § 37 of
the Statute.
§ 23
1.
2.
3.
The Board is the executive organ of the Chamber, authorised to decide on all matters that are not
reserved for other organs of the Chamber in the Statute.
Members of the Board excluding President perform their duties for the Chamber on a non-profit basis,
without remuneration.
President of the Board is employed for consideration in the form agreed by the parties
§ 24
1.
2.
3.
The competencies of the Board are in particular:
1) the appointment of boards, advisory bodies and other organisational units of the Chamber
whose appointment is not reserved for the General Meeting,
2) designating representatives of the Chamber to the authorities of companies and foundations
to which the Chamber contributed capital or of which it is a benefactor,
3) deciding on the acquisition of membership of the Board,
4) submitting motions to the Board of Arbitration and Ethics on the deprivation of membership
of the Chamber,
5) establishing the size of membership fees within the scope of the authority granted by the
General Meeting,
6) establishing the List of Arbitrators of the permanent Court of Arbitration attached to the
Chamber,
7) convening meetings of the organs of the Chamber,
8) approving the regulations of organisational units of the Chamber,
9) ensuring the realisation of decisions of organs of the Chamber,
10) other matters not reserved for the remaining organs of the Chamber.
The President of the Board of the Chamber manages and directs all matters of the Chamber within
the limits of his authority resulting from resolutions of the Board, and acts an employer within the
meaning of labour law regulations in relation to persons employed by the Chamber.
The competencies of the Presidium of the Board are:
1) to conduct the Chamber’s finances within the limits of its estimated revenues and expenditures,
2) to manage the Chamber’s assets to an extent not exceeding the ordinary scope of management,
3) to reach decisions on organisational matters; participate in exhibitions, fairs and exchanges; and
designate representatives to work in advisory and opinion-giving bodies in the state and local
government administration.
4) Organisational-administrative service to organs of the Chamber and their meetings.
5) to select and employ the Director of Bureau of the Chamber, who is supervising ongoing
administrative and organisational activities of the Chamber.
§ 25
1.
2.
The Board is headed by the President, who directs the work of the Board.
The President of the Board chairs meetings of the Board. He may entrust chairmanship of meetings of
the Board to the Vice-President of the Board for a specified time.
§ 26
1.
2.
3.
4.
5.
6.
7.
Meetings of the Board take place at least once every quarter, at times indicated in the Board’s
regulations.
Any member of the Board may submit a motion to convene a meeting of the Board, presenting the
agenda of the meeting.
The meeting of the Board should be held not later than 14 days from the date of the motion.
Members of the Board should be notified of the date of the meeting and the agenda not later than 5
days before the date of the meeting.
A meeting of the Presidium of the Board is held at the motion of a Member of the Presidium, as
required.
A meeting of the Presidium of the Board should be held not later than 14 days from the date of a
motion to hold such a meeting. Members of the Presidium of the Board should be notified of the date
of the meeting and the agenda not later than 5 days before the date of the meeting.
Meetings of the Board and of the Presidium of the Board may be held outside the above times and
even without formally being convened, with the approval of all Members of the Board and of the
Presidium of the Board, respectively.
The Board may adopt resolutions even outside meetings by means of individual voting by Members of
the Board via communications channels. In such a case, the resolutions should be confirmed in writing
at the next meeting of the Board.
§ 27
1.
2.
3.
Each member of the Board has one vote.
Resolutions of the Board are adopted with an ordinary majority of votes. If an equal number of votes
is cast, the President of the Board or the Vice-President presiding over the meeting has the deciding
vote.
Records are made of the resolutions of the Board, signed by the President or Vice-President presiding
over the meeting of the Board.
"C"
Board of Control
§ 28
1.
2.
3.
4.
5.
The Board of Control is made up of three Members, elected by the General Meeting with an ordinary
majority of votes. The provisions of § 21 of the Statute apply.
Members of the Board of Control cannot be Members of other organs of the Chamber.
The Board of Control elects the Chairman and Secretary from its Members.
The provisions of § 22 item 7 of the Statute apply as appropriate.
The work and procedures of the Board of Control are governed by regulations adopted by it
§29
1.
2.
3.
The competences of the Board of Control are:
1) control over the realisation of resolutions of the Chamber,
2) performance of current and annual inspections of the activities of the Chamber, especially of
financial management,
3) examination of accounting documents and the conformity of expenditures with the
preliminary estimates of revenues and expenditures,
4) presenting motions concerning current activities of the Chamber to the General Meeting,
5) submitting to the General Meeting reports on its activities and motions on discharging the
Board from liability in the performance of its duties,
6) appointing an auditor,
7) concluding agreements with the President of the Board of the Chamber.
The work and proceedings of the Board of Control are governed by regulations adopted by it.
"D"
Board of Arbitration and Ethics
§ 30
1.
2.
3.
4.
5.
The Board of Arbitration and Ethics is made up of three Members, elected by the General Meeting
with an ordinary majority of votes. The provisions of § 21 of the Statute apply.
Members of the Board of Arbitration and Ethics cannot be Members of other organs of the Chamber.
The Board of Arbitration and Ethics elects the Chairman and Secretary from its Members.
The provisions of § 22 item 7 apply as appropriate.
The work and procedures of the Board of Arbitration and Ethics are governed by the regulations
adopted by it.
§ 31
1. The competencies of the Board of Arbitration and Ethics include
1) adjudication in cases involving a breach of the rights and obligations of a Member of the Chamber and
of the principles of professional ethics and business integrity, between:
a) Members of the Chamber,
b) the Chamber and its Members.
2) adjudication on the termination of membership of the Chamber,
3) adjudication on the recognition of the activity of a member of one of the Chamber’s organs as
inconsistent with the Statute, law, ethics and interests of the Chamber.
4) petitioning Members of the Chamber to dismiss a member of the Chamber’s organs recommended by
them and to designate a new member in his place.
2. Proceedings before the Board of Arbitration and Ethics are commenced following a motion from the
Board, another organ of the Chamber, or a Member of the Chamber.
3. Adjudications by the Board of Arbitration and Ethics are reached with an ordinary majority of votes.
4. Adjudications by the Board of Arbitration and Ethics are communicated to the parties concerned and
to the Board.
5. A right of appeal exists to the General Meeting against adjudications by the Board of Arbitration and
Ethics on the termination of membership of the Chamber and on the matters listed in item 1 point 4)
above. Appeals should be submitted via the Board of the Chamber within 14 days of receipt of the
adjudication, with a statement of reasons.
6. Only a legal nonconformity of adjudications by the Board of Arbitration and Ethics may be the subject
of an appeal.
7. Remaining adjudications by the Board of Arbitration and Ethics are final.
CHAPTER VI
Organisational structure
§ 32
1.
2.
In order to perform its statutory and economic tasks, the Chamber may create separate functional and
organisational units.
The activity of these units and their structure are determined by regulations approved by the Board.
§ 33
The Chamber may establish commercial and civil-law companies to perform its economic tasks.
CHAPTER VII
Financial management
§ 34
1.
2.
3.
The annual preliminary estimates of revenues and expenditures form the basis of the financial activity
of the Chamber.
The Chamber keeps accounts and conducts reporting in accordance with the Accountancy Act.
The revenues of the Chamber discussed in § 16 is used to realise its statutory aims, and cannot be
designated for distribution among its Members.
§ 35
The following are authorised to submit declarations of intent in the name of the Chamber:
1)
2)
3)
4)
the President of the Board - individually,
two Vice Presidents Members of the Board - jointly,
one Vice President of the Board and two Members of the Board - jointly,
plenipotentiaries.
CHAPTER VIII
Amendments to the Statute and dissolution of the Chamber
§ 36
1.
2.
Resolutions on an amendment to the Statute or a dissolution of the Chamber are adopted by the
General Meeting with a majority of 2/3 of votes with the presence of at least 2/3 of their Members or
their representatives entitled to vote, in the first term.
In the second term, resolutions are adopted with a majority of 2/3 of the votes, irrespective of the
number of attending Members or their representatives eligible to vote.
§ 37
1.
2.
If a resolution on the dissolution of the Chamber is passed, the General Meeting appoints a liquidator
and determines the aims to which the property of the Chamber shall be assigned.
The liquidation costs are borne by the Chamber out of its own resources. If no resources of the
Chamber are available, the costs of liquidation are covered by Members of the Chamber.