STATUTE OF THE EMPLOYERS’ ASSOCIATION
„Izba Przemyslowo-Handlowa Polska-Azja”

§ 1.

FORM

The undersigned employers establish an employers’ association (hereinafter referred to as the “Chamber”), whose activities will be governed by the Act of 23 May 1991 on employers’ organizations (as amended).

§ 2.

HEADQUARTERS AND TERRITORIAL SCOPE OF OPERATIONS

1. The Chamber’s headquarters is located in Warsaw.

2. The Chamber may conduct its operations without territorial restrictions – throughout the country and abroad.

§ 3.

RULES OF REPRESENTATION OF THE CHAMBER

In the case of a multi-member Management Board, the Chamber is represented by two members of the Management Board acting together, and in the case of a single-member Management Board, by the sole member of the Management Board.

§ 4.

NAME

1. The Chamber operates under the name: Izba Przemyslowo-Handlowa Polska-Azja.

2. In its international operations, the Chamber may use translations of the name indicated in paragraph 1.

§ 5.

MEMBERSHIP OF THE CHAMBER IN ORGANIZATIONS

The Chamber may join national and international organizations whose activities

or goals are consistent with those of the Chamber.

§ 6.

MEANS OF ACHIEVING OBJECTIVES

1. The Chamber’s objective is to protect the rights and represent the interests, including economic interests, of its affiliated members before trade unions, government authorities and administration bodies, and local government bodies, both domestically and internationally. Furthermore, the Chamber’s objective is to work towards strengthening the economic position of its members, strengthening economic cooperation between countries, and building relationships between entities engaged in or supporting economic activity.

2. The Chamber will pursue its goals, in particular, through:

a. Integrating Chamber members.

b. Developing and promoting all initiatives and activities that support the development and promotion of Chamber members.

c. Cultural, social, and educational activities of Chamber members.

d. Inspiring and promoting economic and trade relations between Poland and abroad, including supporting, inspiring, and developing economic cooperation.

e. Collecting and disseminating information on the state of economic development

and the conditions for business activity in Poland and abroad.

f. Taking a stance and shaping public opinion on matters concerning economic cooperation and the interests of its members in Poland and abroad.

g. Providing assistance to members in supporting economic initiatives, including collecting and disseminating information supporting the economic activities of Chamber members.

h. Presenting opinions on matters related to the Chamber’s activities.

i. Addressing representatives of public authorities and judicial authorities on matters related to employers’ interests.

j. Providing opinions on the principles of draft laws and implementing regulations to these laws within the scope of this statute.

k. Participating in negotiations, in particular for the resolution of collective disputes and the conclusion of labor agreements and other agreements.

l. Delegating representatives to advisory bodies of public authorities and judicial authorities, as well as other entities in which, under separate regulations, representatives of employer organizations are entitled to be represented.

m. Inspiring business initiatives and providing organizational, legal, economic, and technical advice.

n. Providing assistance to members in the areas of analysis, market promotion, and other forms of marketing and consulting activities, aimed at entering the Polish or foreign markets or in conducting ongoing business.

o. Organizing press conferences, information seminars, thematic meetings, symposia, conferences, business meetings, discussions, exhibitions, and other promotional events, and participating in such events in Poland and abroad.

p. Organizing and supporting educational initiatives, including training and courses, and participating in them.

q. Publishing and issuing promotional materials aimed at promoting Chamber members.

r. Publishing and issuing general materials, catalogs, reviews, and other informational or promotional materials.

s. Organizing exhibitions, competitions, urban games, and other forms of entertainment.

t. Organizing cultural, sporting, and social events.

u. Conducting training, publishing, and social activities.

v. Conducting scientific and social research.

w. Funding scholarships.

x. Supporting projects aimed at protecting the natural environment.

§ 7.

DURATION

The Chamber is established for an indefinite period.

§ 8.

MEMBER STATUS

1. The Chamber is composed of active members (hereinafter individually referred to as    “Member” and collectively referred to as “Members”) and honorary members (hereinafter individually referred to as “Honorary Member” and collectively referred to as “Honorary Members”).

2. Member status may be granted to any entity with or without legal personality, Polish or foreign, that is an employer.

3. Honorary Member status may be granted to associations, foundations, public institutions, and individuals, even if they are not employers. In addition, Honorary Member status is granted to former Presidents of the Chamber.

§ 9.

MEMBERSHIP ACQUISITION

1. To become a member of the Chamber, a candidate must:

a. submit a membership declaration to the Board (using the template prepared by the Board);

b. pay an entry fee equal to the annual membership fee (counted towards the dues due in the first calendar year of membership);

c. receive approval from the Board.

2. The Board may refuse to approve a membership application only for valid reasons, in particular if the candidate fails to meet generally accepted ethical standards, including those related to conducting business activities. A negative decision by the Board may be appealed to the Council.

3. To become an Honorary Member of the Chamber, the candidate must:

a. submit a membership declaration to the Board (using the template provided by the Board);

b. receive the Board’s approval.

4. Paragraph 2 shall apply accordingly to the admission of an Honorary Member. The procedure for admitting an Honorary Member does not apply to former Presidents of the Chamber.

§ 10.

RIGHTS OF MEMBERS AND HONORARY MEMBERS

1. Members enjoy the following rights: 

a. the right to participate and vote at the General Meeting of the Chamber, 

b. the right to participate in the Chamber’s activities, 

c. the right to use the resources made available to Members by the Chamber,

d. the right to include information about Chamber membership in all Member materials, provided that such inclusion does not expose the Chamber to any negative image consequences. In particular, the materials must be aesthetically pleasing and must not contain content inconsistent with the Chamber’s dignity. This right may be suspended with respect to a specific Member by decision of the Board. An appeal may be lodged with the Council, but the right is temporarily suspended until the Council considers the matter.

2. Honorary Members are entitled to the rights of Members listed in paragraph 1, letters b), c), and d), as well as the right to participate in the General Meeting of the Chamber without the right to vote. 

3. Members and Honorary Members who are not natural persons, in order to exercise their membership rights, shall appoint one (1) person authorized to represent them in their relations with the Chamber and to exercise all rights vested in a Member. The appointment and dismissal of such a person must be made in writing and notified to the Board to be valid. All notices will be addressed to such person. However, this does not prevent Members and Honorary Members from being represented in accordance with applicable regulations, in particular the representation rules applicable to the organizational form, or by proxies or other representatives appointed in accordance with applicable regulations.

§ 11.

MEMBERS’ OBLIGATIONS

Members of the Chamber are obligated to:

1. comply with this Statute,

2. comply with the law and conduct themselves in accordance with generally accepted ethical standards,

3. participate in the implementation of the Chamber’s statutory objectives,

4. fulfill their obligations to the Chamber, in particular paying the membership fee.

§ 12.

LOSS OF MEMBERSHIP IN THE CHAMBER

1. Loss of membership occurs upon removal from the list of members by the Management Board.

2. The Management Board may remove a member from the list of members in the following cases:

a. loss of legal personality by the Member or Honorary Member;

b. death, loss of civil rights, or loss of full legal capacity by the Member or Honorary Member who is a natural person;

c. resignation from membership, of which the Management Board has been notified in writing;

d. as a result of failure to pay the membership fee (after a prior request for payment and unsuccessful expiry of the deadline).

3. Loss of membership may also occur as a result of exclusion from the Chamber by decision of the Management Board, for valid reasons, such as acting to the detriment of the Chamber, failing to adhere to generally recognized ethical or business principles, committing an intentional crime, or bankruptcy. An appeal against the Management Board’s decision regarding exclusion may be lodged with the Council within 14 days of receipt of the decision. Until the appeal is resolved, the member is suspended from all rights and obligations of a member. The Council’s decision, and any decision of the Board not appealed within the time limit, are final and constitute the basis for removal from the list of members.

4. In the event of loss of membership, the membership fee is non-refundable.

§ 13.

LIABILITY

1. The Chamber is responsible for obligations undertaken on its behalf with its assets.

2. Members of the Chamber are not personally liable for the Chamber’s obligations.

§ 14.

FEES

1. The amount and fees dates of membership dues to the Chamber are determined by the General Assembly of the Chamber.

2. Fees may differ for Members and Honorary Members and may also depend on the organizational form, number of employees, or other factors.

3. The Board, in justified cases, may temporarily exempt a Member or Honorary Member from paying all or part of the membership fees for a given year or part thereof.

§ 15.

BODIES OF THE CHAMBER

1. The Chamber has the following bodies:

1. General Assembly of Members of the Chamber (“General Assembly”),

2. Council of Members of the Chamber (“Council”),

3. Management Board of the Chamber (“Management”).

§ 16.

GENERAL MEETING

1. The General Meeting is the highest authority of the Chamber.

2. Each Member of the Chamber has the right to one vote at the General Meeting.

3. Honorary Members have the right to participate in the General Meeting without voting rights.

§ 17.

CONVENING AND AGENDA OF THE GENERAL MEETING

1. The General Meeting shall be held at least once a year, no later than June 30, for the first time in 2017.

2. The General Meeting shall be convened by the President of the Chamber on his/her own initiative, upon the written request of 2/3 (two-thirds) of the members of the Council or 1/10 (one-tenth) of the Members of the Chamber (but not less than two).

3. The General Meeting is convened by notifying the Members at least three (3) weeks before the General Meeting.

4. The notification must include the date, time, location, and proposed agenda. In the case of a proposed amendment to the Chamber’s Statute, the existing provisions and the proposed amendments must be cited.

5. Upon the written request of at least one-tenth (1/10) of the Chamber’s Members, delivered to the Management Board no later than seven (7) days before the General Meeting, additional items may be added to the agenda. The Management Board will immediately notify the Members of any changes to the agenda.

6. The General Meeting may be held, in whole or in part, via electronic means of communication, without the physical presence of the Chamber’s members. The Management Board shall determine the detailed procedure for conducting the electronic meeting and shall inform Members thereof in the notice of the General Meeting.

7. The General Meeting may also adopt resolutions by circulation, by Members casting their votes via traditional mail or electronically.

§ 18.

POWERS OF THE GENERAL MEETING

The powers of the General Meeting include:

1. amending the Statute;

2. electing and dismissing members of the Council;

3. dismissing members of the Management Board;

4. reviewing and approving reports on the activities of the Management Board and Council;

5. reviewing and approving the financial statements of the Chamber;

6. merging the Chamber with other organizations;

7. dissolving the Chamber;

8. considering other important matters presented by the Management Board or Council that are not within the competence of other bodies of the Chamber.

§ 19.

QUORUM AND RULES FOR ADOPTING RESOLUTIONS BY THE GENERAL MEETING

1. Provided the General Meeting is properly convened, the proceedings of the General Meeting are valid regardless of the number of Members participating. If the General Meeting is not properly convened, the proceedings are valid provided that at least half of the Members are present.

2. Resolutions of the General Meeting are adopted by a simple majority of votes, except in situations expressly provided for in these Bylaws.

3. Members and Honorary Members may be represented at the General Meeting, including voting, by proxies, including other members. Powers of attorney must be granted in writing, otherwise being null and void, and must be submitted to the Management Board in original. The Management Board maintains a register of proxies and ensures their presence at each General Meeting.

§ 20.

GENERAL MEETING PROCEEDINGS

1. The General Meeting is chaired by the President of the Chamber or, in his absence, by another member of the Management Board or Council selected by the General Meeting.

2. Minutes are taken of the General Meeting. The minutes are signed by the Chair and the Secretary of the General Meeting. The Chair appoints the Secretary of the General Meeting. The minutes are kept by the Management Board.

3. Members of the Management Board and Council may participate in the General Meeting, without the right to vote, in approving reports concerning them, even if their terms have expired.

§ 21.

COUNCIL

1. The Council is the supervisory and programmatic body of the Chamber.

2. The Council’s responsibilities include the following:

a. overseeing the Chamber’s activities, including the Management Board,

b. electing Management Board members,

c. reviewing appeals in the cases specified in the Statute,

d. setting the direction of the Chamber’s activities by preparing appropriate opinions for the Management Board and the General Meeting, and recommending to the Management Board actions necessary to achieve the Chamber’s current goals.

§ 22.

COUNCIL COMPOSITION

1. The Council consists of no fewer than 3 (three) and no more than 12 (twelve) members elected from among candidates nominated by the Chamber Members for a joint 5 (five)-year term by the General Assembly. The mandate of Council members remains valid until a new Council is elected. The number of Council members is determined by the General Assembly.

2. A list of candidates is created for the election of Council members. Members shall submit their candidates no later than 7 (seven) days before the planned date of the General Assembly at which the Council elections will be held. The Management Board must notify Chamber Members of the election meeting at least 14 (fourteen) days in advance. Each Member may nominate no more than one candidate.

3. The Management Board shall notify Members of the candidate list no later than 5 (five) days before the date of the election meeting.

4. By-elections to the Council are permissible. In the case of by-elections, Members whose candidates are currently serving on the Council are not entitled to nominate candidates. The provisions regarding regular elections apply accordingly.

5. If a Council member resigns from their position, the Management Board shall notify the Member whose candidate was the Council member. The Member, within 21 days of receiving the notification, has the right to appoint a new Council member to replace the resigning Member.

6. A member whose candidate was a Council member may dismiss the Council member at any time, without stating reasons, and replace them with another person.

7. The first Council members are appointed by the Founding Meeting.

§ 23.

COUNCIL MEETINGS

1. Council meetings are held as needed. Meetings are convened by the President of the Chamber on his or her own initiative or at the request of at least two Council members.

2. The President will inform Council members of the date, place, and planned agenda of the meeting no later than seven (7) days prior to the meeting date.

3. Council meetings may be held electronically, without the physical presence of Council members. The Council may also adopt resolutions by circulation. The provisions applicable to the General Meeting shall apply accordingly to any matters not covered by this Regulation.

4. The President of the Chamber chairs Council meetings, but has no voting rights when adopting resolutions.

5. The Council adopts resolutions by a simple majority vote.

6. Minutes are taken of Council meetings. The minutes are kept by the Management Board.

§ 24.

MANAGEMENT BOARD

1. The Management Board is the executive body of the Chamber.

2. The Management Board manages the Chamber’s day-to-day operations, represents the Chamber externally, executes binding decisions of the General Meeting and the Council, and takes decisions and actions related to the Chamber’s operations not reserved in the Statute for the General Meeting or the Council.

§ 25.

BOARD COMPOSITION

1. The Board consists of 1 (one) to 5 (five) members elected by the Council for a joint 5-year term from among individuals nominated by Chamber Members, Honorary Members, or the Council. After the 5-year term expires, the mandate of a Management Board member remains valid until a new Board is elected.

2. The Council informs Chamber members about Management Board elections and the opportunity to nominate candidates no later than 21 days before the election.

3. The mandate of a Management Board member may be renewed without limitation.

4. Supplementary elections to the Management Board are permissible. The provisions on regular elections apply accordingly.

5. The Management Board members elect the President of the Chamber from among themselves. In the case of a single-member Management Board, the sole member of the Management Board is the President of the Chamber.

6. The Management Board or its individual members may be dismissed by a decision of the General Meeting by a two-thirds majority.

7. A Management Board member is authorized to perform their duties from the moment of election. Entry in the registers required by applicable regulations (the National Court Register) is declaratory in nature (unless otherwise provided for by mandatory legal provisions).

8. The first members of the Management Board are appointed by the Founding Assembly.

9. In the case of a single-member Management Board, in the event of the resignation or death of a Management Board Member, the functions of the Management Board shall be performed by a Chamber Council Member elected by the Chamber Council until a new Management Board Member is elected. The Chamber Council is obligated to announce the new Management Board Member within 7 (seven) days of the resignation or death of the Management Board Member.

§ 26.

MANAGEMENT BOARD RESOLUTIONS

Management Board resolutions are adopted by a simple majority vote, but in the event of an equal number of votes for and against, the President of the Chamber has the casting vote.

§ 27.

MEANS AND METHODS OF ACHIEVING THE CHAMBER’S OBJECTIVES

1. The Chamber’s statutory activities are financed from:

a. membership dues and entry fees;

b. contributions from members and third parties, in particular: inheritances, donations, and bequests;

c. subsidies, subventions, research grants, etc.;

d. income and profits from the Chamber’s assets, including from participation in other entities;

e. income from business activities, provided that such income may only be used to achieve the Chamber’s statutory objectives and may not be distributed among the Chamber’s members

f. income from statutory activities,

g. income from public donations

2. The Chamber may conduct business activities to achieve or finance the Chamber’s statutory objectives. The Chamber may conduct business activities in all fields permitted by law, provided that such activities do not conflict with the image and good name of the Chamber, in particular:

a. Wholesale and retail trade, except motor vehicles

b. Accommodation and food service activities

c. Publishing activities

d. Motion picture and sound recording production activities

e. Computer software and consultancy activities and related activities

f. Information service activities

g. Activities supporting financial services, insurance and pension funds

h. Financial service activities, excluding insurance and pension funds

i. Real estate activities

j. Legal, accounting, and tax consultancy activities

k. Head office activities; management consultancy

l. Scientific research and development

m. Advertising, market research, and public opinion research

n. Other professional, scientific, and technical activities

o. Rental and leasing

p. Employment activities

q. Office administrative and other business support activities

r. Education

s. Creative activities related to culture and entertainment

t. Activities of libraries, archives, museums, and other cultural activities

u. Sports, entertainment, and recreational activities

v. Activities of membership organizations

3. If obtaining funds or undertaking any activity mentioned in paragraphs 1-2 requires obtaining a permit, license, special authorizations, fulfilling special obligations in accordance with applicable law, etc., such activity may be commenced by the Chamber only after fulfilling the requirements provided for by law.

§ 28.

DISSOLUTION OF THE CHAMBER

1. A resolution to dissolve the Chamber shall be adopted by the General Meeting by a two-thirds (2/3) majority vote of the Members present.

2. If a decision is made to dissolve the Chamber, the General Meeting shall simultaneously decide on the appointment of a liquidator, the method of liquidation, and the allocation of assets in the event of liquidation.

§ 29. 

INNE

1. All notices and announcements to members provided for in these Bylaws may be sent electronically to the email address clearly designated in writing to the Management Board as their correspondence address. All members are required to provide their email addresses.

2. Members of the Chamber undertake to strive to resolve all disputes related to the operation of the Chamber or within the Chamber, primarily through amicable means. To achieve this, the Board, in consultation with the Council, will establish the rules of procedure for an internal arbitration body. Proceedings before such a body, without the separate consent of the parties involved, may not last longer than 30 days from the notification of the dispute to the Chamber.

§ 30.

AMENDMENT OF THE STATUTE

Amendments to this statute require a resolution of the General Meeting of the Chamber.