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Constitution of the Polish Economic Chamber of Scaffolding

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Chapter I
General provisions

1

The Economic Chamber under the name " Polish Economic Chamber of Scaffolding ", hereinafter referred to as the "Chamber" operates pursuant to the Act on Economic Chambers of 30 May 1989 (Journal of Laws (Dz.U.) No 35, item 195, as amended), this Constitution and the Chamber's internal regulations based on the latter.

2

The Chamber has legal personality.

3

  1. The registered office of the Chamber is in the city of Warsaw.
  2. The territorial scope of the Chamber's operations covers the Republic of Poland.
  3. In order to duly perform its tasks under this Constitution, the Chamber may operate beyond the Republic of Poland.

4

  1. The Chamber holds the seal bearing an inscription identifying the Chamber by name and registered office.
  2. The Chamber may establish distinctions and medals of honour and awarded them, along with other honours, to natural and legal persons who render considerable service in performing the tasks embarked on by the Chamber, or to the Chamber itself.

Chapter II
Tasks, ways and forms of their performance

5

The Chamber is an economic self-government organization that represents, in particular before state authorities, economic interests of its members conducting economic activity in the construction and scaffolding sector.

6

The tasks of the Chamber are in particular the following:

  1. to represent the economic interest of its members,
  2. to develop and disseminate ethical standards in the construction and scaffolding sector,
  3. to provide opinion on draft acts of law related to the economy,
  4. to participate in the legislative process, on terms and conditions specified in the relevant laws and regulations, with respect to the construction and scaffolding sector,
  5. to assess the implementation and operation of laws and regulations related to the conduct of economic activity,
  6. to participate in the process of creating the environment for the economic activity development,
  7. to support economic initiatives of its members,
  8. to promote the development of vocational education, support vocational education at work establishments, and improvement of employees' professional qualifications,
  9. to participate, at the invitation of state authorities, in the work of advisory and guidance bodies with respect to the construction and scaffolding sector,
  10. to organize and create conditions for amicable and arbitration-based dispute solving,
  11. to provide opinion on the economic development status, in particular in the construction and scaffolding sector.

7

The Chamber performs the said tasks using all ways and means available to it, in particular by:

  1. cooperation with state and local authorities, economic and social institutions, with respect to representing the economic interests of its members,
  2. development, improvement and dissemination of standards on fair economic conduct,
  3. development of draft acts of law regarding the economy,
  4. drafting of opinions and assessments on the implementation and operation of laws and regulations in respect of the construction and scaffolding sector,
  5. cooperation with educational bodies on education and vocational development,
  6. delegating the Chamber's representatives to participate in advisory and guidance work with respect to the construction and scaffolding topics,
  7. establishment, within the Chamber's territory, of the arbitration court system and structures for amicable resolution of disputes in the construction and scaffolding sector,
  8. representation of the Chamber's members in court procedures regarding their economic conduct,
  9. publishing activity with respect to tasks of the Chamber hereunder.

Chapter III
Rights and responsibilities of members

8

Members of the Chamber may be natural and legal persons who conduct economic activity in the sector referred to in 5 herein.

9

Natural persons exercise their rights and fulfil obligations as the Chamber's members in person, whereas legal persons act as members of the Chamber through their proxies.

10

  1. The primary right of the Chamber's members is the right to participate in the work of the Chamber in person, or through representatives elected to sit in the Chamber's bodies, including in particular the General Members' Meeting.
  2. Each member of the Chamber has the right to elect and be elected to the Chamber's bodies.
  3. Members of the Chamber have the right to demand that the Chamber represents their economic interests, both individual and collective.
  4. Members of the Chamber have the right to demand that the Chamber performs its tasks hereunder towards them.

11

The primary responsibilities of the Chamber's members include:

  1. Executive Board and the Audit Committee, as well as to internal regulations adopted by the Chamber's bodies,
  2. participation in the activities of the Chamber and its bodies,
  3. abidance by the rules of professional ethics and decency in the sector,
  4. commendable representation of the Chamber through their actions,
  5. regular payment of the membership fees.

Chapter IV
Acquisition and forfeiture of membership in the Chamber

12

Founding members of the Chamber acquire the member status as of the date of the Chamber's registration.

13

  1. The acquisition of the member status is effective upon the relevant resolution of the Chamber's Executive Board, adopted following the examination of the membership application and following the production of the member declaration and other documents as may be required by the Executive Board.
  2. The acquisition of the member status by newly acceding members is conditional upon their payment of the entrance fee, set by the relevant resolution of the Executive Board for a given year.
  3. The applicant may appeal against the resolution of the Executive Board within 30 days of receipt of the relevant resolution of the Executive Board.

14

  1. The forfeiture of the member status is effective:
  1. following the submission of the membership termination notice in writing, with three months' notice, approved by the resolution of the Executive Board on the cessation of membership,
  2. following delisting from the list of members by resolution of the Executive Board in the event of:
  1. termination of economic activity by the entity,
  2. persistent delay in the payment of membership fees,
  3. decease of the member who is a natural person or delisting from the relevant register of the member who is a legal person,
  1. following the expulsion from the Chamber by the relevant resolution of the Executive Board in the event of:
  1. infringement on the rules of professional ethics or decency in the sector,
  2. infringement on the provisions herein, resolutions of the Chamber's bodies and internal regulations of the Chamber,
  3. disservice to the Chamber or its members,
  1. The affected member may appeal against resolutions of the Executive Board on the forfeiture of membership with respect to cases referred to in sections 2a and 2b as well as in sections 3a, b and c to the soonest General Members' Meeting, within 30 days of receipt of the relevant resolution of the Executive Board.

Chapter V
Chamber bodies, their rights, election and tenure

15

  1. Bodies of the Chamber are:
  1. The General Members' Meeting, hereinafter referred to as the General Meeting,
  2. The Executive Board, hereinafter referred to as the Board,
  3. The Audit Committee, hereinafter referred to as the Committee.
  1. The tenure of the Chamber's bodies is 4 years.
  2. In the event that the member of the Chamber on the Board or the Audit Committee is unable to perform such function as a result of the loss of mandate, their role is assumed automatically by the member with the next highest number of votes in the election.
  3. 9 hereof applies accordingly.

16

  1. The General Meeting is the supreme body of the Chamber.
  2. The General Members' Meeting is composed of the Chamber's members.
  3. Each member of the Chamber has one vote at the General Meeting.
  4. 9 hereof applies accordingly.

17

The powers of the General Meeting are in particular the following:

  1. adoption of the Chamber's Constitution and any amendments thereto,
  2. determination of the Chamber's lines of activities and evaluation of their performance by the Board,
  3. determination of the rules of representing the economic interests of the Chamber's members,
  4. review of the annual reports of the Board on substantive and financial performance of tasks and their approval,
  5. election and dismissal of members of the Board and Audit Committee,
  6. giving the discharge to the Board at the end of its tenure for the period of tenure,
  7. making decisions on other matters delegated hereunder to the General Meeting, including examination of appeals against resolutions of the Board,
  8. adoption of the rules on the membership fee payment and amounts,
  9. approval of the preliminary financial plan and activities plan for the coming year,
  10. determination of limitations on the Board in respect of fund spending beyond the financial plan approved by the General Meeting,
  11. making decisions on the dissolution of the Chamber

18

  1. The General Meeting, whether ordinary or extraordinary, is convened by the Executive Board.
  2. The Ordinary General Meeting is convened by the Executive Board once per year, no later than on 30 June of a given year, whereas the extraordinary meeting is convened as necessary on the Board's own initiative or at the request of at least 30 members of the Chamber within 2 months of the date of filing of the relevant application.
  3. The General Meeting is convened by notification in writing, stating the date, venue and proposed agenda, delivered electronically against acknowledgement of receipt, at least two weeks prior to the meeting.
  4. The first General Meeting is held by the founders at the meeting organized to adopt the Constitution of the Chamber following such adoption; the requirements referred to in section 3 above do not apply to such meeting.
  5. Decisions of the General Meetings are adopted as resolutions.

19

  1. The Executive Board of the Chamber each time schedules the first and second date of the General Meeting.
  2. Resolutions of the General Meeting are taken by simple majority of votes, with at least half of the Chamber's members present at the first date, and by simple majority of votes irrespective of the number of members present at the second date.
  3. The voting at the General Meeting is open, except matters related to the election of the Executive Board and Audit Committee of the Chamber and Chamber membership matters.
  4. The Executive Board of the Chamber establishes, through its internal regulations, other rules of holding the General Meeting that are not specified herein.

20

  1. The Executive Board is the executive body of the Chamber.
  2. The Executive Board manages the activities of the Chamber and represents it externally.
  3. The Executive Board is composed of from 3 to 7 members, elected in a secret vote by the General Meeting.
  4. Each member of the Executive Board has one vote on the Board. In the case of a tie, the President of the Board has the tie-breaking vote.
  5. The Executive Board adopts resolutions by simple majority of votes, with at least half of its members present.
  6. Members of the Executive Board may not be members of the Chamber's Audit Committee.
  7. 9 hereof applies accordingly.
  8. The mandate of the Executive Board member expires upon election of the new Executive Board.
  9. Forfeiture of the Executive Board member mandate during their tenure is effective when:
  • the member of the Executive Board is dismissed by the General Meeting,
  • the member resigns from the Executive Board,
  • the member's membership in the Chamber is forfeited.

21

Powers of the Executive Board include in particular:

  1. running the day-to-day activities of the Chamber,
  2. determination of the rules, methods and means of implementation of resolutions of the General Meeting and execution thereof,
  3. drafting annual financial and activities plans,
  4. implementation of the plans adopted by the General Assembly, referred to in section 3 above,
  5. management of the Chamber's assets,
  6. taking actions to source funds for the Chamber's operation and performance of its tasks hereunder,
  7. decision-making on the membership matters,
  8. adoption, by resolutions, of internal regulations binding within the Chamber, such as rules and regulations required for proper operation of the Chamber and its bodies, including the establishment of organization structures of the Chamber,
  9. assumption of obligations,
  10. applying to the General Meeting for authorization to perform activities beyond the scope of regular management,
  11. submission to the General Meeting of annual reports on the activities of the Executive Board and the Chamber and on the performance of the annual activities plan and the financial plan of the Chamber,
  12. taking decisions on employee matters with respect to employees of the Chamber, within the meaning of the Labour Code provisions,
  13. appointment of experts, consultants, proxies of the Executive Board and the Chamber and of expert working committees from among members of the Chamber for the purpose of performing the Chamber's tasks hereunder,
  14. appointment of the auxiliary body assisting the Executive Board in its work, that is the Chamber's Office, determination of its structure, rules of operation, employment and remuneration,
  15. convening the General Meetings,
  16. representation of the Chamber before the relevant authorities, such as national and local public administration, social, political and economic institutions as well as other domestic or foreign organizations and institutions.

22

  1. The Executive Board appoints from among its members the President of the Board, up to two Vice-Presidents and up to four members. Members of the Executive Board appointed at the First General Meeting are constituted as such immediately on appointment at the first meeting of the Executive Board.
  2. The method of the Executive Board formation, the rules of its operation, establishment within the Executive Board of expert working committees referred to in 21(13), to perform, temporarily or permanently, tasks of the Executive Board other than stated herein as powers of the Executive Board, are set forth in the regulations of the Executive Board adopted by the Executive Board by resolution and approved by the General Meeting of the Chamber's members.

23

  1. The Audit Committee is composed of 5 members elected in a secret vote by the General Meeting.
  2. Members of the Committee elect the Chairman of the Committee from among its members.
  3. Members of the Committee may not be members of the Executive Board of the Chamber.
  4. Each member of the Committee has one vote on the Committee. In the case of a tie, the Chairman of the Committee has the tie-breaking vote.
  5. 9 hereof applies accordingly.
  6. 20(8) and (9) hereof apply accordingly.

24

  1. The powers of the Audit Committee include supervision and audit of the financial activities of the Executive Board of the Chamber as well as of the compliance of the activities performed by the body with the law, the Constitution, rules and regulations of the Chamber's bodies and resolutions of the General Meeting.
  2. The Audit Committee has the right to elect a chartered auditor to audit the financial statements.
  3. The Audit Committee adopts resolutions by simple majority of votes, with at least 3 members present.
  4. Detailed rules of operation of the Audit Committee are set forth by its regulations, adopted by the Executive Board by a resolution.

Chapter VI
Determination of membership fees, payment thereof and sourcing other funds to cover the cost of maintenance and operation of the Chamber

25

  1. The membership fees for the period between two consecutive General Meetings are each time determined by the ordinary General Meeting of the Chamber.
  2. The membership fees should be paid based on the constitutional note issued by the Executive Board by the 20th day of each following quarter for the previous quarter into the Chamber's bank account. Delays in the payment of the membership fees in excess of three months represent a gross violation of the Chamber member's obligations.
  3. The membership fees are the primary source of financial revenue for the Chamber.
  4. The establishment of the annual financial plan of the Chamber and the implementation plan to it is made on the basis of the expected proceeds from the membership fees.

26

The Chamber assets accrue from:

  • the membership fees,
  • donations,
  • inheritances,
  • bequests,
  • own activities,
  • income from the Chamber's assets,
  • economic activity,
  • entrance fees.

27

All financial revenues of the Chamber may be spent on maintenance and operation of the Chamber.

28

Financial activities of the Chamber are performed by the Executive Board on the basis of the financial plan adopted for a given year and the implementation plan to it; the Executive Board is exclusively liable for decisions taken in this regard; and the liability of the Chamber's members in this respect is exclusive of assets of their businesses and their own assets.

29

Warranties and representations on behalf of the Chamber in respect of assets may be made by joint representation of two members of the Chamber's Executive Board.

Chapter VII
Economic activity objects and scope

30

  1. The Chamber conducts economic activity in the area of production, commerce and services.
  2. The extent of economic activity of the Chamber is commensurate with the performance of the tasks hereunder.

31

Objects of the Chamber's economic activity are attached as annex hereto.

Chapter VIII
Amendments to the Constitution, dissolution of the Chamber and apportionment of assets following liquidation

32

Amendments to the Constitution are made by resolution of the General Meeting taken in the presence of at least half of the Chamber's members, by the majority of 50% +1 votes.

33

Amendments to the Constitution may not be made with respect to the Chamber's tasks.

34

Amendments to the Constitution must be disclosed in KRS (National Court Register).

35

The Chamber is dissolved by the relevant resolution of the General Assembly, adopted in the presence of at least 75% of the Chamber's members by the majority of three-fourths.

36

If the resolution referred to in 31 hereof is adopted, the Executive Board of the Chamber appoints a receiver to perform the provisions hereof on appropriation of the Chamber's assets that remain following the dissolution.

37

  1. The receiver disposes of the Chamber's assets, and funds thus generated are primarily used to cover the cost of dissolution.
  2. In the case of the lack of funds to cover the cost of dissolution, the cost is covered by the Chamber's members, who receive the relevant demand from the receiver.
  3. In the case that funds remain after the cost of dissolution is paid, the receiver transfers them in favour of a Economic Chamber whose constitutional tasks correspond to the greatest extent to the tasks set hereunder.

Annex to the Constitution of the Polish Economic Chamber of Scaffolding: Objects of the Chamber's economic activity.

  1. Lifelong learning of adults and other forms of education, not classified elsewhere.
  2. Activities related to the organization of fairs and exhibitions.
  3. Activities related to recruitment and making personnel available.
  4. Advertising
  5. Technical studies and assessments.
  6. Construction, spatial planning, engineering design activities.
  7. Consultancy on conducting economic activity and management.
  8. Market and public opinion research.
  9. Research and development work in the field of engineering sciences.
  10. Database-related activities.
  11. Data processing.
  12. Software-related editing activities.
  13. Other software-related activities.
  14. Other IT-related activities.
  15. Reproduction of computer information carriers.
  16. Reproduction of video recordings.
  17. Reproduction of audio recordings.
  18. Other graphics activities.
  19. Other publishing activities
  20. Publishing audio recordings.
  21. Publishing magazines and periodic publications
  22. Publishing books.
  23. Other commercial activities, not classified elsewhere.