Statutes
STATUTES OF THE POLISH UNION OF PLASTICS CONVERTERS
GENERAL PROVISIONS
Article 1
1. The employers’ organisation, Polski Związek Przetwórców Tworzyw Sztucznych (Polish Union of Plastics Converters), hereinafter referred to as the “Union”, is a voluntary, self-governing and lasting organisation, independent - to the extent of its activities provided for in the Statutes - of central, regional and local government authorities and of political, social and professional organisations.
2. The Union shall also use the English-language name, the “Polish Union of Plastics Converters”.
3. The Union shall operate under the Employers’ Organisations Act of 23 May 1991 (Dz. U. [Journal of Laws] No. 55, item 235, as amended).
Article 2
1. The Union shall operate in the area of the Republic of Poland and abroad.
2. The registered office of the Union shall be the city of Warsaw.
Article 3
1. The Union may join international organisations.
2. The Union may be a member of national and international social organisations, including federations and confederations, whose objectives and tasks are related or close to the tasks of the Union.
PRIMARY OBJECTIVES AND TASKS OF THE UNION.
METHODS AND FORMS OF ACHIEVING THE OBJECTIVES.
Article 4
The primary objective of the Union is to protect the rights and represent the interests of its member employers in relations with trade unions as well as before central, regional and local government authorities.
Article 5
Other objectives of the Union include, in particular, the following:
1) representing the economic and social interests of employers;
2) influencing the legislation process with respect to the interests of employers;
3) influencing the social and economic policies established by central, regional and local government authorities, that affect the interests of employers;
4) applying to authorities with the right of legislative initiative with requests and opinions regarding legislation affecting the interests of employers with regard to labour relations and economic policy;
5) working with other employers’ organisations;
6) organising training sessions and courses for employers;
7) carrying out research, keeping and communicating information relating to employers;
8) providing economic advice and expert opinions to employers and employers’ organisations;
9) creating conditions that encourage technical and economic progress, particularly in the area of plastics processing;
10) expressing and presenting the main industrial or commercial interests of the industry to public authorities, to state social and economic organisations and institutions, and to other entities operating regionally, nationally or internationally.
Article 6
The objectives and tasks of the Union shall be achieved by:
1) presenting opinions on economic matters;
2) approaching representatives or central, regional and local government authorities as well as judicial authorities with matters related to the interests of employers;
3) giving opinions on the objectives of draft bills and the related implementing regulations to the extent covered by these Statutes;
4) participating in negotiations, in particular to resolve industrial disputes and to conclude collective and other agreements;
5) delegating its representatives to sit on advisory bodies of central, regional and local government authorities as well as of other entities in which, under separate provisions of law, employers’ organisations may be represented;
6) inspiring business initiatives and providing organisational, legal, economic and technical advice;
7) carrying out research and promoting economic, legal and organisational knowledge;
8) organising seminars, conferences and other forms of exchanging ideas and experience;
9) organising advisory teams and hiring employees and experts to carry out the tasks of the Union as provided for in the Statutes;
10) disseminating information regarding the application and implementation of new means and methods of plastics processing;
11) providing information on economic issues of importance to the industry;
12) providing in-service training opportunities, including organisation of national and foreign training sessions and courses as well as and internships;
13) organising conferences and scientific debates related to promoting the plastics industry and the members of the Union;
14) initiating and supporting activities aimed at protecting the legal or economic interests of the Union's members;
15) defending the interests of enterprises against monopolistic practices and unfair competition;
16) supporting and initiating legislative solutions regarding applications of plastic materials and cooperating with institutions responsible for the making of laws and regulations in Poland and the European Union, along with participating in legislative processes;
17) keeping the members of the Union informed and initiating of opportunities to exchange opinions on draft and enacted Polish and international laws and regulations, including European Union law, that affect the activity of the members of the Union;
18) cooperating with and participating in national and international organisations whose objectives or activities are close to the tasks and activities of the Union and with or in other national and international associations and organisations representing interests similar to the interests of the Union’s members.
Article 7
1. In order to achieve its objectives provided for in the Statutes, the Union may carry out business activities, establish foundations, create funds and participate in other economic undertakings.
2. The proceeds from the Union’s business activities shall be used for its objectives provided for in the Statutes, and may not be distributed among its members.
MEMBERSHIP
Article 8
Membership of the Union is open to plastics processing industry employers operating in the Republic of Poland or employers indirectly related to the plastics processing industry.
Article 9
1. Membership shall be granted by the Management Board at its discretion, based on a written application of the interested employer and after submission of the employer declaration of membership of the Union.
2. If the application for membership is rejected, the applicant may appeal against the rejection to the Supervisory Board of the Union.
Article 10
Members of the Union may:
1) participate in the work of the Union and its governing bodies;
2) receive the support of the Union in all matters covered by these Statutes;
3) access any information regarding the Union;
4) submit applications regarding the activity of the Union;
5) passively and actively elect the governing bodies of the Union;
6) become organised into sections, commissions and working teams, which, in their functioning, shall comply with the rules and regulations approved by the Management Board.
Article 11
All members of the Union are required to:
1) participate in the work of the Union;
2) comply with these Statutes and other rules and regulations adopted by the Union;
3) meet the deadlines for payment of membership fees;
4) provide the governing bodies of the Union with information essential for the activity of the Union;
5) assist the Union in performing its tasks as provided for in the Statutes;
6) implement resolutions adopted in accordance with these Statutes;
7) achieve the objectives of the Union and look after its interests.
Article 12
1. Membership of the Union shall cease in the event of:
1) voluntary resignation of membership;
2) dissolution of the Union;
3) exclusion of a member form the Union by the Management Board as a result of:
a) the member acting to the detriment of the Union;
b) the member failing to pay membership fees for one year;
4) liquidation of a member of the Union;
5) death of a member that is a natural person;
6) loss of legal personality by a member that is a legal person.
2. A declaration of resignation from membership of the Union may be submitted six months before the end of a calendar year at the latest, i.e. by 30 June of a given year, in written form, with effect from the end of the year in which it is submitted.
3. Exclusion of a member from the Union requires a resolution of the Management Board adopted on a two-third majority voting basis with the presence of at least a half of the members of the Management Board.
4. The Management Board’s resolution on exclusion may be appealed against to the Supervisory Board of the Union. Until the next meeting of the Supervisory Board, the member concerned shall be suspended from the exercise of the rights and performance of the obligations as a member.
5. A member whose membership has ceased shall not be entitled to make any claims against the assets of the Union.
GOVERNING BODIES OF THE UNION
Article 13
1. The governing bodies of the Union are:
1) the General Meeting,
2) the Supervisory Board, and
3) the Management Board.
2. Resolutions of the collegial bodies of the Union shall be adopted by open ballot on an ordinary-majority voting basis unless these Statutes provides otherwise.
3. Members of the collegial bodies of the Union shall be elected by secret ballot on an ordinary-majority voting basis unless specifically provided for otherwise.
Article 14
1. The General Meeting is the highest governing body of the Union. General Meetings may be Ordinary General Meetings or Extraordinary General Meetings.
2. Ordinary General Meetings shall be held once a year at such a time as to allow the Union’s balance sheet and the profit and loss account to be approved in accordance with the applicable provisions of law. Ordinary General Meetings shall be convened by the Management Board once a year by 30th June of that year, and the Management Board shall notify all the members of the date, place and proposed agenda of the meeting by registered letter or in any other effective manner at least 14 days before the date of the meeting.
3. Each General Meeting shall be attended by at least a half of the members eligible to vote or, if the meeting is re-scheduled to begin 30 minutes later on the same day – by any number of members.
4. General Meetings shall be attended by members of the Union.
5. Each member is entitled to one vote.
6. Each member shall be represented by one delegate appointed by the relevant bodies of the Union’s member.
7. General Meetings shall express their intent in the form of resolutions adopted on an ordinary-majority voting basis.
8. The Management Board shall convene an Extraordinary General Meeting within 2 months from the date of application by at least a quarter of the members of the Supervisory Board or under a resolution of the Management Board or at the request of one-fifth of the total number of the Union’s members.
Article 15
1. The powers of the General Meeting shall be as follows:
1) electing and removing the Chairperson of the Supervisory Board, members of the Supervisory Board and members of the Management Board from among candidates put up by members of the Union;
2) adopting the Union’s programmes of activities;
3) adopting the Statutes and amendments hereto;
4) considering and approving reports of the Supervisory Board and the Management Board;
5) dissolving the Union and adopting resolutions on the use and distribution of the Union’s assets;
6) determining the number of members of the bodies of the Union, as provided for in the Statutes;
7) adopting resolutions on the amounts and terms of payment of membership fees;
8) making decisions on other matters put forward by the Management Board, the Supervisory Board or members of the Union;
9) adopting resolutions on dissolution of the Union;
10) appointing an Experts Council and inviting persons with a special level expertise to sit on the Council.
2. The powers of the Ordinary General Meeting shall be as follows:
1) deciding on annual programmes of and the directions for the activity of the Union;
2) considering and approving annual financial statements and the Management Board’s reports on the discharge of its duties in the previous budget year;
3) considering and approving the Supervisory Board’s reports on the discharge of its duties in the previous budget year;
4) granting approval to the members of the Management Board of the execution of the annual plans of activity, budgets and other duties in the previous budget year;
5) granting approval to the members of the Supervisory Board of the discharge of their duties in the previous budget year;
6) adopting the Union’s budget for the next budget year.
Article 16
1. The Supervisory Board is the Union’s governing body responsible for supervising the work of the Union between in the periods between General Meetings.
2. The term of the Supervisory Board shall be two years.
3. The Supervisory Board shall consist of the Chairperson and between 2 and 6 members. At their first meeting, the members of the Supervisory Board shall elect the Deputy Chairperson and the Secretary of the Supervisory Board from among the members of the Supervisory Board.
4. The Supervisory Board may co-opt a new member on an ordinary-majority voting basis in the presence of at least two-thirds of the members of the Supervisory Board, subject to Article 16.3.
5. A resolution to co-opt a member of the Supervisory Board in accordance with the procedure provided for in Article 16.4 shall be presented for approval at the next General Meeting. The General Meeting may revoke the Supervisory Board’s resolution on a two-third majority voting basis.
6. The term of a member of the Supervisory Board shall cease in the event of
1) the member’s resignation from membership of the Supervisory Board,
2) removal of the member by the Supervisory Board,
3) the member’s death.
7. Meetings of the Supervisory Board shall be held at least once a year and shall be convened by the Chairperson of the Supervisory Board.
8. Meetings of the Supervisory Board shall be chaired by the Chairperson of the Supervisory Board or by a Supervisory Board member nominated the Chairperson.
9. In special situations of the utmost urgency, the Supervisory Board may adopt a resolution by circulation using means of electronic communication.
Article 17
The powers of the Supervisory Board shall be as follows:
1) carrying out, at least once a year, an inspection of the overall activities of the Union and submitting post-inspection recommendations;
2) considering and approving of the Management Board’s reports;
3) considering appeals against the Management Board’s resolutions to grant membership or to exclude a member of the Union;
4) supervising the activity of the Management Board;
5) considering and approving the Union’s annual budget prepared by the Management Board and submitting recommendations to the General Meeting regarding the Union’s budget;
6) submitting reports to the General Meeting with motions for granting discharge of in respect of duties performed by the Management Board stepping down.
Article 18
1. The day-to-day work of the Union shall be managed by the Management Board, taking into account resolutions adopted by the General Meeting and the Supervisory Board.
2. The term of the Management Board shall be two years.
3. The Management Board shall consist of the President of the Management Board and between two and six Vice-Presidents.
4. The Management Board may co-opt additional members, subject to Article 18.3.
5. Information on changes to the composition of the Management Board made in accordance with the procedure provided for in Article 18.4 shall be provided by the President of the Union for approval by the Supervisory Board. The Supervisory Board may, on a two-third majority voting basis, revoke the Management Board’s decisions to co-opt a member.
6. Meetings of the Management Board should be held at least once every six months.
7. Meetings of the Management Board shall be chaired by the President or, in the case of his absence, by a Vice-President of the Union nominated by the President.
8. The term of a member of the Management Board shall cease in the event of
1) the member’s resignation from membership of the Management Board,
2) removal of the member by the governing body that adopted to appoint the member,
3) the member’s death.
9. Resolutions of the Management Board shall be adopted on an ordinary-majority voting basis by open ballot. Votes by secret ballot shall be taken if requested by even only one of the members of the Management Board.
10. In special situations of the utmost urgency, the Management Board may adopt a resolution by circulation using means of electronic communication.
Article 19
The powers of the Management Board shall include, in particular, the following:
1) managing the overall activities of the Union;
2) representing the Union;
3) managing the assets of the Union;
4) implementing resolutions of the Union’s General Meeting;
5) adopting and approving internal rules and instructions;
6) preparing drafts and plans of the Union’s activity;
7) preparing draft budgets and formulating objectives of the Union’s financial policy as well as supervising the execution of the Union’s budget;
8) providing the Supervisor Board with reports on the Union’s activity;
9) making decisions on the acquisition and disposal of fixed assets by the Union;
10) adopting resolutions on the creation of funds;
11) adopting plans and drafts for the activity of the Office of the Union;
12) adopting internal rules of procedure of the Management Board;
13) supervising the activity of the Office of the Union;
14) adopting resolution on joining or leaving international organisations;
15) adopting resolutions on the establishment of foundations;
16) granting membership of and excluding members from the Union;
17) convening General Meetings of the Union;
18) appointing advisory bodies, sections and commissions temporarily between General Meetings, if necessary;
19) making decisions, in the periods between General Meetings, on a case-by-case basis, on reducing membership fees or exempting members from payment of membership fees;
20) keeping in regular contact with the Experts Council and its individual members;
21) adopting resolutions on all matters not reserved for the General Meeting and the Supervisory Board.
Article 20
Statements of will may be made and obligations may be assumed only if the Union is represented by the President of the Management Board and a member of the Management Board of the Union.
Article 21
The powers of the President of the Management Board shall be as follows:
1) managing the day-to-day work of the Management Board;
2) implementing resolutions adopted by the General Meeting, the Supervisory Board and the Management Board;
3) approving candidates for the position of Director-General to be in charge of the Office of the Union.
OFFICE OF THE UNION
Article 22
1. The Office of the Union shall ensure that the Union works efficiently. The primary objectives of the work of the Office of the Union are to ensure communication between the Union and the members of the Union, to provide comprehensive technical and organisational facilities for meetings of the Union’s governing bodies and to deal with the day-to-day matters regarding the Union’s governing bodies.
2. The Office of the Union shall work based on the Rules of Procedure adopted by the Management Board.
Article 23
1. The work of the Office of the Union shall be managed by the Director-General in accordance with these Statutes and the rules, regulations and resolutions adopted by the governing bodies of the Union.
2. The Director-General shall report directly to the President of the Union’s Management Board, who shall define the scope of the Director-General’s duties and responsibilities. The President may authorise the Director-General to exercise the powers of the President of the Union’s Management Board. The employment relationship with the Director-General shall be established by the Management Board of the Union, determining the Director-General’s remuneration and its components.
3. Acts in law regarding employment relationships with the employees of the Office of the Union shall be executed by the Director-General.
4. The Director-General shall attend, in an advisory capacity, all meetings of the Union’s governing bodies.
ASSETS OF THE UNION
Article 24
1. The assets of the Union shall be created from membership fees, donations, property inherited by or bequeathed to the Union and from the proceeds generated by the assets of the Union.
2. The budget year of the Union shall be a calendar year.
3. Membership fees shall be annual fees, and the amounts of such fees for the next budget year shall be determined by the General Meeting.
4. A member granted membership of the Union during a budget year shall be entitled to pay a membership fee in proportion to the period of its membership in that year.
5. No member of the Union shall be entitled to a full or partial refund of a membership fee paid by the member, even if the member has left the Union.
FINAL PROVISIONS
Article 25
1. These Statutes may be amended and the Union may be dissolved only under a resolution of the Union’s General Meeting adopted on a two-third majority voting basis with the presence of at least a half of the total number of the Union’s members.
2. A resolution on the dissolution of the Union shall specify the manner of liquidating the Union and the use and distribution of the Union’s assets.
Warsaw, 6 October 2009