Statute of CECED Polska

Statute of CECED Polska

 


STATUTE
of
CECED POLSKA – CZŁONEK EUROPEJSKIEGO
STOWARZYSZENIA PRODUCENTÓW AGD

[CECED POLSKA – MEMBER OF THE EUROPEAN
COMMITTEE OF MANUFACTURERS OF DOMESTIC EQUIPMENT]  

Chapter I
Name, registered office and territory of operation

§ 1. [Name]
1.    The association of employers-manufacturers of domestic equipment (Association) shall hereby be established and shall operate under the name of: "CECED Polska – Członek Europejskiego Stowarzyszenia Producentów AGD". -/-
2.    The Association may also use the abbreviated name: "CECED Polska".-/-

§ 2. [Registered office]
The registered office of CECED Polska shall be in the city of Warsaw [Poland]. -/-

§ 3. [Territory of operation]
CECED Polska shall operate in the territory of Poland and beyond. -/-

Chapter II
Bodies of the Association: powers, election, removal
and term of office

§ 4. [Bodies of the Association]
The bodies of the Association:
1)    The General Assembly,-/-
2)    The Steering Committee,-/-
3)    President of the Board of  Directors,-/-
4)    Director General. -/-

§ 5. [Powers of the General Assembly]
1.    The General Assembly shall map out the policy and define specific targets of CECED Polska activities.-/-
2.    The General Assembly shall establish, dissolve and determine the principles of operation of CECED Polska internal organizational units, such as the divisions of the specific categories of domestic equipment and task groups.-/-
3.    The General Assembly shall have the exclusive authority to adopt resolutions concerning:
1)    membership,-/-
2)    loss of membership,-/-
3)    appointing and removing members of the Steering Committee, -/-
4)    appointing and removing the President of the Board of Directors,-/-
5)    appointing and removing the Director General,-/-
6)    adopting the budget,-/-
7)    approval for CECED Polska assuming obligations not included in the budget approved by the General Assembly,-/-
8)    amendments to the  CECED Polska Statute,-/-
9)    joining a federation or confederation of employers' associations,-/-
10)    joining international organizations, -/-
11)    approval of financial statements and the report on CECED Polska budgetary performance, -/-
12)    acknowledgement of the fulfilment of duties by members of the Steering Committee, the President of the Board of Directors and the Director General,-/-
13)    dissolution of CECED Polska.-/-

§ 6. [The General Assembly]
1.    Each member of CECED Polska shall be entitled to participate in the General Assembly.-/-
2.    Members of CECED Polska shall act at the General Assembly through persons authorized to represent them. Members may take part in the General Assembly and exercise their voting right by proxy. The proxy authorizing to participate and vote at the General Assembly should be made in writing. If a member is acting by a proxy, the proxy should be authorized to make binding statements in the name and on behalf of the represented member concerning all matters on the agenda. A proxy shall not represent more than one member at any one time.-/-
3.    The General Assembly shall be convened by the President of the Board of Directors at his own initiative, at the request of the Steering Committee or one-third of the total number of CECED Polska members. Should the President of the Board of Directors fail to convene the General Assembly within 14 days from the date of receiving a relevant request, the General Assembly shall be convened by the member lodging the request.-/-
4.    The General Assembly shall be convened by means of registered mail or a courier delivering notice to the address indicated in the register of members maintained by the Director General. Instead of registered mail or consignment vested by a courier, the notification can be sent either by fax or email. The General Assembly should be convened on a working day (Saturdays included) falling  not earlier than 14 and not later than 30 days from the date the notice on convening the General Assembly has been dispatched. The notice on convening the General Assembly  should specify the detailed agenda, the date, venue and the time of the commencement of the General Assembly . The General Assembly shall be held in Warsaw, or any other location within the territory of the Republic of Poland agreed to by the Steering Committee.-/-
5.    The General Assembly may be held without being formally convened, if all CECED Polska members are represented at the Assembly and none of the members present oppose either to the holding of the General Assembly or placing particular matters on the agenda. -/-
6.    The General Assembly shall not adopt resolutions on matters not included in the agenda, unless all CECED Polska members are present at the General Assembly and none of those present object to putting matters on the agenda.-/-
7.    The General Assembly concerning the approval of the financial statements of CECED Polska, the budget report and acknowledgement of the fulfilment of duties performed by CECED Polska bodies shall be convened on  30 June, at the latest.-/-
8.    Resolutions of the General Assembly may be adopted in writing without convening the General Assembly, if all CECED Polska members agree to the contents thereof. Voting in writing shall be organized by the President of the Board of Directors. The time-limit for collecting signatures in favour of the resolutions shall not exceed 30 days. The President of the Board of Directors shall forthwith notify all CECED Polska members about adopting a resolution in writing. Voting in writing shall not be permitted in matters relating to the removal of members of the Association's bodies,  acknowledgement of the fulfilment of duties performed by the Association's bodies, amendments to the Association's Statutes and  the liquidation of the Association.-/-
9.    The General Assembly shall be opened and chaired by the President of the Board of Directors and in the case of his absence by the eldest member of the General Meeting present. The General Assembly may elect a different chairman.-/-
10.    The General Assembly may adopt regulations governing its meeting.-/-

§ 7. [Voting at the General Assembly]
1.    The number of votes a CECED Polska member shall be entitled to at the General Assembly shall depend on the income from the sale of domestic equipment in the territory of Poland (“Income”). Each PLN 10,000,000 (ten million Polish zlotys) of the Income shall entitle to one vote, however each member has a minimum three votes, regardless the size of the Income. If the member reaches more than PLN 30,000,000 of the Income zł (thirty million Polish zlotys), then every PLN 10,000,000 (ten million Polish zlotys) of the Income in excess of this amount gives additional one vote.
The Income shall include direct sales to customers in Poland, sales to traders offering domestic equipment to customers in Poland, sales to other CECED Polska members, servicing of domestic equipment in the territory of Poland. The Income shall not include own export as well as export by the agency of dependent companies, within this range sales to member states of the European Union and exports beyond  European Union borders.-/-
2.    Each member shall submit to the Director General a statement concerning its Income. The above statement should be confirmed by person representing the given member. This statement shall be submitted by 30 September of each year and refer to sales for the previous financial year. The submitted statement shall constitute the basis for determining the number of votes a given member shall be entitled to at a General Assembly in the period from 1 October to 30 September of the following year and also the amount of the membership fee for the following calendar year, subject to the other provisions of this Statute. The member of CECED Polska, who doesn’t submit a statement as mentioned above, should be deprived of right to vote on the General Assembly until he supplements this lack. The Director General maintains a register of the Association's members, where he records the number of votes a given member is entitled to at the General Assembly. The above register shall be open to all members.-/-
2.a. In case of access of a new member not holding a full data for the previous financial year, the statement indicated in § 7 point 2 sentence 1 of the Statute should cover the last twelve months of sales of household appliances on the Polish territory before accession to CECED Polska, or in the absence of such data (if a member of the CECED Polska operates in less than 12 months), the period between the start of sales and date of accession to CECED Polska.-/-
3.    The General Assembly shall be able to adopt valid resolutions, if members constituting more than half the total number of members representing more than half the total number of votes are present at the Assembly. -/-  
4.    Resolution of the General Assembly shall be deemed adopted, if more than half of the members present  representing more than half the total number of votes represented at this General Assembly voted thereon, unless other provisions of the Statute provide otherwise.-/-
5.    Resolutions on matters concerning the obligations of CECED Polska not included in the budget approved by the General Assembly shall be adopted by three-fourths majority of votes.
6.    Resolutions adopted by the General Assembly should be included in the register of resolutions maintained by the Director General. Resolutions shall be signed by the chairman of the General Assembly and the person keeping  minutes.-/-
7.    The voting shall be public-/-
8.    The secret voting shall be decided on issues concerning elections and motions to dismiss the members of CECED Polska, to call them to account, as well personal matters.-/-

§ 8. [Powers of the Steering Committee]
1.    The Steering Committee shall be authorized to submit the following issues to the General Assembly:
1)    action plans of CECED Polska,-/-
2)    budget proposals and the amount of annual membership fee,-/-
3)    candidate for the President of the Board of Directors,-/-
4)    proposal to establish internal organizational units and define their goals and tasks,-/-
5)    its opinion on financial statements and budgetary performance.-/-
2.    The Steering Committee shall take decision in the form of resolutions. Each member of the Steering Committee shall have one vote.-/-
3.    Resolutions may be adopted at a meeting by the presence of three members or in writing. A meeting of the Steering Committee may be convened by any member or the Director General. Resolutions may be adopted at a meeting convened in Warsaw or any other venue, if all members agree, provided that all members have been notified in writing about the subject, date and venue of the meeting. The meeting of the Steering Committee should be convened on a working day (Saturdays included) falling not earlier than 14 and not later than 30 days from the date of dispatch of the notice concerning the meeting. However, in exceptional circumstances, the Steering Committee may be convened urgently, i.e. without keeping the above periods, providing there is consent of all members of the Steering Committee. Resolutions shall be adopted at the meeting by a two-thirds majority of votes cast, but in any case at least 3 votes "for" the resolution are required. Voting through another member of the Steering Committee or by phone shall be permitted.  Resolutions adopted in writing shall require the consent of all the members of the Steering Committee.-/-
4.    The Director General shall participate in the work of the Steering Committee, without the right to vote.-/-  
5.    The Steering Committee may adopt regulations governing its operation, which should by approved by a resolution of the General Assembly.-/-

§ 9. [Election and removal procedure and the term of office of the Steering Committee]
1.    With the exception of point 7 below, the Steering Committee shall consist of six members: the President of the Board of Directors and five persons elected by the General Assembly. -/-
2.    Members of the Steering Committee, excluding the President of the Board of Directors, whose manner of appointment and removal is specified in separate provisions of the Statutes, shall be appointed and removed by the General Assembly in compliance with the provisions of this paragraph, however:
1)    four members of the Steering Committee shall be elected from among the persons designated by members of CECED Polska representing at least half of the total number of votes at the General Assembly,-/-
2)    one member of the Steering Committee shall be elected from among the persons designated by members of CECED Polska – manufacturers for which sales of small domestic equipment in Poland amounts to over 50% of their sales revenue of the domestic equipment.  
3.    Where no candidates have been designated pursuant to Sec. 2 pt 1 or 2 of this paragraph, candidates for members of the Steering Committee may be designated by any member  of CECED Polska.-/-
4.    A candidate for a member of the Steering Committee should hold a key position in the enterprise of a member of CECED Polska, however, not more than one person holding a key position at one member of CECED Polska may run for the position in the Steering Committee.-/-
5.    Members of the Steering Committee shall be elected for the same term of office.  The term of office of the Steering Committee ends on the date of the General Assembly convened for the purpose of acknowledging the fulfilment of duties by members of the Steering Committee having served for the second, full calendar year in office. -/-
6.    The mandate of a member of the Steering Committee shall expire before the end of the term of office for which he was appointed due to death, resignation, stop holding a key position in the enterprise of a member of CECED Polska or removal from the Steering Committee by the General Assembly. -/-
7.    In the case of  expire of the mandate of the member of the Steering Committee due to the facts described in point 6 above, the Steering Committee can work with less then 6 members, but not less than 3 members until the new member or members are appointed by the General Assembly. -/-
8.    In the case of a vacancy in the position of the member of the Steering Committee, the President of the Board of Directors, and in the case of his absence, the remaining members of the Steering Committee shall convene a General Assembly for the purpose of holding supplementary elections to the  Steering Committee.-/-

§ 10. [Powers of the President of the Board of Directors]
1.    The President of the Board of Directors shall manage CECED Polska affairs and  shall represent it.-/
2.    The President of the Board of Directors shall be required to obtain the consent of the General Assembly to assume obligations in the name and on behalf of CECED Polska, which have not been approved by the  General Assembly in the budget.-/-
3.    The President of the Board of Directors shall act upon the resolutions of the General Assembly and the Steering Committee.-/-
4.    The President of the Board of Directors shall manage the work of the Steering Committee.-/-
5.    The President of the Board of Directors shall exercise supervision over the fulfilment of duties by the Director General.-/-

§ 11. [Election and removal procedure and the term of office of the President of the Board of Directors]
1.    The President of the Board of Directors shall be appointed and removed by the General Assembly.-/-
2.    The President of the Board of Directors shall be appointed for a term of office which ends on the date of the General Assembly convened for the purpose of acknowledging the fulfilment of duties by the President of the Board of Directors having served the for second, full calendar year in office. -/-
3.    The President of the Board of Directors may serve for only two consecutive terms of office.-/-
4.    The mandate of the President of the Board of Directors shall expire before the end of the term of office for which he was appointed due to death, resignation or removal by the General Assembly.-/-  

§ 12. [Powers of the Director General]
1.    The Director General shall manage the organizational and day-to-day affairs of CECED Polska.-/-
2.    The Director General shall act within the CECED Polska budget approved by the General Assembly.-/
3.    The Director General shall manage the CECED Polska secretariat.-/-
4.    The Director General shall represent CECED Polska before third persons under the powers of attorney granted by the  President of the Board of Directors.-/-
5.    The Director General shall exercise CECED Polska rights in all partnership companies, organizations and entities of which is, especially,  a member, stockholder or shareholder-/-
6.    The Director General shall be bound by the resolutions of the General Assembly and decisions of the President of the Board of Directors concerning the management of CECED Polska affairs.-/-

§ 13. [Election and removal procedure and the term of office of the Director General]
1.    The Director General shall be appointed and removed by the General Assembly.-/-
2.    The Director General shall not be a member of any body or an employee of any member of  CECED Polska without the consent of all the members of CECED Polska.-/-
3.    The Director General shall be appointed for a term of office which ends on the date of the General Assembly convened for the purpose of acknowledging the fulfilment of duties by the Director General having served for the fifth, full calendar year in office. -/-.
4.    The mandate of the Director General shall expire before the end of the term of office for which he was appointed due to death, resignation or removal by the General Assembly.-/-    
5.    For important reasons, the Director General may be suspended in his functions by the Steering Committee. In the case of a suspension,  the duties of the Director General shall be taken over by the President of the Board of Directors, who shall be required to convene a General Assembly for the purpose of  making changes in the post of the Director General.-/-  


Chapter III
The basic goals and tasks of the Association and ways and forms of realising them

§ 14. [The basic goals and tasks of CECED Polska]
1.    CECED Polska is an association of employers conducting commercial activity not focused on earning the maximum profit. The profit from the commercial activity of CECED Polska shall be assign on fulfilling the statutory goals and can not be divided between members.-/  
2.    The goals of CECED Polska shall in particular include:
1)    to represent the interests of employers – domestic equipment manufacturers, members of CECED Polska in front of the state, public administration, territorial government authorities and all other organizations,-/-
2)    to coordinate, in technical areas,  the participation of Polish domestic equipment manufacturers in international, European and national standardization, certification and similar bodies, -/-
3)    to conduct studies and other research aimed at informing domestic equipment manufacturers in Poland and formulating a common policy,-/-
4)    to collect data and statistics to inform members of the Association about the situation of the domestic equipment industry in Poland, Europe and the World,-/-  
5)    to maintain contacts with opinion-makers, consumers, employee representatives, scientific communities, economic and social organizations and the mass media connected with the realization of  CECED Polska goals.-/-
6)    the activity in the wide scope of environmental protection such as: introducing the idea of sustainable development, helping its members to fulfill the obligations concerning the environmental protection and taking up several activities aimed at increasing the ecological awareness of the society.-/-
7)    establishment, payment and assumption of the shares in the recovery organization on the basis of art. 57 of the Act on waste electrical and electronic equipment of 29th July 2005, active participation in this organization and control and supervision of its activity.-/-
3.    CECED Polska shall not undertake any actions influencing competitiveness of its members or other entities.-/-

§ 15. [Ways and forms of realizing CECED Polska's goals and tasks]
1.    In order to realize the tasks relating to representation of the interests of  CECED Polska members on the European arena, the Association shall join the European Committee of Manufacturers of Domestic Equipment (CECED) and its bodies shall take an active part in the work of  CECED.-/-
2.    CECED Polska and all CECED Polska bodies shall take decisions and act in compliance with the standards adopted by CECED and in compliance with the Compliance Policy of CECED Polska.-/-
3.    Bodies of CECED Polska shall notify members of the Association about any matters addressed in   CECED discussions.-/-
4.    Based on annual budgets, CECED Polska shall detail the scope of tasks connected with the realization of the basic goals of CECED Polska.-/-
5.    CECED Polska when fulfilling its statutory goals may establish and invest in commercial law companies (including the recovery organization of electrical and electronic equipment set up on the basis of Act on waste electrical and electronic equipment of 29th July 2005) and other organizations.-/-
6.    Moreover CECED Polska, in order to fulfill its statutory goals may conduct other, legally allowed forms of activity, in particular:
1)    Taking up the initiatives in the scope of its statutory goals by organization the trainings conferences, consultations, courses, seminars, lectures, shows and other meetings both for its members and third parties;-/-
2)    Conduct the publishing activity, studies, market researches, consulting and expertise in the scope of statutory activity;-/-
3)    Collection, elaboration and analyzing the information concerning Domestic Appliances industry in Poland and all over the world. -/-
7.    The commercial activity of CECED Polska to fulfill its statutory goals shall be:
1)    Market and public opinion survey (PKD 73.20.Z)-/-
2)    Other surveys and technical analysis (PKD 71.20.B)-/-
3)    Other advising in the scope of running the commercial activity and management (PKD 70.22.Z)-/-
4)    Other non-school form of education not elsewhere classified (PKD 85.59.B)-/-
5)    Other publishing activity (PKD 58.19.Z)-/-
6)    Activity concerning organization of fairs, exhibitions and congresses (PKD 82.30.Z)-/-
7)    Other professional, scientific or technical activity not elsewhere classified (PKD 74.90.Z).-/-


Chapter IV
Membership and loss of membership

§ 16. [Membership criteria]
1.    Members of CECED Polska may be only employers, within the meaning of Article 3 of the Labour Code, who are:
2)    entrepreneurs manufacturing domestic equipment in the territory of Poland,-/-
3)    direct  members of CECED selling domestic equipment in the territory of Poland,-/-
4)    representatives or divisions of domestic equipment manufactures from the European Union,-/-
5)    entrepreneurs which are agents (on the appropriate contract validity) of producers of domestic equipment, selling domestic equipment of this producer in the territory of Poland, subject to their recommendation by a 3 /4 of CECED Polska members, other than pointed in pts 1 to 3.-/-

2. Each member of CECED Polska accepts Compliance Policy of CECED Polska by submitting a relevant declaration. New members of CECED Polska submit such a declaration before obtaining the membership in CECED Polska.
§ 17. [Membership]
1.    With the exception of founding members, membership in CECED Polska is granted upon the adoption of a relevant resolution by the General Assembly of CECED Polska, subject to the membership criteria specified in these Statutes. -/-
2.    The register of  CECED Polska members is maintained by the Director General.-/-

§ 18. [Loss of membership]
1.    Membership of  CECED Polska shall be cancelled upon the lapse of one year from the date of the submission to the President of the Board of Directors or the Director General of a written declaration to that effect, provided that in exceptional cases, with the approval of the General Assembly, the loss of membership can take place in a shorter period with effect at the end of the calendar year, providing that membership fees payment of withdrawing member were duly paid for the whole calendar year.-/-
2.    Loss of CECED Polska membership shall become effective upon a resolution of the General Assembly to that effect. Resolution on the loss of membership shall be adopted in the case of:  
1)    termination of a business activity by a member, -/-
2)    loss of  the employer status,-/-
3)    failure to satisfy other membership criteria specified  in these Statutes for a period of one year,-/-
4)    delay in the payment of membership fees exceeding haft a year or delay in the performing other obligations putted on the member of CECED Polska mentioned in this statutes.-/-
5)    serious infringement of competition law, including, in particular breach of competition law by the member representative, executed within the activity of CECED Polska, in case of lack of immediate, unequivocal member act of distancing itself from the actions of its representative. In such a case, the activities of a representative are assumed to be supported by and thus it is considered to be the action of a member of CECED Polska.
3.    In voting on the resolution concerning the loss of membership of CECED Polska, the votes of the member concerned shall not be taken into account.-/-
 
Chapter V
The rights and duties of members of the Association

§ 19. [The rights of a member]
Each member of CECED Polska shall have the right to:
1)    participate in all the decisions of CECED Polska involving its interests,-/-
2)    obtain information about the activities of  CECED Polska,-/-
3)    participate in and vote at the General Assembly of CECED Polska,-/-
4)    leave the Association giving at least a one year's notice, -/-
5)    appeal to the General Assembly against the decisions of other bodies of the Association.-/-

§ 20. [The duties of a member]
1.    A member of CECED Polska shall be obliged to cooperate and support, within its means, the activities of CECED Polska.-/-
2.    A member of CECED Polska shall be obliged to pay its membership fees in a timely manner as well as the other obligations putted on the member of CECED Polska.-/-

Chapter VI
Manner of representation of the Association and persons authorized to assume obligations

§ 21. [Representation of CECED Polska]
CECED Polska shall be represented by the President of the Board of Directors.-/-

§ 22. [Persons authorized to assume obligations]
The President of the Board of Directors shall be the person authorized to assume obligation in the name and on behalf of CECED Polska. With respect to obligations not provided for in the budget approved by the General Assembly, assumption of any obligations by the President of the Board of Directors shall require the consent of the General Assembly. The Director General may assume obligations in the name and on behalf of CECED Polska only under the power of attorney granted by the President of the Board of Directors.-/-

Chapter VII
Amendments to the Statutes, dissolution of the Association and allocation of its property in the case of liquidation

§ 23. [Amendments to the Statutes]
Any amendments to the Statutes shall require the resolution of the General Assembly adopted by a majority of two thirds of votes represented at the General Assembly in the presence of more than half the total number of  CECED Polska members.-/-

§ 24. [Dissolution of CECED Polska]
CECED Polska shall be dissolved pursuant to the resolution of the General Assembly adopted by a majority of two thirds of votes represented at the General Assembly in the presence of more than half the total number of   CECED Polska members.-/-.

§ 25. [Liquidation of CECED Polska]
In the case of the liquidation of the Association its liquidation shall be conducted by the President of the Board of Directors.  The property of the Association which remained following liquidation shall be distributed among members in proportion to the amount of the membership fees actually paid by the given member over the period of three years preceding the dissolution of the Association, and if the Association operated over a shorter period, then in proportion to the amount of the membership fees actually paid by the given member over the whole period of the Association's operation.-/-

Chapter VII
Manner of obtaining financial resources and fixing membership fees

§ 26. [CECED Polska financing]
1.    Activities of CECED Polska are financed by membership fees, donations, inheritances, commercial activity and earnings of the property of CECED Polska..-/-
2.    Projects and activities of CECED Polska which do not include all the members can be financed from additional fees contributed by these members. The amount of additional fees owned to each member of CECED Polska in each time is determined by the Director General after consultation with members concerned. Decisions on allocation of funds from the additional fees are made by these members.-/-
§ 27. [Manner of fixing membership fees]
1.    A membership fee shall be fixed in proportion to the number of votes held by a member at the General Assembly.-/-
2.    The amount of the membership fee due from the given member shall be determined by the Director General as the product of the number of votes held by the given member at the General Assembly and the ratio of the amount of CECED Polska budget approved by the General Assembly for the given year and the total number of votes of all the members of CECED Polska.-/-
3.    The detailed rules and dates for paying membership fees shall be each time determined by a resolution of the General Assembly approving CECED Polska budget for the given year.-/-
4.    In the situation when the expenditures concerning the activity of CECED Polska may exceed the amount set in the budget for the given year , the General Assembly may during the given year, in the form of resolution set the additional membership fees to cover the unexpected expenditures.-/-
5.    In case of access of a new member to CECED Polska, the fee for the period from the accession to the CECED Poland to the end of the calendar year, in which the accession was made, shall be calculated by Director General taking into account the average percentage (rounded to three decimal places) share of fees of all members of CECED Polska in their income indicated in the statements which are a basis for calculating fees for the given calendar year. The fee of a new member for the remaining part of the year shall not be less than the equivalent of fee corresponding to the minimum three votes at the General Meeting.-/-

§ 28. [Founding committee]
The Founding Committee consist of following persons:
1.    Mr. Wojciech Konecki
2.    Mr. Bernhard Horak
3.    Mr. Jacek Rutkowski.