I. GENERAL PROVISIONS
- The Polish-Luxembourg Chamber of Commerce, hereinafter referred to as the Chamber, is a bilateral self-regulating business association, representing the business interests of its Members within the scope of their business activities, in particular in relations with public authorities.
- The Chamber operates on the basis of the Chambers of Commerce Act of 30 May 1989 and this Statute, hereinafter referred to as the Statute.
- The seat of the Chamber is the city of Wrocław.
- The Chamber operates in the territory of the Republic of Poland and abroad. In the territory of its activities, the Chamber may establish its representative offices and branches.
The Chamber is a legal person.
- The name of the Chamber is:
a. in Polish: ” POLSKO-LUKSEMBURSKA IZBA GOSPODARCZA”;
b. in French: “CHAMBRE DE COMMERCE POLONO-LUXEMBOURGEOISE”;
c. in English: “POLISH-LUXEMBOURG CHAMBER OF COMMERCE”;
d. in German: “POLNISCH-LUXEMBURGISCHE WIRTSCHAFTSKAMMER”
- The Chamber uses a seal with its name in Polish. It may use stamps in Luxembourgish, German, French and English.
- The official languages of the Chamber are Polish, German and English.
II. OBJECTIVES OF THE CHAMBER AND METHODS OF ACHIEVING THEM
- The aim of the Chamber shall be to further the development of business and trade relations between the Republic of Poland and the Grand Duchy of Luxembourg, to protect and promote Polish business interests in Luxembourg and Luxembourg business interests in Poland, to support the development of entrepreneurship and to maintain and disseminate national and business traditions of Poland and Luxembourg.
- In order to achieve its objectives, the Chamber may support the activities and use the support of other legal entities and natural persons, organisational entities without legal personality, and bilateral and international organisations.
The Chamber performs its statutory tasks in particular by:
a. protecting and representing the business interests of its Members in relations with public authorities, state and local administration bodies, and national, foreign and international organisations;
b. supporting the development of entrepreneurship by inspiring, intermediating, maintaining and developing business cooperation between entrepreneurs from Poland and Luxembourg, as well as promoting employment and integration into the job market in Poland and in Luxembourg;
c. collecting and disseminating information to support the activities of the Chamber’s Members regarding the economic situation in Poland and Luxembourg, in particular market and financial and economic information promoting Polish-Luxembourg trade;
d. promoting and disseminating scientific, organisational and technical achievements of Poland and Luxembourg as well as disseminating and implementing new technical solutions in business practice;
e. expressing opinions on draft solutions, including legal ones, relating to the functioning of the economy. The Chamber may participate, on terms laid down in separate regulations, in the preparation of draft legal acts in this respect;
f. making assessments of the implementation and functioning of business provisions on doing business;
g. activities to promote and disseminate national traditions, culture, art, protection of cultural goods and national heritage of Poland and Luxembourg;
h. organising conferences, information seminars, symposia, discussions, exhibitions, trade and investment missions, and other promotional events;
i. inspiring the development and amendment of legal regulations concerning business and representing the position of Chamber members in this respect;
j. issuing opinions to Members, at their request, necessary for conducting and developing business activities;
k. publishing and journalistic activities;
l. setting up committees, commissions, units, membership clubs and other peer bodies;
m. mediating disputes between parties engaged in bilateral economic relations, including through mediation and the organisation of arbitration;
n. conducting business activities pursuant to general rules in order to obtain funds for statutory activity;
o. raising funds for the achievement of the statutory objectives of the Chamber, including through the acquisition of financial and non-financial donations, including donations with a recommendation (Article 893 of the Civil Code) for the purpose of achieving the objectives of the Chamber.
In order to achieve its objectives, the Chamber may conduct public benefit activities under the conditions specified by the provisions of the Act on Public Benefit Activity and Volunteerism of 24 April 2003.
III. MEMBERS, THEIR RIGHTS AND OBLIGATIONS
- A Member of the Chamber may be:
a. a natural person conducting business activity in the territory of the Republic of Poland or the Grand Duchy of Luxembourg or independently pursuing a liberal profession;
b. a legal person and an organisational entity without legal personality, created in accordance with the legislation of the Republic of Poland or the Grand Duchy of Luxembourg and conducting business activity;
c. foreign entities within the meaning of the provisions of the Act of 6 March 2018 on the principles of participation in trade of foreign entrepreneurs and other foreign persons in the territory of the Republic of Poland.
- Members of the Chamber indicated in clause 1, letters b and c above are represented in the Chamber by their authorized representatives.
- An authorized representative of the Member, referred to in clause 2 above, shall be understood as a person authorized to represent the Member in accordance with the applicable provisions of law and internal acts regulating the functioning of the given Member (in particular, a member of the governing body of a legal person, a partner authorized to represent a partnership) as well as a person who, pursuant to the rules governing the representation of the Member, has been granted a written authorization to represent the Member at the Chamber.
- Members shall submit written authorisations to represent them in the Chamber to the Head of the Office of the Chamber or the President of the Board of the Chamber. Members are obliged to inform the Chamber immediately of any replacements of their authorised representatives.
- Admission as a Member of the Chamber takes place on the basis of resolution of the Board of the Chamber, hereinafter referred to as “the Board”, after submission by the applicant of a written membership declaration and completed questionnaire, and payment of the registration fee and annual membership fee.
- In case the admission as a Member is refused, the applicant may appeal to the General Assembly of Members within 30 days from the date of delivery of the resolution of the Board.
- The refusal resolution of the General Assembly is final. The appeal shall be considered by the next General Assembly. If the appeal is granted, the date of admission as a member of the Chamber is the date of the resolution of the General Assembly.
- Members of the Chamber have the right to:
a. elect and be elected to Chamber bodies;
b. benefit, on preferential terms determined by regulations adopted by the Board, from all forms of activity of the Chamber;
c. use the trademark of the Chamber according to the rules determined by the Board;
d. make motions and requests concerning all the activities of the Chamber;
e. vote at the General Assembly of Members;
f. participate in committees, commissions, membership clubs and other peer bodies established by the Chamber.
- Members of the Chamber are obliged to:
a. be guided in their business activities by the applicable legislation, ethical principles and standards of integrity;
b. respect the provisions of the Statute, regulations and resolutions of the bodies of the Chamber;
c. contribute to the accomplishment of the statutory objectives of the Chamber;
d. make regular payments of membership fees;
e. protect the good reputation of the Chamber.
- The General Assembly of Members determines the amount of the entry fee and the annual membership fee.
- Membership fees are paid annually, in full for the entire calendar year. Payment of the membership fee shall be made by a transfer into the bank account of the Chamber.
- In the event of a lack of funds to cover the costs of the current activities of the Chamber, the General Assembly of Members may, in the course of the year, by a majority of 2/3 of votes participating in the vote, adopt a resolution to increase the membership fee.
- The difference between the previous and the increased fee must be paid by the Members within one month of the resolution of the General Assembly.
- Membership of the Chamber shall cease:
a. upon the resignation from the Chamber – one month after the service to the address of the Chamber of a written statement of the Member addressed to the Board concerning the Member’s resignation from the Chamber;
b. as a result of the removal from the list of the Members of the Chamber – due to the death of a natural person, liquidation of a legal person or an organizational entity without legal personality, or non-compliance with the statutory requirements for membership, in particular if the Member stops to carry out business activity;
c. if the Member is expelled from the Chamber – due to the Member’s non-observance of the provisions of the Statute or resolutions of the Chamber’s bodies, in particular as a result of a delay in payment of the full (annual) membership fee exceeding three months or when further membership cannot be reconciled with the Chamber’s objectives or when it compromises its good reputation.
- A member is removed from the list of Members and expelled from the Chamber by resolution of its Board.
- The resolution to expel a Member is adopted after the Member has submitted written explanations or the deadline for their submission has passed. A time limit for the submission of explanations, which shall not be shorter than 14 days from the date of the notice to the Member, shall be determined by the Board.
- A resolution of the Board expelling a Member requires the presence of at least 2/3 of the Board members.
- The expelled Member has the right to appeal to the General Assembly within 30 days of the date of service of the Board’s resolution. The General Assembly shall consider the appeal at its next meeting. If the General Assembly of Members does not accept the appeal, the date of the resolution by the Board shall be deemed the date on which the Member is expelled.
- In the event a Member is removed or expelled from the Chamber, the already paid membership fee shall not be refunded.
- The removal from the list of members or the expulsion from the Chamber shall not relieve the Member of the obligation to pay the outstanding membership fee.
- Individuals who have made a special contribution to the development of the Polish-Luxembourg business relations may be granted the title of a Honorary Member of the Chamber.
- The title of the Honorary Member of the Chamber may be awarded only to natural persons.
- The title of the Honorary Member of the Chamber is conferred by the Board by way of resolution. The provision of § 9 clause 1 shall not apply.
- The Honorary Member of the Chamber shall not have any rights and obligations arising from membership of the Chamber.
IV. GOVERNING BODIES OF THE CHAMBER
- The governing bodies of the Chamber are:
a. General Assembly of Members
c. Council of the Chamber
- Resolutions of the Chamber’s bodies are adopted in an open vote by a simple majority of the votes participating in the vote, regardless of the quorum, unless the Statute provides otherwise.
- A secret ballot shall be held for the election of members of the Board, including the President and the Council, and at the request of at least 1/5 of the persons attending the Board meeting or the Members’ Assembly.
GENERAL ASSEMBLY OF MEMBERS
- The General Assembly of Members, hereinafter referred to as “the General Assembly”, is the highest governing body of the Chamber.
- The General Assembly makes decisions in the form of resolutions.
- Resolutions of the General Assembly shall be adopted at ordinary or extraordinary General Assemblies.
- Resolutions may be passed without holding a General Assembly, provided that the draft resolution is delivered to all Chamber Members. The resolution comes into force when a simple majority of the Chamber Members votes in writing in favour of the resolution.
- The General Assembly of Members shall be convened by the Board.
- An ordinary General Assembly shall be convened by the Board once a year, by the end of the second quarter following the end of the reporting year.
- In justified cases, at the request sent to the Board by at least 1/3 of the total number of Members of the Chamber, at the request of the Council of the Chamber or upon the Board’s own initiative, the Board shall convene an Extraordinary General Assembly. The persons requesting the convening of an Extraordinary General Assembly shall specify the matters to be discussed. The Extraordinary General Assembly must be held no later than 8 weeks after the date of the request.
- The Board is obliged to notify the Members of the date, place and agenda of the General Assembly by means of written notices sent by e-mail at least 30 days before the date of the General Assembly.
- In the notice, the Board shall specify the resolutions that will be voted at the Assembly. Both Ordinary and Extraordinary General Assemblies may pass resolutions only on the matters listed in the agenda.
- In the event that the Board does not convene the Ordinary General Assembly within the time limit indicated in clause 2 or does not set the date of the Extraordinary General Assembly within 4 weeks from the date of receiving the request from the Members of the Chamber referred to in clause 3 above, then the Assembly shall be convened by 1/3 of the total number of the Members of the Chamber by way of a resolution adopted in accordance with the procedure specified in § 15 clause 4, the provisions of clauses 3-4 shall apply respectively.
The powers of the General Assembly are:
a. decisions on the annual and multi-annual directions of activity of the Chamber and assessment of their implementation;
b. election and dismissal of the members of the Board and its President and of the members of the Council of the Chamber;
c. adoption, by a majority of 2/3 of the votes cast, of amendments to the Statute;
d. adoption of the regulations of the Chamber and approval of the rules for the election and operation of the Board and the rules for the election of the Council;
e. approving the reports of the Board and the Council;
f. discharging members of the Board and the Council;
g. determining the amount of the entry fee and membership fee;
h. adoption of a resolution on the dissolution of the Chamber;
i. passing resolutions specifying in detail the allocation and division of the Chamber’s assets in the event of its liquidation;
j. consideration of other matters assigned by the Statute to the competence of the General Assembly.
- The General Assembly has the power to pass resolutions irrespective of the number of members present at the General Assembly.
- Members of the Chamber who are natural persons exercise their voting rights in person or by proxy. The Chamber members, referred to in § 8 clause 1, letters b and c of the Statute, exercise their right to vote through their authorised representatives or through proxies.
- Members of the Chamber, their authorised representatives or proxies may, on the basis of a written power of attorney specifying the scope of authorisation, represent more than one Member of the Chamber at the General Assembly.
- Members of the Chamber, their authorised representatives or proxies may take part in the General Assembly also by means of electronic communication.
- The means of communication, mentioned in clause 4 above, should enable verification of the Chamber Member’s identity and, in case he/she is represented by representatives or proxies – also of the basis of their authorization.
- The Board shall provide the Chamber Members, their authorised representatives or proxies referred to in clause 4 with:
a. real-time transmission of proceedings;
b. two-way communication in real time, with the possibility to speak during the proceedings;
c. exercising voting rights before or during the meeting.
- Detailed rules of participation, including voting at the General Assembly may be specified in the Regulations adopted by the Board of the Chamber.
- The Board consists of 3 to 7 members elected by the General Assembly for the period of a five-year joint term of office from among the candidates being
a. the members referred to in § 8, clause 1, letter a of the Statute, or
b. authorised representatives of the Members within the meaning of § 8(3) of the Statute.
- No person convicted of an intentional crime prosecuted ex officio or of a fiscal crime may be a member of the Board.
- Upon expiry of a term of office, the member of the Board may be reappointed.
- The members of the Board shall perform their duties in person.
- The General Assembly may adopt the Election Regulations and the Work Regulations of the Board of the Polish-Luxembourg Chamber of Commerce.
- The General Assembly elects the President of the Board from among the candidates – Members of the Board who have declared their willingness to stand for the position of the President.
- At its first meeting, at the request of the President or upon the Board’s own initiative, the Board appoints up to three Vice-Presidents of the Board, the Secretary of the Board and the Treasurer of the Chamber. Removal from office shall follow the same procedure.
- Neither the Head or employees of the Chamber Office may be appointed to the Board.
- Upon the request of the President, the Board of the Chamber appoints the Head of the Chamber Office and determines the amount and method of his/her remuneration. The Head of the Chamber Office reports directly to the President, who determines the scope of his/her duties with regard to the organisation of the day-to-day work of the Chamber Office.
- The mandate of a Board member shall expire in the event of:
b. dismissal by the General Assembly;
c. written resignation from the Board submitted to the President of the Board;
d. termination of membership of a natural person;
e. termination of his/her function as the authorised representative of a Member of the Chamber;
f. termination of membership of the Member of the Chamber for whom the given Member of the Board is an authorised representative;
g. refusal to discharge the member of the Board from his/her duties during his/her term of office;
h. on the date of adoption by the General Assembly of a resolution granting discharge to the members of the Board after the end of their term of office.
- The Board may invite the Board member whose term of office has expired under the circumstances described in clause 10, letter e to participate in the Consultative Committee.
- The Board shall meet at least quarterly.
- Meetings of the Board of the Chamber shall be convened by the President or, in the event of his/her impediment, by one of the Vice-Presidents:
a. on his/her own initiative;
b. at the request of at least 1/3 of the members of the Board.
- Meetings of the Board shall be chaired by the President or one of the Vice-Presidents, or in their absence by the oldest member of the Board.
- The Board is competent to adopt resolutions with the presence of at least one third of the current number of the Board members, provided that the President or one of the Vice-Presidents and the Treasurer are present. Resolutions of the Board shall be adopted by a simple majority of the votes cast. In the event of an equal number of votes, the President or the chairperson shall have the casting vote.
- The President may invite the Head of the Chamber Office or other persons to the meetings of the Board, with the right to perform an advisory function, if this is appropriate in view of the subject matter of the meeting.
- Members of the Board may also take part in Board meetings by electronic means of communication.
- The means of communication referred to in clause 6 should enable the verification of the identity of the Board Member.
- The person convening the Board meeting shall provide the Board Members with:
a. real-time transmission of the proceedings;
b. two-way communication in real time, with the possibility to speak during the proceedings;
c. the possibility of exercising their voting rights before or during the meeting.
- Detailed rules of attendance, including voting at the meetings of the Board may be laid down in the Regulations adopted by the Board of the Chamber.
The competencies of the Board include:
a. managing the Chamber and representing it in dealings with third parties;
b. implementation of the resolutions of the General Assembly;
c. adopting resolutions on admission of Members of the Chamber and on removal from the Chamber;
d. development of the Chamber’s annual business and financial plans, on the basis of the directions of business laid down by the General Assembly;
e. passing resolutions on the purchase and disposal of real estate owned by Chamber;
f. setting the date and agenda and convening of the General Assembly;
g. setting the dates and topics of the meetings of the Consultative Committee;
h. adopting the Chamber’s financial rules, including the its budget estimates;
i. examining reports on the activities of the Chamber, approving balance sheets and evaluating the performance of the Chamber;
j. monitoring of the Chamber’s current and annual activities, in particular its financial management, examination of accounting documents and of the compliance of expenditure with the Chamber’s budget;
k. adopting the Chamber’s budget and amending it during the year if the needs of the Chamber so require;
l. adopting resolutions on the establishment of representative offices and branches of the Chamber and determining the rules of their activities;
m. interpretation of the Statute;
n. management of the Chamber’s assets;
o. decisions on the disposal and acquisition of fixed assets;
q. reporting its activities to the General Assembly;
r. examining complaints and requests concerning the activities of the Chamber;
s. preparing motions, opinions and draft resolutions on all matters falling within the competence of the General Assembly;
t. establishing rules for the use of the Chamber’s trademark by its Members;
u. decisions on the creation of funds within the Chamber’s current budget and adopting their regulations;
v. adoption of resolutions and other actions in matters not reserved for the General Assembly.
- The scope of activities of the President of the Board includes in particular:
a. organising the work of the Chamber on the basis of resolutions of the Board;
b. preparing proposals and draft resolutions on all matters falling within the competence of the Board;
c. preparing reports on the activities of the Chamber;
d. supervising the implementation of the resolutions of the Board;
e. carrying out other tasks assigned by the Board;
f. day-to-day management of the Chamber and its representation in dealings with third parties.
- In order to perform the duties entrusted to him, the President shall be assisted by the members of the Board and by the Head and staff of the Chamber Office.
- If the President is temporarily prevented from attending to his duties, he shall be replaced by
one of the Vice Presidents of the Board, designated for this purpose by the President or, if this is not possible, by the Board.
- In the event of the expiry of the mandate of the President, the Board shall entrust the performance of his/her duties, until the election of a new President by the General Assembly, to one of the Vice Presidents of the Board.
3. COUNCIL OF THE CHAMBER
The Council of the Chamber is the monitoring and evaluating body of the Chamber.
- The Council of the Chamber consists of 3 to 5 members elected by the General Assembly for a joint term of three years, from among candidates who are:
a. the members referred to in § 8, section 1, letter a of the Statute, or
b. authorised representatives of the Members within the meaning of § 8, section 3 of the Statute.
- No person convicted of an intentional crime prosecuted ex officio or of a fiscal crime may be a member of the Council of the Chamber.
- The function of a member of the Council of the Chamber must not be combined with the function of a member of the Board. In addition, a Member of the Council of the Chamber must not be married to a Member of the Board, in cohabitation, in a relationship of kinship, affinity or a relation of subordination.
- After the expiry of a mandate, a member of the Council of the Chamber may be appointed for another term of office.
- Members of the Council of the Chamber shall perform their duties in person.
- Detailed rules for the election of the Council of the Chamber are set out in the Regulations for the Election of the Council of the Polish-Luxembourg Chamber of Commerce adopted by the General Assembly of Members.
- The Council of the Chamber elects its Chairman from among its members. The Chairman manages the work of the Council of the Chamber, represents it in dealings with third parties and convenes and chairs meetings of the Council of the Chamber.
- The provisions of § 19 clauses 10-11 shall apply accordingly.
- The Council of the Chamber shall meet at least once a year.
- The subject of the annual meeting of the Council shall be, in particular, the matters referred to in § 27 a-c.
- Meetings of the Council shall be convened by the Chairman of the Council upon his own initiative or at the request of the Board.
- The Chairman shall give notice of the time and place of the Council meeting by e-mail at least 14 days before the date of the meeting.
- In the notice, the Chairman shall state the scope of the issues or resolutions to be discussed at the meeting.
- Resolutions of the Council shall be adopted by a simple majority of votes.
- Resolutions may be passed without convening a Council meeting, provided that their drafts have been delivered to all Council members. Resolutions shall come into force if a simple majority of the Council members has voted in favour of them in writing.
8 Members of the Council of the Chamber may take part in meetings of the Council of the Chamber also by means of electronic communication.
- The means of communication referred to in clause 8 should enable verification of the identity of the Council Member.
- The person convening the Council meeting shall provide the Members of the Council of the Chamber with:
a. real-time transmission of proceedings;
b. two-way communication in real time, with the possibility to speak during the proceedings;
c. the possibility of exercising their voting rights before or during the meeting.
The competencies of the Chamber Council include:
a. day-to-day supervision of the activities of the Chamber and the Board;
b. examining and reviewing the annual reports of the Board on the activities of the Chamber, the accounting documents, the conformity of the expenditure with the budget of the Chamber, and submitting an annual written report on the results of such reviews to the General Assembly;
c. submitting proposals to the General Assembly on granting or refusing discharge to members of the Board;
d. reporting to the General Assembly on the Council’s own activities;
e. requesting the General Assembly to dismiss Board members;
f. presenting its opinion on matters submitted by the Board;
g. presenting comments, motions and recommendations concerning the activities of the Chamber to the Board or the General Assembly;
h. submitting requests to the Board for the appointment of members of the Consultative Committee;
i. requesting the Board to convene a General Assembly of Members.
V: CONSULTATIVE COMMITTEE
- The Board may establish a Consultative Committee, hereinafter referred to as the “Committee”, which is a consultative and advisory body to the Chamber.
- Any person, who in a special way contributes to the promotion of Polish-Luxembourg business relations or has extensive knowledge and experience in this field, may become a member of the Committee.
- The Board shall invite each Ambassador of the Grand Duchy of Luxembourg to the Republic of Poland to become a member of the Committee.
- The Committee shall consist of up to 15 members who have accepted the invitation of membership in in the Committee extended by the Board.
- A Member may resign from the Committee at any time by submitting a written resignation to the President of the Chamber.
- The Board may withdraw its invitation of membership in the Committee at any time, in particular in cases where a person’s continued membership in the Committee is no longer compatible with the objectives of the Chamber or is detrimental to its reputation.
- The Committee shall meet at least once a year.
- The dates and subjects of the meetings of the Committee shall be determined by the Board. Members of the Committee shall be notified of meetings by written invitations sent at least 30 days before the date of the meeting. Invitations may also be sent by e-mail if the member has given his or her prior written consent, specifying the e-mail address to which the notification should be sent.
- Meetings of the Committee are chaired by the President or one of the Vice-Presidents. The other members of the Board and the Head of the Chamber Office are entitled to attend meetings of the Committee. Other persons may also be invited to meetings of the Committee if this is appropriate in view of the subject matter of the meeting.
VI. FINANCIAL MANAGEMENT OF THE CHAMBER
- The revenues of Chamber are:
a. entry fee;
b. membership fees;
c. revenues from the Chamber’s own business activities and from its paid public benefit activities, which may be carried out exclusively for the fulfilment of its statutory objectives;
d. subsidies, donations, gifts, bequests and grants;
e. interest and other cash revenues.
- The costs of activity of the Chamber are covered by revenues indicated in clause 1 of this paragraph, and if they turn out to be insufficient, the General Assembly of Members may limit the performance of statutory tasks to the tasks which are the most urgent and essential for the Chamber and its Members.
- The Chamber may conduct its own business activities in particular in the following areas:
a. book publishing (PKD- Polish Register of Business Activities – 58.11.Z);
b. other publishing activities (PKD 58.19.);
c. data processing; website management (hosting) and related activities (PKD 63.11.Z);
d. market research and public opinion polling (PKD 73.20.Z);
e. business and management consultancy activities (PKD 70.22.Z);
f. public relations and communications (PKD 70.21.Z);
g. advertising (PKD 73.1);
h. activities related to the organisation of fairs, exhibitions and congresses (PKD 82.30.Z);
i. commercial activities not elsewhere classified (PKD 82.9).
The President acting alone or two members of the Board acting jointly are authorised to represent the Chamber in respect of its rights and obligations and to make declarations of will on its behalf. Declarations of will resulting in the assumption of property-related obligations with a value exceeding 20% of the Chamber’s budget adopted for a given year, either on a single occasion or during a calendar year, shall require the countersignature of the Chamber Treasurer.
VIII. FINAL PROVISIONS
- In the event of the dissolution of the Chamber, a resolution of the General Assembly will decide on the use of the assets remaining after the liquidation.
- When adopting the resolution on the dissolution of the Chamber, the General Assembly will at the same time appoint a liquidator.