KRD IG

STATUTE

Statut_en

Upon a verdict of Commercial Court XII, National Court Register department from 11 July 2014

(changed § 18 section 2, n § 18 section 2 added point 16, in § 22 added point 3)

Upon a verdict of Commercial Court XII, National Court Register department from 29 July 2016

(changed § 20 section 2)

 

STATUTE OF NATIONAL POULTRY COUNCIL – CHAMBER OF COMMERCE in WARSAW

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CHAPTER 1

General provisions.

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§1

National Poultry Council – Chamber of Commerce, hereinafter referred to as the Chamber, is an institution of economic self-government, which represents the economic interests of its members, in particular before the state administration bodies.

 

§2

1.       The name of the Chamber is: National Poultry Council – Chamber of Commerce.

2.       The Chamber is entitled to use the abbreviation: NPC-CC.

 

§3

1.       The Chamber is operating in the territory of the Republic of Poland and internationally. On the territory of its operation the Chamber can create representative offices and branches.

2.       The seat of the Chamber is located in capital city Warsaw.

 

§4

1.       The Chamber is using the following seals:

1)      Circular seal with Polish coat of arms in the middle and the inscription: National Poultry Council – Chamber of Commerce in Warsaw on the rim.

2)      Address seal with inscription: National Poultry Council – Chamber of Commerce,

2.       The chamber can use a graphical identification sign (logo), registered in accordance with the current regulations.

 

§5

The Chamber operates under the chambers of commerce act from 30 may 1989 and its Statute.

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Chapter II

The tasks of the Chamber

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§6

The statutory tasks of the Chamber are, in particular:

1)      representing and protection of the interest of its members before state administration bodies, self-government bodies and Polish and foreign organisations,

2)       the activities for the development of poultry sector in modern organisational and technological forms,

3)      providing the opinions about the state of poultry sector development, project of legislative acts and solutions which relate to the functioning of the poultry sector, taking initiative in proposing such legislation and solutions and participating in their preparation process,

4)      handling of tasks entrusted to the Chamber by the state administration bodies and self-government bodies,

5)      expanding of co-operation with Polish and foreign economic organisations and scientific institutions,

6)      working for the development and increasing the quality of the professional education of the Chamber’s members,

7)      promoting the poultry products and business achievements of the Chamber’s members,

8)      providing the counselling and training in the areas of interest of poultry sector and the logistical, legal and economic assistance for the Chamber’s members and support for their initiatives,

9)      creating the environment for resolving of any disputes in an amicable and conciliatory manner,

10)   shaping and propagating the rules of professional ethics and the honesty in business trading,

11)   performing the other unlisted tasks.

 

§7

1.       The Chamber is performing its statutory tasks by:

1)      providing its members with support of different forms and scope in initiating and performing the activities aimed at using the scientific, technological or logistical innovations,

2)      co-operation with state administration bodies and economic, social, professional organisations, and scientific institutions,

3)      conducting breeding research and breeding programmes, testing and assessing the appropriability and quality of poultry, poultry products and preserves,

4)      creating and maintaining the economic information systems, including Poultry Information Centre,

5)      creating and publishing monthly, quarterly and yearly Information Bulletins, gathering and processing economic data for the needs of the Chamber members or commissioned by state administration bodies, self-government bodies or other subjects,

6)      preparing analysis, assessments, opinions and conclusions about Polish and foreign poultry markets, profitability of breeding, producing and processing the poultry and direct production costs important for the individual branches of poultry industry,

7)      prognosticating the directions of poultry breeding, production and processing development and the volume of import for national poultry sector needs and approaching the state administration bodies with petitions in this area,

8)      handling the tasks assigned to the Chamber by state administration and self-government institutions and delegating representatives for their counselling bodies,

9)      establishing the contacts and creating convenient ways of establishing the contact with national and foreign poultry organisations for the promotion of products exports and the achievements of poultry sector,

10)   participating in fairs, exhibitions and sales events in Poland and internationally and organising such events for promotion of the achievements and poultry products of the Chamber’s members,

11)   co-operation with scientific and educational institutions with poultry in their scope of interest, with veterinary and sanitary services in the area of  poultry preventive treatments and health,

12)   co-operation in the areas of natural environment protection and propagation of healthy nutrition standards,

13)   co-operation with state agencies and banks in the area of poultry crediting and providing help in acquiring the financial aid for poultry industry activities for the Chamber’s members,

14)   providing logistical and counselling support for the Chamber’s members,

15)   maintaining the Conciliatory Court working permanently beside the Chamber,

16)   creating the representative offices, branches, sections, commissions and other units and ensembles,

17)   conducting business activity on the regular legal basis by the separate organisational units of the Chamber in such range that will not harm the economic interests of the Chamber’s members,

18)   other activities necessary for fulfilling the statutory obligations of the Chamber.

2.       The Chamber is obligated to apply for receiving the resources necessary for performing the tasks assigned to the Chamber by state administration bodies or self-government bodies.

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CHAPTER III

Membership

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§8

1.       The Chamber grants following types of membership:

a)      full

b)      supporting

c)       honorary

2.       The full membership can be granted to any business subject, whose area of activity is poultry breeding, production and processing and business subjects conducting production, trade and services which supplies and aids the poultry industry,

3.       The supporting membership can be granted to legal entities and natural persons, entrepreneurs and institutions which identify with the mission of the Chamber and would like to actively support it.

4.       The honorary membership can be granted to natural persons that will contribute to the propagation of the Chamber’s mission.

5.       Membership is granted by the resolution of the Management.

 

§9

1.       The Chamber membership is acquired by resolution and passing the Statute of the Chamber.

2.       The third parties acquire the Chamber membership by providing a written declaration and by the resolution of the Chamber Management.

3.       In case of refusal of granting the Chamber membership, the subject which provided a declaration can appeal to the Chamber General Assembly within 30 days from the date of receiving the refusal resolution of the Management,

4.       The resolution of the General Assembly about granting or refusal of the Chamber membership is final.

 

§10

1.       The member can lose membership at the moment of proclaiming the Management resolution of removing the member from the member list, by procedure initiated by the member or by default regulations in case of:

a)      ceasing the business activities described in  § 8 of the Statute,

b)      non-payment of member contribution in the period longer than 12 months,

c)       violation of professional ethics and the honesty in business trading.

2.       In case described in section 1 point 2, removing the member from the member list ensues after presenting the member with adjuration calling out for contribution payment and receiving no payment from member in the contribution settling period denoted in the adjuration.

3.       In case described in section 1 point 3, removing the member from the member list ensues after verdict in the case provided by Mediatory Commission.

4.       The member, which has been presented with the resolution of removing the member from the member list can appeal to the Chamber General Assembly within 30 days from the date of receiving the resolution of the Management.

5.       The resolution of the General Assembly about removing the member from the member list or overruling the Management resolution is final.

6.       The date of Management resolution about the removal from the member list is considered a date of the cessation of the membership.

 

§11

1.       The full members have a right to:

1)      vote and stand for election to the Chamber’s bodies,

2)      participating in all forms of the Chamber activity,

3)      benefit from provisions and support from the Chamber,

4)      receive full information about the activities and projects of the Chamber,

5)      submit petitions regarding the Chamber and its bodies activities .

2.       The honorary members have a right to participate in the Chamber’s bodies activities by providing their opinions.

 

§12

Members are obliged to:

1)      follow the regulations of the Statute and any regulations based on it and the Chamber’s bodies resolutions,

2)      co-operate in performing the statutory tasks of the Chamber,

3)      provide the payment of member contribution in the denoted time period,

4)      actively participate in the Chamber’s activities,

5)      protect the good name of the chamber, follow the rules of social coexistence and professional ethics and the honesty in business trading.

 

§13

1.       The members, whose area of business activity is poultry breeding, production and processing, who are also the legal entities, exercise their laws and obligations through the bodies authorized by legal regulations to represent them or by plenipotentiary.

2.       The members, whose area of business activity is poultry breeding, production and processing, who are also the legal entities, exercise their laws and obligations through persons authorized by legal regulations to represent them or by plenipotentiary.

3.       The members, who are individual poultry and eggs breeders and producers associated in the poultry organisations of the regional or national scope, exercise their laws and obligations through the bodies of those organizations authorized by legal regulations to represent them or by plenipotentiary.

4.       The members, who are individual poultry and eggs breeders and producers who are not associated in the poultry organisations mentioned in section 3, exercise their laws and obligations personally or by plenipotentiary.

5.       Poultry organisations and unions consisting of poultry organisation mentioned in section 3 are carrying out their membership in the areas of production, construction, trade and service activities for the poultry sector on their own account.

6.       For the members of the Chamber that conduct production, construction, trade and services which supplies and aids the poultry industry the section 1, 2 and 5 regulations are in power in appropriate portions.

 

§14

1.       The terms of determining the rate of member contribution for the cadence are established by the resolution of the General Assembly. The Management will proclaim the rate of the contribution for the period of each separate calendar year based on the terms established by the General Assembly.

2.       The member contribution is paid upfront every for every half a year up to 20th January and 20th July of every calendar year by cash in the Chamber’s register or by transfer to the Chamber’s bank account.

3.       Non-payment of contribution results in revoking the membership as by procedure described in § 10.

 

§15

The chamber has no executive authority towards its members, can not violate their independence and intervene in their internal affairs.

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CHAPTER IV

Funds

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§16

The Chamber funds consist of:

1)      member contributions,

2)      earnings from the own business activity and earnings from the Chamber’s assets,

3)      subventions, inheritances, donations and bequests,

4)      grants-in-aid,

5)      resources necessary for performing the tasks assigned to the Chamber by state administration bodies or self-government bodies,

6)      other income.

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CHAPTER FIVE V

Administration bodies of the Chamber

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§17

1.       The bodies of the Chamber are:

1)      General Assembly,

2)      Management,

3)      Auditorial Commission,

4)      Mediatory Commission.

2.       The members of the Chamber’s bodies are elected from the unlimited pool of candidates. The election procedure is established on the basis of the electoral regulations proclaimed by the General Assembly as a separate resolution.

3.       The cadence of the President, the Management, the Auditorial Commission and the Mediatory Commission lasts four years.

4.       The activity in the Chamber’s bodies is based on the social work of their members.

5.       The General Assembly is determining the rules of compensation and refund of incurred costs of participating in the work of the Management and other Chamber’s bodies as required.

6.       Mandate of the Chamber’s body member is revoked in case of:

1)      written resignation,

2)      cessation of the membership or revoking the plenipotence,

3)      death of a member or losing the legal entity status,

4)      bankruptcy of the enterprise,

5)      change of the employment place by the member of the Chamber’s body.

7.       The individual members of the Chamber’s bodies can be called off during their tenure by the General Assembly resolution for important reason.

8.       The confirmation of the body member mandate revocation is confirmed by a resolution of this body.

9.       In case of mandate revocation, which generated a vacancy, the Chamber’s body have the right to complement its statutory composition. The number of new members added in this procedure must not be higher than one-third of the total statutory membership of that body.

 

„A” General Assembly.

 

§18

1.       The General Assembly is the highest executive authority of the Chamber.

2.       The exclusive prerogatives of the General Assembly are:

1)      passing the Statute of the Chamber and changing it,

2)      deciding about the dissolution of the Chamber, nomination of the liquidator and allocation of the Chamber assets in case of the dissolution,

3)      election of the Chamber’s bodies and the President of the Management,

4)      revoking the mandate of the Chamber’s bodies members during their term,

5)      approving the Chamber’s activities programme and yearly income and expenses preliminaries

6)      approving the Management’s yearly reports of the statutory, economic, financial and the Chamber’s bodies activities,

7)      granting the vote of approval to the Management,

8)      constituting the representative offices, sections and branches,

9)      deciding about constituting the permanent Conciliatory Court beside the chamber and approving the List of Arbiters,

10)   passing the rules of proceedings of the General Assembly and the electoral regulations for the elections to the Chamber’s bodies,

11)   approval of rules of operation of the Auditorial Commission and the Mediatory Commission and the rules of court proceeding for the Conciliatory Court.

12)   deciding in case of appeal from the Management resolution in regards of acquiring and cessation of the membership of the Chamber,

13)   determining the rules of calculating the members contribution,

14)   determining the rules of compensation and refunding the incurred costs of participating in the activities of the Management and the other bodies of the Chamber,

15)   approving credits and loans above the value of 2 500 000 PLN (in words: two million five thousand Polish zloty) that were not included in the yearly income and expenses preliminaries approved by the General Assembly,

16)   deciding about acquiring, transferring and debiting the fixed properties of the Chamber and inclusion of the chamber in companies and non-commercial partnerships.

 

§19

1.       General Assembly gathers once a year.

2.       The Chamber’s Management can convene an extraordinary gathering of the General Assembly by its own initiative or by the written request of Auditory Commission or 1/3 the Chamber’s members. The subject which initiated the extraordinary gathering of the General Assembly is obliged to present the programme of proceedings.

3.       The extraordinary gathering of the General Assembly should undergo not later than 45 day from the request of its initiation. The members of the Chamber should be informed about the date of the extraordinary gathering of the General Assembly and the programme of proceedings not later 14 days before the date of the gathering.

 

§20

1.       The General Assembly consist of the Chamber’s members or their plenipotentiaries. The rules of § 13 of the statute are used accordingly.

2.       Each member of the Chamber or the plenipotentiary of the member has a number of votes based on the value of the member contribution. Each 1000 PLN (one thousand) of the paid contribution equals 1 vote. The members of NPC-CC that pay contribution up to 1000 PLN have one vote. The members that pay contribution between 1001 and 2000 PLN have two votes etc.

3.       The rules of the section 2 are also applicable to the elections to the Chamber’s bodies.

 

§21

1.       The resolutions of the General Assembly are passed by the ordinary majority of votes in the presence of at least half of the members carrying the right to the vote or their plenipotentiaries in first term. The second term of the General Assembly is organised on the same day, and the resolutions in the second term are passed by the ordinary majority of votes regardless of the quantity of present members carrying the right to vote or their plenipotentiaries.

2.       The resolutions in case of the change of the Statute or the dissolution of the chamber are passed in accordance with the rules of Chapter VIII of the Statute.

3.       If the number of the votes is even, the vote of the Chairman of the General Assembly is deciding.

4.       The resolutions of the General Assembly are passed in the open ballot, with exception of the election to the Chamber’s bodies and revoking the mandate of the members of this bodies, which are passed in the secret ballot.

5.       The secret ballot is carried out also in case of the request from at least 1/3 members plenipotentiaries taking part in General Assembly.

6.       The protocol of the General Assembly is signed by the General Assembly Chairman and Secretary.

7.       Any member has a right to be presented with the protocol of the General Assembly or the excerpt from the protocol.

8.       The excerpt from the protocol of the General Assembly consists of the content of the resolutions passed during the General Assembly gathering and is signed by the President of the Management, Vice-President or a member of the Management signing the document on his behalf.

 

„B” Management.

 

§22

1.       The Management of the Chamber consists of seven to thirteen members, including:

a)      President,

b)      one to three Vice-presidents,

c)       five to nine Management members.

2.       All members of the Management are elected for the period of shared term from the unlimited pool of candidates by the General Assembly.

3.       The Management elects one to three Vice-presidents from the pool of its members.

 

§23

The Management is the executive authority of the Chamber with the right to decide in all matters not disclosed as a part of the other Chamber’s bodies competences in the Statute.

 

§24

The competences of the Management include in particular:

1)      handling the finances of the Chamber and implementation of its income and expenses preliminary,

2)      managing the assets of the Chamber,

3)      creating the commissions and counselling bodies and the other administrative units of the Chamber, whose creation procedure is not specified as a prerogative of the Management,

4)      designating the representatives of the Chamber in the management of companies and foundations, in which the Chamber has shares or is their founder,

5)      deciding about acquiring and cessation of the Chamber membership,

6)      calculating the member contribution rate,

7)      determining the rate of compensation and refunding the incurred costs of participating in the activities of the Management and the other bodies of the Chamber

8)      preparing the List of Arbiters for the permanent Conciliatory Court beside the Chamber,

9)      performing logistical and administrational services in the area of the Chamber’s bodies work, gatherings and proceedings,

10)   initiating the gatherings of the Chamber’s bodies,

11)   approving the rules of proceedings of the Chamber’s administrative units,

12)   ensuring the implementation of the Chamber’s bodies decisions,

13)   deciding about the organisation and the participation in fairs, exhibitions, sales events and designating the representatives for activities in the counselling bodies of the state administration bodies and self-government bodies,

14)   other competences not disclosed as the competences of the other Chamber’s bodies,

15)   in case of the unforeseeable expenses needed to finance the justified needs of the Chamber, the Management of the Chamber can impose an additional contribution on the full members by a unanimous decision in the presence of at least ¾ members of the Management.

 

§25.

1.       The President is the head of the Management.

2.       The President is supervising the activities of the Management.

3.       The President moderates the proceedings of the Management. The President can entrust the moderation of the proceedings of the Management to Vice-president for a specified period of time.

4.       The President is supervising the activities of the Chamber’s office and is considered an employer in the legal sense.

 

§26.

1.       The Management gathers at least once a quarter of year.

2.       Any member of the Management can initiate a gathering of the Management and is then obliged to provide the programme of its proceedings.

3.       The gathering of the Management should undergo not later than 14 days from the date of the request. Management members should be informed about the date of the gathering and the programme of the proceedings not later than 5 days before the date of the gathering.

 

§27.

1.       Each member of the Management is entitled to a one vote.

2.       The resolutions of the Management are passed by the majority of votes in presence of at least half of its members. In case of the even number of votes, the vote of the President or the Vice-president supervising the proceedings of the Management is deciding.

 

„C” Auditorial Commission.

 

§28.

1.       The Auditorial Commission consists of three persons elected by the General Assembly by the ordinary majority of votes. The rules of § 21of the statute are used accordingly.

2.       Członkowie Komisji Rewizyjnej nie mogą być członkami innych organów Izby. The Auditorial Commission members can not be members of other Chamber’s bodies.

3.       The Auditorial Commission delegates a Chairman and a Secretary from the pool of its members.

 

§29.

The competences of the Auditorial commission are:

1)      controlling the implementation of the Chamber’s resolutions,

2)      conducting the on-going and yearly audits off all Chamber’s activities, especially the finances,

3)      analysing the financial documents and  the accordance of the expenses with the income and expenses preliminary,

4)      presenting the General Assembly with the conclusions in regards of current activities of the Chamber,

5)      reporting its activities to the General Assembly and initiating the vote of approval for the Management,

6)      the election of the chartered auditor.

§30.

The Auditorial Commission is working on the basis of rules of proceedings and rules of activity passed by the Commission’s resolution.

 

„D” Mediatory Commission.

 

§31.

1.       The Mediatory Commission consists of three persons elected by the General Assembly by the ordinary majority of votes. The rules of § 21of the statute are used accordingly.

2.       The Mediatory Commission members can not be members of other Chamber’s bodies.

3.       The Mediatory Commission delegates a Chairman and a Secretary from the pool of its members.

 

§32.

1.       The commission is responsible for adjudication in disputes in regards of the infringement of the Chamber member prerogatives and duties and the adherence to the rules of professional ethics and honesty in business trading between:

1)      members of the Chamber,

2)      the Chamber and its members.

2.       The proceedings of the Mediatory Commission are initiated on a request of an interested party.

3.       The verdicts of the Mediatory Commission are passed by the ordinary majority of votes in presence of at least half of its members. In case of even number of votes, the vote of the Chairman is deciding.

4.       The verdicts of the Mediatory Commission are presented to the interested parties and the Management.

 

§33.

The Mediatory Commission is working on the basis of rules of proceedings and rules of activity passed by the Commission’s resolution.

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CHAPTER VI

Administrative structure.

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§34.

1.       The General Assembly may create a legally distinct units by a resolution to perform the statutory and economic tasks.

2.       The rules of activity and the structure of those units is approved by Management.

 

§35.

The Chamber may create companies and non-commercial partnerships to perform its economic tasks.

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CHAPTER VII

Finances.

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§36.

1.       The base of the financial activity of the Chamber is the yearly income and expenses preliminary.

2.       The Chamber is keeping the accounts and providing reports in accordance with the accounting act.

3.       The income of the Chamber described in § 16 serve the fulfilment of the statutory tasks and can not be shared in any way between its members.

 

§37.

Following persons can provide declarations in the name of the Chamber:

1)      the President and the Vice-president – personally,

2)      two members of the Management – together,

3)      Managing Director of NPC-CC and one member of the Management – together,

4)      plenipotentiaries.

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CHAPTER VIII

Amendment of the Statute and dissolution of the Chamber

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§38.

The resolutions concerning the change of the Statute or the dissolution of the Chamber are passed by the General Assembly by the 2/3 majority of votes in presence of the 2/3 of the members carrying the right to vote or their plenipotentiaries in the first term. In the second term the resolutions are passed by the 2/3 majority of votes regardless of the quantity of present members carrying the right to vote or their plenipotentiaries.

 

§39.

1.       If the resolution about the dissolution of the Chamber is passed, the General Assembly nominates a liquidator and decides the allocation of the Chamber’s assets.

2.       The costs of the liquidation are paid from the Chamber’s own funds. If there are no funds for the liquidation, the process is financed from the funds of the Chamber members.

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CHAPTER IX

Endnotes.

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§40.

This Statute was passed and accepted on the General Assembly of founder of the National Poultry Council – Chamber of Commerce in Warsaw on 27th of June 1997.

§41.

The acceptance of the Statute is confirmed by the written signature of National Poultry Council – Chamber of Commerce in Warsaw founders on the Founders List.

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