Statute

Section I
GENERAL GUIDELINES
§ 1
1. The Association is called: the Association of Sealed Glass Unit Producers – hereafter referred to as the Association.
2. The Association’s Headquarters and related bodies are located in Poznań.
§ 2
The Association has legal character and operates on the basis of the Act of 7 April 1989 – Law on Associations (Journal of Laws 2001 Nr 79, pos. 855 with amendments) as well as the Act of 24 April 2003 on public use and voluntary activities (Journal of Laws Nr 96, pos. 873).
§ 3
1. The Association operates on the territory of the Republic of Poland.
2. The Association may be a member of national and international bodies with a similar operational profile.
3. The Association may conduct activities outside the borders of the Republic of Poland in accordance with the applicable legal regulations.
4. The Association may conduct economic activities. The income from the Association’s activities is to serve the Association’s statutory aims and cannot be divided among its members.
5. The Association’s activities are based on the social activity of its members, the Association may employ workers or contract other bodies for specific tasks.
§ 4
The Association may use the symbol and stamps in accordance with the applicable regulations.

Section II
THE ASSOCIATION’S AIMS AND MODE OF OPERATION
§ 5
The Association’s aim is to work towards the economic development of the country, in particular by carrying out tasks in the areas of:
1) encouraging enterprise in the field of production and processing of glass,
2) conducting research in external laboratories as well as in the Association’s own laboratory;
3) carrying out supervisory activities by inspecting production;
4) organising conferences and schooling for businesses and their employees;
5) consulting activities in the area of economic activities, production of sealed units and glass processing;
6) marketing and advertising activities connected with the production and sales of glass products;
7) expert and advisory activities in the area of economic activities and the production and sales of glass products;
8) conducting audits of companies from the point of view of the quality of sealed glass units production;
9) awarding the Association’s quality marks;
5) assisting businesses in receiving public assistance;
6) encouraging employment and professional activity among those who are unemployed or threatened with redundancy;
7) activities aiding economic development, including increasing entrepreneurship;
8) educational and cultural activities;
9) activities assisting European integration as well as developing contacts and collaboration between companies;
§ 6
The Association will realise its goals through:
1) speaking out and explaining its position in public debates;
2) publishing, exhibition and press activities;
3) organising schooling, competitions, conferences;
4) cooperating with public administrative bodies and other institutions and organisations, making proposals to them;
5) providing material and financial assistance to individuals and institutions, including local government;
6) carrying out advisory and public information activities on behalf of business;
7) organising inegrational and promotional sessions;
8) conducting and assisting research activities;
9) assisting in the acquisition of finance from the public purse, including EU subsidies;
10) carrying out other activities supporting the realisation of the Association’s statutory aims.

Section III
MEMBERSHIP OF THE ASSOCIATION
§ 7
1. Membership of the association is divided into:
a) ordinary members,
b) supporting members,
c) honorary members.
§ 8
1. Ordinary members are individuals with full legal rights that have not had their public rights curtailed.
2. Foreigners, regardless of their place of residence, can be members of the Association subject to the laws applying to Polish citizens.
3. Legal persons can be supporting members of the Association.
§ 9
1. A candidate wishing to join the Association provides a written declaration request to join and promising to pay the membership dues, and also:
a) natural persons: first names and surname, date and place of birth, address, PESEL number,
b) legal persons: name (company), company address, Regon number, attaching a copy of the company’s registration, if registered.
2. The Managing Board decides on the admission of a new member, issuing a decree. The Board immediately informs applicants of its decision.
3. In the case of a negative decision the applicant is entitled to appeal to a General Meeting of members, whose decision in this matter is final. Appeals should be lodged within one month of receipt of the written decision of the Board.
§ 10
1. An ordinary member of the Association is specifically entitled to:
a) participate in General Meeting of the Association and to participate in voting,
b) electing or being elected to the Association’s bodies,
c) making proposals to the Association’s bodies connected with its activities and demanding information regarding their conduct,
d) participation in meetings and events organised by the Association.
2. An ordinary member of the Association is obliged to:
a) actively participate in undertakings organised by the Association,
b) abide by the rules of the Statute and the decrees of the Association’s bodies,
c) display loyalty towards the Association,
d) regularly pay membership dues.
§ 11
1. Membership of the Association ceases as a result of:
a) written resignation from membership,
b) death of a member who is a natural person, loss of ability to exercise their legal rights fully or the loss of their public rights,
c) liquidation of a member being a legal person,
d) expulsion.
2. Expulsion of a member results from:
a) unjustified arrears in membership dues for a period in excess of 6 months,
b) behaviour starkly contrary to this Statute,
c) behaviour that disqualifies a given person as a member of the Association or which damages its good name,
d) behaviour harmful to the Association.
3. Expulsion is decided upon by the Board in the form of a decree. Before making such a decree the Board will provide an opportunity for the member to submit an explanation in writing or in person at a Board meeting. The Board will immediately inform the interested party of the contents of the decree in writing.
4. Cessation of membership for the reasons outlined in paragraph 1 parts a) - c) is confirmed by the Board in the form of a decree, the regulations in part 3 is applied where relevant.
5. Interested parties can appeal against Board decrees as described above in points 3 and 4 to a General Meeting of members within a period of 1 month from being informed in writing of the content of the decree. The decision of the General Meeting of members is final.
§ 12
1. A supporting member can be a natural or legal person regardless of their place of residence or headquarters, at home or abroad, who with their consent is accepted into the Association for assistance provided in achieving its goals upon submitting a declaration containing the details mentioned in § 9 part 1 as well as a statement of the range of assistance declared to the Association.
2. A supporting member pays a membership fee to a level it determines.
3. Removal from the list of supporting members takes place in accordance with § 11.
§ 13
1. An honorary member can be any natural person, regardless of their place of residence, who is awarded this title by a General Meeting for exceptional services to the Association.
2. Awarding an ordinary member of the Association the title of honorary member does not result in the loss of the rights and duties resulting from ordinary membership.
3. A General Meeting may remove the title of honorary member in the circumstances outlined in § 11 part. 2 points b - d.
§ 14
1. An honorary member can be awarded the title of Honorary President of the Association. The title can be awarded by a General Meeting to a person for truly exceptional services in the activities on behalf of the Association, whose moral character and prior activity is praiseworthy and in accordance with the aims and principles of the Association.
2. The title of Honorary President of the Association can only be awarded to one person at any one time.
3. The regulations governing honorary members apply to the Honorary President of the Association, with the exception that the awarding or removal of this title result from a decree supported by a  2/3 majority of the votes.
4. The Honorary President of the Association has the right to participate in an advisory capacity in all the Association’s bodies.
§ 15
Supporting and honorary members have the right to participate in activities and events organised by the Association, they do not possess either active or passive voting rights. They participate in General Meetings in an advisory capacity.

Section IV
ASSOCIATION BODIES
§ 16
The Association bodies are:
a) General Meeting of Members of the Association,
b) Management Board of the Association,
c) Review Committee.
§ 17
1. Election to the Board of the Association and the Review Committee is performed by the General Meeting of Members from among Association members in a secret ballot. A General Meeting can order the voting to be open.
2. Members of the Board and Review Committee are chosen for a term of 3 years until the choice of a new Board and Review Committee. The mandate of Members of the Board and of the Review Committee expires following the first General Meeting to take place in the calendar year in which the term is completed.
3. The mandate of a member of the Board or Review Committee expires before the completion of the term of office as a result of:
a) ceasing membership of the Association,
b) written resignation,
c) dismissal by a General Meeting by a decree supported by a 2/3 majority.
4. In the situation where the mandate of a member of the Board or the Review Committee expires before the end of the term of office the General Meeting elects a replacement to sit for the remainder of the term.
5. In the case of the expiry of the mandate of a member of the Board or Review Committee in the situations outlined in parts 2 and 3 point b the member continues to function until a replacement is elected in their place, unless the general Meeting decides otherwise.
§ 18
1. Decrees by all bodies of the Association are made by a simple majority with a quorum of at least half the total number of members of the body, unless the Statute declares otherwise.
2. If at the first sitting of a General Meeting of Members quorum is not obtained, at the second sitting decrees can be passed by a simple majority among those present.
3. The second sitting must be announced in advance and cannot be set earlier than one hour after the first sitting.
§ 19
1. A General Meeting of Members is called by decree of the Board at least once in a calendar year.
2. The Board informs members of the date of the meeting and the proposed running order of a General Meeting at least one month in advance.
3. The Board is required to call a General Meeting by a motion from the Review Committee or from 1/3 of the members of the Association. The Board is to call a General Meeting immediately upon receiving such a motion, the date for the General Meeting must fall within 2 months of the motion being filed.
4. A demand to call a General Meeting should be accompanied by a proposed running order which the Board is required to adopt. The order can have other points added to it by the Board.
§ 20
1. The competencies of an Ordinary General Meeting of the Association specifically include:
a) approving organisational programmes and the financial activities of the Association,
b) approving the regulations governing the functioning of the Board of the Association and the Review Committee,
c) analysing and approving reports drawn up by the Review Committee on the Association’s activities,
d) analysing and approving reports drawn up by the Association’s Board on the activities during the previous term of office,
e) giving discharge to the departing Board, after hearing the motions put forward by the Review Committee,
f) electing the President and Members of the Board,
g) electing members of the Review Committee,
h) approving or altering the Association Statute,
i) awarding honorary membership of the Association,
j) setting membership dues,
k) passing decrees on dissolving the Association and disposing of its assets,
l) passing decrees concerning taking up membership of other organisations,
m) creating and dissolving divisions of the Association,
n) passing decrees in cases outlined in the Statute as well as in other matters not reserved for the competencies of the remaining bodies.
2. A General Meeting works according to the agreed running order. A proposed running order can be altered or extended by a General Meeting of the Association. The running order cannot be extended by points concerning changes to the Statute or the dissolving of the association.
3. A General Meeting of the Association, after being declared open by the President of the Board of the Association, elects the Chair, and on his motion, a Deputy Chair and a Secretary, who then run the proceedings.
§ 21
1. The Board consists of 3 members: a President, and 2 Vice-presidents – the Secretary and Treasurer.
2. The President of the Board directs the Board’s work. In case of his absence, the chosen Vice-President or Board Member replaces him.
3. The Board directs the Association’s activities and represents it externally.
§ 22
1. The Board of the Association’s range of activities includes:
a) implementing decisions taken by the General Meeting,
b) steering the ongoing work of the Association and managing its assets,
c) issuing decrees concerning the acceptance of new members and terminations of membership,
d) passing periodic plans and budget outlines,
e) submitting reports on the Association’s activities,
f) acquiring title and incurring liabilities in the name of the Association, with the exception of those under § 25 part 6,
g) approving the Office regulations.
2. The Board meets at a time agreed by itself, in accordance with the need to take the relevant decisions, not less than once every three months.
3. The Board divides activities among its members in cases not requiring collective action.
4. Board meetings are called by the President or other authorized Board member.
5. The Board may employ workers for the administrative service of the Association who together form the Association Office.
6. The detailed operations of the Board are defined by the Board regulations.
§ 23
1. The Review Committee contains from three to five members.
2. The Review Committee chooses a Chair and a Deputy Chair from among its members.
3. The Review Committee’s competencies include:
a) conducting an audit of the finances and the activities of the Board at least once a year,
b) presenting a report to the General Meeting and preparing motions on the matter of giving discharge to the departing Board,
c) presenting audit reports to the Board together with motions,
d) conducting periodic inspections of membership payments,
e) putting forward motions calling for a General Meeting.
4. The detailed operations of the Review Committee are defined by the Review Committee regulations.
5. Members of the Review Committee cannot be persons who:
a) are members of the Board or are related by blood or marriage to a Board Member or in a subordinate position of employment to them,
b) lawfully convicted of a premeditated crime.
6. Any election of a person to the Committee in contradiction to the rules in part 5 is invalid. If the circumstances outlined in part 5 arise during the Committee’s term of office they are identical with the resignation in writing of the Committee member concerned.
§ 24
The Chair of the Review Committee and, if necessary, other of its members, have the right to participate in sittings of the Board of the Association in an advisory capacity.

Section V
ASSETS AND THE ACTIVITIES OF THE ASSOCIATION
§ 25
1. The Associations assets constitute of the monetary funds and other components which serve exclusively the realisation of the statutory aims of the Association.
2. The Association’s assets come from:
a) member dues,
b) subsidies,
c) funds received from sponsors,
d) gifts,
e) covenants and inheritances,
f) income from its own activities,
g) income from assets.
3. Membership dues should be paid by the end of the first quarter of each year. New members pay their dues in line with the principles set out by the Board within 30 days of receiving information of their acceptance as members of the Association.
4. The Association adopts a fiscal policy and accounting practices in accordance with applicable legal regulations.
5. The Association’s assets and funds are managed by the Board.
6. The following activities of asset management require the consent of the General Meeting of Members:
a) the purchase, sale or mortgaging of real estate,
b) the purchase, sale or conversion into equity of shares,
c) taking out credit or loans,
d) renting or leasing the Association’s real estate for a period longer than 3 years,
e) disposing of the Association’s assets to a total greater than 20,000zł or taking on obligations greater than that sum.
§ 26
1. It is forbidden for the Association to grant loans or act as a guarantor to:
a) members of the Association and its bodies,
b) employees of the association,
c) spouses of employees and their immediate relatives or in-laws, and relatives or in-laws once removed,
d) people connected to employees by adoption, foster or guardianship.
2. It is forbidden to transfer Association assets to those described in part 1 points a) - d) under terms different to those for third parties.
3. It is forbidden to utilise Association assets on behalf of those described in part 1 points a) - d) under terms different to those for third parties, unless that use results directly from the statutory aims of the Association.
4. It is forbidden for the Association to buy goods or services on preferential terms from bodies in which participate those mentioned in part 1 points a) and b) as well as those mentioned in part 1 points c) and d).
§ 27
1. The Association may engage in economic activities to an extent and degree as serves the realisation of its statutory aims.
2. The taking on and conclusion of economic activity as well as its scope is decided by the General Meeting.
§ 28
Declaration of intent is submitted in the name of the Association by two members of the Board, including the President and Vice-President.

Section VI
CONCLUDING REGULATIONS
§ 29
This statute can be changed or replaced with a new one only by a General Meeting of the Association on the basis of a decree passed by a 2/3 majority where the Meeting is quorate; § 18 does not apply.
§ 30
1. The Association can be dissolved by a General Meeting on the basis of a decree passed by a 2/3 majority where the Meeting is quorate; § 18 does not apply.
2. The receivers will be the Board of the Association if the General Meeting does not appoint other receivers.
3. Assets remaining after the liquidation of the Association will be disposed in accordance with the decree of the General Meeting of the Members of the Association.
The Statute was passed by decree of the General Meeting of the Members of the Association on 17 December 2007 in Sierosław.
 


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