Amended Statute of Irish Polish Chamber of Commerce, November 16 2016

Statute of the Irish Polish Chamber of Commerce

Adopted on April 14th, 2005 and revised on November 16, 2016

 

 

General provisions

 

Article 1

 

This statute constitutes an integral part of the Founding Agreement concluded on April 14th 2005.  The Statute regulates issues connected with the internal organisation of the Irish Polish Chamber of Commerce, hereinafter referred to as “the Chamber”.

 

 

Objectives of the Chamber

 

Article 2

 

The objectives of the Chamber are to promote the development of the trade, business, social and cultural relationship between Ireland and Poland, and to promote friendship and understanding between Ireland and Poland 

 

In order to achieve this objective, the Chamber shall:

 

-           encourage business activity in Poland by Irish business people

 

-           facilitate commercial contacts between Polish and Irish business people

 

-           represent the interests of the members of the Chamber in relations with the Polish and Irish authorities.

 

-           organise events of interest to its members

 

-           associate and cooperate with other organizations which share mutual interests

 

-           Engage in such other activities as may be deemed appropriate by the Board of the Chamber.

 

 

Restrictions on the Chamber’s activities

 

Article 3

 

The Chamber is a non-profit organization.  The Chamber may not act for the purpose of profit for any private person or other organization.

 

The Chamber shall not be used for any political purposes.

 

 

 

Membership of the Chamber

 

Article 4

 

Membership of the Chamber shall be given to any body or to any person that

 

-                      Has an existing or intended link to Ireland

 

-                      Has paid the appropriate membership fee

 

-                      Has a good standing and reputation

 

Membership categories for companies and individuals and the appropriate fees shall be set by the Board of the Chamber.

 

The approval of membership applications shall be governed by the Board of the Chamber.  

 

Article 5

 

Members of the Chamber have the right to

 

-                      use the services of the Chamber

 

-                      participate in events organised by the Chamber

 

-                      submit motions to Board meetings or General Meetings of the Chamber

 

-                      participate in General Meetings of the Chamber

 

-           vote on the membership of the Board of the Chamber

 

-           stand for election to the Board of the Chamber

 

Article 6

 

Members of the Chamber are obliged to

 

-                      Base their activities on the principles of professional ethics and standards of fair conduct

 

-                      Observe the Statute of the Chamber as well as regulations and resolutions of General Meetings and the Board of the Chamber

 

-                      Pay the annual membership fee

 

 

Article 7

 

The Board may grant honorary memberships.  Honorary Members shall not have an obligation to pay a membership fee, and shall not have voting rights.

 

Article 8

 

Any Member who wishes to resign shall submit a letter of resignation to the President of the Chamber.  No membership fees shall be refunded in the case of resignation.

 

The Chamber may terminate membership by a majority decision of the Board of the Chamber, should a member fail to meet the conditions of membership.  No membership fees shall be refunded in the case of such termination.

 

 

The Board of the Chamber

 

Article 9

 

The Chamber shall be governed by the Board of the Chamber.  The work of the Board shall include

 

-                      Managing the Chamber’s activities

-                      Drafting resolutions for General meetings

-                      Granting membership of the Chamber

-                      Adopting resolutions in all matters not reserved for the competences of General meetings of the Chamber.

 

Article 10

 

The Board of the Chamber shall have the following officers:

 

President

Treasurer

Executive Director

 

The Board of the Chamber shall have no more than eleven members.

 

At the discretion of the Board of the Chamber, a representative of the Embassy of Ireland in Warsaw and of the Enterprise Ireland office in Warsaw shall be invited to participate in Board meetings as non-voting members.  

 

The term of office of the members of the Board shall be two years.

 

Article 11

 

The President shall be responsible for the overall direction of the Chamber.

 

The President shall chair Meetings of the Board of the Chamber, Annual General Meetings of the Chamber and Extraordinary General Meetings of the Chamber. 

 

The President shall represent the Chamber in its dealings with other bodies.

 

In the case of the absence of the President, they shall designate another member of the Board to act in their place.

 

Article 12

 

The Treasurer shall be responsible for the financial management of the Chamber.  They shall regularly report to the Board of the Chamber on the Chamber’s financial activities and situation.  The Treasurer shall report to the Annual General meeting of the Chamber on the Chamber’s financial situation and shall prepare an annual budget for the ensuing financial year and submit this to the Annual General Meeting for approval.

 

Article 13

 

The Executive Director shall have responsibility for the Chamber’s day to day management, under the direction of the President, and shall have primary responsibility for the organisation of the Chamber’s events.

 

Article 14

 

The members of the Board of the Chamber and the President of the Chamber shall be elected by the General Meeting of the Chamber.  Candidates must be members of the Chamber in good standing and may nominate themselves for election.  

 

The Treasurer and Executive Director shall be elected from among the Board members at their first meeting following the General Meeting of the Chamber.  

 

Article 15

 

The Board shall meet at least four times per year.  

 

The President shall convene meetings of the Board.  A meeting of the Board may also be convened with the written support of four members of the Board.

 

At least seven days’ notice of meetings shall be given to members of the Board.

 

A quorum for a meeting of the Board shall comprise ½ of the Board members with voting rights.

 

Any decision of the Board shall be made by a simple majority of members of the Board present.  In the case of a tie, the President shall have the casting vote. 

 

Meetings of the Board may be held by telephone via conference or by other form of remote communication at the discretion of the President, and with the support of two thirds of the members of the Board.

 

Article 16

 

The Board may establish a number of committees to examine and report on issues falling within the remit of the Chamber.  The work of such committees shall be supported by the Executive Director.

 

Article 17

 

A member of the Board of may terminate their term in office at any time in writing to the President.  

 

The Chamber may terminate the term of office of an officer of the Chamber by a majority decision of the Board should sufficient grounds arise.

 

Vacancies arising between General Meetings of the Chamber may be filled by the appointment of a replacement member of the Board by the remaining Board members.  This member shall serve the remainder of the term of the departing member.

 

 

General Meetings of the Chamber

 

Article 18

 

The Board of the Chamber shall convene an Annual General Meeting of the Members of the Chamber once a year.  Notice of the date shall be provided to Members by the President of the Board at least twenty-eight (28) days prior to the date of the meeting.  An agenda for the Annual General Meeting shall be provided to members at least two weeks prior to the date of the meeting.

 

An Extraordinary General Meeting may be convened whenever the Board of the Chamber deems it necessary, or upon the request of at least one third of the members of the Chamber.  At least fourteen (14) days notice shall be provided to the Members, which notice shall indicate the matters which are to be the subject of that meeting.

 

Any agenda item for an Annual or Extraordinary General Meeting that requires a resolution of the membership shall be approved by the Board and notified to the membership no less than seven days in advance of that meeting.

 

 

Article 19

 

General Meetings shall have exclusive competence in the following matters:

 

-           approving the agenda and adopting by-laws for General Meetings,

-           approving the Chamber’s programmes of activities

-           electing and dismissing members of the Board of the Chamber

-           electing and dismissing the President of the Chamber

-           examining reports on the Board of the Chamber activities, and adopting resolutions submitted by the Board of the Chamber,

-           appointing a certified auditor,

-           approving, upon the request of the Board of the Chamber, the Chamber’s budget for a calendar year,

-           alteration of any provision of the Statute,

-           dissolution of the Chamber.

 

Article 20

 

Unless otherwise provided for herein, any decision of an Annual or Extraordinary General Meeting, of a Meeting of the Board shall respectively be made by a simple majority of members present and voting.  In the case of a tie, the President shall have the casting vote. 

 

A quorum for Annual or Extraordinary General meetings shall comprise 1/3 of members of the Chamber with voting rights.

 

Members of the Chamber may appoint a proxy to represent them at meetings of the Chamber.  The appointment of this proxy shall be communicated to the Board at least two working days in advance of the general meeting.

 

 

Finances of the Chamber

 

Article 21

 

The expenses of the Chamber shall be covered by the following incomes:

 

-                      Annual fees paid by the Members.

-                      Contributions received from the Members and other donors.

-                      Other incomes, in particular, from events organised by the Chamber.

 

Article 22

 

The Board shall appoint an auditor to examine the accounts of the Chamber, and the auditor may express their opinion on the results of such examinations at a Board Meeting.  The Auditor shall submit a report on the accounts of the Chamber to the Annual General Meeting

 

Article 23

 

The Treasurer shall report to the Annual General meeting of the Chamber on the Chamber’s financial situation and shall prepare an annual budget for the ensuing financial year and submit this to the Annual General Meeting for approval.

 

 

Patron of the Chamber

 

Article 24

 

The Ambassador of Ireland to Poland shall be the Patron of the Chamber.  The Patron shall offer advice to the President and Board on the role and objectives of the Chamber.  The Patron shall have no obligations or liabilities with regard to the Chamber.

 

 

Dissolution of the Chamber

                                                           

Article 25

 

The dissolution of the Chamber shall be adopted upon approval by two thirds of the Members with voting rights at an Extraordinary General Meeting, convened solely for the said purpose.  

 

In the event of the Chamber being dissolved, all debts and liabilities shall be fully paid or performed to the extent of the Chamber’s assets and the disposal of the remaining funds should be paid pro rata in relation to the membership fees paid by the Members.

 

Article 26  

 

Amendments to these articles may be proposed by any Member of Chamber.  The Board of the Chamber shall consider the proposals and present its recommendations to a General Meeting or present its recommendations by post in a letter sent to the members of the Chamber.    Amendments shall be adopted upon approval by two thirds of the members with voting rights present and voting, or in the absence of a General Meeting, upon the approval of two thirds of the members with voting rights who have responded by post to the Board’s letter presenting its recommendations.

 

 

Final provisions

 

Article 27

 

Provisions of the Founding Agreement, the Trust Agreement, the Deed of the Company Formation, the Code of Commercial Companies and the Civil Code shall apply to any matters not regulated herein.

 

Article 28

 

 

The Board shall be the sole authority for the interpretation of these Articles, and the decision of the Board upon any question of interpretation or upon any matter affecting the Chamber and not provided for by these Articles, shall be final and binding on the Members, unless altered or reversed by a resolution of a General Meeting of the Chamber.

 

Article 29

 

This Statute is adopted in English and Polish language versions.  In the event of any discrepancy between the two language versions, the English version shall prevail.