Articles of association

THE ARTICLES OF ASSOCIATION

The Polish Electric Power Industry Association

taking into account the amendments adopted under the Resolution of the Extraordinary General Meeting of Members of the Polish Electric Power Industry Association of 10th October 2019

Chapter I
The
Name and Seat of the Association
§ 1.

  1. The Association is named and operates under the name of "the Polish Electric Power Industry Association."
  2. The Association is seated in Warsaw.
  3. The Association operates in the territory of the Republic of Poland.
  4. The Association has legal personality and operates on the basis of the provisions of the Act of 7th April 1989 - the Association Law (i.e. the Journal of Laws 2019 item 713).
  5. The Association may belong to international organisations under the conditions set out in their Statutes, provided that it does not violate the obligations arising from international agreements to which the Republic of Poland is a party.
  6. The Association may operate outside the Republic of Poland in accordance with the applicable law.
  7. The Association possesses a badge that makes them distinct from other organisations, as well as a seal with inscription "the Polish Electric Power Industry Association.”

Chapter II
The Objectives of the Association and Methods of their Implementation

§ 2.

1. The purpose of the Association is to protect the rights and represent the interests of members before the authorities and state administration, local self-government administration bodies as well as domestic, foreign and international economic organisations, trade unions, professional self-government or other such organisations with the type of activity similar to the type adopted by the Association. Furthermore, the purpose of the Association is information, advisory and expert activities in the scope of solutions for modern enterprise management with regard to industry, as well as market analysis in the context of implementation of new technical solutions and changes in industry law and standards.

2. The objectives of the Association shall be implemented by:

a) organising support for members of the Association in solving economic, organisational and legal problems related to their economic activity undertaken in the country and abroad,

b) assessment and providing opinions on the applicable and draft regulations, regarding the subject of the Association activity, as well as submission of own projects and postulates in this respect,

c) cooperation with other organisations in the development and improvement of standards for the electric power industry,

d) shaping and dissemination of the principles for professional and business ethics,

e) promoting vocational education at various levels as well as organising and conducting specialist industry training,

f) cooperation with universities and the scientific community in order to popularise the use of new and innovative technologies in the electric power industry,

g) conducting market and marketing research related to the industry, and dissemination of their findings,

h) informing the public about market trends and promoting the aims and effects of the Association activities.

Chapter III
The Membership in the Association

§ 3.

1. The Members of the Association are divided into:

a) individual regular members,

b) individual supporting members,

c) individual honorary members,

d) Standard collective supporting members,

e) Standard Plus collective supporting members,

f) Premium collective supporting members,

whereby there must be a minimum of 15 founding members.

The founding members automatically become individual regular members of the Association.

2. A candidate for a member of the Association shall submit a written declaration containing a statement on joining the Association and a commitment to pay fees. Moreover:

a) natural persons: name (names) and surname, date and place of birth, address, PESEL (Personal Identification Number),

b) legal persons: name (business name), registered office, address, REGON (Business Identification Number), including a copy of the relevant register if they are subject to entry in the register.

3. Being granted the membership of the Association is decided upon by the Association Board, by way of a resolution. The Management Board shall immediately communicate its decision to the interested party, individual regular members, and inform the General Meeting of the admission of new members at the next meeting.

§ 4.

1. Individual regular members of the Association may be adult natural persons, Polish citizens with full legal capacity and not deprived of public rights, who are professionally associated with the electric power industry, or hold written recommendations from minimum two individual regular members of the Association, support the aims of the Association, and will actively participate in the work of the Association aimed at achieving its goals.

2. An individual regular member of the Association has, in particular, the right to:

a) participate in the General Meeting of Members and vote on all resolutions provided for on the agenda,

b) vote and stand as candidates in elections to the authorities of the Association,

c) withdrawal from the Association upon a written notification of the President of the Management Board or one of the Vice Presidents of the Management Board,

d) participate in all events organised by the Association.

3. An individual regular member of the Association is obliged to:

a) actively participate in the activities of the Association,

b) comply with the provisions of this Statute and resolutions of the Association bodies,

c) timely pay membership fees determined annually by the General Meeting of Members.

§ 5.

1. An individual supporting member of the Association may be any adult natural person related to the electric power industry, regardless of their place of residence, having full legal capacity and not deprived of public rights, who, upon submitting the declaration containing the data referred to in § 3. sec. 2, shall be admitted to the Association to help achieve its goals.

Individual supporting members may participate in the General Meeting of Members in an advisory capacity. Individual supporting members have passive voting rights.

Individual supporting members may not take part in voting procedures regarding resolutions of the General Meeting of Members.

An Individual supporting member pays a fee in the amount set annually by the General Meeting of Members.

§ 5a.

Standard collective supporting members may be legal persons running business activity related to the electric power industry, with their registered offices in Poland, whose annual revenues in the previous reporting year were less than PLN 5 million, and who employ fewer than 50 people. The condition for being granted the membership of the Association is the submission of a declaration containing the data referred to in § 3 section 2, and obtaining the consent of the Association Board, expressed in the form of a resolution.

A Standard collective supporting member pays a fee in the amount set annually by the General Meeting of Members.

Each Standard collective supporting member has the right to indicate one individual regular member and any number of individual supporting members. Having more than one individual regular member requires the consent of the Management Board, expressed in a resolution.

§ 5b.

Standard Plus collective supporting members may be legal persons conducting business activity related to the electric power industry, with their registered offices in Poland, whose annual revenues in the previous reporting year amounted to PLN 5 - 50 million, and who employ fewer than 100 people. The condition for being granted the membership of the Association is the submission of a declaration containing the data referred to in § 3 section 2, and obtaining the consent of the Association Board expressed in the form of a resolution.

A Standard Plus collective supporting member pays a fee in the amount set annually by the General Meeting of Members.

Each Standard Plus collective supporting member has the right to indicate two individual regular members and any number of individual supporting members. Having more than one individual regular member requires the consent of the Management Board, expressed in a resolution.

§ 5c.

Premium collective supporting members may be legal persons conducting business activities related to the electric power industry, with their registered offices in Poland, whose annual revenues in the previous reporting year exceeded PLN 50 million, and who employ more than 100 people. The condition for being granted the membership of the Association is the submission of a declaration containing the data referred to in § 3 section 2, and obtaining the consent of the Association Board expressed in the form of a resolution.

A Premium collective supporting member pays a fee in the amount set annually by the General Meeting of Members.

Each Premium collective supporting member has the right to indicate three individual regular members and any number of individual supporting members. Having more than one individual regular member requires the consent of the Management Board expressed in a resolution.

§ 5d.

In justified cases, the Management Board of the Association has the right to grant the membership of the Association to legal entities conducting business activities related to the electric power industry, based in Poland, which do not meet all the criteria related to income and employment listed in § 5a.-§ 5c.

In this case, the condition for being granted the membership of the Association is the submission of a declaration containing the data referred to in § 3 section 2, and obtaining the consent of the Association Board expressed in the form of a resolution, together with an indication of the membership category.

§ 6.

1. An individual honorary member can be any natural person, irrespective of their place of residence, whose dignity will be granted by the General Meeting of Members for special merits to the electric power industry.

2. If an individual member of the Association accepts the dignity of an individual honorary member, he loses the status of an individual regular member.

3. The General Meeting of Members may deprive an individual honorary member of the dignity in cases referred to in § 7 section 3 a), c) and d).

4. Individual honorary members do not have active or passive voting rights. They participate in the General Meeting of Members in an advisory capacity. Individual honorary members are exempted from paying membership fees. Individual honorary members have the right to participate in works and events organised by the Association.

§ 7.

1. The loss of membership occurs by way of removal from the list of members of the Association, or exclusion from the Association.

2. The Removal from the list of members of the Association takes place in the case of:

a) resignation from the membership,

b) death of a member who is a natural person,

c) loss of legal personality by a member who is a legal person,

d) declaration of its bankruptcy or opening of the liquidation proceedings.

3. The exclusion from the Association may occur in the following cases:

a) a member of the Association violates the provisions of this Statute,

b) a member of the Association does not fulfil the requirements of this Statute, in particular when he is in arrears with the membership fee payment for a period longer than three months,

c) the behaviour of a member of the Association is detrimental to the image of the Association or contradicts the purposes of the Association,

d) activities to the detriment of the Association.

4. The Management Board decides about the exclusion in the form of a resolution. If excluded from the Association, an individual regular member, an individual supporting member and the management authority of a collective member (Standard collective supporting member, Standard Plus collective supporting member, Premium collective supporting member) has the right to appeal against the decision of the Management Board to the next General Meeting of Members. The Management Board shall immediately notify the interested party in writing about the content of the resolution.

5. The termination of membership for reasons specified in section 2 a) - d) shall be stated by the Management Board in the form of a resolution.

Chapter IV
The Association Authorities

§ 8.

The Association authorities are as follows:

a) General Meeting of Members,

b) Management Board,

d) Audit Committee.

§ 9.

The General Meeting of Members

1. The General Meeting of Members of the Association is attended by individual regular members who have active and passive electoral rights, as well as individual supporting members and individual honorary members in an advisory capacity.

2. The participation in the General Meeting of Members via electronic means of communication is permissible.

3. General Meetings of Members may be ordinary or extraordinary.

3.1. Ordinary General Meetings of Members will be held at least once a year.

3.2. An Extraordinary General Meeting of Members is convened by the Management Board if it is required by the good of the Association or upon a substantiated request of a minimum of half of the members of the Association, submitted to the Management Board, as well as upon the request of the Audit Committee.

4. The Management Board notifies all members of the Association about the General Meeting to be held, with acknowledgement by e-mail, at least 2 weeks prior to the planned date, enclosing the agenda.

5. A meeting is chaired by the Chairperson of the meeting, elected by a majority of the members present at the General Meeting.

6. The General Meeting of Members may adopt or amend the agenda proposed by the Association Board by way of a resolution. The order cannot be extended by provisions regarding the amendment of the statute or dissolution of the Association.

7. At their first assembly, the General Meeting of Members may adopt resolutions as long as at least 50% of individual regular members of the Association are present. If the first assembly of the General Meeting of Members is not attended by at least 50% of individual regular members of the Association, not earlier than after one hour a new General Meeting of Members may be held, as capable of adopting resolutions with the presence of minimum 30% of individual regular members. If fewer than 30% of individual regular members are present at the General Meeting of Members, another General Meeting of Members shall be convened within one month, whereby the Management Board is obliged to state in a notification that the General Meeting of Members will be able to adopt resolutions regardless of the number of individual regular members present.

8. All resolutions are adopted by a simple majority of votes cast, unless the Statute provides to the contrary.

9. As far as changing the objectives of the Association, amendments to the Statute and liquidation of the Association is concerned, resolutions are adopted by a majority of at least 60% of votes cast in the presence of half of the individual regular members of the Association.

10. The competences of the General Meeting of Members include:

a) election, dismissal and determination of the number of members of the Association Board,

b) election and dismissal of members of the Audit Committee,

c) hearing and approval of the management board and audit committee reports,

d) determination of the amount of membership fees,

e) determination of the amount of the admission fee,

f) establishment of the Association budget,

g) approval of the annual financial statements,

h) adopting decisions regarding the termination of membership in the Association in the cases specified in § 7 sec. 3 of the statute,

i) making amendments to the statute,

j) adopting resolutions on dissolution, merger and liquidation of the Association,

k) adopting internal regulations of the Association,

l) granting the title to an individual honorary member.

11. The chairman and recording clerk prepare and sign the minutes of the General Meeting of Members. Signed minutes are stored in the register of minutes, in the seat of the Association.

§ 10.

The Management Board

1. The Management Board consists of 2 or 3 members:

a) President,

b) one or two Vice Presidents.

2. The number of members of the Management Board is determined by the resolution of the General Meeting of Members.

3. The Management Board is elected by the General Meeting of Members in a secret ballot, for a period of three years.

4. Mandates of the Management Board members shall expire after the first General Meeting of Members held in the calendar year in which the term of office expires.

5. The mandate of a Management Board member expires before the end of the term of office due to:

a) termination of membership in the Association,

b) written resignation,

c) dismissal by the General Meeting of Members by way of a resolution adopted by a 2/3 majority of votes.

6. In the event of expiry of the mandate of a member of the Management Board or the Audit Committee before the end of the term of his office, the General Meeting of Members shall complete the composition for the period until the end of the term of office.

7. The President of the Board and Vice Presidents manage the work of the Board and are responsible for the activities of the Association.

8. The Board manages the activities of the Association and represents it outside.

9. The scope of activities of the Association Board includes, in particular:

a) admission of new members,

b) management of current operations of the Association, and its assets,

c) determination of the agenda of the General Meeting of Members,

d) preparation of draft resolutions to be presented to the General Meeting of Members, including upon the dissolution and liquidation of the Association,

e) appointment and dismissal of the Association Council members from among individual regular or individual honorary members of the Association,

f) convening joint meetings as well as supervising and coordinating the work of the Association Council,

g) proposing the amount of membership fees and preparing draft budget for approval by the General Meeting of Members,

h) appointment of the Association representatives to other organisations,

i) implementation of the resolutions of the General Meeting of Members,

j) adopting resolutions regarding termination of membership in the cases specified in § 7 sec. 2.,

k) adoption of periodic action plans and budget estimates,

l) reporting on the activities of the Association,

m) acquisition of rights and contracting financial obligations on behalf of the Association, subject to § 12 sec. 7.,

n) adopting the regulations of the Association Council and Office.

10. Joint operation of two members of the Management Board is required to adopt resolutions of the Management Board. Resolutions require written form.

11. Making declarations of will on behalf of the Association requires joint operation of two members of the Management Board. The Management Board may grant to the person or persons managing the current activities of the Association general powers of attorney to act on behalf of the Association within the limits of ordinary management.

12. The Management Board meets on the dates it sets, in accordance with the needs to adopt relevant decisions, but not less frequently than once a quarter.

13. Meetings of the Management Board are convened by the President of the Management Board or one of the Vice Presidents of the Management Board. Detailed principles of the Management Board operation are set out in the regulations of the Management Board.

§ 10a.

The Association Council

1. The Association Council is an advisory body of the Association Board.

2. The Association Council consists of a minimum of 3 members elected by the Management Board from among individual regular members, individual supporting members or individual honorary members of the Association, while the composition of the Council should be representative with regard to the areas of activity of the members. The term of office of the Association Council members expires along with the entire Management Board mandate..

3. The Association Council elects the Chairperson and Deputy Chairperson from among its members.

4. The responsibilities of the Association Council include:

a) substantive consulting in the preparation of periodic action plans and budget estimates,

b) consulting in the scope of activities undertaken by the Board of the Association,

c) appointment of internal working groups,

d) supervision and coordination of the operation of working groups.

5. The Meetings of the Association Council are convened by the Chairman or, in his absence, by the Deputy Chairman.

The rules and operational procedures of the Association Council shall be determined in the regulations adopted by the Association Board.

§11.

The Audit Committee

1. The Audit Committee is the internal control body of the Association.

2. The Audit Committee controls the activities of the Association, in particular, at least once a year it examines the implementation of the Association's budget, financial statements, and presents the General Meeting with the annual written report on its activities.

3. The Audit Committee consists of three to five members.

4. The members of the Audit Committee shall be elected for a period of three years by secret ballot of the General Meeting of Members.

5. The Audit Committee elects its Chairman and Deputy Chairman from among its members.

6. The responsibilities of the Audit Committee include:

a) at least once a year conducting substantive and financial control of the Management Board activity,

b) submission of reports at the General Meeting of Members, and submission of applications concerning a vote of approval to the outgoing Board,

c) presenting the Management Board with inspection reports along with conclusions,

d) carrying out periodic inspections on membership fee payment,

e) submission of a request to convene a General Meeting of Members.

7. Detailed principles for the Audit Committee operation are set out in the Regulations of the Audit Committee.

8. The following persons cannot become Members of the Audit Committee:

a) members of the Management Board,

b) persons with whom a member of the Management Board is in relation of kinship, affinity or subordination due to employment.

9. The election of members of the Audit Committee contrary to the provisions of art. 8 sec. 8 shall be invalid. The occurrence of the circumstances referred to in art. 8 during the term of office of an Audit Committee member shall be tantamount to a written resignation of the Audit Committee member.

10. Resolutions of the Audit Committee are adopted by an absolute majority of votes cast. The Audit Committee may adopt binding resolutions in the presence of at least two Committee members.

11. The chairman of the Audit Committee and, if required, other members have the right to participate in the Association Board meetings in an advisory capacity.

Chapter V
The Sources of Financing, Fees and Business Activity of the Association.

§ 12.

1. The assets of the Association comprise:

a) movable property owned by the Association,

b) other property rights,

c) cash,

The assets of the Association serve only to achieve its statutory goals.

2. The property of the Association is formed from:

a) membership fees,

b) donations,

c) inheritances and bequests,

d) grants,

e) income from business activity and events organised against payment,

f) income from the assets of the Association.

3. Newly admitted members pay fees according to the rules set out by the General Meeting of Members, within 30 days of receiving a notification of being admitted to the Association.

4. The membership fee should be paid by 30th March each year to the account of the Association, whereby the Association does not bear any costs related to the fee.

5. The Association manages its finances and accounting in accordance with the applicable law.

6. The Management Board manages the property and funds of the Association.

7. The following activities of the property management require the consent of the General Meeting of Members:

a) acquisition, disposal or encumbrance on the property,

b) acquisition, disposal or subscription for shares or stocks in a company,

c) taking out a credit or loan,

d) renting or leasing the Association's property for a period longer than 3 years,

e) administering a component of the assets of the Association with a value higher than PLN 100,000, or incurring a liability exceeding this value,

f) acceptance or rejection of an inheritance.

§ 13.

1. It is forbidden to grant loans by the Association or to secure obligations with the assets of the Association in relation to:

a) members of the Association and its bodies,

b) employees of the Association,

c) the spouses of employees and their relatives or kinsmen in direct line, lateral relatives or kinsmen within the second degree of consanguinity,

d) persons related to employees due to adoption, custody or guardianship.

2. It is forbidden to transfer the assets of the Association to the persons referred to in sec. 1 a) – d), on terms other than in relation to third parties.

3. The Association's assets may not be used in favour of the persons referred to in art. 1.) a) - d) on terms other than in relation to third parties, unless this use directly results from the statutory purpose of the Association,

4. The Association may not buy goods or services on special terms from the persons referred to in sec. 1 a) and b) or from the persons referred to in sec. 1 c) and d).

§ 14.

1. The Association may conduct economic activities in sizes and to the extent intended to achieve its statutory objectives.

2. The General Meeting of Members decides about the commencement and termination of business activity as well as about its scope.

3. The Association bases its activities on the social work of its members. To conduct its business it is to employ workers on the principles established by the Association Board.

Chapter VI
Principles for the Financial Management.

§ 15.

1. The General Meeting of Members adopts the annual budget based on the estimates of the Management Board, which will provide the basis of the Association activities.

2. The special principles of financial management of the Association shall be defined by the Board.

Chapter VII
Final Provisions.

§ 16.

1. The Association may be liquidated only on the basis of a resolution adopted in accordance with the provisions of § 9 sec. 9.

2. The Association shall be liquidated by its Board members, unless the General Meeting of Members appoints other liquidators.

3. The assets of the Association remaining after the liquidation shall be divided in accordance with a resolution of the General Assembly of Members of the Association.