Statute - POLSKA GRUPA PRODUCENTÓW OBUWIA

Stowarzyszenia Polska Grupa Producentów Obuwia 

(Consolidated as of March 12, 2021)

Chapter I

GENERAL PROVISIONS

§ 1.

Association Polska Grupa Producentów Obuwia, hereinafter referred to as the “Association”, has legal personality and operates on the basis of the provisions of the Act of 7th April 1989. Law on Associations (consolidated text: Journal of Laws 2001 No. 79 item 855), Act of 24th April 2003 on Public Benefit Activity and Volunteerism (Journal of Laws 2003 No. 96 item 873) and the provisions of this Statute.

§ 2.

The Association is a socially useful, non-profit organization, voluntary, self-governing and permanent, independent in its statutory activities of the state administration and local government authorities and political, social and professional organizations, associating entities of the footwear industry

§ 3.

The area of operation of the Association is the area of the Republic of Poland and beyond its borders.

§ 4.

The Association may join international organizations on the conditions specified in the statutes of these organizations, resulting from international agreements to which Poland is a party.

§ 5.

The registered office of the Association is Stanisław Dolny in Kalwaria Zebrzydowska municipality.

§ 6.

The Association has the right to use badges and seals according to patterns approved by the competent authority.

§ 7.

The Association is established for an indefinite period of time.

§ 8.

  1. The activity of the Association is based on the social work of its members.
  2. However, the Association may hire employees to conduct its affairs.
  3. Board members may receive compensation for activities performed in connection with their position.

§ 9.

The Association may prepare annual factual reports on its activities, subject to separate provisions, and make them public in a manner that allows interested parties to review the report. 

Chapter II

ASSOCIATION’S OBJECTIVES AND METHODS OF OPERATION

§ 10.

  1. The primary objective and task of the Association is to represent the interests of its Members in relation to public authorities and state administration, local government bodies and trade unions of employees, as well as to protect economic rights and freedom.
  2. In addition, the Objectives and Tasks of the Association are specifically:
  1. integrating the footwear manufacturing community;
  2. Cooperation with other footwear industry organizations in the Republic of Poland and abroad;
  3. Organization of trainings for employers and employees of the footwear industry in the Republic of Poland and abroad;
  4. creation and implementation of good practices in the activities of entities from the footwear industry;
  5. To create, consult and promote high standards of performance acceptable to the Members of the Association;
  6. Facilitate access for Association Members to necessary technical, economic, legal, commercial and financial information concerning the footwear industry;
  7. ongoing monitoring of changes in the national and European legal system;
  8. Development and implementation of promotional and marketing strategies in the field of product development and footwear production technology in the Republic of Poland and abroad;
  9. Promoting and supporting modern, energy-efficient production solutions;
  10. Cooperation with domestic and foreign organizations to exchange information, experience, take joint actions to promote products and technologies of footwear production, their applications, innovations and improvement;
  11. organizing and actively participating in conferences, trainings, workshops and scientific seminars and industry events in the Republic of Poland and abroad;
  12. innovation and development in manufacturing technology;
  13. taking care of good quality of the footwear marketed;
  14. Influence on shaping the social and economic policy of the authorities and state administration as well as local government bodies, concerning the interests of footwear industry employers;
  15. Submitting motions and opinions to the bodies having the legislative initiative as regards legal acts concerning the interests of the footwear industry;
  16. Providing economic advice and expertise to footwear industry players and their organizations;
  17. Initiating or conducting information or research work on footwear, including the development of industry databases, catalogs, opinions, standards, certifications, etc;
  18. promotion and popularization of high quality footwear made in the Republic of Poland;
  19. promotion and dissemination of Polish brands of footwear manufacturers within and outside the European Union;
  20. Supporting the development of Association Members in the field of raising qualifications and competence of employers and employees of the footwear industry;
  21. information, support, consulting and training activities leading to the dissemination of knowledge about products and footwear production in the Republic of Poland;
  22. activity for the promotion of pro-health properties of leather footwear;
  23. organizing internships and apprenticeships for the footwear industry in the Republic of Poland and abroad;
  24. conducting charitable activities within the European Union;
  25. Promotion and organization of volunteering in the European Union;
  26. widely understood ecological activities related to the production of footwear in the Republic of Poland and abroad
  27. activities for the benefit of widely understood ecology and environmental protection in order to implement the principle of sustainable development;
  28. popularization of ideas related to the promotion of ecology, environmental protection and sustainable development and sustainable development and to conduct education related to ecology, environmental protection and sustainable development;
  29. Development and implementation of projects in the field of ecology, environmental protection and sustainable development.

§ 11.

The Association pursues its goals and objectives through:

  1. cooperation and mutual assistance of Association Members;
  2. cooperation with other organizations whose goals are common with those of the Association,
  3. Conducting consultations among entrepreneurs on the application of economic, labor and social insurance law or draft legislation;
  4. presenting to authorities and public administration or political and social organizations the Association’s opinion and position on issues concerning the economic activity of entrepreneurs in the footwear industry;
  5. giving its opinion on the assumptions and drafts of laws and executive acts to these laws within the scope covered by this statute;
  6. organizing meetings, seminars, conferences, trainings and lectures aimed at activating, educating and integrating members of the Association, as well as spreading knowledge about footwear components and production;
  7. conducting publishing, information and exhibition activities as well as publishing specialized catalogs;
  8. To inspire business initiatives for the exchange of mutual experiences among footwear manufacturers;
  9. Providing organizational, legal, economic and technical advice;
  10. Popularization of knowledge in the field of economy, law and organization concerning the footwear industry;
  11. organizing advisory teams and hiring staff and experts to perform statutory tasks.

§ 12.

In the event that generally applicable laws require or will require for a certain type of activity to obtain a concession or permit, the Association will begin performing the activity after obtaining the appropriate decision of the competent authority. 

§ 13.

  1. To achieve the objectives of the Association, as defined in § 10 of the Statute, it carries out public benefit activities, paid or unpaid.
  2. Statutory activity of the Association is not a business activity within the meaning of the provisions on freedom of economic activity.
  3. The Association may conduct business activities. 
  4. Unpaid public benefit activity is the provision of services based on a legal relationship, for which the Association does not receive remuneration.
  5. Paid-for public benefit activity is the activity in the scope of tasks belonging to the sphere of public tasks, within the realization of statutory goals by the Association, for which it receives remuneration. Paid activity for the public benefit is also the sale of goods or services produced or provided by persons directly benefiting from the public benefit activity. 
  6. Income from paid public benefit activity is used exclusively for the implementation of tasks belonging to public tasks or statutory objectives of the Association.

Chapter III

MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS

§ 14.

  1. Individuals and legal entities may become members of the Association.
  2. Members of the Association are divided into:

– ordinary members;

– supporting members;

– honorary members.

3. A legal entity may only be a supporting member.

§ 15.

  1. An ordinary member of the Association may be natural persons of Polish citizenship and foreigners, regardless of their place of residence, who are at least 18 years old and accept and wish to support the objectives of the Association and actively participate in its activities.
  2. A supporting member of the Association may be a natural or legal person who declares financial, material or intellectual support for the Association. A legal person acts in the Association through its representative.
  3. Ordinary members and supporting members are admitted as members by resolution of the Management Board on the basis of a written declaration.

§ 16.

  1. An honorary member may be a natural person who has made an outstanding contribution to the development of the idea of the Association.
  2. The title of Honorary Member is conferred by the resolution of the General Members Assembly, upon the motion of the Board.
  3. An honorary member may perform specific functions in the Association’s bodies and by resolution of the General Meeting of Members may be granted statutory privileges as for ordinary members.
  4. Honorary members are entitled to:
  1. participation in the activities of the Association;
  2. to submit opinions and proposals to the Association authorities;
  1. Honorary and supporting members are not required to pay membership fees.
  2. Honorary members do not have the right to active and passive voting rights to the Association’s authorities or the right to participate in the activities of the Association’s bodies except in cases specified in paragraph 3.

§ 17.

Regular members of the Association are entitled to:

  1. participate in the activities of the Association and its bodies;
  2. exercising active and passive voting rights;
  3. to submit opinions and proposals to the Association authorities;
  4. To represent the Association for the realization of the objectives of the Association in local government and socio-economic bodies by resolution of the General Meeting of Members;
  5. take initiatives, submit proposals and projects aimed at achieving the objectives and tasks of the Association;
  6. to benefit from the recommendations and care of the Association.

Regular members of the Association shall:

  • actively pursue the statutory objectives of the Association;
  • observing the statute, regulations and resolutions of the Association authorities;
  • take care of the good name of the Association;
  • pay regular dues and other fees, the amount of which is determined by the General Meeting of Members;
  • take an active part in the meetings of the Association.

§ 18.

  1. A supporting member has the rights of an ordinary member, with the exception of active and passive voting rights and participation in the activities of the Association’s bodies. 
  2. The obligation of a supporting member is, in particular;
  • fulfillment of declared services for the Association;
  • observing the statutes of the Association and resolutions of its authorities;
  • To take care of the good name of the Association.

§ 19.

Membership terminates as a result of:

  1. voluntary withdrawal notified in writing to the Board of Directors;
  2. death of a member;
  3. liquidation of the Association;
  4. exclusion by the General Meeting of Members by a majority of 2/3 of votes participating in the vote at the request of at least five members of the Association;
  5. written decision of the Board against a member who is in arrears with payment of dues for at least 3 months – with effect from the date of the decision.
  6. Exclusion under § 19.1.4 may occur as a result of the following reasons:
  • Failure to comply with the obligations set forth in this constitution;
  • unlawful conduct resulting in an injury to the Association;
  • unjustified non-participation in the work of the Association.
  • A member of the Association excluded by the Board has the right to appeal to the nearest General Meeting of Members.

Chapter IV

ASSOCIATION AUTHORITIES

§ 20.

The authorities of the Association are:

  1. General Membership Meeting.
  2. Management.
  3. Review Committee.

§ 21.

  1. The term of office of the Board of Directors and the Audit Committee of the Association shall be for an indefinite period of time, and the election of their members shall be by secret ballot, by simple majority of votes.
  2. The authorities are elected from among the proposed number of candidates. As a member of the authorities is elected a candidate from among the members present and absent. If a member is absent, his/her written consent to stand for election must be submitted before the election.
  3. In case of resignation, exclusion or death of a member of the Association’s authorities during the term of office, the composition of the body is supplemented by elections conducted by the General Meeting of Members on the principles specified in Chapter IV of the Statutes. 

§ 22.

  1. Resolutions of the authorities of the Association, unless the statute provides otherwise, are passed in an open vote, by simple majority, regardless of the number of members entitled to vote taking part in it.
  2. Voting on the adoption of a resolution to elect members of the Management Board or the Audit Committee is secret. 
  3. At the request of even one member of the Association, voting on individual issues shall be conducted by secret ballot. 

GENERAL MEETING OF MEMBERS

§ 23.

  1. The General Assembly is the highest authority of the Association.
  2. The General Meeting of Members shall be attended only by ordinary members with exceptions provided for in the Articles of Association. 
  3. About the place, date and proposed agenda of the General Meeting of Members, the Board shall notify members via electronic mail (e-mail), phone or registered letter at least 7 days before the date of the meeting.
  4. The agenda must be included in the letter convening the meeting. Suggestions for additions to the agenda may be made in writing at least 3 days before the scheduled date of the meeting. 

§ 24.

The General Membership Meeting may be:

  1. ordinary;
  2. extraordinary.

§ 25.

The competence of the General Meeting of Members includes all matters not reserved for other bodies of the Association, in particular

  1. determining the directions of the Association’s activities;
  2. election and removal of the Board of Directors or its individual members;
  3. election and dismissal of the Audit Committee or its individual members;
  4. supplementing the composition of the bodies referred to in points 2) and 3) during their term of office;
  5. approval of annual reports on the activities of the Association’s bodies and granting them a discharge;
  6. adopting the statute and its amendments;
  7. conferring the dignity of an honorary member of the Association;
  8. passing a resolution on dissolution and liquidation of the Association;
  9. Determining the amount of membership dues;
  10. determining the entry fee amount;
  11. expelling members of the Association in the situation described in § 19 section 1 item 4);
  12. Approval of the Association’s activity reports and financial statements.

§ 26.

Extraordinary General Meeting of Members shall be convened by the Management Board in the following cases:

  1. on its own initiative when it deems it justified;
  2. at the written request of the Audit Committee, within no more than 7 days of the date of the request;
  3. upon the written request of at least 1/3 of the total membership, within no more than 7 days from the date of the request.

§ 27.

If the Board fails to convene a General Meeting of Members within 30 days from the date on which a year has passed since the previous General Meeting of Members, or when 30 days have passed since the submission of the requests specified in § 26 p. 2) and 3), the Audit Committee is obliged to convene it.

§ 28.

  1. The course of the General Meeting of Members shall be recorded in the minutes and resolutions shall be adopted by a simple majority of votes, unless this Statute provides otherwise.
  2. Secret ballot shall be held in the case of appointment and dismissal of members of the Association’s bodies, as well as in the case of any member of the Association requesting a secret ballot.

MANAGEMENT BOARD

§ 29.

  1. The Board of the Association consists of 1 to 5 persons including the President of the Board and is appointed for an indefinite period of time. 
  2. The mandate of a Board member does not expire on the date of the General Meeting of Members approving the Association’s financial statement for the last full year of performing the function of a Board member. 
  3. Appeal of the Board or its individual members by the General Meeting of Members may take place at the request of the Audit Committee or 5 members of the Association by a majority of 2/3 of the members participating in voting, and in the case of the appeal of the President of the Board by unanimous resolution of the General Meeting of Members in the presence of at least half the members entitled to vote.

§ 30.

The Board’s jurisdiction includes:

  1. The day-to-day management of the Association’s activities;
  2. Representing the Association to the outside world;
  3. Managing the assets of the Association;
  4. Overseeing how the funds raised are used;
  5. enforcement of membership dues;
  6. Making a financial plan to support the objectives of the Association;

AUDIT COMMITTEE

§ 31.

  1. The Audit Committee shall consist of 3 to 5 persons appointed in accordance with the procedure applicable to the election of the members of the Management Board, taking into account the provisions of § 21 of the Statutes. 
  2. The Commission shall elect a Chairman from among its members.
  3. Members of the Committee shall have the right to participate in meetings of the Management Board in an advisory capacity.
  4. The Commission makes decisions in the form of resolutions.

§ 32.

  1. The scope of the Audit Committee includes:
  1. Control of the day-to-day work of the Board;
  2. submitting motions at the General Meeting of Members concerning discharge to the Board;
  3. requesting the convening of an Extraordinary General Meeting;
  4. To control the finances of the Association;
  5. submitting a report on its activities to the General Meeting of Members.
  1. Meetings of the Audit Committee shall be held at least once a year and shall be convened by the Chairman of the Committee.
  2. Sessions of the Audit Committee are chaired by the Chairman, and in his absence by a person authorized by him.

§ 33.

Members of the Review Committee:

  1. may not be members of the Association’s Board of Directors or be in a relationship of kinship, affinity or subordination in employment with them;
  2. must not have been convicted of a crime of intentional fault by a final judgment;
  3. may receive, for performing the function of a Member of the Audit Committee, reimbursement of reasonable costs or remuneration in an amount not exceeding the amount specified in art. 8 item. 8 of the Act of 3 March 2000 on the remuneration of persons managing certain legal entities.

Chapter V

ASSETS OF THE ASSOCIATION

§ 34.

The assets of the Association are formed from:

  1. membership dues;
  2. donations; 
  3. inheritances;
  4. enrollment;
  5. self-employment income;
  6. income from the assets of the association;
  7. public generosity;
  8. subsidies, according to the rules set forth in separate regulations.

§ 35.

  1. The Association shall be liable for its obligations only with its own assets.
  2. Members of the Association shall not be liable to third parties for the obligations of the Association. 

§ 36.

To incur financial obligations and make declarations of will on behalf of the Association is authorized each member of the Board acting alone.

§ 37.

The fiscal year is the calendar year.

§ 38.

Prohibited:

  1. granting loans or securing liabilities with the assets of the Association in relation to its members, members of its bodies or employees, or persons with whom the employees are married or in a relationship of kinship or affinity in direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, guardianship or custody hereinafter referred to as “related persons
  2. the transfer of assets for the benefit of members of the Association, members of its bodies or employees and their relatives on terms other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms;”
  3. The use of assets for the benefit of members, members of organs or employees and their relatives, on principles other than in relation to third parties, unless this use results directly from the statutory purpose of the Association;
  4. purchase goods or services on special terms from entities in which members of the Association, members of the Association’s bodies or employees and their relatives participate.

Chapter VI

AMENDMENT TO THE STATUTE, DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION

§39.

Amendment to the Articles of Association and dissolution of the Association require a resolution adopted by the General Meeting of Members by a majority of 2/3 of votes, with at least half of the members present. 

§ 40.

In case of passing a resolution on dissolution of the Association, the General Meeting of Members appoints a liquidator in order to conduct liquidation.

§ 41.

The liquidator shall carry out the liquidation as soon as possible and, for this purpose, shall take the actions set out in the Act of 7 April 1989. Law on Associations.

§ 42.

Upon completion of the liquidation, the assets of the Association will be transferred to the purpose designated by the General Meeting of Members.

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