ARTICLES OF ASSOCIATION OF
THE SCANDINAVIAN POLISH CHAMBER OF COMMERCE 

Section I
GENERAL PROVISIONS
 

§ 1
 

1. Scandinavian-Polish Chamber of Commerce, hereinafter referred to as the Chamber, Is an independent business organization representing the economic interests of its members as regards their business activities
2. The English name of the Chamber reads: Scandinavian-Polish Chamber of Commerce
3. The Chamber is organized under the Chambers of Commerce Act of 30 of May 1989 (Journal of Laws No. 35, item 195, as amended) and these Articles of Association. 
 
 

§ 2

1. The Chamber is domiciled in Warsaw.
2. The Chamber shall operate within and beyond the territory of the Republic of Poland.
3. The Chamber may establish its own representative offices and subsidiaries within its operating area, including being a member of founding member of national or international organisations. 
 
 

§ 3
 

The Chamber shall become a legal personality upon  its registration in the Register of Chambers of Commerce.
 

§ 4
 

The Chamber shall use a seal with the inscription:
- in Polish: SKANDYNAWSKO-POLSKA IZBA GOSPODARCZA
- in English: SCANDINAVIAN-POLISH CHAMBER OF COMMERCE
 
 

§ 5
 

The Chamber shall have no governing powers, and its operations shall not affect the independence of its members, nor interfere in their internal matters.

 

Section II
 RESPONSIBILITIES OF THE CHAMBER AND THEIR IMPLEMENTATION 
 

§ 6
 

l.  The responsibilities of the Chamber shall include:
1)  Promotion of business relations between the Republic of Poland and the Nordic Countries (Denmark, Finland, Norway, Sweden),
2)   Protection and representation of the interests of its members  in respect of their activities, in particular before central or local government authorities, national and international organisations, furtherance of their business initiatives and provision of information useful for their business activity
3)  Fulfillment of any other responsibilities reserved under law for chambers of commerce.
 

§ 7
 

1.   The Chamber shall accomplish its statutory responsibilities through:
1) Liaison with central and local administrations, local government authorities and any other national or international organisations, as well as diplomatic and commercial representations in Nordic Countries and Poland;
2) Representations of the opinions of the Chamber’s members with regard to the drafting and revision of economic policy legislation;
3) Delegation of representatives to sit on the advisory boards of local and central administrations;
4) Initiation and expansion of economic cooperation with domestic and foreign business entities, research institutions, local governments, etc;
5) Compilation, review and distribution of information to support the business activities of the Chamber’s members;
6)   Provision of assistance to its members to provide their business initiatives;
7) Arrangement of arbitration, provision of mediation services and participation, under separate agreements, in court proceedings relating to the business activities of the Chamber’s members;
8) Foundation of problem committees, advisory teams, commissions, expert teams and any other collegial bodies;
9)  Organisation and co-organisation of national and international fairs and exhibitions, as well as any other promotional events.
2. The Chamber’s  operations are divided into the four permanent national sections: Danish, Swedish, Finnish and Norwegian. Members shall belong to the section  with which they are most associated through their origin and type of activities.
3. The Chamber may also set up permanent or temporary sections to perform any accompanying activities that are consistent with or supportive of the statutory goals of the Chamber, in particular local sections (divisions), and the Board of Directors may establish any other advisory bodies to support the statutory goals of the Chamber.
 

 Section III
MEMBERS, THEIR RIGHTS AND OBLIGATIONS
 

§ 8
 

 1. A member of the Chamber may be any business entity, as well as a legal and natural person, including partnerships of such persons, domiciled or resident in Poland or in any of the Nordic Countries (hereinafter also referred to as Scandinavian Countries) if at least one of the following prerequisites are fulfilled: :
-   it is a Scandinavian-owned company;
-  it is a Polish or international entity  permanently involved in business activities in at least one Scandinavian country;
-  it has any other  economic interest Relating to Scandinavia or originates from any of the Scandinavian countries
 In  extraordinary circumstances the  Board of Directors may deviate from the rules described above
2. The membership  of the Chamber  is divided into  the following categories:
 a/ Ordinary members,
 b/ Individual members who may be natural persons only,
 c/ Honorary members.
3.  In the exercise of their statutory rights, legal persons shall be represented by their proxies before the Chamber.
4. Natural persons may exercise their rights and obligations either personally or through a proxy provided that such persons are fully capable of taking legal acts.
5. Members of the Chamber or their representatives  may represent any other members for  the Chamber's purposes under powers of attorney specifying the scope of their representation.
6. The founders of the Chamber shall become its members once the Chamber becomes registered.
7. Inclusion in the Chamber’s membership shall take place by resolution by the Board of Directors.  A membership application, specifying  the requested category of membership shall be submitted to the Board of Directors and the Chamber office’s address. The application shall be considered at the following meeting of the Board of Directors.
8. If a membership applicant is found to have not fulfilled any of the statutory requirements, the Chamber’s Board of Directors shall refuse membership and notify such an applicant in writing thereof, instructing them that an appeal may be brought to the General Meeting within 30 days after receipt of the Board of Directors’ resolution. The appeal shall be considered at the following  General Meeting, and the General Meeting’s decision shall be final. If the appeal is successful, membership in the Chamber shall start from the date of the General Meeting’s resolution.
9. The Chamber’s Board of Directors may also grant an honorary membership to an individual who is of outstanding merit to the Chamber’s activities . Honorary membership shall be granted  by resolution of the Board of Directors.
10. Members shall declare which national section they want to belong to when they become or already are members of the Chamber. Membership may be switched between individual sections with the Board of Directors’ permission provided that the criteria set in § 7 clause 2 have been fulfilled. A member of the Chamber who fails to declare which national section they want to belong to shall not be entitled to exercise its active and passive voting rights.
 

§ 9
 

1. Members of the Chamber shall be entitled to:
1) Elect and be elected to sit on the Chamber’s governing bodies;
2) Benefit from the Chamber’s services and participate in all forms of its activities;
3) Table motions regarding the Chamber’s activities;
4) Attend General Meetings of Members as well as meetings of any other of the Chamber’s governing  bodies at which issues directly related to thereto are considered;
5) Exercise their avtice and passive voting rights to elect the Chamber’s governing bodies.
2. Members of the Chamber are obliged to:
1) Comply with the principles of integrity and fair dealing while carrying out their activities;
2) Observe the provisions of the Chamber ‘s Articles of Association as well as the rules and resolutions of its governing bodies,
3) Participate in the achievement of the Chamber’s  statutory goals,
4) Pay the membership fees in the timely manner;
5) Participate in the Chamber’s activities and protect its good name.
3.  Honorary members shall exercise the rights of the Chamber’s members except for active and passive voting rights pertaining to elect the Chamber’s governing  bodies and comply with  the obligations except  for the payment of membership fees.
4. Individual members shall exercise the rights and comply with  the obligations of the Chamber’s members, except for the active and passive voting rights to elect the Chamber’s governing bodies.
 

§ 10
 

1. The membership fee shall be determined by the General Meeting one year in advance. The General Meeting may determine various membership fees depending on the category of membership.
2. The membership fee shall be paid in a single installment  by the end of the first quarter of the year to which the membership fee pertains or within two months following receipt of a positive inclusion decision. Membership fees for subsequent years shall be paid on the anniversaries of the first membership fee unless the Board of Directors decides otherwise.
3. The Board of Directors may decide that the membership fee be paid, either entirely or in part, to a service provider being the Chamber’s subsidiary.  
 

§ 11
 

l. Membership in the Chamber shall expire:
1) as a result of withdrawal – on the date specified by the member in a written withdrawal notice addressed to the Board of Directors;
2) following deletion from the list of members as a result of death or failure to meet the statutory prerequisites for membership, in particular due to liquidation or discontinuance of business
 3) following exclusion from the Chamber due to the member’s failure to comply with the provisions of the Articles of Association, including failure to pay membership fees as prescribed in   § 10 clause 2 or involvement in any activity detrimental to the Chamber’s good name.
2. Deletion and exclusion of the member shall take place by resolution of the Board of Directors. All Directors are required to be present for such a resolution to be effective. The Board of Directors may suspend the rights of the Chamber’s member until the investigation is complete and the relevant resolution is passed.
3. A member that has been deleted or excluded shall be entitled to appeal to the General Meeting within 30 days following the resolution from the Board of Directors.
 

Section IV
CHAMBER’S GOVERNING BODIES
GENERAL PROVISIONS
 

§ 12
 

The governing bodies of the Chamber are:
1. General Meeting of Members;
2. Board of Directors of the Chamber (hereinafter referred to as the Board of Directors);
3. National Section Meetings;
4. National Section Boards.
 

General Meeting of Members
 

§ 13
 

1. The General Meeting of Members is the highest authority of the Chamber.
2. The General Meeting of Members may be ordinary or extraordinary.
 

§ 14
 

1. The Ordinary General Meeting shall be convened by the Board of Directors once a year and shall take place  within one quarter  of each calendar year.
2. The Board of Directors shall be obliged to notify all members of the date, place and the agenda of the General Meeting by registered letter at least 21 days prior to the date of the General Meeting. The notice shall be accompanied by documents to be addressed under the agenda or information where and when such documents will be available to the Chamber’s members.
 

§ 15
 

1. The Extraordinary General Meeting of Members shall be convened by the Board of Directors on its own initiative or at the request of at least of 1/3 of the Chamber’s members. Those who motion for an extraordinary General Meeting of Members to be convened shall specify what issues will be addressed. The provision of § 14 clause 2 shall apply accordingly.
2.The  Extraordinary General Meeting of Members shall take place not later than within 6 weeks after the motion to convene the same is proposed.
 

§ 16
 

The responsibilities of the Meeting of members shall include:
1) Approval of the agenda of and adoption of the standing order for the General Meeting of Members;
2) Adoption of the Chamber’s operational programmes;
3) Appointment and dismissal of the Chamber’s Directors and approval of the Board of Directors’ regulations; appointment of four Deputy Directors;
4) Review of Directors’ Reports, adoption of resolutions on issues put forward by the Board of Directors;
5) Approval of the Chamber’s balance sheet;
6) Appointment of the chartered auditor;
7) Adoption of resolutions to discharge the Board of Directors;
8) Review of appeals against the Board of Directors’ decisions to delete from the list of members, exclude from the Chamber or refuse to accept as members;
9) Suspension of Directors’ rights;
10) Adoption of the Articles of Association and any amendments thereto, the Chamber’s organisational structure or any other regulations governing the Chamber’s activities, as well as amendments thereto;
11) Adoption of the Chamber’s budget for the calendar year at the request of the Board of Directors;
12) Adoption of resolutions to dissolve the Chamber; election of the Liquidation Committee;
13) Adoption of resolutions to specify in detail the destination and distribution of the Chamber’s property if the Chamber is dissolved;
14) Adoption of resolutions to specify how the operating costs of the Chamber that are in excess of its income are to be paid;
15) Adoption of resolutions concerning the Chamber’s business activities;
16) Determination of the membership fee;
17) Adoption of resolutions concerning any other matters reserved from the General Meeting in accordance with the Articles of Association.
 

§ 17
 

1. The Ordinary and Extraordinary General Meetings of Members shall be capable of passing resolutions that concern only matters included in the agenda, regardless of how many of the Chamber’s members or their representatives are present.
2.  Resolutions concerning matters not included in the agenda may be passed only if all members of the Chamber or their representatives attend the General Meeting and have agreed that the agenda has to be changed.
 

National Section Meetings and Boards
 

§ 17a
 

1. Ordinary meetings of national sections take place once a year, before the General Meeting of Members, and shall  be convened by the boards of sections to elect the directors of sections and the Chamber’s  Directors nominated by sections. The meeting shall be valid regardless of the number of members present.  The election shall be conducted by secret ballot. Each member of the section shall be entitled to nominate their own candidates. The highest number of votes given for a candidate shall determine the outcome of the election.
2. The board of the section shall consist of three to nine members elected for one year. The office term of the section director shall expire on the date of the ordinary meeting. The Board of Directors shall select the chairman and his/her deputies out of its members.
3. The Meeting of sections shall elect two Directors and one Deputy of the Chamber’s Director. Directors of the section may simultaneously be Directors of the Chamber. Directors of the Chamber and Deputy Directors shall be elected for one year. The office terms of Directors and Deputy Directors shall expire on the date of the Ordinary General Meeting of Members. 
 

Chamber’s Board of Directors

§ 18
 

The Board of Directors shall be the executive body of the Chamber which controls its activities.
 

§ 19
 

1. The Board of Directors shall consist of eight members elected at meetings of national sections.
2. The Board of Directors shall select a Chairman and 1-2 Deputies Chairmen out of its members for one year. The election shall be held before the Ordinary General Meeting of Members. The Chairman may be re-elected for the next term, but for not more than four years.
3.  If the mandate of any of the Chamber’s Directors expires during the office term due to his/her death, resignation, membership termination, expiration of the right to represent a member of the Chamber, dismissal by the General Meeting of Members or any other reason whatsoever, such a Director shall be replaced be a Deputy Director nominated by the same national section. If for any of the reasons specified above the mandate of more than two Directors from the same national section expires, the Board of such a section shall convene, at the request of the remaining Directors, an extraordinary meeting to conduct a follow-up election of the Directors and a Deputy Director. If the mandate of all Directors expires when meetings of national sections are not convened within three months to conduct a follow-up election, each of the Chamber’s members shall have the right to convene an extraordinary meeting of the section through the Chamber’s Office.
4. If the Chairman of the Board of Directors loses his/her mandate to perform this function for any of the reasons specified above, the Board of Directors shall elect a new Chairman or delegate this function to any of the Deputy Chairmen for the time until the expiration of the departing Chairman’s office term.
 

§ 20
 

1. The Board of Directors shall hold its meetings at least once a quarter. In addition, a meeting may be convened whenever needed by the Chamber.
2. Meetings of the Board of Directors shall be convened and presided by the Chairman.
3. An ordinary majority of votes given with at least two Directors present shall be required for resolutions of the Board of Directors to be effective. In case of parity, the vote of the Chairman shall be prevailing, and if the Chairman is absent , the vote of the Director presiding a meeting.
4. Deputy Directors may attend meetings in the absence of Directors or when invited. Persons who are  not Directors may also be invited to attend meetings of the Board of Directors, but such persons shall have no voting rights.
5. The Board of Directors shall be obliged to notify a member of the Chamber when the meeting is held to address his/her issue.
 

§ 21
 

The responsibilities of the Board of Directors shall include:
1) Implementation of resolutions passed by the General Meeting of Members;
2) Inclusion, deletion and exclusion of the Chamber’s members;
3) Management of the Chamber’s activities;
4) External representation of the Chamber;
5) Appointment or dismissal of the Director of the Chamber’s Office; the Office’s activities shall be controlled by the Chairman of the Chamber’s Board of Directors;
6) Processing of complaints and motions concerning the Chamber’s activities;
7) Adoption of resolutions to establish, suspend and terminate any of the Chamber’s sections and subsidiaries and control of their activities; as well as resolutions to establish or join any of the organisations referred to in § 2 clause 3 thereof;
8) Determination how the Chamber’s activities are to be funded and how earmarked funds and their rules are to be created;
9) Preparation and submission of the Chamber’s draft budgets to the General Meeting of Members, as well as revision of the budget during the year whenever needed by the Chamber;
10) Adoption of resolutions concerning all matters not reserved for the General Meeting.

 

Control of the Chamber’s Financial Activities
 

§ 22
 

The Chamber’s financial activities shall be controlled by the chartered auditor appointed by General Meeting of Members.
 

Section V
CHAMBER’S OFFICE
 

§ 23
 

1. Administrative handling if the Chamber’s pursuit of its statutory goals shall be responsibility of the Chamber’s Office.
2. The Office shall be managed by its Director. The Director must not be a member or representative of the Chamber.
3. The Director shall report directly to the Chairman of the Board of Directors.
 

§ 24
 

The Chamber’s Office shall provide technical assistance to the meetings of all the statutory bodies of the Chamber.
 

Chapter VI
CHAMBER’S PROPERTY
 

§ 25
 

1.  The Chamber’s property shall consist of movable and immovable property, funds, copyrights and the
2. The Chamber’s income shall include:
1) Proceeds from the membership fees;
2) Revenues from its own business activities;
3) Gains on the Chamber’s assets;
4) Subsidies, donations, legacies and endowments from individuals and organizations.
3. The Chamber may create the following funds:
1) Statutory fund;
2) Internal employee’s funds;
3) Other earmarked funds created in accordance with applicable financial management legislation and resolutions passed by the Chamber’s governing bodies.
4. The Chamber ‘s operational costs shall be paid from the income specified in clause 2.
5. Revenues from the Chamber’s business activities shall be used for the pursuit of its statutory goals and must not be allocated for distribution among its members.
 

Section VII
REPRESENTATION
 

§ 26
 

l. The following persons shall be entitled to make statements and sign on behalf of the Chamber, including with the regard to its proprietary rights and obligations:
a/ Two Directors jointly;
b/ Proxies appointed by the persons referred to in letter a/ within the authority of their powers of attorney.
 

Section VIII
AMENDMENTS, DISSOLUTION AND LIQUIDATION OF THE CHAMBER
 

§ 27
 

1. A resolution adopted by the General Meeting with an ordinary majority of 2/3 of votes given by the members present shall be required to amend the Articles of Association or dissolve the Chamber.
2. The General Meeting shall appoint a Liquidation Committee to carry out the liquidation process. The Committee may include Directors.
3. The Liquidation Committee shall clear all debtors and creditors of the Chamber as resolved by the General Meeting.
4. The General Meeting’s resolution shall determine what to do with the property left after liquidation.
5. Upon completion of the Chamber’s liquidation the Liquidation Committee shall apply to the court for the deletion of the Chamber from the register.
 

Section IX
FINAL PROVISIONS

§ 28
 

The relevant provisions of the Chambers of Commerce Act of 30 May 1989 and any other existing laws shall be applicable to all matters not provided for herein.

Consolidated  text as amended as at  27 February 2008.