STATUTE
Automotive Parts Manufacturers Association
CHAPTER 1
GENERAL PROVISIONS
§ 1
First The Association is named "Automotive Parts Manufacturers' Association" and still is called the "Association"
Second The Association may use the abbreviation "SPCM" and its equivalents in other languages the name and distinctive logo.
§ 2
First The Association is an organization of self-governing and independent in its statutory activities of state administration bodies, local government and political organizations, social and professional.
Second The Association brings together:
representatives of producers, suppliers and distributors:
- Vehicles and trailers,
- Parts and automotive accessories,
- Materials and services, automotive,
representatives of scientific institutions working for the automotive industry,
automotive customers,
companies about business related to the automotive,
§ 3
First The Association has legal personality and acts on the basis of the provisions of the Act of 7 kwietnia1989 year - Law on Associations (Journal of Laws of 2001 No. 79, item. 855 as amended).
§ 4
Association is headquartered in Warsaw.
§ 5
First For proper implementation of the objectives of the Association, it may operate in the country and outside Poland.
Second The Association may join trade associations and international organizations.
§ 6
The Association may have a badge of membership according to the formula approved by the Board.
CHAPTER 2
OBJECTIVES AND PRINCIPLES OF ASSOCIATION
§ 7
First The Association was established to protect the rights and interests and to represent and promote professional and social activities of ordinary members, to support and honor in the Polish Republic and abroad, in particular:
a) represent the social and economic interests nationally and internationally
b) creation of conditions for joint action by members to better adapt their businesses to changing market conditions (formation of cooperative relations, consortia and clusters).
c) Support the activities of members for the development of their local communities
Second To achieve its objectives, the Association may support the activity of other natural or legal persons whose activities are consistent with the objectives of the Association.
§ 8
The Association pursues its objectives by:
a) holding positions and present opinions on matters related to the economy,
b) acting on behalf of members of the Association for agencies and state and local government and the judiciary in matters relating to the activities of its members,
c) delegating their representatives to advisory bodies, in particular any government agencies, local government and the EU,
d) information and education,
e) promoting the activities and achievements of members of the Association.
CHAPTER 3
MEMBERS OF THEIR RIGHTS AND RESPONSIBILITIES
§ 9
Members of the Association are divided into
First Ordinary members
Second Supporting members
Third Honorary members
§ 10
First An ordinary member may be the owner or employee of a supporting member of the Association. Supporting member, established in the Association may represent only one person.
Second Supporting member may be any operating in the field referred to in § 2, paragraph 2 of this statute the legal or natural person conducting economic activity in the Polish Republic and the EU.
Third Honorary membership may give the General Assembly of the persons and organizations have contributed to the Association.
4th Membership in the Association is voluntary and is not restricted in any way independent of the member ..
§ 11
First Ordinary members adopt its resolution of the Board of the Association on the basis of a written declaration to join the Association of the person concerned, together with written authorization to represent the supporting member of the Association by the competent authority of the manager or owner of the supporting member.
Second Supporting members shall adopt its resolution of the Board of the Association on the basis of a written declaration to join the Association of the interested company or organization. To the declaration must be accompanied by proof of payment of registration fees.
Third Prior to the adoption of the resolution supporting member or ordinary ordinary members of Management Board shall inform the Association about the candidate. Members have the right to object within 2 weeks.
§ 12
First Members of the Association shall have the right to participate in the Association and its organs, provided that all statutory requirements.
Second Ordinary members are active and passive electoral rights to the Association and to vote at the General Meeting of Members and may benefit from assistance from the Association and submit proposals for its activities.
Third Supporting Members do not have the right to vote and stand for election or vote of the Association constituting the General Assembly. But they have the right to participate in the meetings and the General Assembly as well as to participate in the work of the Association through designated representatives.
4th Honorary members are not required to pay membership fees
5th Honorary members who were previously ordinary members of the Association and received the title of honorary member to active and passive right of election to the Association and to vote at the General Meeting of Members.
§ 13
First Ordinary members and supporters are required to:
a) ensure the development of the Association and by active participation in the work of the Association to assist in achieving its objectives
b) comply with the provisions of the Statute of the Association and resolutions of the Association
c) to pay regular membership fees
Association to give the authorities any information necessary for its proper functioning
d) to do business in accordance with the law and professional ethics
§ 14
First Ordinary membership and support in the Association ceases when:
a) the occurrence of the Association
b) the dissolution of the Association
c) exclusion from the Association due to:
First activities to the detriment of a member of the Association or action contrary to the provisions of the Statute
Second circumvention of the statutory duties
Third non-payment of membership fees in the amount determined in accordance with the provisions of the statute by the competent authority of the Association, for three months
4th termination of membership or withdrawal of the right to represent the supporting member, which represents
d) the death of an ordinary member
e) the liquidation of a supporting member
Second Declaration of the Association must be in writing. Declarations supporting member must be accompanied by a resolution of the competent authority or the owner of the member making the declaration.
Third Exclusion from the Association takes effect the resolution of the Board taken by secret ballot by a 2 / 3 majority by at least ½ of the Management Board.
4th In the period from application to adopt a resolution by the Board member is suspended from the rights and obligations.
5th In connection with the termination of membership shall have no claim to the assets of the Association.
CHAPTER 4
AUTHORITIES ASSOCIATION
§ 15
First The governing bodies of the Association are:
a) General Meeting of Members
b) The Board
c) The Audit Commission
Second With the election of members of the Board and the Audit Committee created a list of members of the reserve in an amount of at least 50% of the chosen composition.
Third In case of resignation of members of the Association during the term of office, a person from the list of members of the reserves fall to the competent authority in order of votes obtained in elections.
§ 16
(Deleted)
§ 17
First General Assembly is the supreme authority of the Association and the final court of appeal in matters relating to disputes arising between members on the background of the Association.
Second The General Assembly of Members participate ordinary and honorary members subject to the provisions specified in § 12 paragraph 3
Third General Assembly expressed its will in the form of resolutions.
4th Board shall convene the General Meeting of Members not less frequently than once every 5 years
5th The date, place and proposed agenda shall notify the Board in writing at least 14 days before the General Meeting of Members.
6th Extraordinary Meeting shall be convened at the initiative of the Board, at the request of the Audit Committee or at least 20% of the ordinary or honorary members.
7th Board shall convene an Extraordinary Meeting of Members no later than 60 days from the date of filing the application or request. It meets primarily on matters for which it was convened.
8th General Meeting of Members shall adopt its own rules of proceedings.
§ 18
Resolutions of the General Assembly passed a simple majority of votes, the presence of at least half the members entitled to vote. In the absence of a quorum in the 1st period of the General Assembly of Members may be held after half an hour from the time limit, the so-called. "Second time". Resolutions of the General Assembly of Members held in the second period of a simple majority of votes regardless of the number of members present.
§ 19
The powers of the General Assembly should:
a) to elect members of the Board and the Audit Committee.
b) passing the budget and adopt the report on its implementation.
adoption of the statute and its amendments,
c) to consider reports of the Board and the Audit Committee and the discharge at the request of the Board Audit Committee,
d) adopting a program of the Association for a term of office,
e) adopting the agenda of the General Meeting of Members,
f) the dissolution of the Association and adoption of resolutions setting out in detail the purpose and division of property of the Association,
g) adopt resolutions on other matters considered by the Board to require a decision of the General Assembly.
h) adoption of contributions for supporting members.
§ 20
First The Board consists of President and from 3 to 5 of his deputies.
Second Termination of office of member of the Board the following cases:
a) termination of membership in the Association or the withdrawal of the right to be represented by a supporting member, which represents
b) the written resignation of membership on the Board
c) an appeal by the General Meeting of Members
d) the death of a member of the Board
§ 21
First The Board should:
a) implementation of resolutions of the General Meeting of Members
b) directing the work of the Association in accordance with programs established by the General Meeting of Members
c) take decisions in matters of property and staff,
d) represent the Association on the outside and the appointment of representatives to act in government agencies, local government and trade associations.
e) receiving ordinary and supporting members and the decision to expel members who pay no membership fees
f) to convene the General Meeting of Members,
g) settlement of disputes between members arising from their activities in the Association,
h) appointment of the Association of Branch Sections dealing with specific industry or subject matter at the request of members. Supervision of their operation,
i) adopting resolutions on matters not within the competence of other authorities of the Association.
Second Since the resolutions of the Board members of the Association shall appeal to the General Meeting of Members. The decision of the General Assembly is final. The appeal should be lodged in writing, through the Board, within 14 days after the disputed resolution.
§ 22
First Board meeting convened by the President or one of his deputies as needed but not less frequently than every 6 months. The validity of the resolutions of the Board must be present at least half of its members. Resolutions are passed by simple majority vote. In the case of equal votes, the vote of the President.
Second Organization and Management mode determines the regulations adopted by the Board.
Third To declare their assets and financial commitments on behalf of the Association is required to obtain signatures of two members of the Board
§ 23
First The Audit Committee is composed of a chairman and two members.
Second The Audit Committee at its first meeting elect a President of the Commission.
Third The Audit Commission is an organ of the Association. Shall review the Association's activities, including financial activities in terms of reliability and economy. Notify in writing the Board noted irregularities. Resolutions of the simple majority of votes. In the case of equal votes a casting vote.
4th The Audit Committee shall report to the General Assembly with an assessment of activity and requests for discharge to the Management Board.
5th Do not connect a member of the Audit Committee with the function of a member of the Board.
6th Termination of office of member of the Audit Committee the following cases:
a) termination of membership in the Association or the withdrawal of the right to be represented by a supporting member, which represents
b) the written resignation of membership of the Commission
c) an appeal by the General Meeting of Members
d) the death of a member of the Commission
CHAPTER 5
PROPERTY ASSOCIATION
§ 24
First Assets of the Association are movables, real estate, funds, and any other property rights.
Second The revenues of the Association are:
a) income from membership fees
b) income from business activities
c) income from the assets of the Association
d) grants, donations, bequests and inheritances
e) income from public collections
f) income from interest on bank deposits and dividends from stocks and shares
g) income from paid statutory activity
h) other revenues, including exemplary judicial
Third Revenue from grants, donations, bequests and inheritances can be used to achieve all the objectives of the Association, if the donor has not decided otherwise.
4th The Association may conduct business by. principles laid down in separate regulations. Income from business activities of the Association serves the statutory purposes and may not be distributed among members. The loss is covered by the income of future years
5th The Association may establish funds:
a) Statutory
b) company employee funds and other earmarked funds created under the law and in accordance with the provisions of the Statute
§ 25
First Accounting is carried out by existing legislation.
Second A calendar year is the year of reporting.
Third It is prohibited to:
a. loans or assets securing obligations of the association in relation to its members, members of the association of employees or persons with whom they are married or in a relationship of kinship or affinity in the collateral line to the second degree, or are related to the adoption, care or guardianship hereinafter relatives,
b. The transfer of the assets of the association for its members, board members or employees and other persons close in a manner other than in relation to third parties, in particular, if the transfer is free of charge or on preferential terms,
c. The use of the property for the benefit of the association members, board members or employees and their relatives in a manner other than in relation to third parties unless it is directly due to the use of the statutory purpose of the association,
d. The purchase of special terms of goods or services from entities in which members of the organization, members of its bodies or employees and their relatives.
CHAPTER 6
CHANGES TO THE STATUTES AND TERMINATION OF THE ASSOCIATION
§ 26
A resolution to amend the statutes and dissolution of the Association of the General Assembly takes a 2 / 3 majority in the presence of at least half of those entitled to vote in the first period and regardless of the number present in the second period.
CHPTER 7
deleted
Warsaw October 27, 2011 r
DATE OF SIGNATURES
27/10/2011 The Anthony T. Dabrowski
27/10/2011 The Wojciech Perczyński
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