STATUTES OF THE POLAND–LUXEMBOURG
CHAMBER OF COMMERCE
CONSOLIDATED TEXT DATED 10 MAY 2024
I. GENERAL PROVISIONS
§ 1.
The Poland–Luxembourg Chamber of Commerce, hereinafter referred to as the “Chamber”, is a bilateral business self-government organisation representing the economic interests of its Members in connection with their business activities, in particular before public authorities.
The Chamber operates pursuant to the Act of 30 May 1989 on Chambers of Commerce and these Statutes of the Chamber, hereinafter referred to as the “Statutes”.
§ 2.
The registered office of the Chamber is located in Swarzędz.
The Chamber operates within the territory of the Republic of Poland and abroad. Within the scope of its activities, the Chamber may establish representative offices and branches.
§ 3.
The Chamber has legal personality.
§ 4.
The name of the Chamber is:
a. in Polish: “POLSKO-LUKSEMBURSKA IZBA GOSPODARCZA”;
b. in French: “CHAMBRE DE COMMERCE POLONO-LUXEMBOURGEOISE”;
c. in English: “POLAND-LUXEMBOURG CHAMBER OF COMMERCE”;
d. in German: “POLNISCH-LUXEMBURGISCHE WIRTSCHAFTSKAMMER”.
The Chamber shall use a seal bearing the name of the Chamber in Polish and may use seals in Luxembourgish, German, French and English.
The official languages of the Chamber are Polish, German and English.
II. OBJECTIVES OF THE CHAMBER AND METHODS OF THEIR IMPLEMENTATION
§ 5.
The purpose of the Chamber is to support the development of economic and trade relations between the Republic of Poland and the Grand Duchy of Luxembourg, to protect and promote Polish economic interests in Luxembourg and Luxembourgish economic interests in Poland, to support the development of entrepreneurship, and to preserve and promote the national and economic traditions of Poland and Luxembourg.
In order to achieve its objectives, the Chamber may support the activities of, and receive support from, other legal persons and natural persons, organisational units without legal personality, as well as bilateral and international organisations.
§ 6.
The Chamber shall carry out its statutory tasks in particular by:
a. protecting and representing the economic interests of its Members before public authorities, state and local government administration bodies, as well as national, foreign and international organisations;
b. supporting the development of entrepreneurship by initiating, facilitating, maintaining and developing economic cooperation between entrepreneurs from Poland and Luxembourg, as well as promoting employment and professional activation in Poland and Luxembourg;
c. collecting and disseminating information supporting the activities of the Chamber’s Members concerning the economic situation in Poland and Luxembourg, in particular market, financial and economic information aimed at promoting Polish-Luxembourg economic exchange;
d. promoting and disseminating scientific, organisational and technical achievements of Poland and Luxembourg, as well as disseminating and implementing new technical solutions in business practice;
e. expressing opinions on proposed solutions, including legal solutions, relating to the functioning of the economy, and participating, in accordance with the rules laid down in separate regulations, in the preparation of draft legislation in this field;
f. assessing the implementation and functioning of legal regulations concerning the conduct of business activity;
g. carrying out activities aimed at promoting and disseminating national traditions, culture and art, as well as protecting cultural assets and the national heritage of Poland and Luxembourg;
h. organising conferences, information seminars, symposia, discussions, exhibitions, trade fairs, trade and investment missions and other promotional events;
i. initiating the adoption and amendment of legal regulations relating to the economic sphere and representing the position of the Chamber’s Members in this respect;
j. issuing, at the request of Members, opinions necessary for conducting and developing business activities;
k. conducting publishing and journalistic activities;
l. establishing commissions, committees, sections, Members’ clubs and other collective bodies;
m. facilitating the resolution of disputes between entities participating in bilateral economic relations, including through mediation and the organisation of arbitration;
n. conducting business activities in accordance with general principles in order to obtain funds for the Chamber’s statutory activities;
o. obtaining funds for the implementation of the Chamber’s statutory objectives, including by obtaining financial and non-financial donations, including donations subject to instructions within the meaning of Article 893 of the Civil Code, to be allocated to the implementation of the Chamber’s objectives.
In pursuing its objectives, the Chamber may conduct public benefit activities under the conditions laid down in the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
§ 7.
In pursuing its objectives, the Chamber may conduct public benefit activities under the conditions laid down in the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
III. MEMBERS, THEIR RIGHTS AND OBLIGATIONS
§ 8.
The following may become Members of the Chamber:
a. natural persons conducting business activity within the territory of the Republic of Poland or the Grand Duchy of Luxembourg or independently practising a liberal profession;
b. legal persons and organisational units without legal personality established in accordance with the laws of the Republic of Poland or the Grand Duchy of Luxembourg and conducting business activity;
c. foreign entities within the meaning of the Act of 6 March 2018 on the Rules Governing the Participation of Foreign Entrepreneurs and Other Foreign Persons in Economic Transactions within the Territory of the Republic of Poland.
The Members of the Chamber referred to in paragraph 1(b) and (c) above shall be represented within the Chamber by their duly authorised representatives.
A duly authorised representative of a Member referred to in paragraph 2 above shall mean a person authorised to represent the Member in accordance with the applicable provisions of law and internal regulations governing the functioning of the Member concerned, in particular a member of a governing body of a legal person or a partner authorised to represent a partnership, as well as a person who has been granted written authorisation to represent the Member within the Chamber in accordance with the Member’s rules of representation.
Members shall submit written authorisations to represent them within the Chamber to the Director of the Chamber Office or the President of the Management Board of the Chamber. Members shall immediately inform the Chamber of any changes concerning their authorised representatives.
§ 9.
Admission as a Member of the Chamber shall take place pursuant to a resolution of the Management Board of the Chamber, hereinafter referred to as the “Management Board”, following the prior submission by the applicant of a written membership declaration and completed questionnaire and the payment of the admission fee and annual membership fee.
If admission as a Member is refused, the applicant may appeal to the General Meeting of Members within 30 days from the date on which the resolution of the Management Board is delivered.
A resolution of the General Meeting of Members refusing admission shall be final. The appeal shall be considered at the next General Meeting of Members. If the appeal is upheld, the date of admission as a Member of the Chamber shall be the date of the resolution of the General Meeting of Members.
§ 10.
Members of the Chamber shall have the right to:
a. elect and be elected to the governing bodies of the Chamber;
b. use, on preferential terms specified in regulations adopted by the Management Board, all forms of activity conducted by the Chamber;
c. use the Chamber’s corporate mark in accordance with the rules determined by the Management Board;
d. submit motions and proposals concerning all areas of the Chamber’s activities;
e. vote at the General Meeting of Members;
f. participate in commissions, committees, Members’ clubs and other collective bodies established within the Chamber.
Members of the Chamber shall be obliged to:
a. comply in their business activities with applicable laws, ethical principles and standards of fair conduct;
b. comply with the provisions of the Statutes, regulations and resolutions of the Chamber’s governing bodies;
c. participate in the implementation of the Chamber’s statutory objectives;
d. pay membership fees regularly;
e. protect the good name and reputation of the Chamber.
§ 11.
The General Meeting of Members shall determine the amount of the admission fee and the annual membership fee.
Membership fees shall be paid once a year, in full, for the entire calendar year. The membership fee shall be paid by transfer to the Chamber’s bank account.
If there are insufficient financial resources to cover the costs of the Chamber’s ongoing activities, the General Meeting of Members may, during the year, by a two-thirds majority of the votes cast, adopt a resolution increasing the membership fee.
Members shall pay the difference between the previous and increased membership fee within one month from the date of the resolution of the General Meeting of Members.
§ 12.
Membership in the Chamber shall cease:
a. upon withdrawal from the Chamber – one month after the date on which the Chamber receives, at its address, a written statement of withdrawal submitted by the Member to the Management Board;
b. upon removal from the register of Members of the Chamber – due to the death of a natural person, liquidation of a legal person or an organisational unit without legal personality, or loss of the statutory membership requirements, in particular cessation of business activity;
c. upon exclusion from the Chamber – due to the Member’s failure to comply with the provisions of the Statutes or resolutions of the Chamber’s governing bodies, in particular where the Member is more than three months late in paying the full annual membership fee, or where continued membership is incompatible with the objectives of the Chamber or damages its good name.
Removal from the register of Members and exclusion from the Chamber shall take place pursuant to a resolution of the Management Board.
A resolution to exclude a Member shall be adopted after the Member has submitted written explanations or after the expiry of the deadline for submitting them. The deadline for submitting explanations, which shall not be shorter than 14 days from the date on which the Member is notified, shall be determined by the Management Board.
A resolution of the Management Board concerning the exclusion of a Member shall require the presence of at least two-thirds of the members of the Management Board.
An excluded Member shall have the right to appeal to the General Meeting of Members within 30 days from the date on which the resolution of the Management Board is delivered. The General Meeting of Members shall consider the appeal at its next meeting. If the General Meeting of Members does not uphold the appeal, the date of exclusion shall be deemed to be the date on which the Management Board adopted the resolution on exclusion.
In the event of withdrawal from or exclusion from the Chamber, membership fees already paid shall not be refundable.
Withdrawal from or exclusion from the Chamber shall not release a Member from the obligation to pay any outstanding membership fees.
§ 13.
The Chamber may confer the title of Honorary Member of the Chamber upon persons who have made a particularly significant contribution to the development of Polish-Luxembourg economic relations.
The title of Honorary Member of the Chamber may be granted only to a natural person.
The title of Honorary Member of the Chamber shall be conferred by the Management Board by way of a resolution. The provisions of § 9(1) shall not apply.
An Honorary Member of the Chamber shall have none of the rights or obligations arising from membership in the Chamber.
IV. GOVERNING BODIES OF THE CHAMBER
§ 14.
The governing bodies of the Chamber are:
a. the General Meeting of Members;
b. the Management Board;
c. the Chamber Council.
Resolutions of the governing bodies of the Chamber shall be adopted in an open vote by a simple majority of the votes cast, irrespective of quorum, unless the Statutes provide otherwise.
Voting shall be conducted by secret ballot in elections of members of the Management Board, including the President, and members of the Chamber Council, as well as at the request of at least one-fifth of the persons participating in a meeting of the Management Board or the General Meeting of Members.
1. GENERAL MEETING OF MEMBERS
§ 15.
The General Meeting of Members, hereinafter referred to as the “General Meeting”, shall be the highest authority of the Chamber.
The General Meeting shall adopt decisions by way of resolutions.
Resolutions of the General Meeting shall be adopted at an Ordinary or Extraordinary General Meeting.
Resolutions may be adopted without holding a General Meeting, provided that the draft resolution has been delivered to all Members of the Chamber. A resolution shall enter into force if a simple majority of the Members of the Chamber vote in writing in favour of the resolution.
§ 16.
General Meetings of Members shall be convened by the Management Board.
The Ordinary General Meeting shall be convened by the Management Board once a year, no later than by the end of the second quarter following the end of the year covered by the relevant report.
In justified cases, upon a request submitted to the Management Board by at least one-third of the total number of Members of the Chamber, upon a request of the Chamber Council or on its own initiative, the Management Board shall convene an Extraordinary General Meeting. Those requesting the convening of an Extraordinary General Meeting shall specify the matters to be discussed. The Extraordinary General Meeting shall be held no later than within eight weeks from the date on which the request to convene it is submitted.
The Management Board shall notify Members of the date, place and agenda of the General Meeting by written notices sent by electronic mail at least 30 days before the date of the General Meeting.
In the notice, the Management Board shall specify the scope of resolutions to be considered by the General Meeting. Both Ordinary and Extraordinary General Meetings may adopt resolutions only on matters included in the agenda.
If the Management Board fails to convene the Ordinary General Meeting within the period specified in paragraph 2 or fails to set a date for an Extraordinary General Meeting within four weeks from the date of receipt of the request of the Members referred to in paragraph 3 above, the General Meeting shall be convened by one-third of the total number of Members of the Chamber by way of a resolution adopted in accordance with § 15(4), and the provisions of paragraphs 3–4 shall apply accordingly.
§ 17.
The powers of the General Meeting shall include:
a. adopting annual and long-term directions of the Chamber’s activities and evaluating their implementation;
b. electing and dismissing members of the Management Board and its President, as well as members of the Chamber Council;
c. adopting amendments to the Statutes by a two-thirds majority of the votes cast;
d. adopting the Chamber’s regulations and approving the regulations governing the election and operation of the Management Board and the regulations governing the election of the Chamber Council;
e. approving reports of the Management Board and the Chamber Council;
f. granting discharge to members of the Management Board and the Chamber Council;
g. determining the amount of the admission fee and membership fee;
h. adopting a resolution on the dissolution of the Chamber;
i. adopting resolutions specifying the allocation and distribution of the Chamber’s assets in the event of its liquidation;
j. considering other matters assigned to the competence of the General Meeting under the Statutes.
§ 18.
The General Meeting shall be authorised to adopt resolutions irrespective of the number of Members present at the General Meeting.
Members of the Chamber who are natural persons shall exercise their voting rights personally or through proxies. Members of the Chamber referred to in § 8(1)(b) and (c) of the Statutes shall exercise their voting rights through their authorised representatives or proxies.
Members of the Chamber, their authorised representatives or proxies may represent more than one Member of the Chamber at the General Meeting on the basis of a written power of attorney specifying the scope of authority.
Members of the Chamber, their authorised representatives or proxies may also participate in the General Meeting using means of electronic communication.
The means of communication referred to in paragraph 4 shall enable verification of the identity of the Member of the Chamber and, where the Member is represented by representatives or proxies, also the basis of their authority.
The Management Board shall provide the Members of the Chamber, their authorised representatives or proxies referred to in paragraph 4 with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
Detailed rules of participation, including voting at the General Meeting, may be specified in regulations adopted by the Management Board of the Chamber.
2. MANAGEMENT BOARD
§ 19.
The Management Board shall consist of between 3 and 7 members elected by the General Meeting for a joint five-year term from among candidates who are:
a. Members referred to in § 8(1)(a) of the Statutes; or
b. authorised representatives of Members within the meaning of § 8(3) of the Statutes.
A person who has been convicted by a final judgment of an intentional offence prosecuted by public indictment or a fiscal offence may not serve as a member of the Management Board.
Upon expiry of their mandate, a member of the Management Board may be appointed for another term.
Members of the Management Board shall perform their duties personally.
The General Meeting may adopt Regulations for the Election and Regulations for the Operation of the Management Board of the Poland–Luxembourg Chamber of Commerce.
The General Meeting shall elect the President of the Management Board from among the candidates who are members of the Management Board and who have expressed their willingness to stand for the position of President.
At its first meeting, upon the motion of the President or on its own initiative, the Management Board shall appoint up to three Vice-Presidents of the Management Board, a Secretary of the Management Board and a Treasurer of the Chamber. Dismissal from these functions shall take place in the same manner.
Neither the Director nor employees of the Chamber Office may be appointed to the Management Board.
Upon the motion of the President, the Management Board of the Chamber shall appoint the Director of the Chamber Office and determine the amount and manner of his or her remuneration. The Director of the Chamber Office shall report directly to the President, who shall determine the scope of the Director’s duties relating to the organisation of the day-to-day operation of the Chamber Office.
The mandate of a member of the Management Board shall expire in the event of:
a. death;
b. dismissal by the General Meeting of Members;
c. submission to the President of a written resignation from the position of member of the Management Board;
d. termination of the natural person’s membership;
e. loss by the member of the Management Board of the status of an authorised representative of a Member of the Chamber;
f. termination of the membership of the Member of the Chamber represented by the relevant member of the Management Board;
g. failure to grant discharge to the member of the Management Board during the term of office;
h. on the date on which the General Meeting adopts a resolution granting discharge to the members of the Management Board following the end of their term of office.
The Management Board may invite a member of the Management Board whose mandate has expired in the circumstances described in paragraph 10(e) to participate in the Consultative Council.
§ 20.
The Management Board shall meet at least once per quarter.
Meetings of the Management Board of the Chamber shall be convened by the President or, if the President is unable to do so, by one of the Vice-Presidents:
a. on his or her own initiative;
b. at the request of at least one-third of the members of the Management Board.
Meetings of the Management Board shall be chaired by the President or one of the Vice-Presidents or, in their absence, by the oldest member of the Management Board.
The Management Board shall be authorised to adopt resolutions where at least one-third of the current number of members of the Management Board are present, provided that the President or one of the Vice-Presidents and the Treasurer are present. Resolutions of the Management Board shall be adopted by a simple majority of the votes cast. In the event of an equal number of votes, the vote of the President or the person chairing the meeting shall prevail.
The President may invite the Director of the Chamber Office or other persons to meetings of the Management Board, with an advisory vote, where this is appropriate in view of the subject matter of the meeting.
Members of the Management Board may also participate in meetings of the Management Board using means of electronic communication.
The means of communication referred to in paragraph 6 shall enable verification of the identity of the member of the Management Board.
The person convening the meeting of the Management Board shall provide members of the Management Board with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
Detailed rules of participation, including voting during meetings of the Management Board, may be specified in regulations adopted by the Management Board of the Chamber.
§ 21.
The powers of the Management Board shall include:
a. managing the Chamber and representing it externally;
b. implementing resolutions of the General Meeting;
c. adopting resolutions on admitting Members to the Chamber and excluding them from the Chamber;
d. establishing annual economic and financial plans of the Chamber based on the directions of activity determined by the General Meeting;
e. adopting resolutions concerning the acquisition and disposal of real estate owned by the Chamber;
f. determining the date and agenda of, and convening, the General Meeting;
g. determining the dates and topics of meetings of the Consultative Council;
h. adopting rules governing the Chamber’s financial activities, including financial plans;
i. considering reports on the Chamber’s activities, approving balance sheets and assessing the performance by the Chamber of its tasks;
j. supervising the current and annual activities of the Chamber, particularly its financial management, examining accounting documents and verifying compliance of expenditure with the Chamber’s budget;
k. adopting the Chamber’s budget and amending it during the year where required by the Chamber’s needs;
l. adopting resolutions on the establishment of representative offices and branches of the Chamber and determining the rules governing their activities;
m. interpreting the Statutes;
n. managing the Chamber’s assets;
o. making decisions concerning the disposal and acquisition of fixed assets;
p. adopting regulations governing preferential access by Members to the Chamber’s activities;
q. submitting activity reports to the General Meeting;
r. considering complaints and motions concerning the Chamber’s activities;
s. preparing motions, opinions and draft resolutions on all matters falling within the competence of the General Meeting;
t. determining the rules governing the use by Members of the Chamber’s corporate mark;
u. making decisions concerning the establishment of Chamber funds within the approved budget and adopting regulations governing such funds;
v. adopting resolutions and taking other actions in matters not reserved to the competence of the General Meeting.
§ 22.
The responsibilities of the President of the Management Board shall include in particular:
a. organising the work of the Chamber on the basis of resolutions of the Management Board;
b. preparing motions and draft resolutions on all matters falling within the competence of the Management Board;
c. preparing reports on the Chamber’s activities;
d. supervising the implementation of resolutions of the Management Board;
e. performing other tasks assigned by the Management Board;
f. managing the day-to-day affairs of the Chamber and representing it externally.
In performing the duties entrusted to him or her, the President shall be assisted by members of the Management Board and by the Director and employees of the Chamber Office.
§ 23.
If the President is temporarily unable to perform his or her duties, the President shall be replaced by one of the Vice-Presidents of the Management Board designated for that purpose by the President or, if this is impossible, by the Management Board.
If the mandate of the President expires, the Management Board shall entrust one of the Vice-Presidents with performing the President’s duties until a new President is elected by the General Meeting.
3. CHAMBER COUNCIL
§ 24.
The Chamber Council shall be the supervisory and advisory body of the Chamber.
§ 25.
The Chamber Council shall consist of between 3 and 5 members elected by the General Meeting for a joint three-year term from among candidates who are:
a. Members referred to in § 8(1)(a) of the Statutes; or
b. authorised representatives of Members within the meaning of § 8(3) of the Statutes.
A person who has been convicted by a final judgment of an intentional offence prosecuted by public indictment or a fiscal offence may not serve as a member of the Chamber Council.
Membership of the Chamber Council may not be combined with membership of the Management Board. Furthermore, a member of the Chamber Council may not be married to, cohabit with, be related by blood or marriage to, or be in a relationship of professional subordination to, a member of the Management Board.
Upon expiry of their mandate, a member of the Chamber Council may be appointed for another term.
Members of the Chamber Council shall perform their duties personally.
Detailed rules governing the election of the Chamber Council shall be set out in the Regulations for the Election of the Chamber Council of the Poland–Luxembourg Chamber of Commerce adopted by the General Meeting of Members.
The Chamber Council shall elect from among its members a Chairperson, who shall direct the work of the Chamber Council, represent it externally, and convene and chair meetings of the Chamber Council.
The provisions of § 19(10)–(11) shall apply accordingly.
§ 26.
The Chamber Council shall meet at least once a year.
The matters referred to in § 27(a)–(c) shall in particular be considered at the annual meeting of the Chamber Council.
Meetings of the Chamber Council shall be convened by the Chairperson of the Council on his or her own initiative or at the request of the Management Board.
The Chairperson shall notify members of the Chamber Council of the date and place of the meeting by notices sent by electronic mail at least 14 days before the date of the meeting.
In the notice, the Chairperson shall specify the scope of issues or resolutions to be considered at the meeting.
Resolutions of the Chamber Council shall be adopted by a simple majority of votes.
Resolutions may be adopted without convening a meeting of the Chamber Council, provided that the draft resolution has been delivered to all members of the Chamber Council. A resolution shall enter into force if a simple majority of the members of the Chamber Council vote in writing in favour of it.
Members of the Chamber Council may also participate in meetings using means of electronic communication.
The means of communication referred to in paragraph 8 shall enable verification of the identity of the member of the Chamber Council.
The person convening the meeting of the Chamber Council shall provide members of the Chamber Council with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
§ 27.
The powers of the Chamber Council shall include:
a. ongoing supervision of the activities of the Chamber and the Management Board;
b. examining and issuing opinions on annual reports of the Management Board concerning the Chamber’s activities, as well as accounting documents and the compliance of expenditure with the Chamber’s budget, and submitting an annual written report on the results of such assessment to the General Meeting;
c. submitting motions to the General Meeting concerning the granting or refusal of discharge to members of the Management Board;
d. submitting reports on its activities to the General Meeting;
e. requesting the General Meeting to dismiss members of the Management Board;
f. issuing opinions on matters submitted by the Management Board;
g. submitting comments, motions and recommendations concerning the Chamber’s activities to the Management Board or the General Meeting;
h. requesting the Management Board to appoint members of the Consultative Council;
i. requesting the Management Board to convene a General Meeting of Members.
V. CONSULTATIVE COUNCIL
§ 28.
The Management Board may establish a Consultative Council, hereinafter referred to as the “Council”, which shall serve as an advisory and consultative body of the Chamber.
Any person who makes a significant contribution to supporting Polish-Luxembourg economic relations or possesses extensive knowledge and experience in this field may become a member of the Council.
The Management Board shall invite the serving Ambassador of the Grand Duchy of Luxembourg to the Republic of Poland to become a member of the Council.
The Council shall consist of up to 15 members who have accepted an invitation from the Management Board to participate in the Council.
A member may resign from participation in the Council at any time by submitting a written resignation to the President of the Chamber.
The Management Board may withdraw its invitation to participate in the Council at any time, in particular where continued membership of the person concerned is incompatible with the objectives of the Chamber or damages its good name.
§ 29.
Meetings of the Council shall be held at least once a year.
The dates and topics of Council meetings shall be determined by the Management Board. Members of the Council shall be notified of meetings by written invitations sent at least 30 days before the date of the meeting. Invitations may also be sent by electronic mail if the member has previously provided written consent and indicated the email address to which notices should be sent.
Meetings of the Council shall be chaired by the President or one of the Vice-Presidents. Other members of the Management Board and the Director of the Chamber Office shall have the right to participate in meetings of the Council. Other persons may also be invited to Council meetings where this is appropriate in view of the subject matter of the meeting.
VI. FINANCIAL MANAGEMENT OF THE CHAMBER
§ 30.
The Chamber’s income shall consist of:
a. admission fees;
b. membership fees;
c. income from its own business activities and paid public benefit activities, which may be conducted exclusively for the implementation of the Chamber’s statutory objectives;
d. subsidies, donations, inheritances, grants and bequests;
e. interest and other income from monetary funds.
The Chamber shall cover the costs of its activities from the income referred to in paragraph 1 of this section. If such income proves insufficient, the General Meeting of Members may limit the implementation of the Chamber’s statutory tasks to those that are most urgent and important for the Chamber and its Members.
The Chamber may conduct its own business activities, in particular in the following areas:
a. book publishing (PKD 58.11.Z);
b. other publishing activities (PKD 58.19);
c. data processing, website management (hosting) and related activities (PKD 63.11.Z);
d. market and public opinion research (PKD 73.20.Z);
e. business and management consultancy activities (PKD 70.22.Z);
f. public relations and communication activities (PKD 70.21.Z);
g. advertising (PKD 73.1);
h. activities related to the organisation of trade fairs, exhibitions and congresses (PKD 82.30.Z);
i. other business support service activities not elsewhere classified (PKD 82.9).
VII. REPRESENTATION
§ 31.
The President acting independently, or two members of the Management Board acting jointly, shall be authorised to represent the Chamber in respect of its rights and obligations and to make declarations of intent on its behalf.
Declarations of intent resulting in financial liabilities whose value exceeds, on a one-off basis or during a calendar year, 20% of the Chamber’s budget approved for the relevant year shall require the countersignature of the Treasurer of the Chamber.
VIII. FINAL PROVISIONS
§ 32.
In the event of the dissolution of the Chamber, the allocation of the assets remaining after completion of the liquidation process shall be determined by a resolution of the General Meeting.
When adopting a resolution on the dissolution of the Chamber, the General Meeting shall simultaneously appoint a liquidator.
I. GENERAL PROVISIONS
§ 1.
The Poland–Luxembourg Chamber of Commerce, hereinafter referred to as the “Chamber”, is a bilateral business self-government organisation representing the economic interests of its Members in connection with their business activities, in particular before public authorities.
The Chamber operates pursuant to the Act of 30 May 1989 on Chambers of Commerce and these Statutes of the Chamber, hereinafter referred to as the “Statutes”.
§ 2.
The registered office of the Chamber is located in Swarzędz.
The Chamber operates within the territory of the Republic of Poland and abroad. Within the scope of its activities, the Chamber may establish representative offices and branches.
§ 3.
The Chamber has legal personality.
§ 4.
The name of the Chamber is:
a. in Polish: “POLSKO-LUKSEMBURSKA IZBA GOSPODARCZA”;
b. in French: “CHAMBRE DE COMMERCE POLONO-LUXEMBOURGEOISE”;
c. in English: “POLAND-LUXEMBOURG CHAMBER OF COMMERCE”;
d. in German: “POLNISCH-LUXEMBURGISCHE WIRTSCHAFTSKAMMER”.
The Chamber shall use a seal bearing the name of the Chamber in Polish and may use seals in Luxembourgish, German, French and English.
The official languages of the Chamber are Polish, German and English.
II. OBJECTIVES OF THE CHAMBER AND METHODS OF THEIR IMPLEMENTATION
§ 5.
The purpose of the Chamber is to support the development of economic and trade relations between the Republic of Poland and the Grand Duchy of Luxembourg, to protect and promote Polish economic interests in Luxembourg and Luxembourgish economic interests in Poland, to support the development of entrepreneurship, and to preserve and promote the national and economic traditions of Poland and Luxembourg.
In order to achieve its objectives, the Chamber may support the activities of, and receive support from, other legal persons and natural persons, organisational units without legal personality, as well as bilateral and international organisations.
§ 6.
The Chamber shall carry out its statutory tasks in particular by:
a. protecting and representing the economic interests of its Members before public authorities, state and local government administration bodies, as well as national, foreign and international organisations;
b. supporting the development of entrepreneurship by initiating, facilitating, maintaining and developing economic cooperation between entrepreneurs from Poland and Luxembourg, as well as promoting employment and professional activation in Poland and Luxembourg;
c. collecting and disseminating information supporting the activities of the Chamber’s Members concerning the economic situation in Poland and Luxembourg, in particular market, financial and economic information aimed at promoting Polish-Luxembourg economic exchange;
d. promoting and disseminating scientific, organisational and technical achievements of Poland and Luxembourg, as well as disseminating and implementing new technical solutions in business practice;
e. expressing opinions on proposed solutions, including legal solutions, relating to the functioning of the economy, and participating, in accordance with the rules laid down in separate regulations, in the preparation of draft legislation in this field;
f. assessing the implementation and functioning of legal regulations concerning the conduct of business activity;
g. carrying out activities aimed at promoting and disseminating national traditions, culture and art, as well as protecting cultural assets and the national heritage of Poland and Luxembourg;
h. organising conferences, information seminars, symposia, discussions, exhibitions, trade fairs, trade and investment missions and other promotional events;
i. initiating the adoption and amendment of legal regulations relating to the economic sphere and representing the position of the Chamber’s Members in this respect;
j. issuing, at the request of Members, opinions necessary for conducting and developing business activities;
k. conducting publishing and journalistic activities;
l. establishing commissions, committees, sections, Members’ clubs and other collective bodies;
m. facilitating the resolution of disputes between entities participating in bilateral economic relations, including through mediation and the organisation of arbitration;
n. conducting business activities in accordance with general principles in order to obtain funds for the Chamber’s statutory activities;
o. obtaining funds for the implementation of the Chamber’s statutory objectives, including by obtaining financial and non-financial donations, including donations subject to instructions within the meaning of Article 893 of the Civil Code, to be allocated to the implementation of the Chamber’s objectives.
In pursuing its objectives, the Chamber may conduct public benefit activities under the conditions laid down in the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
§ 7.
In pursuing its objectives, the Chamber may conduct public benefit activities under the conditions laid down in the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
III. MEMBERS, THEIR RIGHTS AND OBLIGATIONS
§ 8.
The following may become Members of the Chamber:
a. natural persons conducting business activity within the territory of the Republic of Poland or the Grand Duchy of Luxembourg or independently practising a liberal profession;
b. legal persons and organisational units without legal personality established in accordance with the laws of the Republic of Poland or the Grand Duchy of Luxembourg and conducting business activity;
c. foreign entities within the meaning of the Act of 6 March 2018 on the Rules Governing the Participation of Foreign Entrepreneurs and Other Foreign Persons in Economic Transactions within the Territory of the Republic of Poland.
The Members of the Chamber referred to in paragraph 1(b) and (c) above shall be represented within the Chamber by their duly authorised representatives.
A duly authorised representative of a Member referred to in paragraph 2 above shall mean a person authorised to represent the Member in accordance with the applicable provisions of law and internal regulations governing the functioning of the Member concerned, in particular a member of a governing body of a legal person or a partner authorised to represent a partnership, as well as a person who has been granted written authorisation to represent the Member within the Chamber in accordance with the Member’s rules of representation.
Members shall submit written authorisations to represent them within the Chamber to the Director of the Chamber Office or the President of the Management Board of the Chamber. Members shall immediately inform the Chamber of any changes concerning their authorised representatives.
§ 9.
Admission as a Member of the Chamber shall take place pursuant to a resolution of the Management Board of the Chamber, hereinafter referred to as the “Management Board”, following the prior submission by the applicant of a written membership declaration and completed questionnaire and the payment of the admission fee and annual membership fee.
If admission as a Member is refused, the applicant may appeal to the General Meeting of Members within 30 days from the date on which the resolution of the Management Board is delivered.
A resolution of the General Meeting of Members refusing admission shall be final. The appeal shall be considered at the next General Meeting of Members. If the appeal is upheld, the date of admission as a Member of the Chamber shall be the date of the resolution of the General Meeting of Members.
§ 10.
Members of the Chamber shall have the right to:
a. elect and be elected to the governing bodies of the Chamber;
b. use, on preferential terms specified in regulations adopted by the Management Board, all forms of activity conducted by the Chamber;
c. use the Chamber’s corporate mark in accordance with the rules determined by the Management Board;
d. submit motions and proposals concerning all areas of the Chamber’s activities;
e. vote at the General Meeting of Members;
f. participate in commissions, committees, Members’ clubs and other collective bodies established within the Chamber.
Members of the Chamber shall be obliged to:
a. comply in their business activities with applicable laws, ethical principles and standards of fair conduct;
b. comply with the provisions of the Statutes, regulations and resolutions of the Chamber’s governing bodies;
c. participate in the implementation of the Chamber’s statutory objectives;
d. pay membership fees regularly;
e. protect the good name and reputation of the Chamber.
§ 11.
The General Meeting of Members shall determine the amount of the admission fee and the annual membership fee.
Membership fees shall be paid once a year, in full, for the entire calendar year. The membership fee shall be paid by transfer to the Chamber’s bank account.
If there are insufficient financial resources to cover the costs of the Chamber’s ongoing activities, the General Meeting of Members may, during the year, by a two-thirds majority of the votes cast, adopt a resolution increasing the membership fee.
Members shall pay the difference between the previous and increased membership fee within one month from the date of the resolution of the General Meeting of Members.
§ 12.
Membership in the Chamber shall cease:
a. upon withdrawal from the Chamber – one month after the date on which the Chamber receives, at its address, a written statement of withdrawal submitted by the Member to the Management Board;
b. upon removal from the register of Members of the Chamber – due to the death of a natural person, liquidation of a legal person or an organisational unit without legal personality, or loss of the statutory membership requirements, in particular cessation of business activity;
c. upon exclusion from the Chamber – due to the Member’s failure to comply with the provisions of the Statutes or resolutions of the Chamber’s governing bodies, in particular where the Member is more than three months late in paying the full annual membership fee, or where continued membership is incompatible with the objectives of the Chamber or damages its good name.
Removal from the register of Members and exclusion from the Chamber shall take place pursuant to a resolution of the Management Board.
A resolution to exclude a Member shall be adopted after the Member has submitted written explanations or after the expiry of the deadline for submitting them. The deadline for submitting explanations, which shall not be shorter than 14 days from the date on which the Member is notified, shall be determined by the Management Board.
A resolution of the Management Board concerning the exclusion of a Member shall require the presence of at least two-thirds of the members of the Management Board.
An excluded Member shall have the right to appeal to the General Meeting of Members within 30 days from the date on which the resolution of the Management Board is delivered. The General Meeting of Members shall consider the appeal at its next meeting. If the General Meeting of Members does not uphold the appeal, the date of exclusion shall be deemed to be the date on which the Management Board adopted the resolution on exclusion.
In the event of withdrawal from or exclusion from the Chamber, membership fees already paid shall not be refundable.
Withdrawal from or exclusion from the Chamber shall not release a Member from the obligation to pay any outstanding membership fees.
§ 13.
The Chamber may confer the title of Honorary Member of the Chamber upon persons who have made a particularly significant contribution to the development of Polish-Luxembourg economic relations.
The title of Honorary Member of the Chamber may be granted only to a natural person.
The title of Honorary Member of the Chamber shall be conferred by the Management Board by way of a resolution. The provisions of § 9(1) shall not apply.
An Honorary Member of the Chamber shall have none of the rights or obligations arising from membership in the Chamber.
IV. GOVERNING BODIES OF THE CHAMBER
§ 14.
The governing bodies of the Chamber are:
a. the General Meeting of Members;
b. the Management Board;
c. the Chamber Council.
Resolutions of the governing bodies of the Chamber shall be adopted in an open vote by a simple majority of the votes cast, irrespective of quorum, unless the Statutes provide otherwise.
Voting shall be conducted by secret ballot in elections of members of the Management Board, including the President, and members of the Chamber Council, as well as at the request of at least one-fifth of the persons participating in a meeting of the Management Board or the General Meeting of Members.
1. GENERAL MEETING OF MEMBERS
§ 15.
The General Meeting of Members, hereinafter referred to as the “General Meeting”, shall be the highest authority of the Chamber.
The General Meeting shall adopt decisions by way of resolutions.
Resolutions of the General Meeting shall be adopted at an Ordinary or Extraordinary General Meeting.
Resolutions may be adopted without holding a General Meeting, provided that the draft resolution has been delivered to all Members of the Chamber. A resolution shall enter into force if a simple majority of the Members of the Chamber vote in writing in favour of the resolution.
§ 16.
General Meetings of Members shall be convened by the Management Board.
The Ordinary General Meeting shall be convened by the Management Board once a year, no later than by the end of the second quarter following the end of the year covered by the relevant report.
In justified cases, upon a request submitted to the Management Board by at least one-third of the total number of Members of the Chamber, upon a request of the Chamber Council or on its own initiative, the Management Board shall convene an Extraordinary General Meeting. Those requesting the convening of an Extraordinary General Meeting shall specify the matters to be discussed. The Extraordinary General Meeting shall be held no later than within eight weeks from the date on which the request to convene it is submitted.
The Management Board shall notify Members of the date, place and agenda of the General Meeting by written notices sent by electronic mail at least 30 days before the date of the General Meeting.
In the notice, the Management Board shall specify the scope of resolutions to be considered by the General Meeting. Both Ordinary and Extraordinary General Meetings may adopt resolutions only on matters included in the agenda.
If the Management Board fails to convene the Ordinary General Meeting within the period specified in paragraph 2 or fails to set a date for an Extraordinary General Meeting within four weeks from the date of receipt of the request of the Members referred to in paragraph 3 above, the General Meeting shall be convened by one-third of the total number of Members of the Chamber by way of a resolution adopted in accordance with § 15(4), and the provisions of paragraphs 3–4 shall apply accordingly.
§ 17.
The powers of the General Meeting shall include:
a. adopting annual and long-term directions of the Chamber’s activities and evaluating their implementation;
b. electing and dismissing members of the Management Board and its President, as well as members of the Chamber Council;
c. adopting amendments to the Statutes by a two-thirds majority of the votes cast;
d. adopting the Chamber’s regulations and approving the regulations governing the election and operation of the Management Board and the regulations governing the election of the Chamber Council;
e. approving reports of the Management Board and the Chamber Council;
f. granting discharge to members of the Management Board and the Chamber Council;
g. determining the amount of the admission fee and membership fee;
h. adopting a resolution on the dissolution of the Chamber;
i. adopting resolutions specifying the allocation and distribution of the Chamber’s assets in the event of its liquidation;
j. considering other matters assigned to the competence of the General Meeting under the Statutes.
§ 18.
The General Meeting shall be authorised to adopt resolutions irrespective of the number of Members present at the General Meeting.
Members of the Chamber who are natural persons shall exercise their voting rights personally or through proxies. Members of the Chamber referred to in § 8(1)(b) and (c) of the Statutes shall exercise their voting rights through their authorised representatives or proxies.
Members of the Chamber, their authorised representatives or proxies may represent more than one Member of the Chamber at the General Meeting on the basis of a written power of attorney specifying the scope of authority.
Members of the Chamber, their authorised representatives or proxies may also participate in the General Meeting using means of electronic communication.
The means of communication referred to in paragraph 4 shall enable verification of the identity of the Member of the Chamber and, where the Member is represented by representatives or proxies, also the basis of their authority.
The Management Board shall provide the Members of the Chamber, their authorised representatives or proxies referred to in paragraph 4 with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
Detailed rules of participation, including voting at the General Meeting, may be specified in regulations adopted by the Management Board of the Chamber.
2. MANAGEMENT BOARD
§ 19.
The Management Board shall consist of between 3 and 7 members elected by the General Meeting for a joint five-year term from among candidates who are:
a. Members referred to in § 8(1)(a) of the Statutes; or
b. authorised representatives of Members within the meaning of § 8(3) of the Statutes.
A person who has been convicted by a final judgment of an intentional offence prosecuted by public indictment or a fiscal offence may not serve as a member of the Management Board.
Upon expiry of their mandate, a member of the Management Board may be appointed for another term.
Members of the Management Board shall perform their duties personally.
The General Meeting may adopt Regulations for the Election and Regulations for the Operation of the Management Board of the Poland–Luxembourg Chamber of Commerce.
The General Meeting shall elect the President of the Management Board from among the candidates who are members of the Management Board and who have expressed their willingness to stand for the position of President.
At its first meeting, upon the motion of the President or on its own initiative, the Management Board shall appoint up to three Vice-Presidents of the Management Board, a Secretary of the Management Board and a Treasurer of the Chamber. Dismissal from these functions shall take place in the same manner.
Neither the Director nor employees of the Chamber Office may be appointed to the Management Board.
Upon the motion of the President, the Management Board of the Chamber shall appoint the Director of the Chamber Office and determine the amount and manner of his or her remuneration. The Director of the Chamber Office shall report directly to the President, who shall determine the scope of the Director’s duties relating to the organisation of the day-to-day operation of the Chamber Office.
The mandate of a member of the Management Board shall expire in the event of:
a. death;
b. dismissal by the General Meeting of Members;
c. submission to the President of a written resignation from the position of member of the Management Board;
d. termination of the natural person’s membership;
e. loss by the member of the Management Board of the status of an authorised representative of a Member of the Chamber;
f. termination of the membership of the Member of the Chamber represented by the relevant member of the Management Board;
g. failure to grant discharge to the member of the Management Board during the term of office;
h. on the date on which the General Meeting adopts a resolution granting discharge to the members of the Management Board following the end of their term of office.
The Management Board may invite a member of the Management Board whose mandate has expired in the circumstances described in paragraph 10(e) to participate in the Consultative Council.
§ 20.
The Management Board shall meet at least once per quarter.
Meetings of the Management Board of the Chamber shall be convened by the President or, if the President is unable to do so, by one of the Vice-Presidents:
a. on his or her own initiative;
b. at the request of at least one-third of the members of the Management Board.
Meetings of the Management Board shall be chaired by the President or one of the Vice-Presidents or, in their absence, by the oldest member of the Management Board.
The Management Board shall be authorised to adopt resolutions where at least one-third of the current number of members of the Management Board are present, provided that the President or one of the Vice-Presidents and the Treasurer are present. Resolutions of the Management Board shall be adopted by a simple majority of the votes cast. In the event of an equal number of votes, the vote of the President or the person chairing the meeting shall prevail.
The President may invite the Director of the Chamber Office or other persons to meetings of the Management Board, with an advisory vote, where this is appropriate in view of the subject matter of the meeting.
Members of the Management Board may also participate in meetings of the Management Board using means of electronic communication.
The means of communication referred to in paragraph 6 shall enable verification of the identity of the member of the Management Board.
The person convening the meeting of the Management Board shall provide members of the Management Board with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
Detailed rules of participation, including voting during meetings of the Management Board, may be specified in regulations adopted by the Management Board of the Chamber.
§ 21.
The powers of the Management Board shall include:
a. managing the Chamber and representing it externally;
b. implementing resolutions of the General Meeting;
c. adopting resolutions on admitting Members to the Chamber and excluding them from the Chamber;
d. establishing annual economic and financial plans of the Chamber based on the directions of activity determined by the General Meeting;
e. adopting resolutions concerning the acquisition and disposal of real estate owned by the Chamber;
f. determining the date and agenda of, and convening, the General Meeting;
g. determining the dates and topics of meetings of the Consultative Council;
h. adopting rules governing the Chamber’s financial activities, including financial plans;
i. considering reports on the Chamber’s activities, approving balance sheets and assessing the performance by the Chamber of its tasks;
j. supervising the current and annual activities of the Chamber, particularly its financial management, examining accounting documents and verifying compliance of expenditure with the Chamber’s budget;
k. adopting the Chamber’s budget and amending it during the year where required by the Chamber’s needs;
l. adopting resolutions on the establishment of representative offices and branches of the Chamber and determining the rules governing their activities;
m. interpreting the Statutes;
n. managing the Chamber’s assets;
o. making decisions concerning the disposal and acquisition of fixed assets;
p. adopting regulations governing preferential access by Members to the Chamber’s activities;
q. submitting activity reports to the General Meeting;
r. considering complaints and motions concerning the Chamber’s activities;
s. preparing motions, opinions and draft resolutions on all matters falling within the competence of the General Meeting;
t. determining the rules governing the use by Members of the Chamber’s corporate mark;
u. making decisions concerning the establishment of Chamber funds within the approved budget and adopting regulations governing such funds;
v. adopting resolutions and taking other actions in matters not reserved to the competence of the General Meeting.
§ 22.
The responsibilities of the President of the Management Board shall include in particular:
a. organising the work of the Chamber on the basis of resolutions of the Management Board;
b. preparing motions and draft resolutions on all matters falling within the competence of the Management Board;
c. preparing reports on the Chamber’s activities;
d. supervising the implementation of resolutions of the Management Board;
e. performing other tasks assigned by the Management Board;
f. managing the day-to-day affairs of the Chamber and representing it externally.
In performing the duties entrusted to him or her, the President shall be assisted by members of the Management Board and by the Director and employees of the Chamber Office.
§ 23.
If the President is temporarily unable to perform his or her duties, the President shall be replaced by one of the Vice-Presidents of the Management Board designated for that purpose by the President or, if this is impossible, by the Management Board.
If the mandate of the President expires, the Management Board shall entrust one of the Vice-Presidents with performing the President’s duties until a new President is elected by the General Meeting.
3. CHAMBER COUNCIL
§ 24.
The Chamber Council shall be the supervisory and advisory body of the Chamber.
§ 25.
The Chamber Council shall consist of between 3 and 5 members elected by the General Meeting for a joint three-year term from among candidates who are:
a. Members referred to in § 8(1)(a) of the Statutes; or
b. authorised representatives of Members within the meaning of § 8(3) of the Statutes.
A person who has been convicted by a final judgment of an intentional offence prosecuted by public indictment or a fiscal offence may not serve as a member of the Chamber Council.
Membership of the Chamber Council may not be combined with membership of the Management Board. Furthermore, a member of the Chamber Council may not be married to, cohabit with, be related by blood or marriage to, or be in a relationship of professional subordination to, a member of the Management Board.
Upon expiry of their mandate, a member of the Chamber Council may be appointed for another term.
Members of the Chamber Council shall perform their duties personally.
Detailed rules governing the election of the Chamber Council shall be set out in the Regulations for the Election of the Chamber Council of the Poland–Luxembourg Chamber of Commerce adopted by the General Meeting of Members.
The Chamber Council shall elect from among its members a Chairperson, who shall direct the work of the Chamber Council, represent it externally, and convene and chair meetings of the Chamber Council.
The provisions of § 19(10)–(11) shall apply accordingly.
§ 26.
The Chamber Council shall meet at least once a year.
The matters referred to in § 27(a)–(c) shall in particular be considered at the annual meeting of the Chamber Council.
Meetings of the Chamber Council shall be convened by the Chairperson of the Council on his or her own initiative or at the request of the Management Board.
The Chairperson shall notify members of the Chamber Council of the date and place of the meeting by notices sent by electronic mail at least 14 days before the date of the meeting.
In the notice, the Chairperson shall specify the scope of issues or resolutions to be considered at the meeting.
Resolutions of the Chamber Council shall be adopted by a simple majority of votes.
Resolutions may be adopted without convening a meeting of the Chamber Council, provided that the draft resolution has been delivered to all members of the Chamber Council. A resolution shall enter into force if a simple majority of the members of the Chamber Council vote in writing in favour of it.
Members of the Chamber Council may also participate in meetings using means of electronic communication.
The means of communication referred to in paragraph 8 shall enable verification of the identity of the member of the Chamber Council.
The person convening the meeting of the Chamber Council shall provide members of the Chamber Council with:
a. real-time transmission of the proceedings;
b. real-time two-way communication enabling participants to speak during the proceedings;
c. the possibility to exercise voting rights before or during the proceedings.
§ 27.
The powers of the Chamber Council shall include:
a. ongoing supervision of the activities of the Chamber and the Management Board;
b. examining and issuing opinions on annual reports of the Management Board concerning the Chamber’s activities, as well as accounting documents and the compliance of expenditure with the Chamber’s budget, and submitting an annual written report on the results of such assessment to the General Meeting;
c. submitting motions to the General Meeting concerning the granting or refusal of discharge to members of the Management Board;
d. submitting reports on its activities to the General Meeting;
e. requesting the General Meeting to dismiss members of the Management Board;
f. issuing opinions on matters submitted by the Management Board;
g. submitting comments, motions and recommendations concerning the Chamber’s activities to the Management Board or the General Meeting;
h. requesting the Management Board to appoint members of the Consultative Council;
i. requesting the Management Board to convene a General Meeting of Members.
V. CONSULTATIVE COUNCIL
§ 28.
The Management Board may establish a Consultative Council, hereinafter referred to as the “Council”, which shall serve as an advisory and consultative body of the Chamber.
Any person who makes a significant contribution to supporting Polish-Luxembourg economic relations or possesses extensive knowledge and experience in this field may become a member of the Council.
The Management Board shall invite the serving Ambassador of the Grand Duchy of Luxembourg to the Republic of Poland to become a member of the Council.
The Council shall consist of up to 15 members who have accepted an invitation from the Management Board to participate in the Council.
A member may resign from participation in the Council at any time by submitting a written resignation to the President of the Chamber.
The Management Board may withdraw its invitation to participate in the Council at any time, in particular where continued membership of the person concerned is incompatible with the objectives of the Chamber or damages its good name.
§ 29.
Meetings of the Council shall be held at least once a year.
The dates and topics of Council meetings shall be determined by the Management Board. Members of the Council shall be notified of meetings by written invitations sent at least 30 days before the date of the meeting. Invitations may also be sent by electronic mail if the member has previously provided written consent and indicated the email address to which notices should be sent.
Meetings of the Council shall be chaired by the President or one of the Vice-Presidents. Other members of the Management Board and the Director of the Chamber Office shall have the right to participate in meetings of the Council. Other persons may also be invited to Council meetings where this is appropriate in view of the subject matter of the meeting.
VI. FINANCIAL MANAGEMENT OF THE CHAMBER
§ 30.
The Chamber’s income shall consist of:
a. admission fees;
b. membership fees;
c. income from its own business activities and paid public benefit activities, which may be conducted exclusively for the implementation of the Chamber’s statutory objectives;
d. subsidies, donations, inheritances, grants and bequests;
e. interest and other income from monetary funds.
The Chamber shall cover the costs of its activities from the income referred to in paragraph 1 of this section. If such income proves insufficient, the General Meeting of Members may limit the implementation of the Chamber’s statutory tasks to those that are most urgent and important for the Chamber and its Members.
The Chamber may conduct its own business activities, in particular in the following areas:
a. book publishing (PKD 58.11.Z);
b. other publishing activities (PKD 58.19);
c. data processing, website management (hosting) and related activities (PKD 63.11.Z);
d. market and public opinion research (PKD 73.20.Z);
e. business and management consultancy activities (PKD 70.22.Z);
f. public relations and communication activities (PKD 70.21.Z);
g. advertising (PKD 73.1);
h. activities related to the organisation of trade fairs, exhibitions and congresses (PKD 82.30.Z);
i. other business support service activities not elsewhere classified (PKD 82.9).
VII. REPRESENTATION
§ 31.
The President acting independently, or two members of the Management Board acting jointly, shall be authorised to represent the Chamber in respect of its rights and obligations and to make declarations of intent on its behalf.
Declarations of intent resulting in financial liabilities whose value exceeds, on a one-off basis or during a calendar year, 20% of the Chamber’s budget approved for the relevant year shall require the countersignature of the Treasurer of the Chamber.
VIII. FINAL PROVISIONS
§ 32.
In the event of the dissolution of the Chamber, the allocation of the assets remaining after completion of the liquidation process shall be determined by a resolution of the General Meeting.
When adopting a resolution on the dissolution of the Chamber, the General Meeting shall simultaneously appoint a liquidator.
