ARTICLES OF ASSOCIATION OF
THE SCANDINAVIAN POLISH CHAMBER OF COMMERCE 

Chapter I
GENERAL PROVISIONS
 

§ 1
 

1. Scandinavian-Polish Chamber of Commerce, hereinafter referred to as the Chamber, is an economic self-government organization representing the economic interests of its members associated therewith, in the scope of their business operations.
2. Name of the Chamber shall read in English: Scandinavian-Polish Chamber of Commerce. The Chamber may use its abbreviated name "SPCC".
3. The Chamber acts pursuant to the Act on Chambers of Commerce of 30 May 1989 (Journal of Laws No. 35 item 195 with subsequent amendments) and the present Statutes. 
 
 

§ 2

1. The city of Warsaw is the registered seat of the Chamber.
2. The Chamber operates within the territory of the Republic of Poland and abroad.
3. Within limits of its territorial competences the Chamber may establish representative offices and branches and become a member or founder of domestic and foreign organizations. 
 
 

§ 3
 

The Chamber acquires legal personality upon the date of its entry to the Register of Chambers of Commerce.
 

§ 4
 

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

§ 5
 

The Chamber has no discretionary powers and its operation shall not breach the autonomy of its members or interfere in their internal affairs.

 

Chapter II
  DUTIES OF THE CHAMBER AND MANNER OF THEIR PERFORMANCE
 

§ 6
 

l.  The Chamber shall have the following obligations:
1)  to promote economic relations between the Republic of Poland and the Nordic Countries (Denmark, Finland, Iceland,Norway, Sweden),
2)  to protect and represent the interests of its members related to their business operations, including but not limited to relations with state and  self-government bodies as well as domestic and foreign organizations, to support their business initiatives and provide information necessary for business operations,
3)  to perform any other duties of the chambers of commerce, pursuant to the regulations of the law.
 

§ 7
 

1.   The Chamber performs its statutory obligations by:
1) co-operating with state and self-government administrations bodies, self-government authorities and other domestic and foreign organizations as well as diplomatic and commercial agencies of the Nordic Countries and Poland,
2) representing Chamber members' opinions on creation and amendments of regulations relating to economic policy,
3) delegating representatives to advisory bodies of self-government authorities and state administration,
4) establishing and developing economic cooperation with domestic and foreign business entities, scientific units, self-government organizations and others,
5) collecting, analyzing and distributing information supporting business operations of its members,
6) offering support for its members' business initiatives,
7) organizing amicable judicature, undertaking mediation and participation, based on separately defined principles, in court proceedings relating to the members' business operations,
8) establishing problem-solving teams, committees, teams of experts and other collective bodies,
9) organizing and co-organizing fairs and exhibitions in Poland and abroad as well as other promotional events.

2. The Chamber  operates in 4 permanent national sections, namely: Danish, Swedish, Finnish and Norwegian. Members belong to the national section they are most closely related with considering their origin or conducted activity.
3. Moreover, the Chamber may establish permanent and non-permanent sections for activities relating to and supporting statutory purposes of the Chamber and compliant with those purposes, and in particular local sections (branches) and the Management Board may establish other advisory bodies in support of the Chambers' statutory purposes.
 

 Chapter III
MEMBERS OF THE CHAMBER, THEIR RIGHTS AND DUTIES
 

§ 8
 

 1. Membership in the Chamber may be granted to any entity conducting business operations and legal and natural persons as well as unincorporated partnership of those persons having a registered seat or place of residence in Poland or in any of the Nordic Countries (hereinafter also referred to as "Scandinavian Countries") if they meet at least one of the following criteria:
-  they are companies with Scandinavian capital participation,
-  they are Polish or international entities conducting their business operations permanently in at least one of the Scandinavian countries,
-  they have other Scandinavian business interest or they originate from one of the Scandinavian countries.
 In special circumstances the Management Board can make an exemption from the above mentioned rules.
2. The memberships in the Chamber are of the following different categories:
 a/ ordinary members,
 b/ individual personal members who can be natural persons only,
 c/ honorary members.
3. Legal persons shall have their respective proxies in the Chamber exercising the statutory rights.
4. Natural persons perform their rights and obligations in person or by proxy - provided they persons having full legal capacity.
5. Members of the Chamber or their proxies may represent other members in the Chamber's works based on appropriate powers of attorney indicating the scope of respective representations.
6. Founders of the Chamber become members upon the Chamber's entry to the register.
7. New members shall be admitted to the Chamber based on a respective resolution of the Management Board. Request for membership as an application from constituting a cooperation agreement, including the category of the membership, should be submitted to the Management Board to the address of the Chamber Secretary's Office, or e-email address.
8. If a person applying for membership fails to fulfill the statutory requirements, the Management Board of the Chamber refuses to grant membership and notifies such persons in writing on the refusal and their right to appeal to the General Meeting within 30 days from the delivery of the Management Board's respective resolution. Should any appeal appear, they are to be examined by the General Meeting on its subsequent meeting and its decision is final. If the appeal is approved of, the date of issuance of such resolution by the General Meeting is deemed the date of granting membership in the Chamber.
9. The Chamber Management Board may also grant an honorary membership title to natural persons having contributed significantly to the operations of the Chamber. Also embassies, public institutions or non-profit organizations may be granted honorary membership. Granting such honorary membership takes place by virtue of a respective resolution of the Management Board.
10. Members declare their membership in one of the national sections at the moment they are granted membership in the Chamber or during their membership. Change of the section membership is allowed subject to the criteria defined in § 7 item 2 upon the consent of the Management Board. If a member of the Chamber fails to declare membership in one of the national sections, such member does not have the right to exercise the active and passive electoral rights.
 

§ 9
 

1. Members of the Chamber have the right to:
1) Elect and be elected to the bodies of the Chamber,
2) Use services of the Chamber and participate in any of its operations,
3) Submit motions pertaining to the Chamber operations,
4) Participate in the Members General Meetings an in meetings of other bodies of the Chamber during which any issues directly related to them are to be examined,
5) Active and passive electoral rights pertaining to the Chamber bodies,
6) Participate in the Chamber's events and activities.

2. Members of the Chamber are obliged to:
1) Base their operations on principles of professional ethics and standards of fair conduct,
2) Observe the provisions of the Statutes of the Chamber as well as the regulations and resolutions of its bodies,
3) Participate in the performance of the Chamber statutory objectives,
4) Regularly pay the membership fees,
5) Take care to preserve the Chamber's good reputation.

3.  Honorary members exercise the rights of the members, except for active and passive electoral rights pertaining to the Chamber bodies and observe the obligations of the same, except for the obligation to pay the membership fees.

4. Individual members exercise the rights and observe the obligations of the members, except for the active and passive electoral rights pertaining to the Chamber bodies.
 

§ 10
 

1. The membership fee is defined once a year in advance by the General Meeting. The General Meeting may differentiate the fee for various categories of the membership.
2. The membership fee is payable in advance in one installment for the period of 12 months of the membership counting from accessing the Chamber within 30 days of issue of an invoice and being accepted as a member of the Chamber. The membership fee for the consecutive years is payable within 30 days of a membership anniversary, which shall be deemed the moment of accessing the Chamber (the "Membership Anniversary") unless otherwise decided by the Management Board.
3. Failure to terminate the membership not later than one month prior to the Membership anniversary shall be deemed a tacit consent to continue the membership in the Chamber for subsequent 12 months and the Chamber shall consequently have right to issue invoices payable for this period and seek the amounts due under the invoices.
4. The membership in the Chamber shall be suspended in the event of delay in payment of the membership fee within a term provided for in an invoice, at the latest by 2 months of the date of issue of the invoice. Suspension of the membership rights in the Chamber due to the reasons provided for in the this section does not require any additional actions to be taken by bodies of the Chamber. In case of any doubts, suspension of the membership rights in the Chamber shall mean suspension of all rights arising from the Articles of Association of the Chamber. The membership in the Chamber is restored within 7 business days of the date the membership fee is credited with the bank account of the Chamber and the provisions of these Articles of Association are met.
5. The Management Board may resolve a part or a whole of the membership fee shall be paid to a service company being a sole subsidiary of the Chamber.  
 

§ 11
 

l. Membership in the Chamber expires:
1) as a result of withdrawal – on the date indicated by the member in his/her written declaration on withdrawal from the Chamber addressed to the Management Board via an e-mail at the address spcc@spcc.pl, provided that all amounts due to the Chamber are settled.
2)  as a result of deletion from the list of members due to death or loss of statutory preconditions for membership, in particular due to liquidation or cessation of business operations,
3) as a result of exclusion from the Chamber due to (i) such member’s non-observance of the provisions of the Statutes, including failure to pay the membership fees within periods defined § 10 point 2, (ii) failure to comly with the conditions of the agreement provided for in the application form or (iii) conduct of business operations to the detriment of the Chamber good reputation.

2. Deletion and exclusion of the member takes place by virtue of a respective resolution of the Management Board. In order to be valid such resolution requires the presence of 3/4 members of the Management Board. By the end of explanatory proceedings and issuance of a respective resolution the Management Board may suspend the member in his/her rights.

3. Such deleted or excluded member has the right to appeal to the General Meeting within 30 days following the delivery of the respective resolution of the Management Board. Striking off or exclusion shall not release the member from the obligation to pay the membership fee for the entire year of the membership in the Chamber, during which was adopted a resolution of the Management Board on striking off or exclusion.
 

Chapter IV
GOVERNING BODIES OF THE CHAMBER
GENERAL PROVISIONS
 

§ 12
 

The bodies of the Chamber:
1. General Members' Meeting,
2. Management Board of the Chamber (hereinafter referred to as the "Management Board"),
3. Meetings of National Sections,
4. Management Boards of National Sections.
 

General Meeting
 

§ 13
 

1. The General Meeting shall be the supreme authority of the Chamber.
2. Ordinary and Extraordinary General Meetings may be convened.

 

§ 14
 

1. Ordinary General Meeting shall be convened by the Management Board once a year and shall be held within six months of each calendar year.
2. The Management Board is obliged to inform all members of the date, place and the agenda of session through notifications sent by registered letter or by e-mail at least 21 days prior to the date of the General Meeting. The notification can be sent by e-mail to the contact address provided by the member unless a member has requested in writing for it to be delivered by registered letter. Such notification should be furnished with documents which in accordance with the agenda are to constitute subject of the meeting or with information where and when such documents will be available to the members of the Chamber.
 

§ 15
 

1. Extraordinary General Meeting is convened by the Management Board at own initiative or upon request of at least 1/3 of the members. Persons applying for convention of the Extraordinary General Meeting should indicate matters which are to constitute the subject of the session. The provision of § 14 point 2 shall apply respectively.
2. Extraordinary General Meeting shall take place within 6 weeks from the date of submission of the respective request for its convention.
 

§ 16
 

Competences of the General Meeting include:
1) acknowledging the agenda and adopting a by-law for the session of the General Meeting,
2) adopting of the Chamber operations programs,
3) appointing and dismissing members of the Management Board and acknowledging its by-law; appointing of four deputy members,
4) examining reports on the Management Board activities, adopting resolutions in cases submitted by the Management Board,
5) acknowledging the Chamber financial statement,
6) appointing a certified auditor'
7) adopting resolutions referring to granting approval for fulfillment of duties by the Management Board, 
8) examining appeals against decisions of the Management Board on deletion from the list of members and exclusion from the Chamber as well as on refusal to grant membership,
9) suspending members of the Management Board on their rights,
10) adopting the Statutes and amendments thereto, the Chamber organizational structure and other by-law determining the Chamber operations, as well as making necessary amendments thereof,
11) adopting, upon request of the Management Board, the Chamber budget for a calendar year,
12) passing resolutions on dissolution of the Chamber, election of the Liquidation Committee,
13) passing resolutions defining a detailed appropriation and distribution of the Chamber assets in case of its dissolution,
14) adopting resolutions on methods that shall be applied to cover the Chamber operating expenses exceeding its income,
15) adoption resolutions referring to conduct of the Chamber’s business activities,
16) determining the amount of the membership fee,
17) passing resolutions in any other cases belonging to the competences of the General Meeting in accordance with these Statutes.
 

§ 17
 

1. Ordinary and Extraordinary General Meeting is authorized to adopt resolutions only in the matters included in the agenda regardless the number of the Chamber members or their proxies present.
2. Resolutions in the matters not included in the agenda may only be adopted if all members of the Chamber or their proxies participate in the General Meeting and they unanimously agree on such changes in he agenda.
 

Meetings and Management Boards of National Section
 

§ 17a
 

1. Ordinary meetings of national sections take place once a year prior to the General Member's Meeting and are convened by the management board of the sections by e-mail or registered letter in order to elect management board members and any deputy members of the section and to elect members of the Management Board of the Chamber nominated by the section. The meeting is valid irrespective of the number of members present at the meeting. Elections are performed in a ballot. Each member of the section has the right to present his/her candidates. The highest number of votes for a given candidate is decisive for results of the election.
2. The management board of each section is composed of 3 to 9 members appointed for 1 year. The term of office of a management board member of a section expires on the day of the next ordinary meeting on national section. The Management Board of each section elects chairman and his/her deputies from among its members.
3. The meeting of each section nominates 2 Management Board members and 1 deputy of the Management Board member of the Chamber. Management Board members of each section may be members of the Management Board of the Chamber at the same time. Management Board members of the Chamber and deputies of the members are appointed for 1 year.
 

Management Board of the Chamber

§ 18
 

The Management Board shall be the executive body of the Chamber directing its ongoing operations.
 

§ 19
 

1. The Management Board is composed of 8 members nominated by the meetings of the national sections and appointed by the General Meeting of members.
2. The individuals nominated by national sections in accordance with § 17a item 1 and 3 at the meeting convened by existing Chairman of Management Board elect from among themselves the Chairman of the Management Board and 3 Vice-Chairmen, each representing one of the permanent national sections, for 1-year term of office. The election shall be performed prior to the Ordinary General Members' Meeting. The Chairman of the Management Board may be re-elected for the next term of office however for a maximum period of four consecutive years.
3. The term of office of the Management Board is one year, starting on the date of adopting the relevant resolution by the General Meeting of members approving the composition of the Management Board; mandates of the members of the Management Board and deputy members of the Management Board expire on the date of the Ordinary General Meeting of members approving the financial statements of the Chamber for the year during which they were elected, unless the Ordinary Meeting of members postpones the appointment of the new Management Board to an Extraordinary Meeting.
4. In case the Management Board member of the Chamber loses his/her mandate to hold the office within the term of office due to death, resignation, ceasing of the membership in the Chamber, expiry of the right to represent the member of the Chamber, recalling by the General Members' Meeting or due to other reasons, his/her function is taken over by the deputy of the Management Board member appointed by the same national section. If, due to the above-mentioned reasons the terms of office of more than two Management Board members from the same national section expire, upon request of of the remaining Management Board members the management board of the national section shall convene the extraordinary meeting in order to elect supplementary Management Board members and deputy of the Management Board member. In case the terms of office of all Management Board members expire and the meetings of the national sections are not convened within 3 months to perform supplementary elections, any member of the Chamber shall be entitled to convene the extraordinary meeting of the section by agency of the Chamber’s Office.
5. In case the Chairman of the Management Board loses his/her mandate to hold the office within the term of office due to the above mentioned reasons, the Management Board elects a new chairman or entrusts the function to one of the Vice-Chairmen of the Management Board for the period until the end of the term of office of the retreating Chairman.
 

§ 20
 

1. The Management Board meets at least once a quarter. In addition its meetings may be convened if required by the Chamber.
2. Meetings of the Management Board are convened and chaired by the Chairman.
3. Resolutions of the Management Board for their validity require a simple majority of voted cast in the presence of at least four of its members. In the case of equal votes the Chairman has a decisive vote and in the event where the Chairman of the Management Board is not present, the Deputy Chairman chairing the meeting has such decisive vote. The Management Board may also adopt a resolution in written form or by e-mail without a meeting being convened, if all members of the Management Board are informed in writing on the resolution to be adopted and its wording at least seven days in advance.
4. The deputies of the Management Board members may participate in the meetings in absence of the members of the Management Board or when invited and in the absence of a member the Management Board, a deputy member representing the same national section as the absent member may vote in his/her place.
5. The Management Board is obliged to notify the Chamber member on the date of a respective meeting on which his/her case is to be examined.
 

§ 21
 

The Management Board shall have the following competences:
1) performing resolutions of the General Meeting,
2) granting membership, deleting from the list and excluding members of the Chamber,
3) managing the Chamber ongoing operations,
4) representing the chamber in external relations,
5) appointing or dismissing the Director of the Chamber’s Office; supervision over the operation of the Office is exercised by the Chairman of the Management Board of the Chamber,
6) examining appeals and requests referring to the Chamber operations,
7) adopting resolutions on appointment, suspension of operations and dissolution of sections and branches of the Chamber and supervision over their operations as well as resolutions on establishment or accession to organizations referred to in § 2 point 3 of these Statutes,
8) defining the Chamber operation financing principles, establishment of earmarked funds and their by-laws,
9) preparing drafts of the Chamber budgets, submitting them to the General Meeting, as well as introducing changes to the budget within a year when the Chamber needs require to,
10) adopting resolutions in all the matters not reserved for the competences of the General Meeting.

 

Control of the Chamber Financial Activities
 

§ 22
 

Control of the Chamber financial activities is performed by a certified auditor appointed by the General Meeting.
 

Chapter V
CHAMBER’S OFFICE
 

§ 23
 

1. Administration services in the scope of performance of the Chamber statutory tasks are provided by the Chamber’s Office.
2. Works of the Chamber's Office are directed by the Director. The Director may not be a member of the Chamber or his/her proxy.
3. The Director is directly subordinated to the Chairman of the Management Board.
 

§ 24
 

The Chamber’s Office provides a technical service for meetings of all the Chamber statutory bodies.
 

Chapter VI
ASSETS OF THE CHAMBER
 

§ 25
 

1.  Assets of the Chamber include movables, real estate, funds, property rights and receipts from the Chamber income. 
2. Income of the Chamber includes:
    1) receipts from the membership fees,
    2) receipts from its own business operations,
    3) income from the Chamber assets,
    4) subventions, donations, inheritance and legacies from persons or institutions.
3. The Chamber may create the following funds:
    1) statutory fund,
    2) plant employee’s funds;
    3) other earmarked funds established based on provisions referring to financial management and resolutions of the Chamber bodies.
4. Its operating expenses are covered by the Chamber from its income as per point 2.
5. Income from the Chamber business operations serves for performance of statutory goals and may not be appropriated for distribution among its members.
 

Chapter VII
REPRESENTATION
 

§ 26
 

l. The following persons are authorized to submit declarations and sign on behalf of the Chamber, including to the extent of its economic rights and obligations:
a/ two members of the Management Board acting jointly,
b/ proxies acting within limits of their powers appointed by the persons referred to in letter a/.
 

Chapter VIII
AMENDMENTS TO THE STATUS, DISSOLUTION AND LIQUIDATION OF THE CHAMBER
 

§ 27
 

1. The Statutes may be amended and the Chamber may be dissolved by virtue of a respective resolution of the General Meeting adopted by a majority of 2/3 of votes of members present.
2. The General Meeting appoints a Liquidation Committee in order to conduct liquidation proceedings. Members of the Management Board may participate in the Committee.
3. The Liquidation Committee effects a settlement of receivables and liabilities of the Chamber in accordance with the resolution of the General Meeting.
4. Appropriation of any assets remaining after liquidation of the Chamber is to be defined by a respective resolution of the General Meeting.
5. After completion of activities connected with liquidation of the Chamber the Liquidation Committee submits a request to the Court to delete the Chamber from the register.
 

Chapter IX
FINAL PROVISIONS

§ 28
 

To all matters not settled in these Statutes appropriate provisions of the Act on Chambers of Commerce of 30 May 1989 and any other effective provisions of the law shall apply respectively.

Unified text after changes as of 29th of March 2017.