► Rozdział I
- Association of importers and manufacturers of electrical and electronic equipment industry, ELECTRONICS and IT-ZIPSEE ‘ Digital Poland ‘, hereinafter referred to as the Association, or ZIPSEE, is a voluntary, self-governing branch organisation, representing the interests of its members, independent in its statutory activity from public authorities, organizations, political, social and professional.
- ZIPSEE works on the basis of the Act of 23 May 1991 on employers ‘ organisations (OJ l. No. 55, item. 235, as amended. d.).
- ZIPSEE brings together economic operators established on the territory of the Republic of Poland relating to the market for ELECTRONICS and IT.
- ZIPSEE does not have a public authority in relation to its members and its activities do not prejudice the independence of the members of the or enter in their internal affairs.
- ZIPSEE works on the territory of the Republic of Poland and abroad, in accordance with the Polish law and the law of the country in which it operates.
- The seat of the ZIPSEE is the city of Warsaw, Poland.
- ZIPSEE can create your subsidiaries, affiliates and subsidiaries in accordance with applicable law both on the territory of the Republic of Poland and beyond its borders.
- ZIPSEE uses a stamp with the inscription: Association importers and manufacturers of electrical and electronic equipment industry, ELECTRONICS and IT-ZIPSEE “Digital Poland”.
- Link uses the abbreviation “ZIPSEE Digital Poland”.
- ZIPSEE in foreign contacts uses the name: the Association of Importers and Manufacturers of Electrical and Electronic Equipment-ZIPSEE “Digital Poland”.
► Rozdział II
THEREFORE, THE TASKS AND WAYS OF THEIR IMPLEMENTATION
- ZIPSEE tasks are:
- representation and protection of interests of the Members in the field of business, in particular, to State agencies, local government, national and international organisations,
- Action for the rapid, rational and stable development of the market for ELECTRONICS and IT industry in Poland and within the European Union,
- action to reduce restrictions on the flow of technologies, services and professionals,
- support the process of economic and social integration with the European Union and Polish initiating and participating in the development programmes of the European Union,
- coordination of the participation of Members in international, European and national standards bodies, certification and the like,
- organizing meetings and consultation with public authorities and other bodies performing public functions in Poland and in the European Union in order to present the issues and the broader development of society,
- maintaining regular contacts with opinion, consumers, representatives of workers and employers, academia, business organizations, and the media in connection with the implementation of the objectives of the ZIPSEE,
- carrying out activities on behalf of the members of the ZIPSEE by presenting to the public authorities and other entities performing public tasks and public opinion:
-studies, reports and reviews on existing and proposed legal solutions concerning the broad interests of the members of the ZIPSEE,
-studies and reviews on the legal protection and the quality of the products and services offered by members of the ZIPSEE,
- legal aid and advisory members of the ZIPSEE to the extent relevant and general issues of tax, customs and other arising from regulatory industry ELECTRONICS and IT,
- keeping the wider promotion of the Polish market of ELECTRONICS and IT forum at domestic and foreign,
- keeping the wider promotion of new technologies in the ELECTRONICS industry and IT,
- trade information exchange between members of the ZIPSEE and Polish and foreign industry organisations,
- create conditions for the settlement of disputes relating to the members of the ZIPSEE, by way of mediation and arbitration,
- activities in the wider environment, which consists of m.in. on promoting sustainable development, assistance to its members in the fulfilment of the obligations on them obligations relating to the protection of the environment and making a variety of efforts to raise environmental awareness society,
- perform other tasks assigned to the Association specified by its statutory authorities.
2. ZIPSEE carries out its tasks in particular by:
- cooperation with the authorities and the State administration and local administration, social and economic organisations in order to contribute to the conditions and legal basis for the establishment of the members of the ZIPSEE,
- organizing seminars, conferences and consulting and marketing advice, in particular, economic and financial, environmental and organizational related in terms of initialization, promotion and business members of the ZIPSEE,
- the development of periodic analysis, synthesis and reports about economic activity in the field of the manufacture and use of consumer electronics and IT in relation to the members
- cooperation and exchange of experience with national and foreign economic organizations and other local organisations bringing together economic operators established with emphasis on ELECTRONICS industry and IT and its uses in the economy,
- create, pay for and action in organization of the recovery of electrical and electronic equipment on the basis of article. 57 of the Act of 29 July 2005 on waste electrical and electronic equipment (OJ L. No. 180, item. 1495), active participation in its activities and the monitoring and supervision of its activities,
- creation, paying and placing shares or shares in the legal person referred to in art. 17 paragraph 1. 1 of the Act of 29 July 2005 on waste electrical and electronic equipment (OJ L. No. 180, item. 1495), designed to take on the basis of article. 17 paragraph 1. 1 the Act part of the obligations of GIOŚ, active participation in its activities and the monitoring and supervision of its activities,
- appointment of committees and other teams within the ZIPSEE.
3. ZIPSEE will not take any action affecting the competitiveness of its members or others.
► Rozdział III
MEMBERS, THEIR RIGHTS AND OBLIGATIONS
- Members of ZIPSEE can only be an employer within the meaning of article 3. 3 of the labour code, which is:
- enterprises producing equipment ELECTRONICS or IT on the Polish territory,
- representations or branches of ELECTRONICS equipment manufacturers or IT from countries of the European Union,
- representations or branches of ELECTRONICS equipment manufacturers or IT implementing these products on the territory of the Republic of Poland under its own brand,
- entrepreneurs who are representatives or distributors (on the basis of an agreement) the manufacturers or distributors of consumer electronics or IT, dealing with the sale of this equipment on the territory of the Polish.
2. Member of the ZIPSEE shall exercise its rights and obligations in this respect by a person authorized to representing it.
3. Member of the ZIPSEE has the right at any time to change the authorized person representing it.
4. Person authorized to represent can only represent one member of the ZIPSEE.
- Candidate for Member of the ZIPSEE should submit to the Council the following documents ZIPSEE in writing or electronically:
- membership Declaration
- extract from the proper registry or operators,
- basic information about their activities and belonging to other industry organizations,
- personal data and address of the person authorized to representing it.
2. ZIPSEE Council is obliged to consider the request of joining the ZIPSEE within a period of one month from the date of its submission.
3. ZIPSEE Council shall decide on the acceptance or refusal of the candidate as a member of the ZIPSEE in the form of the resolution and shall notify the Applicant of its decision in writing within 14 days of its take.
4. The candidate becomes a member of the ZIPSEE upon receipt of a positive decision, and you have made your membership fees in connection with the quarter on account of ZIPSEE.
5. An appeal against a decision of the Council ZIPSEE interested candidate may bring to the nearest general meeting, and the decision is final.
6. A member may sell membership in relation to another entity meeting the criteria specified in § 5 of the Statute, with the exception of another Member of the ZIPSEE. In this case, paid by the seller contributions (including for the committees task forces) will be counted against the new Member.
7. Of its intention to dispose of the membership should be in writing to let you know. Disposal of the membership to a third party requires the prior consent of the Council of ZIPSEE. In this case, the provisions relating to the admission of new members.
8. The register of members of the ZIPSEE leads the ZIPSEE Office.
- Members of ZIPSEE have the right to:
- actively participate in the general meeting,
- Select and be elected to bodies of the ZIPSEE,
- use the preferential all ZIPSEE activities,
- use the trademark ZIPSEE according to the detailed rules laid down by the Council, ZIPSEE,
- report conclusions and recommendations for the overall activities of the ZIPSEE,
- actively participate in the work of the committees and other teams appointed by ZIPSEE.
- The members of ZIPSEE are required to:
- actively participate in the activities of the registered office of the Association,
- the application of the provisions of the statutes, regulations and resolutions ZIPSEE,
- timely payment of membership fees, special and extraordinary,
- inform ZIPSEE about important organizational changes and changes in affiliation to other organizations,
- participation in the implementation of statutory objectives ZIPSEE,
- drive around in your business ethical principles and standards of fair trial,
- keep the good name of ZIPSEE.
- Membership in the ZIPSEE ceases as a result of:
- instance after 6 months from the date of submission of a written resignation addressed to the ZIPSEE member of the ZIPSEE Council. During the period of notice for resignation a member ZIPSEE is obliged to pay any membership fees and compliance with other obligations arising from the provisions of this Statute,
- loss of statutory requirements of membership, including the cessation of business or termination of winding-up proceedings against the Member, on which the Council ZIPSEE the news of this fact,
- exclusion from ZIPSEE in case the fault of the Member to continue to remain in a relationship can not be reconciled with the provisions of the Statute and in particular:
- violations of the provisions of the statutes, regulations and other resolutions ZIPSEE,
- knowingly detriment to the ZIPSEE,
- tax evasion and financial obligations under the relevant resolutions ZIPSEE, in particular from member contributions.
- Exclusion of a member is based on the resolution of the Council ZIPSEE taken at the request of the President of the Council of ZIPSEE, the Board ZIPSEE or 3 members of the ZIPSEE.
- Can be arbitrarily Member may appeal from the decision of the Council ZIPSEE to the nearest general meeting, the decision of the general meeting is final.
► Rozdział IV
ZIPSEE bodies are:
- A General Meeting Of Members Of The ZIPSEE,
- The Council ZIPSEE,
- The Board Of ZIPSEE,
- The Committees Task Forces.
THE GENERAL MEETING
- The General Assembly is the supreme body of the ZIPSEE ZIPSEE settlement of all matters within the scope of its activities, resulting from the implementation of statutory objectives.
- The general meeting may be ordinary or extraordinary.
- Annual meeting is convened once a year, in the first quarter of the year by resolution of the Board of ZIPSEE.
- Extraordinary general meeting shall be convened in justified cases by resolution of the Board of ZIPSEE on his own initiative, at the request of at least 1/3 of the total number of members of the ZIPSEE or at the request of the Council ZIPSEE.
- Extraordinary general meeting should take place no later than within 60 days from the date of receipt of the corresponding application for its convening.
- The applicant to convene the General Assembly presents a proposal on the agenda.
- Of the date, place and agenda of the General Assembly shall be notified to all the members of ZIPSEE for 14 days before its term by sending them in writing by registered mail or by electronic means to ensure the effective transfer of information obtaining confirmation of its delivery.
- Resolution of the general meeting may be taken by written without his convening, if the content and the form of its adoption agree to all members of the ZIPSEE. The period for gathering signatures under draft resolution may not exceed 30 days. About the resolution Board ZIPSEE inform in writing or electronically of all members of the Association. Voting is not permitted in writing by the selection of the members of the Council ZIPSEE and Board ZIPSEE and the granting of the discharge, on the amendment of the Statute and liquidation.
- The deliberations of the General Assembly are legitimate when it participates in it, at least half of the total number of members of the Association.
- In the deliberations of the Assembly in addition to the members of ZIPSEE may participate in an advisory the invited guests.
- The deliberations of the General Assembly opens the Chairman of the Board of ZIPSEE. Opening the deliberations carried out the election of the President of the Assembly, which takes control of steering.
- The Assembly is carried out according to the rules of Assembly adopted by the Assembly.
- Except as provided in this Statute may adopt resolutions only in cases covered by the agenda.
- Except as provided in this Statute resolution of the General Assembly are taken by a simple majority of the Members participating in the vote.
- Each Member has one vote in the Assembly ZIPSEE.
- The appeal of the members of the Council ZIPSEE and members of the Executive Board of the ZIPSEE, in the case of expiration of their mandates before the expiry of his term of Office, as well as the selection of new members of the Council or the Board may take place without prior changes to the agenda.
- The introduction of a new point agenda requires the presence at the meeting of all the members of the ZIPSEE or phrases their consent in writing or by electronic means.
- Amendment of the statute requires the resolution of the Assembly taken by a majority of 1/2 of the total number of members of the ZIPSEE.
- The decision on the dissolution of ZIPSEE requires the resolution of the Assembly taken by a majority of 2/3 of the total number of members of the ZIPSEE.
- The competence of the Assembly, you must also:
- adoption of the Statute of the ZIPSEE,
- adoption of the multiannual and annual guidelines ZIPSEE and evaluation of their implementation,
- taking the decision to join or instance from the Federation or Confederation of employers ‘ associations and other national and international organizations,
- choice and granting discharge to the Council of the ZIPSEE at the end of its term of Office,
- choice and granting discharge to the Board of ZIPSEE at the end of his term of Office,
- express permission to enter by the ZIPSEE obligations in excess of twice the overall annual budget, therefore,
- approval of the financial statements of ZIPSEE,
- the decision on the dissolution of ZIPSEE.
- The Council is a body of ZIPSEE ZIPSEE designating the lines of action ZIPSEE, overseeing his work during the period between meetings of the General Assembly and to perform other tasks as directed by the Statute or the General Assembly.
- The Council shall be composed of persons authorized to represent the ZIPSEE Members.
- Each Member of ZIPSEE indicates one person to fill a single place in the Council. A member of ZIPSEE whose representative has been appointed to the Management Board of ZIPSEE may waive the appointment of a person to fill a vacancy in the Council.
- Members of the Council of their activities they perform in person. Each Council Member has one vote.
- Appointment and removal of the members of the Council shall be made by resolution of the Assembly when you point to the candidates by individual members of the Association.
- The term of Office of the Council ZIPSEE lasts two years.
- The mandate of the Member of the Council expires before the expiration of the term in the following cases:
- resignation from Office, the President of the Council on the hands,
- because of the loss of authority to represent a member of the ZIPSEE,
- due to termination of membership in relation to a member of the ZIPSEE,
- because of the loss of full legal capacity,
- in the event of cancellation before the end of the term of Office by the Assembly.
8. The members of the Council shall elect from among its members and is referenced by Council authorities, including the President and Vice-president.
9. The choice of the Council authorities is done by secret ballot, a simple majority of the members participating in the vote, with the presence of at least half of the nominal number of members. A reference of the authorities is in this mode.
10. The resolutions of the Council shall be taken by open vote by a simple majority of votes, with the presence of at least half of the number of members unless otherwise specified by the latter. In case of equal number of votes the President’s vote shall be decisive.
〖10〗 ^ 1. The Chairman of the Supervisory Board or the Vice Chairman of the Supervisory Board may order the resolution of the Supervisory Board by electronic means by electronic mail.
〖10〗 ^ 2. Passing resolutions electronically is disabled:
In the cases referred to in §15 (1) (c),
In the cases referred to in §15 (1) (h),
In the cases referred to in §15 (1) (k),
In the cases referred to in §14 item 11, including the amendment of the Regulations,
When a secret ballot was ordered,
Whenever one of the Council members objected to this form of voting.
11. The Council shall adopt the ZIPSEE the detailed regulations of its activity, including records of the Statute.
12. ZIPSEE Council takes its meetings at least once every six months.
13. Meetings of the Council shall be convened by its Chairman or its replacement by Vice-President, on its own initiative or at the request of:
- at least 1/3 of the members of the Council ZIPSEE,
- The Board Of ZIPSEE.
14. The first meeting of the ZIPSEE Council shall convene immediately after it choosing the President of the General Assembly.
15. ZIPSEE Council meetings may participate with the right to speak your invitees.
- Within the exclusive competence of the Council of ZIPSEE:
- adoption of ZIPSEE positions on important issues for the economic activities of members of the ZIPSEE and the development of the industry, which represents,
- approval and supervision of the implementation of the action plans ZIPSEE,
- adoption of the annual budget of the ZIPSEE and making changes in the budget during the year, if the need for ZIPSEE,
- making decisions about the creation of the EU funds ZIPSEE and adoption of their statutes,
- control and supervision of the activities of the Board of ZIPSEE,
- passing resolutions on development and policy activities of representative offices, subsidiaries and branches of ZIPSEE and the determination of their activities,
- the creation of a Council of experts and Consultants ZIPSEE and the appointment of its members,
- adoption of resolutions on the take, and cessation of business by the Association, the creation of the Foundation and participate in other economic activities,
- appointment and dismissal of the representatives of the ZIPSEE to the Supervisory Board Elektroeko Organization Recovery of electrical and electronic equipment,
- the handling of complaints and proposals concerning the activities of ZIPSEE,
- the presence of the general meeting to the solution ZIPSEE,
- determination of the remuneration policy staff ZIPSEE,
- determination of the remuneration policy the Chairman of the Board of ZIPSEE.
2. In the agreement between the Association and Chairman of the Board of ZIPSEE for the remuneration, as referred to in point 1 (a). m) above, the relationship is represented by the President of the Council ZIPSEE.
BOARD OF ZIPSEE
- The Executive Board is the executive body of ZIPSEE and representing ZIPSEE.
- In the composition of the Management Board ZIPSEE includes 1-3 members and Chairman of the Board.
- Appointment and removal of the members of the Council and the President of the Board of Directors shall by resolution of the general meeting.
- Board of ZIPSEE can be selected out of individuals identified by the individual members of the ZIPSEE. Chairman of the Board may be elected from among individuals who are not representatives or employees of members of the ZIPSEE within the meaning of this Statute.
- The term of Office of the Board of ZIPSEE is two years.
- The mandate of the Member of the Board of directors or Chairman of the Board of Directors expires before the expiration of the term in the following cases:
- resignation from Office, at the hands of the Chairman of the management board or, in the case of the President of the Board of the complex at the hands of the President of the Council;
- because of the loss of authority to represent a member of the ZIPSEE,
- due to termination of membership in relation to a member of the ZIPSEE,
- because of the loss of full legal capacity,
- in the event of cancellation before the end of the term of Office by the Assembly.
- Resolutions of the Management Board shall be taken by open vote by a simple majority of votes, in the presence of at least half of the nominal number of members, unless the latter decides otherwise. In case of an equal number of votes shall decide the vote Chairman.
- The Management Board shall adopt the detailed rules of its action, including records of the Statute.
- Board meetings should be held at least once a month.
- Meetings of the Management Board shall be convened by the Chairman of the Board on its own initiative or at the request of a member of the Board of Directors.
- The meetings of the Board shall be chaired by the President, and in his absence the designated by the Member of the Board of Directors.
- The first meeting of the Management Board shall be convened by the President of the selection as soon as it is ZIPSEE of the General Assembly.
- In the meetings of the Management Board ZIPSEE can participate with the right to speak your invitees.
- The competence of the Board of ZIPSEE, you must also:
a) the implementation of the resolutions of the General Assembly and of the Council ZIPSEE,
(b) issue and public presentation of information, reviews and posts ZIPSEE,
(c) to conduct promotion activities ZIPSEE,
d) proposing action plans ZIPSEE,
e) connecting to and resolving employment relationship with the staff of the Office of the ZIPSEE,
f) signing agreements with legal entities and individuals within the granted power of attorney by the Council ZIPSEE,
g) developing financial estimates and the draft budget ZIPSEE and its changes during the year,
h) ZIPSEE asset management,
and balance sheet preparation) the profit and loss account and other components of the annual accounts of ZIPSEE,
j) inference to Council ZIPSEE the establishment and liquidation of representative offices, branches and subsidiaries, ZIPSEE,
k) to supervise the activities of representative offices, branches and subsidiaries, ZIPSEE according to the rules set out by the Council ZIPSEE,
l) current cooperation with the committees and the coordination of cooperation between authorities of the ZIPSEE according to the rules set out by the Council ZIPSEE,
m) inference to Council ZIPSEE for appointment to the Council of experts and Consultants, ZIPSEE
n) join inference or an instance of ZIPSEE to the Organization of national or foreign.
- The Management Board shall be convened by the ZIPSEE Council meeting of experts and Consultants ZIPSEE, on its own initiative or at the request of the President of the Council ZIPSEE or Committees task forces.
- The Council Experts and consultants ZIPSEE is an advisory body and consultant in ZIPSEE.
COMMITTEES, TASK FORCES
- Under ZIPSEE you can create Task Committees.
- The Committee task force is formed on the initiative of at least 3 members of the Association. The number of members of the ZIPSEE involved in the work of the Committee must not fall below 3. Otherwise, the Committee shall be automatically terminated. Thereof by the Chairman of the Management Board shall immediately notify the Council ZIPSEE ZIPSEE.
- Task force Committee formed by representatives of the members of the ZIPSEE interested in strict substantive issues forming the basis for the appointment of the Committee.
- The creation of the task force Committee Chairman of the Board shall immediately notify the Council ZIPSEE ZIPSEE.
- Each Member of the ZIPSEE may at any time proceed to each existing Committee task force after service appropriately and fairly participate in the existing cost actions of this Committee and obtaining the consent of the Committee. Appropriate policies cover existing costs of the action the Committee specifies each time the Committee in the current composition.
- Chairman of the Board ZIPSEE presents information on the activities of the Committees at each meeting of the Council ZIPSEE.
- In the case of initiatives related to the representation of the Committee outside the Committee must first obtain the approval of the Board of ZIPSEE.
- In the case of violation records statutes or law ZIPSEE Council has the right to terminate the Committee. The members of the Committee an appeal from this decision to the General Assembly. The decision is final.
- Exclusive powers of the Committee are:
- develop detailed action plans ZIPSEE in terms of the tasks defined by the members of the Committee,
- the development of budget assumptions of deliberate and the amount of special contributions for the financing of the tasks entrusted to the Committee and the rules for exercising them by the members of the Committee,
- develop decision-making structure within the framework of the Committee,
- the development of the principles of Division of property resulting from the work of the Committee in the event of its liquidation,
- the adoption of the financial statements with the implementation of the budget of the special-purpose reserve Committee,
- determination of the rules of procedure of the Committee.
► Rozdział V
- ZIPSEE Office takes care of the support office activities.
- The tasks of the Office of the ZIPSEE, you must organize from the financial and technical meetings of the statutory bodies ZIPSEE.
- Chairman of the Board of ZIPSEE exercises the rights and duties of the head of the establishment in relation to employees ZIPSEE Office under the provisions of labour law.
► Rozdział VI
HOW TO REPRESENT THE CONNECTION
- For declarations of intent in the field of property rights and obligations, and on behalf of the non-ZIPSEE are two members of the Board of ZIPSEE acting together or as a member of the Board of Directors and Chairman of the Board acting together.
► Rozdział VII
1.Property ZIPSEE are real estate, movable property, own funds, investments, shares, funds and the law.
2. Revenue ZIPSEE covering operating costs of ZIPSEE are:
- proceeds from membership fees,
- proceeds from special purpose contributions,
- proceeds from the extraordinary contributions,
- income from the assets of the ZIPSEE,
- income from business activities undertaken by ZIPSEE,
- subsidies, gifts, inheritances, donations and bequests from individuals and institutions.
3. Member fees and time limits for payment determines the resolution of the Management Board ZIPSEE following approval of the draft budget by the Council ZIPSEE
4. Earmarked contributions, their purpose, scope and term of payment specify the separate resolutions of the Committees task forces or of the Board of ZIPSEE.
5. The amount of contribution, its purpose and the term and mode of payment determines the separate resolution of the Management Board ZIPSEE.
6. For the achievement of the objectives of statutory ZIPSEE could lead economic activity, create foundations and participate in other economic activities.
7. Income from business activities undertaken by the Association’s for the implementation of statutory objectives and may not be used to divide between Members except specified in § 22. 9.
8. Membership fees are non-refundable and the property ZIPSEE is not subject to any revenue sharing except as specified in § 22. 9.
9. In the case of termination of the ZIPSEE, the assets remaining after the completion of the liquidation is intended for distribution in equal shares between the members of the ZIPSEE. The appointment of the liquidator and the detailed division of property ZIPSEE will determine the resolution of the General Assembly.
► Rozdział VIII
- In the case of matters not regulated by this Statute, the provisions of the Act of 23 May 1991 on employers ‘ organisations (OJ l. No. 55, item. 235, as amended. d.) and other applicable laws in this respect.
- This Statute shall enter into force on adoption.