Chapter I
[General provisions]
§ 1.
- The association is called the Polish Automotive Group Association, and hereinafter refers to as the Association.
- The Association may use the PGM abbreviation and equivalents of its name in foreign languages and its graphic symbol.
- The association is established for an unlimited period. It has legal personality. It operates on the basis of the provisions of the Act on Associations (the Journal of Laws 1989, no. 20 item 104) and this Statute.
- The Association has the right to use stamps and logo. The stamp and logo are set by the Management Board of the Association.
- The Association may belong to other national and international organizations with similar purposes.
§ 2.
- The registered office of the Association is based in Sędziszów Małopolski.
- The area of the operation of the Association is the territory of the Republic of Poland.
- For the proper implementation of its statutory objectives, the Association may carry out activities outside the country in other countries, respecting the local law.
Chapter II
[Objectives and principles of the Association]
§ 3.
The purpose of the Association is to create conditions conducive to the development of Polish enterprises in the automotive industry and to raise the level of knowledge of Polish society regarding these enterprises.
§ 4.
- The Association achieves its purposes through:
- creating and supporting mutual relations of enterprises, specialized suppliers and recipients, enterprises from other related sectors and industries as well as business environment institutions from Poland and abroad,
- promoting Polish producers of automotive parts and accessories on domestic and foreign markets, including in particular organization or participation in events and events of the automotive industry (fairs, exhibitions, conferences, trainings, etc.),
- carrying out scientific and technical activities in the field of motoring and related fields, including raising qualifications and popularizing knowledge, exchanging information, experiences and ideas, promoting good practices among the Association members and all interested in the subject of its activity,
- participation in the creation and implementation of strategies and programs for the development of entrepreneurship and economic development in Poland, with particular emphasis on the automotive industry,
- supporting initiatives aimed at increasing the competitiveness of Polish enterprises in the automotive industry, including in particular the implementation of innovative technologies, including by supporting them in obtaining external financial resources,
- education of the general public on the benefits of using automotive parts and accessories from Polish producers,
- promotional and educational activities aimed at improving the image of Polish automotive products,
- promotional and educational activities aimed at building consumer confidence in Polish brands,
- promoting and popularizing the attitudes of economic patriotism among customers of the automotive industry,
- developing and disseminating the principles of business ethics and dignity,
- representing the interests of Polish producers of automotive parts and accessories and research institutions in contacts with domestic and foreign public and non-public institutions,
- conducting and supporting research and analysis (including economic and marketing), and issuing reports on the automotive industry,
- integrating the environment of Polish producers from the automotive industry, in particular by organizing cultural, educational, sports and tourist activities.
- Activities specified in paragraph 1 may be implemented in the form of statutory activity free of charge or paid.
- For the purposes of this Statute, an entrepreneur is considered to be a “Polish producer of automotive parts and/or accessories” which meets all of the following conditions:
- produces goods in the automotive industry to sell them on the market,
- it mostly belongs to Polish capital, i.e. it is a sole trader – a Polish citizen or a company in which Polish citizens have direct or indirect access by majority of votes,
- is registered in Poland,
- produces in Poland.
Chapter III
[Membership]
§ 5.
- Members of the Association may be natural persons and legal persons, as well as organizational units without legal personality, but with legal capacity that accept the purposes of the Association. Legal entities and organizational units may only be supporting members.
- The Association brings together ordinary members, supporting members and honorary members, collectively referred to as the “members”.
- The founding members of the Association are: Adam Sikorski, Marek Łęcki, Karol Zielonka, Agnieszka Sanocka Zajdel, Kazimierz Pelczar, Wojciech Naborczyk, Jacek Pawlikowski, dr Jan Pąprowicz, Eugeniusz Lipiecki and Kazimierz Kozek.
- When the Association is entered into the register of associations of the National Court Register, the founding members gain the status of ordinary members.
§ 6.
[Ordinary member]
- An ordinary member may be an adult natural person, who has full legal capacity and is not deprived of public rights, being a Polish citizen who meets all the following conditions jointly:
- runs business in the production of automotive parts and/or accessories or represents a research institution, or is the owner or a member of a supporting member or a member of its statutory bodies, a proxy, employee or person working on its behalf,
- has a recommendation from one supporting member, while at the same time a member of the Association may not be more than one ordinary member on the recommendation of one supporting member,
- provides a guarantee that it will cooperate in pursuing the statutory purposes of the Association,
- for at least a year before submitting the membership declaration, it will actively participate in the life of the Association, representing the supporting member (not applicable to the founding members),
- undertakes to comply with the provisions of the Statute, including paying premiums,
- submits a membership declaration (does not apply to the founding members).
- The Management Board decides about the admission of new ordinary members in the form of a resolution adopted not later than within two months from the date of submitting the declaration.
- Before passing a resolution on the admission of an ordinary member, the Management Board informs all ordinary members of the Association about the candidate. Within 2 weeks, the ordinary members have the right to object, which must be considered by the Management Board.
§ 7.
Each ordinary member has one vote when voting at the General Assembly of Members.
§ 8.
- Ordinary members have the following rights:
- active and passive electoral right to the authorities of the Association,
- the right to participate in meetings, events and other activities resulting from the implementation of statutory purposes of the Association,
- submitting opinions, applications and postulates to the authorities of the Association,
- using the achievements and all forms of the activity of the Association,
- reporting candidates to the authorities.
- Ordinary members are required to:
- take active part in the activities of the Association and in achieving its purposes,
- participate in the General Meetings of Members,
- comply with the Statute and resolutions of the authorities of the Association,
- regularly pay contributions,
- care for the good name of the Association and the increase of its role and importance.
§ 9.
[Supporting member]
- A supporting member may be a legal person or an organizational unit without legal personality, but having legal capacity, as well as a natural person running business, in accordance with the Act on freedom of economic activity, which meets the following conditions jointly:
- meets the definition of a “Polish producer of automotive parts and/or accessories” set out in § 4 (3) of the Statute, or runs scientific-research activities,
- provides a guarantee that it will cooperate in pursuing the statutory purposes of the Association,
- undertakes to comply with the provisions of the Statute, including paying premiums,
- presents recommendations from three ordinary members of the Association,
- submits a membership declaration,
- declares financial, material or substantive assistance in achieving the purposes of the Association.
- The Management Board decides about the admission of new supporting members in the form of a resolution adopted not later than within two months from the date of submitting the declaration.
- Before passing a resolution on the admission of a supporting member, the Management Board informs all ordinary members of the Association about the candidate. Within 2 weeks, the ordinary members have the right to object, which must be considered by the Management Board.
§ 10.
- Supporting members of the Association have the right to:
- participate in meetings, events and other activities resulting from the implementation of statutory purposes of the Association,
- submit opinions, applications and postulates to the authorities of the Association,
- participate in an advisory vote at the General Meeting of Members.
- Supporting members are obliged to:
- take active part in the implementation of the statutory purposes of the Association,
- comply with the Statute and resolutions of the authorities of the Association,
- regularly pay contributions,
- meet the declared substantive, factual or financial assistance for the Association,
- care for the good name of the Association and the increase of its role and importance.
§ 11.
[Honorary member]
- An honorary member may be a natural person who is particularly meritorious for the Association or its purposes.
- The granting of honorary membership is made by a resolution of the General Meeting of Members, at the request of the Management Board of the Association, with the consent of a given natural person.
§ 12.
- Honorary members of the Association have the right to:
- participate in meetings, events and other activities resulting from the implementation of statutory purposes of the Association,
- submit opinions, applications and postulates to the authorities of the Association,
- using the achievements and all forms of the activity of the Association,
- participate in an advisory vote at the General Meeting of Members.
- Honorary members are exempt from paying contributions.
§ 13.
[Termination of membership]
- Termination of membership is due to:
- voluntarily submitting to the Management Board of a written resignation from membership in the Association,
- exclusion by the Management Board:
- due to late payment of membership fees or failure to meet other obligations towards the Association, for a period exceeding three months, despite a prior written warning by registered mail,
- due to gross violation of the Statute or failure to comply with the resolutions of the authorities of the Association,
- due to acting to the detriment of the interests of the Association,
- due to the lack of manifestations of active activities for the Association (not for honorary members),
- due to ceasing to meet the membership criteria specified in paragraph 6 (1) (a)-(b) and in paragraph 9 (1) (a),
- loss of public rights by virtue of a final court judgement, loss of citizenship or full legal capacity,
- death of a member who is a natural person and the liquidation or bankruptcy of a legal person or an organizational unit.
- A resolution of the Management Board regarding the deprivation of membership in the Association may be appealed to the General Meeting of Members within 14 days from the date of delivery of the relevant resolution. The appeal is considered at the next General Meeting of Members. The resolution of the General Meeting of Members is final. From the moment the resolution is adopted by the Management Board until the resolution of the General Meeting of Members is adopted, the membership is suspended, i.e. all rights and obligations of the member are suspended except for the obligation to pay contributions and other financial obligations, compliance with the statute and resolutions of the authorities of the Association and care for the good name of the Association.
- The membership ceases in the cases specified in paragraph 1 (a), (c), (d) above upon the occurrence of these events, and in the cases specified in paragraph 1 (b) – upon expiry of the deadline for filing an appeal referred to in paragraph 2, or – in the case of appeal – upon the adoption of a resolution by the General Meeting of Members about the deprivation of membership.
Chapter IV
[Association authorities]
§ 14.
The authorities of the Association are:
- General Meeting of Members,
- Management Board,
- Revision Committee.
§ 15.
- The term of office of all elected authorities of the Association lasts four years, and their election takes place in an open vote.
- The members of the Management Board and the Revision Committee perform their duties until the day of adoption of the resolution on appointing a suitably new Management Board (Revision Committee) unless the General Meeting of Members decides otherwise.
§ 16.
Resolutions of all the authorities of the Association are passed by a simple majority of votes in the presence of at least half of the members entitled to vote unless the further provisions of the Statute provide otherwise.
§ 17.
[General Meeting of Members]
- The General Assembly of Members is the highest authority of the Association.
- General members take part in the General Meeting of Members and they have the casting vote.
- Supporting members and honorary members may participate in the General Assembly of Members with an advisory vote.
- The General Meeting may be ordinary and extraordinary.
§ 18.
- The Ordinary General Meeting of Members is convened by the Management Board once a year, by 30 June.
- The subject of the Ordinary General Meeting of Members is, in particular, consideration and approval of the reports of the Management Board on the activities of the Association and financial statements for the previous financial year.
- Notification of the date and draft ordinary order of the General Meeting of Members is sent at least 14 days before the planned date of the General Meeting.
§ 19.
- The Extraordinary General Meeting of Members may be convened by the Management Board at any time, for important reasons.
- The Management Board is obliged to convene the Extraordinary General Meeting of Members at the request of at least 1/3 of ordinary members of the Association or at the request of the Revision Committee.
- The Extraordinary General Meeting of Members may consider only matters for which consideration was convened.
- Notification of the date and agenda of the Extraordinary General Meeting of Members is sent at least 14 days before its planned date.
§ 20.
- The Management Board informs about the convening of the General Meeting of Members on the website of the Association and by e-mail to the address indicated in the register of members or a regular letter to the address indicated in the register of members.
- Members of the Association have the right to inspect their data contained in the register of members kept by the Management Board and to request their updates. Members are obliged to inform the Management Board without undue delay of any change of the address of residence/registered office and e-mail address.
- If the General Meeting of Members is not held due to the lack of quorum, the Management Board may convene another General Meeting of Members on the same day with the same agenda, at which the requirement of at least half of the members will not be required. In the second term, resolutions may be adopted regardless of the number of attendees. This mode is not applicable when adopting a resolution to dissolve the Association.
§ 21.
- The General Meeting of Members is capable of adopting resolutions if it has been convened in accordance with the Statute.
- Resolutions of the General Assembly of Members are passed by a simple majority of votes.
- A report is prepared from the General Assembly of Members, signed by the Chairman of the General Assembly of Members and the clerk.
§ 22.
The competences of the General Meeting of Members include:
- adopting directions of development of the activity of the Association,
- adopting amendments to the Statute,
- election and dismissal of the Management Board and the Revision Committee (in whole or in individual members),
- providing the Management Board with discharge on the motion of the Revision Committee,
- considering reports on the activities of the Management Board and the Revision Committee,
- adopting the budget,
- adopting the amount of membership fees and rules for determining all other benefits for the Association,
- considering applications and demands submitted by the Association Members and its authorities,
- examining appeals against resolutions of the Management Board,
- appointing a representative to represent the Association in contracts between the Association and members of the Management Board and in disputes with them,
- passing resolutions on dissolving the Association and allocating its assets,
- adopting resolutions on any matter brought before the meeting.
§ 23.
[Management Board]
The Management Board is appointed to manage the activities of the Association in accordance with the resolutions of the General Meeting of Members and to represent the Association externally.
§ 24.
- The Management Board consists of from 3 to 5 people, including the Chairman and one Vice-Chairman.
The Association is represented by the Chairman of the Association, and in the case of liabilities exceeding PLN 100 000, the Association represents two members of the Management Board acting jointly. - The Chairman and Vice-Chairman are elected by the Management Board from among their members.
- Meetings of the Management Board are held as needed, but at least once a quarter.
- Meetings of the Management Board are convened by the Chairman.
- Decisions are made by means of resolutions by an ordinary majority of votes. In the case of equal distribution of votes, the vote of the Chairman decides.
- The Management Board may adopt resolutions in writing or via electronic mail if all members of the Management Board have been notified of the content of the draft resolution on time and in a manner enabling them to become acquainted with the content of the draft.
- The functions performed by the members of the Management Board are provided free of charge. In justified cases, members of the Management Board may receive reimbursement of reasonable costs incurred in connection with participation in the work of the Management Board.
- In the event of conflict of interests of the Association with the interests of a member of the Management Board, his/her spouse, relatives and persons with whom a member of the Management Board is personally related, a member of the Management Board refrains from participating in the settlement of such matters and this fact is indicated in the minutes of the meeting of the Management Board. A resolution is then adopted by a simple majority of votes of the other members of the Management Board.
- Membership in the Management Board ceases as a result of death, resignation, termination of office, termination of membership in the Association, or dismissal by the General Meeting of Members.
- If the composition of the Management Board has been reduced during the term of office as a result of death, resignation or termination of membership in the Association, the Management Board may appoint a new member of the Management Board for the remaining term of office. The total number of members appointed in this mode in the same term may not exceed 1/2 of the composition of the Management Board.
- The Management Board or its individual members may be dismissed only by the Extraordinary General Meeting of Members by a qualified majority of 2/3 of votes, in the presence of at least half of the members entitled to vote.
§ 25.
The Management Board competences include:
- implementation of the purposes of the Association,
- exercising resolutions of the General Meeting of Members,
- preparation of work and budget plans,
- exercising management over the assets of the Association,
- adopting resolutions on the purchase, sale or encumbrance of the assets of the Association,
- representing the Association outside,
- conveying the General Meeting of Members,
- accepting and deleting members,
- keeping a register of members,
- employing people,
- making decisions about the activity of the Association and paid statutory activity,
- other matters specified in the Statute.
§ 26.
[Revision Committee]
- The Revision Committee is the controlling body of the Association. It controls the activities of the Association, including financial activities in terms of reliability and economy. It reports irregularities in writing to the Management Board.
- The Revision Committee consists of the Chairman and two members.
- At its first meeting, the Revision Committee elects the Chairman of the Committee from among its members.
- The first meeting of the Revision Committee in a given term of office is convened at the request of one of the members of the Committee. Subsequent meetings of the Revision Committee are convened by the President of the Committee at least once a year at the date chosen by him/her, but before the ordinary General Meeting of Members, referred to in paragraph 18. A meeting of the Revision Committee may also be convened by any member of the Revision Committee.
- Resolutions of the Revision Committee are passed by a simple majority of votes. In the event of an equal number of votes, the vote of the Chairman of the Committee decides.
- Members of the Revision Committee may not involve:
- members of the Management Board,
- people remaining in a marriage, kinship, affinity or subordination due to employment with members of the Management Board,
- convicted by a valid sentence for a crime or fiscal offense committed through intentional guilt prosecuted by public indictment.
- The mandate of a member of the Revision Committee expires in the case of:
- end of the term of the Revision Committee,
- cessation of membership in the Association,
- written resignation from membership in the Revision Committee,
- cancellations by the General Meeting of Members,
- death of a member of the Revision Committee.
In this case, paragraph 24 (11) is applied.
- The competences of the Revision Committee include:
- control of the activities of the Association,
- submitting applications from the control at the General Meeting of Members,
- the right to request convening the General Meeting of Members and a meeting of the Management Board,
- submitting applications to the General Meeting of Members for granting a vote of approval to the Management Board,
- reporting on their activities at the General Meeting of Members.
Chapter V
[Association’s assets]
§ 27.
- The assets of the Association are movables, properties, cash and all other property rights.
- Income of the Association involves:
- membership fees,
- income from business activity,
- income from the property of the Association,
- grants, subsidies, donations, subscriptions and inheritance,
- income from interest on bank deposits and from other financial instruments,
- income from paid statutory activity,
- receipts from public collections,
- other eligible income.
- The membership fee is payable annually in advance up to March 31 of each year to the bank account of the Association. A member of the Association accepted during the calendar year pays membership fee in the amount proportional to the number of months remaining until the end of the year, counting from the month following the month in which the decision on admission was made. The membership fee is non-returnable.
- Revenue from grants, subsidies, donations, subscriptions and inheritances may be used to achieve all purposes of the Association unless the donors have decided otherwise.
- The Association may run business according to the rules set out in separate regulations. The income from business activities of the Association is to achieve the Statutory purposes. The loss is covered by revenue from future years.
- The Association may create funds:
- statutory
- company employee funds and
- other special purpose funds created on the basis of law and in accordance with the provisions of the Statute.
§ 28.
- Accounting is carried out in accordance with the applicable provisions.
- The calendar year is the reporting year.
- Within 90 days from the end of the calendar year, the Management Board prepares financial statements and presents them to the Revision Committee, which within 30 days of receiving the report may submit comments to the Management Board or request a supplementary report.
- The following is not allowed:
- granting loans from the assets of the Association or securing liabilities of the assets of the Association to its members, members of the Association’s bodies or employees and persons with whom they are married or in a relationship of direct or family relationship in a straight line or side line to the second degree or are bound by title adoption, care or guardianship, hereinafter referred to as “close relatives”,
- transferring the assets of the Association to its members, members of bodies or employees and relatives on terms other than in relation to third parties, in particular if such transfer is free of charge or on preferential terms.
§ 29.
The Association conducts cash management in accordance with applicable regulations.
Chapter VI
[Amending the Statute]
§ 30.
The resolution on amending the Statute is adopted by the General Meeting of Members by a qualified majority of 2/3 of votes, in the presence of at least half of the members entitled to vote.
Chapter VII
[Dissolution of the Association]
§ 31.
- A resolution on the dissolution of the Association is passed by the Extraordinary General Assembly of Members by a simple majority of votes, with at least half of the members entitled to vote.
- By adopting a resolution to dissolve the Association, the General Meeting of Members elects the liquidator, indicates the date of commencement of liquidation and determines the allocation of the assets of the liquidated Association.
(The Statute adopted at the Founding Meeting on 9 November 2016 in Sędziszów Małopolski)