Statutes of PKEE

Statutes of the Association

STATUTES

POLISH ELECTRICITY COMMITTEE  

Article 1

  1. The Polish Electricity Association, hereinafter referred to as "PKEE", is a voluntary, self-governing and permanent association acting on the basis of the Act of 7 April 1989 - Law on Associations (Journal of Laws No. 20 item 104 as amended) and the present Statutes and on this account it has a legal personality.
  2. PKEE may use the name in English "Polish Electricity Association".

Article 2

  1. The duration of the PKEE is not limited.
  2. The area of operation of PKEE is the Republic of Poland and its headquarters is the capital city of Warsaw. To properly pursue its objectives, PKEE may conduct its activities outside the borders of the Republic of Poland.

Article 3

  1. PKEE may be a member of international and national associations and organizations.
  2. PKEE may establish capital or partnership companies or join existing capital or partnership companies as a shareholder or partner, within or outside the territory of the Republic of Poland.

Article 4

The aim of PKEE is to promote knowledge about the functioning of the power sector in market economy conditions in accordance with the principles and procedures applicable in the European Union and to carry out opinion-making activities for the benefit of the development strategy of the Polish power sector and the directions of its restructuring. In particular, PKEE focuses its activities on the following issues

  1. energy policy and sustainable development,
  2. electricity sector regulation and tariffs,
  3. environmental protection and climate change,
  4. electricity generation with particular emphasis on cogeneration, distributed generation and renewable sources,
  5. development and investment under market conditions,
  6. electricity distribution,
  7. organisational structures of enterprises in the sector and EU directives,
  8. electricity trading - including electronic trading,
  9. information systems,
  10. innovation and new technologies.

Article 5

PKEE pursues its objectives through:

  1. comprehensive dissemination of knowledge about developments in the European electricity sector,
  2. maintaining cooperation and exchange of information between specialists in the sub-sectors of generation, transmission, distribution and supply of electricity,
  3. organizing Study Committees,
  4. Participation in the work of international and national associations and organizations and in capital or partnership companies in the territory of the Republic of Poland and abroad,
  5. conducting international cooperation,
  6. cooperation with national associations working in related fields,
  7. issuing of periodical publications,
  8. organising seminars and discussion meetings as well as national and international conferences.

Article 6

In fulfilling the above objectives PKEE relies on the social work of its members. However, PKEE may employ employees to conduct its affairs. Members of the Governing Board do not receive remuneration for activities performed in connection with their function.

Article 7

PKEE are:

  1. ordinary members,
  2. supporting members,
  3. honorary members.

Article 8

Membership of PKEE is open to natural persons professionally related to the electrical power sector and legal persons conducting business in this sector, interested in the realization of statutory objectives of the association.

Article 9

  1. Ordinary members of PKEE can be adult natural persons, including foreigners not residing in the Republic of Poland, recommended by two ordinary members of PKEE.
  2. A legal person may only be a supporting member of the association.

Article 10

  1. Ordinary members are admitted by the Governing Board of PKEE on the basis of a written declaration expressing the will to join PKEE and pay membership fees in the amount and on dates specified by the Governing Board.
  2. Supporting members are admitted by the PKEE Governing Board on the basis of a written declaration expressing the will to join PKEE and to pay membership fees in the amount declared by the supporting member and in the timeframe specified by the Governing Board.
  3. An appeal against a resolution of the Governing Board refusing admission as a PKEE member may be lodged with the General Assembly within 2 weeks from receipt of the notice of refusal.
  4. The conferring and depriving of the dignity of an honorary member takes place by the General Meeting upon the motion of the Governing Board.

Article 11

PKEE ordinary and honorary members have the right to participate in all forms of PKEE activity, in particular:

  1. participate in General Meetings with voting,
  2. vote and stand as a candidates in PKEE elections,
  3. eject candidates during PKEE elections,
  4. submit postulates to PKEE authorities.

Article 12

PKEE Supporting Members are entitled to:

  1. participate in the General Meeting in an advisory capacity,
  2. submit demands to PKEE authorities,
  3. nominate PKEE authority candidates under the terms of Art. 18

Article 13

  1. Members pay annual membership fees; ordinary members in the amount adopted by the Governing Board and supporting members in the amount declared. The moment a supporting member is accepted as a member of PKEE, the obligation arises for him to pay membership fees in the amount specified in the written declaration and in the dates specified by the Governing Board. The time limit for payment of membership fees shall be determined in accordance with the provisions of the Regulations of the Governing Board.
  2. Honorary members are exempt from paying membership fees.

Article 14

  1. Ordinary members are obliged to realize the statutory goals of PKEE, as well as to:
  • comply with the provisions of the Statute,
  • timely payment of membership fees,
  • actively participate in all forms of PKEE activity and in the work of Study Committees to which they have been appointed by the Governing Board,
  • active participation in the preparation of materials and papers, symposia, national and international conferences

(2) Supporting members are obliged to:

  • comply with the provisions of the Statute,
  • timely payment of membership dues.

3 Honorary members are obliged to observe the provisions of the Statutes and are entitled to participate in all forms of PKEE activity and in the work of Study Committees to which they have been appointed by the Governing Board.

Article 15

  1. PKEE membership ceases as a result of:
  • written resignation from membership,
  • death of a member who is a natural person, loss of full legal capacity or loss of public rights,
  • liquidation of a member which is a legal person,
  • exclusion by resolution of the Governing Board for gross violations of the Statutes or acting to the detriment of PKEE;
  • expiration of PKEE membership in other cases specified in the Statutes.

(2) In case of failure to pay the fee within the period specified in article 10.1 or 10.2, the Governing Board shall summon the member to pay the fee within two weeks from the date of receiving the summons. The summons shall be sent by registered mail to the address of the member given in the membership declaration, and if the change of address has been notified to PKEE - to the new address. As of the date of expiry of the membership of a supporting member, whose representatives sit on the Governing Board on its recommendation, their mandate in the Board shall expire. In such case the expiry of the mandate shall be confirmed by a resolution of the Governing Board.

(3) Honorary membership shall cease due to death or loss of public rights of a member.

In case of a resolution of the Governing Board on the exclusion of a member of PKEE, Article 10.3 of the Statutes shall apply respectively.

Article 16

The organs of PKEE are:

  • General Meeting,
  • Audit Committee,
  • Governing Board.

Article 17

  1. The General Meeting of PKEE members is the highest authority of the association and finally decides on all matters belonging to the scope of the association's activities resulting from the realization of its statutory goals, including in particular
  • sets the general directions of the Association's activities,
  • passes resolutions concerning the statute of PKEE and dissolution of the association,
  • approve the annual reports of the Governing Board and the Audit Board and discharge the members of these bodies,
  • subject to Article 18, appoint and remove the members of the Governing Board and the members of the Audit Committee,
  • grants and withdraws honorary membership of the Association,
  • passes resolutions on other matters which, in accordance with the Articles of Association, were included in the agenda,
  • shall hear appeals from resolutions of the Governing Board on matters of membership,
  • decides on the agenda of the General Meeting and the methods of voting,
  • adopts and updates the long-term strategic objectives of the association;
  • adopt the annual estimates of revenue and expenditure.

The General Meeting is convened by the Governing Board at least once a year on its own initiative or at the request of entitled entities.

(3) The General Assembly may also be convened at the written request of the Audit Committee or at least 1/4 of the ordinary members. In such a case, the Governing Board shall convene the General Assembly no later than three months after receiving the request.

In the case referred to in paragraph 3, the persons requesting the convening of the General Meeting shall be obliged to present the matters to be discussed at the General Meeting.

The Governing Board shall notify the members of PKEE about the dates and agenda of the General Assembly by registered mail at least two weeks before the first date of the General Assembly, setting two dates of the meeting, with the interval between the dates not shorter than half an hour. The invitation shall indicate what is the consequence of failure to quorum within the first deadline in accordance with paragraph 9 below. Instead of registered letter, the notice may be sent by email if the member has previously agreed in writing to this, giving the address to which the notice should be sent.

(6) Ordinary members shall participate in the General Meeting with their votes, and supporting members and invited guests with an advisory vote.

(7) The General Meeting shall work according to the agenda set by the Governing Board and stated in the notice of the General Meeting. The proposed agenda may be changed or extended by the General Meeting. The agenda cannot be extended by items concerning the change of the Statute or dissolution of the Association.

(8) Subject to clause 10 below, resolutions of the General Meeting shall be adopted by a simple majority of votes in the presence of at least one/third of the members entitled to vote, and in the event of a balance, the Chairman of the General Meeting shall have the casting vote.

(8) Subject to paragraph (10) below, in the absence of the required quorum at a meeting of the General Assembly on the first date, on the second date the General Assembly shall

(9) The Meeting shall adopt resolutions by a simple majority of votes irrespective of the number of members with a casting vote participating in the meeting, except for resolutions for the adoption of which the Statute provides for stricter requirements.

10) Amendment to the Statutes requires an absolute majority with at least one third of PKEE members present and voting. Dissolution of PKEE requires absolute majority with at least half of PKEE members present with voting rights.

The General Meeting is opened by the President of PKEE or, when this is impossible, by another member of the Governing Board, and then the General Meeting is chaired by the Chairman of the Meeting elected by the Meeting.

The minutes of the General Meeting shall be signed by the Chairperson of the Meeting.

Article 18

  1. The number of members of the Governing Board for a given term of office shall be determined by the General Assembly but shall not be less than the number resulting from paragraph 3 plus not more than 100%.
  2. Members of the Governing Board, subject to Art. 21, are appointed and dismissed by the General Assembly in a secret ballot from among regular members of PKEE.
  3. A supporting member has the right to recommend to the Governing Board one candidate from among regular members of PKEE for every full 10% of the share of its annual contributions to PKEE in the total amount of annual contributions of PKEE to international associations.
  4. Nominations for the Governing Board shall be made at the Annual Meeting or in writing submitted to the Governing Board no later than the commencement of the Annual Meeting. In order to vote on the appointment of a candidate to the Governing Board, the candidate must consent to the appointment. The consent shall be given in writing or submitted orally to the minutes of the General Meeting. 
  5. The term of office of the Governing Board shall be 3 years and shall end on the date of the General Meeting approving the report of the Governing Board for its last year in office.
  6. A member of the Governing Board may be elected for successive terms without limitation.

Article 19

  1. The Governing Board is the governing, initiating and coordinating body of PKEE.
  2. The Governing Board acts on the basis of legal regulations and this Statute in accordance with the directions of action arising from the resolutions of the General Meeting and the rules of procedure of the Governing Board.
  3. The Governing Board's responsibilities include, in particular:
  • representing the Association outside,
  • directing all activities of PKEE and managing its property,
  • defining detailed rules of conducting business activity by PKEE,
  • initiating and coordinating PKEE cooperation with other national and foreign associations,
  • initiating and coordinating the work of PKEE Study Committees, disseminating in the country the results of work and materials of conferences, symposia and other activities in areas related to statutory objectives of PKEE,
  • drawing up draft estimates of revenue and expenditure,
  • adoption of PKEE by-laws,
  • admitting new members to PKEE, excluding PKEE members and notifying expiration of membership,
  • convening, setting the agenda and organising PKEE General Meetings, implementing General Meetings' resolutions and the Audit Committee's motions,
  • Motion to grant or deprive of the honorary membership of PKEE,
  • creating and supervising the work of PKEE administrative units
  • setting deadlines for payment of dues and the amount of membership fees.

4 The Governing Board elects from its composition a President, two to four Vice Presidents and a Secretary, who perform these functions for the whole PKEE and constitute the Presidium of the PKEE Governing Board. The number of elected Vice Presidents is determined by the Governing Board at the constituting meeting of the Presidium for a given term of office.

(5) The Bureau of the Governing Board shall manage the day-to-day business of the Board.

6 The Governing Board shall hold at least 2 meetings a year. The meeting is chaired by the President or Vice-President of PKEE.

(7) Invited persons who are not members of the Governing Board may attend a meeting of the Governing Board without voting rights.

The Governing Board shall adopt resolutions by a simple majority of votes if at least half of the members of the Board are represented. Members of the Governing Board not present at the meeting may take part in adopting resolutions by casting their vote in writing or by means of direct remote communication. In case of a balance of votes, the vote of the Chairman of the meeting shall be decisive.

9. the Governing Board - on the basis of an order of the President or Vice President - may adopt resolutions without holding a meeting by casting a vote in writing or using means of direct remote communication. Resolutions passed in this mode shall be valid if all members of the Governing Board have been notified of the contents of the draft resolution and at least half of the members of the Governing Board took part in the vote. Resolutions shall be adopted by a simple majority of votes and in the case of a tie, the vote of the Chairperson or Deputy Chairperson of the Governing Board who manages the vote shall prevail.

(10) The Governing Board shall be obliged to submit an annual report on its activities to the General Assembly.

Article 20

  1. The General Assembly appoints, in a secret ballot, a three-person Audit Committee from among the ordinary members of PKEE. The Commission shall elect from among its members a Chairman and a Deputy Chairman.
  2. The Audit Committee is the internal control body of the association, whose tasks include:
  • to carry out an annual audit of the association's activities and to draw up conclusions on this basis and to present them to the General Assembly and the Governing Board,
  • carrying out ad hoc inspections of individual areas of the association's activity, if necessary,
  • giving an opinion on the draft estimates of revenue and expenditure,
  • making a motion to the General Assembly to discharge the members of the Governing Board.

(3) The term of office of the Audit Committee shall be 2 years and shall end on the day of the General Meeting approving the annual report of the Committee for the last year of its office.

(4) A member of the Audit Committee may only be appointed for another term without interruption. After a break of at least one term, an ordinary member can be reappointed to the Audit Committee.

The Audit Committee shall adopt resolutions by a simple majority of votes in the presence of at least two members of the Committee. In the event of an equal number of votes, the Chairman shall have the casting vote and, if the Chairman is absent from the meeting, the Deputy Chairman shall have the casting vote.

The Audit Committee is obliged to submit an annual report of its activities to the General Meeting.

Article 21

In the case of a decrease in the composition of the Association's governing bodies mentioned in Art. 16 items b and c during the term of office, their composition can be supplemented by co-option. The co-optation from among the ordinary members is made by the remaining members of the body whose composition has been reduced. In this mode, no more than half of the composition of the body can be appointed.

Article 22

PKEE Study Committees are created on the initiative of PKEE members and appointed by the Governing Board. The scope and forms of activity of Study Committees are defined by regulations adopted by the Governing Board.

Article 23

Ordinary and honorary members of PKEE as well as non-members of PKEE can be members of Study Committees with advisory voice, however the number of the latter cannot exceed 1/3 of the composition of a given Committee. A PKEE member can participate in more than one Study Committee.

Article 24

  1. Study Committees may organize:
  • meetings for the exchange of information on topics of study, work planning and reporting, and other organizational matters of the Committees,
  • colloquia with invited non-Committee experts for a broad exchange of information on topics relevant to the activities of more than one Study Committee,
  • international meetings and symposia.

Organisation of meetings, colloquia and symposia by Study Committees within the framework of international co-operation must be signed by PKEE and requires the approval and co-operation of the Governing Board.

Article 25

PKEE's funding comes from: 

  • annual membership fees,
  • subsidies, donations and bequests,
  • income from their own activities.

Article 26

Financial resources are managed by the Governing Board which allocates them to the realization of PKEE statutory goals and follows the principles of good management.

Article 26a

  1. PKEE may conduct business activities.
  2. According to the Polish Classification of Activities, the object of PKEE's activity is:
  • activities of professional organizations (PKD 94.12.Z)
  • market research and public opinion polling (PKD 73.20.Z)
  • other research and technical analysis (PKD 71.20.B)
  • scientific research and development work in the field of other natural and technical sciences (PKD 72.19.Z);
  • management consulting (PKD 70.2)
  • retail trade, except for retail trade of motor vehicles (PKD 47)
  • Publishing of books and periodicals and other publishing activities, except software (PKD 58.1);
  • activities related to the organisation of fairs, exhibitions and congresses (PKD 82.30.Z);
  • Other professional, scientific and technical activities not elsewhere classified (PKD 74.90.Z);
  • activities supporting education (PKD 85.60.Z)
  • other non-school forms of education not classified elsewhere (PKD 85.59)
  • Other activities supporting business activity, not classified elsewhere (PKD 82.99.Z).

Income from business activities of PKEE is used to achieve statutory goals and cannot be distributed among its members.

Article 27

  1. The signatures of two members of the Governing Board, including the President or the Vice President or the Secretary, are required to incur property obligations on behalf of PKEE. 
  2. In agreements concluded between PKEE and a member of the Governing Board and in disputes with him, PKEE is represented by a member of the Audit Committee indicated in the resolution of the Audit Committee or a proxy appointed by a resolution of the General Assembly.
  3. In respect of acts of ordinary management within the limits of a single commitment determined by a resolution of the Governing Board, the right to sign on a one-man basis shall be vested in the members of the Bureau of the Governing Board.
  4. The Regulations of the Governing Board set out in detail the internal rules for incurring liabilities by PKEE, including authorizations necessary to perform actions exceeding ordinary management.

Article 28

The financial activity of the association is carried out in annual periods, corresponding to calendar years.

Article 29

In the case of liquidation of the association as a result of a resolution of the General Assembly, the liquidators are members of the PKEE Governing Board or, if this is impossible, members of the liquidation committee appointed by the General Assembly.