ICC Statute

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ICC Statue
  1. General Provisions
    1. The present Statute constitutes an integral part of the Founding Agreement concluded on April 14th, 2005, with amendments after AGM 26th June 2007.
    2. The Statute of the Chamber regulates in detail issues connected with internal organization of the Chamber, in particular:
      • Purpose and fields of activity of the Chamber;
      • Rights and duties of the Members of the Chamber;
      • Manner of representation and decision making within the Chamber.
  2. Purposes and fields of activity of the Chamber
    1. The Chamber has the following aims:
      • promotion of Irish entrepreneurs that conduct or are going to conduct business activity in Poland as well as promotion of Polish entrepreneurs that conduct or are going to conduct business activity in Ireland;
      • facilitation of undertaking of business activity in Poland by Irish entrepreneurs;
      • facilitation of commercial contacts between Polish and Irish entrepreneurs;
      • representation of common interests of the members of the Chamber in relation with Polish and Irish authorities;
      • promotion of economic, social and cultural cooperation between Poland and Ireland.
    2. The Chamber performs its statutory obligations by:
      • 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 Ireland in Poland;
      • representing Chamber members opinions on the creation and amendment of regulations relating to economic policy;
      • delegating representatives to advisory bodies of self-government authorities and state administration;
      • establishing and developing economic cooperation with domestic and foreign business entities, scientific units, self-government organizations and others;
      • collecting, analysing and distributing information supporting business operations of its members;
      • offering support for its members' business initiatives,
      • establishing problem-solving teams, committees, teams of experts and other collective bodies,
      • organizing and co-organizing fairs and exhibitions in Poland and abroad as well as other promotional events,
      • performing such other activities as may from time to time be required to achieve goals of the Chamber.
  3. Rights and duties of the members of the Board
    1. Membership in the Chamber may be granted to any entity that meet the following criteria:
      • have existing or possible link to Ireland;
      • paid up membership fee;
      • have a good standing and reputation in business;
      • is able to provide references on request.
    2. Admission to the Chamber depends on approval of the Board of the Chamber expressed in its resolution.
    3. The memberships in the Chamber are of the following different categories:
      • large entrepreneurs (100 or more employees) being commercial law companies or partnerships;
      • other entrepreneurs being commercial law companies or partnerships;
      • entrepreneurs being natural persons;
      • honourable members.

      Category of entrepreneurs being natural persons is open only for those who cannot be qualified as an entrepreneur being commercial law company or partnership.

    4. Board of the Chamber by virtue of its resolution may grant honourable membership. Honourable members have the same rights and obligations that other members have except for obligation to pay membership fee.
    5. Membership in the Chamber expires:
      • As a result of withdrawal - on the date indicated by the member in its declaration on withdrawal from the Chamber addressed to the Board of the Chamber;
      • As a result of deletion from the list of members due to death or lost of preconditions of membership, in particular due to liquidation or cessation of business activity;
      • As a result of deletion from the list of members due to such member's nonobservance of the provisions of this agreement or the Statute including failure to pay membership fee.
    6. Decision on deletion from the list of members is taken by the Board of the Chamber by virtue of its resolution.
    7. Commercial law company or partnership shall have their respective proxies in the Chamber for exercising the statutory rights.
    8. Natural persons perform their rights and obligations in person or by proxy - provided they are persons having full legal capacity.
    9. 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.
    10. Members of the Chamber have the right to:
      • use services of the Chamber and participate in any of its operations,
      • submit motions pertaining to the Chamber operations,
      • participate in the General Meetings,
      • active and passive electoral rights pertaining to the Board of the Chamber.
    11. Members of the Chamber are obliged to:
      • base their operations on principles of professional ethics and standards of fair conduct,
      • observe the provisions of the Statutes of the Chamber as well as the regulations and resolutions of the General Meetings and Board of the Chamber,
      • participate in the performance of the Chamber statutory objectives,
      • regularly pay the membership fees,
    12. Members of the Chamber are obliged to pay annual membership fee.
    13. Membership fee shall be paid once a year in advance.
    14. Expiration of the membership during the calendar year does not entitle the ember to the entire or partial repayment of the membership fee.
  4. General Meetings
    1. Members of the Chamber take decisions concerning the Chamber during General Meetings.
    2. There are two kinds of general meetings:
      • Annual General Meetings;
      • Extraordinary General Meetings;
    3. During the General Meetings each member of the Chamber has one vote.
    4. Subject to the subparagraphs 5 and 6, resolutions of the General Meetings shall be passed by simple majority votes.
    5. Alteration of any provision of the Statute of the Chamber requires consent of 2/3 of the members of the Chamber expressed in the resolution during the General Meeting.
    6. Dissolution of the Chamber requires consent of 2/3 of the members of the Chamber expressed in the resolution during the General Meeting.
    7. Annual General Meeting is convened by the Board of the Chamber no later than one month before expiration of the term of the particular Board by means of email notification sent at least 30 days prior the prospective Annual General Meeting. Such notification shall consist of the meeting agenda and all documents which in accordance with the agenda are to constitute subject of the meeting, in particular with the financial report of the Company for the previous year acknowledged by a certified auditor.
    8. Extraordinary General Meeting is convened by the Board of the Chamber at own initiative or upon request of at least 1/3 of the members of the Chamber. Persons applying for convention of the Extraordinary General Meeting should indicate matters which are to constitute the subject of the session.
    9. In case of the Extraordinary General Meeting convened upon request of the members of the Chamber such meeting shall take place within 30 days after receipt of the request by the Board of the Chamber.
    10. Extraordinary General Meetings shall be convened by means of registered letters sent at least 20 days prior to the prospective Extraordinary General Meeting. Such letter shall consist agenda of the meeting and all documents which in accordance with the agenda are to constitute subject of the meeting.
    11. General Meetings have exclusive competence in the following issues:
      • acknowledging the agenda and adopting a by-laws for the sessions of the General Meeting,
      • adopting Chamber operations programs,
      • electing and dismissing members of the Board of the Chamber and acknowledging its by-law,
      • examining reports on the Board of the Chamber activities, adopting resolutions in the case submitted by the Board of the Chamber,
      • appointing a certified auditor,
      • adopting, upon request of the Board of the Chamber, the Chamber budget for a calendar year,
      • determining the amount of membership fee,
      • alteration of any provision of the Statute,
      • dissolution of the Chamber;
  5. Board of the Chamber
    1. Members of the Chamber appoint among themselves representatives constituting Board of the Chamber.
    2. Board of the Chamber directs ongoing activity of the Chamber.
    3. Subject to subparagraphs 4 and 5, Board of the Chamber shall have the following composition:
      • Chairperson - elected;
      • 4 elected members of the Board;
    4. At the discretion of the Board of the Chamber, representative of the Enterprise Ireland and the Irish Embassy in Warsaw will be invited to participate in Board's meetings as non-voting members.
    5. The number of members of the Board of the Chamber may be changed by decision of the members of the Chamber taken during General Meeting.
    6. Members of the Board of the Chamber are appointed for one year term by a secret ballot vote during Annual General Meeting. Office are taken by candidates who obtain the largest amount of votes, with reservation that person who obtain the largest amount of votes shall take office of the Chairperson. In the event that the person receiving the most votes is not prepared to accept the chair, this will be approved by the Board members at the next board meeting.
    7. Meetings of the Board of the Chamber are convened and chaired by the Chairperson.
    8. In the event where the Chairperson of the Board of the Chamber loses his/her mandate to hold the office or resigns from the office within the term his/her function is taken over by agreement of the other board members.
    9. Resolutions of the Board of the Chamber are adopted by simple majority votes. In case of equilibrium the Chairperson has final say.
    10. A procedure of works of the Board of the Chamber shall be defined in a by-law adopted by the members of the Chamber during General Meeting.
    11. The Board of the Chamber shall have the following competences:
      • performing drafts of resolutions of the General Meetings,
      • granting membership, deleting from the list and excluding members of the Chamber,
      • supervising the Chamber ongoing operations,
      • representing the Chamber in external relations,
      • 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 so,
      • adopting resolutions in all matters not reserved for the competences of the General Meetings.
    12. The Board of the Chamber appoints the Executive Director who shall manage the Chamber ongoing operations, especially all administration services in the scope of performance of the Chamber statutory tasks.
    13. The member of the Board of the Chamber as well as any other person appointed by virtue of the Board of the Chamber's resolution can become the Executive Director.
    14. In the scope of his duties the Executive Director is entitled to represent the Chamber in external relations.
  6. Honorary President of the Chamber
    1. With regard to the active support of the Embassy of Ireland in Poland for the Chamber, the Founders awarded H.E. the Ambassador of Ireland to Poland the title of "The Honorary President of the Chamber".
    2. Above mentioned title shall be vested with position of the Ambassador of Ireland to Poland.
    3. With regard to the fact that the title is honorary the Honorary President of Chamber shall have no duties, obligations or liabilities.
  7. Final Provisions
    1. Provisions of the Founding Agreement, the Trust Agreement, the Deed of the Company Formation, the Code of Commercial Companies and the Civil Code shall apply to the matters not regulated herein.
    2. The Statute was adopted in English and Polish language versions. In the event of discrepancy between the two language versions, the English version shall prevail.
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Irish Chamber of Commerce
ul. Mysia 5, 6th floor,
00-496 Warsaw


Kenny Morgan - President +48604496305
Warren Landers - Treasurer + 606702870

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