Statute

S T A T U TE
of
The "FARMACJA POLSKA" Chamber of Commerce

 

 

§ 1

The Chamber of Commerce is an autonomous organization associating economic entities conducting business activity in the scope of production, import, export and trade of pharmaceutical products, medical materials and equipment.


§ 2

The Chamber of Commerce conducts its activity under the name
"FARMACJA POLSKA", hereinafter referred to as the Chamber.

§ 3

The Chamber conducts its activity in the territory of the Republic of Poland.

§ 4

The seat of the Chamber is in the capital city of Warsaw.

§ 5

The Chamber represents its members in the scope of their business activity before central and self-government bodies, state offices and institutions as well as before corporate bodies and individuals.

§ 6

The principal obligations of the Chamber are as follows:

1) protection of professional interests of the associated members ,
2) contribution to development of economic activity and support of business initiatives of the associated members ,
3) promotion of optimum organizational forms of business activity,
4) submission of opinions, statements and standpoints on business practice in the scope of production and trade of pharmaceutical products, medical materials and equipment to central offices,
5) issuing opinions on legislation referring to business activities conducted by the members associated therewith,
6) promotion of rules of business conduct based on commercial integrity.

§ 7

The Chamber performs its role in the following ways:

1) cooperation with the Sejm (lower house of the Polish parliament) and Senate (upper house of the Polish parliament) as well as national government bodies, in particular with the Ministries of: Heath, Finance, Economy, Treasury, Agriculture and Rural Development,
2) cooperation with relevant parliamentary committees,
3) information dissemination in mass media communication,
4) advisory and consulting activity,
5) cooperation with domestic and foreign economic organizations and associations as well as local government bodies,
6) issuing opinions on current business customs.


§ 8

The Chamber may conduct business activity and obtain profit in order to support the performance of its statutory obligations.

§ 9

The Chamber may assume some obligations of central government bodies vested by the Council of Ministers.

§ 10

Economic entities, to whom membership in the Chamber has been granted, become its members and are subject to the articles of this Statute as well as the resolutions of the Chamber's authorities.

§ 11

Membership in the Chamber may be granted to any corporate body or individual conducting business activity in the scope of production, import, export and trade of pharmaceutical products, medical materials and equipment as well as an entity conducting activity on behalf of pharmaceutical companies.

§ 12

An entity to whom membership in the Chamber has been granted must submit a document certifying conduct of business activity, a declaration as set in the template and pay a registration fee to the sum of PLN 50 (verbally: five hundred Polish zlotys).


§ 13

1. Membership in the Chamber is granted by the executive authority, which within 30 days of receipt of the declaration and required documents shall inform the applying party of admission as a member of the Chamber.

2. Within 30 days, the executive authority shall inform the applying party of refusal of admission, providing justification of such decision and notification of the right of appeal that must be lodged with the supervisory authority.

§ 14

1.An entity that has been refused membership in the Chamber has the right to lodge an appeal with the supervisory authority within 14 days upon receipt of the refusal of admission from the executive authority. The supervisory authority shall adjudicate the appeal in the nearest meeting. The decision granted by the supervisory authority is final. In the case of negative decision, the Chamber shall immediately return the registration fee to the applying party.

2.Members of the Chambers have the right to:

1) participate in the Chamber General Meeting,
2) fulfil functions in the Chamber authorities,
3) submit motions and proposals regarding statutory activities of the Chamber,
4) participate in the Chamber's enterprises offered to the members.

§ 15

Members of the Chamber are obliged to:

1) observe the articles of the Statute,
2) actively participate in achievement of the Chamber's statutory objectives,
3) participate in covering the Chamber's operating costs and pay applicable contribution fees on a regular basis,
4) inform the Chamber about changes in the member's business activity in the scope essential to the decision on further membership in the Chamber,
5) observe regulations passed by the General Meeting,
6) observe rules of pharmaceutical marketing ethics specified in the Code of Pharmaceutical marketing ethics undersigned by the Chamber of Commerce "FARMACJA POLSKA".

§ 16

A Member may withdraw from the Chamber at any time upon written statement and with three months' notice; the period of notice may be shortened upon request of the Member or the Chamber Management Board.

§ 17

1. A Member may be excluded from the Chamber in the event of:

1) two subsequent delayed payments of contribution fees,
2) activity harmful to the Chamber or the associated members.

2. Membership of an individual expires upon his/her death or upon closing the business conducted in the scope specified in the Statute. Membership of a corporate body expires upon its removal from the register.

3.Upon the request of a Member, the Chamber Management Board may extend the date of payment of the contribution fee maximally by one period of payment; in such case the exclusion shall ensue when the due payment has not been settled after lapse of such period.

4.The supervisory authority may restore membership of a person excluded on the grounds of delayed payment of contribution fees if the excluded person submits an appropriate application, settles unpaid fees and undertakes to pay current fees in a timely manner. Membership may be restored only once.

§ 18

The executive authority shall inform the Member of exclusion from the Chamber immediately after making such decision.

§ 19

The excluded Member has the right of appeal. Article 14 item 1 shall apply mutatis mutandis.

§ 20

The Chamber General Meeting is the supreme authority.

§ 21

The Members participate in the Chamber General Meeting in person;
Members, who are corporate bodies, are represented by authorities of such entities or their authorized representatives.

§ 22

The General Meeting is authorized to pass resolutions if they arise from the agreed session agenda and if at least 25% of the Chamber Members participate in the meeting.

§ 23

The General Meeting is authorized to:

1) amend the Statute,
2) specify the amount of membership fee and the date of its due payment as well as the amount of registration fee,
3) appoint and revoke executive and supervisory authority appointments,
4) approve annual report of the Chamber,
5) grant the vote of approval to the Chamber?s authorities concerning activities of the previous reporting period,
6) dissolve and liquidate the Chamber.

§ 24

1.Annual Ordinary and Extraordinary General Meetings may be convened.

2.Ordinary Meetings may be convened at any time not later than till April 30.

3.Extraordinary Meetings may be convened at any time not later than within 30 days of submitting request for convention of a General Meeting. The Chamber Members in the number of at least 10% of the total number of members and the Chamber supervisory authority are authorized to submit such request. Such request submitted by the Chamber Members requires written form and justification. Such request submitted by the Chamber supervisory authority requires written form.

§ 25

The General Meeting is convened by the Chamber executive authority. In the event of inactivity of the Chamber executive authority, the General Meeting shall be convened by the supervisory authority.
Notwithstanding the previous sentence, the supervisory authority may convene the General Meeting on its own initiative if it has identified damage to the Chamber's interest caused by the executive authority's fault or failure to act.

§ 26

Voting in the General Meetings is open. However, voting on electing or revoking appointments as members of executive and supervisory authorities is secret.
Each Chamber Member has the right of 1 vote "for" or "against" a resolution.
Resolutions are passed by ordinary majority unless the articles of this Statute require a different voting proportion on a resolution.


§ 27

The executive authority of the Chamber is the Management Board.

§ 28

1.The Management Board of the Chamber is elected from among the members of the Chamber by the General Meeting for the term of 3 years in a number of 6 to 12 persons.

2.At the first session, the Management Board of the Chamber appoints from among its members the president and two vice-presidents; the other persons participate in work of the Management Board as members of the Management Board.

§ 29

1.Before all authorities or offices and corporate bodies and individuals the Chamber is represented by the president or each of the vice-presidents.

2.If the amount of liability exceeds PLN 20,000 (verbally: twenty thousand PLN), two members of the Management Board acting jointly incur liabilities and sign for them on behalf of the Chamber.


§ 30

The powers of the Management Board of the Chamber include all matters not reserved for other authorities of the Chamber.

§ 31

1.The Management Board of the Chamber acts on the basis of this Statute and organizational rules and regulations passed by the General Meeting.


2.The Management Board of the Chamber organizes the administration of the Chamber.

§ 32

1. The appointment of member to the Management Board of the Chamber may be revoked by the General Meeting at any time. A member of the Management Board of the Chamber, who is not granted the vote of approval shall be automatically cease to serve on the Management Board.

2. Membership of the Management Board expires:
a) as a result of resignation of a member of the Management Board lodged in writing,
b) as a result of loss by a member of the Management Board of the ability to represent the company which nominated him/her to apply for membership in the Management Board of the Chamber,
c) in the case of exclusion or resignation from membership in the Chamber by the company, which is represented by the person elected a member of the Management Board.

 

§ 33

1.The Supervisory Board of the Chamber is elected by the General Meeting from among members of the Chamber for the term of 4 years in the number of 3 to 5 persons constitutes the supervisory authority of the Chamber.

2.At the first session, the Supervisory Board of the Chamber appoints the president from among its members; other persons are members of the Supervisory Board.

§ 34

The exclusive powers of the Supervisory Board include supervision over and inspect the activity of the Management Board of the Chamber in respect of compliance with the law, with the Statute and with the acts of the authorities of the Chamber and the financial management of the Chamber in respect of expediency of financial regulations.


§ 35

For execution of supervisory and inspection actions the Supervisor Board shall have access to documentation of the Chamber and shall be authorized to request explanations from members of the Management Board of the Chamber.

§ 36

The Supervisory Board shall prepare a protocol for each inspection. Furthermore, the Supervisory Board shall be obliged to prepare annual reports for the General Meeting approving motions relating to vote of approval for particular members of the Management Board.

§ 37

In the case of inspecting the scope of activity of the Management Board requiring expertise, the Supervisory Board shall be obliged to engage experts at the cost of the Chamber. An appropriate agreement shall be executed on behalf of the Chamber by the President of the Supervisory Board.

§ 38

The Supervisory Board shall act on the basis of the provisions of the Statute and the rules and regulations adopted by the General Meeting.

§ 39

1. Appointments to the Supervisory Board may be revoked by the General Meeting at any time.

2. Membership in the Supervisory Board expires:
a) as a result of resignation of the member of the Supervisory Board lodged in writing,
b) as a result of loss by a member of the Supervisory Board of the ability to represent the company, which nominated him/her to apply for membership in the Supervisory Board of the Chamber,
c) in the case of exclusion or resignation from membership in the Chamber by the company, which is represented by the person elected a member of the Supervisory Board.

§ 40

Members of authorities of the Chamber perform their functions on an honorary basis. The Supervisory Board of the Chamber is authorized to decide on return of costs borne by a member of the Chamber in connection with performance of duties or functions entrusted to him/her.

§ 41

The assets of the Chamber consist of amounts deposited by members of the Chamber, donations, bequests and revenues from economic activity and real estate and movable property.

§ 42

1.The membership fee is paid for quarterly periods in advance before the end of the first month of the quarter.

2.The General Assembly may amend the amount or periods of payment or the date of the fee payment without amendment of this Statute.

3.The first membership fee shall be established by the founding General Assembly of the Chamber.

§ 43

The Chamber may accede to the national and foreign organizations operating for pharmacy, medicine, business and economic autonomous government. The accession and withdrawal shall be decided upon by the General Meeting.


§ 44

The Statute of the Chamber shall be adopted by the founding Meeting of the
Chamber. Members of the founding Meeting shall confirm adoption of the Statute through subscribing their signatures on the Statute.

§ 45

Amendments in the Statute require resolution adopted by the majority of 2/3 of the cast votes.

§ 46

The Chamber is liquidated if such is the decision of the General Meeting of the Chamber made at the two subsequent sessions by means of the majority of 2/3 of cast votes.
In the case of adoption of the Chamber liquidation the General Meeting at the second session shall appoint a liquidator. The General Meeting shall be authorized to dispose of the Chamber's assets remaining after its liquidation.

For conformity:

Mirosława Jamrozińska-Toczyska, Lawyer

 

 

Warsaw, the 21st of April 2008