CHARTER OF THE ASSOCIATION
“AUTOMOTIVE RECYCLERS FORUM”
(Consolidated text as amended on 13.05.2006 and 28.02.2017)
The Association named “Automotive Recyclers Forum” hereinafter referred to as “the Association”, is a registered association with a legal personality.
The area of activity of the Association is the territory of the Republic of Poland.
The headquarters of the Association shall be in Warsaw.
THE OBJECTIVES AND MEANS OF ACHIEVING THEM
The aim of the Association is to promote the development of automotive recycling industry in Poland, in particular in the field of technology, economics and environmental protection. Automotive recycling means the handling of vehicles in such a way that they do not endanger the environment from design through end-of-life and their disposal and, at the same time, to make the best use of components and materials they are made of.
In order to achieve its goals, the Association will:
(a) organize exchanges of experience and information between those interested in the subject,
(b) organize various forms of training in the field of automotive recycling,
(c) promote modern technical, organizational and economic solutions,
(d) initiate and give opinions on legal solutions in this field,
e) disseminate the subject of automotive recycling, inter alia, through cooperation with the mass media and own publishing activity,
(f) establish contacts and cooperate with other organizations in the country and abroad with similar scope of interests,
g) work towards the creation of a Foundation for the Association.
MEMBERS, THEIR RIGHTS AND OBLIGATIONS
Members of the Association are divided into
An ordinary member of the Association can be any natural person who supports the objectives of the Association and declares to pay the membership fee.
A supporting member of the Association can be any legal entity and unincorporated commercial company that supports the objectives of the Association and declares the payment of membership fee.
Honorary membership may be granted by the General Meeting of Members in particularly justified cases to people who significantly contributed to the fulfillment of the Association’s goals and car recycling industry in general.
Honorary membership may be granted to a person who is an ordinary member.
Ordinary and supporting members are accepted by the Management Board by way of a resolution on the basis of a written declaration.
Regular members are obliged to:
a) take care of the development of the Association and the achievement of its objectives,
b) comply with the provisions of the Association’s Charter and the resolutions of the Association’s authorities,
c) participate in the works of the Association,
d) pay membership fees on a regular basis.
Regular members who have been granted honorary membership will not be required to pay membership fees.
Ordinary members have the right to vote and run for elections to the Association’s bodies and vote at the General Meetings of Members; they can use the assistance of the Association and submit proposals concerning its activities.
Paragraph 1 shall also apply to ordinary members who have been granted honorary membership.
Supporting members shall have the same rights and obligations as ordinary members, except for the right to run for election
Honorary members do not have an active and passive right to elect to the Association’s bodies or to vote at the General Meetings of Members, but have the right to participate in the meetings and General Meetings of Members as well as to participate in the work of the Association, save for § 11 paragraph 2 of the charter.
Honorary members are not obliged to pay membership fees.
Membership of the Association shall cease as a result:
Withdrawal from the Association submitted in writing to the Board of the Association,
Exclusion from the Association by resolution of the General Meeting of Members,
Removal by the Board of the Association from the list of members as a result of not paying membership fees for more than 6 months,
The death of a member of the Association.
THE ASSOCIATION’S GOVERNING BODIES
The governing bodies of the Association are:
a) the General Meeting of Members,
b) Management Board
c) Review Committee
The term of office of the bodies lasts 3 years, and their election takes place in an open or secret ballot, depending on the resolution of the General Meeting of Members.
In the event of resignation of members of the bodies during the term of office, these bodies shall have the right to take on new members, however, the number of such additionally added members may not exceed 1/3 of the number of elected members.
The General Meeting of Members is the highest authority of the Association and the final instance of appeal in matters relating to disputes arising between members and the Association.
Ordinary members of the Association take part in the General Meeting of Members with a voting vote. Supporting and honorary members as well as guests invited by the Management Board may also participate in it.
The General Meeting of Members shall be held at least once a year. If necessary, an Extraordinary General Meeting of the Association may be convened.
The General Meeting of Members shall be convened by the Management Board, and the Extraordinary General Meeting of Members by the Management Board on its own initiative, at the request of the Review Committee or on the motion of 1/10 of all members.
The Management Board shall notify the members of the date, place and proposed agenda of the General Meeting of Members in writing at least 14 days before the date of the General Meeting.
The Extraordinary General Meeting of Members shall be convened by the Management Board within no more than 60 days from the date of filing the request; it shall primarily discuss the matters for which it has been convened.
Resolutions of the General Meeting of Members shall be passed in a vote by a simple majority of votes of the present members, unless the Charter provides otherwise.
The competences of the General Meeting of Members include
election of the President of the Association, the Board and the Review Committee, save for § 21 paragraph 3,
review of the reports of the Management Board and the Review Committee and granting discharge to the Management Board at the request of the Review Committee,
adoption of the Association’s framework plan of activities for the term of office,
proposing amendments to the charter
adoption of the agenda of the General Meeting of Members,
adoption of resolutions on other matters requiring a decision of the General Meeting of Members,
determining the amount of membership fees.
The Management Board consists of 5 to 8 members, including the President, one or two Vice-Presidents, the Secretary and the Treasurer.
The President shall be elected by the General Meeting of Members. The remaining positions are filled by members of the Management Board at their first meeting.
In case of resignation of the President during the term of office, the President shall be elected from among the members of the Management Board. The term of office of the President expires on the day of holding the next General Meeting of Members.
The responsibilities of the Management Board shall include:
a) execution of resolutions of the General Meeting of Members,
b) managing the work of the Association in the periods between General Meetings of Members,
c) deciding on material assets and employment,
d) representing the Association externally,
e) the admission of regular and supporting members and the removal of non-payment members,
g) convening the General Meetings of Members,
h) adopting resolutions on matters of the Association not falling within the competence of other authorities of the Association,
i) settling disputes between members arising from their activities in the Association,
j) establishing the Association’s sections dealing with specific topics and supervising their activities.
2. Each member of the Board is entitled to represent the Association, save for § 29.
3. The resolutions of the Board may be appealed against by the members of the Association to the General Meeting of Members, whose decision is final. Such an appeal should be made in writing, through the intermediary of the Management Board, within 14 days of the adoption of the disputed resolution.
Meetings of the Management Board shall be convened by the President, Vice-President or Secretary not less frequently than quarterly. The validity of resolutions of the Management Board requires the presence of at least half of its members; these resolutions are adopted by a simple majority of votes. In the case of a tie vote, the President of the Management Board shall have the casting vote.
The organization and mode of work of the Management Board shall be determined in the regulations adopted by the Management Board.
3. Members of the Management Board may receive remuneration for activities performed in connection with the function they perform. The rules of payment of remuneration and the amount of remuneration are determined by the Review Committee by way of a resolution.
The Review Committee consists of the Chairperson and three members. The Chairperson shall be elected by the Review Committee at its first meeting.
The Review Committee is a control body of the Association. It controls the activities of the Association, with particular emphasis on financial activity in terms of reliability and integrity, reporting observed irregularities to the Board of Directors.
2a. The Review Committee shall meet and pass resolutions by a simple majority of votes in the presence of at least half of the members. In the event of a tie vote, the vote shall be cast by the Chair of the review Committee, and in the event of their absence – by the Chair of the Meeting.
The Committee shall submit a report to the General Meeting of Members together with an evaluation of the activities and a motion on the discharge of the Board of Directors.
THE ASSETS OF THE ASSOCIATION, OBTAINING FUNDS
The assets of the Association include real estate, movable assets and funds.
The funds of the Association consist of
A) membership fees
(b) grants, gifts, bequests and donations,
(c) revenue from events or own activity carried out in compliance with the legislation in force.
1. The Association may conduct business activity in accordance with the rules laid down in separate regulations.
2. The activity of the Association shall be determined by a resolution of the Board.
3. The income from the business activity of the Association serves the statutory purposes and may not be distributed among its members.
The Association may receive grants according to the rules specified in separate regulations.
Accounts shall be kept in accordance with the applicable regulations. The calendar year shall be the accounting year.
For the validity of declarations of intent, as well as any letters pertaining to material rights and obligations of the Association with a value exceeding PLN 5,000 (five thousand zloty) two members of the Management Board are required to sign, including the President or Vice-President.
AMENDMENTS TO THE CHARTER AND DISSOLUTION OF THE ASSOCIATION
A resolution to amend the Charter and dissolve the Association shall be adopted by the General Meeting of Members by a majority of 2/3 of votes of the members present at the meeting.
The provisions of the Act of 7 April 1998 – Law on Associations (Dz. U. 20, item 104) as amended.