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The Bylaws of the Chamber of the Natural Gas Industry (IGG)

· SECTION I

General provisions

Article 1

1. The Chamber of the Natural Gas Industry (the “Chamber”) is a voluntary self-regulatory organisation representing the interests of its members.

1.1. The Chamber may use its English name “Chamber of the Natural Gas Industry”.

1.2. The Chamber may also use its abbreviated Polish name “IGG”.

2. The Chamber is an association of businesses operating in the natural gas industry.

3. The Chamber operates pursuant to the Act on Chambers of Commerce of May 30th 1989 (consolidated text: Dz.U. of 2009 No. 84, item 710), hereinafter referred to as the “Act” and pursuant to these Bylaws.

Article 2

The Chamber has the status of a legal person acquired upon its entry in the National Court Register.

Article 3

The Chamber operates in and outside the territory of Poland.

Article 4

The Chamber and its governing bodies are based in Warsaw.

Article 5

The Chamber may be a member of Polish and international organisations.

Article 6

The Chamber’s duration is indefinite.

 

· SECTION II

Key tasks and objectives and how they are delivered

Article 7

1. The Chamber may establish Regional Branches with no legal personality that gather individual groups of members.

2. Regional Branches are established by the General Meeting, which defines the organisational rules of the Branches, their remit, organisational structure and budget.

Article 8

The objectives of the Chamber are as follows:

  1. To represent the business interests of its members in dealings with central and local government authorities and social institutions, scientific and business organisations as well as international bodies and institutions,
  2. To develop and promote the principles of ethical conduct in business,
  3. To disseminate modern technology and business knowledge,
  4. To provide a networking platform for individuals and corporations involved with the natural gas industry,
  5. To engage in planning programmes for the development of the natural gas industry.
     

Article 9
The Chamber seeks to achieve the objectives defined in these Bylaws by:

  1. Initiating and engaging in planning programmes promoting the development, modernisation and reconstruction of the natural gas industry,
  2. Creating conditions conducive to the development of the natural gas industry, initiating research and development projects, promoting novel technical, technological, business and organisational solutions,
  3. Developing and fine-tuning the standards of ethical conduct in business, with a special emphasis on the principle of equal treatment,
  4. Providing training, sharing data and promoting responsible gas consumption practices,
  5. Creating conditions conducive to knowledge sharing and formulating independent and professional assessment and opinion concerning the natural gas industry and its development,
  6. Working with central and local government authorities,
  7. Initiating, developing and providing expert opinion on drafts and amendments to existing regulations, standardisation documents and policies affecting the natural gas industry,
  8. Initiating and fostering partnerships with scientific research institutions in Poland and abroad, and facilitating the exchange of science and technology data for the benefit of its members,
  9. Providing technical, business, organisational and legal advice, and developing expert reports and analyses,
  10. Working with science and technology organisations,
  11. Working with foreign counterparts,
  12. Publishing periodical and non-periodical publications and promoting domestic and foreign scientific and technological achievements in the natural gas industry,
  13. Hosting seminars, conferences and symposia dedicated to the natural gas industry,
  14. Holding competitions and exhibitions dedicated to the natural gas industry,
  15. Hosting and participating in trade fairs,
  16. Awarding badges of honour to its members and proposing candidates for state decorations and honours in recognition of the service to the natural gas and hydrocarbon exploration industry,
  17. Performing the functions of a chamber of commerce and industry: legalising documents, issuing certificates and attestations pursuant to relevant agreements, international treaties, commercial practice and applicable laws,
  18. Implementing and conducting mediation proceedings in commercial disputes involving its members,
  19. Conducting independent business activities (except for activities competitive to the business of its members) and applying profits towards the implementation of the tasks set forth in these Bylaws,
  20. Creating conditions favourable to the functioning of the Court of Arbitration, as a conciliation body, to ensure impartial and independent resolution of commercial disputes,
  21. Creating conditions favourable to the functioning of the Business Mediation Centre, which is tasked with impartial resolution of commercial disputes through mediation; and promoting the idea of alternative dispute resolution.

 

· SECTION III

Membership; members’ rights and obligations

Article 10

  1. Chamber membership is open to domestic business entities engaged in manufacturing, construction, trade or service activities in the natural gas industry or cooperating with the gas industry.
  2. Chamber membership does not preclude membership in other organisations and associations.

Article 11

1. New members are admitted by virtue of a resolution of the Presiding Committee of the Management Board; applicants must submit their membership requests in writing. The founders become members of the Chamber by operation of law.

2. If the Presiding Committee of the Management Board resolves to refuse membership to an applicant, the applicant may appeal against the decision to the Management Board within 30 days of receiving the relevant notification. The Management Board shall consider the appeal at the next meeting.

Article 12

1. Members of the Chamber may:

  1. Participate in projects implemented by the Chamber and use the project outcomes and deliverables,
  2. Use the Chamber’s assistance that falls within its remit,
  3. Participate in the work carried out by the Chamber’s governing bodies and expert teams and committees provided they have been elected or appointed as their members,
  4. Gain access to the up-to-date database maintained by the Chamber,
  5. Attend conferences, symposia and professional training programmes,
  6. Seek opinions and assessments that fall within the remit of the Chamber,
  7. Submit requests and opinions on the activities undertaken by the Chamber,
  8. Receive periodic data and reports on the activities of the Chamber.

2. Members of the Chamber have the right to stand for and vote in elections.
 

Article 13

Members of the Chamber shall:

  1. Observe these Bylaws as well as the rules, resolutions and decisions of the Chamber’s governing bodies,
  2. Cooperate in implementing the objectives set forth in these Bylaws,
  3. Participate in the work carried out by the Chamber,
  4. Comply with the principles of community life and business ethics,
  5. Provide materials necessary to conduct research studies covered by the plan approved by the Management Board,
  6. Pay admission and membership fees on a timely basis,
  7. Immediately notify the Chamber of expiry of the authorisation to represent the member.
     

 

 

 

Article 14

 1. Membership of the Chamber expires if a member:

 1) Resigns from membership by submitting a written statement to that effect,

 2) Is removed from the list of members due to having lost the status of a legal entity, due to other event equivalent to having ceased to exist as an entity in law or due to having discontinued operations in the natural gas industry,

 3) Is excluded from the Chamber pursuant to a resolution of the Presiding Committee of the Management Board due to non-compliance with these Bylaws or the rules and resolutions of the Chamber’s governing bodies,

2. deleted

3. The member may appeal to the Management Board against the resolution of the Presiding Committee of the Management Board on termination of their membership due to reasons listed in Art. 14.1.2 and Art. 14.1.3 of these Bylaws within 30 days of receiving the resolution. The appeal must be considered at the next meeting.

 

· SECTION IV

Governing bodies

Article 15

1. The Chamber’s governing bodies are:

1)the General Meeting,

2) the Management Board,

3) the Audit Committee.

2. The term of the Management Board and the Audit Committee is three years. Management Board and Audit Committee members may hold office for not more than three consecutive terms. Management Board and Audit Committee members are appointed and removed by secret ballot.

3. Management Board and Audit Committee resolutions are passed by a simple majority of votes in the presence of at least half of the members, unless these Bylaws provide otherwise.

4. Each member of the Chamber has one vote at the General Meeting.

5. A member of the Chamber who is in arrears with payment of fees on the date of the annual General Meeting has no right to attend or vote at the Meeting.

 

· SECTION V

General Meeting

Article 16

  1. The General Meeting is the supreme governing body of the Chamber, having the power to decide on all matters falling within its remit.
  2. Members of the Chamber who are not natural persons are represented at the General Meeting by representatives.
  3. Members of the Chamber may be represented by a proxy; the power of proxy must be granted in writing and attached to the minutes of the General Meeting.
  4. A General Meeting may be held as an annual or extraordinary General Meeting.
  5. Each member of the Chamber has one vote at the General Meeting.
  6. A member of the Chamber who is in arrears with payment of fees on the date of the General Meeting has no right to attend or vote at the Meeting.

 

 

Article 17

  1. The annual General Meeting is called by the Presiding Committee of the Management Board once a year. The annual General Meeting should be held within the first six months of each calendar year.
  2. The General Meeting may be attended by invited guests.
  3. Except as otherwise provided in these Bylaws, General Meeting resolutions are passed by a simple majority of votes in the presence of at least half of the Chamber’s members at the General Meeting convened on first notice, with no quorum required at the General Meeting convened on second notice. At the request of one-fifth of the Chamber’s members present at the Meeting, voting may be by secret ballot instead of open ballot.
  4. Resolutions of the General Meeting are signed by its Chairperson and Secretary elected at the Meeting.
  5. Subject to Art. 17.8, the Presiding Committee of the Management Board shall notify members of the Chamber in writing of the date, venue and agenda of the General Meeting at least 21 days prior to the date of the Meeting. The notification may be in electronic form, provided that a Chamber’s member has agreed in writing to receive notifications in electronic form and has given the address to which such notification should be sent. The notification date is the day of sending registered mail or an email message.
  6. Resolutions may be adopted on matters not included in the agenda provided that all members of the Chamber are present at the General Meeting.
  7. General Meetings are called to order by the President of the Management Board or, in his absence, by another member of the Management Board, who shall order the election of the Chairperson and the Secretary of the Meeting.
  8. One-fifth of the Chamber’s members have the right to request that particular matters be placed on the agenda of the next General Meeting. The request should be submitted to the Presiding Committee of the Management Board at least 14 days prior to the date of the General Meeting. The request may be submitted in electronic form. The Presiding Committee of the Management Board shall consider each correctly submitted request and notify members of the Chamber immediately, but no later than 10 days prior to the date of the General Meeting, of any changes to the agenda, in the form specified in Art. 17.5.

Article 18

  1. An Extraordinary General Meeting is convened by the Presiding Committee of the Management Board on its own initiative, at the request of the Audit Committee or at the request of one-fifth of the Chamber’s members.
  2. The Extraordinary General Meeting should be held within five weeks from the date of the request and should consider the specific matters for which it was convened. The request should contain the proposed agenda and draft resolutions.
  3. One-fifth of the Chamber’s members may convene a General Meeting if it is not convened by the Presiding Committee of the Management Board within the time limit specified in Art. 17.1 and Art. 18.2.
  4. The provisions of Art. 17.2–8 of these Bylaws apply accordingly.

Article 19

The powers and responsibilities of the General Meeting are to:

  1. Approve the agenda of the Meeting,
  2. Adopt the Rules of Procedure for the General Meeting by way of a resolution,
  3. Adopt the election procedures for the Management Board and the Audit Committee by way of a resolution,
  4. Appoint and remove members of the Management Board and the Audit Committee,
  5. Adopt a long-term action plan for the Chamber by way of a resolution and to evaluate performance against the plan,
  6. Formulate guidelines for the Chamber’s governing bodies on the implementation of the tasks defined in these Bylaws,
  7. Review and approve the annual reports of the Management Board on the Chamber’s activities and the annual reports of the Audit Committee referred to in Art. 29.2 of these Bylaws,
  8. Review and approve the annual financial statements of the Chamber and decide on the appropriation of profit or coverage of loss,
  9. Grant discharge to the members of the Management Board and the Audit Committee in respect of their performance of duties,
  10. Consider appeals against decisions of the Chamber’s governing bodies submitted to the General Meeting,
  11. Adopt the Bylaws and any amendments thereto by way of a resolution,
  12. Adopt resolutions on the dissolution of the Chamber,
  13. Adopt the rules, amounts and payment dates in respect of admission fees and annual membership fees by way of a resolution,
  14. Consider complaints from members of the Chamber concerning the activities of the Management Board and the Audit Committee,
  15. Adopt the rules for membership of the Chamber by way of a resolution.


· SECTION VI

Management Board

Article 20

The Management Board is the executive body of the Chamber, reporting to the General Meeting.

Article 21

  1. The Management Board consists of 8 to 11 members appointed by the General Meeting for a joint term.
  2. Voting by secret ballot, the Management Board elects from among its members the President and two Vice Presidents of the Management Board, who serve as the Presiding Committee of the Management Board over the joint term of the Management Board.
  3. The mandate of a Management Board member expires upon their death, removal from office, termination of membership of the Chamber or expiry of the authorisation to represent the member of the Chamber who they represented on their appointment date.
  4. If the number of Management Board members falls below the minimum number specified in Art. 21.1, the Presiding Committee of the Management Board will immediately convene a General Meeting to elect a new member of the Management Board. If the mandate of a Management Board member expires, but the number of Management Board members does not fall below the minimum number specified in Art. 21. 1, the Presiding Committee of the Management Board should convene a General Meeting to elect a new member of the Management Board. If the Presiding Committee fails to convene a General Meeting as specified in the second sentence, the agenda of the next General Meeting will include a by-election. If the mandate of a Management Board member has expired due to their removal from office by the General Meeting, a new member of the Management Board may be elected during the same General Meeting.
  5. Participation in the meetings of the Management Board and the Presiding Committee of the Management Board is uncompensated.

Article 22

1. The Management Board meets on an as needed basis but at least once every three months.

  1. Management Board meetings are convened by the President of the Management Board or, in his absence, by a Vice-President of the Management Board on behalf of the Presiding Committee of the Management Board, pursuant to relevant resolutions of the Chamber’s governing bodies or at the request of at least one-third of the Management Board members.
  2.  Management Board meetings are chaired by the President of the Management Board or, in his absence, by a Vice-President. In the case of an equality of votes, the President of the Management Board will have the casting vote.
  3. Management Board members must be notified of a meeting in writing at least 7 days prior to its date. The notification may be in electronic form, provided that a Management Board member has agreed in writing to receive notifications in electronic form and has given the address to which such notification should be sent.
  4. The minutes of a Management Board meeting are signed by the Management Board member chairing the meeting. A member of the Management Board having a dissenting opinion on a matter considered by the Management Board may submit the grounds for the opinion, which should be attached to the minutes of the meeting.
  5. The Management Board may pass resolutions by written ballot or using means of remote communication. The application of such a procedure must be justified, and the draft resolution must first be presented to all members of the Management Board.
  6. The procedure referred to in Art. 22.6 does not apply to the appointment or removal of members of the Presiding Committee of the Management Board or to the matters referred to in Art. 23.9 and Art. 23.14–20.
  7. All resolutions adopted in accordance with the procedure specified in Art. 22. 6 must be presented at the next Management Board meeting, together with the voting results.

Article 23

The powers and responsibilities of the Management Board are to:

  1. Manage the Chamber’s activities in accordance with the law, these Bylaws and the General Meeting’s guidance and resolutions,
  2. Adopt an annual action plan, financial plan and budget for next year,
  3. Present to the General Meeting planned key areas of activity and financial management policies as well as financial reports and reports on the Chamber’s activities,
  4. Manage the Chamber’s assets and funds,
  5. Adopt internal rules and regulations of the Chamber, except as reserved to the General Meeting and the Audit Committee,
  6. Appoint special standing or temporary committees as the Management Board’s auxiliary bodies, with their remits to be defined in the rules adopted by the Management Board by way of a resolution,
  7. Hire the Chamber’s employees,
  8. Establish the Rules of Procedure for the Chamber’s Office,
  9. Consider appeals against decisions of the Presiding Committee of the Management Board regarding membership of the Chamber,
  10. Adopt the Rules of Procedure for the Management Board,
  11. Adopt resolutions regarding the Chamber’s collaboration with and membership of domestic and international organisations, including resolutions to establish and coordinate such collaboration,
  12. Undertake other activities not reserved to the General Meeting or the Audit Committee,
  13. deleted
  14. Appoint and dissolve the Court of Arbitration operating at the Chamber,
  15. Adopt the Bylaws of the Court of Arbitration by way of a resolution,
  16. Adopt the Rules of Procedure for the Court of Arbitration by way of a resolution,
  17. Appoint and remove the President of the Court of Arbitration,
  18. Appoint and remove the Secretary and Vice Presidents of the Court of Arbitration at the request of the President of the Court of Arbitration,
  19. Appoint and remove the Chairperson and members of the Board of the Court of Arbitration,
  20. Recommend arbitrators to the Board of the Court of Arbitration,
  21. Receive current and periodic information about the activities of the Court of Arbitration,
  22. Establish, dissolve or suspend the activities of the Business Mediation Centre,
  23. Adopt the Bylaws of the Business Mediation Centre, Rules of Procedure for the Business Mediation Centre, and any amendments thereto,
  24. Appoint and remove the Chairperson of the Business Mediation Centre,
  25. Appoint and remove the Deputy Chairperson of the Business Mediation Centre at the request of the Chairperson of the Business Mediation Centre,
  26. Receive information on the activities of the Business Mediation Centre and the annual report on its activities.

Article 24

  1. The Presiding Committee of the Management Board manages the activities of the Chamber between Management Board meetings.
  2. The division of responsibilities between members of the Presiding Committee of the Management Board is set out in the Rules of Procedure for the Presiding Committee adopted by the Presiding Committee by way of a resolution and approved by the Management Board.
  3. Presiding Committee members may be removed from office at any time. A resolution to remove a member of the Presiding Committee requires a majority of two-thirds of votes cast by all Management Board members.

Article 25

Resolutions of the Presiding Committee are passed by a simple majority. In the case of an equality of votes, the President of the Management Board will have the casting vote.

Article 26

  1. The powers of the Presiding Committee of the Management Board cover all matters related to day-to-day activities of the Chamber not reserved to the General Meeting, the Management Board or the Audit Committee.
  2. Two members of the Presiding Committee of the Management Board acting jointly are authorised to make declarations of will and sign up to commitments on behalf of the Chamber.
  3. The Presiding Committee of the Management Board may appoint attorneys-in-fact, specifying in detail the scope of their powers of attorney.
     

Article 27

The Presiding Committee of the Management Board meets on an as needed basis. 

 

· SECTION VII

Audit Committee

Article 28

  1. The Audit Committee consists of 3 to 5 members appointed by the General Meeting.
  2. Members of the Audit Committee may not serve as members of the Chamber’s other governing bodies.
  3. The mandate of an Audit Committee member expires upon their death, removal from office, termination of membership of the Chamber or expiry of the authorisation to represent the member of the Chamber who they represented on their appointment date. 
  4. If the number of Audit Committee members falls, the provisions of Art. 21.4 apply accordingly.
  5. The Audit Committee elects the Chairperson, the Deputy Chairperson and the Secretary from among its members.

Article 29

The powers and responsibilities of the Audit Committee are to:

  1. Exercise ongoing supervision of the Chamber’s activities, particularly its financial management, to ensure they are rational, correct and compliant with applicable laws, these Bylaws and General Meeting resolutions,
  2. Submit to the General Meeting annual reports on its activities, assessments of the Chamber’s financial and non-financial activities and requests for granting discharge to Management Board members in respect of their performance of duties,
  3. Submit to the Management Board or the Presiding Committee of the Management Board during meetings comments and requests on matters related to the Chamber’s activities.

Article 30

The operating procedures of the Audit Committee, including the procedure for dealing with matters under its consideration, are set out in the Rules of Procedure adopted by the Audit Committee by way of a resolution.

Article 31

In performing its duties, the Audit Committee may use the services of appraisers, experts and auditors.

Article 32

Audit Committee members may attend the meetings of the Chamber’s governing bodies in an advisory capacity.

Article 33

The Audit Committee may request that a meeting of the Presiding Committee of the Management Board or a plenary meeting of the Management Board be convened. In this case, the meeting should be held no later than 12 days after the date of the request, which must be made in writing.

 

· SECTION VII a

Court of Arbitration

Article 33a

A permanent Court of Arbitration (arbitration tribunal) may operate at the Chamber to resolve disputes over property rights and other rights that may be subject to a court settlement, except for alimony- or child support-related cases.

 · SECTION VII b

Business Mediation Centre

Article 33b

A Business Mediation Centre may operate at the Chamber to resolve through mediation disputes over property rights and other rights that may be subject to a court settlement.

 

· CHAPTER VIII

Assets and financial management

Article 34


1. The Chamber’s assets comprise real estate, movables, funds and other property rights.

2. The funds are created from the following:

1) Admission fees paid by members of the Chamber,
2) Membership fees,
3) Revenue generated by the Chamber’s assets,
4) Subsidies, inheritances, gifts, donations and bequests from other persons and institutions;
5) Other receipts.
 

Article 35

  1. The Chamber may create special-purpose funds in accordance with applicable laws and pursuant to Management Board resolutions.
  2. The special-purpose funds not used in a given year are carried forward to the following year.

Article 36

1. The Chamber’s operating costs are covered from revenues listed to in Art. 34.

2. The Chamber keeps its accounts in accordance with applicable laws and these Bylaws.
 

Article 37

The budget of the Chamber for a given calendar year is adopted by the Management Board by way of a resolution at the request of the Presiding Committee of the Management Board. A budget for the year should be adopted before the end of the preceding year.
 

· SECTION IX

Amendments to the Bylaws and dissolution of the Chamber

Article 38

Resolutions to amend these Bylaws or dissolve the Chamber are adopted by the General Meeting by a two-thirds majority in the presence of at least two-thirds of the members entitled to vote on first notice or by a two-thirds majority with no quorum required on second notice.

Article 39

1. When adopting a resolution to dissolve the Chamber, the General Meeting shall concurrently appoint the liquidator and decide on the distribution of the Chamber’s assets remaining after the dissolution. Such resolution must be notified to the National Court Register.
2. If no funds are available to cover the costs of liquidation, such costs will be paid for by the Chamber’s members in accordance with the rules defined by the Management Board and approved by the General Meeting.