Statute

The Chamber of Fund and Asset Management – hereafter referred to as Chamber - is a chamber of commerce associating fund management companies and brokerages whose sole activity is the investment advice or the management of portfolios which includes one or more financial instruments.

The Chamber can use the abbreviation “IZFiA”.

The Chamber has legal personality and operates pursuant to the Act on Commercial Chambers of 30 May 1989 (i.e. Journal of Laws 2019, Item 579, as amended), Article 70 of the Act on Investment Funds and Managing Alternative Investment Funds of 27 May 2004 (i.e. Journal of Laws 2018, Item 1355, as amended) and provisions of this Charter.

The head office of the Chamber is in Warsaw and the Chamber operates in Poland.

The Chamber can be a member of international organizations whose range of activity is similar to the activity of the Chamber.

1. The objective of the Chamber is to represent the fund and asset management sector, i.e. investment fund companies and brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments. The Chamber carries out activities that aim at supporting the development of the economy, especially the capital and money markets in Poland, promoting the knowledge of economy and the functioning of investment funds, the capital and money markets in Poland and in the world.
2. The Chamber has the following tasks:
   1. establishment and codification of the principles of honest business practice and the accepted practices in the operation of investment funds;
   2. establishment and codification of standards for the presentation of investment fund results;
   3. establishment and codification of standards for the investment fund advertisements;
   4. defining the standards of investment fund information documents;
   5. supervision of the observance of the standards established by the Chamber and the principles of fair competition on the investment fund market.
   6. representing the fund management companies and brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments.
   7. defining the standard for presentation of information on individual components of investment fund investments.
      
      The regulations adopted by the Chamber pursuant to items 1)-4) and 7) shall hereunder be referred to as the standards of the Chamber
3. The Chamber fulfills its objectives mainly by:
   1. preparing analyses and evaluation of legal projects that are important for the development of the economy and the members of the Chamber, investment funds’ participants, distributors of participation units, financial and transfer agents, custodians and other companies other than brokerage agents that manage investment fund assets;
   2. representing the standpoint of the members of the Chamber in front of national bodies, national administration and mass media;
   3. (on the basis of other legal regulations) participating in the preparation of bills dealing with the functioning of the economy, especially those concerning the functioning of investment funds and brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments and the regulation of the capital and money markets;
   4. evaluating the implementation and functioning of legal regulations as described in point 3;
   5. appointing its representatives (whenever requested by national bodies) to participate in the work of conselling and consulting institutions dealing with investment fund companies and brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments, capital and money markets;
   6. giving opinion on issues dealing with asset management, the activity of fund management companies, customs and situations existing in that area that can become a threat to the secure and effective operation of the funds;
   7. being a member of international organizations representing environment of the investment funds and assets management;
   8. organizing meetings and conferences on current problems related to the operation of investment funds and on the newest technological solutions dealing with the activity of fund management companies and brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments;
   9. preparing methods of improving the quality of services provided by investment funds and by brokerages that are solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments and standards of services for fund participants;
   10. supporting research on investment fund market and asset management;
   11. gathering information on the situation of the investment fund market, the projected threats and development opportunities; passing the information and the analysis made on its basis to the members of the Chamber;
   12. developing and improving the professional ethics of specialists, investors and people professionally connected with the asset management market and investment funds in Poland;
   13. supporting initiatives of local, economic and professional government in issues related to the Chamber;
   14. supporting the development process of the capital and money market and the economic activity;
   15. gathering and promoting information about the members of the Chamber and their activity;
   16. cooperating with national and foreign organizations and associations dealing with investment funds as well as other representations of institutions and participants of local and foreign financial markets;
   17. creating the possibility of arbitrational and conciliatory settlement of disputes between the members of the Chamber.
   18. organizing training on issues pertaining to the operation of the financial market, including the investment fund and asset management market.
4. The Chamber can undertake commercial activities.

1. The Membership in the Chamber is voluntary.
2. The membership in the Chamber is restricted to investment fund management companies and brokerages that solely engage in the investment advice or the management of portfolios which includes one or more financial instruments.
   2a.       Chamber Members are guided by the overriding interest of the current and potential members of investment funds and undertake to respect the principles of free competition, including care for equal opportunities for all investment fund companies, in particular with respect to regulations created and products offered.
3. In addition, supporting entities may participate in the work of the Chamber, in an advisory capacity, providing services involving keeping a register of investment fund participants represented by investment fund management companies (“Supporting Entities”).

4. Universal fund companies within the meaning of Article 8 item 8 of the Act on Organization and operation of Pension Funds of 28 August 1997 (i.e. Journal of Laws of 2018, Item 1906, as amended) (“Universal Fund Companies”) may participate in the Chamber’s work in 2020 in an advisory capacity.

    

1. Membership in the Chamber is acquired when the General Assembly of Chamber Members adopts a resolution to accept a new Chamber Member.
2. The General Assembly of Chamber Members passes a resolution on the membership during the first meeting after receiving an application from the interested party, but no later than 30 days after the date of the application. The resolution is adopted after asking for the Board’s opinion referred to in § 15 sec. 7 item 1) of the Statute..
3. Rejection of the application for the Member of the Chamber is possible only due to an important reason, about which the mover is informed.

1. Membership in the Chamber may be suspended if it is found that a Chamber Member fails to comply with the obligations set forth in §10 of the Statute, in particular with one or more standards of the Chamber.
2. Membership in the Chamber is suspended by the power of a resolution adopted by the Board of the Chamber setting out the suspension period or the conditions, which must be met for the Member’s suspension to be lifted. A resolution on suspension due to a failure to observe the standards will be adopted by the Board of the Chamber based on a report from the Ethical Committee.
3. Suspension of a Chamber membership causes:
4. a) expiration of mandates of the Chamber Member’s representatives in its bodies;
5. b) during the suspension period – deprivation of the possibility to exercise the voting right at the General Assembly of Chamber Members, the right to stand for election to the Chamber’s bodies and other rights resulting from membership in the Chamber.
6. A membership suspension has no effect on the Member’s duties set forth in § 10 of the Statute.

1. Membership in the Chamber can cease under the following circumstances:
   1. the member has presented a statement about leaving the Chamber; in this case, the Membership ceases on the day when the Management of the Chamber receives the statement,
   2. withdrawal or expiry of the permission to carry out activities by the fund management company or brokerage solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments; in this case, the membership ceases on the day when the permission was withdrawn or expired.
   3. a brokerage solely engaged in the investment advice or the management of portfolios which includes one or more financial instruments obtains permission for other activities; in this case, the membership ceases on the day when the permission is granted.
2. The ceasement of the Membership of the Chamber is based on the resolution of the General Assembly of the Chamber Members:
   1. undertaken of their own initiative or on the proposal of the Management of the Chamber in case when the Member does not pay the membership fee during two subsequent payment periods, at the end of the second payment period,
   2. adopted based on a recommendation from the Board of the Chamber to the General Assembly of Chamber Members to exclude a Member due to the Chamber Member’s failure to comply with the duties set forth in §10 of the Statute.

1. The Chamber Members have the right to:
   1. participate in all work and initiatives undertaken by the Chamber,
   2. take initiative in the activity of the Chamber by resolutions presented to the General Assembly of the Chamber Members;
   3. exercise the active voting right to the Chamber organs,
   4. receive, free of charge, all publications, studies and analyses prepared by the Chamber,
   5. represent, based on authorizations of the Management, the standpoint of the Chamber on issues stated in the authorization,
   6. demand help from the Chamber in carrying out justified proposals and initiatives, that are related with the statutory objectives of the Chamber,
   7. submit motions for an audit to be carried out by the Ethical Committee.

1. The Members of the Chamber are obliged to:
   1. conform to the articles of the Chamber’s Statute and conscientiously execute the resolutions of the General Assembly of the Chamber Members and the decisions of the Management of the Chamber,
   2. do not impair the good name of the Chamber and its image on the financial markets,
   3. provide help to the Chamber to help it achieve its statutory objectives,
   4. support the Chamber in all initiatives undertaken,
   5. provide the Chamber with all necessary information, required for its work, unless the information is a commercial or professional secret of the Member,
   6. pay Membership fees as required.
   7. conform to the standards defined by the Chamber under § 5 sec. 2 of the Statute.

1. Participation of Supporting Entities in the work of the Chamber is voluntary, based on a written declaration of participation filed with the Management of the Chamber. The decision about the admitting a Supporting Entity to participation in the Chamber’s work is made by the Board of the Chamber in the form of a resolution, no later than within 30 days of the date the application is filed. A refusal to admit an entity to participate in the Chamber’s work may only be issued for important reasons, which are communicated to the applicant.
   
   1a. the Board of the Chamber adopting a resolution to terminate participation of a Supporting Entity in the Chamber’s work.
   
2. The participation of a Supporting Entity in the work of the Chamber terminates in the case of:
   1. voluntary decision of the Supporting Entity on the basis of a written representation filed with the Chamber’s Management Board,
   2. liquidation,
   3. default in payment of the declared support fees.
3. The participation of a Supporting Entity in the work of the Chamber terminates on the basis of a resolution of the Chamber’s Supervisory Board adopted on own initiative or on the motion of the Chamber’s Management Board in the event of default in payment of the support fees for two consecutive payment periods.
4. Supporting Entities have the right to participate in all the works and initiatives undertaken by the Chamber and to submit motions and comments to the Chamber’s Management Board.
5. Supporting Entities have the right to receive free of charge all publications, studies and analyses prepared by the Chamber and use the help of the Chamber in execution of justified motions and initiatives within its statutory objectives.
6. Supporting Entities do not have the right to vote in elections or the right to be elected for the Chamber’s governing bodies.

1. Participation of Universal Fund Companies in the work of the Chamber is voluntary, based on a written declaration of participation filed with the Management of the Chamber. The decision about the admitting a Universal Fund Company to participation in the Chamber’s work is made by the Board of the Chamber in the form of a resolution, no later than within 30 days of the date the application is filed. A refusal to admit an entity to participate in the Chamber’s work may only be issued for important reasons, which are communicated to the applicant.
   
   1a. the Board of the Chamber adopting a resolution to terminate participation of a Universal Fund Company in the Chamber’s work.
2. The participation of a Universal Fund Company in the work of the Chamber terminates in the case of:

• transformation of the Universal Fund Company into an Investment fund management company,
• the end of the year 2020,
• voluntary decision of the Universal Fund Company on the basis of a written representation filed with the Chamber’s Management Board,
• liquidation,
• default in payment of the declared support fees.

3. The participation of a Universal Fund Company in the work of the Chamber terminates on the basis of a resolution of the Chamber’s Supervisory Board adopted on own initiative or on the motion of the Chamber’s Management Board in the event of default in payment of the support fees for 30 days.
4. Universal Fund Companies may participate in all the work and all initiatives undertaken by the Chamber and use the help of the Chamber in execution of justified motions and initiatives within its statutory objectives.
5. Universal Fund Company do not have the right to vote in elections or the right to be elected for the Chamber’s governing bodies.

1. The Authorities of the Chamber are the following:
   1. General Assembly of the Chamber Members,
   2. Board of the Chamber
   3. Management of the Chamber,
   4. Internal Control Committee,
      
      1a.       The General Assembly appoints the Ethical Committee, which operates pursuant to the rules defined in accordance with § 19a of the Statute and the bylaws adopted by the Ethical Committee.
      
      
2. The General Assembly of Chamber Members may appoint a Chamber Court and at the same time define the rules of its functioning.

1. The General Assembly of the Chamber Members is the highest authority of the Chamber. The General Assembly of the Chamber Members is competent to pass resolutions, in particular concerning:

   1. acquiring and ceasing membership in the Chamber,

   2. appointing and dismissing Members of the Board of the Chamber,
   3. shall be repealed,
   4. appointing and dismissing the Members of the Internal Control Committee,
      4a. appointing and dismissing members of the Ethical Committee,
   5. passing resolutions on the Regulations dealing with the activity of the Board of the Chamber, Internal Control Committee and the Management of the Chamber and the regulations on the General Assembly of the Chamber Members
   6. accepting the annual report of the Management of the Chamber on the activity of the Chamber, approving the financial statement of Camber and providing the Management of the Chamber with the note of approval,
   7. accepting the annual report of the Board of the Chamber on the activity of the Board of the Chamber and providing the Board with the note of approval,
   8. establishing the Chamber Court and adopting Bylaws governing its operation,
   9. changes to the Chamber’s Statute,
   10. termination of the Chamber,
   11. starting a commercial activity and the type of commercial activity.

1. The Chamber’s Management Board convenes the General Assembly of the Chamber Members at least once per half a year, on its own initiative, on the written motion of the Chamber’s Supervisory Board or at least 1/4 of the Chamber’s Members, notifying all of the Chamber’s Members about its date and time, place and proposed agenda by electronic mail with acknowledgement of receipt, by courier or by fax, 14 days before the date of the Meeting.
2. If the Management of the Chamber does not call the General Assembly of the Chamber Members within the period stated in point 1, or after written conclusion stated in point 1, the Board of the Chamber calls the General Assembly of the Chamber Members.
3. The General Assembly of the Chamber Members, approving the financial statement of the Chamber, takes place four months after the end of the calendar year at the latest.
4. Shall be repealed,
5. With the exception of § 21 point 1 and § 22 point 1, The General Assembly of the Chamber Members can pass resolutions with an ordinary majority of votes in the presence of at least half of the Chamber. The ordinary majority means that the number of votes given for the proposal being voted should be bigger than the number of votes against, abstentions not counted.
6. A Supporting Entity may participate in the Chamber’s Member Meetings in an advisory capacity.
7. A Universal Fund Company may participate in the Chamber’s Member Meetings in an advisory capacity. 

1. The Board of the Chamber consists of members elected by the General Assembly of Chamber Members by way of voting by the following groups:

1)    group I, which consists of the Members, in which, as at the date of convening the General Assembly of Chamber Members, the parent company within the meaning of Art. 4 §1 item 4(a) of the Polish Commercial Company Code Act of 15 September 2000 (consolidated text of 2020, Item 1526, as amended) is a domestic bank, foreign bank or a credit institution within the meaning of the Polish Banking Law Act of 29 August 1997 (consolidated text in Journal of Laws of 2020, Item 1896, as amended),

2)    group II, which consists of PFR TFI S.A. in Warsaw and the Members, in which, as at the date of convening the General Assembly of Chamber Members, the parent company within the meaning of Art. 4 §1 item 4(a) of the Polish Commercial Company Code Act of 15 September 2000 (consolidated text of 2020, Item 1526, as amended) is a domestic insurance company or a foreign insurance company within the meaning of the Polish Insurance and Reinsurance Activity Act of 11 September 2015 (consolidated text in Journal of Laws of 2020, Item 895, as amended),

3)    group III consisting of the Members other than PFR TFI S.A. in Warsaw and the Members and those in which, as at the date of convening the General Assembly of Chamber Members, the parent company within the meaning of Art. 4 §1 item 4(a) of the Polish Commercial Company Code Act of 15 September 2000 (consolidated text of 2020, Item 1526, as amended) is not a domestic bank, a foreign bank or a credit institution within the meaning of the Polish Banking Law Act of 29 August 1997 (consolidated text in Journal of Laws of 2020, Item 1896, as amended) and not a domestic insurance company or a foreign insurance company within the meaning of the Polish Insurance and Reinsurance Activity Act of 11 September 2015 (consolidated text in Journal of Laws of 2020, Item 895, as amended),

where, on the date of convening the General Assembly of Chamber Members, group I and II must have at least 5 Chamber Members each and group III must have at least 9 Chamber Members.

2. The Board of the Chamber consists of 10 members, where group I elects 3 members of the Board of the Chamber, group II elects 3 members of the Board of the Chamber and group III elects 4 members of the Board of the Chamber. Each group makes the election by an ordinary majority of votes of Members in each group present at the General Assembly of Chamber Members. In the event that a group has less Members than specified in sec. 1 above, the election of the Board of the Chamber members attributed to that group will be carried out by the General Assembly of Chamber Members by an ordinary majority of votes.
3. Members of the Board of the Chamber are elected for a 3-year term of office, where each year one member of the Board of the Chamber is elected within each group specified in sec. 1, with a proviso that in the case of group III, 2 Board of the Chamber members will be elected once in 3 years. The individuals who were previously members of Board of the Chamber may become candidates again. The term of office of the Board of the Chamber members elected in December 2020 will expire, for one of the Board of the Chamber members elected within each group, on the date of holding the General Assemblies of Chamber Members approving the Chamber’s financial statements for the year 2021, 2022, 2023 and, in the case of group III, the term of office of two Board of the Chamber members will expire on the date of holding the General Assembly of Chamber Members approving the Chamber’s financial statements for 2023. Only the individuals who are members of corporate bodies of Chamber Members may become members of the Board of the Chamber.
4. The Board of the Chamber passes resolutions during meetings. The Board of the Chamber may adopt resolutions following one of the procedures stipulated in § 20a. Subject to sec. 5, resolutions adopted by the Board of the Chamber are valid only if passed by an ordinary majority of votes in the presence of at least half the Board members in the course of a properly called meeting.
5. The Board of the Chamber adopts resolutions by a majority of 4/5 of the Board members in matters set out in sec. 7 items 1, 2, 4, 6 and 8.
6. The Board of the Chamber meets at least once per quarter.
7. Obligations of the Board of the Chamber include, but are not limited to:

• adopting resolutions to recommend Chamber Members to be accepted to or excluded from the General Assembly of Chamber Members,
• adopting resolutions to suspend Chamber Members,
• adopting resolutions to admit Supporting Entities or Universal Fund Companies to participation in the work of the Chamber and on termination of such participation,
• adopting standards of the Chamber,
• establishing annual and long-term action plans for the Chamber,
• defining the key assumptions for the Chamber’s key positions, priorities for the activity of the Chamber and the Management of the Chamber,
• issuing opinions on the Chamber’s draft budget,
• appointing and dismissing Members of the Management of the Chamber,
• exercising constant supervision over the activity of the Management of the Chamber,
• representing the Chamber in conclusion, amendment and termination of agreements with members of the Management of the Chamber.

8. Mandates of the Board of the Chamber members expire on the date the General Assembly of Chamber Members approves the financial statements of the Chamber for the most recent full calendar year of the term of office, subject to sec. 9 and 10 below.
9. A mandate of a Board of the Chamber member, who ceased to serve on a corporate body of a Chamber Member during the Board of the Chamber’s term of office or has tendered a resignation from the Board of the Chamber or where the Chamber Member represented by that member has been suspended under § 7a of the Statute or its membership in the Chamber ceased under § 8 of the Statute, will expire on the date of holding the next General Assembly of Chamber Members. The Management of the Chamber will convene the General Assembly of Chamber Members promptly, no later than within 30 days of the date such member ceases to serve or tenders a resignation, or the Board of the Chamber adopts a resolution to suspend the Chamber Member or the General Assembly adopts a resolution to exclude the Member from the Chamber. In this case, the General Assembly of Chamber Members does not have to adopt a resolution to dismiss the member of the Board of the Chamber. supplementary elections to the Board of the Chamber are held during the same General Assembly of Chamber Members.
10. Where a mandate of a member of the Board of the Chamber expires, the term of office of the Board of the Chamber member elected in supplementary elections will expire at the end of the term of office of the Board of the Chamber member who he/she replaced.

1. The Management of the Chamber consists of one to two members – President and Vice-President of the Management of the Chamber, where the number is set by the Board of the Chamber. 
2. The Management of the Chamber is appointed and dismissed by the Board of the Chamber.
3. Management Board members shall be appointed for a joint term of office of 3 (three) years, subject to clause 6.
4. A member of the Chamber's Management Board may be removed at any time.
5. The mandate of a member of the Chamber's Management Board shall expire on the date of holding the General Assembly of Chamber Members approving the financial statements for the last full calendar year in which the member served on the Chamber's Management Board.
6. The mandate of a member of the Chamber's Management Board shall also expire upon death, resignation or removal of the member from the Chamber's Management Board.
7. In the event the mandate of a member of the Management of the Chamber expires before the end of the term of office, the Board of the Chamber will immediately elect a new member of the Management of the Chamber or decide that the Management of the Chamber will be composed of one person. The term of office of a member of the Management of the Chamber elected in supplementary elections elapses upon the end of the term of office of the other member of the Management of the Chamber. The previous clause will also apply when, during the term of office of the Management of the Chamber, the Board of the Chamber makes a decision to increase the composition of the Management of the Chamber and elects the second member of the Management of the Chamber.
8. In the event the mandates of all members of the Management of the Chamber expire before the end of the term of office, the Board of the Chamber will immediately elect the new Management of the Chamber. Until the date of electing the new Management of the Chamber, the Board of the Chamber will delegate a Board of the Chamber member to temporarily perform the duties of the Management of the Chamber.

1. The Management of the Chamber has, in particular, the following obligations:
   1. to represent the Chamber,
   2. to provide authorizations for third parties to represent the Chamber in particular issues,
   3. to manage the activities of the Chamber office,
   4. to organize the current activity of the Chamber, including such issues as signing employment agreements with the employees of the Chamber,
   5. to prepare an activity plan and a budget for the particular year for the Chamber,
   6. to prepare financial statements for the Chamber for the previous year,
   7. to execute resolutions of the General Assembly of the Chamber Members and the Board of the Chamber,
   8. current decision-making in the framework of the commercial activity carried out by the Chamber,
   9. keeping the ledgers of Chamber members.
   10. to coordinate the development and implementation of the standards of the Chamber.
2. Each member of the Chamber’s Management Board acting individually shall be authorized to make representations of will on the Chamber’s behalf. In the case of a one-person Management Board, the President of the Chamber’s Management Board acting individually and, in the case of a Management Board comprosed of more than one person, two members of the Chamber’s Management Board acting jointly, shall be authorized to conclude and terminate employment contracts.

1. The Internal Control Committee consists of three Members elected by the General Assembly of the Chamber Members for the term of two years, with the exception of the first term, which equals one year.
2. The Internal Control Committee is competent to supervise the current financial activity of the Chamber, to audit and provide opinions on the Chamber financial statements, as well as pass resolutions on:
   1. conclusions from the supervision of the current financial activity of the Chamber,
   2. Committee statements and the opinion on the financial statements,
   3. Elections of the auditor.
3. The Internal Control Committee passes resolutions during meetings. The resolutions of the Internal Control Committee are valid only if they have been passed with an ordinary majority of votes in the presence of all Committee members during a properly called meeting.
4. The statement of the Internal Control Committee on the results of the control carried out and from the audit of the financial statement is presented by the Committee to the General Assembly of the Chamber Members once in a calendar year, together with the Chamber financial statement.
5. The mandates of the Members of the Internal Control Committee expire on the date of the General Assembly of the Chamber Members that approves the financial statement of the Chamber for the last full calendar year of the term, subject to paragraph 6 and 7 below.
6. The mandate of the Member of the Internal Control Committee who resigned from membership of the Internal Control Committee, expires on the day of the next General Assembly of the Chamber. In this case, it is not obligatory for the General Assembly of the Chamber to provide a resolution about cancellation the Member of the Internal Control Committee. On the same General Assembly of the Chamber there are supplementary elections to the Internal Control Committee.
7. In the case of the expire the mandate of the Member of the Internal Control Committee the term of newly elected Member of the Internal Control Committee in supplementary elections, expires at the end of term of remaining Members of the Internal Control Committee.
8. In the case when the mandate of a Control Committee Member expires during the term of the Committee, the next General Assembly of the Chamber Members conducts supplementary elections. The term of an Internal Control Committee Member elected in such elections expires with the date of expiry of the term of the remaining Committee Members.

1. The General Assembly of Chamber Members appoints the Ethical Committee. On the proposal of at least half of the Chamber Members, the General Assembly of Chamber Members may appoint the Chamber Court.
2. The scope and the rules of the Chamber Court’s activity are established by the General Assembly of Chamber Members in a resolution on its appointment.

1. The Ethical Committee consists of seven members elected for a period of 3 years.
2. Each of the three groups referred to in § 15 sec. 1 of the Statute elects two members of the Ethical Committee from among persons of good reputation who are employees of a Chamber Member or remain in a mandate relationship with a Chamber Member and have significant professional experience in the application of regulations concerning investment funds. The General Assembly of Chamber Members elects the seventh, independent member of the Internal Control Committee from among persons who are certified legal advisers or attorneys and who have significant professional experience in the application of regulations concerning investment funds. The independent member will discharge the function of the Ethical Committee Chairperson.
3. Powers of the Ethical Committee include examining compliance of Chamber Members with the standards of the Chamber and adopting resolutions in the following matters:
4. a) adopting an annual report on the examination of Chamber Members and submitting it to the Board of the Chamber,
5. b) report of the Ethical Committee.
6. The Ethical Committee passes resolutions during meetings. Resolutions adopted by the Ethical Committee are valid only if they have been passed with an ordinary majority of votes in the presence of all Ethical Committee members during a properly called meeting. In the case of equal number of votes, the Chairperson’s vote shall prevail. The Ethical Committee may adopt resolutions following one of the procedures stipulated in § 20a.
7. The Ethical Committee will submit a report on examining Chamber Members to the Board of the Chamber once in a calendar year.
8. Mandates of Ethical Committee members expire on the date the General Assembly of Chamber Members approves the financial statements of the Chamber for the most recent full calendar year of the term of office, subject to sec. 7 and 8 below.
9. The mandate of an Ethical Committee member who resigned from his/her function in the Ethical Committee expires on the date of holding the next General Assembly of Chamber Members. In this case, the General Assembly of Chamber Members does not have to adopt a resolution to dismiss the member of the Ethical Committee. Supplementary elections to the Ethical Committee are held during the same General Assembly of Chamber Members.
10. Where a mandate of an Ethical Committee member expires, the term of office of the Ethical Committee member elected in supplementary elections will expire at the end of the term of office of the remaining Ethical Committee members.
11. The Ethical Committee acts on the basis of the bylaws it adopts.

1. In order to cover costs of the Chamber’s activity, all Chamber Members pay fees.

2. The fee for Chamber Members is set by the General Assembly of Chamber Members each year, for the new calendar year. 

3. The amount of the fee due from individual Chamber Members is calculated as follows:

   1. a) 50% of the Chamber’s budget for the next calendar year is divided equally between all Chamber Members;
   2. b) 25% of the Chamber’s budget for the next calendar year is divided equally between all Chamber Members, pro rata to the amount of the standalone gross operating revenues of the individual Chamber Members based on the most recent audited financial statements;
   3. c) 25% of the Chamber’s budget for the next calendar year is divided equally between all Chamber Members, pro rata to the amount of the standalone net profit of the individual Chamber Members based on the most recent audited financial statements;
   4. d) the maximum amount of the fee per Chamber Member is PLN 150,000 (one hundred fifty thousand Polish zloty). The amounts exceeding the maximum fee amount mentioned in the previous sentence will be divided equally between the Chamber Members, who have not exceeded the maximum fee amount.
      
      3a. In order to calculate the fee, Chamber Members are obliged to provide the Chamber with the necessary financial data.
      
      

4. In the event that the General Assembly of Chamber Members does not pass a resolution on the fee amount for the next calendar year, the Chamber Members pay the fees in the same amount as in the previous year.

5. The Chamber Members pay the annual membership fees by two equal payments, according to the rules approved by the General Assembly of the Chamber Members.
6. Termination of membership by submitting a statement by a Chamber Member in accordance with § 8. 1 point 1 of the Statute does not relieve the Chamber Member from the obligation to pay the fees (basic and additional) the full amount for the calendar year in which ceases membership in the Chamber. In this case, the provisions of paragraph 5 above shall apply accordingly.
7. The General Assembly of the Chamber Members establishes the rules of raising fees for newly accepted Chamber Members.
8. The Chamber’s assets are made up also of the monies coming from support fees, donations, inheritance, bequests, revenues from own operations and public charity.
9. The amount of the support fee declared by the Supporting Entity may not be lower than PLN 20,000 (twenty thousand Polish zloty) per calendar year. In the calendar year in which the resolution of the Chamber’s Supervisory Board referred to in § 11 Section 1 of the Chamber’s Charter is effective, the support fee shall not be lower than PLN 20,000 (twenty thousand Polish zloty).
10. The Supporting Entity pays the support fee within 30 days of the date of adoption of the Chamber’s Supervisory Board resolution referred to in § 11 Section 1 of the Chamber’s Charter. The Supporting Entity pays subsequent support fees by the end of the first quarter of the given calendar year. Submission, by the Supporting Entity, of the representation referred to in § 11 Section 2 Item 1 of the Chamber’s Charter, does not authorize the Supporting Entity to demand from the Chamber a refund of the support fee already paid for the calendar year during which the representation is submitted.
11. The amount of the support fee declared by a Universal Fund Company may not be lower than PLN 20,000 (twenty thousand Polish zloty) per calendar year. A Universal Fund Company pays the support fee within 30 days of the date of adoption by the Chamber’s Supervisory Board of the resolution referred to in § 11 Section 1 of the Chamber’s Charter. Termination of participation of a Universal Fund Company in the Chamber’s work under § 11a Section 2 of the Chamber’s Charter does not give the Universal Fund Company a claim for a refund of the support fee already paid from the Chamber.

1. Meetings of the General Assembly of Chamber Members, the Board of the Chamber, the Management of the Chamber, the Internal Control Committee and the Ethical Committee may also be held without the need for the representatives of Chamber Members, members of the Board of the Chamber, members of the Management of the Chamber, Internal Control Committee and Ethical Committee (respectively) to meet in one place, using telecommunication or audiovisual devices, which ensure simultaneous communication of all persons participating in the meeting. Such meetings are valid, provided that all Chamber Members (in the case of a General Assembly of Chamber Members) or (respectively) members of the Board of the Chamber, Management of the Chamber, the Internal Control Committee and the Ethical Committee, within the deadline specified in the Statute or in the applicable bylaws and with the quorum specified in the Statute.
2. Rather than convening meetings, teleconferences or audiovisual conferences, the Board of the Chamber, the Management of the Chamber, the Internal Control Committee and the Ethical Committee may adopt resolutions using a written procedure or using means of direct remote communication, including in particular by e-mail. Resolutions adopted in a written procedure will be valid provided that they are submitted for approval to all members of (respectively) the Board of the Chamber, the Management of the Chamber, the Internal Control Committee or the Ethical Committee within the deadline specified in the Statute or in the applicable bylaws and signed by at least half of the members of (respectively) the Board of the Chamber, the Management of the Chamber, the Internal Control Committee or the Ethical Committee, unless the Statute or the applicable bylaws provide for more stringent conditions relating to the required majority.

1. The liquidation of the Chamber takes place following a resolution of the General Assembly of the Chamber Members on the dissolution of the Chamber, passed by a majority of 2/3 votes in the presence of at least 2/3 of the total number of Chamber Members.
2. In the resolution on the dissolution of the Chamber, the General Assembly of the Chamber Members will describe the course of action of the liquidation and the designation of the Chamber property.
3. The President of the Chamber is the person responsible for the liquidation of the Chamber, unless the General Assembly of the Chamber Members establish another liquidator.
4. The property of the Chamber that remains after obtaining all liabilities and paying all dues is divided by the liquidator among the Chamber Members proportionally to the fees paid during the last year of the Chamber’s activity.

1. All changes to this Statute require a written form and a resolution of the General Assembly of Chamber Members, passed by a majority of 2/3 of votes in the presence of at least half of the total number of Chamber Members; any changes to the Statute related to financial management of the Chamber are passed by a majority of 2/3 of votes in the presence of at least 2/3 of the total number of Chamber Members.

2. Any matters not regulated by this Charter shall be governed by the Act on Commercial Chambers of 30 May 1989 (i.e. Journal of Laws 2019, Item 579, as amended), the Act on Investment Funds and Managing Alternative Investment Funds of 27 May 2004 (i.e. Journal of Laws 2018, Item 1355, as amended).