STATUTE

of Polish Power Transmission and Distribution Association (PTPiREE)
Consolidated text adopted by 9th National Assembly in Poznan on 2 July 2013

 

CHAPTER 1
GENERAL PROVISIONS

§ 1

“Polish Power Transmission and Distribution Association” hereinafter referred to as “the Association” is an association within the meaning of the Act of 7 April 1989 "Law on Associations" and has full legal personality.

§ 2

The Association shall operate in Poland and it shall be based in Poznan.

§ 3

The Association may be a member of national and international associations and organizations with the same or similar scope of activities.

§ 4

For the contribution to the Association and to the power sector, the Association may award PTPiREE badge of honour and other awards, according to the Regulations.

 

CHAPTER 2
OBJECTIVES AND MEANS OF OPERATION

§ 5

The objectives of the Association include:

  1. Acting for the comprehensive development and rational use of networks and devices designed for transmission and distribution of electricity.
  2. Initiating, promoting and using technical and organizational progress in the transmission and distribution of electricity.
  3. Supporting the development of the electricity market.
  4. Representing the interests of the operators of electricity distribution and transmission systems in their contacts with public authorities, operators of the power sector, media and international organizations.
  5. Taking action to balance the interests of power companies and their customers.
  6. Providing economic analyses related to the transmission and distribution of electricity.
  7. Providing tariff analyses and proposing guidelines for changes in this area.
  8. Organizing and coordinating assistance for power companies and related individuals experiencing temporary financial difficulties
  9. Participating in assessing draft legislation, in accordance with the applicable regulations in this area.

§ 6

The means of operation shall include:

1. Any statutory activities aimed at implementing the tasks specified in § 5 and resulting from specific interests of members, in particular:

a)    representing the interests of Association members, related to the transmission or distribution of electricity,
b)   submitting initiatives to the competent authorities and organizations,

2. Business activities supporting the statutory objectives of the Association, as specified in the classification of the Central Statistical Office, upon registering them the in the competent court.

 

 

CHAPTER 3
MEMBERS, THEIR RIGHTS AND RESPONSIBILITIES

§ 7

The Members of the Association shall include:

  • Founding Members
  • Ordinary Members
  • Supporting Members
  • Honorary Members
  • Extraordinary Members,

§ 8

The Founding Members of the Association are Polish citizens having higher technical, economic or legal education, professionally involved in transmission and distribution of electricity, who participated in the process of establishing the Association. The Founding Members shall have all the rights of Honorary Members.

§ 9

An Ordinary Member of the Association may be a Polish citizen or a foreigner, including persons residing outside Poland, who is a member of the management of a company (companies) based in Poland and involved in the transmission or distribution of electricity, or a member of the Executive Offices of the Association, recommended by two members of the Association, who are holders of at least two years of membership. Term ‘member of the management of a company (companies) ‘ shall mean a person employed as officers, directors, deputy directors, main specialists and managers of regional units.

§ 10

Ordinary Members shall have the following rights:

  1. to take part in elections and be elected to the authorities of the Association,
  2. to take part in Assemblies and Meeting of the Association,
  3. to enjoy the benefits of the Association, according to member’s abilities and on terms specified by the Management Board.

§ 11

Ordinary Members shall have the following responsibilities:

  1. to actively participate in the activities of the Association
  2. to comply with the provisions of the Statute, regulations and resolutions of the authorities of the Association,
  3. to regularly pay contributions in the specified amount.

§ 12

  1. The Management Board shall admit new members to the Association, upon receiving a written declaration of the candidate, submitted with an opinion of a member of the Management Board and after paying the entry fee.
  2. When the membership is refused by the Management Board, the candidate may appeal to the National Assembly of the Association.

§ 13

  1.  The Ordinary Membership shall expire as a result of:
  1. voluntary resignation from the Association, declared in writing,
  2. failure to pay membership fees for more than three months,
  3. termination of professional activities of a member in the area of transmission or distribution of electricity, subject to provisions of. sec. 2  below
  4. a binding decision of the Disciplinary Panel of the Association
  1. The Management Board may decide on continued membership of a person who terminated his/her professional activities specified in 1 c) hereinabove, upon request of this person, submitted within 1 month from the date of such termination.

§ 14

  1. A Supporting Member may be a legal person holding a license for transmitting or distributing electricity.
  2. The Management Board shall admit a legal person as a new Supporting Member by a resolution of the Board issued in response to a written declaration.
  3. Supporting Members operates in the Association via representatives assigned in writing.

§ 15

The Supporting Membership shall be entitled to enjoy the benefits of the Association, according to member’s abilities and on terms specified by the Management Board.

§ 16

The Supporting Membership shall expire as a result of:

  1. voluntary resignation from the Association, declared in writing,
  2. withdrawing the membership by the resolution of the Management Board, due to changed scope of activities of the member or loss of its legal status,
  3. failure to pay the annual contribution within 6 months of announcing its amount.

§ 17

  1. A Honorary Member may be a natural person who contributed significantly to the development of the transmission or distribution of electricity.
  2. The title of Honorary Member shall be awarded by the National Assembly of the Association responding to the request of the Management Board of the Association and issuing a resolution adopted by simple majority.
  3. The Founding Members fulfilling the provisions of § 13 sec 1c) shall become Honorary Members.

§ 18

  1. Honorary Members shall have the following rights:
  1. to be elected to the authorities of the Association,
  2. to participate in assemblies and meetings of the Association without voting rights,
  3. to enjoy the benefits of the Association, according to member’s abilities and on terms specified by the Management Board.
  1. Honorary Members shall be exempted from paying membership fees.
  2. Honorary Members shall observe the provisions of the Statute, regulations and resolutions of the authorities of the Association.

§ 19

  1. An Extraordinary Member may be an Ordinary Members, whose membership expired due to reasons specified in § 13 sec. 1 c) or a person recommended by a Supporting Member
  2. The title of Extraordinary Member shall be awarded by the Management Board of the Association responding to the request of the member and issuing a resolution adopted by simple majority.

§ 20

  1. Extraordinary Members shall have the following rights:
  1. to be elected to the authorities of the Association,
  2. to participate in assemblies and meetings of the Association without voting rights,
  3. to enjoy the benefits of the Association, according to member’s abilities and on terms specified by the authorities of the Association.
  1. Extraordinary Members shall regularly pay 50% of membership fee payable by Ordinary Members.
  2. Extraordinary Members shall observe the provisions of the Statute, regulations and resolutions of the authorities of the Association.

§ 21

The Extraordinary Membership shall expire due to:

  1. voluntary resignation from the Association, declared in writing,
  2. failure to pay membership fees for a period longer than 3 months,
  3. a binding decision of the Disciplinary Panel of the Association.

 

CHAPTER 4
AUTHORITIES OF THE ASSOCIATION AND THEIR COMPETENCES

§ 22

The authorities of the Association shall consist of:

  1. National Assembly of the Association
  2. Management Board
  3. Audit Committee
  4. Disciplinary Panel

§ 23

The highest authority of the Association shall be the National Assembly of the Association, which may be ordinary or extraordinary.

§ 24

The competences of the National Assembly of the Association shall include:

  1. defining main directions of the activity of the Association,
  2. evaluating and approving the reports of the Management Board, Audit Committee and Disciplinary Panel,
  3. approving financial reports of the Association,
  4. adopting resolutions on distributing or covering the net financial result of the Association,
  5. granting of discharge to the leaving Management Board, as requested by the Audit Committee,
  6. determining the number of members of the Management Board, Audit Committee and Disciplinary Panel for a given term,
  7. electing the President of the Association and members of the Management Board from candidates who meet the conditions referred to in § 29 sec. 2,
  8. assigning the members of the Audit Committee and Disciplinary Panel,
  9. granting and cancelling the Honorary Membership  and honorary titles,  as requested by the Management Board or Audit Committee,
  10. adopting resolutions to amend the Statute of the Association,
  11. adopting resolutions to dissolve the Association and further manage its assets,
  12. cancelling the resolutions of the Management Board,
  13. adopting resolutions concerning all matters raised by the Management Board, Audit Committee and adopting resolutions on the disposal and lien on real property owned by the Association and its business units,
  14. processing appeals against the decisions of the Disciplinary Panel,
  15. specifying the PTPiREE awards, honours and other distinctions.

§ 25

The National Assembly shall be convened by the Management Board, on its own initiative or at the request of the Audit Committee or at least 50% of the ordinary members, not later than 3 months from the date of submitting the request.

§ 26

  1. The National Assembly shall elect the President, who shall present the agenda, appoint the recording clerk, who may be a person from outside the Association. The presidents shall confirm the legitimacy of the Assembly.
    Minutes of the National Assembly shall be signed by the chairman and recording clerk.
  2. The resolutions of the National Assembly shall be adopted by simple majority of votes at the first term of the Assembly, at the presence of at least half of the ordinary members or delegates, while at the second term, by simple majority regardless of the number of participants, excluding the cases specified in § 24 sec. 10 and 11.

§ 27

  1. The Assembly shall gather Ordinary Members with voting rights and the following participants without voting rights: Founding Members, Honorary Members, Extraordinary Members and invited guests.
  2. When the number of Ordinary Members exceeds two hundred, the National Assembly may be attended by delegates who are Ordinary Members. The decision on the procedure of the Assembly shall be made by the Management Board.
  3. Absent Ordinary Members, who have voting rights, may vote through their representatives authorized in writing. A representative may be only another member of the Association. The authorisation of the representative   shall be submitted to the Chairman of the Assembly.

§ 28

The date, place and agenda of the National Assembly shall be communicated to the Members by the Management Board at least 2 weeks before the date of the Assembly.

§ 29

  1. The Management Board shall consist of 3-11 members, including the President and two Vice-Presidents.
  2. A candidate for member of the Management Board shall be a member of the management board of the entity which is a Supporting Member, and shall be recommended by the management board of the Supporting Member.
  3. Within 30 days of its election, the Management Board shall elect two Vice-Presidents from its own members.
  4. When the number of the Management Board members falls below three, due to resignation or other reasons, the Management Board shall convene the National Assemble, not later than 3 months from this event, in order to complete its own composition.
  5. The Management Board shall manage all the affairs of the Association.
  6. The Management Board of the Association at the request of the President shall appoint the Director of the Association Office.

§ 30

  1.  The competences of the Management Board of the Association shall include:
  1. defining main directions of substantive, organizational and financial activities of the Association,
  2. specifying the scope of authorisations of the Director of the Association Office,
  3. granting and recalling proxies,
  4. specifying the amount of the entry fee and membership fees,
  5. granting the Ordinary Membership,
  6. granting the Extraordinary Membership,
  7. submitting the requests to the National Assembly for granting the Honorary Membership,
  8. appointing and cancelling the business units of the Association, including the appointment and dismissal of their managers,
  9. adopting resolutions to join other associations and national or international organisations, including commercial companies,
  10. acquisition and disposal of shares in commercial companies,
  11. granting PTPiREE awards, honours,
  12. applying to the competent authorities for granting state awards, ministerial honours and other distinctions,
  13. defining the responsibilities and tasks of  the Management Board Members,
  14.  supervising the work of the Office.
  1.   In matters referred to in sub-sections 1 a-k, the resolution of the Management Board shall be required.

§ 31

  1. The resolutions of the Management Board are adopted by a simple majority of votes of at least half of the members of the Board, including the President or one of the Vice-Presidents.
  2. The meetings of the Management Board shall be held as needed, but at least once per quarter and shall be convened by the President of the Association or by a designated the Vice-President.
    The Director of the Office may participate in meetings of the Management Board.
  3. Voting on matters covered by the meeting agenda of the Management Board may be held by mail or electronically, provided that all members agree to this form of voting.

§ 32

  1. The Audit Committee shall consists of 3-5 members, who shall elect a chairman and a secretary from among themselves.
  2. When the number of the Audit Committee members falls below three, due to resignation or other reasons, the Management Board shall convene the National Assemble, not later than 3 months from this event, in order to complete the composition of the Audit Committee.
  3. The Audit Committee shall be appointed to inspect the substantive, organizational, financial and business activities of the Association.
  4. The competencies of Audit Committee shall include - in the absence of statutory duty - adopting resolutions on auditing financial reports by an independent auditor and selecting this auditor  for each case.
  5. During the National Assembly, the Audit Committee shall  submit the report from its operations and a request for granting of discharge to the Management Board.

§ 33

  1. The Disciplinary Panel shall consists of 3-5 members, who shall elect a chairman and a secretary from among themselves.
  2. When the number of the Disciplinary Panel members falls below three, due to resignation or other reasons, the Management Board shall convene the National Assemble, not later than 3 months from this event, in order to complete the composition of the Disciplinary Panel.
  3. The Disciplinary Panel shall be appointed to settle disputes between members and between members and the authorities of the Association.
  4. The basis for terminating the membership as a result of the decision of the Disciplinary Panel shall be:
  1. committing a criminal offense intentionally by a member,
  2. acting to the detriment of Association
  3. failure of the member to provide a performance bond for his/her membership duties

§ 34

  1. The functions in the authorities of the Association shall be performed for free, subject to provisions of sec. 2 below
  2. The President or one of the members of the Management Board may receive remuneration for performing his/her function in the period of appointment. In this case, a contract of employment with the President or one member of the Management Board shall be signed by the Chairman of the Audit Committee. The remuneration of the President or one member of the Management Board shall  be established by the Audit Committee, upon the request of the Management Board.

§ 35

  1. The Director of the Association Office shall perform the executive function and shall be held responsible for it to the Management Board of the Association.
  2. The Director of the Association Office shall act in accordance with granted authorisations .

§ 36

  1. The Management Board shall represent the Association in the court and outside the court.
  2. The following persons shall have the right to make representations on behalf of the Association individually: the President, the Vice-Presidents, a Proxy, in case of joint commercial proxy – proxies jointly and the Office Director  authorised by the  Management Board.

 

CHAPTER 5
ELECTORAL REGULATIONS

§ 37

  1. The term of office of the authorities of the Association shall be 5 years.
  2. The President, members of the Management Board, Audit Committee and Disciplinary Panel shall be elected  in secret voting.
  3. The election shall be carried in accordance with the rules adopted by the Assembly, implemented by the Election Committee elected in open voting.
  4. All Ordinary Members shall have active and passive voting rights.
  5. Honorary Members, Founding Members and Extraordinary Members shall have  the passive voting right but not the active.
  6. In the case referred to in § 27 sec. 2 the election of delegates to the Assembly shall be carried out in accordance with the rules listed below:
  1. the Management Board shall organize the election of delegates in their own specified constituencies.
  2. one delegate mandate shall be assigned to each group (even incomplete) of five members in each constituency,
  3. any Ordinary or Honorary Member may be nominated as a delegate,
  4. the right to nominate candidates for delegates shall be granted to all the Ordinary and Honorary Members of the Association,
  5. course of the election in each constituency shall reported in a written protocol signed by the responsible persons
  6. other matters shall be regulated by the election rules adopted by the Management Board of the Association

 

CHAPTER 6
ASSETS OF THE ASSOCIATION

§ 38

In order to implement its statutory tasks, the Association may dispose of assets obtained through:

  1. the entry fee and contributions of Ordinary, Extraordinary and Supporting Members ,
  2. donations and legacies,
  3. a business activity, as specified in the classification of the Central Statistical Office, upon registering them the in the competent Court,
  4. incomes from the assets of the Association .

§ 39

Managing the assets of the Association  shall be the responsibility of the Management Board except for the matters referred to in § 24 par. 11.

§ 40

The financial year of the Association  shall coincide with the calendar year.