Statute of the QUALIPOL Association

 

QUALIPOL Association of Metal Surface Treatment Contractors

(consolidated text drawn up on April 12, 2002 with amendments adopted on February 6, 2006, March 15, 2016, September 21, 2017 and March 30, 2023)

(The binding document, constituting the basis for resolving disputes and possible claims, is the main version published in Polish)

Chapter I

General provisions

§1

Qualipol, the Association of Metal Surface Treatment Contractors, using the abbreviated name "QUALIPOL", is an association of domestic and foreign persons joining it on the terms set out below.

§2

The Association operates on the basis of the Act of April 7, 1989 - Law on Associations (Journal of Laws of April 10, 1989, as amended) and the provisions of this Statute.

§ 3

The seat of the Association is the city of Warsaw.

§4

The area of operation of the Association is the Republic of Poland. The Association can also pursue its goals abroad.

§5

The association acquires legal personality when the court decision on its registration becomes final and binding.

§6

The Association may be a member of national and international organizations with identical and similar statutory goals, provided that this does not violate the obligations arising from international agreements to which the Republic of Poland is a party.

Chapter II

Objectives and tasks of QUALIPOL

§ 7

The objectives and tasks of QUALIPOL include:

1. promoting the provision of high-quality services and the use of appropriate technologies in the production of metal products and their surface treatment;

2. promoting modern technologies of surface treatment of metal products as well as chemical products and paints used in these technologies;

3. exchange of information and experience as well as consultancy in the field of metal surface treatment;

4. shaping and disseminating the principles of ethics in the provision of metal surface treatment services, in particular the development and improvement of standards of fair conduct in economic transactions;

5. cooperation with other organizations and entities in related industries.

§ 8

QUALlPOL achieves its goals and tasks by:

1. organizing conferences, trainings and courses aimed at disseminating the latest methods of manufacturing metal products and their surface treatment and coating;

2. organizational, technical and financial support for QUALIPOL initiatives concerning the treatment of metal surfaces;

3. independent certification activities and the establishment, registration and operation of a body certifying the surface treatment of metal products as well as chemical products and paints used in this treatment;

4. creating teams of experts and problem committees whose task will be to define limits, parameters and technological standards in accordance with the applicable ISO and EN standards, as well as to determine the conditions and scope of security;

5. licensing and conducting license and approval inspections.

Chapter III

Members and their rights and obligations

§9

1. A member of the Association may be any domestic natural or legal person or entity without legal personality, as well as foreigners (natural and legal person or entity without legal personality), with or without a place of residence or registered office in the territory of the Republic of Poland.

2. Members of the Association are divided into:

1. ordinary members;

2. supporting members;

3. honorary members.

3. An ordinary member of the Association may be any natural person - a Polish citizen or a foreigner, with full legal capacity and full public rights, delegated by a Polish or foreign company that performs metal surface treatment, which is a manufacturer or supplier of raw materials, materials, semi-finished products and machines and equipment used in the metal surface treatment process, as well as a Polish or foreign company providing advisory or consulting services in the field of protective coatings. The enterprise delegating an ordinary member automatically becomes a supporting member.

4. Supporting members of the Association may be domestic or foreign organizational units without legal personality as well as domestic or foreign legal persons supporting the statutory activities of the Association and promoting a high standard of coatings on metal surfaces.

5. An honorary member may be any person who is particularly meritorious for the implementation of the statutory objectives of the association. The title of an honorary member is conferred by the General Meeting at the request of the Management Board. Honorary members do not have active and passive electoral rights to the authorities of the association. Honorary members have the right to participate in the QUALIPOL General Meeting and participate in the work and organizational life of the Association.

6. Acquiring the rights of an ordinary and supporting member takes place after submitting a written declaration to the Management Board and adopting a resolution of the Management Board on accepting the person concerned as a member. The interested party has the right to appeal to the General Meeting of Members against the resolution of the Management Board refusing to accept the membership within 30 days from the date of receipt of the resolution. Upon receipt of information about being accepted as a member of the Association, the new member pays a one-time registration fee and an annual membership fee in the amounts indicated by the Association.

7. Membership ceases as a result of:

1. death of a natural person or loss of legal personality by a legal person or loss of legal existence by a legal person;

2. voluntary written resignation, after settling all obligations towards the Association and after adopting the appropriate resolution by the Management Board;

3. exclusion from the group of members due to acting to the detriment of the Association. Exclusion takes place on the basis of a resolution of the General Meeting;

4. no payment of membership fees. Exclusion takes place on the basis of a resolution of the Management Board;

5. exclusion by a resolution of the Management Board due to non-compliance by a member of the Association with the provisions of the Statute, regulations and resolutions of the Association's authorities.

8. Membership of an ordinary member ceases when it is revoked by a supporting member.

9. The right of a member is:

1. participating in all statutory activities of the association;

2. using the graphic designation of the QUALIP0L association along with the information that the member is affiliated to the Association.

10. The member's obligation is:

1. complying with the provisions of the statute, regulations and resolutions of the association's authorities;

2. care for the good name of the Association;

3. timely payment of the registration and membership fee in the amount adopted by the General Meeting of the Association, excluding honorary members who do not pay such fees, excluding the President of the Management Board of the Association who does not pay such fee and excluding ordinary members whose fee is paid by a supporting member .

Chapter IV

QUALIPOL bodies

§ 10

1. The bodies of the QUALIPOL association are:

a. General Meeting,

b. Management Board,

c. Audit Committee.

2. Members of the Management Board and the Audit Committee, who are the authorities of the association, perform their functions on a voluntary basis. The Management Board may employ employees to conduct its affairs and represent it outside.

3. The term of office of the Association's authorities lasts 3 years, and their election is made by the General Meeting in a secret ballot. The mandates of Members of the Management Board and the Audit Committee expire on the day on which the General Meeting is held, granting discharge to members of the Association's authorities and approving reports on the activities of the Association's authorities.

4. In the event that the composition of the Management Board or the Audit Committee is reduced during the term of office, the remaining members of the body that has been reduced have the right to supplement the composition from among the members of the Association by way of co-option in accordance with the rules for adopting resolutions by this body. The number of persons co-opted during a given term of office may not exceed half of the number of members of a given body required by the Statute. The term of office of co-opted persons expires at the same time as the term of office of the other members of the body. If more than half of the members of the body need to be co-opted, the Management Board convenes a General Meeting to hold supplementary elections. The resignation of a member of the authorities from his function in the authorities of the Association means the expiry of his mandate in this body on the date of receipt by the body of the statement on resignation. The resignation shall be submitted in writing to the address of the Association.

5. a) Meetings of the Association's bodies may be held traditionally or in whole or in part remotely using electronic means of communication.

b) The decision to hold a meeting of the Management Board and the Audit Committee remotely is made by the entity authorized to convene the meeting. In the case of a General Meeting, the decision to convene the meeting remotely is made by the Management Board.

c) The notification of the meeting of the Association's body in remote form additionally contains a description of the method of participation and exercising the right to vote, in particular an indication of the communication tool.

d) Remote meetings, using electronic means of communication, are held with at least:

• Real-time transmission of the proceedings of the meeting;

• Real-time two-way communication, where a member of the Association's governing body may speak during the meeting.

e) Exercising the right to vote at a remote meeting takes place by casting an unambiguous vote during the transmission, during the time set aside for making a decision.

f) The course of voting is documented by recording or recorded in another way that allows verification of the vote.

6. Meetings of the Association's bodies are recorded. The minutes are signed by the chairman of the meeting and the recording clerk. Resolutions of the bodies of the Association are passed in an open vote, by a simple majority of votes in the presence of at least half of the total number of members of a given body of the Association, unless the Statute provides otherwise.

7. Members of the Association's bodies may adopt resolutions outside the meetings of the Association's bodies, by circulation, using means of electronic communication on the matters listed in sec. 8 and 9 below. The adoption of resolutions by circulation will take place under the conditions set out in the regulations.

8. Members of the Management Board and the Audit Committee may adopt resolutions outside meetings, by circulation, on the following matters:

a) Management Board:

• choice of the form of the General Meeting;

• selection of the form of the Management Board meeting;

• approval of the person's resignation from membership in the Association;

• expulsion of a member from the Association due to non-payment of registration or membership fees or due to being in arrears or delay with other payments to the Association;

• adopting draft plans of the Association's activities and budget estimates;

• applying for grants;

• setting the principles of employee remuneration;

b) Audit Committee:

• selection of the form of the Audit Committee meeting;

• submitting a request to the Management Board to convene a General Meeting;

• presenting conclusions and observations concerning the activities of the Association.

9. Members of the Association may adopt resolutions by circulation in the following matters:

a) granting and revoking the status of honorary member;

b) transfer of funds of the Association in the form of grants for social purposes;

c) adopting the rules of operation of the Association or its bodies;

d) consideration of an appeal against a resolution of the Management Board on the refusal to accept a given person as a member of the Association;

e) examining the appeal of a member of the Association against the decision of the Management Board;

f) exclusion of a member from the Association as a result of acting to the detriment of the Association;

g) supplementing the agenda of the General Meeting;

h) acceptance of proposals and the Management Board as to the amount of membership fees and other benefits for the Association,

i) adopting the program and work of the Association.

10. Circular meetings of the Association's bodies are held in the presence of at least half of the members of the Association. Resolutions adopted in this mode are adopted by a simple majority of votes, unless the Articles of Association provide otherwise. Resolutions are not adopted by circulation if a secret ballot has been ordered to adopt the resolution.

General Meeting

§ 11

1. The highest authority of the Association is the General Meeting.

2. The General Meeting may be ordinary or extraordinary.

3. The Ordinary General Meeting is convened by the Management Board every 12 months.

§ 12

1. The Extraordinary General Meeting is convened by the Management Board:

a. on own initiative,

b. at the request of the Audit Committee,

c. at the request of at least 1/3 of the total number of ordinary and supporting members of the Association.

2. A request to convene an Extraordinary General Meeting should be submitted to the Management Board in writing or in the form of an e-mail sent to the following address: This email address is being protected from spambots. You need JavaScript enabled to view it. with acknowledgment of receipt and should include justification and the proposed agenda.

3. The Management Board is obliged to immediately convene an Extraordinary General Meeting, setting its date not later than within 30 days from the date of receipt of the request, if it meets the conditions set out in section 1 and 2.

4. The General Meeting deliberates on matters for which it was convened, however, it is allowed to discuss other matters submitted during the General Meeting, provided that they have been included in the agenda on the basis of a resolution of the members of the Association adopted by a simple majority of votes.

§ 13

1. The notice of the General Meeting, specifying the agenda, mode of the General Meeting, place (in the case of a traditional meeting) and date, should be sent to all Members of the Association by e-mail with acknowledgment of receipt to the address indicated by the Member, within 4 weeks (28 days) before the scheduled date of the Meeting. If the Management Board does not receive a return acknowledgment of receipt of the notification within 7 days of sending it, it will resend it by registered mail with acknowledgment of receipt at least 10 days before the date of the Meeting.

2. If the agenda provides for changes to the statutes, the text of the proposed changes should be attached to the notification.

§ 14

1. Resolutions of the General Meeting, apart from the exceptions provided for in this Statute, are passed by a simple majority of votes in the presence of at least half of the members entitled to vote - in the first term and regardless of the number of those present - in the second term. Resolutions of the General Meeting adopted by circulation require the presence of half of the members of the Association. In the event of an equal number of votes of the members of the Association when adopting resolutions in any way, the vote of the President of the Association's Management Board is decisive.

2. Members of the Management Board do not participate in voting on the application for discharge and approval of the Association's activities.

3. Resolutions of the General Meeting, apart from the exceptions provided for in this Statute, are passed in an open vote, unless the General Meeting decides to hold a secret vote by a simple majority of votes present.

§ 15

1. The General Meeting is opened by the President or, in his absence, the Vice-President.

2. The General Meeting elects the Chairman of the Meeting and the Secretary from among its members.

3. The course of the General Meeting is recorded.

§ 16

The following attend the General Meeting:

a) ordinary members - with a casting vote,

b) honorary and supporting members - with an advisory vote.

§ 17

The powers of the General Meeting include:

a) adopting the program and basic principles of the Association's operation,

b) consideration and approval of reports on the activities of the Management Board and the Audit Committee,

c) granting discharge to the outgoing Management Board at the request of the Audit Committee,

d) adopting resolutions on amending the statutes and dissolving the Association,

e) conferring or depriving the dignity of an honorary member,

f) consideration of members' appeals against decisions of the Management Board,

g) accepting the proposals of the Management Board regarding the amount of membership fees and other benefits of members for the association,

h) approving the internal regulations of the Association's authorities.

Management Board

§ 18

1. The Management Board consists of 3 to 5 persons elected by the General Meeting from among ordinary members. The Management Board elects the President and the Vice-President from among its members.

2. Dismissals from the composition of the Management Board are made by the General Meeting on the basis of the adopted resolution.

3. Meetings of the Management Board are held when necessary.

4. Meetings are convened by the President, and in his absence by the Vice-President.

5. Resolutions of the Management Board are adopted by a simple majority of votes in the presence of at least half of the members, including the President or Vice-President. In the event of an equal number of votes, the vote of the President or, in his absence, of the Vice-President shall be decisive.

§19

1. The Board manages the activities of the association and represents it outside.

2. The Management Board operates on the basis of these Statutes and the Regulations of the Management Board adopted by the General Meeting.

§20

Declarations of will on behalf of the Association are made by two members of the Management Board jointly, including the President or Vice-President, however, in matters such as incurring liabilities, acquiring rights to the amount of PLN 50,000, the right to make declarations of will on behalf of the Association, the President of the Management Board is individually entitled and in this case the representation of the Association is single

Audit Committee

§21

1. The Audit Committee consists of 3 to 5 persons elected by the General Meeting.

2. The Audit Committee elects a Chairman from among its members.

3. Members of the Audit Committee may participate in meetings of the Management Board in an advisory capacity. Members of the Audit Committee may not perform other functions in the authorities of the Association or be employees of the Association

§ 22

The competences of the Audit Committee include:

a) carrying out current and annual inspections of the association's activities;

b) presenting to the General Meeting conclusions and observations regarding the current activities of the association, including business activities;

c) submitting to the General Meeting reports on the control of the association's activities together with motions to grant discharge to the Management Board;

d) expressing opinions relating to significant decisions of a property nature.

§ 23

1. The Audit Committee operates on the basis of these Statutes and the regulations adopted by the General Meeting.

2. Resolutions of the Audit Committee are adopted by a simple majority of votes in the presence of half of the members.

Chapter V

Financial management and assets of the Association

§24

The property of the Association consists of movables, real estate, cash and property rights.

§25

The income of the Association is:

a) proceeds from membership fees and other benefits of members;

b) proceeds from grants, donations, inheritances and bequests;

c) proceeds from business activity, which may be used for the implementation of statutory objectives;

d) income from the property of the association.

§26

1. The Association conducts business activity on the principles set out in separate regulations, in the form of an organizationally and financially separate establishment, operating on the basis of economic calculations.

2. The Association conducts business activities in the field of:

1) activities of commercial organizations and employers - 91.11.Z;

2) other activities supporting financial services, excluding insurance and pension funds - 66.19.Z;

3) lease of intellectual property and similar products, excluding works protected by copyright - 77.40.Z;

4) publishing books and periodicals and other publishing activities, excluding software - 58.1

5) other extracurricular forms of education not classified elsewhere - 85.59.B;

6) activities related to the organization of fairs, exhibitions and congresses - 82.30.Z;

7) advertising - 73.1

3. Income from economic activity is used to implement the statutory objectives of the Association and cannot be distributed among its members.

Chapter VI

Amendment of the Statute and dissolution of the Association

§ 27

1. A resolution on amending the Statute or dissolving the association may be adopted by the General Meeting by a majority of 2/3 of votes cast in the presence of at least half of the members entitled to vote.

2. The resolution on the dissolution of the association should specify the method of liquidation and the purpose for which the assets of the Association are to be used.

3. The resolution on the dissolution of the association should specify the method of liquidation and the purpose for which the assets of the association are to be used.

Chapter VII

Final Provisions

§28

1. This Statute was adopted at the Founding General Meeting of Members on June 15, 2000, which was confirmed by the participants of the meeting with their own signatures.

2. The financial year is the calendar year. 

3. The Association is established for an indefinite period.