OF THE EMPLOYER’S ASSOCIATION
„LODZistics” – Logistics Business Network of Central Poland
1. The Employers’ Association „LODZistics” – Logistyczna Sieć Biznesowa Polski Centralnej, hereinafter referred to as the „Association”, is an organisation of employers conducting business activity in the logistic industry and employers – entities interested in the development of the logistic industry.
2. The Association is also entitled to use the English equivalent of its business name in the form of: “„LODZistics” – Logistics Business Network of Central Poland”.
3. In the scope of its statutory activities, the Association is independent of public administration authorities, local governments, political organisations and other organisations.
4. The Association acts on the basis of the Act of 23 May 1991 on Employers’ Organisations
(Journal of Laws No. 55, item 235, as amended).
5. Under the decision of the General Meeting the Association may establish and join federations and confederations of employers’ associations as well as join international organisations of employers.
1. The Association acts on the territory of the Republic of Poland and abroad.
2. The registered office of the Association is located in Kutno.
The Association has been established for an indefinite period of time.
BASIC PURPOSES AND TASKS OF THE ASSOCIATION AND WAYS AND FORMS OF ITS IMPLEMENTATION
1. The basic purpose of the Association is to:
a) take actions to develop the logistic industry in the region of Central Poland (NUTS PL1),
b) create conditions for effective transfer of knowledge and technology between science and business practice in logistics,
c) promote good practices in the field of logistics,
d) support Members of the Association in solving organisational and legal problems related to their business activities.
2. The tasks of the Association include in particular:
a) protecting rights and representing the interests of Members of the Association before public administrative authorities, trade unions of employees, social and economic organisations as well as professional self-governments,
b) establishing cooperation in the field of broadly understood logistics to achieve the effect of synergy by combining and using the potential of all Members of the Association,
c) stimulating innovation in the logistic industry and related industries by facilitating access to knowledge and aid related to the transfer of technology between science and business practice in logistics, including ecological solutions connected with the improvement of the energy efficiency of products and services offered by the Members of the Association,
d) building awareness of national and local government authotities in Central Poland of the role of this region as an important logistic centre in Central and Eastern Europe and taking initiatives together with the above-mentioned entities in order to constantly increase the economic attractiveness of this region,
e) cooperating with state and local government institutions in the scope of the preparation of strategic documents concerning the social and economic development of the region of Central Poland and issuing opinions on infrastructure investments in the region,
f) implementing a regional approach to the improvement of traffic in order to achieve positive economic, social and environmental effects,
g) participating in projects of the revitalisation of areas in the region of Central Poland, striving for sustainable development of the region in the economic, social and environmental context through the development of good practices in logistics and supply chain management,
h) developing modern transport solutions to meet challenges related to the supply chain management in the 21st century, such as e.g. intermodal transport, RFS system in air transport, eco-driving,
i) using the potential of the region of Central Poland as a link between EU countries and Eastern Europe and Asia,
j) indicating the possibilities of obtaining EU funds for the implementation of investments connected with the inclusion of Central Poland in trans-European transport corridors of
k) coordinating and pursuing to ensure coherence between the needs and challenges connected with the economic development of the region of Central Poland and administrative decisions,
l) developing a modern communications platform for the exchange of information and integration of activities between public authorities and institutions, logistic companies, developers, planners of infrastructure and spatial planning development, management boards of special economic zones, investors, higher education facilities and other entities concerned by the statutory activities of the Association,
m) undertaking regular activities in the scope of regional marketing, including e.g. promoting the attractiveness of the region, organising consultations with potential investors, preparing lectures, seminars and conferences,
n) determining quantitative and qualitative needs of the labour market in relation to logistic staff; developing educational profiles, programmes of studies, trainings and professional trainings for both operating and managing staff working in logistics,
o) activation of the the unemployed, developing the possibilities of staff retraining and employment in logistics in cooperation with public and non-public institutions acting in the labour market,
p) developing research and scientific activities of higher education facilities by coordinating research programmes for the development of innovation and competitiveness of logistics and industries cooperating with it in the region of Central Poland,
q) cooperating with educational institutions in the scope of adapting the educational offer to current needs of the regional labour market of Central Poland in the field of logistics,
r) carrying out the internationalisation of activities by establishing supranational cooperation with foreign organisations supporting the achievement of statutory purposes of the Association,
s) respecting the rules of fair competition.
3. The Association shall achieve its purposes and fulfil its tasks by:
a) cooperating with public administration bodies, trade unions, social and economic organisations, professional self-governments in order to create appropriate conditions for conducting business activities by Members of the Association,
b) influencing the legislation by issuing opinions on applicable regulations and preparing legislative acts regarding the scope of activities of the Association,
c) making legislative demands,
d) organising trainings, seminars, conferences and other forms of exchange of views and experiences,
e) conducting researches, storing and transferring information in the scope related to the Members of the Association,
f) supporting the cooperation between research centres and business practice,
g) supporting obtaining patent protection in relation to research results,
h) acquiring external funds, including EU funds, in relation to the statutory activity,
i) creating conditions for amicable settlement of disputes between the Members of the Association,
j) respecting the rules of fair competition.
4. The Association is entitled to enter into cooperation agreements with other employers’ associations if their statutes and activities correspond to the basic purposes and tasks specified herein.
5. The Association is entitled to establish and join federations or confederations of employers as well as to joint international organisations of employers.
6. In order to achieve its statutory purposes, the Association is entitled to conduct business activity, establish foundations or funds and participate in other economic ventures.
MEMBERSHIP IN THE ASSOCIATION
1. The following types of Membership are distinguished:
a) ordinary membership,
b) contributing membership,
c) honorary membership.
2. An employer conducting a business in the logistic industry, engaged in organisations connected with logistics or supporting the development of logistics may become an ordinary member.
3. A natural person, legal person, organisational unit without legal personality, but having legal capacity under separate act, operating in any field connected with broadly understood logistic issues may become a contributing member.
4. A natural person who contributed to the development of Logistics in the region of Central Poland may become an honorary member.
5. Honorary membership is granted by the General Meeting at the request of the Board of the Association.
6. The Board of the Association is entitled to accept entities as ordinary and contributing member at the written request of these entities in accordance with adopted regulations.
7. If the Board refuses to accept applicants as members of the Association, pursuant to adopted regulations they may appeal against the decision within 30 days after the receipt of the decision to the General Meeting that will consider the refusal at the next meeting. The decision of the General Meeting referred to in the preceding sentence is however final and binding.
RIGHTS OF THE MEMBERS OF THE ASSOCIATION
1. Members of the Association are entitled to:
a) participate in the activities of the Association and its authorities,
b) benefit from the support of the Association in all matters included herein,
c) access all information concerning the Association,
d) file motions in relation to the activity of the Association.
2. Contributing and honorary members do not have active or passive voting rights in the structures of the Association. They can participate in the session of the authorities of the Associations in an advisory capacity.
DUTIES OF THE MEMBERS OF THE ASSOCIATION
1. Members shall:
a) comply with the statutes of the Association and resolutions and regulations adopted by the authorities of the Association,
b) pay fees on time,
c) provide the authorities of the Association with all information necessary for the activity of the Association, except for information being a trade secret,
d) protect the good reputation of the Association with Member’s actions and attitude.
2. The provisions specified in section 1 point b shall not apply to contributing and honorary members.
TERMINATION OF MEMBERSHIP IN THE ASSOCIATION
1. The membership in the Association is terminated if:
a) a member resigns from the membership in the Association,
b) the Association is dissolved,
c) a member is excluded from the Association as a result of:
• cessation of business activity,
• opening of the liquidation proceedings or declaration of liquidation bankruptcy,
• failure to pay the membership fee for the period of 3 months after the payment date in spite of two requests for payment,
• actions to the detriment of the Association,
• flagrant infringement of the provisions of the statutes or resolutions of the authorities of the Association.
2. The declaration concerning the resignation from the membership in the Association shall be submitted by a member to the Management Board in writing.
3. The exclusion of a member from the Association shall take place under the resolution of the Board adopted at the request of the Management Board by the majority of 2/3 of votes.
4. A member may appeal against the resolution of the Board on the exclusion to the General Meeting.
5. A member is suspended from the rights and obligations in the period between the adoption of the resolution by the Board and the adoption of the resolution by the General Meeting.
AUTHORITIES OF THE ASSOCIATION
1. The authorities of the Association are:
a) General Meeting,
b) Board of the Association,
c) Management Board.
GENERAL MEETING OF THE ASSOCITION AND ITS DUTIES AND RESPONSIBILTIES
1. The General Meeting is the highest authority in the Association.
2. Members of the Association represented by appointed representatives shall take part in the General Meeting. Each member of the Association is entitled to appoint one representative.
3. The General Meeting shall be convened once a year by the Management Board of the Association.
4. The General Meeting shall be convened by registered letter or letter delivered by courier, sent at least two weeks before the date of the Meeting. Instead of registered letter or letter delivered by courier, notifications may be sent to members by en e-mail if they gave their written consent and specified the address at which such notification should be sent. A member who receives this notification sent by an e-mail should immediately confirm the receipt thereof.
5. The Extraordinary General Meeting may be convened at any time in particularly justified cases at the request of one of the groups of applicants mentioned below:
a) 1/3 members of the Association,
b) Board of the Association,
c) Management Board.
6. The Extraordinary General Meeting shall be convened by the Management Board of the Association within a month from the date of the submission of the request to convene the Extraordinary General Meeting.
7. At least half of the members entitled to vote shall participate in the General Meeting convened on the first date whereas on the date to which it has been postponed (at least an hour after the first Meeting)the General Meeting may effectively deliberate and adopt resolutions, regardless of the number of members present.
8. Each ordinary member of the Association has one vote at the General Meeting.
9. The duties and responsibilities of the General Meeting include:
a) appointing members of the Board of the Association,
b) dismissing members of the Board of the Association prior to the end of the term of office and suspending them from office for important reasons,
c) adopting operational programmes and plans of the Association,
d) adopting amendments to the statutes,
e) reviewing and approving annual statements of the Board of the Association,
f) adopting resolutions to dissolve the Association and distribute its property,
g) adopting the regulations of the General Meeting and amendments thereto,
h) determining the amount of membership fees.
10. The General Meeting shall express its intent in the form of resolutions.
11. Resolutions of the General Meeting shall be adopted by the simple majority of votes.
12. Voting at the General Meeting shall be open unless otherwise specified herein or in the resolution of the General Meeting.
13. Voting on matters of the appointment and dismissal of the authorities of the Association shall be secret.
BOARD OF THE ASSOCIATION AND ITS DUTIES AND RESPONSIBILITES
1. The Board of the Association is a body supervising the activities of the Management Board and controlling financial activities of the Association.
2. The Board of the Association shall consist of at least 5 up to 20 representatives representing the members of the Association.
3. The term of office of members of the Board of the Association shall last 3 years and expire on the day of the first General Meeting convened after the end of this period.
4. The Chairperson shall be chosen from among the members of the Board by the simple majority of votes.
5. The expiry of the term of office of members of the Board of the Association may take place due to:
a) the end of the term,
b) the dismissal by the General Meeting,
c) the resignation from the office in the Board,
6. The meeting of the Board shall take place at least twice a year and shall be convened by the chairperson of the Board.
7. The Board shall express its intent in the form of resolutions.
8. The Board may adopt resolutions if all of its members are invited to the meeting.
9. The chairperson or a member of the Board indicated by the chairperson shall chair the meeting of the Board.
10. The exclusive competences of the Board are:
a) adopting resolutions to accept entities as new members of the Association,
b) appointing the Management Board and the President of the Management Board, except for the first composition of the Management Board that is appointed by the Meeting of Founder Members,
c) dismissing members of the Management Board and suspending them from the office for important reasons specified in § 8 point 1c,
d) controlling and supervising activities of the Management Board of the Association,
e) reviewing and approving annual reports on the activity of the Management Board and financial statements,
f) carrying out substantive and financial examination of documents of the Association and reviewing the property of the Association,
g) appointing an statutory auditor to carry out the audit of financial statements of the Association,
h) adopting and amending the regulations of the Board.
11. Resolutions of the Board of the Association shall be adopted by the simple majority of votes. In case of an equal number of votes, the chairperson of the Board of the Association or a Member of the Board of the Association chairing the meeting of the Board shall have a deciding vote.
MANAGEMENT BOARD OF THE ASSOCIATION AND ITS DUTIES AND RESPONSIBILITIES
1. The Management Board shall consist of 3 to 5 representatives of members of Association.
2. A member of the Management Board shall not be a member of the Board of the Association at the same time.
3. The term of office of members of the Management Board shall last 3 years and expire on the day of the first General Meeting convened after the end of this period.
4. The expiry of the term of office of members of the Management Board of the Association may take place due to:
a) the end of the term,
b) the dismissal by the Board of the Association,
c) the resignation from the office in the Management Board,
d) the loss of the capacity to perform acts in law,
5. The meeting of the Management Board shall take place at least once a quarter.
6. The meeting of the Management Board shall be convened by the President on his/her own initiative or at the request of another member of the Management Board.
7. The President, or in case of his/her absence a member of the Management Board appointed by him/her, shall chair the meeting of the Management Board.
8. The duties and responsibilities of the Management Board shall include:
a) conducting current activities of the Association and representing the Association before third parties,
b) implementing resolutions adopted by the General Meeting and the Board of the Association,
c) submitting annual reports on the activity of the Management Board and financial statements to the Board of the Association,
d) adopting the regulations of the Management Board and amending them,
e) acquiring funds for the statutory activity of the Association,
f) keeping the register of the members of the Association,
g) making decisions on financial matters , including those concerning the sale and purchase of fixed assets and intangible assets of the Association, taking credits, taking and granting loans and sureties,
h) appointing and dissolving committees, teams and other collective bodies, supervising their activities, approving their chairpersons and members as well as approving their regulations,
i) inviting employers to join the Association,
j) appointing and dismissing the Director of the Office of the Association.
9. Two members of the Management Board, including the President of the Management Board, acting jointly are authorised to make declarations of intent on behalf of the Association and incur financial liabilities.
10. A prior consent of the Board of the Association is required to incur financial liabilities exceeding the amount of 500,000.00 zł.
OFFICE OF THE ASSOCIATION
1. The activities of the Office of the Association shall be managed by the Director of the Office.
2. The Director of the Office shall be employed by the President of the Association who shall agree the components and the amount of remuneration with the Management Board.
3. The Director of the Office shall be directly responsible to the Management Board of the Association.
4. The Director of the Office shall coordinate the activities of the Office as stipulated by the Management Board and in accordance with the Statutes and resolutions of other authorities of the Association.
5. The Director of the Office has the right to participate in the meetings of the authorities of the Association in an advisory capacity and with the right to file motions.
6. The Director of the Office shall not be a member of the Board of the Association or the Management Board of the Association.
PROPERTY OF THE ASSOCIATION
1. The property of the Association comes from membership fees, donations, inheritances, bequests, the Association’s own business activity, income derived from the organisation’s property, subsidies and subventions obtained in accordance with relevant provisions of law.
2. In order to achieve its statutory purposes, the Association may conduct its business activity, establish foundations and participate in other economic ventures.
3. Income from business activity conducted by the Association shall be used to achieve statutory purposes and shall not be divided between members.
4. As part of its property, the Association may set up special purpose funds intended for the fulfilment of statutory tasks.
1. The resolution to amend the statutes of the Association shall be adopted by the General Meeting by the majority of 2/3 of votes.
2. The resolution to dissolve the Association shall be adopted by the General Meeting by the simple majority of votes in the presence of at least half of members.
3. The resolution to dissolve the Association should specify the liquidation method, liquidators and the purpose for which the property of the Association will be used.
4. The provisions of the Act on Employers’ Organisations and other relevant regulations shall apply to all matters not settled herein.