Statute of Polish Franchise Organization

CHAPTER I
GENERAL PROVISIONS

§ 1

Employers’ organization called „The Polish Franchise Organization”, hereinafter referred to as “Organization”, is a voluntary, self-governed and independent organization, operating in the limits appointed in its statutes, associating employers – franchisors and employers – with the seats in the area of Poland.

§ 2

Organization is operating in the territory of the Republic of Poland. In order to appropriately accomplish its statutory goals Organization can be conducting activities beyond the territory of Poland.

§ 3

The seat of Organization is located in the capital city of Warsaw.

§ 4

The Organization operates on the basis of the Act of May 23, 1991 on employers’ organizations (Journal of Laws of 1991 No. 55, item 235 as amended) and the provisions of these Statute.

§ 5

Organization can use the Organization’s official seal, as well as have the Organization’s logo and a membership badge consistent with samples approved by the Organization’s Board.

§ 6

Organization can be a member of domestic and international organizations of the same or similar scope of activities.

§ 7

Organization is accomplishing its goals thanks to social activities of its members. Organization can also employ independent experts, as well as other employees to manage the affairs of Organization or in relation with Organization’s activities.

§ 8

In order to differentiate conducted activities based on franchise from other distribution systems, as well as to distinguish franchisors from other entrepreneurs, it is assumed that features distinguishing franchise, apart from characteristics specified in the Franchising Code of Ethics are i.e.

  1. durable, contractual relation binding the franchisor and the franchisee via agreement, from which results the franchisor’s obligation to transfer to the franchisee „know-how” in an on-going manner, throughout the entire agreement term, and which imposes on the franchisee the obligation to pay to the franchisor franchise charges or provide other services, in the manner agreed by the parties,
  2. economic, legal and organizational independence of the franchisee in relation to the franchisor (in the Polish legislative system it is reflected i.e. in case of franchising activities addressed to consumers – by the possession of the franchisee’s own fiscal cash registers).

CHAPTER II
ORGANIZATION’S GOALS, TASKS AND MEANS OF ACTIONS

§ 9

  1. The basic goal and task of the Organization is protection of rights and representing interests of associated members when dealing with institutions of government and state administration, local government, as well as other institutions and organizations, including institutions of international character. The tasks of the Organization comprise also representing interests of its members in dealing with employees’ trade unions.
  2. Tasks of the Organization include in particular:
    1. organization and supporting actions leading to the development of activities conducted in the form of franchise systems;
    2. expressing opinions of associated members on issues of legal regulation of principles for conducting economic activities, taxes, functioning of the financial and foreign currency market, foreign trade and any other regulations relating franchise systems, as well as initiating and preparing own projects and studies in this respect;
    3. developing and popularisation of standards related to conducting economic activities in the form of franchise system;
    4. formulating and popularisation of principles of ethics and standards of fair play in economic activities, in particular in activities based on franchise relations;
    5. organization of aid for members in solving their organizational problems, related to conducted economic activities based on franchise relations;
    6. upporting members in expanding their knowledge and upgrading their professional qualifications;
    7. representing collective interests of associated members towards the public and other groups of employers, as well as other associations, institutions and organizations.

§ 10

Organization is attaining its goals and accomplishing its tasks in particular via:

  1. undertaking initiatives in the aspect of development and popularisation of economic activities conducted in the form of franchise system, in particular by the organization of conferences, symposia, conventions, congresses, meetings, courses, lectures, exhibitions, fair, presentations and other assemblies;
  2. organising regular exchange of information, experience and knowledge between members;
  3. creating teams of experts, commissions and task forces;
  4. participating in conducting collective negotiations and in concluding collective labour agreements and other agreements, on the basis of principles defined in laws applicable in this respect;
  5. co-operating with and exchanging experience with domestic and foreign organizations associating entities conducting economic activities in the form of franchise system;
  6. delegating its representatives, in response to invitations of government and local government institutions, to take part in activities of consulting-advisory institutions;
  7. undertaking intervention in case members of Organization act inconsistently with knowledge, professional ethics and good commercial practises;
  8. supporting publishing activities popularising franchise systems;
  9. passing further on information delivered by members of Organization
  10. providing to members organizational and economic consulting services.

CHAPTER III
MEMBERS, ACQUISITION AND LOSS OF MEMBERSHIP, RIGHTS AND OBLIGATIONS

§ 11

A member of Organization can be a physical person or a corporate body being an employer, fulfilling the requirements specified by the Franchising Code of Ethics, whose significant subject of economic activities is granting franchise , having at least two franchisees.

§ 12

  1. Decisions on granting membership are made by the Organization’s Board following the review of application of an interested franchisor , in accordance with procedure stipulated in specific regulations.
  2. Entity applying for membership in Organization should submit the membership declaration along with all required attachments, including a document certifying its current legal status, pay the enrolment charge – the so-called „registration fee”, and deliver a written obligation to pay the membership premium, as well as complete any other formalities stipulated in specific regulations.

§ 13

  1. Board cannot refuse to grant membership to a franchisor who is meeting official and statutory requirements..
  2. In the event Board refuses to grant the membership in Organization, within 30 days from the receipt of negative decision the applicant has got the right to submit, via Board, the appeal to the General Members Meeting. The appeal will be reviewed by the next General Members Meeting. Resolution of the General Members Meeting accounting for the appeal is replacing the Board’s decision on granting of membership.

§ 14

  1. A member of Organization who is a physical person is fulfilling his rights and obligations in person, or via his lawfully appointed and authorised attorney.
  2. A member who is a corporate body is represented in the Organization by a physical person, authorised to represent a given corporate body.

§ 15

Members of Organization have got the right to:

  1. actively and passively elect the Organization’s authorities;
  2. participate in all forms of Organization’s activities;
  3. use all forms of the Organization’s aid.

§ 16

A member of Organization is obliged to:

  1. observe the provisions of the Franchising Code of Ethics, this Statutes, regulations and resolutions of the Organization’s authorities;
  2. participate in the accomplishment of the statutory Organization’s goals and tasks;
  3. observe the principles of ethics and good trading practise;
  4. take care of the Organization’s good name by his actions and conduct;
  5. regularly pay membership premiums;
  6. provide to the Organization’s institutions, upon their request, up-to-date information regarding the franchise systems.

§ 17

  1. Membership in Organization expires in the following cases:
    1. exclusion from Organization on the basis of resolution passed by the General Members Meeting, which can be passed if a member:
      1. is conducting activities contradicting the principles of ethics or good trading practices;
      2. is persistently breaching the obligations of the Organization’s member;
      3. is acting to the detriment of Organization;
    2. cancelling from the members list made by the Board in the following instances:
      1. voluntary member’s resignation from membership in Organization;
      2. cessation of franchise operations, or abandoning economic activities or cancelling from appropriate registers;
      3. arrears with payment of a membership premium for the term of at least six months, despite written reminder on payment of overdue premiums;
    3. liquidation of Organization or its dissolution related to the decrease of the number of Organization’s members below the level required by laws.
  2. In order to be valid, the resolution of the General Members Meeting on the exclusion requires the qualified majority of 2/3 of votes, in the presence of at least 1/2 of members.

§ 18

Members can appeal from the Board’s decision on cancelling from the members list to the General Members Meeting. Appeal is submitted via Board within 30 days from the receipt of decision. The condition to start the appeal procedure is payment of overdue premiums.

CHAPTER IV
CERTIFICATION

§ 19

  1. Board is allocating certificates to those members of Organization who are appreciated by other franchise systems and have got at least two franchisees operating continuously in the franchise system in the territory of Poland for the term of minimum two years (the criterion of conducting activities in the network of a given franchisor for the term of two years refers to both contractors).
  2. Certificate is allocated for the term of one year and it can be extended for another annual period on the basis of positive audit results.

CHAPTER V
ORGANIZATION’S AUTHORITIES

§ 20

Organization’s Authorities are:

  1. General Members Meeting
  2. Board;
  3. Review Commission

§ 21

  1. the term of office of Organization’s Authorities lasts two years.
  2. Elections of Board and Review Commission members are held in a secret ballot. Members are elected from the unlimited number of candidates. Secret ballot is also held when recalling members of Authorities.
  3. Members of Organization, individuals lawfully representing Organization members and individuals representing entities professionally related to franchise activities can be candidates to the Organization’s Authorities
  4. Mandates of Board and Review Commission members expire on the day of holding the General Members Meeting terminating the term of office, unless the General Members Meeting passes before resolution on recalling individual members or the entire composition of the individual Organization’s Authorities.
  5. In the case of resignation of members of Authorities or in the case of occurrence of vacancy for another reason, the individual institutions have got the right to appoint temporary members who supplement the composition of authorities, in accordance with the following principle: (i) Board members are appointed by the Review Commission, (ii) Review Commission members are appointed by the Board. The number of temporary members cannot exceed 1/3, and in case of Review Commission 1/2 of the number of elected members. Temporary members fulfil their functions until the General Members Meeting elects new members.

CHAPTER VI
GENERAL MEMBERS MEETING

§ 22

  1. General Members Meeting (referred to herein also as General Meeting) is the highest institution of the Organization
  2. General Members Meeting can be ordinary or extraordinary

§ 23

General Members Meeting is attended by:

  1. exclusively members or their authorised representatives – with the voting right.
  2. members of resigning authorities and invited persons – with consulting right.

§ 24

  1. Unless this Statutes provides for otherwise General Members Meeting is passing resolutions with the ordinary majority of votes in the presence of at least 1/2 of the total number of individuals entitled to vote. In the case of absence of required quorum the General Members Meeting is held on another date appointed by the Board and then resolutions are passed with the ordinary majority of votes regardless of the number of people present. Convening the General Members Meeting the Board can at the same time appoint another date for holding the General Meeting (for circumstances described in the previous sentence).
  2. Resolutions of the General Members Meeting will be approached as valid and effectively passed also without holding a Meeting, if such resolution is passed in a written form, that is it will be signed by at least 1/2 of the total number of individuals entitled to vote, or in the case of qualified majority, if such majority was defined in this Statutes for specific resolutions – appropriate majority, save that the draft of resolution has been delivered to all members to the address indicated by a member as a current one.

§ 25

  1. Ordinary General Meeting is convened by the Board and is held every year at latest in April. In the case the ordinary General Meeting is not convened in this time limit the Review Commission has got the right to convene it observing the below defined principles.
  2. Board is notifying Organization members about the place, time and agenda of the Meeting by means of registered mail sent at latest 21 days before the date of planned Meeting.
  3. Possible motions of members regarding change or supplementation of the Meeting agenda should be delivered to the Board at latest 14 days before the date of the ordinary General Meeting
  4. In the case of supplementation of the meeting agenda, in accordance with the procedure defined in item 3 of this section, the Board is sending to members – by means of registered mail – the supplemented Meeting agenda at latest 7 days before the date of the ordinary General Meeting.
  5. Issues not included in the Meeting agenda can be the subject of resolutions of the ordinary General Meeting only if the motion for supplementing the Meeting agenda is supported by the majority of 3/4, in the presence of at least 3/4 of the Organization members.

§ 26

  1. Extraordinary General Meeting can be convened by the Board – upon its own initiative, upon the Review Commission’s request or upon the written application of at least five Organization members
  2. Review Commission has got the right to convene the Extraordinary General Meeting whenever it deems it necessary, and the Board fails to convene the General Meeting within 14 days from the delivery of application for such convening.
  3. Provisions of section 27 items 2-5 are applied appropriately.

§ 27

The Ordinary General Members Meeting, apart from issues defined in another provisions of the Statutes, is responsible for:

  1. accepting the regulations of the Board, the Review Commission and the Organization Membership Regulations, as well as amendments to such regulations;
  2. appointing directions and resolving on accepting the programmes of Organization’s activities;
  3. resolving on annual Organization’s budget and approving its performance;
  4. making decisions on long-term obligations (exceeding one year) and accepting the preliminary budget;
  5. accepting the Board’s and Review Commission’s reports on activities;
  6. granting the acceptance for Board’s and Review Commission’s performance;
  7. passing resolutions on the Organization’s accession to other Organizations.

CHAPTER VII
BOARD

§ 28

  1. Board consists of 5 – 9 members elected by the General Meeting.
  2. The President, elected by the General Members Meeting, chairs the Board.
  3. During its first meeting the Board elects from its members Vice-president, Treasurer and Secretary.
  4. Board members do not receive remuneration for their activities.

§ 29

  1. Board manages the whole Organization’s activity.
  2. The Board is making decisions in the form of resolutions not restricted in the Statutes for other Organization’s institutions.
  3. Board is particularly responsible for:
    1. representing the Organization and acting on its behalf in relations with the third persons;
    2. performing General Meeting resolutions and submitting reports on their accomplishment;
    3. managing the Organization’s activities in accordance with the Statutes provisions and managing the current Organization’s affairs;
    4. establishing and dissolving, as well as supervising special sections and developing their regulations;
    5. managing the registry of Organization members, accepting new members;
    6. excluding members from Organization;
    7. granting awards and distinctions for prominent scientific achievements and activities within Organization;
    8. managing the Organization’s financial property;
    9. convening General Meetings and establishing their agendas;
    10. convening General Meetings and establishing their agendas;
    11. awarding certificates to Organization members meeting the criteria defined in the Organization’s Statutes.
  4. Board resolutions, to be valid, must be passed with the ordinary majority of votes. Resolutions can be passed in a written form without formal convening of the Board meeting.
  5. Board meetings are held not less frequently than once in six months.

§ 30

If necessary, the Board can form temporary or permanent committees, which support the Board in development or accomplishment of definite tasks.

CHAPTER VIII
REVIEW COMMISSION

§ 31

  1. Review Commission consists of 2-5 persons elected by the General Meeting.
  2. Review Commission elects the Chairperson and Secretary from its members.
  3. Chairperson of the Review Commission can participate in the Board meetings, providing consultations.
  4. Review Commission members cannot hold other functions in the Organization.

§ 32

  1. Review Commission is responsible for:
    1. conducting current and annual controls of the Organization’s financial management;
    2. presenting to the Board conclusions drawn from controls and demanding explanations concerning current Organization’s activities;
    3. submitting to the General Meeting reports from controlling Organization’s activities along with recommendations relating acceptance of the Board’s performance.
  2. Review Commission resolutions are passed unanimously. Review Commission resolutions can be passed in writing, without the necessity to convene a meeting.

CHAPTER IX
THE MANNER OF ORGANIZATION’S REPRESENTATION AND INDIVIDUALS AUTHORISED TO ASSUME OBLIGATIONS ON BEHALF OF ORGANIZATION

§ 33

In relations with the third persons, save the provisions defined in section 34 of the Statutes, the Organization is represented by:

  1. Board President and Vice-president – independently.
  2. Two Board members – jointly.

§ 34

As regards financial obligations, the above authorisation to act on behalf of Organization concerns exclusively activities of ordinary administration of current Organization’s affairs. Each activity exceeding the scope of ordinary administration which can trigger the obligation of a total value exceeding PLN 20.000 (twenty thousand), requires the prior consent of the General Members Meeting.

CHAPTER X
FINANCIAL MANAGEMENT AND PROPERTY OF ORANIZATION

§ 35

Organization’s property is generated from:

  1. members’ premiums;
  2. subsidies, donations, legacies and bequests;
  3. income from statutory activity.

§ 36

Organization does not conduct other economic activities except from statutory activities or related operations, does not take or grant loans or credits.

§ 37

  1. In order to ensure funds necessary to accomplish a given project (e.g. creating Organization’s website, holding a conference, symposium, convention, congress or fair, issuing printing materials, paying a member premium in organizations, which the Organization has joined, etc.), a special fund is created on the basis of the General Meeting resolution and its amount is adequate for the planned project.
  2. Special fund is created from the Organization members’ contributions and financial means raised for the accomplishment of the planned project from the third persons and it is the Organization’s property. The manner of the fund’s use and accounting is defined in the General Meeting resolution.
  3. Contributions to the special fund do not replace members’ premiums, which amount – both of the single premium (registration fee) as well as fixed charges – is defined every year by the General Meeting.

§ 38

Detailed principles of the Organization’s financial management, the rules for calculating premiums, as well as time limits for their payment are defined in the General Meeting resolutions and the regulations passed by the General Meeting upon the Board’s application.

§ 39

The accounting year of the Organization is a calendar year.

CHAPTER XI
STATUTES AMENDMENTS AND LIQUIDATION OF ORGANIZATION

§ 40

Organization can be dissolved in the following cases:

  1. drop in the number of Organization members below the limit determined in the laws or
  2. passing resolution on liquidation of Organization.

§ 41

  1. Resolution on amending the Statutes or liquidation of Organization can be passed by the General Meeting with the majority of 2/3 cast votes, in the presence of at least 3/4 of members.
  2. If the event the appropriate quorum is not assembled, the Meeting on amending the Statutes or liquidation of Organization should be convened again within 30 days from the date of the first General Meeting. At the anew convening, the resolution referred to in item 1 can be passed with the majority of 2/3 of votes cast, regardless of the number of attending members.

§ 42

  1. In the case of liquidation of Organization, the property which remains after satisfying the creditors will be assigned for social goals that will be indicated in the resolution of General Meeting determining the manner of liquidation.
  2. Liquidators of Organization shall be Board members, unless the General Meeting resolution appoints Organization attorneys in charge of liquidation of Organization.
  3. Following the liquidation completion, liquidators shall submit to the General Meeting the report on liquidation and following its acceptance they shall submit to the appropriate institution application for cancelling the Organization from the registry.

§ 43

Whenever in this Statutes the Franchising Code of Ethics is mentioned it denotes the currently applicable European Code of Ethics for Franchising of the European Franchise Federation