AMCHAM BY-LAWS

 

These By-Laws were adopted pursuant to Article IX of the Constitution of the American Chamber of Commerce in Poland.

 


1.  Dues. Annual Membership dues shall be invoiced in USD at a market average exchange rate, approved by the Board of Directors, and shall be based on these PLN values: (a) 7,500 PLN for Corporate Membership, (b) 1,500 PLN for Individual Membership and (c) 12,000 PLN for Sponsor Membership fee. There shall be no entrance fee charged for new Memberships. Any change of fees or dues or any levy or assessment, will require the ratification by a majority of those present and in good standing at a General Meeting of voting Members. 

 

2. The Board of Directors may appoint any Committee(s) or Sub-Committee(s) as needed, and may delegate duties or powers as needed. The Board of Directors and any Committee or Sub-Committee may co-opt any individual member(s) of the AmCham to the Committee(s) or Sub-Committee(s) as deemed necessary. 

 

3. The Board of Directors may appoint any Person(s) as needed to assist in achieving the objects of AmCham.

 

4. An activity that would be contrary to the laws of Poland is prohibited on the premises of the AmCham.

 

5. The funds of the AmCham shall not be used to pay the fines of members who have been convicted in court. 

 

6. The AmCham shall not attempt to restrict or in any other manner interfere with trade or prices or engage in any trade union activity as defined in any written law relating to trade unions in force in Poland.

 

7. The AmCham shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

 

8. If a member's payment of dues and fees is in arrears by more than six (6) months, he/she will subject to forfeiture of membership, after which it will be necessary for him/her to re-apply.

 

9. No more than the equivalent of $3,000 U.S. may be retained by the Manager as cash in hand at any one time. All other amounts must be deposited in the AmCham's bank account. 

 

10. Payments for amounts less than or equal to the equivalent of $3,000 U.S. may be issued by an authorized Member of the Board of Directors. Any payment equal to or in excess of the equivalent of U.S. $3,000 to one payee (but less than the equivalent of U.S. $5,000) must be signed by at least two Board members. A payment equal to or in excess of the equivalent of U.S. $5,000 to one payee must be signed by at least two Board members, of whom one must be the Chairman or a Vice Chairman. The Executive Director shall be permitted to endorse checks for payment to the AmCham provided such checks are endorsed for deposit. 

 

11. Executive Director. The Executive Director is the chief executive and administrative officer of the Chamber appointed and selected employed by the Board of Directors. The incumbent implements the policies determined by the Board of Directors and carries out and oversees the day-to-day activities of the Chamber. The Executive Director is responsible directly to the Board of Directors for the full range of the Chamber's activities including:

 

  • co-ordination of the Chamber's activities and program of work;
  • organizational structure and procedures;
  • on-going work of the committees;
  • financial managment and planning;
  • maintenance and growth of membership;
  • publication of the American Investor and Membership Directory (if any);
  • supervision and evaluation of staff;
  • maintenance of headquarters;
  • long-range planning;
  • liaison with Board of Directors, Chamber Members, staff, community
  • Managment of the AmCham Foundation.

 

 

 

 

 


AMCHAM IN POLAND CONSTITUTION

 

ARTICLE I

NAME

This society, registered in the Court Register in Chicago, Illinois, shall be known as the American Chamber of Commerce in Poland and is hereinafter referred to as “AMCHAM”.

 

 

ARTICLE II

OBJECTIVES

AmCham’s objectives are:


1. To provide a highly respected organization on a continuing basis in which American businesses and their representatives in Poland can discuss and
identify common matters regarding their economic interests in Poland and/or the United States.
2. To represent the voice, views and common interests of its members to Polish, United States and European Union business and governmental institutions.
3. To promote trade, investment, finance and industry in and between Poland and the United States and other countries.
4. To maintain contact with Polish central and local Government and European Union officials in order that AmCham will be at all time knowledgeable
concerning the economic and commercial objectives of the Polish authorities.
5. To work with and supplement the activities of other entities in Poland on matters relating to the economic and commercial activities of AmCham and its members
in Poland.

 

ARTICLE III

MEMBERSHIP

Section A. Types of Membership

 

1.  Company Member

“Company member” is defined herein to mean a legal entity, partnership, or sole  proprietorship formed, founded or incorporated in the United States; or if formed, founded or incorporated outside the United States, any such entity owned by an American interest, directly or indirectly and found acceptable to the Board of Directors. Further, the entity must have an interest in doing business in Poland.

2.  Individual Member
Any United States citizen who is engaged in business or a profession in Poland, but who cannot qualify for Company Membership, shall be eligible to become an Individual Member, if found acceptable to the Board of Directors.

3.  Honorary Member
An Honorary Member shall be entitled to all the privileges of an Individual Member, except as hereinafter provided, and shall be exempt from payment of membership dues.

 

 

Section B. Determination of Membership


1.  An application for membership, other as an Honorary Membership, shall contain the name, address and business activity or occupation of the candidate and the signatures of two sponsoring Members, and shall be submitted to the Executive Director.

2.  The Board of Directors may elect any individual as an Honorary Member at its discretion. The United States Ambassador to Poland is a Honorary Member of AmCham.

3.  The initial and continuing acceptability of a Member shall be determined by the Board of Directors and, in particular, the Board may accept as a Member an entity not meeting the criteria set forth in clause A1 above if the Board determines that this is in the interest of the society.

4.  The Board of Directors may refuse an application for membership without giving any reason.

5.  The Board of Directors may terminate the membership of any Member that, in its opinion, takes any action prejudicial to AmCham’s reputation or standing.

6.  The Board of Directors may terminate the membership of any Member that, in its opinion, takes any action prejudicial to AmCham’s reputation or standing.

 

 

Section C. Voting Rights


1. Company Members

  a)  Each Company Member shall nominate one or more persons of good standing with the Company and residing in Poland to be its representative(s) in AmCham, one of whom is to be named by the Company as its voting representative, as hereinafter defined.

  b)  Each Company Member shall exercise its vote through the person it designates as its voting representative, who shall have full voting rights at any meeting of AmCham.

  c)  Each Company Member shall notify the Executive Director of the name and title of its voting representative, along with the name of one alternative person. This information shall be presented before the end of the first quarter of each calendar year unless such designation was previously submitted and no change is required.

2. Individual Members

An Individual Member shall have full voting rights at any meeting of AmCham.

3. Honorary Members

No Honorary Member shall have voting rights at any meeting of AmCham.

 

 

Section D. Right to hold Office


Any voting representative may hold elective office in AmCham.

 


Section E. Resignation


1. A Member may resign by giving written notice to the Executive Director.

2. The Board of Directors shall confirm the resignation of any Member.

 

 

ARTICLE IV

AMCHAM MEETINGS


Section A. Annual General Meeting


1. An Annual General Meeting shall be held each year.

2. The following business shall be conducted at the Annual General Meeting:

  a) Presentation of the previous year’s accounts, the auditor’s report, and the report of the Board of Directors.
  b) Election of members of the Board of Directors in the election year.

3. Elections of the Board of Directors shall be held every second year.

4. Any Member who is in good standing may nominate any other Member to sit on the Board of Directors. Any such nomination, seconded by at least one other Member, shall be submitted in the form prescribed by the Board of Directors to the Executive Director at least 14 days prior to the date of the Annual General Meeting.

5. Election of the Board shall require a simple majority vote of those present and voting at the General Meeting. The Board of Directors adopts the election procedures.

 

 

Section B. Special General Meeting


1. A Special General Meeting may be held at any time upon:
  (i) a call by the Chairman of the Board of Directors,
  (ii) a resolution of the Board of Directors, or
  (iii) a written request by twenty per cent (20%) of the total voting Members.

 


Section C. Notice of meetings


1. The Executive Director shall send a Notice of Meeting to all Members by mail or electronic mail at least fourteen (14) days in advance of the proposed date of the meeting.
2. The Notice of meeting shall state the time and place of the meeting, together with a list of business to be conducted (agenda).

 

 

Section D. Proceedings at General Meetings


1. Any Member may place an item on the agenda of a General Meeting by giving notice to the Executive Director one week before the meeting is due to be held.
2. Any Member in good standing may vote on any matter at a General Meeting.
3. Any Member in good standing may authorize in writing any other Member to vote on its behalf at any General Meeting. Written notice of such proxy authorization must be received by the Executive Director not later than 24 hours prior to the date of the meeting at which such proxy is to voted.
4. The quorum for a General Meeting shall be twenty-five percent (25%) of the total number of voting Members in good standing.
5. If no quorum is present at any such meeting, the meeting shall be adjourned for at least seven (7) days to a place, date and time to be appointed, and then, if the number then present, including proxy votes, is insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend or make additions to any proposed resolution presented at the adjourned Annual General Meeting.

 

ARTICLE V

MEMBERSHIP DUES AND OTHER FEES


Membership dues and other fees shall be proposed by the Board of Directors and determined by a resolution adopted by a majority of voting members represented at a General Meeting.

 

 

ARTICLE VI

BOARD OF DIRECTORS


Section A. Board of Directors (Board)


1. Members.

The Board of Directors is comprised of not less than five and not more than twelve members, elected at the Annual General Meeting for two-year terms by and from among the representatives of the Members in good standing. The members of the Board are volunteers and are not paid for service on the Board. The Board meets not less than once every two months. In addition to its regular meetings the Board may delegate matters to Committees of the Board.
2. Vacancies.

The Board may declare a vacancy if during its term of office one of its members should die, resign or fail to perform his/her responsibilities. Vacancies so arising may be filled for the unexpired term by the Board of Directors subject to approving resolution of the next Annual General Meeting.
3. Responsibilities of the Board of Directors include:
  • Determining the long-term policy of the Chamber
  • Authorizing the activities and programs
  • Approving the Chamber’s general procedures
  • Approving the annual budget
  • Motivating and directing the work of AmCham Committees established in
  accordance with the by-laws
  • Providing direction and guidance to the Executive Director
  • Providing leadership and recognition to those individuals instrumental in the
  Chamber’s success
  • Adopting the Chamber’s by-laws
  • Selecting appropriate legal form (including foundations) of AmCham’s activities in all jurisdictions. 

4. Quorum. 

The quorum for a meeting of the Board shall be one-half (1/2) of the total number of serving Board members. If no quorum is present at a Board Meeting, the meeting shall be adjourned for at least seven (7) days to a place, date and time to be appointed, and then, provided all Board members have been given due notice of the adjourned meeting, if the number then present is insufficient to form a quorum pursuant to the preceding sentence, those present shall be considered a quorum. 

 

Section B. Officers


1. Members. The following Officers of AmCham shall have the following duties, in addition to sitting on the Board of Directors:
  a) Chairman
      The Chairman of the Board of Directors presides at the General and Board meetings of AmCham and must be a United States citizen. The Chairman is not eligible for more than            three (3) consecutive terms of the office. The outgoing Chairman shall be a member ex offcio of the Board of Directors. The United States Ambassador to Poland is an Honorary             Chairman of the Board of Directors.
  b) Two Vice-Chairmen

      To act for the Chairman in the Chairman’s absence
  c) A Treasurer 

     He/She oversees all financial and monetary transactions of the society, ensures that proper books and records are maintained, and is responsible for their correctness. 

  d) Audit Committee
      Two members of the Board shall be appointed by the Board to serve as an Audit Committee. Such Committee shall ensure that an audit is performed in accordance with
      Article VII and shall be responsible for appointing the Auditor and the scope of work to be performed.
  e) Executive Director

      The Executive Director is not a Member of the Board. His/her duties include: to keep all records, including financial, of AmCham; to be responsible for its correspondence; and to         keep minutes of all General and Board Meetings, as well as perform all other duties as specified in the By-Laws.

 

2. Appointment.
The Officers of AmCham shall be appointed by the Board of Directors at the first meeting of the newly elected Board. Vacancies arising for any reason shall be filled on a timely 7 basis.

 

 

ARTICLE VII

AUDIT


An audit of the financial records and accounts of the society shall be performed each year by an appropriately qualified person (the Auditor). The Auditor shall present a report upon such accounts to the Annual General Meeting.

 

ARTICLE VIII

DISSOLUTION


Section A. Means of Dissolution

 

1. AmCham shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the voting members of AmCham at that time resident in Poland expressed either in person or by proxy at a general meeting convened for the purpose, or by postal vote. 

 

Section B. After Dissolution


1. In the event of AmCham being dissolved as provided above, all debts and liabilities legally incurred on behalf of AmCham shall be fully discharged, and the remaining funds will be devoted to such local charitable organization or organizations as the voting members shall decide.
2. Notice of dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

 

ARTICLE IX

BY-LAWS


Voting Members of AmCham at the Annual General Meeting or the Board of Directors may make, alter, add to and repeal the By-Laws of AmCham as long as they do not conflict with the Constitution of AmCham.

 

ARTICLE X

AMENDMENT OF THE CONSTITUTION


No alteration of additions to these rules shall be made except by a resolution of the General Meeting.

 

 

 

 

 

 

 

 

 

 

AmCham Rules & Nominating Committee Guidelines

I. Use of AmCham Logo

General Guidelines

Any use of the AmCham logo by AmCham members and third-parties should be related to the general goals and objectives of the AmCham and should in no manner impinge upon the reputation and good name of AmCham. Any questions or concerns about the use of the AmCham logo should be directed to the Board via Executive Director of AmCham.

The following is a non-exhaustive list of guidelines on permitted usage of the AmCham logo:

Use by members in good standing. Members in good standing may make use of the logo in reference to mention of fact of their membership in AmCham. Any such mention, however, may not be worded so as to suggest an endorsement by AmCham. In connection with this, the AmCham logo should not be used on business cards, stationery or letterhead, or products or packaging. As a reference to membership, it may be used on a member’s web site and firm informational brochure.
Use for sponsored events. Entities that are organizing an event that AmCham is sponsoring/co-sponsoring may use the AmCham logo to reference AmCham’s co-sponsorship of the specific event. They may not, without the express, prior written permission of AmCham, make any use of the AmCham logo that would assert or imply an association or other continuing relationship with AmCham or endorsement of activities other than the sponsored event.

 

Logo Specification

AmCham may choose to augment its logo for special occasions like anniversary years. Any person wishing to use the AmCham logo is responsible for ensuring that he/she is using the current form of the logo. The logo must be used in full and not be in any way distorted (for example, scaling of the logo must be performed equally over the entire logo).

 

AmCham business cards

AmCham issues business cards to members of staff that represent the organization to third parties and also to the Executive Members of the Board of Directors. Any regular Member of the Board of Directors or Committee Head may receive business cards if so required. These cards should be used in the context of representing the general aims of the chamber, but in no case for commercial or business aims or other form of misrepresentation.

 

II. Board Replacement Guidelines

In such situations when a Board position is left vacant and it is more than five (5) months before the next elections, the Board may appoint a replacement. The person selected should have a number of the following attributes:

 

  • Have served AmCham in the past (as Advisory Council member, sponsor or Committee Head)
  • Have the time to commit
  • Come from a prominent U.S. company that is a member
  • Be from an industry different than already represented on the Board
  • Have good connections with the government
  • Have an outgoing and creative personality
  • Such an appointed Board member should finish out the Board term and be subject to election by the general membership in the next election year.

 

 III. Board Elections

In order to ensure proper transparency and equal access to serving on the Board by all qualified members, we recommend these guidelines:

 

Nominations

 

  • The Board shall nominate 3 individuals in good public standing in the AmCham community to serve as the Election Commission. These individuals shall preside over the nomination and election process with the assistance of the office staff.
  • Office staff will announce the opening of nominations (4) weeks in advance to all AmCham members in good standing.
  • A potential candidate must receive a minimum of two (2) nominations from AmCham members to qualify to be placed on the ballot.
  • The six (6) potential candidates receiving the most nominations from AmCham members will be put on the ballot ( in the event that not all incumbent Board members are running for re-election more non-incumbent candidates may be put on the ballot, but in no event will there be more than 18 candidates).
  • All candidates on the ballot will have equal access to the general AmCham database and are given the opportunity to write a 300-word ‘campaign speech’, which the office staff will distribute with ballots. 
  • Eligible candidates are only those individuals who officially represent their companies within the chamber, usually the CEO.

The Ballot

 

  • The ballot will feature a maximum of 18 names for 12 positions. It will include all incumbents wishing to run and at least six (6) new candidates, provided that such number of candidates receive the requisite number of nominations.
  • All candidates on the ballot will be listed in alphabetical order by name. The ballot will also specify each candidate’s position and company.
  • The ballots should be code numbered and strictly accounted for.
  • The ballot will not contain more than one representative from a member company.

Voting

 

  • The AmCham office staff announces the opening of the voting process by emailing electronic ballots and candidates’ ‘campaign speeches’.
  • Each member may submit its ballot early by email, fax or hand delivery until noon on the day of the AGM.
  • Such early ballots must have a signature and company identification (via email) or stamp and signature (via fax or hand-delivered). The office staff shall make every effort to ensure that such identification is acquired.
  • Ballots will be number coded and the office staff will use their best efforts to strictly control distribution. Ballots of companies that vote early will be pulled from those prepared to be distributed to authorized representatives at the AGM.
  • At the AGM, for members that have not voted early, ballots are distributed separately from the registration desk.

 

IV. Board Elections Campaigning Guidelines

As the AmCham Board of Directors is a collegial body consisting of leading members of the American business community in Poland, the spirit of campaigning for election/re-election to the AmCham Board of Directors should reflect this fact.

 

The following is intended as a non-exhaustive list of guidelines on campaigning. In all cases, candidates should follow the highest standards of business ethics. Any questions or concerns about the appropriate campaigning should be directed to the Board via Executive Director of AmCham.

 

Candidates may:

  • Make use of the general AmCham membership database, which consists of central office contact information for member companies and primary business contact information for individual members, for contact with members by e-mail or post. Please contact the Executive Director to receive the current version;
  • May otherwise solicit votes from AmCham members in a non-offensive, collegial manner of their choosing;
  • Indicate, in a constructive manner, policies or positions that they would like the AmCham to continue, adopt, cease or change.

Candidates should refrain from:

  • Asserting or implying endorsements from other current or past members of the AmCham Board of Directors;
  • Running negative campaigns.

Candidates may not:

  • Make use of the AmCham letterhead or the AmCham logo while campaigning;
  • Assert or imply endorsement by the Executive Director, AmCham staff, or US Embassy and personnel.

 

V. Board Organization Guidelines

Selection of executive officers


Considering that the AmCham Board is elected every two years and the importance of the selection of executive officers of the Board, these following guidelines are intended to facilitate the proper organization of the appointment procedure and allow sufficient time and circumstances for all Board members to consider their options.

 

The selection of executive officers of the Board should be deferred until the first regularly scheduled meeting of the Board of Directors following a general election. The prior Chair of the Board, and in his/her absence, the prior Vice-Chairs or longest standing Board member, preside over the organization until the next scheduled meeting.

 

The voting process should be organized by simple paper ballot and simple majority vote with the Executive Director presiding over the count.
Officers should be voted in from the position of highest seniority: Chair, two Vice-Chairs, Treasurer and Secretary.
All positions are open to all Board members; however, as per the AmCham Constitution, the position of Chair must be held by a US citizen.

 

VI. Board Participation Guidelines

The membership of AmCham and the elected Board members have the right to expect that a person duly represented to the Board will invest sufficient time to the Board as to be an effective and involved participant.

The R & N Committee should ask consent of the Board to adopt a policy that the R&N Committee would recommend to a member that that member should resign their position if  they are not fulfilling duties and meeting requirements of the Board for a significant period of time.  A basic guideline would be a lack of participation in three (3) consecutive and fifty percent (50%) of the meetings of the Board in a given year. In such case, a discussion with the Chair and a recommendation from the R&N Committee would be required.

Common sense would also dictate that if a Board member was not able to attend Board meetings, but was active in attending other meetings and duties, then this would be taken into account.

 

VII. Organization of Board Committees

Outside of regular Board meetings, part of the work of the Board is divided into specific committees:

 

  • Membership – to discuss and approve new members applications and difficult issue,
  • Finance & Audit – to review AmCham monthly financial reports, the annual audit and to oversee specific financial issues,
  • Rules & Nominating – to make recommendations to the Board regarding guidelines and best practices that should be adopted.

The Committees of the Board should decide and declare that they will have a certain number of meetings per year. These may be done as side meetings to other gatherings or as conference calls, as long as they occur and report back to the board. The Finance & Audit Committee in particular should meet at least once a quarter and should present quarterly financial reports at the general Board meetings.

 

VIII. Lobbying Guidelines

In order to ensure the egalitarian nature and good reputation of the organization while carrying out our lobbying mission, AmCham follows these guidelines:

 

  • Every member company has the right to raise an issue to lobby. However, AmCham does not lobby on behalf of an individual company, but rather may take up issues that are of concern to at least three (3) members or at the Board’s discretion.
  • AmCham takes positions that will benefit membership in general or the business community as a whole, but avoids taking a position that would be detrimental to any member company. On issues where controversy and conflict may arise between member companies, AmCham remains silent.
  • AmCham positions are generated out of committees or at the Board level. All positions are reviewed by the Executive Director and usually at least one Board member. More delicate issues are discussed by the entire Board, the Executive, or the Board Government Relations Committee.
  • AmCham positions are signed by the Chairman or the Executive Director.
  • AmCham may engage in coalitions with other business organizations when the opportunity or need arises.

 

 

 


American Investor

The American Investor

The American Investor is the official quarterly publication of the American Chamber of Commerce in Poland. It is a voice for foreign investors and the business community in Poland,...

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