Statute

Charter


ACI Polska Financial Markets Association


CHAPTER I
General provisions


§ 1

ACI Polska Polish Financial Markets Association, referred to as ACI POLSKA (ACI POLSKA) is a voluntary and self-governing organization of professionally active individuals involved in transactions in the international and domestic financial Markets (including brokers) employed in banks supervised by the financial regulators and other financial institutions seated in the territory of Poland.
ACI POLSKA can use its unique logo.
ACI POLSKA uses a seal with inscription: “ACI Polska Stowarzyszenie Rynków Finansowych”.
Members of ACI POLSKA are entitled to wear organization badges or award badges as designed by the AGM of the Association in line with the regulations.


§ 2


ACI POLSKA operates in the territory of the Republic of Poland. ACI POLSKA is seated in the capital city of Warsaw.
ACI POLSKA has a legal status.
ACI POLSKA can be a member of domestic and foreign organizations with a similar objective.


CHAPTER II
Purpose of and ways of achieving the objective


§ 3


The primary objective of ACI POLSKA is propagating knowledge of international and domestic financial systems, introduction of money and currency markets instruments as well as upgrading the professional and ethical standards of its members and integrating the Dealers’ community.


§ 4


ACI POLSKA achieves its statutory objective through:
1. organizing conferences and training for the staff of financial institutions,
2. organizing meetings of the Association members to exchange opinions and experiences with respect to the currency markets and money markets trends.
3. keeping regular communication with the ACI – The Financial Markets Association”,
4. offering professional help in the form of advisory to the starting-up financial institutions and junior money markets employees with respect to the domestic and international financial turnover,
5. propagating solidarity, responsibility and high professional ethics among the employees of operational financial institutions,
6. upgrading professional skills of the Association members.
7. representing Association members, protecting their professional interests and cooperating with financial and governmental institutions with regard to the development and shaping of financial Markets.


CHAPTER III
Membership


§ 5


ACI POLSKA members divide into:
1. regular members
2. honorary members
The regular member of ACI POLSKA can be everybody who meets the conditions  specified in art. 1 sec. 1 of the Charter.
An honorary member can be a natural person meritorious for ACI POLSKA or a  person who retired while a member of ACI Polska.


§ 6


Regular membership is granted by the Management Board based on the written application supported with the recommendation of two ACI POLSKA members. The Management Board’s resolution is adopted by an ordinary majority of votes within 30 days of receiving the application.
The applicant is entitled to appeal against the Management Board’s decline to the AGM of the Members within 14 days of receiving the resolution.


Honorary membership is granted by the AGM by an ordinary majority of votes at the request of at least two Members of AGM.


§ 7


1.Membership ceases through:
a) deletion, b) exclusion.

2. Deletion takes place in the case of:
a) member’s written resignation handed in to the Management Board of ACI   POLSKA,
b) failure to pay membership premiums for longer than 6 months – subject to a   written
c) reminder, discontinuation of work by the member in the scope specified in par.1      it.1,
d) the member’s employment outside the territory of Poland,
e) member’s decease.

Exclusion takes place in the case of:
a) unethical conduct, b) failure to follow the Charter or resolutions of ACI POLSKA.

§ 8


The deprivation of membership rights for the reasons specified in § 7 sect.2 is subject to the Management Board’s resolution passed by an ordinary majority of votes.


The deprivation of membership rights for the reasons specified in § 7 sect.3 is subject to the resolution passed by the AGM, adopted at the request of the Management Board. Prior to that, the Management Board may suspend the member’s rights by force of a unanimous resolution. The member is entitled to appeal against the Management Board’s resolutions re. deprivation or suspension of membership rights to the AGM, within 14 days, as per §6 sec. of the Charter.


CHAPTER IV
Rights and obligations of the members


§ 9


Members of ACI POLSKA should show high qualifications in their professional work and make an example of impeccable ethics and dependability of the Polish financier.


§ 10

Regular members are obliged to actively participate in all the work of ACI POLSKA.
Regular members are obliged to pay membership premiums in the amount and fashion set out by the AGM.

§ 11

Each regular member can be selected for the ACI POLSKA authorities, subject to §20 sec.2 and is entitled to attend the AGM with the voting right, personally or by proxy.

§ 12

Honorary members are entitled solely to passively participate in the AGM meetings.

 

CHAPTER V
Authorities of ACI POLSKA


§ 13
Authorities of ACI POLSKA are:

Annual General Meeting,
Management Board,
Revision Commission.


Annual General Meeting

§ 14


The top authority of ACI POLSKA is Annual General Meeting of Members.
The Annual General Meeting should be held by the 30th day of June each year.


§ 15


The Annual Meeting is convened by the Management Board.
The Revision Commission is entitled to convene the Annual General Meeting if the Management Board does not do it within the timeframe specified in § 14 sec. 2 and the Extraordinary General Meeting of Members, if it finds it appropriate and the Management Board fails to convene the Annual General Meeting within 30 days of making a relevant order by the Revision Commission or 10 regular members of ACI POLSKA.
The Extraordinary General Meeting of Members can be convened in the circumstances described in § 16 and when the bodies or individuals entitled to convene AGMs find it appropriate.


§ 16


Exclusive discretions of the AGM are:
1. reviewing and approving the Management Board’s operational report on ACI POLSKA and financial report for the previous accounting year as well as giving discharge to the members of the association’s authorities;
2. changing the Charter,
3. giving guidelines for ACI POLSKA’s operations,
4. electing the President of the MB, the Management Board and the Revision Commission,
5. granting and taking away the honorary member status,
6. setting out the amount of membership premiums and fashion of paying them,
7. reviewing applications submitted by members and appeals against the Management Board’s resolutions,
8. passing resolutions on the dissolution of the Association.

§ 17


Resolutions of the ACI POLSKA AGM are adopted by ordinary majority of votes, in the presence of at least half of the association’s regular members.

§ 18


The Annual General Meeting of members is convened by way of announcement which should be made at least 14 days before the date of the Annual General Meeting of Members. The Annual General Meeting can be convened by electronic mail or regular mail sent at least two weeks before the date of the AGM meeting. The day of sending the letters is considered to be the day of announcement.
The announcement should be specify the date, time and venue of the AGM of Members and  its agenda.


§ 19


The Annual General Meeting of Members is opened by the Revision Commission Chairperson or his/her Deputy. Next, the Chairperson is elected from among the individuals who are authorized to attend the Annual General Meeting. In the absence of those persons, the AGM is opened by the President of the Management Board or a person appointed by the Management Board.


The attendance list is signed by the AGM Chairperson.

§ 20


The vote is recorded.
Secret vote is ordained at the elections and in the case of motions for recalling members of ACI POLSKA’s authorities as well as in the personnel matters.

The Annual General Meeting of Members can pass a resolution on repealing the secrecy of the ballot.


§ 21


Resolutions of the Annual General Meeting should be minuted.


The minutes should state the appropriateness of the fashion in which the Meeting was convened and its capacity to adopt resolutions, name the resolutions, the number of votes in favor of each resolution and objections raised. The minutes shall be appended with the attendance list with the signatures of the individuals attending the AGM.


Management Board and its powers


§ 22


The Management Board manages the affairs of ACI Polska and represents the association.
Each MB member has the right and obligation to manage the affairs of ACI POLSKA.
Each Management Board member can manage, without any Management Board’s resolution, matters which do not go beyond the scope of ACI POLSKA’s core business.
If, however, before the matter referred to in sec. 3, is handled, at least one of the other Management Board members opposes it or if the matter falls outside the scope of ACI POLSKA’s core business, the Management Board’s resolution is first required.
Before ACI POLSKA, the Management Board members are subject to statutory restrictions set out by the ACI POLSKA Charter and resolutions of the Annual General Meeting of Members.
The Management Board’s resolutions ate taken by ordinary majority of votes in the presence of at least half of the Board’s members. In the case of an even split of votes, the President’s vote counts twice.
The Management Board takes the decision about the commencement of business operations by ACI POLSKA. The Management Board takes the decision about establishment of or participation in trading companies by ACI POLSKA.


§ 23


The Management Board is made up of four to six members, including:
a) President;
b) Vice-president;
c) Secretary;
d) Treasurer.

The MB member is appointed and recalled by way of the AGM’s resolution.
The president must have at least 3 years’ professional experience with financial transactions and operations specified in §1 sec.1. S/he is elected in a secret vote for the period of the Management Board’s joint term in office, i.e. 2 years.
The other Management Board members are elected in a secret vote for the period of joint term in office, i.e. 2 years.
At the first meeting, the Management Board appoints, from among its members, Vice-President, Secretary and Treasurer by way of resolution adopted in a secret vote.
In case the Vice-President’s, Secretary’s or Treasurer’s mandate expires in the course of the term in office, the Management Board’s composition is supplemented by vesting the role in another MB member based on the Management Board’s resolution. The Annual General Meeting shall supplement the composition of the Management Board in the event of insufficient number of MB members to take up the roles described in sec. 1 or expiry of the President’s mandate in the course of the term in office, at the next AGM.


§ 24


Net worth statements to be submitted on behalf of ACI POLSKA require cooperation of the President and the Treasurer.
Disclosure-representation statements require cooperation of the President and the Secretary.
In the absence of the President, his/her role is assumed by the Vice-President.


§ 25


The Management Board’s meetings should be convened at least twice a year.
The Management Board convenes by force of the President’s decision or the decision of 3 individuals who sit on the Management Board.


Revision Commission and its discretions


§ 26


Internal control body of ACI POLSKA – Revision Commission is made up of at least 3 members appointed and recalled by the AGM’s resolutions, including:
Chairperson,
Deputy Chairperson
Secretary.

The Revision Commission members are appointed for a period of joint term in  office, i.e. 2 years.
The vacancy in the Revision Commission resulting from the expiry of the Chairperson’s, Deputy Chairperson’s or Secretary’s mandate during the term in office, is filled in by vesting this role in another Revision Commission Member by way of the Revision Commission’s resolution. The Annual General Meeting of Members shall supplement the composition of the Revision Commission in the event of insufficient number of its members to perform the roles described in sec. 1, at the next meeting.


§ 27


The Revision Commission’s tasks are:
controlling, at least once a year, ACI POLSKA’s operations, with a special focus on finance management;
raising comments and requests with respect to ACI POLSKA’s operations,
submitting to the Annual General Meeting of Members an annual written financial statement and an assessment report of the Management Board’s statements,
seeking a discharge for the Management Board.

The Revision Commission Members are entitled to attend the Management Board meetings as advisors.
The Revision Commission can demand the Management Board to convene within 14 days to cover the agenda submitted by the Commission.
The Revision Commission’s resolutions must be adopted in the presence of all the members by a two thirds majority vote.


CHAPTER VI
Funds of the Association


§ 28


ACI POLSKA’s assets encompass movables and funds.

Funds include:
1. membership premiums the amount of which are set out by the Annual General Meeting,
2. gifts and bequests,
3. subsidies,
4. in the case of business, income from this business,
5. in the event of employment in commercial law companies, income from this employment, in particular the dividend with respect to capital companies.

ACI POLSKA’s accounting year runs from 1 January to 31 December, while in the first year from the registration day until 31 December.
The Management Board through the Treasurer, submits annually to the Annual General Meeting of Members a B/S for a given year and the Association’s draft budget for the following year.


CHAPTER VII
Change to the Charter and dissolution of ACI POLSKA


§ 29


The resolutions with regard to the Charter and dissolution of ACI POLSKA are adopted by the Annual General Meeting of Members by a two thirds majority vote, in the presence of at least half of the Association’s real members.