BYLAWS OF THE ASSOCIATION OF PROJECT ALLIANCE PARTICIPANTS
§ 1 General provisions
1. An association of engineers, lawyers, appraisers, construction industry experts, participants of the construction process, natural and legal persons operating in the field of construction, technology and law is hereby incorporated to be known as the Association of Project Alliances Participants [PL: SUSP], hereinafter referred to as „the Association”. The Association may use the abbreviated name „SUSP”.
2. The Association is a voluntary, self-governing and permanent organization operating on the basis of the Act on Associations of 7 April 1989 (reference in the Polish Journal of Laws: Dz. U. z 2015 r. poz. 1393 as later amended).
3. The Association is a legal person and may conduct business activity.
4. The Association can be a member of Polish and international organizations.
5. The Association is based on voluntary work of its members. The Association may hire employees (also from among its members), external companies, and institutions for the purpose of running its operations.
6. The Association carries out its activities on the territory of the Republic of Poland; the seat of the Association is the capital city of Warsaw.
7. The Association may open regional branches, sections, local clubs, and, when required, committees, councils, commissions and other social and economic organizational units.
8. The Association may create its own logo in accordance with applicable provisions of the law.
§ 2 Purpose and operating principles of the Association
The Association is formed for the following purposes:
1. Encouraging participants of construction projects to cooperate in line with integrated project management process.
2. Representing the collective interests of the Association members on domestic and international levels and cooperating with construction industry organizations based in Poland and abroad.
3. Supporting members of the Association in professional development and improving their professional skills, inspiring creative activity of the members, building a peer community.
4. Organizing and supporting initiatives aimed at development of services and innovative projects in the construction and technology industry.
5. Promoting knowledge, good practices and standards in the construction industry.
6. Sharing knowledge and experience with experts from the construction industry and related industries.
The Association fulfills its purposes by way of:
7. Joining and cooperating with Polish and international organizations, universities, research units, and R&D centers operating in the field of construction and technology.
8. Establishing and promoting good practices and guidelines for construction process participants.
9. Organizing conferences, courses, seminars, symposia, and meetings for the Association members and anyone interested in cooperating with the Association.
10. Representing collective interests of the construction process participants before authorities, public administration bodies, external entities, and local government institutions.
11. Conducting business activity.
12. Using the Internet and social media in order to promote and market the Association, and to fulfil the purposes set out in the bylaws.
13. Monitoring developments relative to construction, technology, law, and economy, including drafting opinions, preparing analyses and recommendations in the field of construction industry.
14. Expressing opinions on public matters.
15. Monitoring the legislative process in the field of construction and technology; adopting positions and presenting opinions.
16. Publishing journals and articles on construction law and technology, publishing scientific papers and legal analyses, as well as other technical, popularizing, and informational papers.
17. Introducing new standards, contract templates and contractual provisions.
18. Introducing technology and software supporting construction process management.
§ 3 Admission of members and removal from membership. Rights and obligations of the members of the Association
1. The following may become members of the Association: natural persons, legal persons, and entities without legal personality, having full legal capacity under the existing laws. Legal persons/entities without legal personality may only become supporting members of the Association. Natural persons must have full civil rights, be of age and meet at least one of the following criteria:
a) practice one of the following professions: lawyer (legal counsel/attorney/patent attorney/arbitrator), engineer, technician, appraiser, expert on construction/materials industry/technology;
b) be a university student enrolled in a program preparing to practice professions listed in item a) above;
c) have the status of ordinary members awarded by the Management Board of the Association for their professional achievements.
2. The Association offers three types of membership:
a) Ordinary membership: for natural persons who meet at least one of the criteria listed in item 1 above.
b) Supporting membership: for natural persons who meet at least one of the criteria listed in item 1 above, or legal persons/entities without legal personality who are interested in the Association’s activities, and who declared financial and/or in-kind support.
c) Honorary membership: for natural persons who were instrumental to the Association’s growth, or who greatly contributed to the Association in another way.
3. The Association accepts ordinary and supporting members upon their declaration of conformity with the criteria set out in the Bylaws, and after the payment of membership and registration fees, by way of adopting a resolution by the Association’s Management Board.
4. Honorary members of the Association are accepted on the basis of a resolution of the General Meeting of the Association, adopted at the request of the Management Board.
5. Membership in SUSP is confirmed by a membership card issued by the Management Board of the Association.
6. Ordinary and supporting members of the Association may be removed from membership by:
a) striking the member’s name out from the member’s list;
b) excluding the member;
c) membership termination due to death in case of natural persons, and in case of legal persons/entities without legal personality, their liquidation/declaration of bankruptcy.
7. The Management Board of the Association may adopt a resolution to strike out a member’s name from the members’ list in the following cases:
a) at the request of the member to be removed from the Association’s members list;
b) if a member fails to pay membership fees for a period exceeding 12 months, despite receiving a payment request with a notification that failing to pay the fees within the specified time limit will result in removal from the members’ list; this does not apply to honorary members;
c) if a member fails to respect the Bylaws and/or the resolutions of the General Meeting and of the Management Board;
d) if a member acts to the detriment of the Association, or damages the image of the Association;
e) if a member is convicted by a final ruling of a domestic or foreign court, and the sentence deprives him/her of his civil rights;
9. Honorary members mey be removed from membership by:
a) membership termination due to death of the honorary member
b) excluding the member;
c) Striking out the member’s name from the members’ list in the event of circumstances referred to in items 6(a), 6(c), 6(d) and 6(e).
10. Supporting and honorary members of the Association have the right to:
a) invoke their status of a supporting member in the Association in their professional activity;
b) use the logo of the Association;
c) cast advisory votes during General Meetings of the Association (applies only to legal persons/entities without legal personality);
d) participate in all conferences, trainings, symposia, and other meetings organized by the Association for its members;
11. Supporting, honorary and ordinary members are obliged to:
a) promote good reputation and build a positive image of the Association and its members,
b) act in accordance with the Bylaws, Rules and other internal documents of the Association,
c) respect ethical norms and professional community standards,
d) actively participate in the work and activities of the Association,
e) support the fulfillment of the purposes of the Association and promoting them by their conduct.
12. Supporting, honorary and ordinary members may stand as candidates for the governing bodies of the Association.
§ 4 Governing Bodies of the Association. General Provisions.
1. The General Meeting, the Management Board and the Supervisory Board are the governing bodies of the Association.
2. The term of office of all members of the Association’s governing bodies is 4 years; they are elected in a secret ballot by an absolute majority of the votes cast.
3. The General Meeting elects members of the Management Board and of the Supervisory Board.
4. Resolutions of the governing bodies of the Association are adopted by open ballot, by a simple majority of votes regardless of the number of memebers present at a duly convened and conducted meeting, unless the Bylaws provide otherwise.
5. In concluding agreements and settling disputes between the Association and a member of the Management Board, the Association is represented by a member of the Supervisory Board designated in the resolution of the Supervisory Board, or by a representative appointed in the resolution of the General Meeting.
6. Selling/encumbering real estate owned by the Association requires a resolution by the General Meeting adopted by a 2/3 qualified majority of the votes.
§ 4a. General Meeting
1. The General Meeting is the supreme governing body of the Association.
2. The General Meeting may be ordinary or extraordinary.
3. An Ordinary General Meeting is convened by the Management Board by 30 June each year. If the Management Board fails to convene a General Meeting within the time limit referred to above, the Supervisory Board will be authorized to convene a General Meeting within one week from the lapse of the time limit referred to above.
4. The powers of the General Meeting include:
a) developing the Association’s strategy,
b) adopting resolutions, including on joining other organizations,
c) examining appeals against the resolutions of the Management Board concerning the members of the Association
d) electing three members of the Management Board,
e) determining the membership fees for each year of the Association’s activity,
f) granting discharge to the members of the governing bodies, If the Management Board is refused discharge, the General Meeting adopts a resolution to dismiss the existing Management Board and to elect a new Management Board,
g) reporting duties,
h) adopting resolutions on the dissolution of the Association and on the allocation of the Association’s assets,
i) adopting decisions on acquisition and disposal of movable property,
j) adopting amendments to the Bylaws,
k) granting and removal of the title of an honorary member, at the request of the Management Board.
5. The following have the right to attend a General Meeting:
a) ordinary members (with full voting rights),
b) supporting and honorary members (with advisory voting rights)
6. An Extraordinary General Meeting may be convened by the Management Board:
a) at its own initiative,
b) at the request of the Supervisory Board,
c) at a reasoned request of at least 60% of all Association members.
7. Extraordinary and Ordinary General Meetings may be held on an online platform. The Chairman of the Association will send to the members who intend to participate remotely in a General Meeting a notification with all the necessary information, i.e.: the address of the online platform, phone number, Skype address or another ICT tool, together with the agenda of the Meeting and draft resolutions. Any member willing to participate remotely should notify the Chairman of the Management Board not later than 5 (five) days before the scheduled meeting date.
§ 4b. The Management Board.
1. The Management Board is the executive body of the Association.
2. The Management Board consists of three to five members: Chairman and two members of the Management Board elected by the General Meeting.
3. The powers of the Management Board include:
a) implementation of the resolutions adopted by the General Meeting,
b) representing the Association before with third parties,
c) incurring debt on behalf of the Association up to the amount of PLN 20,000.00; amounts exceeding this limit require the consent of the General Meeting expressed in a resolution,
d) preparing and approving internal documents (e.g. regulations) of the Association,
e) establishing standing and ad hoc committees to assist the Management Board in its activities,
f) preparing and presenting the annual accounts of the Association to the General Meeting,
g) convening General Meetings,
h) filing a motion with the General Meeting to dissolve and liquidate the Association.
4. The Management Board meets at least once every three months.
5. Members of the Management Board may receive remuneration for their work performed in connection with their position in the Association. The remuneration is paid on the basis of a resolution adopted by Supervisory Board of the Association that specifies the net amount, frequency and dates of payments. A representative designated in a resolution represents the Association for the purposes of concluding agreements with members of the Management Board.
§ 4c. The Supervisory Board.
1. The Supervisory Board monitors the compliance of the Association’s activities with the generally applicable laws, the Bylaws, and resolutions adopted by the General Meeting.
2. The Supervisory Board consists of three members elected by the General Meeting.
3. The Supervisory Board shall meet at least once a year to perform a compliance check of the Association’s activities.
4. The powers of the Supervisory Board include:
a) oversight over the Association’s activities,
b) submitting reports on its activities to the General Meeting,
c) filing motions with the Management Board with conclusions from the compliance checks,
d) the right to call for an Extraordinary General Meeting if the Management Board fails to perform its obligations under the Bylaws, and the right to call for a meeting of the Management Board,
e) filing motions to grant (or to refuse) discharge to the governing bodies of the Association at the General Meeting,
f) examining the annual accounts prepared by the Management Board of the Association, and submitting a relevant report to the General Meeting,
g) requesting the Management Board to convene an Extraordinary General Meeting,
h) filing a motion with the General Meeting to dissolve and liquidate the Association.
§ 5 Representation.
1. The Association is represented by the Management Board. Two members of the Management Board acting jointly are required to make declarations on behalf of the Association.
§ 6 Assets and funds.
1. The assets of the Association include funds, real estate, and movable property.
2. The Association’s assets come from:
a) membership fees,
b) proceeds from business and statutory activities,
c) grants,
d) proceeds from real estate and movable property owned or used by the Association,
e) public generosity: donations, bequests, inheritances.
3. Funds must be kept exclusively on the account of the Association.
4. Membership fees must be paid not later than by the end of the first quarter each year. New members must pay their membership fees within 10 days from the date of receipt of the notification about their admission to the Association.
5. The Association keeps its books in accordance with generally applicable regulations.
6. Proceeds from the business activity will be used to fulfil the purposes of the Association and they may not be distributed among the members.
§ 7 Scope of the Association’s business activity.
1. The Association may conduct business activity in the following areas (according to PKD-2007):
a) 85.59.B – Other education not elsewhere classified
b) 58.11 – Book publishing
c) 58.11.12 – Expert, technical and scientific manuals, printed
d) 47.61.Z – Retail sale of books in specialized stores
e) 82.30.Z – Organization of conventions and trade shows
f) 71.20.B – Other technical testing and analysis
g) 74.30.Z – Translation and interpretation activities
h) 62.01.Z – Computer programming activities
i) 47.91.z – Retail sale via mail order houses or via Internet
j) 58.29.Z – Other software publishing
k) 70.22.Z – Business and other management consultancy activities
l) 71.12.Z – Engineering activities and related technical consultancy
§ 8 Amendment of Bylaws. Dissolution / Liquidation of the Association.
1. Adoption and amendment of the Bylaws require a resolution of the General Meeting adopted by a qualified majority of 2/3 of the votes.
2. A motion to dissolve/liquidate the Association may be submitted in writing by:
a) the Management Board,
b) the Supervisory Board,
c) at least 2/3 of all ordinary members of the Association.
3. Adopting a resolution of the General Meeting to dissolve or liquidate the Association requires a majority of 2/3 of the valid votes cast by all members present at the General Meeting.
4. If a resolution on the dissolution/liquidation of the Association is adopted, the members of the Management Board will act as liquidators.
5. In the event of liquidation, the Association’s assets may not be divided among the members of the Association; they must be transferred to another social organization of a similar nature.
6. Matters concerning dissolution and liquidation of the Association not regulated in the Bylaws will be governed by the provisions of the Act of 7 April 1989 Law on Associations (reference in the Polish Journal of Laws: Dz. U. 2019 r., pozycja 713 as later amended).
§ 9 Final provisions.
- The Bylaws and amendments to the Bylaws enter into force when the relevant decision of the Registry Court becomes final.