Chapter 4

Bodies of the Association.

Article 16

1. General Meeting of Members of the Association,
2. Council of the Association,Rada Izby,
3. Board of the Association.

Article 17

1. The bodies of the Association may consist only of natural persons, members of the Association, or natural persons representing members of the Association who are legal persons.
2. A natural person who is a member of bodies of the Association, representing a legal person – member of the Association, in the case of committing an offence or committing acts specified in Article 14, clause 1 “a” and “b” of the Statutes or losing the mandate to represent the legal person – member of the Association, loses the right to be a member of bodies of the Association.
   A legal person – member of the Association represented by this person to replace him/her shall delegate another person who will be a member of a body of the Association till the nearest General Meeting.
3. In the case of losing membership on the basis of Article 13 or Article 14 a natural person, representing a legal person or being a business entity who is a member of a body of the Association, loses the right to be a member of that body and another person is co-opted to replace him/her from the election list to the appropriate body of the Association.
4. By-elections shall be performed during the nearest General Meeting.
5. If the composition of an Association body is reduced to the extent that it makes its proper operation impossible, the Board of the Association, and if it is not possible, the President of the Council of Association, shall immediately convene the General Meeting to supplement the bodies composition.
6. The number of co-opted members cannot exceed 1/3 of the number of elected members.

Article 18

1. The term of office of bodies of the Association amounts to 3 years.
2. Elections to authorities of the Association are carried out by secret ballot.
   A dismissal of a member of authorities is carried out also by a secret ballot.
3. Mandates of Members of the Board and of the Council of the Association expire on the day of the General Meeting that ends the term of office.

Article 19

1. General Meeting is convened by the Board of the Association and takes place annually, at the very latest in June.
2. Board of the Association notifies members of the Association of the place, the date and the agenda of the meeting at least 21 days before the date of the General Meeting. At the same time the materials prepared for the General Meetings are to be made available for inspection in the office of the Board.
3. Members’ motions on amendments and supplements in the agenda shall be lodged to the Board of the Association at the very latest 14 days before the date of the General Meeting.
4. If the agenda has been supplemented according to the procedure specified in clause 3 the Board notifies members of the Association of supplementing the agenda at least 10 days before the date of the General Meeting.

Article 20

1. Extraordinary General Meeting may be convened by the Board of the Association on its own initiative, at the request of the Council of the Association or at a written motion of at least 1/10 of members of the Association.
   The General Meeting convened by the Board of the Association at the request of the Council or Members of the Association shall take place within two months from the motion receipt by the Board of the Association.
2. The Council of the Association has got the right to convene an ordinary General Meeting if it has not been convened by the Board of the Association in the time specified in the Articles of Association as well as an Extraordinary General Meeting whenever it deems it appropriate and the Board of the Association does not convene a General Meeting within two weeks since lodging a motion to convene it.
3. Resolutions of the General Meeting may be passed only on the issues included in the agenda, determined and announced according to the procedure specified in Article 19 – subject to provisions of clause 4.
4. Matters not included in the agenda may be the subject of resolutions of the General Meeting only in the case, if they refer to members of the Association authorities or to convening an Extraordinary General Meeting.
5. Provisions of Article 19, clause 2 – 4 shall be used accordingly.
6. The General Meeting may pass a resolution on cancelling an item from the agenda by a simple majority of votes.

Article 21

1. Members of the Association attend a General Meeting in person or by authorised representatives.
2. The President of the Board of the Association attends a General Meeting in an advisory capacity.
3. Each member of the Association has got one vote in a General Meeting.
4. In the case of organisational changes consisting in a merger of two or more Association Members into a new business, at the moment of transformation this business becomes an Association Member having at its disposal the number of votes in the General Meeting corresponding to the sum of votes before the merger.
5. In the case referred to in clause 4 the member fee shall sum up.

Article 22

1. General Meeting convened in the first term is valid, if attended at least by 50% of members of the Association.
2. General Meeting may convene in the second term determined by the body convening the General Meeting in the announcement on convening it irrespective of the number of attending it members of the Association. The second term may be at least 7 days after the first term.
3. Resolutions of a General Meeting are passed by an absolute majority of cast votes.

Article 23

1. passing the Articles of Association of the Association and its amendments;
2. passing regulations of the Association authorities election and standing orders of the General Meeting;
3. approving regulations of the Council of the Association and of the Board of the Association;
4. electing and dismissing members of the Council of the Association and of the Board of the Association;
5. setting directions and passing programs of Association activities;
6. approving the annual budget of the Association and defining the highest amount of liabilities that may be incurred by the Association;
7. approving the reports of the Board and of the Council of the Association and approving the accounting balance-sheets;
8. acknowledgement of fulfilment of duties of the Council and of the Board of the Association;
9. passing resolutions on associating the Association in the National Association of Commerce;
10. disposing separated business entities;
11. disposing real estate;
12. setting the amount of membership fees and the amount and principles of paying the registration fee;
13. setting principles of remuneration of members of the Council of the Association and of the Board;
14. hearing appeals of members of the Association from decisions on excluding;
15. passing resolutions on other matters resulting from the Articles of Association.

Article 24

1. Council of the Association consists of 5 – 9 persons elected by General Meeting. The General Meeting shall determine the number od Council Members in a given term of office.
2. Council of the Association elects from its members a President and a Vice-President and a Secretary.
3. Representative of the Council of the Association may participate in meetings of the Board of the Association in an advisory capacity.
4. The Council of the Association may delegate one of its members to fulfil the duties of a member of the Board of the Association, if a member of the Board has resigned from the post or has been suspended in Board member rights, till the Board composition is supplemented by the General Meeting.
5. The Council of the Association operates based on HIPH Council By-laws.

Article 25

1. Determining principles of financial management of the Association.
2. Performing quarterly and annual inspection of financial management of the Association;
3. Issuing opinions on the Association budget.
4. Presenting to General Meeting conclusions and observations in respect to the Association activity.
5. Presenting to General Meeting reports on inspections of the Association activity together with conclusions on acknowledgement of fulfilment of duties of the Board of the Association.
6. Giving consent for:
   1. purchasing real estate;
   2. establishing, acquiring, leasing business entities and granting on them the right to usufruct;
   3. submitting motions to change the budget of the Association.
7. Suspending members of the Board of the Association.
8. Concluding contracts of employment with members of the Board of the Association.

Article 26

Article 27

1. The Board manages the activity of the Association and represents it outside.
2. The Board operates based on HIPH Board By-laws.
3. The Board makes all decisions not reserved to other bodies by the Articles of Association.

Article 28

1. The Board of the Association shall consist of one to three persons. The General Meeting shall determine the number of Board members in a given term of office.
2. The General Meeting shall appoint the President of the Board and at his/her request the other Board members.

Article 29

1. On behalf of the Association declarations of will are made by two members of the Board, including President of the Board and one of Vice-Presidents.
2. The current activity of the Association is managed by the President of the Board.

Article 30

1. The General Meeting may dismiss a Board member based on its own initiative, upon a motion of the Council of the Association or as a result of resigning by a Board member.
2. The President of the Board is entitled to submit a motion to dismiss the other Board members, having consulted the Council of the Association in this respect.
3. A member of the Board cannot have another contract of employment without the consent of the Council of the Association.

Article 31

1. According to requirements the Board may appoint ad hoc or permanent problem committees that constitute auxiliary bodies of the Council at working out and performing specific tasks.
2. The way and principles of appointing committees referred to in clause 1 are determined by Regulations passed by the Board.