By-laws of the

Polish Association for Wind Engineering


I. GENERAL STATEMENTS

§1

1. Polish Association for Wind Engineering (Polskie Stowarzyszenie Inżynierii Wiatrowej), hereinafter referred as PAWE (PSIW), is a self-governed association freely open to persons active in the field of wind engineering.

2. PAWE continues the activities of the Polish Group of International Association for Wind Engineering, which has active since 1988 and affiliated to the Committee on Civil Engineering and Hydroengineering of the Polish Academy of Sciences.

§2

PAWE has got legal entity.

§3

PAWE is active in the whole area of the country (Poland), and has its registered office in Cracow.

§4

1. PAWE may participate in creation of federations or accede to federations of national or international associations which have the aims similar to the ones of PAWE.

2. Accession to the federations mentioned in p.1. is decided by General Assembly of Members by majority of at least 2/3 of the number of members with the decisive voice taking part in the Assembly.

II. AIMS AND MEANS OF ACTIVITY

§5

The aim of PAWE is inspiration and development of the scientific activities, research and technical activities related to wind engineering.

§6

PAWE accomplishes its aims by:

1. Organization of the workshop meetings devoted to presentation of selected problems in the scope of wind engineering (at least two meetings in each year),

2. Exchange of experience between the members of the Association in the scope of wind engineering,

3. Organization of conferences, symposia, seminars of the scientific and technical character and patronage over the conferences and symposia organized by other organizations,

4. Information activity on scientific and technical problems in the scope of wind engineering,

5. Giving opinions on drafts of codes, standards, studies, scopes of research in the field of wind engineering,

6. Information on its activity and activities of international organizations dealing with wind engineering, above all on the activity of IAWE (International Association for Wind Engineering),

7. Issuing of information materials, including the information bulletin for the Association members,

8. Educational activity by means of organization of conferences, seminars or workshops in the range of application of the research works in the field of wind engineering,

9. Cooperation with international organizations gathering people working professionally in the field of wind engineering.

III. MEMBERS

§7

The members of PAWE may be:
a) regular members,
b) supporting members.

§8

A regular member may become a Polish citizen, who declares the will of activity for the accomplishment of the PAWE aims and in the professional activity deals with the problems of wind engineering.

§9

A supporting member may be a legal entity interested in the PAWE activity, who declares the will of supporting its activity. The support may be of various forms, especially financial support of the PAWE activity (financial support for the PAWE member’s participation in international conferences, financing of the research in the field of wind engineering, financial support for publications etc.).

§10

1. Regular members are accepted by the PAWE Board on the basis of the written declaration of the person coming forward, his list of up to date achievements in the field of wind engineering and recommendations of two members of PAWE.

2. Supporting members are accepted by the PAWE Board on the basis of the written declaration of the one coming forward, which should be supported by recommendations of two members of PAWE.

3. Members of PAWE are obliged to pay fee of the amount decided by the General Assembly of Members.

4. Regular membership expires as a result of:
a) voluntary resignation from PAWE membership by written declaration to the Board,
b) death of the member.

5. Regular member can be removed from the PAWE member list on the basis of the PAWE Board decision if a member does not fulfil his statutory duties. The Board is obliged to invite the member to the meeting during which the removal is going to be decided. If the member does turn up for the meeting, the Board may decide his removal without the presence of the member.

6. Supporting membership expires as a result of:
a) voluntary resignation from PAWE membership by written declaration to the Board,
b) liquidation of the institution being supporting member.

§11

1. Regular member have the right to:
a) participate in the events organized by PAWE,
b) obtain a regular information on PAWE activity,
c) participate in the General Assembly of Members.
The regular members have got voting rights and the right to be elected, as well.

2. Regular members are obliged to:
a) fulfil the statute aims of PAWE,
b) obey the resolutions of the statute and resolutions of the PAWE bodies,
c) participation in PAWE activities.

§12

1. Supporting members have the right to:
a) obtain a regular information on PAWE activity,
b) obtain information on date and program of General Assembly of Members.

2. Supporting members are obliged to support the Association activities in a freely chosen form.

IV. PAWE AUTHORITIES

§13

The authorities of PAWE are:
a) General Assembly of Members,
b) Board,
c) Audit Committee.

§14

1. The supreme authority of PAWE is General Assembly of Members (hereinafter referred as GAM).

2. In GAM are taking part regular members and supporting members in an advisory capacity by their representatives. Other persons invited by the Board may take part in GAM, as well.

3. The GAM program is prepared by the Board with respect to the PAWE needs. The Board takes into account the written propositions given by members during the program preparation.

4. The Board calls GAM by informing the members in writing form on the date and program at least 14 days ahead. The members should obtain the text of resolutions drafts with this information, so they could, in case of absence at GAM, take a stance in writing form and give their opinion to GAM.

5. GAM is in force when the following conditions are fulfilled:
a) the members have been correctly informed on the date and program of GAM,
b) at least half of the number of regular members is present.

6. GAM authorities include:
a) accepting the report and the financial report of the PAWE activity,
b) passing programs of PAWE activity,
c) electing – voting by secret ballot – the Board (with composition: President, Vice-president, Secretary, Treasures), as well as the Audit Committee (with composition: President, Vice-president and Secretary),
d) voted by secret ballot dismissal of the Board members and the Audit Committee members before the term’s ending,
e) passing the resolutions of PAWE accession to federations of organizations (according to §4 p. 2),
f) passing the amount of membership fee,
g) passing the changes in PAWE statute (according to §19),
h) passing the resolutions of PAWE dissolution (according to §20).

7. GAM may only pass resolutions included in the meeting program.

8. GAM resolutions are passed by ordinary majority of votes except for the cases mentioned in p. 6 e, g, h.

9. Board members are elected if they get more than half of legal votes.

10. The meeting of GAM is chaired by presidium with composition: chairman of GAM and secretary of GAM elected by GAM. Members of the Board may not be elected as members of presidium.

11. The GAM meeting minutes are taken. The minutes are signed by chairman and secretary of the GAM.

§15

1. The GAM meeting minutes are taken. The minutes are signed by chairman and secretary of the GAM.

2. The Board is elected for one term of 4 years. The Board members may not be persons who have been condemned by legally valid sentence for intentional crimes.

3. In case of member’s resignation before term’s end a new Board member is elected to take his place on the next GAM with the same term ending as of previously elected Board.

4. Meetings of the Board should take place at least once a half year. These meetings are called by the President or with his authorization by Vice-president. Board meeting should also be called as a result of a proposal put forward by two Board members not later than 1 month from the time proposal has been submitted to the Board President.

5. The Board resolutions are legal when ordinary majority of members are present with presence of President or Vice-president. Resolutions are passed by ordinary majority of votes and when the number of votes is equal, the vote of meeting chairman is decisive. The minutes should include the Board decisions.

6. The Board’s range of activity includes:
a) accomplishment of PAWE aims and resolutions of GAM,
b) steering of PAWE activity in progress,
c) passing financial resolutions in the legal limits and based on GAM’s authorization,
d) management of the funds and administration of PAWE possessions in the limits authorized by GAM,
e) substantive and organizing preparation of GAM,
f) appointment of short-term committees and teams and establishment of their tasks.

7. If the President of the Board quits his function before the term’s end (e.g. in case of resignation or death), then his powers are taken by Vice-president until the next GAM.

8. The Treasurer takes care of the correctness of PAWE financial activity, prepares programs and financial reports and submits them to the Board and GAM.

9. PAWE is represented outside:
a) by single person: President of the Board or the Vice-president of the Board,
b) together by two other members of the Board.

10. The Audit Committee range of activity includes:
a) running inspection of the Board activity,
b) running inspection and assessment of PAWE activity with a special regard to financial activity,
c) submitting opinions, remarks and conclusions from taken inspections to the Board,
d) issuing proposal regarding acceptation of the Board’s report to the GAM,
e) issuing proposal to provide vote of approval for the outgoing Board to the GAM at the reporting and election meeting.

11. The Audit Committee members may not:
a) be at the same time the Board members or be related or be dependent professionally to the Board members,
b) be condemned by legally valid sentence for intentional crimes,
c) get reimbursement or remuneration for the activity in PAWE by way of function in the Audit Committee.

V. FUNDS AND POSSESSIONS

§16

Funds and possessions of PAWE come into existence from the following sources:
a) voluntary payments of supporting members,
b) voluntary donations of natural persons,
c) subventions, deeds of gift and endowments,
d) membership fees.

§17

1. PAWE is conducting financial management based on legally binding regulations.

2. PAWE possessions serve the accomplishment of statute aims.

3. It is forbidden to:
a) grant loans or secure obligations on PAWE possessions to its members, members of its authorities or workers and persons married or related to them in direct line, or related in collateral line up to the second generation, or bound together by adoption, custody or ward, hereinafter referred as “close relatives”;
b) hand over PAWE possessions to its members, members of its authorities or workers and their close relatives, on other rules than in regard to third parties, especially when handing over is free of charge or on preferential terms;
c) using PAWE possessions for the sake of its members, members of its authorities or workers and their close relatives, on other rules than in regard to third parties;
d) purchase of commodities or services on special terms from entities related to its members, members of its authorities or workers and their close relatives.

§18

When the subject of PAWE financial rules and responsibilities is considered, two signatures are required: President’s or Vice-president’s and Treasurer’s.

CHANGES IN BY-LAWS AND PAWE DISSOLUTION

§19

1. The draft statute changes must be included in program of GAM and their content should be attached to information on GAM calling.

2. Resolution of the GAM passed by majority of 2/3 of members with decisive vote taking part in this meeting is required to make statute changes.

§20

1. PAWE dissolution may take place by the resolution of Special Assembly of Members called especially for this subject by majority of 2/3 of members with decisive vote taking part in this meeting.

2. In case of PAWE dissolution the remaining funds and possessions by separate resolution of Special Assembly of Members are handed over to legal entities or organizations working in the field of wind engineering.

3. Special Assembly of Members also appoints one or more liquidators with task formal leading to accomplish the dissolution resolutions of PAWE.

THE END OF THE BY-LAWS.

Content passed on PAWE Founding Meeting on April 17, 2008.

Chairman of the Founding Meeting: Janusz Kawecki

Secretary of the Founding Meeting: Ewa Błazik-Borowa