Section IV

Statutory bodies of the Council

§ 8.

1. The Council’s statutory bodies are as follows:

1) General Assembly,

2) Management Board,

3) Supervisory Board.

2. The Council appoints the Advertising Ethics Committee, which is a special body of the Council, appointed to examine the compliance of advertising messages with the provisions of the Code of Ethics in Advertising or generally accepted ethical principles and good market practices. The rules of activity of the Advertising Ethics Committee are defined in § 18 of the Statute.

3. Detailed rules of operation of each statutory body of the Council are specified in the Rules adopted by the General Assembly.

Elections of the Council’s statutory bodies

§ 9.

1. At the General Assembly and in other works of the Council, members are represented by persons authorised to represent them in accordance with the provisions of law.

2. Members of the Management Board, Supervisory Board and Advertising Ethics Committee may be natural persons meeting the requirements set out in the Statute, elected by the General Assembly from among the candidates proposed by the authorised members of the Council in accordance with the principles set out below.

3. The condition for an effective appointment of a natural person to the Management Board or the Advertising Ethics Committee is their consent to be a candidate and submitting their candidacy in writing by an authorised member of the Council at the latest by the time when the lists referred to in paragraph 4 are drawn up. For the lists referred to in the preceding sentence, one Council member may propose up to 2 (two) candidates for each vacancy in each statutory body. The proposal must be justified in writing, and the justification must include a description of the candidate’s qualifications for the function in question.

4. Once the candidacies have been put forward, Council members representing advertisers, promoters and the media, respectively, prepare 3 (three) separate candidate lists to the Management Board and Advertising Ethics Committee, placing on the respective lists all candidates proposed by Council members representing each category of advertising market actors and specifying whether the candidate is running for the Management Board or for the Advertising Ethics Committee. The General Assembly from each list elects 2 (two) members of the Management Board and 10 (ten) members of the Advertising Ethics Committee, respectively.

5. The Supervisory Board consists of 3 to 5 persons elected by the General Assembly from among any number of candidates proposed by the Council members. The prerequisite for an effective appointment of a natural person to the Supervisory Board is their consent to run in the elections and the submission of their candidacy in writing by an authorised Council member.

6. The General Assembly elects and dismisses members of the Management Board, Supervisory Board and Advertising Ethics Committee in a secret ballot.

7. If, after the election, the number of members of the Management Board or Supervisory Board is lower than the number required by the Statute or a resolution of the General Assembly, then by-elections will be held. The above provisions also apply to the by-elections referred to in § 14 paragraphs 2 and 3. In the case of by-elections, the election rules set out in this Statute apply accordingly.

8. All Council members belonging to a given group of advertising market actors, from whose list a member of the Management Board or the Advertising Ethics Committee was elected may, at any time, adopt, by a majority of ¾ of votes, a resolution to withdraw the recommendation relating to this member together with a request to the General Assembly to dismiss this member. In such a case, the General Assembly must be called immediately in order to consider the request.

Work of the Council’s statutory bodies

§ 10.

1. The term of office of the Management Board, Supervisory Board and Advertising Ethics Committee lasts two years. If a new member is appointed to any of these bodies during the term, the new member’s term expires with the expiry of the term of the other members.

2. It is the responsibility of all Council’s statutory bodies to reach decisions by conciliation. If, despite attempts to reach an agreement, it is not possible to establish a common position, the Council’s statutory bodies take a vote in accordance with the rules provided for in this Statute.

3. Resolutions of the Management Board are adopted in an open vote by a simple majority of votes in the presence of at least four of its members provided that the vote is valid if at least one representative of each of the groups referred to in § 5 paragraph 1 takes part in it. In cases requiring urgent decisions voting by e-mail is allowed subject to the conditions set out in the previous sentence. In addition, failure to respond to an invitation to vote by e-mail may not be considered an abstention.

4. Resolutions of the Supervisory Board are adopted in an open vote by a simple majority of votes in the presence of at least half of the members.

5. Resolutions of the General Assembly are adopted by a simple majority of votes.

6. The General Assembly votes in two stages on matters concerning amendments to the Statute, the Code of Ethics in Advertising, the Complaints Handling Rules, the Rules of the Advertising Ethics Committee and the amount of membership fees. In the first stage, the group of ordinary members and the group of supporting members vote separately, and the proposed amendment must be approved by ¾ of the votes of each group in the presence of at least half of its members. After fulfilling this condition, the General Assembly adopts a resolution by the majority of ¾ of votes in the presence of at least half of all members of the Council.

7. For the validity of resolutions of all statutory bodies of the Council, it is required to invite all members of a given statutory body to the meeting in writing by a courier service with acknowledgement of receipt, or by e-mail sent to the e-mail address provided by a member of a given body, delivered at least 5 days before the date of the meeting in the case of Management Board and Supervisory Board meetings and at least 14 days in the case of General Assembly meetings. The invitation must indicate the venue, date and agenda of the meeting, and in case of an invitation to the General Assembly meetings, also all draft resolutions, and in case of elections to the Council’s statutory bodies – lists of candidates.

8. The Management Board and the Supervisory Board may adopt resolutions despite the fact that the meeting has not been formally convened or in matters not included in the agenda if all members are present and none of them objects to the meeting being held or to the inclusion of particular items in the agenda.

9. The members of the statutory bodies present at the meeting may decide to vote by secret ballot in any case at the request of a member of a given statutory body. Voting by secret ballot is prohibited in the case of adopting resolutions by the Advertising Ethics Committee.

General Assembly

§ 11.

1. The General Assembly is the supreme body of the Council.

2. Meetings of the General Assembly may be attended by Council members and members of the Council’s statutory bodies.

§ 12.

1. The General Assembly may hold ordinary or extraordinary meetings.

2. Convening the General Assembly requires the setting of two times. During the first time, the General Assembly is capable of adopting resolutions if at least half of the members of the Council are present. The second time should be set half an hour after the first time. During the second time, the General Assembly is capable of adopting resolutions irrespective of the number of the Council members present. The General Assembly held during the second time may not adopt resolutions on amendments to the Statute, the Code of Ethics in Advertising, the Complaints Handling Rules, the Rules of the Advertising Ethics Committee and the amount of membership fees.

3. Meetings of the General Assembly are opened by the President of the Management Board or, in the President’s absence, by another member of the Management Board or a member of the Supervisory Board designated by the President of the Management Board. Meetings of the General Assembly are chaired by the Chairperson, elected at the beginning of each meeting by the Council members present. A person designated by the Chairperson takes the minutes of the General Assembly meeting. The minutes should include at least the names and summarised statements of the participants of the General Assembly, the content of the resolutions adopted and the number of votes cast in each case.

4. The Ordinary General Assembly meeting is called at least once a year by the Management Board and takes place not later than on 30 June of the year following the considered financial year.

5. The Extraordinary General Assembly meeting may be called at any time subject to the 14-day period.

6. The Extraordinary General Assembly meeting is called by the Management Board:

1) on its own initiative;
2) at the request of the Supervisory Board;
3) at the request of at least three members of the Council;
4) at the request of KER;
5) immediately, if the number of Management Board members or Supervisory Board members falls below the number required by the Statute.

7. If the Management Board fails to convene an Ordinary General Assembly meeting in accordance with the Statute to consider matters relating to the budget, financial reports and the election of statutory bodies’ members, such meeting is convened by the Supervisory Board.

8. The Extraordinary General Assembly meeting may only discuss matters for the consideration of which it has been convened, subject to § 10 paragraph 8.

§ 13.

1. The competence of the General Assembly includes all matters not reserved for the competence of other statutory bodies of the Council, in particular:

1) adopting, amending and repealing the Code of Ethics in Advertising;
2) amending the Statute;
3) adopting, amending and repealing the rules of the Council statutory bodies and the rules of KER;
4) adopting and settling the budget;
5) setting the amount of registration and membership fees, as well as rules for their payment;
6) approving the purchase, sale or encumbrance of titles or other rights in rem relating to real property;
7) resolving appeals against resolutions of the Management Board on the admission of new members to the Council;
8) resolving appeals against resolutions of the Management Board on termination of membership in the Council;
9) excluding Council members according to § 7 paragraph 1 item 5 of the Statute;
10) determining the number of members of the Advertising Ethics Committee;
11) electing and dismissing members of the Management Board, Supervisory Board and Advertising Ethics Committee;
12) electing the President of the Management Board from among the members of the Management Board;
13) considering and approving financial statements;
14) considering and approving reports of elected bodies;
15) adopting resolutions on joining other national or international organisations, establishing such organisations and resigning from membership in such organisations;
16) adopting resolutions on the dissolution of the Council and disposal of its assets;
17) adopting resolutions on other matters included in the agenda;
18) considering other matters submitted for the resolution by the Management Board or the Supervisory Board.

Management Board

§ 14.

1. The Management Board manages day-to-day activities of the Council and represents the Council before third parties. Declarations of intent made on behalf of the Council are valid if submitted jointly by two members of the Management Board.

2. The Management Board is composed of 6 (six) members, 2 (two) persons from each of the lists referred to in § 9 paragraph 3. If during the term the mandate of any member of the Management Board expires for any reason so that the number of members of the Management Board is lower than the number indicated in the Statute, the Management Board continues to fulfil its duties until a by-election is held. To this end, the Management Board should convene the General Assembly without undue delay.

3. In the event that a by-election is necessary, the lists of candidates from among which the members of the Management Board will be elected must be drawn up by the groups indicated in § 5, paragraph 1, which have lost their representatives on the Management Board.

4. The President of the Management Board is elected from among the members of the Management Board by a separate resolution of the General Assembly. The candidate for President is indicated by rotation by the representatives of three groups of members in the Management Board indicated in § 5 paragraph 1 so that for each subsequent term of office the President is elected from among the persons subsequently indicated by each of these groups. The order will be determined by drawing lots when the Management Board is elected for its first full term of office. After three full terms of office, the order of the groups from which the President is elected will be repeated.

5. The Management Board meets, as and when necessary, at least six times in each financial year.

6. Members of the Management Board perform their functions free of charge.

§ 15.

1. In addition to other areas of competence determined by the Statute, the competence of the Management Board includes:

1) pursuing the objectives of the Council and implementing resolutions of the General Assembly;
2) drafting the budget and submitting it to the General Assembly for approval early enough to adopt the budget before the beginning of the new financial year covered by the budget;
3) managing the Council’s assets and incurring liabilities on its behalf, subject to the proviso that such actions in the case of assets of value exceeding PLN 30,000 require the prior consent of the General Assembly, expressed in the form of a resolution;
4) making decisions on the purchase, sale or encumbrance of titles or other rights in rem relating to real property, subject to prior approval by the General Assembly expressed in the form of a resolution;
5) appointing and assigning tasks to committees and working groups;
6) convening the General Assembly;
7) adopting resolutions to exclude a Council member or otherwise terminate membership in the Council in situations described in the Statute;
8) keeping a register of Council members;
9) preparing financial statements and reports on the Board’s activities and presenting them to the General Assembly for approval;
10) employing the Director General of the Council Office;
11) adopting the rules and organisational structure of the Council Office;
12) electing one member of the Advertising Ethics Committee responsible for preliminary processing of complaints submitted to the Committee;
13) dismissing a member of the Advertising Ethics Committee elected by the Management Board if the member no longer meets the requirements specified in § 17 paragraph 5;
14) dismissing the member of the Advertising Ethics Committee elected by the Management Board in situations other than those referred to in item 13 above;
15) implementing resolutions of the Advertising Ethics Committee resulting from its statutory competence.

Supervisory Board

§ 16.

1. The Supervisory Board is an internal control body of the Council and consists of 3 to 5 persons, elected from among any number of candidates proposed by members.

2. The competence of the Supervisory Board includes:

1) supervising the activities of the Management Board and the Council Office;

2) submitting requests to the Management Board resulting from the conducted audits;

3) the right to convene a meeting of the Management Board;

4) participating in the Management Board meetings in advisory capacity;

5) calling the General Assembly if the Management Board fails to call it as and when stipulated;

6) calling the Extraordinary General Assembly;

7) presenting recommendations to the General Assembly on the vote of approval for the Management Board;

8) presenting recommendations to the General Assembly on the discharge and adoption of the budget and financial statements;

9) submitting annual reports on its activity to the General Assembly.

3. In order to perform its duties, the Supervisory Board may examine all documents of the Council within the scope defined in paragraph 2 item 1 and request the Management Board and staff to submit reports and provide explanations; the Supervisory Board may also verify the state of the Council’s assets.

4. A member of the Supervisory Board may exercise their control rights on their own pursuant to a resolution of the Supervisory Board.

Advertising Ethics Committee

§ 17.

1. The Advertising Ethics Committee, hereafter referred to as “KER”, is composed of up to 31 (thirty one) persons, including up to 30 (thirty) persons elected by the General Assembly and 1 (one) person elected by the Management Board. The General Assembly, by way of a resolution, may lower the number of KER members, ensuring equal representation of each group referred to in § 5 paragraph 1.

2. The election to KER is called by the Management Board who sends appropriate notifications in the manner prescribed for convening (ordinary or extraordinary) meetings of the General Assembly.

3. Council members representing advertisers, promoters and the media, respectively, submit three separate lists of candidates to KER to be elected by the General Assembly. Each list should include a number of candidates equal to at least 1/3 of the number of KER members to be elected for the considered term by the General Assembly, as stipulated in paragraph 1. A short description of the candidate and the candidate’s statement confirming their consent to run in the election and the qualifications referred to in paragraph 5 must be attached to each candidacy document. The General Assembly elects an equal number of members from each list. If more persons from a particular list receive the required number of votes, those who received the greatest number of votes become KER members. If the numbers of votes are equal, a by-election is held. If the number of candidates from a particular list who have received the required number of votes is lower than the number of vacancies, a by-election is held while maintaining the procedure for proposing candidates and preparing candidate lists for election by the General Assembly.

4. The Management Board elects and dismisses, in accordance with the principles set out in the Statute, one KER member, responsible for preliminary processing of complaints submitted to KER. This person should meet the requirements set out in paragraph 5 and additionally have a university degree in law.

5. KER members should meet the following criteria:

1) they should have full legal capacity;

2) they should have full political rights;

3) they should not have final and binding court judgment issued against them for intentional crimes;

4) they should be recognised experts in marketing communication in their environment;

5) they should not be linked with other KER members in the manner described in paragraph 6;

6) they should not be members of the Management Board or the Supervisory Board.

6. KER members may not be in a family or affinity relationship, up to the second degree; furthermore KER will not include more than one person having a legal relationship under a regular employment contract, short-term employment contract, specific-task contract or other contract to similar effect, or otherwise associated, with a given entrepreneur or entrepreneurs from one group of interrelated entities in the meaning of regulations on company income tax.

7. The mandate of a KER member expires automatically if the member does not meet at least one of the qualifications indicated in paragraph 5 above. In such events, the expiry of the mandate is confirmed by the Management Board.

§ 18.

1. The objective of KER is to assess compliance of advertising messages with the Code of Ethics in Advertising, and express opinions or make recommendations regarding compliance of the advertising messages with generally accepted ethical principles and good market practices. The position of each adjudicating panel referred to in paragraph 3 requires the form of a resolution or any other relevant form provided for in the acts of the Council governing the handling of complaints and applications of a similar nature.

2. The procedure before KER will be defined in the rules adopted in the form of a resolution of the General Assembly.

3. Each adjudicating panel should have an equal number of KER members elected from each of the three separate lists. Any resolution of the adjudicating panel requires a simple majority of votes for its validity. The resolution should be made in writing. An outvoted member of the adjudicating panel may express a dissenting opinion. In order to be valid, the dissenting opinion must be justified in writing within 7 days from the date of the resolution or expressing the opinion in a different form, as provided for in the Statute or KER rules.

4. KER members elect from among themselves Presidium of KER consisting of two representatives from each of the groups referred to in § 5 paragraph 1. The Presidium is elected by a 3/4 majority vote in the presence of 3/4 of all KER members.

5. The Presidium elects the Chairperson from among its members. The candidate for the Chairperson of the Presidium is indicated by rotation by the representatives of the Presidium of KER from among three groups of members indicated in § 5 paragraph 1, so that for each subsequent term of office the Chairperson of KER is elected from among the persons subsequently indicated by each of these groups. The order will be determined by drawing lots when the Presidium of KER is elected for its first full term of office. After three full terms of office, the order of the groups from which the Chairperson of KER is elected will be repeated.

6. The Presidium of KER represents KER before the Council’s statutory bodies, interprets the Complaints Handling Rules and makes decisions relating to the organisation of the KER work. The detailed responsibilities of the Presidium of KER is defined in the KER rules.

7. KER’s request to the Management Board to convene an Extraordinary General Assembly is accepted by the majority of 2/3 of votes in the presence of at least half of the arbitrators.