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The rules of procedure

E-South cluster has been set up by entrepreneurs from the ICT industry established mainly in the province of Silesia. As an Association of companies and organizations does not have legal personality.  The cluster is open to all interested parties. A participant may be anyone who expresses a desire to implement its objectives
and accept these terms and conditions. 

Used concepts:

Cluster: the cluster e-South

Coordinator: Association for the development of the information society "E-South"

Participant: the cluster member E-South

  

Regulations cluster operations e-South

 

in the framework of the implem
entation of the e-Cluster project South as a platform to improve the innovation and techn
ological development of telecommunications operators in me
a
sures co-financed by the Silesian Voivodeship, Silesian regional operational programme for the period 2007-2013 – action 1.3. Innovation and Technology Transfer in force until the end of the quarter and the year 2020

 

 

Chapter 1

General provisions

§ 1.

 

  1. The full name of the cluster: the cluster E-South
  2. The cluster has been set up on the basis of the framework agreement for cooperation by the Association for the development of the information society "E-South" based in Bytom, and other entities that are parties to the case cited above.
  3. Office of the Coordinator of the cluster is located in Katowice.
  4. Official website of the cluster is www.e-poludnie.pl 
  5. The current list of participants in the cluster is available at www.e-poludnie.pl/czlonkowie/
  6. The cluster may be a member of the Organization of national, foreign and international.
  7. The cluster may use their own badges and stamps in accordance with the rules in force in this respect.
  8. The cluster is based on social work members and to conduct their affairs can employ workers.
  9. The cluster does not have legal personality and shall not constitute a partnership, however, is a platform for joint actions of its participants.
  10. A cluster refers to an indefinite period.

Chapter 2

The objectives and actions

§ 2.

  1. The purpose of the Association were formulated in five groups:
    1. Business goals:
  • the exchange of experience related to the implementation of innovative product solutions, technological and organisational in individual companies falling within the

part of the cluster,

  • the development and strengthening of the potential of the Innovation Cluster (e)-South
  • to accelerate the transfer of new technology to local telecommunications operators to improve their competitive position in its sector;
  1. The objectives of innovation (R & d):
  • establish a close cooperation with scientific entities in order to improve the procesutransferu technology and the implementation of modern solutions;
  1. Infrastructure targets and aglomeracyjne
  • cooperation with the regional centres, supporting the development of clusters and local labour market benefit from specialized consultancy services concerning the development of plans for the development and expansion of the cluster and in terms of quality, innovation and new technologies;
  1. Social goals
  • the growth of the network economy (e-services), the impact on the development of the information society;
  1. Network objectives
  • building a culture of cooperation and trust within the cluster
  • promoting and building the image of the cluster.

 

Chapter 3

The participants, their rights and obligations

§ 3.

 

  1. A participant in the Cluster can be lead organisation active in the telecommunications industry.
  2. The reception of the next Cluster, the cluster Member rights entities requires the fulfilment of the following conditions: an expression of the will of the accession to the cluster by filling in and signing the appropriate agreement for cooperation in the framework of the cluster.
    1. activities in the telecommunications industry or its surroundings,
    2. acceptance of the rules of procedure of the cluster and the Cluster per participant
    3. accept the bid entity on the cluster member by the Council, by a simple majority of the members of the Council present at the meeting.
  3. Participation in the cluster is based on the principles of voluntary and willing cooperation, on an equal footing, where rules: honesty, competition, cooperation, mutual trust and transparency.

 

§ 4.

 

  1. Cluster participant is obliged to:
    1. follow the arrangements taken at the joint meetings, in particular on trade secret,
    2. participate in meetings,
    3. abide by the rules of procedure of the cluster.
  2. The participant has the right Cluster: Cluster Participants will treat as confidential all information, data, know-how, values and other documents, which became known to them and as a result of the cooperation.
    1. alone to organize working groups and projects with other participants,
    2. use of the logo and the name of the e-South in their promotional materials,
    3. access to all information directed to the cluster,
    4. participate in the initiatives launched in the framework of the cluster.
  3. Records and other confidential information that a participant in the cluster is obtained from another site can be used only with the consent of the parties, from which they are derived. 
  4. In the case of common work results in the framework of the implementation of the tasks in your project pages that have these results in the separate rules for the implementation of the agreement will govern moral rights to those results. 

 

§ 5.

 

  1. The exclusion of a participant in the Cluster can occur upon written request, containing the full reasons therefor, to the President of the Council and signed by at least 1/2 the number of members of the Board of the cluster.
  2. The exclusion of a participant in a cluster requires the consent of all the participants in the ¾ of the cluster.
  3. The exclusion of a participant in the Cluster means termination of the contract to the Participant by the other participants.

 

§ 6.

 

  1. The relationship between a member of the Association and a participant in the Cluster
    1. Membership in the Association is not synonymous with membership in the cluster
    2. Participant in the Cluster is not automatically a member of the Association.

 

 

Chapter 4

The organisational structure of the cluster

 

§ 7.

  1. The organisational structure of the cluster: the cluster Coordinator, the Council, the Executive Board of the cluster, the Cluster Working Group, Maker of the cluster.

 

§ 8

The Coordinator

  1. Organizational and administrative support for the cluster lead Coordinator-Association for the development of the information society "E-South" based in Bytom.
  2. The Coordinator is responsible for:
    1. the organisation of activities,
    2. to inform the participants about the current Cluster action taken within the framework of the cluster through a website, newsletter or e-mail correspondence,
    3. organizing information meetings cyclical (thematic)
    4. animate cooperation within the cluster and regional units, iob, in other Clusters, etc.
    5. the provision of specialized services to companies and other actors in the cluster,
    6. organize cluster resources sharing system to its members,
    7. representation in the media, Cluster
    8. representing a cluster of national and international projects,
    9. the development of tangible and intangible resources made available to the members of the cluster,
    10. carrying out the monitoring of the activities of the cluster,
    11. implementation of quality management systems and CSR.

 

§ 9

The Council Of The Cluster

 

  1. The Council enters into a Cluster of each entity's representative participating in the cluster that have one mandate.
  2. The Council approves the Cluster developments, programs and strategy, as well as oversees the implementation of strategic projects and tasks. The competence of the Council of the cluster in particular: Resolution of the Council of the cluster require a simple majority of the votes.
    1. accepting new members,
    2. adoption of the rules of procedure and its changes
    3. choice and reference of the President of the Council,
    4. choice and reference of the members of the Management Board,
    5. the examination and approval of plans for the development and operation of the cluster and the substantive projects
    6. setting up task forces,
    7. approval of the reports of the Board of Directors,
    8. commit sources and how the financing for the cluster, including the financing of administrative and organizational support.
  3. The work of the Council chaired by the President of the Council of the cluster selected for a two-year term from among its members.
  4. To the powers of the President:
  • the fixing of the dates and places of meetings of the Council;
  • setting the agenda for meetings of the Council;
  • conduct of meetings of the Council.
  1. The Council may set up working groups to Cluster (themed) in order to take up and pursue joint initiatives, consistent with the objectives and strategy contained in Cluster development plan. Application for appointment of the team may be any member of the Council of the cluster. The request shall be submitted to the Board, which shall submit it for consideration at the next meeting of the Council of the cluster.
  2. Council meetings take place in the Cluster as needed, but no less frequently than once per quarter.
  3. Meetings of the Council shall be held at the headquarters of the cluster Coordinator of the cluster or in another specified location.
  4. The cluster's Council meeting shall be convened by its Chairperson or on behalf of the Board by using letters, referrals, courier mail, email, telephone, directly through oral communication or by setting the next meeting at the meeting preceding it, the meeting should take place with at least one week in advance. When convening a meeting should give the date, time and place of the intended holding and, if indicated, and also possible to approximate the agenda. The meeting may be held without delay, without his convening, if all the members of the Council are present on it, and no one reported the opposition to his serve.
  5. The President of the Council shall draw up a note covering the key issues raised at the meeting and all decisions taken on it, indicating the place and time of a meeting the content taken at a meeting of the resolutions, and the number of votes cast for each of them indicating the number of votes "for", "against" and "abstentions".

 

§ 10

Cluster Management

 

  1. For the implementation of the current tasks of the Board corresponds to the cluster, consisting of one to five persons appointed by the Council from among the Cluster of candidates submitted by the Coordinator of the cluster. In its resolution on electing a member of the Board of Directors, the Council of the cluster defines its objectives and targets. Within the framework of the tasks assigned to it and the purposes of each of the members of the Board of Directors is billed separately.
  2. The number of members of the Board of Directors depends on the amount of tasks and budget possibilities of the Coordinator, which includes members of the Board of the appropriate agreement.
  3. The Board works on a regular basis with the Chairman of the Council of the cluster and the cluster to the Council the annual activity reports.
  4. In the case of the appointment of the Management Board, the Council shall appoint the Chairman of the Board of Cluster multiplayer to which competence:
  • the fixing of the dates and places of meetings of the Management Board;
  • setting the agenda for meetings of the Management Board;
  • conduct of meetings of the Board of Directors.
  1. It is the responsibility of the Board of Directors of the cluster in particular:
  • the preparation of action plans for the organisation and development of the cluster.
  • preparation of periodic reports on the activities of the cluster;
  • the implementation of projects and tasks entrusted to it by the Council of the cluster;
  • cooperation in the framework of the initiatives and projects within the framework of the cluster by its members.
  1. The competence of the Management Board shall, in particular:
  • to represent the Cluster Participants to any third party, including the signing of agreements on cooperation in the field in the framework of the activities of the cluster, without the right to enter into commitments to property;
  • initiate projects and to prepare proposals for funding these projects cluster with aid funds;
  • undertake initiatives identified in the framework of the programme of action approved by the Council of the cluster;
  • proposing new initiatives and projects on the cluster.
  • activities in the field of internationalization of the cluster;
  • for taking decisions in relation to the cluster in all matters not reserved for the Council, with the exception of decisions concerning commitments.
  1. Select a member of the Board of Directors of the cluster means granting him power of attorney to represent the Cluster Participants to any third party in respect of the activities of the cluster, without the right to commit. Power of attorney shall expire upon cessation of the performance by a member of the Board of its functions on appeal, death or resignation. If there is more than one of the members of the Management Board, to represent the Cluster Participants required is the total of at least two members of the Board of Directors.
  2. Resolutions of the Board of Directors require a simple majority of the votes.
  3. In matters not regulated by different to the methods of operation and organization of the Board of Directors shall apply mutatis mutandis the provisions of the rules of procedure for the Council.

 

Chapter 5

Final provisions

 

§ 11.

 

  1. In matters not regulated by these rules shall apply the relevant provisions of Polish law, especially the civil code, industrial property rights, copyright law, and the law against unfair competition, and other mandatory provisions of law.
  2. The parties undertake to the amicable settlement of any disputes which may arise from the relationship under the terms of the cluster.
  3. In the absence of an agreement, disputes will be settled by the court competent for the seat of the Coordinator of the cluster.
  4. Any changes or additions to these rules require under the pain of nullity in writing and approval of a simple majority of the participants in the cluster.
  5. Regardless of these rules each of the participants in the cluster has the right to individually apply for co-financing own projects, and these terms and conditions shall in no way restrict their independent activities.
  6. The Cluster participants acting in the framework of the projects will comply with applicable law. In particular, the Parties shall not take any action concerning the coordination of their action in the market or Exchange information about their activities, if this could result in a violation of the law on protection of competition and consumers. 

September's 2014