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The Lazarski University Foundation is a public benefit organisation established on 16 February 2010. These Statutes determine its operating form, terms of operation as well as its goals and the manner of pursuing them.

General provisions

§1

  1. The Lazarski University Foundation, hereinafter referred to as the "Foundation", was established by the Founder Juliusz Ryszard Madej under a representation on establishing the Foundation of 16 February 2010 (notarial deed drafted by Janusz Rudnicki, Notary Public in Warsaw, under R/D A no. 2412/2010), amended on 5 November 2010 (notarial deed drafted by Janusz Rudnicki, Notary Public in Warsaw, under R/D A no. 16174/2010).
  2. The Foundation operates under the Act on Foundations of 6 April 1984 (uniform text: Journal of Laws Dz.U. of 1991 No. 46, item 203 as amended) and the provisions of these Statutes.

§2

The Foundation has a legal personality.

§3

The Foundation's registered seat is Warsaw.

§4

The Foundation has been established in perpetuity.

§ 5

  1. The Foundation pursues its operations within the territory of the Republic of Poland as well as outside its borders.
  2. The Foundation is entitled to establish subordinate entities both domestically and abroad.

§6

The Foundation is entitled to establish distinctions, honorary medals, honorary diplomas and award them, together with other awards, distinctions and symbols, to both natural and legal persons distinguished in their service for the Foundation.

§7

The Minister competent for the purposes and scope of the Foundation's operation is the Minister of Science and Higher Education.

§8

The Foundation will obtain the status of a public benefit organisation upon entering the information on meeting the conditions stipulated in relevant regulations in the National Court Register.

Goals of the Foundation's operation and the manner of their pursuit

§9

The goal of the Foundation is to initiate, support and pursue operations:

  • in the field of assisting persons experiencing financial difficulties in gaining access to higher education, in particular by way of awarding scholarships enabling them to obtain university education,
  • in the field of science, education, culture, upbringing and disease prevention,
  • in the field of popularising and protecting human rights and freedoms as well as civic liberties,
  • in the field of supporting actions taken by Lazarski University.

§10

  1. The Foundation pursues its goals in the form of paid and free-of-charge operation.
  2. The Foundation pursues its goals through paid operation in the following scope:
    1. publishing books (Polish Classification of Business Activity [PKD] 58.11.Z),
    2. publishing journals and other periodicals (PKD 58.14.Z),
    3. academic research and development works in the field of social sciences and humanities(PKD 72.20.Z),
    4. out-of-school forms of education (PKD 85.59.B),
    5. activities supporting education (PKD 85.60.Z)
    6. other social assistance, excluding accommodation, not elsewhere classified (PKD 88.99.Z).
  3. The Foundation pursues its goals through free-of-charge operation in the following scope:
    1. publishing books (Polish Classification of Business Activity [PKD] 58.11.Z),
    2. publishing journals and other periodicals (PKD 58.14.Z),
    3. academic research and development works in the field of social sciences and humanities(PKD 72.20.Z),
    4. out-of-school forms of education (PKD 85.59.B),
    5. activities supporting education (PKD 85.60.Z)
    6. other social assistance, excluding accommodation, not elsewhere classified (PKD 88.99.Z). 
  4. Revenue from paid public benefit operations will be used exclusively for the purpose of pursuing public benefit activity.

§11

Any and all revenue generated by the Foundation will be allocated to its statutory operations.

Property and revenue of the Foundation.

§12

The Foundation's property comprises initial capital in the amount of PLN 40,000 (forty thousand zlotys), allocated by the Founder pursuant to the notarial deed on establishing the Foundation, and property components acquired in the course of the Foundation's operation.

§13

  1. 1. The Foundation's revenue comprises:
    1. domestic and international grants, subsidies, donations, inheritance and bequests,
    2. revenue from collections and public events,
    3. interest on deposits, capital contributions and securities,
    4. revenue on movable property and real estate.
  2. The revenue from grants, subsidies, donations, inheritance and bequests can be allocated to pursuing any and all goals of the Foundation, unless the donors stipulated otherwise.
  3. The Foundation may accept inheritance solely with all liabilities related thereto. The Management Board will make a representation on accepting the inheritance with all liabilities related thereto exclusively if the amount of assets exceeds the amount of liabilities.

§14

  1. Natural persons who make a one-off or total payment of no less than PLN 500 (five hundred zlotys) to the Foundation will be awarded upon their consent the title "Friend of the Foundation". The nature of the title is honorary.
  2. Natural and legal persons who make a one-off or total payment of no less than PLN 5,000 (five thousand zlotys) to the Foundation will be awarded upon their consent the title "Sponsor of the Foundation". The nature of the title is honorary.
  3. Natural and legal persons who make a one-off or total payment of no less than PLN 15,000 (fifteen thousand zlotys) to the Foundation will be awarded upon their consent the title "Silver Sponsor of the Foundation". The nature of the title is honorary.
  4. Natural and legal persons who make a one-off or total payment of no less than PLN 30,000 (thirty thousand zlotys) to the Foundation will be awarded upon their consent the title "Golden Sponsor of the Foundation". The nature of the title is honorary.

§15

  1. The Foundation's accounting will be conducted under the terms provided for in separate regulations.
  2. The Foundation's accounting year will commence on 1 October and end on 30 September of every calendar year.

§16

It is hereby prohibited to:

  1. grant loans or secure liabilities on the Foundation's property with regard to the Founder, the members of the Foundation's authorities or Foundation employees or to the spouses, partners, relatives by consanguinity or affinity in straight line, relatives up to the second degree of consanguinity or affinity of or persons affiliated by adoption, guardianship or custody with the Founder, members of the Foundation's authorities and Foundation employees, hereinafter referred to as "next of kin",     
  2. transfer the Foundation's property to the Founder, members of the Foundation's authorities or Foundation's employees or to their next of kin under terms other than applicable to third parties, especially if such transfer is effected free of charge or under preferential conditions,
  3. use the Foundation's property to the benefit of the Founder, members of the Foundation's authorities or Foundation's employees or their next of kin under terms other than applicable to third parties, unless such utilisation arises directly from a statutory goal of the Foundation,
  4. purchase goods or services from entities in which the Founder, members of the Foundation's authorities or the Foundation's employees or their next of kin have an interest under terms under than applicable to third parties or at prices exceeding market prices.

§17

  1. The remuneration received by the Foundation on account of pursued paid public benefit operations cannot exceed the figure arising from calculating direct costs of such operations.
  2. The remuneration received by natural persons on account of their employment for the purposes of free-of-charge and paid statutory operations pursued by the Foundation cannot exceed 1.5 times the average monthly remuneration in the private sector announced by the President of the Central Statistical Office of Poland for the preceding year.

Foundation's authorities

§18

The Foundation's Authorities are:

  1. the Foundation Board,
  2. Management Board.

§19

  1. The Foundation Board supervises and controls the Foundation's operations.
  2. It comprises at least three members.
  3. Members of the Foundation Board will be appointed and dismissed by the Founder, who will also determine the number of the Foundation Board members.
  4. The Foundation Board will appoint its Chairperson, Deputy Chairperson and Secretary from among its members.
  5. Members of the Foundation Board may not be members of the Management Board or spouses, partners, relatives by consanguinity or affinity, or work subordinates of Management Board members. Members of the Foundation Board cannot be subject to final and binding verdicts on account of wilful indictable offences or fiscal offences.
  6. Members of the Foundation Board cannot be subject to final and binding verdicts on account of wilful offences.

§20

Membership in the Foundation Board will be revoked on account of dismissal by the Founder, death, resignation or following a final and binding sentence for deprivation of civic rights, issued against a Foundation Board member.

§21

The Foundation Board has the right and obligation to:

a) popularise the Foundation's goals,

b) provide an opinion on and approve annual and prospective plans for the Foundation's operations,

c) initiate the directions for the Foundation's operation,

d) control the substantive and financial operations of the Foundation,

e) adopt resolutions on purchasing or selling real estate by the Foundation,

f) determine the conditions for remunerating Foundation's employees and awarding remuneration to Management Board members,

g) approve annual reports on the Foundation's operation submitted by the Management Board,

h) adopt regulations for the operation of the Management Board,

i) adopt a resolution on merging with another foundation pursuing similar goals.

§22

  1. The sessions of the Foundation Board will be convened by the Board's Chairperson on the Chairperson's own authority, at the motion of the Management Board or upon the motion of at least 1/3 of the Foundation Board members.
  2. The sessions of the Foundation Board will be held at least twice a year, unless a need arises to convene them more frequently.
  3. Foundation Board sessions will be attended by the President of the Management Board or another Management Board member authorised by the President.
  4. On the Chairperson's own authority or upon the motion of the Board, the Chairperson may demand that all Management Board members attend the Board's session.
  5. The Founder will be entitled to attend the sessions of the Foundation Board.
  6. Resolutions of the Foundation Board will be adopted by simple majority in the presence of at least 50% of the Board's members, unless these Statutes indicate otherwise, subject to the stipulation that the Chairman or the Deputy Chairperson of the Board must be present at the session.
  7. Resolutions of the Foundation Board may also be adopted by way of a vote in writing, provided that all Foundation Board members consent to holding the written vote. Appointing and dismissing members of the Foundation's Management Board and approving annual reports on the Foundation's operation submitted by the Management Board cannot be subject to a written vote.
  8. Membership in the Foundation Board is honorary and free of charge. Members of the Foundation Board are not entitled to any remuneration on account of holding their functions. Foundation Board members will be entitled to a refund of reasonable costs connected with holding their functions on the Foundation Board in an amount not exceeding the average monthly remuneration in the private sector published by the President of the Central Statistical Office of Poland for the preceding year.

§23

  1. The Foundation's Management Board will comprise between two and five members, including a President and Vice President of the Management Board.
  2. Members of the Management Board cannot be subject to final and binding verdicts on account of wilful indictable offences or fiscal offences.
  3. The Founder:
    a) appoints and dismisses Management Board members,
    b) determines the number of Management Board members,
    c) awards respective functions to Management Board members.
  4. Sessions of the Management Board will be convened and headed by the President of the Management Board.
  5. Management Board members may be awarded remuneration on account of holding their functions on the Foundation's Management Board. Awarding any remuneration to Management Board members will be determined by the Foundation Board.

§24

  1. The tasks of the Management Board include making decisions in all issues not reserved for the Foundation's Board or the Founder.
  2. In particular, the Management Board:
    a) manages the Foundation's operations and is responsible for achieving its statutory goals,
    b) represents the Foundation in all external situations,
    c) manages the Foundation's property,
    d) devises annual and prospective plans for the Foundation's operations,
    e) devises annual reports on the Foundation's operations.
  3. The Management Board will adopt resolutions by simple majority. At least two Management Board members, including the President of the Management Board, must be present for a resolution to be valid.
  4. The Foundation can be represented by:
    a) every member of the Management Board individually, if the Management Board consists of two persons,
    b) two members of the Management Board acting together, if the Management Board consists of more than two persons.
  5. The Foundation Board may adopt regulations determining in detail the terms of the Management Board's operation.
  6. The Management Board will submit to the Foundation Board an annual report on its operation in the previous accounting year by 31 March of the following year.

 

 

Final provisions

§25

In case of the Founder's death, any and all rights vested in the Founder under these Statutes will be transferred to the Founder's heirs. The Founder's heirs will appoint from among their number one person to exercise the rights vested in the Founder.

§26

Under a resolution of the Foundation Board adopted by a majority of 2/3 votes, the Foundation may be merged with another Foundation pursuing similar goals.

§27

  1. A decision to put the Foundation into liquidation will be made by the Founder upon a prior consultation with the Foundation Board.
  2. Liquidation will be conducted by a liquidator appointed by the Founder.
  3. Property components remaining after settling the Foundation's liabilities will be transferred by the liquidator to other non-profit organisations pursuing operations similar to the operations of the Foundation that are identified by the Foundation Board or the Founder.

§28

Any and all amendments to the Statutes of the Foundation will be made upon a decision of the Founder.

 Warsaw, 16 November 2010