The Lazarski University Foundation is a public benefit organization established on February 16, 2010. The status defines the form of activity, the principles of operation and the objectives and ways of their implementation.
General Statutes
§ 1
- The Lazarski University Foundation, hereinafter referred to as the "Foundation", was established by the Founder Juliusz Ryszard Madej by virtue of the declaration of establishment of the Foundation dated February 16, 2010 (notarial deed drawn up by Janusz Rudnicki, Notary Public in Warsaw, Repertory A No. 2412/2010), amended on November 5, 2010. (notarial deed drawn up by Janusz Rudnicki, notary public in Warsaw, Repertory A No. 16174/2010).
- The Foundation operates on the basis of the provisions of the Act of April 6, 1984 on foundations (consolidated text: Journal of Laws of 1991 No. 46, item 203, as amended) and the provisions of these statutes.
§ 2
The Foundation shall have legal personality.
§ 3
The registered office of the Foundation shall be in Warsaw.
§ 4
The duration of the Foundation shall not be limited.
§ 5
- The Foundation shall conduct its activities in the Republic of Poland, as well as abroad.
- The Foundation shall have the right to establish subordinate units in the country and abroad.
§ 6
The Foundation may establish badges, medals of honor, honorary diplomas and award them, along with other awards, honors and symbols, to natural and legal persons of merit to the Foundation.
§ 7
The Minister of Science and Higher Education is the competent authority for the purposes and scope of the Foundation's activities.
§ 8
The Foundation will obtain the status of a public benefit organization upon entry in the National Court Register of information on meeting the requirements set forth in relevant regulations.
Objectives of the Foundation's activities and ways of their realization
§ 9
The objective of the Foundation is to initiate, support and conduct activities:
- in the field of assistance in facilitating access to higher education for people in difficult life situations, primarily in the form of granting scholarships to enable higher education,
- in the field of science, education, culture, education, upbringing and preventive health care,
- in the field of dissemination and protection of freedom and human rights and civil liberties,
- supporting activities undertaken by Lazarski University.
§ 10
- The Foundation pursues its objectives in the form of paid and unpaid activities.
- The Foundation pursues its objectives through paid activities in the following areas
a) book publishing (PKD 58.11.Z),
b) publishing of magazines and other periodicals (PKD 58.14.Z),
c) scientific research and development work in the field of social sciences and humanities (PKD 72.20.Z),
d) extracurricular forms of education (PKD 85.59.B),
e) activities supporting education (PKD 85.60.Z)
f) other social assistance without accommodation, not elsewhere classified (PKD 88.99.Z). - The Foundation pursues its objectives through unpaid activities in the following areas:
a) publishing of books (PKD 58.11.Z),
b) publishing of magazines and other periodicals (PKD 58.14.Z),
c) scientific research and development work in the field of social sciences and humanities (PKD 72.20.Z),
d) extracurricular forms of education (PKD 85.59.B),
e) activities supporting education (PKD 85.60.Z)
f) other social assistance without accommodation, not elsewhere classified (PKD 88.99.Z). - Revenue from paid public benefit activities shall be used exclusively for the conduct of public benefit activities.
§ 11
All income received by the Foundation shall be used for its statutory activities.
Property and income of the Foundation.
§ 12
The assets of the Foundation shall be the initial capital in the amount of 40,000 (forty thousand) PLN, granted by the Founder in accordance with the notarial deed of establishment of the Foundation, and assets acquired in the course of the Foundation's activities.
§ 13
- 1. The income of the Foundation shall be:
a) grants, subsidies, donations, inheritances and bequests received from the country and abroad,
b) income from collections and public events,
c) interest on deposits and capital contributions and securities,
d) income from movable and immovable property. - Income from grants, subsidies, donations, legacies and bequests may be used for the realization of all the purposes of the Foundation, unless the donors have decided otherwise.
- The Foundation may accept the inheritance only with the benefit of inventory. The Board of Directors shall declare acceptance of the inheritance with the benefit of inventory only if the active state of the inheritance exceeds the amount of the inheritance debts.
§ 14
- Persons who make a single or total donation to the Foundation in the amount of not less than 500 (five hundred) zlotys, the Foundation shall grant, with their consent, the title of "Friend of the Foundation". This title has an honorary character.
- To natural persons and legal entities that make a single or total payment to the Foundation in the amount of not less than 5,000 (five thousand) PLN, the Foundation shall grant, with their consent, the title of "Sponsor of the Foundation". This title is honorary in nature.
- To individuals and legal entities that make a single or total payment to the Foundation in the amount of not less than 15,000 (fifteen thousand) PLN, the Foundation shall grant, with their consent, the title of "Silver Foundation Sponsor". This title is of honorary nature.
- To individuals and legal entities that make a single or total payment to the Foundation in the amount of not less than PLN 30,000 (thirty thousand), the Foundation shall grant, with their consent, the title of "Gold Sponsor of the Foundation". This title is honorary in nature.
§ 15
- The Foundation shall keep its accounts in accordance with the rules set forth in separate regulations.
- The Foundation's fiscal year begins on October 1 and ends on September 30 of each calendar year.
§ 16
It is prohibited:
a) to grant loans or to secure obligations with the assets of the Foundation in relation to the Founder, members of the Foundation's authorities or the Foundation's employees, as well as to persons with whom the Founder, members of the Foundation's authorities and the Foundation's employees are married, in cohabitation or in a relationship of consanguinity or affinity in a straight line, relationship or affinity in the collateral line to the second degree, or are related by adoption, guardianship or custody, hereinafter referred to as "close relatives",
b) transfer of the assets of the Foundation for the benefit of the Founder, members of the Foundation's authorities or Foundation's employees and their close relatives in a manner other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,
c) to use the assets of the Foundation for the benefit of the Founder, members of the Foundation's governing bodies or the Foundation's employees and their close relatives on principles other than in relation to third parties, unless this use results directly from the statutory purpose of the Foundation,
d) to purchase goods or services from entities involving the Founder, members of the Foundation's governing bodies or the Foundation's employees and their close relatives, on principles other than in relation to third parties or at prices higher than market prices.
§ 17
- The remuneration charged by the Foundation for its paid public benefit activities may not be higher than that resulting from the calculation of the direct costs of these activities.
- The remuneration of individuals for employment in the performance of statutory unpaid activities and paid activities carried out by the Foundation may not exceed 1.5 times the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year.
Foundation authorities.
§ 18
The authorities of the Foundation are:
- Foundation Council,
- Board of Directors.
§ 19
- The Foundation Council is the supervisory and control body over the activities of the Foundation.
- The Foundation Council consists of at least 3 members.
- The members of the Foundation Council are appointed and dismissed by the Founder, who also determines the number of members of the Foundation Council.
- The Chairman of the Foundation Council, Deputy Chairman of the Foundation Council and Secretary of the Foundation Council shall be elected by the Council from among its members.
- Members of the Foundation Council may not be members of the Board of Directors or be related to them by marriage, cohabitation, relationship, affinity or service subordination. Members of the Council of the Foundation may not be persons convicted by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.
- Members of the Council of the Foundation may not be persons convicted by a final judgment for an intentional crime.
§ 20
Membership in the Council of the Foundation shall expire upon dismissal by the Founder, death, submission of resignation or by a final sentence of deprivation of public rights of a member of the Council of the Foundation.
§ 21
The Foundation Council shall have the right and duty to:
a) promote the objectives of the Foundation,
b) review and approve annual and prospective plans of the Foundation's activities,
c) initiate the directions of the Foundation's activities,
d) control the substantive and financial activities of the Foundation,
e) adopt resolutions on the acquisition or disposal of real estate by the Foundation,
f) establish rules for the remuneration of the Foundation's employees and grant remuneration to members of the Board,
g) approve annual reports on the activities of the Foundation submitted by the Board.
h) to adopt rules of operation of the Board,
i) to adopt a resolution to merge with another foundation with similar objectives.
§ 22
- Council meetings shall be convened by its Chairman on his own initiative, at the request of the Board or at the request of at least 1/3 of the members of the Council.
- Seetings of the Council of the Foundation shall be held at least twice a year, unless there is a need to convene meetings of the Council more frequently.
- Seetings of the Council of the Foundation shall be attended by the President of the Board, or another Board member authorized by him.
- The President, on his own initiative or at the request of the Council, may order the appearance of all members of the Board.
- Foundation Council meetings may be attended by the Founder.
- Resolutions of the Council of the Foundation are passed by a simple majority of votes with the presence of at least half of the Council, unless otherwise stipulated in these Articles of Association, provided that the presence of the Chairman or Vice-Chairman of the Council is required at the meeting.
- Resolutions of the Council of the Foundation may also be passed by written vote, provided that all members of the Council of the Foundation agree to a written vote. Excluded from written voting is the appointment and dismissal of members of the Foundation's Board of Directors and approval of the annual reports on the Foundation's activities submitted by the Board.
- The functions of the members of the Foundation's Council are honorary and unpaid. Members of the Foundation Council shall not be entitled to remuneration for serving on the Council. Members of the Council of the Foundation may receive, by virtue of performing their functions in the Council, reimbursement of reasonable expenses in an amount not exceeding the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year.
§ 23
- The Board of Directors of the Foundation shall consist of from two to five members, including the President and Vice President of the Board.
- Members of the Board may not be persons convicted by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.
- The Founder:
a) appoints and dismisses members of the Board,
b) determines the number of members of the Board,
c) assigns functions to members of the Board. - The President of the Board convenes and presides over meetings of the Board.
- Members of the Board may be awarded remuneration for their functions on the Board of the Foundation. The granting of remuneration to members of the Board shall be decided by the Foundation Council.
§ 24
- The competence of the Board shall include making decisions on all matters not reserved to the competence of the Foundation Council or the Founder.
- The Board in particular:
a) manages the activities of the Foundation and is responsible for the implementation of its statutory objectives,
b) represents the Foundation outside,
c) manages the assets of the Foundation,
d) develops annual and prospective plans for the Foundation's activities,
e) develops annual reports on the activities of the Foundation. - The Board adopts resolutions by a simple majority of votes. In order for a resolution to be valid, the presence of at least two Board members, including the President of the Board, is required.
- The following are authorized to represent the Foundation:
a) if the Board consists of two persons - each Board member independently,
b) if the Board consists of more than two persons - two Board members acting jointly. - The Foundation Council may adopt rules of procedure, defining detailed rules of operation of the Board.
- The Board shall submit to the Foundation Council an annual report on its activities for the previous fiscal year by March 31 of the following year.
Final provisions.
§ 25
In the event of the Founder's death, all rights vested in the Founder under these Statutes shall vest in the Founder's heirs. The heirs of the Founder should designate from among themselves one person who will exercise the rights vested in the Founder.
§ 26
The Foundation, on the basis of a resolution of the Council of the Foundation adopted by a majority of 2/3 of votes, may merge with another Foundation with similar objectives.
§ 27
- The decision to put the Foundation into liquidation shall be made by the Founder after obtaining a prior opinion of the Council of the Foundation.
- The liquidation shall be carried out by a liquidator appointed by the Founder.
- The assets remaining after settling the Foundation's liabilities shall be transferred by the liquidator to other, indicated by the Council of the Foundation or the Founder, not-for-profit organizations carrying out activities similar to those of the Foundation.
§ 28
Any amendments to the Articles of the Foundation shall be made by decision of the Founder.
Warsaw, November 16, 2010.