Chapter 1 - GENERAL PROVISIONS
§ 1. Name of the Foundation
The Foundation under the name "Ubi societas, ibi ius", hereinafter referred to as the Foundation, established by:
Jerzy Strzeżek, hereinafter referred to as the Founder, by a notarial deed executed before notary Jacek Nalewajek at his Notary's Office in Warsaw, at ul. Grzybowska 2 lok. 33, under repertory number A 12048/2008 of 5 November 2008, operates under the provisions of the Act of 6 April 1984 on Foundations (Journal of Laws of 1991, No. 46, item 203) and this statute.
2. The Foundation has legal personality.
§ 2. Area of operation of the Foundation, headquarters, organizational units of the Foundation
The Foundation operates in the territory of the Republic of Poland and abroad.
The seat of the Foundation is the capital city of Warsaw.
To perform its statutory activities, the Foundation may establish branches, establishments, representative offices and subsidiaries.
The Foundation may establish branches abroad.
§ 3. Duration of the Foundation
The Foundation is established for an indefinite period.
§ 4. Supervisory body
The body supervising the Foundation is the Minister of National Education.
Chapter 2 - SUBJECT AND FORMS OF THE FOUNDATION'S ACTION
§ 5. Goals and forms of activity of the Foundation
The purpose of the Foundation is:
inspiring, supporting and promoting scientific, educational and legislative initiatives concerning Polish law;
working towards realizing the principles of the rule of law, promoting and protecting the rights of various social groups, including consumer rights,
development and Europeanization of the Polish legal system.
Forms of the Foundation's activity to implement its statutory objectives:
promoting the principles of rational law-making with respect for the legal interests of various social groups, in particular for the purpose of reforming the legal system and improving the functioning of the justice system in line with social expectations, including developing information and educational programmes on the principles of the functioning of the state and law in the practice of solving various social problems in Poland and Europe,
information and publishing activities, including running thematic internet portals, in order to achieve the foundation’s goals,
organizing, co-organizing and financing and co-financing lectures, seminars and conferences related to the foundation’s goals and collecting data and information on the activities of the social and legal foundation,
organizing or co-organizing and implementing social programs, competitions and other organizational ventures on social and legal topics for the needs of social groups interested in these topics, including students regardless of the chosen field of study, in order to promote in society a model of social, economic life, education and employment of social groups that is adequate to contemporary socio-economic conditions,
creating and financing reports on specific socio-legal areas, including the functioning of law in social life and in specific areas of social, political and economic life; preparing and presenting programs to counteract pathologies in specific areas of social life, including intolerance, xenophobia and pathologies in the family,
organizing and financing research on the creation and application of law in society,
establishing scholarships, among others, for children, youth, students, scientists,
organizing and initiating activities to support individuals in society in counteracting intolerance, xenophobia and pathology in the family and other social groups,
cooperation with individuals and domestic and foreign institutions operating within the scope of the Foundation’s activities; and promotion of alternative methods of resolving disputes, in particular by supporting mediation and arbitration in resolving social and legal problems occurring in various social groups.
In order to achieve its goals, the Foundation may financially and materially support the activities of other legal entities conducting non-profit activities consistent with the goals of the Foundation.
The Foundation may conduct separately paid and unpaid public benefit activities.
The Foundation carries out paid public benefit activities within the scope of the following public tasks:
science, education, schooling and upbringing - according to art. 4 section 1 point 11 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended),
public order and security and counteracting social pathologies – according to art. 4 section 1 point 16 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended),
promotion and protection of freedoms and human rights and civil liberties, as well as activities supporting the development of democracy - according to art. 4 section 1 item 18 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended).
The Foundation carries out unpaid public benefit activities in the scope of the following public tasks:
charitable activities - according to art. 4 section 1 point 2 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended),
maintaining national traditions, cultivating Polishness and developing national, civic and cultural awareness - according to art. 4 section 1 point 3 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended),
activities supporting the development of communities and local societies – according to art. 4 section 1 point 10 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended),
activities for European integration and development of contacts and cooperation between societies - according to art. 4 section 1 point 22 of the Act of 24 April 2003 on public benefit activities and volunteering (Journal of Laws of 29 May 2003, No. 96, item 873, as amended).
Chapter 3 - FOUNDATION ASSETS
§ 6. Founding fund and other assets of the Foundation
The initial assets of the foundation are the founding capital in the amount of PLN 50,000 (in words: fifty thousand zloty) specified in the notarial deed of its establishment.
From the founding fund, an amount of PLN 10,000 (in words: ten thousand zloty) is allocated for conducting business activity as a special purpose fund for business activity.
The Foundation may create other funds, including reserve and earmarked funds, such as scholarship funds, material and financial prizes for winners of organized competitions, research and development works, and publishing funds.
§7. Foundation's Income
The Foundation's income comes from:
donations, inheritances and bequests,
income from immovable and movable property,
grants and subsidies for legal persons,
income from collections and public events, public donations,
dividends and profits from bonds, shares and interests held, as well as interest on bank deposits and other financial operations,
economic activity.
The Foundation is prohibited from:
Granting loans or securing liabilities with the organisation's assets in relation to its members, members of bodies or employees and persons with whom the employees are married, in a relationship of kinship or affinity in a direct line, in a relationship of kinship or affinity in the collateral line up to the second degree or are related by adoption, custody or guardianship.
Transferring its assets to its members, members of its bodies or employees and their close persons on terms other than those applicable to third parties, in particular if such transfer is free of charge or on preferential terms.
Use of assets for the benefit of members, members of bodies or employees and their close persons on principles other than those applicable to third parties, unless such use directly results from the statutory purpose of the organisation.
§ 8. Method of disposing of the Foundation's assets
The Foundation's assets may be used solely to implement its statutory activities. Income from the Foundation's assets is intended solely to implement its statutory objectives and to reproduce and increase its assets necessary to implement its statutory objectives.
Remuneration obtained from the conducted activity may not exceed the amount ensuring the reimbursement of costs and ensuring the continuity of such activity, including the expenses necessary to achieve the objectives.
Income from business activities may only be used to finance these activities and achieve statutory goals.
Dividends and profits from bonds, shares and interests held, as well as interest on bank deposits and other financial operations may only be used to finance statutory purposes.
Donations, inheritances, bequests, and income from public donations may be allocated for specific statutory purposes in accordance with the decision of the Management Board, unless the donors, testators or other donors have indicated a specific statutory purpose.
§ 9. Foundation finances, accounting records
The Foundation manages its finances and accounts and prepares reports in accordance with the principles set out in separate regulations.
In the Foundation's accounting records, economic activity is separated from statutory activity and conducted on full or limited independent internal accounting. This also applies to separate accounting of paid and unpaid public benefit activity.
Chapter 4 - FOUNDATION BODIES
§ 10. Foundation Bodies
The governing body of the Foundation is the Foundation's Management Board.
The Board of the Foundation is its management body.
§ 11. Method of appointing the Management Board
The Founder is a member of the first Management Board.
The first Management Board performs its functions until a new Management Board is appointed by the Founder.
§ 12. Appointment and dismissal of the Foundation's Management Board and its composition
The members of the Management Board are appointed by the Founder. The Management Board of the Foundation consists of 1 (one) to 3 (three) members. The Management Board is headed by the President of the Management Board.
Membership in the Management Board ceases upon resignation, dismissal or death of a Management Board member.
The Founder dismisses a member of the Management Board in the event of:
submission of resignation;
taking up work whose nature prevents the proper performance of the functions of a Management Board member;
illness, disability or loss of strength resulting in permanent inability to perform functions;
improper performance of the duties of a member of the Management Board;
material breach of the provisions of the Statute.
Legal actions towards the President of the Management Board and other Members of the Management Board on behalf of the Foundation are performed by the Founder or a proxy appointed by the Founder.
§ 13 Competences of the Management Board
The Management Board's competences include making all decisions concerning the Foundation and its assets, in particular:
establishing action programmes and annual and multi-annual financial plans of the Foundation;
managing the current activities of the Foundation to achieve its statutory objectives;
managing the Foundation’s assets;
accepting grants, earmarked funds, financial subsidy programs, donations, inheritances and bequests, and settling them;
establishing badges and medals of honor and awarding them along with other prizes and distinctions to natural and legal persons and organizational units who have made outstanding contributions to the foundation;
determining the employment level and the amount of funds for remuneration for the foundation’s employees; and persons cooperating with the foundation in the implementation of its statutory objectives, including its business activities;
preparing and approving reports on the substantive and financial activities of the foundation, including financial statements in accordance with the adopted accounting standards and the foundation’s chart of accounts;
organising and conducting the foundation’s business activities, managing the foundation’s financial resources in order to ensure their market economic value, including making bank deposits or purchasing bonds issued by the State Treasury;
introducing changes to the foundation’s statute, including its mandatory and purpose-related amendments, developing uniform texts of the foundation’s statute;
issuing consent for the merger and/or liquidation of foundations;
disposing of all the foundation’s income for statutory purposes, including disposing of the foundation’s income from business activities and/or income from capital gains;
establishing accounting principles and the chart of accounts in the foundation;
establishing the principles of accounting and settling the costs incurred by the foundation related to its functioning, including conducting business activities;
creation, abolition and management of the Foundation's funds.
A single-person Management Board makes single-person decisions, while a multi-person Management Board adopts resolutions by an absolute majority of votes present.
The Foundation's Management Board may adopt its own regulations.
§ 14 Submitting declarations of intent on behalf of the Foundation
Declarations of intent on behalf of the Foundation are submitted by:
President of the Management Board of the Foundation - single-person,
Two Members of the Management Board - acting jointly.
§ 15 The subject of the Foundation's economic activity
The scope of the Foundation’s economic activity according to the PKD classification includes:
Production of computers and peripherals – PKD 26.20.Z
Production of office machinery and equipment, excluding computers and peripheral devices – PKD 28.23.Z
Wholesale of computers, peripherals and software – PKD 46.51.Z
Other retail sale in non-specialized stores - PKD 47.19.Z
Retail sale of computers, peripherals and software in specialized stores – PKD 47.41.Z
Retail sale of other new products in specialized stores – PKD 47.78.Z
Retail sale of sound and audiovisual recordings in specialized stores – PKD 47.63.Z
Retail sale via mail order houses or the Internet – PKD 47.91.Z
Other retail sale outside the store network, stalls and markets - PKD 47.99.Z
Book publishing - PKD 58.11.Z
Publishing of magazines and other periodicals – PKD 58.14.Z
Other publishing activities – PKD 58.19.Z
Motion picture, video recording and television programme production activities – PKD 59.11.Z
Post-production activities related to motion pictures, video recordings and television programmes - PKD 59.12.Z
Activities related to the distribution of films, video recordings and television programmes - PKD 59.13.Z
Sound and music recording activities - PKD 59.20.Z
Software related activities – PKD 62.01.Z
IT consultancy activities - PKD 62.02.Z
Activities related to the management of IT devices – PKD 62.03.Z
Other service activities in the field of information and computer technologies - PKD 62.09.Z
Data processing; website management (hosting) and similar activities – PKD 63.11.Z
Internet portal activity – PKD 63.12.Z
Legal activity - PKD 69.10
Accounting and bookkeeping activities; tax consultancy – PKD 69.20.Z
Other business and management consultancy - PKD 70.22.Z
Research and development work in the field of social sciences and humanities - PKD 72.20.Z
Advertising agency activities - PKD 73.11.Z
Photographic activity - PKD 74.20.Z
Other professional, scientific and technical activities, not elsewhere classified - PKD 74.90.Z
Other extracurricular forms of education, not elsewhere classified – PKD 85.59.B
Activities supporting education – PKD 85.60.Z
Other health care activities, not elsewhere classified – PKD 86.90.E
Activities of professional organizations - PKD 94.12.Z
Repair and maintenance of computers and peripheral devices – PKD 95.11.Z
§ 16 Scope and forms of conducting business activity
The economic activity of the foundation may be conducted only to the extent that serves the purposes of the foundation.
The Foundation may conduct business activities through separate organizational and accounting entities.
The economic activity conducted by the Foundation is organized and managed by the Foundation Board. Separate units are managed by their directors appointed by the Foundation Board.
The scope of activities of the Foundation's economic establishments and the scope of powers and duties of the establishment directors are determined by the establishment's organizational regulations issued by the Foundation's Management Board.
Chapter 5 - CHANGES TO THE FOUNDATION'S STATUTE
§ 17. Changes to the Foundation's Statute
Amendments to the statute may not involve changes to the Foundation's purpose.
Decisions regarding changes to the statute are made by the Foundation's Management Board.
Chapter 6 - MERGER WITH ANOTHER FOUNDATION
§ 18. Merger with another foundation
In order to effectively implement its statutory objectives, the Foundation may merge with another foundation with similar objectives on the terms specified by the interested parties.
The merger cannot take place if it could change the purpose of the Foundation.
The decision to merge with another foundation is made by the Foundation's Management Board.
Chapter 7 - LIQUIDATION OF THE FOUNDATION
§ 19. Liquidation of the Foundation
The Foundation shall be liquidated once the purposes for which it was established have been achieved or when its financial resources and assets have been exhausted.
The decision to liquidate the Foundation is made by the Foundation's Management Board.
§ 20. Method of liquidation of the Foundation
The liquidator of the Foundation is appointed by the Management Board.
The duties of the liquidator include in particular:
submitting an application to the relevant district court to register the opening of liquidation;
a call to the Foundation’s creditors via press announcements to report their receivables within 3 months from the date of the announcement;
preparation of the opening balance sheet for liquidation and the list of creditors;
preparation of a financial liquidation plan and a plan for settling liabilities;
collection of receivables, fulfillment of obligations and realization of the Foundation’s assets;
transferring assets remaining after satisfying creditors to designated entities;
reporting the completion of liquidation to the appropriate registry court together with an application to remove the Foundation from the register;
transfer of Foundation documents to the state archives.