The Association of Polish Universities for Internationalization

Statute of the ASSOCIATION of POLISH UNIVERSITIES for INTERNATIONALISATION

Chapter I – General provisions

§ 1

THE ASSOCIATION of POLISH UNIVERSITIES for INTERNATIONALISATION, hereinafter referred to as the “Association”, is a voluntary, self-governing and permanent association with non-profit purposes, specified in this Statute.

The Association operates on the basis of the provisions of the Act of April 7, 1989 – Law on Associations (Journal of Laws of 2017, item 210, as amended), this Statute and other provisions of applicable law.

The association is established for an indefinite period.

§ 2

The area of operation of the Association is the territory of the Republic of Poland. In order to properly implement its statutory objectives, the Association may also conduct activities outside its borders.

§ 3

The registered office of the Association is the city of Warsaw.

§ 4

The association may use a distinctive graphic sign, badges, seals and company prints.

The English equivalent of the name of the Association is “Association of Polish Universities for Internationalization”.

§ 5

The Association may be a member of other national and international organizations with similar goals.

§ 6

The Association’s activities are based primarily on the social work of its members.

The Association may employ staff to conduct its affairs. Members of the Management Board may receive remuneration for activities performed in connection with their function.

Chapter II – Goals and methods of action

§ 7

The aim of the Association is: 1) to carry out activities aimed at the internationalization of universities, 2) to inspire and support universities in the process of developing international exchange of students and researchers, 3) to promote Polish universities outside Poland, 4) to participate in the construction of a European and global knowledge-based society, 5) integration of the academic community and cooperation in building academic mobility strategies by universities, 6) promoting the development of higher education, 7) carrying out activities for the education of students as citizens with extensive international and intercultural experience.

The Association pursues its goals by: 1) taking actions to promote universities outside Poland, 2) cooperating with universities in the field of international exchange of students and researchers, 3) providing rectors of universities with information and advisory support in the internationalization of higher education, 4 ) cooperation with domestic and foreign organizations of a similar nature, 5) identifying barriers and proposing ways to eliminate restrictions hindering the effective development of academic mobility, 6) promoting academic mobility among the entire community of higher education institutions, 7) cooperation with bodies and units acting for science and higher education , 8) conducting training and other projects aimed at supporting the process of internationalization of universities. Postanowienia niniejszego Rozdziału odnoszą się również odpowiednio do innych jednostek naukowych, badawczo-rozwojowych i wszystkich podmiotów działających w obszarze nauki i szkolnictwa wyższego.

Chapter III – Members, their rights and obligations

§ 8

Members of the Association may be adult natural persons and legal entities. A legal person can only be a supporting member of the Association and acts in it through its representative.

§ 9

The association brings together 3 types of members:

ordinary,

supporting,

honorary.

§ 10

An ordinary member of the Association may be a natural person with full legal capacity, who is a Polish citizen or a foreigner, and who wishes to contribute to the achievement of the Association’s goals.

The basis for acquiring membership is a resolution of the Management Board adopted on the basis of the submitted membership declaration.

§ 11

A supporting member of the Association may be a natural person or a legal person who agrees with its goals and scope of activities and for whom they have declared financial, material or substantive assistance.

The status of a supporting member is acquired based on a resolution of the Management Board.

§ 12

An honorary member of the Association may be a natural person who has made an outstanding contribution to the achievement of the Association’s goals.

The status of an honorary member is acquired on the basis of a resolution of the General Meeting adopted at the request of the Management Board.

§ 13

Ordinary members have: 1) active and passive electoral rights, 2) the right to use the achievements and all forms of activities of the Association, 3) the right to participate in meetings organized by the Association, 4) the right to submit proposals regarding the activities of the Association.

Ordinary members are obliged to: 1) take an active part in the Association’s activities and achieve its goals, 2) comply with these Statute, Regulations and resolutions of the Association’s authorities, 3) regularly pay membership fees.

§ 14

Provision of § 13 section 1 shall apply mutatis mutandis to supporting members, with the exception of active and passive electoral rights, unless further provisions of the Statute provide otherwise. Supporting members also have the right to submit applications, opinions and demands to the Association’s authorities.

Supporting members are obliged to fulfill the declared benefits and comply with the Association’s statute.

§ 15

Honorary members do not have passive or active electoral rights, however, they may participate in the statutory meetings of the Association’s authorities with an advisory vote.

Honorary members are exempt from membership fees.

§ 16

Membership loss occurs as a result of:

written resignation submitted to the Management Board,

resolution of the Management Board adopted: a) due to non-compliance with the Statute, Regulations and resolutions of the Association’s authorities, b) due to unjustified failure to fulfill the obligations assumed towards the Association, c) due to conducting activities that are contradictory, competitive or incompatible with the obligations arising from membership or the objectives of the Association, d) being in arrears in the payment of membership fees for a period of a calendar year, e) being convicted by a final judgment of an offense committed intentionally,

loss of public rights pursuant to a final court judgment,

death of a member and loss of legal personality of legal persons.

§ 17

From the resolutions referred to in § 10 section 2, § 11 section 2, § 12 section 2 and § 16 point 2 may be appealed to the General Meeting of Members within 14 days from the date of their announcement. Filing an appeal does not suspend the legal effects of the resolutions referred to in sentence 1.

Resolution of the General Meeting of Members referred to in section 1 is final. The resolution is adopted at the next meeting of the General Meeting of Members.

Chapter IV – Authorities of the Association

§ 18

The authorities of the Association are: a) General Meeting of Members, b) Management Board, c) Audit Committee.

The term of office of the Management Board and the Audit Committee of the Association is four years.

In the event of loss of membership in the Management Board and the Audit Committee, a new member is appointed until the end of the current term of office.

§ 19

Resolutions of all Association authorities are adopted by a simple majority of votes in the presence of at least half of the members entitled to vote, unless other provisions of the Statute provide otherwise.

§ 20

The General Meeting of Members is the highest authority of the Association.

§ 21

The General Meeting of Members meets for ordinary or extraordinary sessions.

An ordinary meeting of the General Meeting of Members is convened at least once a year by the President of the Management Board of the Association. The Management Board informs all members of the Association about the date, place and agenda of the ordinary General Meeting of Members at least 14 days before its date.

An extraordinary meeting of the General Meeting of Members is convened by the Management Board on the basis of: a) a resolution of the Management Board, b) a resolution of the Audit Committee, c) a written request with justification signed by at least 1/3 of the total number of ordinary and supporting members of the Association, within 2 months from the date of adoption of the resolution or delivery of the application to the Management Board.

§ 22

Votes of the General Meeting of Members are public, unless the provisions of these Statutes provide otherwise.

If the General Meeting of Members is unable to adopt a resolution due to the lack of the required quorum, the Management Board will immediately set another date for the General Meeting of Members. Then, resolutions of the General Meeting of Members are adopted by an absolute majority of votes, regardless of the number of members present.

§ 23

The competences of the General Meeting of Members include:

defining the main directions of operation and development of the Association,

adopting changes to the Statute,

election and dismissal of all members of the Management Board and the Audit Committee,

granting discharge to the Management Board at the request of the Audit Committee,

considering reports on the activities of the Management Board and the Audit Committee,

adopting the Association’s budget,

adopting the amount of membership fees and all other benefits for the Association,

adopting resolutions on accepting an honorary member,

considering and approving reports of the Association’s authorities,

considering applications and demands submitted by members of the Association or its authorities,

considering appeals referred to in § 17,

adopting resolutions on the dissolution of the Association, the allocation of its assets and the liquidator.

§ 24

The Association’s management board consists of 3 to 5 people, including the President, Vice-President and Treasurer. Persons who have been convicted by a final judgment of an intentional crime prosecuted by public indictment or a fiscal offense cannot become members of the Management Board.

The President manages the activities of the Management Board and chairs the General Meeting of Members, subject to section. 3.

The General Meeting of Members may appoint a member of the Association other than the President of the Management Board as chairman.

§ 25

The Management Board manages the Association’s activities and represents it externally.

The tasks of the Management Board include in particular: a) implementing the objectives of the Association, b) implementing resolutions of the General Meeting of Members, c) preparing work plans and the draft budget of the Association, d) managing the assets of the Association, e) convening the General Meeting of Members, f) granting powers of attorney , g) adopting resolutions on the loss of membership in accordance with § 11 section 2, and § 16 point 3, h) adopting resolutions and decisions on all matters not reserved for other authorities of the Association.

Meetings of the Management Board are convened by the President at least once every three months.

To handle the Association’s work, the Management Board may establish an Association Office financed from the Association’s funds. The office organizes the Association’s services, information and logistic activities.

§ 26

The President of the Management Board is appointed in a secret ballot by the General Meeting of Members by an absolute majority of votes in the presence of at least half of the Association’s members entitled to vote.

The remaining members of the Management Board are elected in a secret ballot by the General Meeting of Members by an absolute majority of votes in the presence of at least half of the Association’s members entitled to vote, from among the candidates presented by the President.

§ 27

Membership in the Management Board expires upon:

death,

submitting a written resignation to the Management Board,

loss of membership,

dismissal by the General Meeting of Members by an absolute majority of votes in the presence of at least half of the members entitled to vote.

§ 28

The Audit Committee is the control body of the Association.

The Audit Committee consists of 3 to 5 people, including the Chairman, Deputy and Secretary.

Persons who are members of the Audit Committee cannot be members of the Management Board or be related to them by consanguinity, affinity or subordination due to employment.

§ 29

The competences of the Audit Committee include: 1) controlling the activities of the Management Board, 2) submitting audit proposals at a meeting of the General Meeting of Members, 3) the right to submit a request to convene an extraordinary meeting of the General Meeting of Members and a meeting of the Management Board, 4) submitting applications regarding discharge of the Management Board Association, 5) submitting reports on its activities at the General Meeting of Members.

In order to perform its control tasks, the Audit Committee is entitled to: 1) request the Management Board to present all documents regarding the Association’s activities, 2) request the Association’s members to submit written or oral explanations.

Chapter V – Assets and funds of the Association

§30

The Association’s revenues come in particular from:

membership fees,

contributions from supporting members,

donations, inheritances, bequests,

immovable and movable property,

grants, subsidies.

§31

1. The assets of the Association are used exclusively to carry out its statutory activities. 2. Donations, inheritances and legacies may be allocated for specified statutory purposes in accordance with the

decision of the Management Board, unless the donors, testators or other donors have indicated a specific statutory purpose.

§ 32

The following persons are entitled to make declarations of will regarding property rights and obligations: the President of the Management Board or a member of the Management Board and the Treasurer acting jointly.

§ 33

The Association may conduct business activities to the extent necessary to achieve its statutory objectives on the terms specified in separate regulations. Income from the Association’s business activities serves exclusively to achieve its statutory goals and tasks falling within the sphere of public tasks referred to in Art. 4 of the Act of April 24, 2003 on public benefit activities and volunteering (Journal of Laws of 2016, item 1817) and cannot be divided among its members.

§ 34

It is forbidden to:

grant loans or secure liabilities with the assets of the organization in relation to its members, members of bodies or employees and persons with whom the employees are married or in a relationship of consanguinity or affinity in the direct line, consanguinity or affinity in the collateral line up to the second degree or are related to due to adoption, care or guardianship, hereinafter referred to as “close relatives”.

transfer its assets to their members, members of bodies or employees and their relatives, on terms other than those applicable to third parties, in particular if the transfer takes place free of charge or on preferential terms.

use assets for the benefit of members, members of bodies or employees and their relatives on terms other than those applicable to third parties, unless this use results directly from the statutory purpose of the organization.

purchase goods or services from entities in which members of the organization, members of its bodies or employees and their close persons participate, on terms other than those applicable to third parties or at prices higher than market prices.

Chapter VI – Local branches

§ 35

Local branches are organizational units of the Association, established by a resolution of the Association’s Management Board at the request of at least ten ordinary members of the Association.

The Association’s branches operate in the area specified in the resolution of the Association’s Management Board establishing the Branches.

Local branches are subordinate to the national authorities of the Association and operate on the basis of this statute and programs adopted by the General Meeting of Members.

§ 36

The authorities of the Branch of the Association are: 1) General Meeting of Branch Members, 2) Branch Management Board, 3) Branch Audit Committee.

In matters not regulated separately, the provisions of the statute regarding national authorities shall apply accordingly to the authorities of the Association’s branch.

§ 37

The General Meeting of Branch members is the highest authority of the Branch of the Association and is convened at least once every two years by the Branch Management Board.

The competences of the General Meeting of Members of the Branch include: 1) considering and approving reports on the activities of the Branch Management Board, 2) considering reports and motions of the Branch Audit Committee and granting a vote of approval to the outgoing Branch Management Board, 3) adopting programs of the Branch’s activities within the scope of the Association’s activities, taking into account the financial possibilities Branch, 4) election of the Branch authorities, 6) adopting a position on the motions and demands submitted at the meeting, 7) implementing resolutions of the Association’s national authorities.

The Branch Management Board notifies members about the date and agenda of the General Meeting at least 14 days before its date.

§ 38

The General Meeting of the Branch is attended by: 1) members of the Association associated in a given Branch – with active and passive electoral rights; supporting members – without voting rights, with an advisory vote 2) representatives of national authorities – with an advisory vote.

The Extraordinary General Meeting of the Branch is convened by the Management Board on its own initiative, at the request of the Audit Committee or at the request of 3/5 of the Branch members.

The Extraordinary General Meeting of the Branch discusses only the matters for which it was convened.

§ 39

The Branch Management Board consists of three people: the Branch President, the Branch Secretary and the Branch Treasurer.

The competences of the Branch Management Board include: 1) managing the current activities of the Branch and performing statutory tasks in accordance with the resolutions of the General Meeting of members of the Association’s Management Board, 2) representing the Association’s Branch externally and acting on its behalf, 3) applying to the Association’s Management Board to establish

business units, 4) cooperation with other non-governmental organizations and institutions, 5) managing the Association’s assets within the framework of the powers granted by the Association’s Management Board, 6) adopting periodic work plans and estimates prepared based on the Association’s Management Board’s guidelines and submitting them to the Association’s Management Board, 7) preparing reports on activities substantive and financial, and sending them to the Association’s Management Board.

§ 40

The meeting of the Branch Management Board is convened by the President and, in his absence, by the Vice-President or the Secretary.

For resolutions of the Branch Management Board to be valid, the presence of at least half of the members is required.

§ 41

The term of office of the Branch Management Board is four years.

Resolutions of the Branch authorities are adopted by a simple majority of votes.

§ 42

Declarations of will on behalf of the Branch are made by the Branch President alone or by two members of the Branch Management Board acting jointly.

§ 43

The branch carries out the statutory tasks of the Association.

The Branch’s activities are consistent with: 1) applicable law, 2) the Association’s statute, 3) resolutions of the General Meeting of members, 4) resolutions of the Association’s Management Board.

§ 44

Finances and settlements between the Branch Management Board and the Association Management Board are carried out in accordance with the regulations adopted by the Association Management Board.

§ 45

The resolution to dissolve the Branch is adopted by the Management Board of the Association on its own initiative or at the request of: 1) the General Meeting of Members of the Branch, or 2) the Audit Committee of the Branch.

Chapter VII – Final provisions

§ 46

The Statute may be amended by a resolution adopted by the General Meeting of Members by a majority of 2/3 of valid votes cast in the presence of at least half of all members of the Association entitled to vote.

§ 47

The Association may be dissolved by a resolution adopted by the General Meeting of Members by a majority of 2/3 of valid votes cast in the presence of at least 3/4 of all members entitled to vote. The resolution dissolving the Association determines the liquidator of its assets.