STATUTES OF COMMERCIAL LAW CENTRE FOUNDATION

I. General Provisions


§1
A foundation under the name of Commercial Law Centre, hereinafter referred to as the Foundation established by:
- the Foundation of the Polish Bar officially seated in Warsaw, represented by Chairman - Advocate Ksawery Łukawski and member of the Board - Mrs. Krystyna Sajna-Paliwoda,
- the Association of Polish Lawyers - Branch Office in Warsaw, represented by Chairman - Judge Dariusz Czajka,
- the Regional Chamber of Legal Advisers in Warsaw represented by the Dean of the Chamber - Andrzej Kalwas shall operate according to the provisions of the Law on Foundations and in pursuance herewith on the grounds of the Notarial Deed performed on the 18 day of October 1993 under the registry number A-3852 / 93 before Notary Public Janusz Rudnicki.

§2
The Foundation shall operate on the territory of the Republic of Poland. In order to serve social and economic purposes properly it may also operate beyond the borders of the Republic of Poland.

§3
The registered seat of the Foundation shall be in the capital city of Warsaw.

§4
The Foundation shall have the status of body corporate.

§5
The Foundation shall be supervised by the Minister of Justice.

 

II. Purposes and rules of Foundation's operating

§6
The purpose of the Foundation is to inspire, support and organize co-operation among the Polish of legal practitioners and collaboration with such groups in foreign countries as well as to offer facilities for learning Polish and foreign commercial laws to the extend to which it may be useful for Polish lawyers.

§7
To carry into effect the intents pointed out above in para 6, the Foundation shall proceed in particular through:
  1. researches and studies as well as popularization of knowledge of the Polish law, laws of foreign countries and comparative international law.
  2. arrangement of meetings, symposia, seminars and legal workshop classes in Poland and abroad.
  3. familarization of the circles of legal practitioners with the latest technology in communication and computers as well as attempting to obtain the same.
  4. supporting any social initiative which is concurrent with the purposes of the Foundation.
  5. supporting editorial initiatives in the line of law.
  6. financial support for the Polish lawyers to take part in meetings organized by lawyers of foreign countries or international organizations as well as inspiring and financing researches.
  7. collaboration with the Polish, foreign and international organizations, institutions and foundations particularly in the line of business, financial, banking, insurance, privatization laws as well as legal rules regulating the investment co-operation,
  8. organization and co-ordination of piloting research programmes and works of experts' teams.
  9. exercising of training activity.

§8
  1. To achieve its purposes the Foundation may join other foundations whose operating is concurrent with the statutory aims of the Foundation in Poland and abroad.
  2. The Foundation may also support operating of other legal and natural persons whose activities are concurrent with the aims of the Foundation.

III. The Foundation's Property and Income

§9
1. The Foundation's property shall be composed of the initial fund contributed by the Founders in equal parts in the total amount of 12 million zloties as well as financial means, real and movable property acquired by the Foundation in the course of its operating.

§10
The Foundation shall be responsible for its liabilities up to the limits of its whole property.

§11
The proceeds of the Foundation shall come out of the following sources:
a. Founders' contributions
b. donations, grants, successions, legacies
c. subsidies of legal persons
d. income in result of money-collecting and public ventures
e. profit out of the real and movable property
f. profit out of the Foundation's economic and investment operations
g. bank interests
h. other proceeds.

§12
In the event that the Foundation is appointed a testamentary heir, the Foundation's Board of Management shall make a declaration of acceptance of this succession with the benefit of inventory.

 

IV. The Foundations's Bodies and Its Organization

§13
The following are the Foundation's bodies:
  1. the Council of the Foundation,
  2. the Board of Management.
§14
  1. The Council shall consist of at least six members appointed for a five-year term. Expiration of the term shall not prevent a member's further participation in the Council in the event of his appointment under item 2 of this paragraph.
  2. The Council shall be composed of representatives of each of the Founders of the Foundation appointed in equal number.
  3. The Council shall elect its President, Vice President and Secretary out of its members.
  4. The first Council of the Foundation shall consist of 6 members.
  5. A member of the Council may be recalled the same way he was appointed.
  6. In case of resignation, recalling or death of a member of the Council the Founder shall appoint the new member for the remaining part of the 5 years period for which the whole Council has been appointed./li>

§15
The Council shall be qualified to:
  1. take resolutions as to the Foundation's programmes of operating.
  2. appoint and dismiss the Chairman and members of the Board.
  3. examine the Board's annual accounts on its operating and accept the same.
  4. inspire the most desirable trends of the Foundation's operating.
  5. supervise the current proceeding of the Board.
  6. interpret the provisions of the Statutes and, if necessary, to adopt the Foundation's work regulations./li>
  7. take resolutions on other questions stipulated under the Statutes.

§16
The Council's works shall be administered by the President who calls its meetings at least twice a year. Upon the President's authorization a meeting may be called by the Vice President of the Council. The members of the Council and Founders shall be notified of the time of such a meeting two weeks beforehand. There shall be kept the minutes of each meeting of the Council.

§17
If not provided otherwise under the Statutes, the Council of the Foundation shall take its resolutions with the majority of votes cast regardless of the number of the Council's members present provided they all have been notified of the place, time and agenda 14 days beforehand. The President shall have a casting vote in the event of the equal number of votes.

§18
The Board of Management shall represent the Foundation before third persons and administer its current operations taking up decisions on any matters which are not reserved for the Council's decisions under the provisions of the Statutes.
In particular the Board of Management shall:
- administer the property of the Foundation
- receive subsidies, successions and legacies
- determine the regulations of the Office of Foundation
- establish and dissolve the Foundation's undertakings and other organizational units
- appoint and dismiss the Director of the Foundation's Office and employ other executives in organizational units of the Foundation
- determine the number of persons employed, the rules of remuneration as well as the value of the remuneration and bonus fund for the Foundation's staff employed for the statutory operations and for economic activities carried out by the Foundation.

§19
  1. The Board of Management shall consist of 3 to 5 persons appointed for the period to be each time determined by the Council of Foundation.
  2. The members of the Board shall be dismissed according to the procedure indicated above in item.

§20
The Chairman of the Board acting solely or two members of the Board acting jointly shall be authorized to make declarations and sign documents on behalf of the Foundation.

§21
It is the Chairman of Board who shall convene and preside over the meetings of the Foundation Board of Management. The meeting shall be valid if all the members of Board are notified of its place, time and agenda. The meetings of the Board shall take place as often as necessary, at least once every three months. The minutes of the meetings shall be kept each time.
The resolutions of the Board of Management shall be taken by the majority of votes in the presence of at least half of the number of the Board members. If the votes cast are equal in number, it is the Chairman whose vote shall be casting.

§22
The Foundation Council and Board of Management shall be regularly serviced by the Foundation Office whose structure and duties shall be defined in the rules decided by the Board.

§23
The rules of remunerations for the members of the Board shall be determined by the Council of Foundation.

 

V. Rules and Scope of Economic Activities

§24
The Foundation may carry out economic activities pursuant to the law in force in the line of:

  1. publishing
  2. distributing and selling books and papersg
  3. printing
  4. educational activity
  5. making available and sale of legal data basis
  6. providing freshment.

§25
The economic activities may be carried out by the Foundation itself or other organizational units it may establish.
§26
The amount of PLN 10,000,000- out of the Foundation's initial fund indicated in the Notarial Deed which is mentioned in paragraph 1 hereof shall be assigned to the economic activities of the Foundation.

 

VI. Amendment of Statutes

§27
No amendment may refer to the substantial purposes of the Foundation. The decisions concerning the amendment of Statutes shall be taken by the Council of the Foundation.

§28
A fusion with another foundation shall be executed in compliance with the provisions on establishment and dissolutions of the Foundation.

§29
  1. A decision on dissolution of the Foundation shall be taken by the Council of the Foundation by majority of two thirds of votes cast by at least half of the number of the Council members present. Such a decision should include a clause what the Foundation's property after it is dissolved shall be assigned to.
  2. Dissolution shall be carried out by the Board of Management of the Foundation.

§30
The Statutes shall come into effect on the day of registration of the Foundation by the District Court for the capital city of Warsaw.

All materials on the Commercial Law Center Foundation site are the sole property of said foundation unless otherwise noted.