General provisions

§ 1

1. The Foundation under the name STELLA VIRIUM Qualification Development Foundation, hereinafter referred to as the Foundation, established by:

– Małgorzata Łukawska

– Barbara Matyaszek-Szarek

– Adamine Solecka

– HEURESIS Certified Trainers and Consultants of Management Sp. z o.o.

hereinafter referred to as the founders, a notarial deed drawn up by notary public Jan Truszkiewicz at the notary’s office in Krakow, ul. Capt. Dunin – Wąsowicza 8/5, on March 7, 2013, it operates under the provisions of Polish law and these statutes.

2. The foundation is apolitical and not associated with any religion.

§ 2

The Foundation has legal personality.

The minister competent for education supervises the Foundation

§ 3

The foundation is based in the city of Kraków

§ 4

1. The Foundation’s area of ​​activity is the territory of the Republic of Poland, however, to the extent necessary for the proper implementation of its goals, it may also operate outside the territory of the Republic of Poland.

2. The Foundation may use name translation in selected foreign languages ​​for the purposes of cooperation with foreign countries.

§ 5

The Foundation may establish badges, honorary medals, statuettes and award them, along with other prizes and awards, to natural and legal persons distinguished for the foundation or its objectives.

Objectives and principles of the Foundation’s operation.

§ 6

The goal of the Foundation is educational, cultural and social activity, especially in the field of:

– supporting and promoting the idea of ​​lifelong learning and development

– shaping attitudes conducive to the implementation of lifelong learning and development

– direct action for the practical implementation of the assumptions of the idea of ​​human development throughout life and for the development and confirmation of qualifications

– shaping and promoting qualification standards

– confirmation of qualifications, with particular emphasis on business, educational and administrative environments.

§ 7

The Foundation realizes its goals through:

– organizing congresses, lectures and meetings promoting the ideas of developing qualifications throughout life and confirming them

– research and development focused on shaping and implementing professional qualification standards in the business, education and administration environment,

– direct scientific and research cooperation with organizations and institutions involved in the development and implementation of qualification standards in individual countries as well as in the transnational and global area

– organization and direct implementation of confirmation processes in relation to national, industry and international qualification standards

– activities integrating professionals from business, educational and administration environments around the idea of ​​continuous development and confirmation of qualifications

– establishing, organizing the competition and funding the Stella Virium – Opportunity Star statuette, showing examples and distinguishing people who practically implement ideas in their lives

– publishing and journalistic activity in the scope of achieving statutory goals,

§ 8

To achieve its goals, the Foundation may support the activities of other people and institutions coinciding with its objectives.

§ 9

The Foundation may run a business on general principles, set out in separate regulations.

Foundation assets and income.

§ 10

1. The Foundation’s assets are its founding fund in the amount of PLN 2,500 (two thousand five hundred) and other property acquired by the Foundation in the course of its operation.

2. The founding fund shall be divided as follows:

– PLN 1,500 (one thousand five hundred zlotys) for the implementation of the Foundation’s statutory objectives

– PLN 1,000 (one thousand zlotys) for the Foundation’s business.

§ 11

The Foundation’s income may in particular come from:

– donations, inheritances, bequests,

– subsidies and subsidies, as well as grants,

– income from collections and public events,

– income from the Foundation’s assets.

– business activity

§ 12

1. All income obtained by the Foundation shall be allocated solely to statutory activities.

2. Income from subsidies, subsidies, donations, inheritances and bequests may be used to achieve the Foundation’s goals only with due respect for the will of the heirs or donors.

3. In matters of accepting donations and inheritance of the declaration required by law, the Foundation Board shall submit.

4. If a foundation is appointed to inherit, its Management Board makes a declaration of acceptance of the estate with the benefit of inventory.

5. If the Foundation has the status of a public benefit organization within the meaning of the provisions on public benefit organizations and volunteering, the Foundation:

– may conduct business activity only as an additional feature to public benefit activity

– the excess of revenues over costs will be allocated to public benefit activities

Foundation’s economic activity.

§ 13

The Foundation’s economic activity is conducted as ancillary activities in sizes serving the Foundation’s purposes and is intended to raise funds for its statutory activities.

§ 14

The objects of the Foundation’s business are:

85.60.Z – educational support activities

94.12.Z – activities of professional organizations

85.59.B – other non-school forms of education, not elsewhere classified

82.30.Z – activities related to the organization of fairs, exhibitions and congresses

63.11.Z – operation of internet portals

58.1 – publishing of books and periodicals and other publishing activities,

excluding in the scope of software

72.20.Z – scientific research and development works in the field of social sciences

and humanities

74.90 – other professional and scientific activities

§ 15

1. The Foundation’s economic activity is conducted without organizational separation and remains under the direct management and supervision of the Foundation’s Board

2. The Foundation’s Management Board may separate and, by way of resolution, appoint a separate organizational unit for conducting business activity

3. The foundation’s management board, by resolution, defines the management body of the business entity and grants it appropriate powers of attorney to represent the entity.

4. The management body of the organizational unit established for conducting business activity reports directly to the Foundation Board

5. Participation in the governing bodies of the foundation’s business unit takes place by appointment to the position by the Foundation Board

Foundation authorities.

§ 16

1. The authorities of the foundation are:

Foundation Council,

Foundation Board.

2. Members of the Foundation Council shall not receive remuneration for participating in the work of this body, except for the reimbursement of documented expenses related to participation in the work of these bodies, including travel costs.

Foundation Council.

§ 17

1. The Foundation Council is a decision-making, control and opinion-making body of the Foundation.

2. The Foundation Council consists of two to five members.

3. Under the statute, the founders: Ms. Małgorzata Maria Łukawska, Ms. Barbara Matyaszek-Szarek and Ms. Adamina Henryka Solecka are members of the Foundation Council.

4. The next members of the Supervisory Board shall be replaced by persons who cease to perform their function or extend the membership of the Council, the Council shall appoint its decision.

5. The Council elects its Chairman from among its members. The Chairman of the Board manages the works of the Council, represents it outside

and convenes and chairs Council meetings.

6. Membership in the Foundation Council may not be combined with performing functions on the Foundation Board or with an employment relationship in the Foundation.

7. If a member of the Council of the Foundation is appointed, with his consent, to the Board of the Foundation or if a member of the Foundation Board enters into an employment relationship with the Foundation – such person’s membership in the Foundation’s Council shall be suspended, as long as he holds the office or the duration of the employment relationship.

8. Members of the Council may not be convicted by a final judgment of an intentional offense prosecuted by public accusation

or tax offenses.

9. In particularly justified cases, dismissal of a member of the Council and thus deprivation of his membership in the Council may take place

as a result of a resolution adopted unanimously by other members of the Foundation Council. In this way, founders cannot be deprived of membership in the Foundation Council.

10. Membership in the Council expires as a result of:

– voluntary speech, submitted in writing to the Chairman of the Council;

– loss of civil rights as a result of a conviction by a final judgment of a court for an offense committed intentionally;

– death of a member.

§ 18

1. The Foundation Council meets at least once a year.

2. The Foundation Council is convened by the Chairman of the Council on his own initiative or at the request of the Management Board or the Founder, submitted in writing.

3. The Foundation Council makes decisions in the form of resolutions – by a simple majority of votes, in the event of an equal number of votes, the vote of the Chairman decides.

§ 19

The tasks of the Council include in particular:

– Appointment and dismissal of the President and members of the Management Board.

– Making decisions regarding the employment of members of the Management Board and determining their remuneration.

– Assessing the work of the Management Board, accepting annual reports or the balance sheet and granting discharge to members of the Management Board.

– Controlling the ongoing activities of the Foundation Board.

– Defining the main directions of the Foundation’s activity.

– Making decisions on the merger of the Foundation with another Foundation or the liquidation of the Foundation.

– Supervision over the Foundation’s activities.

§ 20

In order to perform its tasks, the Foundation Council is entitled to:

– requests from the Foundation Board to present all documents regarding the Foundation’s activities,

– reviewing the assets and financial control of the Foundation.

Foundation Board.

§ 21

1. The Foundation Board consists of one to three members appointed by the Foundation Council for a three-year term.

2. The Foundation Council appoints the President of the Board from among the members of the Foundation’s Board.

3. The function of a member of the Management Board may be performed for more than one term.

4. A person convicted by a final judgment for an intentional crime prosecuted by public indictment or tax offense may not perform the function of a member of the Management Board.

5. The Management Board of the Foundation in its entirety or its individual members may be recalled by the Foundation Council before the end of the term of office by a resolution adopted unanimously by all members of the Council.

6. Membership in the board expires as a result of:

– submitting a written resignation to the Chairman of the Foundation Council;

– loss of civil rights as a result of a conviction by a final judgment of a court for an offense committed intentionally;

– death of a member.

§ 22

1. The Board manages the Foundation’s activities and represents it outside.

2. The tasks of the Management Board include in particular:

– adopting the Foundation’s annual operating plans and financial plans,

– adopting regulations,

– managing the assets of the Foundation,

– determining the amount of employment and the amount of funds for the salaries of employees of the Foundation,

– establishment of the foundation’s business unit, its governing bodies and persons sitting in them, and granting powers of attorney for representation,

– making decisions in all matters not delegated to other authorities,

– accepting donations, inheritances and bequests, subsidies and subsidies,

– supervision and management of the business activity of the Foundation,

– submitting the application and expressing consent regarding amendments to the Foundation’s statute, merger with another Foundation and liquidation of the Foundation,

– submitting an application to the Foundation’s council for amending the statute.

3. Management board meetings are held as needed, but at least once every three months.

4. Meetings of the Management Board are convened by the President, sending information about the date by e-mail, and in the absence of such a possibility by registered mail at least 3 days before the planned meeting.

5. All members of the Management Board must be notified of the meeting.

6. The Management Board makes decisions at meetings in the form of resolutions – by a simple majority of votes of its members present at the meeting of the Management Board.

7. The Management Board may appoint proxies to manage a separate sphere of matters belonging to the Foundation’s tasks.

8. Every year, by March 31, the Management Board is obliged to submit to the Foundation Council an annual report on the Foundation’s activities.

Representation

§ 23

1. In the case of a one-man board, the representation of the Foundation is one-man.

2. If the Management Board is not a one-man statement of intent on behalf of the Foundation, subject to paragraph 2, consists of two members of the Management Board acting jointly.

3. If the Management Board consists of several persons, in matters concerning the employment of employees

and in matters not related to contracting property liabilities above PLN 5,000 (five thousand) – declarations of will on behalf of the Foundation may be made by each member of the Foundation’s Board.

4. Declarations of will on behalf of a separate unit for conducting business activities are submitted by its management body, in accordance with the powers of attorney granted by the Foundation Board.

Change of Statute

§ 24

1. Changes in the statute of the Foundation are made by the Foundation Council by an absolute majority of votes, with at least half of the members entitled to vote present

2. Amendments to the statute may relate to the purposes for the implementation of which the Foundation was established and which were specified in the founding act.

Merger with another foundation.

§ 25

1. The Foundation may merge with another foundation to effectively achieve its goals.

2. A merger with another foundation may not take place if it could significantly change the purpose of the Foundation.

§ 26

In matters of merger with another Foundation, the Management Board is competent, while its decisions are adopted by unanimous resolution

and for their effectiveness require approval by the Foundation Council.

Liquidation of the Foundation.

§ 27

1. The Foundation shall be liquidated if it achieves the purposes for which it was established or if its financial resources and assets run out.

2. Foundation liquidators shall be appointed and dismissed by the Foundation Council.

§ 28

The liquidation decision is made by the Management Board by unanimous resolution, which requires the approval of the Foundation Council in order to have legal effects.

§ 29

Financial resources and assets remaining after the liquidation of the Foundation may be allocated by virtue of a resolution of the Foundation Council to foundations operating in the Republic of Poland with similar purposes.