The Statute of the Legal Clinics Foundation
By the notarial deed re. A nr 291/2002 delivered on the 28th of February 2002 in the presence of the public notary Małgorzata Nowosielska in the Notarial Office in Warsaw in Poznańskiej street number 23 flat 2, the Founders: Katarzyna Hebda, Magdalena Olczyk, Łukasz Bojarski, Jakub Boratyński have established Fundacja Uniwersyteckich Poradni Prawnych (Legal Clinics Foundation), hereinafter on “Fundacja” (Foundation).
I. General Provisions
§ 1
1. The Foundation’s name states as “Fundacja Uniwersyteckich Poradni Prawnych”.
2. In relations with foreign subjects the Foundation might as well, use the translation name: Legal Clinics Foundation.
3. The Foundation holds a status of a legal person.
4. The Foundation conducts its activity according to the provisions of the 06.04. 1984 Foundations Act (Dz.U. Nr 21, poz. 97) and the present statute.
5. The time of the Foundation’s existence is unlimited.
6. The Foundation acts on the territory of the Republic of Poland and outside its boarders.
§ 2
“Uniwersyteckie Poradnie Prawne” (Legal Clinics) shall be understood as clinics active under the supervision of the faculty teachers, in which the students provide free of charge legal advice for the poor members of the community and thus realize the didactical goal of their study.
§ 3
1. The domicile of the Foundation is set in the city of Warsaw.
II. Goals of the Foundation’s activity
§ 4
The Foundation effectuates the following goals:
1) Financial support of the legal clinics’ activity and other programs of practical legal education;
2) Elaboration and promotion of the legal clinics’ activity standards;
3) Elaboration and propagation, in the cooperation with the organs of legislative, executive and judicial authority, of the legal regulations and their drafts covering legal clinics’ activity.
§ 5
The Foundation exercises its goals, in particular through:
1) Gaining financial means and their distribution among legal clinics and other subjects supported by the Foundation;
2) Coordination of the cooperation among the clinics;
3) Supporting international cooperation in the field of practical legal education;
4) Cooperation with public institutions and non-governmental organizations;
5) Contacts with the universities and other educational organizations;
6) Organization of the professional schooling, conferences, presentations, publications;
7) Gaining and processing the statistical data concerning legal clinics’ actions;
8) Gaining and distributing know-how concerning legal clinics’ actions;
9) Propagation of the idea of legal advice for poor persons;
III. Property, income and the financial economy of the Foundation
§ 6
1. The property of the Foundation includes:
1) Initiation fund of 500 (five hundred) PLN, that is financial means and property laws remitted by the Founders in the foundation act.
2) Means acquired by the Foundation in other ways, in particular:
a) grants, that is contracts delivering the objective sources for the statutory goals with the obligation for accounts;
b) donations;
c) successions and legacies;
d) interests form the Foundation’s financial means;
e) fund-raising and public events
3) Guarantee fund created from:
a) 10% of the initiation fund;
b) 10% of the sources from the donations, successions and grants which include such possibility in the contract with the grantor, counted off as the sources come in, until the sources reach the value of triple annual own expenses of the Foundation.
2. The guarantee fund is dedicated to the cover of the Foundation’s own expenses in the years of special reduction of income or to the compensation of losses and it is deposited on a separate banking account.
IV. Organs of the Foundation
§ 7
Organs of the Foundation include:
1) Board of the Foundation (Board),
2) Council of the Foundation (Council),
3) Advisory Board.
Council of the Foundation
§ 8
The Council holds the deciding and control rights.
§ 9
The Council consists of the following groups of members:
1) Academies having legal clinics operating according to the standards and accredited by the Foundation;;
2) Subjects supporting the Foundation’s activity
§ 10
1. Academies shall be understood as institutes, according to the provisions of the 12.09.1990 Higher Education Act (Dz.U. 1990, Nr 65, poz. 385, amended), holding the right to confer the title of master of law. The academies are represented by the directors of the clinics or by their proxies.
2. The subjects supporting the Foundation’s activity acquire the membership by the resolution of the Council of the Foundation adopted by the simple majority of votes in the presence of at least half members of each group entered into the composition of the Council of the Foundation.
3. Academy, at which the accredited clinic acts, acquires the membership without the resolution, as a result of submitting to the Board a written statement concerning the entrance to the Council of the Foundation. The acquirement of the membership occurs one month after the delivery of the statement to the Board.
§ 11
1. The membership in the Council of the Foundation expires as a result of death, liquidation, handing of the resignation.
2. The membership of the academy in the Council of the Foundation expires also as a result of Council’s resolution regarding the inconformity of the clinic’s activity with the Standards. Such a resolution requires the majority of 75% votes given in the presence of the members of the Council representing at least 75% of the votes.
3. The membership of the subject supporting the Foundation expires also as a result of recall. The recall occurs through a resolution of the Council of the Foundation adopted by the simple majority of votes in the presence of at least half of the members of each group entered into the composition of the Council of the Foundation. The subject does not vote and its absence is not taken into the consideration when counting number of the members required to adopt the recall resolution.
4. In case of expiry of the membership of all the members of given group, other groups acquire an equal percentage status in voting.
§ 12
1. The Council of the Board elects from its members a President through a resolution adopted by the simple majority of votes in the presence of at least half members of each group entered into the composition of the Council of the Foundation. The cadency of the President lasts for 3 years. The President of the Council can hold his function for more than one cadency.
2. The President of the Council of the Foundation chairs the proceedings of the Council, represents the Council, concludes and dissolves labor contracts with members of the Board.
3. In case of a transient obstacle to hold his function, President of the Council appoints a person to fulfill his duties. If the President does not appoint such a person, it is done by the Council of the Foundation in course provided in p. 1. 15, p. 5 does not apply.
4. § 19, p. 5-7 apply in case of the expiry of the President’s mandate.
§ 13
Assignments of the Council include:
1) Setting of the Foundation’s activity programs, after consultation with the Advisory Board;
2) Setting of the Board’s assignments along with their time limit;
3) Establishment of the Board members’ salaries;
4) Supervision over the Board’s actions;
5) Acceptance of the Foundation’s annual financial plans;
6) Acceptance of the Board’s annual reports on the Foundation’s activity annual financial reports and the right of the exoneration of the Board;
7) Establishing the value of the salaries fund for the employees employed by the Foundation;
8) Adopting the rules of the Foundation’s financial sources management.
§ 14
Every member of the Council has an individual right of control over the Board’s actions. This right includes: investigation of all the Foundation’s documents, demand from the Board, employees, and persons cooperating with the Foundation of explanations on the Foundation’s actions.
§ 15
1. The Council of the Foundation assembles at least once a year, at a routine session convened by the Board.
2. A special session of the Council can be convened by the Board in justifiable cases, as well as on the written motion of at least 1/5 of the Council’s members, submitted to the Board latest of 14 days before the proposed date of the session. If, within 3 working days from the day of the submission to the Board, all of the notifications about the special session are not sent out, the proposers of the motion become entitled to convene the session according to the procedure established for the Board.
3. The Board notifies the Council’s members about the time and place of the session in written, with acknowledgement of receipt sent at least 14 days before the fixed date of the routine session. In case of special session, this time is limited to 7 days.
4. The notification of the session includes in particular:
a) date, time and place of the session;
b) agenda;
c) projects of resolutions to be put to the vote;
d) manner of voting for the particular resolutions.
5. The resolution is invalid if adopted outside the agenda, or if its project has not been introduced in the notification of the session.
6. Provisions of p. 5 do not apply, if all the members of the Council are present at the session and they agree, by the simple majority resolution, to put to the vote the project not included in the agenda.
7. The Council of the Foundation can appoint Commissions from its composition.
8. Subject which acquires the membership in the Council of the Foundation, informs the Foundation within 14 days about the address to which all the letters can be successfully delivered. If there is no such information, the President immediately calls the subject to the completion, and in case of longer that 14 days delay, successful delivery can be done in the subject’s domicile or in the place where the subject’s managing organ is situated. If the above data is impossible to establish, the letter can be left, with the result of delivery, to the Board’s disposition. Required information can be completed any time.
9. No more than one mandate can be held in by one person.
§ 16
1. Unless the Statute states otherwise, Council of the Foundation adopts the resolutions at the session, in open vote, by simple majority of given votes. There are only for and nay votes.
2. Every member group holds 50% of votes. The pool of votes falling to the particular group is divided equally among its members.
3. In case of the equal number of votes for and nay, the position of the President of the Council or his proxy is deciding.
§ 17
1. The following procedures of voting are feasible:
a) simple: at the presence of the voting members of the Council of the Foundation;
b) written: by sending the letter personally signed or via electronic mail; use of electronic mail requires the statement to be provided with secure electronic signature verified by the valid qualified certificate as understood in the 18.09.2001 Electronic Signature Act (Dz. U Nr 130, poz.1450).
c) Validity of the vote in the procedure described in p. 1b depends on the answer’s delivery within 14 days from the day of the resolution project’ s delivery.
The Board
§ 18
The Board manages affairs of the Foundation and represents the Foundation
§ 19
1. The Board consists of 5 persons
2. The cadency of the Board lasts for 2 years. Every member of the Board can held his/her function for more than one cadency.
3. The Board is appointed by the Council. The appointment takes place with the resolution voted by the simple majority of votes in the presence of at least half of the members from each group included in the Council. The Council appoints the President of the Foundation from the members of the Board.
4. Any member of the Council or any representative of such member, can not have a seat in the Board. Acceptation of such position is tantamount to the suspension of the person’s membership in the Council for the period of the function.
5. The expiry of the mandate of the member of the Board during the cadency takes place in the consequence of death, resignation or removal.
6. Removal of the Board or particular members of the Board, can take place in every time and can be voted with the absolute majority in the presence of at least half of the members from each group included in the Council. The mandate of the Board’s member appointed before the end of the Board’s cadency, expires along with the expiry of the other members’ mandates.
7. Existing Board or Board’s member functions until the new elected Board or Board’s member takes over the duties.
8. Whenever the Board’s cadency ends or member’s mandate expires, every member of the Council has the right to convene the Council’s session in order to appoint a new Board or new member of the Board.
§ 20
Assignments of the Board include in particular:
1) Gaining the sources for the Foundation’s activity;
2) Management of the Foundation’s property according to the rules provided in the regulations adopted by the Council of the Foundation, including distribution of the means to the subjects using the financial support of the Foundation;
3) Preparation of the annual drafts of the Foundation’s financial plans;
4) Preparation of the annual reports of the Foundation’s actions and their presentation to the Council, Advisory Board and to the applicable national education affairs Minister, Minister of Justice, as well as to the public opinion;
5) Execution of the Council’s resolutions;
6) Control of the legal clinics’ actions and their conformity with the standards mentioned in § 26;
7) The right of the motion for the ascertainment of the clinical activity’s conformity or inconformity with the standards;
8) Creation of the organizational units of the Foundation;
9) Establishing the rules of employment, salaries and other gratification for the employees of the Foundation as well as for other persons cooperating with the Foundation;
10) The right of motion for changing the amount of the salaries fund.
§ 21
1. Actions of the Foundation’s affairs are led by the President of the Board.
2. The Council’s sessions are convened by the President of the Board, who can commit this action to a member of the Board.
3. Matters exceeding the scope of regular functions require a previous resolution of the Board. Such matters include in particular:
a) matters described in § 20, p 3,4,7,9;
b) matters concerning the property of the Foundation – including contracting the obligations – which object exceeds equivalent of 2000 EURO.
4. The President of the Board notifies the members of the Council about a resolution conferring or declining financial support of the Foundation or conferring the sources to the subject which uses the financial support of the Foundation or applies for it. Within 30 days from the delivery of the resolution’s text to all its members, the Council can, by the resolution adopted by the majority of 75% votes at the presence of the subjects representing at least 75% of the votes, reverse the Board’s decision. Until the day of resolution’s adoption or the time-limit to do so, the Board does not take any actions to enforce the resolution.
5. The Board carries the resolution, by simple majority of votes in the presence of at least 3 members.
§ 22
1. The President of the Board himself or two members of the Board acting together are entitled to present the declaration of will on behalf of the Foundation.
2. Cooperation of the President of the Board and at least two members of the Board is required when the resolution of the Board is required.
The Advisory Board
§ 23
The Advisory Board states as consultative and advisory body.
§ 24
1. Persons whose competence and authority are essential to the Foundation’s activity can be members of the Advisory Board.
2. The Advisory Board’s members are appointed and dismissed by the Council by the vote of absolute majority in the presence of at least half of the members of every Council’s group.
3. The Advisory Board’s members receive the Board’s reports on the Foundation’s activity mentioned in § 20, p.4.
4. Every member of the Advisory Board has an individual consultative and advisory right.
V. Finance of the legal clinics and other subjects
§ 25
1. The legal clinics and subjects contesting for the financial support of the Foundation file applications for financial grants on the realization of the program’s assignments and the costs of the activity.
2. The Board verifies these applications considering the advisability of the costs as well as the previous years’ effectiveness and reliability in financial grants management.
3. The Board forms consolidated applications for financial grants to the Founders and donators.
4. Acquired means are distributed by the Board among the applicators. If acquired means can not cover all the applicators’ requests, the Board reduces amount falling on every accredited legal clinic according to the reliability rule.
5. Legal clinics file annual financial reports which are offered to the Founders and donators.
6. Legal clinics’ obligation mentioned in p. 1 does not exclude the Board’s individual right of application for the financial grants to the Founders and donators, independently form the clinics’ applications.
7. The Council of the Foundation, within 3 months from the day of valid registration of the Foundation, adopts the regulations of the financial sources management. Regulations will establish particular rules of the Foundation property’s management and the distribution and clearing of the sources granted to the subjects using the financial support of the Foundation.
8. Foundation can not provide financial support to the clinics, which activity is not consistent with the Standards. Present provision does not exclude a single financial support for the establishment of a new clinic.
VI. Legal clinics accreditation
§ 26
1. The Board establishes a draft of the legal clinics activity’s standards (Standards) with regard to the following requirements:
a) legal clinic assures reliability of the offered services;
b) legal advice offered in the legal clinic is free of charge;
c) legal clinic assures necessary confidence regarding its services;
d) legal clinic assures safety of the documents committed by the clients; legal clinic does not accept the original copies of documents;
e) legal clinic runs a secretariat according to the extent of its activity;
f) before accepting the case, legal clinic informs the client in written about the rules of the clinical services, in particular stating that:
- student is a person taking the case,
- student and the legal clinic’s worker can not refuse to give evidence or answer a question of the court, prosecutor or any other authorized organ,
- legal clinic does not take cases in which an advocate or counsel of law already participates,
- the client has a right to turn any comments on the given legal advice to the Board of the Foundation,
- legal advice is given in written;
g) legal clinic sets a qualifying procedure regarding their clients which is to assure that the client can not afford payable legal advice; in case of circumstances showing that the client can afford such a service offered by an advocate or counsel of law, legal clinic immediately resigns the case;
h) legal clinics sets, according to the proper rules of law, information system on the clients which is to guarantee minimal risk of the conflict of interests;
i) legal clinic is obligated to conclude an insurance contract on the liability for damages, the guarantee amount can not be lower than 10.000 EURO;
j) legal clinic assures the supervision of the Faculty’s workers over the clinic’s activity.
2. Before creating the draft of the Standards, the Board will call the Council and the Advisory Board to submit, in 3-months period, their proposals of the Standards.
3. The Council of the Foundation adopts the Standards.
4. There may be a transition period included in the Standards for the legal clinics to adapt their activities to the proper requirements.
5. On application of the 1/3 of the Council’s members representing at least 75% of the votes, the Council may pass a resolution concerning the changes of the Standards.
§ 27
1. On application of a registered clinic, the Board opens the procedure controlling the conformity of the clinic’s activity with the Standards. After examining whether the clinic fulfils the requirements described in § 2 and § 26, the Board submits to the Council of the Foundation an application to approve the conformity of the clinic’s activity with the Standards.
2. The Council of the Foundation passes a resolution on the approval of the conformity or inconformity of the clinic’s activity, on the application of the Board. The university, at which the legal clinic accredited by the Foundation operates, acquires the membership in the Council according to the procedure provided in the § 10, p. 3 of the Statute.
3. In case of inconformity of the clinic’s activity with the standards the Board can, at any time, introduce to the Council of the Foundation an application for exclusion from the Council.
4. The right to introduce an application mentioned in p. 3 applies also to every member of the Council. The application is submitted to the Council and the Board investigates, at appropriate time, the conformity of the clinic’s activity with the standards and on this basis draws an opinion including its own attitude towards the case. The opinion is attached to the application.
5. In order to consider the application, the Board immediately calls the Council’s session. If the application of the Council’s member is not submitted to the Council within 30 days from its submission, every member of the Council acquires the right to call the session.
6. In order to investigate the conformity of the clinic’s activity with the Standards, clinical regulations, reports, statements and other documents can be required to present and, if needed, the Board can control the activity of the clinic directly.
7. The Council of the Foundation provides the concerned clinic with a possibility of an active participation in the procedure regarding the conformity of the clinic’s activity with the Standards. The Council allows the clinic to comment on the collected materials and the application before passing the resolution.
8. The Board delivers the resolution along with the interpretation concerning the conformity with the Standards to the concerned clinic and members of the Council of the Foundation.
VII. Cooperation with legal clinics
§ 28
In order to achieve the statute goals, the Foundation may commit realization of the particular affairs to the legal clinics, assuring the means to cover necessary costs.
VIII. Temporary and Final Provisions
§ 29
1. During the first year of the Foundation’s activity, the Council of the Foundation consists of the Founders as temporary members. Other members are regular members.
2. The Founders’ mandates expire within a year from a day of a valid registration of the Foundation.
3. After admission of the first regular members to the Council, the Founders create a temporary group with 50% votes in the Council. The other votes belong to other members of the Council. In every group, the votes of all its members have the same proportional value. Each member of the Council votes individually.
4. Until the expiry of the Founders’ mandates, the resolutions of the Council are adopted by the simple majority of votes, when at least half of the Founders and half of other members vote. In case of the equal number of votes for and nay, the deciding votes belongs to the Founders.
5. In period of one month from the expiry of the mandate mentioned in p. 2, the Founder can submit to the Council a declaration of accession to the Council as a regular member. Presentation of such a statement in given time causes the Founder to become a regular member – that is a subject supporting the Foundation’s activity as understood in § 9.
§ 30
The assignments of the Council of the Foundation during the first year of its activity include in particular:
a) adoption of the standards of clinical activity
b) appointment of the first Board
c) granting the membership in the Council of the Foundation
d) adoption of the regulations concerning the rules and methods of the financial sources management of the Foundation, including the criteria of the distribution of such sources among the clinics and other subjects.
§ 31
1. The statute can be changed by the resolution of the Council of the Foundation adopted by the absolute majority of given votes, in the presence of at leas half members of each group included in the Council.
2. The change of the statute can not concern the goals stated in the founder’s act.
§ 32
1. The Council of the Foundation decides upon the liquidation of the Foundation in the resolution adopted by the ¾ majority of votes in the presence of all the members.
2. The Board is the liquidator of the Foundation.
3. The duties of the liquidators include:
a) submission of the liquidation petition to the register court,
b) calling, in way of press announcements, of the Foundation’s creditors, to report within the 3 months from the announcement date,
c) drawing a balance of the liquidation opening and the list of creditors,
d) drawing a financial plan of the liquidation and the plan of satisfying the obligations,
e) recovering the debts, fulfilling the obligations and realizing of the Foundation’s property,
f) remitting to the indicated subjects property means left after the creditors had been satisfied,
g) submission to the register court of the liquidation’s completion along with the petition to erase the Foundation form the register.
4. The property means created after the liquidation of the Foundation shall be delivered, in equal parts, to the legal clinics which are members of the Council to continue their didactical activity.