Statute of the Alumni Association
Warsaw-Illinois Executive MBA and Executive MBA @ UW
“Nowy Świat”
Adopted by the Extraordinary Members’ Meeting on January 10, 2018 in Warsaw

List of Contents:

Chapter I: General Provisions.

1 [Designation]

2 [Character]

3 [Headquarters and area of ​​operation]

4 [Program]

Chapter II: Goals and ways of achieving them

5 [Objectives]

6 [Way of achieving goals]

Chapter III: Members of the Association.

7 [Types of members]

8 [ordinary members]

9 [Supporting members]

10 [Honorary members]

11 [Termination of membership]

Chapter IV: Association authorities.

12 [List of authorities]

13 [Types and convocation]

14 [Competences of the General Meeting]

15 [Voting]

16 [Composition of the Management Board]

17 [Competencies of the Management Board]

18 [Resolutions]

19 [Representation]

20 [Composition]

21 [Powers of the Audit Committee]

22 [Resolutions]

Chapter V: Program Council.

23 [Functions and composition]

24 [Powers of the Program Council]

Chapter VI: Assets of the Association.

25 [Origin of property]

26 [Property management]

Chapter VII: Amendment of the statute and dissolution of the Association.

27 [Amendment of the statute]

28 [Dissolution of the Association]

Chapter I: General Provisions

• 1 [Designation]

1. The Association is called: Warsaw-Illinois Executive MBA Alumni Association and Excecutive MBA @ UW “Nowy Świat” and is hereinafter referred to as the Association.
2. The Association may use the abbreviation Association of EMBA Alumni New World.
3. The Association may use the English name in international contacts: EMBA Alumni Association New World.
4. The Association may use seals and marks identifying them in accordance with applicable law.

• 2 [Character]

1. The association is a voluntary, self-governing, permanent association, for non-profit purposes.
2. The Association has legal personality.
3. The Association is established for an indefinite period of time.
4. The Association operates on the basis of the Law on Associations, which regulates its activities in matters not regulated in this statute.
5. The Association’s activities are based on the voluntary work of its members.
6. The Association may employ employees to conduct its affairs.

• 3 [Headquarters and area of ​​operation]

1. The headquarters of the Association is the capital city of Warsaw.
2. The area of ​​activity of the Association is the area of ​​the entire territory of the Republic of Poland.
3. The Association may operate outside the territory of the Republic of Poland, as well as cooperate with foreign or international institutions and organizations, and join international organizations and associations.

• 4 [Program]

The Association cooperates with the Executive Master of Business Administration and Master of Business Administration programs run by the University of Warsaw, hereinafter referred to as the Program. Until the end of cooperation between the University of Warsaw and the University of Illinois, the Association cooperated with the Executive Master of Business Administration Program run by the University of Warsaw together with the University of Illinois (University of Illinois at Urbana-Champaign, Illinois, USA).

Chapter II: Goals and ways of achieving them

• 5 [Goals]

The goals of the Association are:

1. Maintaining permanent professional and social contacts among the graduates of the Program, including, in particular, the exchange of professional experience and providing peer support
2. Development of professional knowledge of the members of the Association in the field of management and related sciences
3. Development of the professional career of students and graduates of the Program
4. Promotion of the Program, maintaining its high substantive level and prestige
5. Promoting the principles of professional ethics in business activities
6. Supporting scientific initiatives in the field of management and related sciences
7. Representing students and graduates of the Program towards local, self-governmental and other authorities
8. Promotion of the Association and its members in fields of science, business and state administration
9. Promotion of the Association among Program alumni.

• 6 [Method of achieving goals]

The Association can achieve its goals by:

1. Organizing graduate meetings, conferences, seminars, symposiums, training courses and meetings with representatives of the world of science, business and state administration officials, as well as organizing other events aimed at developing the professional knowledge of members of the Association
2. Organizing sports, cultural, entertainment, charity and other events, supporting the development of social contacts among the members of the Association.
3. Providing members of the Association with legal and professional assistance through consultancy in the field of business and management
4. Acquiring job offers and disseminating information about jobs among students and graduates of the Program
5. Cooperation with entrepreneurs and cooperations conducting business activity
6. Creation of earmarked funds, including scholarship funds, occasional funds, and peer assistance and other funds
7. Active participation in projects and discussions supporting the making of decisions important for the Program
8. Conducting research and development projects in the field of management and related sciences as well as carrying out own or commissioned scientific studies
9. Cooperation with scientific institutions and state administration bodies
10. Expressing opinions on legal acts by writing petitions, applying to relevant authorities.

Chapter III: Members of the Association

• 7 [Types of members]

1. Members of the Association are divided into:
2. ordinary,

2.supporters,

3. honorary.
4. The Management Board is obliged to keep a list of ordinary members, supporting members and honorary members.
5. As proof of membership, the Management Board issues a membership card, the specimen of which is specified in the resolution of the General Meeting.

• 8 [Ordinary members]

1. An ordinary member of the Association may be a person who is a graduate of the Program co-organized or organized by the University of Warsaw and has submitted a membership declaration to the Management Board. An ordinary member of the Association may be a foreigner. The template of the membership declaration is determined by the resolution of the Management Board. The founders of the Association become its ordinary members as soon as the decision on its registration becomes final.
2. Admission to ordinary members of the Association takes place pursuant to a resolution of the Management Board.
3. An ordinary member of the Association has the following rights:

4.active and passive voting rights to the Association’s authorities and advisory bodies,

5.right to participate and vote in the General Meeting,

6.the right to submit motions and postulates to the authorities of the Association regarding its activities, and the right to request information on how to settle the applications,

7.the right to use the external markings of the Association, under the conditions set out in these Articles of Association and applicable resolutions of the General Meeting,

8.the right to present candidates for honorary members to the Management Board,

9.the right to act in committees, sections and advisory bodies of the Association,

10.the right to use the Association’s resources in accordance with the relevant regulations or resolutions of the Association’s authorities,

11.the right to use the Association’s recommendations and guarantees in its activities,

12. the right to use other opportunities offered to its members by the Association.
13. An ordinary member of the Association is obliged to:
14. to comply with the provisions of the statute, resolutions of the General Meeting and good manners,
15. pay membership fees regularly,
16. take care of the good name of the Association and the Program.

• 9 [Supporting members]

1. A supporting member of the Association may be a person or a corporation who identifies himself with the aims of the Association’s activities and declares support in achieving its aims in a manner agreed with the Association’s Board. A supporting member of the Association may also be a foreigner or a legal person established abroad.
2. Admission to the supporting members of the Association takes place pursuant to a resolution of the Management Board.
3. The Management Board is obliged to provide the General Meeting with information on the admission of supporting members of the Association.
4. The supporting member of the Association has the following rights:
5. the right to participate and give an advisory vote at the General Meeting,

6.the right to submit motions and postulates to the authorities of the Association regarding its activities,

7. the right to use the external markings of the Association under the conditions specified in these statutes and applicable resolutions of the General Meeting.
8. A supporting member of the Association is obliged to implement the Association’s support in achieving its goals as agreed with the Management Board.

• 10 [Honorary members]

1. An honorary member of the Association may be a person of particular merit to achieve goals consistent with the goals of the Association, who has declared readiness to accept this title. A foreigner may be an honorary member of the Association.
2. Admission to honorary members of the Association takes place pursuant to a resolution of the Management Board
3. An honorary member is entitled to participate in the General Meeting in an advisory capacity.
4. An honorary member of the Association is obliged to observe the provisions of the statute and resolutions of the General Meeting.

• 11 [Termination of membership]

1. Membership in the Association shall cease as a result of:

1.voluntary withdrawal from the Association, notified in writing to the Management Board,

2.failure to pay the membership fee by the end of the year for which it is due,

3.death – in the case of a member who is a person or loss of corporation – in the case of a member who is a corporation,

4. a resolution of the Management Board adopted in the circumstances referred to in item 6.
5. Termination of membership due to non-payment of a membership fee takes place on the basis of a resolution of the Management Board. The member concerned by the resolution may appeal against the Management Board’s resolution on termination of membership within 30 days. The deadline for lodging an appeal runs from the date of becoming aware of the adoption of a resolution by the Management Board.
6. The appeal is considered by the Audit Committee and adopts another resolution on termination of membership, whereby this resolution is final.
7. Termination of membership as a result of voluntary resignation takes place upon submission of a written declaration to the Board of the Association. The Management Board is obliged to present information about the member’s appearance to the next General Meeting.
8. Membership in the Association may be suspended pursuant to a resolution of the Management Board in the event of a decision on presenting an allegation to a member of the Association or accusing a member of the Association of committing a crime in preparatory proceedings conducted by law enforcement authorities. Membership remains suspended until the Management Board becomes aware of the final settlement of the matter.
9. In the case referred to in point 5, immediately after becoming aware that the Court has issued a legally binding judgment, the Management Board is obliged to
10. in the event of an acquittal – adopt a resolution restoring membership,
11. in the event of a conviction, adopt a resolution on continued membership.
12. The member concerned by the resolution referred to in point 6 (b) and the authorities of the Association may appeal against this resolution within 30 days. The deadline for lodging an appeal runs from the date of obtaining information on the adoption of a resolution by the Management Board. The appeal is considered by the Audit Committee and then presents its written opinion to the next General Meeting, which is obliged to revoke or uphold the resolution of the Management Board.

Chapter IV: Association authorities

• 12 [List of authorities]

The authorities of the Association are:

1. General Meeting,
2. Management Board,
3. Audit Committee.

General Meeting

• 13 [Types and convening]

1. The General Assembly is the highest authority of the Association.
2. The General Meeting may be ordinary or extraordinary.
3. The Ordinary General Meeting is held at least once a year, except for the year in which the Association was registered.
4. The Extraordinary General Meeting is convened by the Management Board:

5.on own initiative,

6. at the request of the Audit Committee, concluded in the form of a resolution,
7. upon a written request, at least 1/10 (one tenth) of the total number of ordinary members of the Association.
8. In the event that the Management Board is unable to convene the General Meeting or fails to meet the deadline referred to in point 3, the General Meeting may be convened by the Chairman of the Audit Committee, and in his absence, by any of the Audit Committee members.
9. The General Meeting is convened by e-mail to the addresses provided by the members of the Management Board in the membership declaration or by an announcement on the Association’s website or in both forms together. The notice of convening the General Meeting, together with the agenda, time and place of the meeting, should be sent or posted on the website no later than 2 weeks before the scheduled date of the General Meeting.
10. Members entered on the list of ordinary members of the Association at least one week before the date of the Meeting have the right to participate in the Meeting with voting rights.
11. The General Meeting may adopt its regulations.

• 14 [Competences of the General Meeting]

1. The subject of the Annual General Meeting should be:
2. consideration and approval of the Management Board’s report on the activities of the Management Board and the financial statements for the previous financial year,
3. acknowledging the fulfillment of duties by the members of the Management Board.
4. The powers of the General Meeting, apart from the matters indicated in other provisions of these Articles of Association, include:
5. Appointing and dismissing members of the Management Board, including appointing the President and Vice-Presidents and members of the Audit Committee,
6. Granting discharge to the members of the Management Board for their duties,
7. Determining the amount of the membership fee,
8. Adopting the Association’s annual activity plan,
9. Supplementing the composition of the Association’s authorities,
10. Changing the Association’s statute,
11. Dissolution and liquidation of the Association.

• 15 [Voting]

1. Subject to the exceptions provided for in this Statute, resolutions of the General Meeting are adopted by a simple majority of votes. Votes are votes “for”, “against”, “abstaining” cast at the General Meeting. Voting is open, subject to the exceptions provided for in this Statute.
2. The General Meeting is valid if it is attended by at least ¼ (one quarter) of ordinary members entitled to vote. In the event of the absence of at least one quarter (one quarter) of those entitled to vote, the Management Board sets an additional date for the General Meeting. The General Meeting held on the second date is valid regardless of the number of participants entitled to vote.
3. In the event that less than 1/10 (one tenth) of those entitled to vote participate in the General Meeting, the Meeting is not empowered to adopt resolutions on the matters listed in § 14 item 2 sub-items a), f) and g).

Management

• 16 [Composition of the Management Board]

The Management Board consists of at least three members.

1. Members of the Management Board are elected by the General Meeting in a secret ballot from among ordinary members of the Association who have consented to be a candidate.
2. Members of the Management Board are appointed for an indefinite period, and the mandate of a Management Board member expires upon resignation, death or dismissal.
3. Each member of the Management Board may be dismissed at any time by the General Meeting.
4. Each member of the Management Board has the right to submit a written resignation from the function, and the resignation is effective upon its submission to the President of the Management Board or one of the members of the Audit Committee.

If the number of members of the Management Board decreases below the minimum number indicated in point 1, the Management Board is obliged to convene a General Meeting no later than 2 months from the occurrence of such a situation, in order to supplement the composition of the Management Board.

• 17 [Competences of the Management Board]

The competences of the Management Board, apart from the matters specified elsewhere in this Statute, include:

1. Managing the current activities of the Association,
2. Management and disposal of the assets of the Association,
3. Representing the Association, including incurring financial obligations,
4. Presenting the draft annual plans of the Association’s activities to the General Meeting,
5. Presenting annual financial statements and annual reports on the activities of the Management Board to the General Meeting.

• 18 [Resolutions]

1. The Management Board may establish the regulations of its own work, specifying the manner of convening and conducting Management Board meetings, division of duties, and other matters related to the internal functioning of the Management Board.
2. Irrespective of the provisions of the regulations, a resolution of the Management Board is required to incur financial liabilities in excess of PLN 10,000 (ten thousand zlotys).
3. The resolutions of the Management Board are passed by a simple majority of votes of the members of the Management Board. Each member of the Management Board is entitled to one vote. In the event of an equal number of votes, the casting vote belongs to the President of the Management Board.
4. Resolutions of the Management Board resulting in incurring financial liabilities by the Association in excess of PLN 30,000 (thirty thousand PLN) require the consent of the Audit Committee.

• 19 [Representation]

1. The following persons are authorized to make statements on behalf of the Association: the President of the Management Board alone or with two members of the Management Board, subject to point 2.
2. Declarations of will regarding the property matters of the Association require the concerted cooperation of two members of the Management Board, including the President or the Vice-President.

revision Committee

• 20 [Composition]

1. The Audit Committee consists of at least 3 members, including the chairman, appointed by the General Meeting in a secret ballot from among persons who have consented to be a candidate.
2. Members of the Audit Committee are appointed for an indefinite period, and the mandate of a member of the Audit Committee expires upon resignation, death or dismissal.
3. Each member of the Audit Committee may be dismissed at any time by the General Meeting. Each member of the Audit Committee has the right to submit a written resignation from the function, and the resignation is effective upon its submission to the President of the Management Board or the Chairman of the Audit Committee.
4. In the event of reducing the number of members of the Audit Committee below the minimum number indicated in point 1, the Audit Committee is obliged to immediately contact the Management Board, which is obliged to convene the General Meeting no later than 2 months after receiving the request, in order to supplement the composition of the Audit Committee.

• 21 [Competences of the Audit Committee]

1. The Audit Committee supervises the activities of the Association’s Board, with particular emphasis on the supervision over the Association’s property matters.
2. In addition to the matters specified elsewhere in this Statute, the specific competences of the Audit Committee include:
3. Conducting an audit of the Management Board’s operations at least once a year,
4. Conducting at least once a year a review of the state of the Association’s assets and the manner of managing these assets,
5. Submitting an opinion to the Ordinary General Meeting on the assessment of the financial statements and the report on the activities of the Management Board and granting a vote of approval to the Management Board,
6. Applying to the Management Board with motions resulting from the control findings and requesting explanations which the Management Board is obliged to provide immediately,
7. Consideration of complaints of members of the Association regarding the activities of the Board,
8. Expressing consent for the Association to incur financial liabilities in excess of PLN 30,000 (thirty thousand zlotys).
9. Members of the Audit Committee may participate in the meetings of the Management Board in an advisory capacity.

• 22 [Resolutions]

1. The Audit Committee may establish the regulations of its own work, specifying the manner of convening and conducting the meetings of the Committee, the division of duties, and other matters related to its internal functioning.
2. Resolutions of the Audit Committee are passed by a simple majority of votes in the presence of at least half of the members of the Committee. Each member of the Committee has one vote. In the event of an equal number of votes, the deciding vote belongs to the President of the Committee.

Chapter V: Program Council

• 23 [Functions and composition]

1. The Program Council is an advisory body of the Association, appointed optionally by the Association’s Board.
2. The Program Council is elected for an indefinite period of time from among the persons who consented to be a candidate.

• 24 [Powers of the Program Council]

1. The powers of the Program Council include:
2. Opinion on the Association’s program of activities,
3. Opinion on the proposals presented to the Council by the Management Board or the Audit Committee,
4. Applying to the Management Board with an initiative regarding the activities of the Association.

The General Meeting may extend the powers of the Program Council.

Chapter VI: Assets of the Association

• 25 [Origin of the property]

The assets of the Association are created from:

1. Grants, donations, inheritances, bequests,
2. Income from statutory activities,
3. Income from the property of the Association,
4. Membership fees and support from supporting members.

• 26 [Property management]

1. Starting a business requires an amendment to the Articles of Association.
2. The property of the Association is managed by the Board, which is controlled in this respect by the Audit Committee.

Chapter VII: Amendment of the statute and dissolution of the Association

• 27 [Amendment of the statute]

Amending the Articles of Association requires a resolution of the General Meeting adopted by a majority of 3/4 of votes of the members present at the General Meeting.

• 28 [Dissolution of the Association]

1. A resolution to dissolve the Association is passed by the General Meeting, by a majority of 3/4 of votes entitled to vote present at the General Meeting.
2. The resolution of the General Meeting on dissolving the Association should define the purpose of the Association’s assets and appoint its liquidators. If no decision is made in this regard, the President and Secretary of the Association are the liquidators, and the assets of the Association should be allocated to support the Program.

 

Tomasz Kacprzak

Jacek Koprowski

Tomasz Kulik

Tomasz Leśniewski

Madalena Monsanto Nuno Daniel

Wojciech Mąka

Rafał Milewski

Krzysztof Pajączek

Marek Sokal

Piotr Sota

Michał Styś

Marek Wójcik          

Sylwester Wybranowski

Bartosz Wysocki