Articles of Association of Polona Universitas in Exteris – PUNO ltd
General Resolutions
- Polona Universitas In Exteris – PUNO ltd hereinafter referred to as PUNE with its headquarters in London is a private academic institution that operates as a Polish academic institution in Great Britain.
a) The academic activity of PUNE is based on PUNO, which is itself based on the Decree of the President of the Republic of Poland dated 15 December 1952 that set it up, which on 7 January 1988 became a public benefit organisation active in Great Britain regulated by the articles of the Charities (Protection and Social Investment) Act 2016, number 298510, and which then on 28 July 2021 set up PUNE as its Company Limited by Guarantee that was formally approved by the PUNO Senate.
b) It is not for profit and active in Great Britain; as such, PUNE is regulated by the Companies Act, 2006, number 13534341. It is a Company Limited by Guarentee; it is neither a regustered charity nor a company limited by shares.
c) PUNE’s Governing Documents are: its Memorandum of Association that states how it was set up; its Articles of Association 1-69 that control PUNE’s academic activity and will be referred to hereinafter as its Statute, which is based on the PUNO’s Statute; and its Articles of Association 70-82 that control its finances and the activities of its Directors and will be referred to hereinafter as its Acts, which are based on PUNO’s Trust Deeds.
d) PUNE will be termed in its operations as Polona Universitas in Exteris.
2. PUNE uses no translations of its name, retaining its Latin name in all other languages.
3. PUNE’s mission is to promote learning by creating, accumulating and disseminating knowledge and to help promote education to enable students to gain academic and practical skills. In the fulfilment of its mission, PUNE adheres to the principles of neutrality in its outlook and non-discrimination on the grounds of race, gender, creed, social or political convictions, age or disability.
4. PUNE will use the crest and the stamp if developed.
5. PUNE is fully autonomous in all aspects of its activities.
6. PUNE draws up its own Statute and also resolves any amendments to it; in particular it will consider any changes PUNO makes to its Statute.
7. PUNE may create departments outside of its HQ on the basis of the Senate’s resolutions. The scope of activities of such a department, its authorities and powers are determined by the founding resolution.
8. PUNE may own, obtain, charge and sell its own assets, both fixed and intangible, receive gifts and subscriptions, enter into agreements and manage its capital. Should it cease its activities, PUNE may transfer its material property in a manner described by its Acts. In particular, an organisation receiving PUNE property must have a broadly similar nature of not for profit activity, and the transfer is carried out on the basis of a decision adopted by the Directors of PUNE.
9. The purchase, sale and encumbering of fixed assets as well as the acceptance of subscriptions and gifts that entail encumbrance must be approved by the Directors.
10. In accordance with British law, PUNE is a not for profit educational institution and is subject to approval by Companies House. The Chair represents PUNE at meetings with Conpanies House.
OBJECTIVES OF PUNE
11. The objectives of PUNE are:
a) To help conduct teaching activities at the level of tertiary education focussing particularly on Polish studies, language, history and culture
b) To conduct academic research
c) To help educate teaching staff
d) To disseminate knowledge
e) To promote the achievements of Polish science, technology and culture.
12. To achieve these objects, PUNE may work in co-operation with other academic institutions, both Polish and those based within Europe and outside Europe.
13. PUNE may conduct studies at levels I and II and post-graduate courses as well as individual PhD programmes.
14. The official language used in lectures is either Polish or English. Where necessary, activities may be conducted in other languages.
MEMBERSHIP OF PUNE
15. Academic staff, administrators, students and PhD candidates are members of the university. They all participate in the decision-making regarding its activities and its developments via collegial or individual bodies.
16. PUNE appoints academic teachers to the following posts:
- Nominated professors
- Affiliated professors
- Visiting professors
- Readers
- Lecturers
as well as teaching, research and technical assistants.
17. The post of nominated professor can be offered to a person with a PhD degree who has achieved a significant academic standard as evidenced by published works (books and papers in academic journals). PUNE is the main place of work of the nominated professor. The appointment is made by the Rector once he/she has received approval from the Senate based on the written recommendations of two professorial referees from the same or a closely related field of interest as the candidate. The Rector appoints the referees proposed by the Dean of a Faculty. In exceptional circumstances, the Senate can waive the condition that a candidate has to hold a doctoral degree when he/she is a professor at another university or has a significant body of technical or artistic work.
18. An affiliated professor can be a professor from another university that co-operates with PUNE in its teaching or research activities, but for whom PUNE is not the main place of academic work. The appointment is made by the Rector once he/she has received approval from the Senate based on the written recommendation of one professorial referee. The affiliated professor can, within limits agreed with the Rector, conduct research in PUNE, participate in teaching activities and use PUNE resources.
19. Visiting professors are appointed by the Rector on the recommendation of a Faculty Dean for a period of either up to two years or indefinitely.
20. Readers are required to hold a doctoral degree. They are appointed by the Faculty Dean or the Head of Department once this has been agreed by the Rector.
21. Lecturers are required to have a Masters degree. They are appointed by the Faculty Dean.
22. Assistants are appointed by the Faculty Dean.
PUNO AUTHORITIES
23. The Senate and the Rector are the academuc authorities of PUNE.
24. The Senate is the highest academic authority of PUNE.
25. The Rector is the individual executive academic authority of PUNE and is entitled to the honorary title His/Her Magnificence.
26. The Senate comprises those holding positions of: the Rector, Deputy-Rector, Deans and Vice-Deans of Faculties, the Secretary of PUNE, Nominated Professors, Department Heads, and the Bursar. Also included are single delegates chosen from among the personnel of each Department as well as three representatives of the students and doctoral candidates selected by those groups that are responsible for such selecting. In exceptional circumstances the Department Heads can designate their deputies to participate in sessions of the Senate.
27. The Rector may invite other persons to attend Senate sessions but only in the capacity of advisers.
28. The Rector convenes and presides over meetings of the Senate. The Senate meetings can also be convened by the Rector at the request of at least three of its members.
29. The duties of the Senate are:
a) To oversee and assess the academic activities of PUNE
b) To vote on the Statute of PUNE and its amendments, considering at all times aligning them with the Statute of PUNO
c) To sanction PUNE’s strategies as developed and presented by the Rector
d) To sanction the Rector’s annual report including the financial report
e) To assess the nominees for professorships as presented by the Rector
f) To grant full authority to the Rector to draw up contracts with other bodies covering co-operation with PUNE
g) To assess the proposals to bestow honorary doctorates and professorships
h) To assess the proposals to bestow the title of professor emeritus. This title can be bestowed on a member of PUNE’s teaching faculty who is retiring from his/her post as professor and who, in the course of their work for PUNE distinguished him/herself with exceptional service to the university.
30. Submissions to grant honorary status may be made by the academic teachers of PUNE.
31. The Senate should convene a permanent Committee for Honours from among its members for the assessing of submissions to grant distinctions and honorary titles. This three-member Committee is headed by the Rector. It may seek advice from internal and external experts who are of high academic standing.
32. Resolutions of the Senate are passed by a majority vote. For a resolution to be valid, there must be a quorum of minimum one half of the Senate members who hold positions on the basis of Article 26 of the PUNE Statute.
a) If a quorum is not present, a sitting of the Senate is adjourned and a second sitting is called for a new time. Decisions at the second sitting are passed by a simple majority of those present.
b) On the basis of a unanimous decision by the Praesidium of the Senate, voting on a resolution may be carried out on the basis of a postal vote.
33. The Senate can convene committees whose aim is to examine and prepare resolutions that define the range of PUNE’s activities.
34. In the periods between its sittings, the authority of the Senate rests with the Presidium of the Senate made up of the Rector, Deputy Rector, Secretary of PUNE as well as two representatives of PUNE’s academic teachers. The resolutions and decisions of the Senate’s Presidium require ratification by the Senate at its next session.
35. The Rector directs the activities of PUNE and in particular:
a) Represents PUNE academically
b) Develops the strategy for the development of PUNE
c) Convenes meetings of the Senate
d) Provides an annual report of PUNE operations
e) Defines the area of the Deputy Rector’s authority
f) Oversees the activities of the Faculties and Departments of PUNE
g) Oversees the administrative and academic activities of PUNE
h) Supervises the employees, PhD candidates and students of PUNE
36. The Rector exercises guardianship over the authorities at PUNE to ensure their effective management and the satisfactory functioning of PUNE in compliance with the law.
37. The Rector of PUNE is elected by the Senate for a 4-year period by secret ballot from amongst its members who are at least at post-doctorate level. The ballot is held in June or July of the last year of the previous Rector’s tenure.
38. The Rector-elect proposes a candidate for the position of Deputy Rector to the Senate. The Deputy Rector must be at least at doctorate level.
39. The Deputy Rector of PUNE is elected by the Senate for a 4-year period in a secret ballot. The non-acceptance of a candidature proposed by the Rector-elect requires the election of a Deputy Rector to be repeated.
40. The Rector and Deputy Rector assume their duties from 1 September.
41. The Rector and the Deputy Rector may not be re-appointed for more than one further consecutive term.
42. The Rector is aided in the discharging of his/her administrative function by the Secretariat under the direction of the PUNE Secretary who is elected by the Senate for an indefinite period. The Secretariat is comprised of:
a) The PUNE Secretary
b) The PUNE Bursar who is employed by the Rector
c) Other administrative personnel who are employed according to requirement and means.
43. The Collegiate authority of a Faculty is the Faculty Council which exercises guardianship over the quality of the education in the subjects taught by the Faculty. The Faculty Council comprises the nominated professors employed by PUNE in the Faculty; the Council is chaired ex officio by the Dean.
44. The Faculty Council elects its own representatives to the Senate.
45. Faculty Deans are appointed and dismissed by the Rector with the Senate’s approval.
46. Faculty Deans are responsible for:
a) Selecting suitable academic staff to deliver the courses
b) Guaranteeing a high standard of teaching
c) Ensuring the appropriate programme of lectures and seminars and controlling its realisation
d) Planning, monitoring and controlling the execution of financial plans of the Departments
e) Research and conducting of academic projects.
47. Faculty Deans are responsible to the Rector.
48. Faculty Deans appoint their deputies and Heads of their Departments with the approval of the Rector.
PUNE DEPARTMENTS
49. The organisational units of PUNE are the Faculties, which may form their own internal structures called Departments.
50. A Faculty is established on the basis of the Senate’s decision in response to a proposal from the Rector.
51. A Department is established on the basis of the Rector’s decision following a proposal from the Dean of the Faculty, and on approval from the Senate.
52. Departments conduct their teaching and research activities in their specialist fields as laid out in their establishment act. The work of the Department is directed by the Head who is responsible to the Rector as well as to the Dean of the Faculty for conducting his/her work to the required standard and within the specified deadlines.
DEGREE COURSES
53. The academic year extends over the period from 1 October to 30 September of the following calendar year and is divided into two semesters.
54. Students can obtain:
a) A Bachelor’s degree – on completion of a 3-year full-time course
b) A Master’s degree – on completion of a further 2-year full-time course
c) A doctorate – on successfully defending a dissertation, passing an examination in a discipline relevant to the doctorate as well as having a confirmed knowledge of a foreign language
d) A certificate of completion of a post-graduate course.
55. PUNE may conduct a degree course in association with other academic bodies based on bilateral or multilateral agreements which the Rector is authorised to make.
56. PUNE may conduct part-time and distance learning courses. The detailed conditions of how they are set up and delivered as well as the examination rules are described by the Faculty regulations approved by the Senate upon application by the Faculty.
57. The topics, range and duration of the courses are determined in the plan drawn up by the team appointed by the Faculty Dean. The course can only be delivered with the approval of the Rector.
58. Tuition fees are determined in the estimates provided by the directors of the studies. Either the Rector or the Deputy-Rector approve the estimate and determine whether the studies may be offered.
59. Students are enrolled by the PUNE Secretariat on the basis of the documents described in the plan of studies.
60. Students are obliged to participate in classes and to undertake the examinations as specified in the plan of studies. Any student who does not fulfil these obligations can be removed from the list of students.
61. All students and PhD candidates form the university’s student autonomous body. Its function, rights and organizational forms are determined in its Statute as approved by the Rector of PUNE.
62. The undergraduate, postgraduate, PhD students and graduates of PUNE may form learned societies. Their function, rights and organizational forms are determined by their statute as approved by the Rector of PUNE.
DISCIPLINARY MATTERS
63. Academic staff may be held to account and disciplined for unlawful actions or for damaging PUNE’s reputation.
64. The Senate, at the request of the Rector, appoints from its members a permanent, three-party Disciplinary Committee chaired by a nominated professor of PUNE to handle disciplinary issues.
65. The Disciplinary Committee can present a request to the Senate for the sanctioning of a member of the academic staff by:
a) A warning
b) A written reprimand noted in the personnel files
c) Dismissal from a post
d) Dismissal from PUNE.
66. For it to be valid, any resolution made by the Senate in this matter must be carried by a two-thirds majority vote of the Senate members present.
67. Any breach of PUNE’s rules or actions damaging PUNE’s reputation by a student will incur disciplinary action. Sanctions for any action which falls within the remit of criminal law also provide the basis for bringing disciplinary proceedings.
68. The Disciplinary Committee is the organ of PUNE for pronouncements in disciplinary matters relating to students. The Disciplinary Committee may issue:
a) Warnings
b) Reprimands
c) Reprimands which include the threat of expulsion
d) Sanctions in the form of temporary suspension from PUNO or permanent expulsion.
69. In all student disciplinary matters the Senate is the appeal body and may review the case at the request of the Rector or in the light of a written appeal made by the student. The Senate’s decision is final.
DIRECTORS
70. The Directors are responsible for PUNE and its organisational activities.
71. The Directors are responsible for the finances of PUNE.
72. The Directors’s activities are regulated by the Acts.
73. The Directors are those persons whose names appear here: Prof Dr Richard Chmielowski, Prof. Dr Tomasz Kazmierski and Dr Marek Laskiewicz (chair).
FINANCES
74. An independent, not-for-profit Company Limited by Guarentee has been established to be known as “Polona Universitas In Exteris – PUNO ltd” in London, operating as Polona Universitas in Exteris, herein called PUNE.
75. PUNE is based on PUNO, the Polish University Abroad, noting:
a) PUNO has for many years carried on as a school of higher education open to all but mostly to students of Polish origin of required standard of education who are desir-ous of obtaining a higher degree; PUNE aims to help and support this.
b) To that end PUNE may organise several Faculties and provide lectures and tutorials and seminars to enable the students to prepare for and obtain a higher degree in their chosen field.
c) The funds of PUNE are derived from grants, benefactions from charitable organisa-tions and suchlike, free donations from individuals, and courses..
76. The object of PUNE is to promote learning and aducation, in particular to persons of Polish origin though not exclusively, in such means as are exclusively acceptable in law.
77. In furtherance of this object but not further or otherwise PUNE shall have the following powers:
a) to promote, support and organise fellowships, scholarships, conferences, seminars, study-tours, lectures and similar projects;
b) to publish or promote or support the publications of useful results of research under-taken by PUNE;
c) to help issue certificates or credits towards certificates and degrees recognising com-pletion of courses or achievement of merit;
d) to provide, endow, furnish and fit out with all necessary furniture and other equip-ment, and maintain and manage buildings and other properties;
e) to purchase and otherwise acquire land of whatever tenure or other such properties as may be required for carrying out the purposes of PUNE;
f) to receive grants;
g) to raise funds and invite and receive contributions from any person or persons who-soever by way of subscription or otherwise PROVIDED THAT PUNE shall not under-take permanent trading activities in raising funds for the said objects;
h) to develop fund raising;
i) to accept donations from any special trust in connection with PUNE so that every do-nation so accepted shall be held subject to the trust and to the conditions of the gift;
j) to convene, organise and hold seminars and meetings in furtherance of the said ob-jects;
k) to charge fees for the tuition provided and to award scholarships and bursaries;
l) to cooperate with other persons and institutions having a like nature;
m) to make grants to any charitable organisations;
n) to employ and pay any person or persons (not being a Director) to supervise, organise and carry on the work authorised by the Directors, and as employers of staff to make all reasonable and necessary provision for the payment of pensions and superannua-tion to or on behalf of employees and the widows and other dependants;
o) to do all such other legal things as are necessary for the attainment of the said object.
78. PUNE shall stand possessed of all money and properties which may be paid or transferred to it for the said object; the Directors shall retain or sell the property and investments, and invest the proceeds in or upon any investment for others of a like nature UPON TRUST that both the income and capital thereof shall be applied at the discretion of the Directors in pursuance of the said objects as hereinbefore declared.
79. Moreover:
a) The number of Directors shall not be less than three or more than nine, and in the event of their number falling below such additional Directors or Director shall forth-with be appointed as shall be necessary to make up their number to three but so that the Directors may from time to time exercise all or any of their powers and discre-tions herein declared and contained notwithstanding any vacancy or vacancies in their number.
b) A Director may retire by writing under his hand and such retirement shall be recorded in the Minutes and shall be conclusive evidence of his retirement.
c) There shall be a quorum when not fewer than two or one-third whichever is the greater number of Directors present for the time being are present at a meeting.
d) The Directors shall have the power to establish and operate both accounts and de-posit accounts in the name of PUNE with the Bankers PROVIDED THAT cheques drawn on such accounts shall not be signed by less than two Directors.
e) Within the limits proscribed by these Acts the Directors shall have full powers from time to time to make regulation for the management of PUNE and for the conduct of their business including the summoning of meetings, the deposit of money at a proper Bank and the custody of documents, and shall have the power to vary or re-scind any rules so made.
80. The Directors shall have the power by these Acts or any Act revocable or irrevocable to supplement or alter the provisions of the Acts other than clauses 70-72 provided that they shall not supplement or alter or amend the provisions hereof so as to cause PUNE not to be a not-for-profit organisation so also cannot alter clause 77(g):
a) The finances shall be conducted as follows In the event of the dissolution of PUNE any assets remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the Directors but shall be given to such other charitable insti-tution or institutions having similar objects to PUNE or the Directors with the ap-proval of the Senate: decide.
b) All income shall be applied to promoting education.
c) No dividends (or returns of capital) shall to be paid to its members.
d) The finances of PUNE are available to PUNO subject to approval by the Directors.
ADMINISTRATION
81. The administration shall be conducted as follows:
a) The Directors shall cause proper Minutes to be kept and entered in a book for the purpose of all their resolutions and proceedings, and any such Minutes of any such meeting of the Directors purporting to be signed by the Chair of any such meeting or by the Chair of the next succeeding meeting shall be conclusive evidence of such mat-ters in such Miinutes.
b) The Directors shall cause full and punctual accounts to be kept of PUNE’s funds and all income arising therefrom and all dealings therewith and all payments made there-under at least once in each year and shall cause such accounts to be audited in each year by an auditor appointed by the Directors.
82. The Directors shall:
a) delegate the control over academic affairs to the Senate
b) permit the Senate to alter the Articles of Association
c) align in so far as possible the Acts with PUNO’s Trust Deeds.