The Statute

The Statute

of the Non-Profit Organization MEDIREX GROUP ACADEMY n.o.

The non-profit organization MEDIREX GROUP ACADEMY n.o., residing at Jána Bottu 2, 917 01 Trnava (hereinafter referred to as “the non-profit organization”), pursuant to §19, section 2, letter i) of Act No. 213/1997 Coll. on non-profit organizations providing generally beneficial services, as amended, (hereinafter referred to as “The Act on Non-Profit Organizations”), after accepting the decision of the Board of Directors of the non-profit organization of 01.08.2016, hereby issues this Statute of the Non-Profit Organization (hereinafter referred to as “the Statute”).

Article I

Name, domicile and the legal form of the non-profit organization

  1. Name: MEDIREX GROUP ACADEMY n.o.
  2. Domicile: Jána Bottu 2, 917 01 Trnava
  3. The Non-Profit Organization is an independent legal person with a legal personality. In legal relations it acts in its name and has a proprietary responsibility resulting from these relations.

Article II

Duration

The Non-Profit Organization has been founded for an indefinite period of time.

Article III

Kind of generally beneficial services

The Non-Profit Organization provides the following generally beneficial services:

  1. Education (courses, training, and seminars; publishing activities – publishing periodical or non-periodical books);
  2. research work, development, scientific and technical services, and information services (the planning and implementation of all scientific research activities within the Non-Profit Organization, including the use of the scientific research infrastructure financed by EU funds, strictly follows the rules and principles of independent research and development. The scientific research infrastructure financed by EU funds can be used by the Non-Profit Organization and other co-operating research and educational institutions, including

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the appropriate professional public, but only for scientific research purposes. Any results of the Non-Profit Organization of other research and educational institutions, including the results of the appropriate professional public which originated thanks to the scientific research infrastructure of the Non-Profit Organization from EU funds, can be freely used and distributed.

Article IV

Bodies of the Non-Profit Organization (NPO)

  1. The NPO bodies include the following:
  2. The Board of Directors
  3. The General Manager
  4. The Supervisory Board
  5. The Scientific Board
  6. The term of office for each of the bodies is 5 (five) years.

Article V

Board of Directors

  1. The Board of Directors is the supreme body of the Non-Profit Organization. The first members are appointed by the founder.
  2. The Board of Directors primarily:
  3. approves the budget of the NPO
  4. approves the annual balance and the annual report on the activities and economic performance of the NPO (hereinafter referred to as “the annual report”)
  5. decides about the use of the profit and the settlement of losses, including the specification of how to settle them up at least until the end of the following accounting period
  6. takes decisions about the NPO’s dissolution, fusion, and merging or splitting up
  7. presents proposals to change the facts recorded in the register
  8. elects and withdraws the General Manager and proposes his/her salary
  9. elects and withdraws the members of the Board of Directors, unless otherwise stated in the Statute, it also elects and withdraws the

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                   members of the Board of Directors and the Scientific Board

  1. approves legal acts concerning immovable assets
  2. takes decisions about any changes to the Statute
  3. takes decisions about limiting the General Manager´s rights to act on behalf of the NPO
  4. takes decisions about other matters within the scope of the Statute.
  5. The Board of Directors has 5 (five) members. A member must be a natural person qualified for legal acts and must have no criminal record. The General Manager cannot be a member of the Board of Directors and a member of the Supervisory Board or a member of the Scientific Board.
  6. The Board of Directors elects its chairman from its members. The chairman of the Board of Directors calls, prepares and conducts Board of Directors meetings.
  7. The Board of Directors meets as necessary, at least twice a year. It must be called within 10 (ten) days from the delivery of its proposal or 1/3 (a third) of the members of the Board of Directors.
  8. The Board of Directors is quorate as long as more than half of its members are present; all valid decisions have to be supported by more than half of its members, unless otherwise specified in wording of the Act on non-profit organizations.
  9. Membership in the Board of Directors is a free and non-paid function. The members are entitled to the reimbursement of their expenses originated during the discharge of the function pursuant to a special regulation.
  10. Membership in the Board of Directors is terminated by:
  11. expiration of the term of office
  12. abdication
  13. withdrawal, if a member violates any provisions of the Act on non-profit organizations or if he/she does not participate in at least three consecutive and duly called meetings without an apology, or fails to meet the conditions pursuant to § 20 of the Act on non-profit organizations
  14. death
  15. Decisions about the NPO’s merging or dissolution or changes to the NPO’s Statute must be supported by more than half of all members of the Board of Directors.
  16. Minutes must be taken at every meeting of the Board of Directors and they must be stored for 10 (ten) years.

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Article VI

General Manager

  1. The General Manager is a statutory body that manages the activities of the NPO and acts on its behalf. He/she decides about all NPO matters unless the Act on non-profit organizations, the Foundation Charter or the Statute transfers this responsibility to other bodies of the NPO.
  2. Decisions of the Board of Directors can limit the right of the General Manager to act on behalf of the NPO, such a decision is not effective towards third parties if they did not know or could not know about this fact.
  3. The General Manager is entitled to participate in negotiations of the Board of Directors with an advisory vote.
  4. The position of the General Manager can be occupied by a natural person who is qualified for legal acts and is without a criminal record.
  5. The General Manager is elected and withdrawn by the Board of Directors.
  6. The General Manager shall be withdrawn by the Board of Directors if he/she:
  7. is lawfully sentenced for a crime connected with the discharge of the function of the General Manager or for an intentional crime
  8. performs activities which concern competition
  9. personally requests that they be withdrawn
  10. The General Manager can be withdrawn by the Board of Directors if he/she:
  11. is not capable of discharging the function upon a medical report for more than six months
  12. acts against the provisions of the Act on non-profit organizations, the Charter or the Statute
  13. it was proposed by the Board of Directors or a Supervisory Board member.
  14. To elect or withdraw the General Manager it is necessary to have at least a 2/3 majority of the votes of all members of the Board of Directors.

Article VII

Supervisory Board

  1. The Supervisory Board is a supervisory body of the NPO which inspects NPO activities.

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  1. The Supervisory Board has to be established if the property of the NPO is higher than 165,969 euros (a hundred and sixty five thousand nine hundred and sixty nine euros) or if a part of its property is a priority property pursuant to § 31a of the Act on non-profit organizations.
  2. Members of the Supervisory Board are authorized to inspect all documents and records concerning activities of the NPO and check if the accounting is conducted properly in accordance with special regulations and if the NPO acts in accordance with generally binding rules of law, the Charter and the Statute.
  3. The Supervisory Board primarily:
  4. checks annual balances and annual reports and submits their statement to the Board of Directors
  5. checks accounting procedures and other documents
  6. gives notice to the Board of Directors about detected inadequacies and their elimination.
  7. The Supervisory Board is entitled to:
  8. propose that an extra session of the Board of Directors be called if it is in the interest of the NPO
  9. propose that the Board of Directors withdraw the General Manager
  10. propose to limit the General Manager´s rights to act on behalf of the NPO
  11. participate in the Board of Directors´ meetings through its members with an advisory vote
  12. give notes to the Board of Directors about detected violation of the rules of law, the Charter or the Statute.
  13. The Supervisory Board has 3 (three) members. Its member can be only a natural person who is qualified for legal acts and is without a criminal record. It cannot be a member of the Board of Directors, the General Manager or a member of the Scientific Board of the NPO.
  14. Members of the Supervisory Board are elected and withdrawn by the Board of Directors.
  15. Membership in the Board of Directors is a free and non-paid function. The members are entitled to the reimbursement of expenses which originated during the discharge of the function pursuant to a special regulation.

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Article VIII

Scientific Board

  1. The Scientific Board is a managerial and review body of the NPO for its scientific research activities. It mainly includes:
  2. proposing and approvals of scientific intentions and annotations of scientific research projects
  3. regulation of scientific research activities within individual projects
  4. checking scientific research activities
  5. appraisal of the results of scientific research
  6. planning and approvals of the use of scientific research infrastructure
  7. supervising and checking the observance of the rules and principles of independent research and development
  8. submitting to the Board of Directors proposals, suggestions and check discoveries within its operation, especially giving notices to the Board of Directors about the violation of rules and principles of an independent research and development and
  9. participation through its chairman at the meetings of the Board of Directors with an advisory vote.
  10. The Scientific Board has 5 (five) members. Its member can be only a natural person who is qualified for legal acts and is without a criminal record and belongs among renowned Slovak or foreign scientists, researchers or other professionals in the area of scientific research. It cannot be a member of the Board of Directors, the General Manager or a member of the Supervisory Board of the NPO.
  11. Members of the Scientific Board are nominated, elected and withdrawn by the Board of Directors of the NPO.
  12. Members of the Scientific Board elect the chairman of the Scientific Board. The chairman of the Scientific Board, if necessary, e.g. due to illness, absence, busyness, etc., is substituted by an accredited member of the Scientific Board. The chairman of the Scientific Board calls, prepares and manages the Scientific Board meetings.
  13. The Scientific Board meets as necessary. It meets at least once a year, which is called a regular session. This session is called by the chairman of the Scientific Board also without a proposal. The Scientific Board has to be called as well if the Board of Directors or the General Manager request it, an absolute majority of the Scientific Board and it must be within 10 (ten) days since the delivery of the

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proposal for its call to the chairman of the Scientific Board, which is called an extra session.

  1. The Scientific Board is quorate as long as more than half of its members are present, all valid decisions have to be supported by more than half of its members. Instead of the Scientific Board´s session, the Scientific Board can adopt a resolution belonging to its competence by voting per rollam.
  2. When voting per rollam, the chairman shall send a resolution proposal on a ballot to the members of the Scientific Board by post, electronically by e-mail or by some other provable way. Ballots must include the voting programme, the date of the election termination and a post or e-mail addresses for a return delivery of ballots. A written ballot with the signature of a member of the Scientific Board has to be delivered (personally, by post, or by a scan enclosed to an e-mail) to the chairman of the Scientific Board no later than on the date of election termination. The chairman shall deliver the per rollam election results to other members of the Scientific Board within 3 (three) days since election termination.
  3. Minutes must be taken at every meeting of the Science Board and they must be stored, along with the per rollam ballots, during the whole period of the NPO’s existence.
  4. Membership in the Scientific Board is a free and non-paid function. The members are entitled to the reimbursement of expenses which originated during the discharge of the function pursuant to the Statute.
  5. Membership in the Board of Directors terminates by:
  6. expiration of the term of office
  7. written abdication
  8. withdrawal by the Board of Directors, if a member violates some provisions of the Act on non-profit organizations or if he/she does not participate in at least three consecutive duly called meetings without an apology, or fails to meet the conditions pursuant to Article VIII, section A, part 2 of the Statute.
  9. death of the member
  10. termination of the NPO

Article IX

Non-compete Clause

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  1. Members of the Board of Directors, the General Manager or members of the Supervisory or Scientific Boards are not allowed to:
  2. conclude businesses which are related to the activities of the NPO on their own behalf and on their own account
  3. mediate the NPO businesses of the NPO to other persons

Article X

Economic activities of the NPO

  1. The NPO covers its activities and operates with its property and can use state property or regional property pursuant to an extra regulation.
  2. The NPO´s property primarily includes:
  3. the founder´s investment
  4. incomes from its activities
  5. incomes from business activities after taxation
  6. inheritance
  7. gifts from natural persons or legal entities
  8. Incomes of the NPO can also be state budget grants, state fund grants or from a municipal budget to run the organization.
  9. The above mentioned funds cannot be used as expenses to run the organization.
  10. The NPO can make business pursuant to some extra regulations under the conditions defined by the Act on non-profit organizations.
  11. The incomes form the NPO activities are taxable pursuant to tax laws.
  12. The NPO’s money cannot be used for financing political parties or groups or support of candidates for elected functions.
  13. Any deposited, transferred or provided financial resources, as well as deposited or transferred fixed assets, belong to the NPO.
  14. The NPO is responsible for the failure of its duties up the value of its property.

Article XI

Expenses of the NPO

  1. The NPO´s property can only be used in accordance with the conditions defined in the Charter or the Statute and to settle the NPO’s expenses (costs).
  2. The amount of the expenses (costs) of the NPO shall be specified by the Board of Directors annually in the rate necessary to cover the NPO activities.
  3. If a legal entity or a natural person provided the NPO with a gift or a contribution for

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a particular purpose, the NPO is entitled to use it for a different purpose only with prior permission given by the person who provided the gift or the contribution.

Article XII

Budget of the NPO

  1. The NPO operates in accordance with the approved budget.
  2. The budget contains all budget receipts and expenditures of the NPO. It is approved for a particular calendar year.
  3. The budget proposal is submitted to the Board of Directors by the General Manager within at least one month before the beginning of a particular calendar year. The Board of Directors approves the budget of the NPO at least until the 31st March of a calendar year.

Article XIII

Accounting

  1. The NPO conducts accounting procedures in accordance with valid regulations.
  2. The NPO has to separately conduct returns and expenses concerning generally beneficial services, returns and expenses connected with business activities.
  3. The annual statement of finances has to be certified by an auditor if:
  4. state budget grants, state fund grants or municipal benefit grants exceed 33,193 euros (thirty three thousand one hundred and ninety three euros).
  5. all incomes of the NPO exceed 165,969 euros (one hundred and sixty five thousand nine hundred and sixty nine euros).
  6. In accordance with section 3 of this article of the Statute, the NPO shall save the annual statement of finances certified by an auditor in the public part of the Register of Annual Statement of Finances at least on 15th

Article XIV

Annual Report

  1. The NPO is obliged to work out an annual report for the previous calendar year not later than on 30th

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  1. An annual report must contain:
  2. a survey of activities in the reviewed period and the relationship to the purpose of the NPO
  3. an annual statement of finances and evaluation of its basic data
  4. an auditor´s opinion on the annual statement of finances, if they verified it
  5. a survey of financial receipts and expenditures
  6. a survey of receipts (yields) according to sources
  7. the state and transfer of a property and liabilities of the NPO
  8. changes made in the Statute and in the composition of the bodies during the reviewed period
  9. other data defined by the Board of Directors
  10. The NPO shall save the annual statement of finances in the public part of the Register of Annual Statement of Finances at least on 15th

Article XV

Dissolution, Property Settlement and Termination of the NPO

  1. The NPO is dissolved:
  2. on the date stated in the decision of the Board of Directors about the dissolution of the NPO, otherwise on the date when the decision was adopted
  3. by the decision of the Board of Directors about merger, fusion or division of the NPO
  4. on the date stated in the decision of the court about the dissolution of the NPO, otherwise on the date when this decision became valid
  5. if it does not satisfy duties pursuant to §10, section 3 of the Act on non-profit organizations
  6. by filing a petition for bankruptcy or by dismissing the proposal to file a petition for bankruptcy due to lack of property
  7. if it does not save an annual report in the public part of the Register of statement of finances pursuant to §34, section 3 of the Act on non-profit organizations
  8. In the case of a merger, the property of the dismissed NPO is transferred to another NPO or

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a foundation with which it was merged.

  1. In the case of a fusion, the property of the NPO is transferred to another NPO or a foundation with which it was fused.
  2. The NPO is dismissed on the date of its deletion from the Register. Its dissolution is preceded by cancellation with liquidation or without.
  3. Liquidation is not necessary, if the property of the NPO is transferred to another NPO or foundation after a merger or fusion.
  4. Liquidation balance can be transferred only to other NPO or foundation. A priority property, pursuant to §31a of the Act on non-profit organizations, has to be offered by a liquidator to the state or other NPO.
  5. The liquidator´s fee shall be specified by the person who appointed him/her.
  6. Costs connected with liquidation shall be paid using the NPO´s property.
  7. To dissolve the NPO with or without liquidation and to terminate the NPO, appropriate provisions of the Commercial Law of dissolution and termination of companies shall be used, unless otherwise specified by the Act on non-profit organizations.

Article XVI

Final Provisions

  1. This Statute is a part of the Charter of the NPO and is its integral part.
  2. By approval of this new Statute of the NPO Medirex Group Academy n.o. of 01.08.2016, the original Statute of the NPO of 11.12.2006 becomes invalid along with all of its annexes.

 

Trnava 01.08.2016