STATUTE of the Jankowo Foundation
§ 1
The Foundation under the name "Jankowo Foundation," referred to in the content of the bylaws as "the Foundation," established by the founder: Piotr Stanisław Handzel by a notarial deed drawn up before notary Marzena Gawryś at the Notary Office in Warsaw at Skoroszewska Street 2, apt. 2, on November 18, 2010, under the repertory number A 5006/2010, operates based on Polish law, in particular the Act of April 6, 1984, on foundations (Journal of Laws of 1991, No. 46, item 203, as amended) and the Act of April 24, 2003, on public benefit activities and volunteerism (Journal of Laws 2003, No. 96, item 873) and in accordance with the provisions of these bylaws.
§ 2
The Foundation acquires legal personality upon entry into the foundation register in the National Court Register.
§ 3
- The Foundation's seat is in Warsaw.
- The area of the Foundation's statutory activity is the territory of the Republic of Poland.
- As necessary for the proper realization of statutory goals, the Foundation may conduct activities within the territory of the Polish Republic and beyond its borders in accordance with the applicable regulations.
- The Foundation may establish branches, institutions, affiliates, offices, and other units to achieve its statutory goals, and may also cooperate with other entities, in particular by supporting other public benefit organizations, domestically and abroad, through the Foundation.
- For the purposes of cooperation abroad, the Foundation may use translations of its name in selected foreign languages.
- The Foundation may use a distinctive graphic sign.
- The Foundation uses a round seal with an inscription indicating its name, seat, and address, and the distinctive graphic sign of the Foundation, or an oblong seal with an inscription indicating its name, seat, and address.
§ 4
- The Foundation is a non-governmental organization conducting public benefit activities within the meaning of the Act of April 24, 2003, on public benefit activities and volunteerism.
- The statutory activity of the Foundation may be conducted as unpaid or paid activity within the meaning of the Act on public benefit activities. Both forms of activity will be financially separate to the extent that allows for the determination of income, costs, and results, taking into account the accounting regulations.
- The Foundation may conduct business activity only to the extent that it serves the realization of statutory goals, that is, the socially useful activity it conducts in the sphere of public tasks.
- The Foundation does not operate for profit, and any income generated will be allocated to the realization of statutory goals.
- The Foundation may initiate proceedings and participate in proceedings before judicial authorities and public administration bodies as a social organization in the manner and on the terms set out in the applicable legal provisions.
§ 5
- The Foundation may grant the title of "Honorary Donor" to individuals particularly meritorious to the Foundation. This title may be associated with certain privileges and gratifications for these individuals, in particular the right to lifelong, free residence in one of the Foundation's facilities.
- The Foundation may establish badges, medals, honorary titles, and award them along with other prizes, distinctions, and privileges to individuals and legal entities meritorious to the goals chosen by the Foundation or to the Foundation or region itself.
- Regardless of the above, the title "Honorary Donor" is granted to any person who donates to the Foundation an object listed in the Register of Monuments or possessing heritage values. At the same time, this person is entitled to the right of lifelong, free residence in the facility designated by the Board of Foundors owned by the Foundation. Moreover, such a person will be provided with lifelong care, including the possibility of receiving lifelong financial support from the Foundation (a lifelong annuity).
- The rules for the use of the Foundation's assets by "Honorary Donors" will be determined by the Board of Founders, ensuring their equality and availability, as well as considering the proper use of this property for the realization of the Foundation's statutory principles.
- The Foundation may refuse to accept a donation of an object entered in the Register of Monuments or possessing heritage values.
§ 6
The Foundation has been established for an indefinite period.
§ 7
For the supervision of the Foundation, due to its goals, the appropriate minister is the Minister of Culture and National Heritage, referred to in the rest of the Bylaws as "the Minister."
§ 8
The Foundation has been established to conduct public benefit activities and to achieve the following objectives:
- Preservation, renovation, reconstruction, and conservation of the Palace and Park Complex in Jankowo as a part of the revitalization process for degraded areas aimed at improving the cultural, economic-tourism, and social situation in the region.
- Protection, restoration, management of objects with historical or heritage value, revitalization of park complexes, nature monuments, and material cultural goods, and supporting initiatives actively combating the devastation of these goods.
- Reconstruction and conservation of heritage objects, both owned and not owned by the Foundation, as well as acquiring or taking over historical/heritage objects for their revalorization, management, or co-management.
- Financial, material, and organizational support for individuals and legal entities managing heritage and cultural goods and involved in renovations and repairs of heritage objects.
- Financial, material, and organizational support for individuals and legal entities engaged in educational activities, care, and upbringing of children and youth.
- Searching for and gathering information, bibliographies, documentation, and items of historical/heritage significance, enriching the value of restored historical objects.
- Organizing and creating conditions for national and international cooperation in the field of reconstruction and history of ancient crafts, and supporting and assisting in the maintenance of disappearing crafts.
- Supporting initiatives aimed at the development of regions, particularly the Pomerania, Kuyavia, and Masuria regions, and implementing the Integrated Strategy for Rural Development.
- Spreading education and enlightenment and initiating processes of changing awareness and culture in local communities, especially leading to increased participation in culture by children and youth.
- Promoting the touristic, historical, and cultural values of regions and fostering and nurturing phenomena, content, and values of material and spiritual culture.
- Supporting, promoting, and popularizing all initiatives and actions in the field of environmental protection, pro-ecological activities, and concerning renewable energy.
- Supporting local communities, especially children and youth, by endorsing initiatives and undertaking actions serving comprehensive development, developing contacts and cooperation between communities, and assisting in adapting to new working and living conditions in the era of European integration.
- Supporting the development of local communities, self-government communities, non-governmental organizations, and other institutions working for the public good in the fields of social life, environmental protection, and European integration.
- Supporting tolerance and mutual understanding among different nations, respecting culture and traditions.
- Supporting European integration and developing contacts and cooperation between societies of other countries, particularly between Polish and German societies.
- Assisting all social initiatives consistent with the Foundation's ideals.
§ 9
The Foundation's objectives will be achieved through:
- Inspiring and initiating various actions and acquiring and gathering funds for reconstruction, renovation, protection, restoration, and management of historical, heritage objects and park complexes, nature monuments, and all cultural goods.
- Activating scientific, creative, economic, self-governmental, and political environments, as well as individuals and legal entities to undertake actions on behalf of the Foundation.
- Cooperating with other organizations with objectives aligned with the Foundation's action program.
- Undertaking actions that showcase the historical, artistic, and cultural value of objects and material goods and popularizing knowledge about them.
- Supporting scientific, educational, and cultural activities related to the Foundation's objectives.
- PConducting charitable activities, promoting and organizing volunteer work.
- Initiating and organizing financial and legal assistance for individuals and legal entities engaged in the reconstruction, revalorization, or management of heritage objects.
- Supporting the realization of initiatives initiated by the Foundation through cooperation at home and abroad with other institutions, organizations, and individuals. This cooperation may take the form of organizational support, partial or full funding of the initiative, or assistance in obtaining necessary funds from other sources.
- Organizing and financing conferences, seminars, meetings, training, research work, and publications related to the protection of heritage, culture, and tradition, and other fields related to the statutory objectives of the Foundation.
- Organizing activities for culture and art by organizing museum exhibitions, exhibitions, open-air events, competitions, cultural and sports events, concerts, scientific sessions, theatrical performances, tournaments, and historical and craft fairs.
- Conducting informational and publishing activities and awarding prizes and scholarships.
- Acquiring private, state, and European funds.
- Supporting marketing initiatives, organizing active forms of promotion serving the statutory objectives.
- Gathering around the Foundation scholars, artists, creators, craftsmen, businessmen, and local government and political activists to promote the Foundation's tasks in Poland and abroad.
- Cooperating with Polish and foreign institutions and organizations carrying out tasks aligned with the Foundation's objectives.
- Publishing periodical and non-periodical publications in print and multimedia presentations related to the Foundation's objectives.
- Cooperating with state administration bodies, self-government and professional bodies, conservation services, domestic and foreign foundations, institutions and organizations, scientific and cultural-educational institutions, enterprises, companies, as well as other legal entities and individuals who, by their attitude and action, will support the Foundation's objectives.
- Gathering and developing material resources designated for the statutory purposes of the Foundation.
- Organizing educational trips in the country and abroad in fields covered by the Foundation's objectives and funding academic scholarships for work implementing the Foundation's program, rewarding pupils and students for their own achievements in this field.
§ 10
The Foundation's goals shall be realized through:
- The Foundation's assets consist of the Founding Fund, listed in the notarial deed of its establishment, in the monetary amount of 20,000 PLN (in words: twenty thousand Polish zlotys), as well as financial resources, property rights, real estate, and movable properties acquired and received by the Foundation during its operation.
- The Foundation may accept payments, donations, bequests, legacies, subsidies, and other benefits transferred to the Foundation by individuals, legal entities, organizational units without legal personality, organizations, domestic and foreign institutions, as well as funds from the European Union and other international organizations.
- Income from donations, legacies, and bequests, as well as subsidies and grants, may be used to achieve all the goals of the Foundation unless the donors have decided otherwise.
- A donor, by transferring assets to the Foundation, may stipulate that these funds should be allocated to a specific type of the Foundation's activity. The Board of the Foundation may refuse to accept this condition. In such a case, the Foundation shall return the funds transferred by the donor. If the transfer of funds is not accompanied by a specification of their use, the Foundation may allocate them to any statutory purpose.
- The Foundation may establish separate funds in someone's name as indicated by the donor.
- In the event of the Foundation being named as an heir, its Board shall make a declaration of acceptance of the inheritance with the benefit of inventory only when it is clear at the time of the declaration that the active estate exceeds the inheritance debts.
- The Foundation may enter into agreements with domestic and foreign entities for the management and administration of monetary funds and other property rights.
- From the founding fund, the amount of 10,000 PLN (ten thousand Polish zlotys) is designated for economic activities.
- The Foundation is liable for its obligations with all its assets.
- The Foundation's assets are designated for the realization of the Foundation's statutory goals and covering the costs of its operation.
- The Foundation may create guarantee funds and other targeted funds to carry out the tasks of the Foundation.
- The Foundation may accumulate its funds in Polish currency and in foreign currencies in appropriate banks in accordance with the applicable legal regulations.
- The sale or encumbrance of real estate, as well as the sale or encumbrance of other components of the Foundation's fixed assets or the undertaking of an obligation to perform services worth more than 200,000 PLN requires the prior consent of the Board expressed in the form of a resolution.
- The Board of the Foundation may sell individual assets, with the consent of the Founders' Council, provided that the sums obtained from the sale are transferred for statutory activities.
§ 11
The Foundation's income may particularly come from:
- The founding fund and donations from the Founder.
- Contributions from the Founders.
- Income earned from the Foundation's assets, including dividends and profits from shares and stakes, assets, real estate, and property rights, in particular securities and other financial instruments available on the capital market, interest and bank deposits, and other capital gains, including income from participation in trust funds, income from bonds, treasury bills, etc.
- Donations, legacies, and bequests from domestic and foreign sources.
- Grants and subsidies from individuals and legal entities.
- Income from gifts, collections, and public events.
- Income from the economic activities conducted by the Foundation.
§ 12
The Foundation is not entitled to engage in activities involving:
- Granting loans or securing obligations with the Foundation's assets in relation to members of the Foundation's Council, members of the Foundation's Board, or employees of the Foundation, and persons with whom members of the Foundation's Council, the Board, or employees of the Foundation are married or are related by blood or marriage in a direct line, collateral blood relations or affinity up to the second degree, or are connected by adoption, guardianship, or curatorship, hereinafter referred to as "close persons".
- Using the assets for the benefit of members of the Foundation's Council, members of the Foundation's Board, or employees of the Foundation and their close persons on terms other than those applicable to third parties, unless such use is directly related to the performance of the Foundation's statutory tasks.
- Transferring the Foundation's assets to members of the Foundation's Council, members of the Foundation's Board, or employees of the Foundation and their close persons on terms other than those applicable to third parties, especially if the transfer is made free of charge or on preferential terms.
- The Foundation may not acquire goods or services on special terms from entities in which members of the Foundation's Board, members of the Foundation's Council, employees of the Foundation, and their close persons are involved.
§ 13
The Foundation may conduct economic activities both domestically and abroad to the extent that it serves the realization of its statutory objectives, exclusively for the purpose of obtaining financial resources for the conduct and development of its statutory activities. The income from economic activity is entirely allocated to the realization of statutory objectives.
§ 14
To achieve its statutory objectives, the Foundation conducts economic activities in the country and abroad based on the provisions of the Council of Ministers' regulation of December 1, 1985, on foundations conducting economic activities (Journal of Laws No. 57, item 293 of 1985).
§ 15
The Foundation may conduct activities, including those for the public benefit, in the areas included in the list of the Polish Classification of Activities:
- (PKD 01.50.Z) Mixed farming (combined crop and animal production).
- (PKD 18.12.Z) Other printing activities.
- (PKD 18.13.Z) Service activities related to printing preparation.
- (PKD 18.14.Z) Bookbinding and related services.
- (PKD 18.20.Z) Reproduction of recorded media.
- (PKD 23.32.Z) Manufacture of bricks, tiles, and construction products in baked clay.
- (PKD 23.49.Z) Manufacture of other ceramic products.
- (PKD 23.61.Z) Manufacture of concrete products for construction purposes.
- (PKD 23.62.Z) Manufacture of plaster products for construction purposes.
- (PKD 23.63.Z) Manufacture of cement products for construction purposes.
- (PKD 32.99.Z) Manufacture of other products not elsewhere classified.
- (PKD 39.00.Z) Remediation activities and other waste management services.
- (PKD 41.10.Z) Development of building projects.
- (PKD 41.20.Z) Construction of residential and non-residential buildings.
- (PKD 43.11.Z) Demolition and site preparation.
- (PKD 43.21.Z) Electrical installation.
- (PKD 43.22.Z) Plumbing, heat, and air-conditioning installation.
- (PKD 43.31.Z) Plastering.
- (PKD 43.32.Z) Joinery installation.
- (PKD 43.33.Z) Floor and wall covering.
- (PKD 43.34.Z) Painting and glazing.
- (PKD 43.39.Z) Other building completion and finishing.
- (PKD 43.91.Z) Roofing activities.
- (PKD 43.99.Z) Other specialised construction activities not elsewhere classified.
- (PKD 47.19.Z) Other retail sale in non-specialised stores.
- (PKD 47.61.Z) Retail sale of books in specialised stores.
- (PKD 47.62.Z) Retail sale of newspapers and stationery in specialised stores.
- (PKD 47.63.Z) Retail sale of music and video recordings in specialised stores.
- (PKD 47.89.Z) Retail sale of other goods in stalls and markets.
- (PKD 47.91.Z) Retail sale via mail order houses or via the Internet.
- (PKD 55.10.Z) Hotels and similar accommodation.
- (PKD 55.20.Z) Holiday and other short-stay accommodation.
- (PKD 55.30.Z) Camping grounds, recreational vehicle parks, and trailer parks.
- (PKD 55.90.Z) Other accommodation.
- (PKD 56.10.A) Restaurants and other permanent food service locations.
- (PKD 56.10.B) Mobile food service activities.
- (PKD 56.21.Z) Event catering and other food service activities.
- (PKD 56.29.Z) Other food service activities.
- (PKD 58.11.Z) Book publishing.
- (PKD 58.13.Z) Newspaper publishing.
- (PKD 58.14.Z) Publishing of journals and periodicals.
- (PKD 58.19.Z) Other publishing activities.
- (PKD 58.21.Z) Publishing of computer games.
- (PKD 58.29.Z) Publishing of other software.
- (PKD 59.11.Z) Motion picture, video, and television programme production activities.
- (PKD 63.12.Z) Web portals.
- (PKD 66.30.Z) Activities of investment funds.
- (PKD 68.10.Z) Buying and selling of own real estate.
- (PKD 68.20.Z) Renting and operating of own or leased real estate.
- (PKD 68.31.Z) Real estate agencies.
- (PKD 68.32.Z) Management of real estate on a fee or contract basis.
- (PKD 72.19.Z) Research and experimental development on natural sciences and engineering.
- (PKD 73.11.Z) Advertising agencies.
- (PKD 73.12.A) Selling advertising time and space in radio and television.
- (PKD 73.12.C) Selling advertising time and space in electronic media (Internet).
- (PKD 79.11.Z) Travel agency activities.
- (PKD 79.12.Z) Tour operator activities.
- (PKD 79.90.A) Tour guide activities.
- (PKD 79.90.B) Tourist information activities.
- (PKD 81.30.Z) Landscape service activities.
- (PKD 82.30.Z) Organisation of conventions and trade shows.
- (PKD 85.51.Z) Sports and recreation education.
- (PKD 85.52.Z) Cultural education.
- (PKD 85.59.B) Other education not elsewhere classified.
- (PKD 90.01.Z) Performing arts activities.
- (PKD 90.03.Z) Creative arts and entertainment activities.
- (PKD 90.04.Z) Operation of cultural facilities.
- (PKD 91.01.B) Archive activities.
- (PKD 91.02.Z) Museum activities.
- (PKD 91.03.Z) Operation of historical sites and buildings and similar visitor attractions.
- (PKD 91.04.Z) Operation of botanical and zoological gardens and nature reserve activities.
- (PKD 93.29.Z) Other amusement and recreation activities.
- (PKD 96.09.Z) Other service activities not elsewhere classified.
§ 16
In conducting its economic activities, the Foundation will comply with legal provisions concerning accounting, bookkeeping, reporting, and public law obligations.
§ 17
- The Foundation may conduct economic activities directly or through separate establishments on a self-financing basis, constituting organizational units of the Foundation and subject to its Board.
- Decisions on the establishment or liquidation of an establishment and the appointment and dismissal of its director (manager) may be taken by the Foundation's Board.
- The director (manager) of the establishment is the proxy of the Board, authorized to perform all activities related to the management of the establishment, the scope of which is determined and submitted for approval by the Board.
- The decision to commence economic activities in the areas listed in § 15 is made by the Board, which is responsible for this activity.
- The Board determines the principles of conducting economic activities by the Foundation.
- Before commencing economic activities in a given area, the Foundation will obtain the required permission, concession, or authorization, if required by law.
- The Board sets the scale of employment and the amount of funds allocated for the remuneration of employees of the respective establishments.
§ 18
Making declarations of intent concerning the Foundation's property rights and obligations requires the signature of two members of the Board, including the President or the President and a proxy acting within the limits of the authorization established by all members of the Board acting jointly.
§ 19
- The fiscal year is the calendar year.
- The annual report should be prepared by March 31 of the following year and approved by the Board.
§ 20
- The bodies of the Foundation are: the Board of Founders, the Foundation Council, the Foundation Board.
- Members of the Board of Founders and the Foundation Council do not receive remuneration for participating in the work of this body, but may receive reimbursement for justified, reasonable, and documented expenses related to this activity in justified cases.
- Members of the Board may receive remuneration if the Foundation Council, in agreement with the Board of Founders, passes a resolution on the granting and amount of remuneration.
- It is not allowed to combine the functions of a member of the Foundation Council and the Foundation Board.
- Members of the Foundation Council and members of the Board may not be related by blood or marriage, nor can they be subordinate to each other due to employment.
- All notifications about the dates of meetings or sessions of the Foundation's bodies, directed to the members of these bodies by registered mail with acknowledgment of receipt and by email.
- Members of the Foundation Council and members of the Board may not be convicted by a final judgment for an intentional crime.
BOARD OF FOUNDERS
§ 21
- The Board of Founders is the highest body of the Foundation.
- The Board of Founders consists of all the Founding Founders of the Foundation or persons authorized to represent them, as well as persons recommended by the members of the Board of Founders and appointed by a vote of the Board of Founders. Such recommendations concern persons meritorious for the Foundation.
- The Board of Founders may consist of any number of members.
- With the unanimous consent of the Board of Founders, a person indicated by one of the members of the Board of Founders as his successor in the Board of Founders may join, either in the event of death or resignation from work in the Board of Founders.
- The Board of Founders elects a Chairman from among its members.
- The Board of Founders may pass resolutions in writing or by using remote communication means such as email, fax. The minutes of the meeting conducted in this way are drawn up and signed by the Chairman, indicating the number of votes for, against, and abstentions, but only when all members of the Board of Founders consent to this form of voting.
- The Chairman of the Board of Founders convenes a meeting of the Board on his own initiative, as well as at the initiative of any member of the Foundation's bodies.
- Every member of the Foundation's bodies has the right to participate in the meeting of the Board of Founders unless the Board of Founders decides otherwise, however, such a person does not have the right to vote.
- Resolutions of the Board of Founders are passed by a simple majority of votes in the presence of at least 1/2 of the total number of members, unless the Founders decide otherwise before proceeding to vote on a given resolution. In the event of a tie in voting, the Chairman of the Board has the deciding vote.
- Each member of the Board of Founders has one vote.
- In particularly justified cases, the chairman may order a secret ballot.
- A secret ballot is also conducted at the request of at least 1/10 of the members of the Board of Founders.
- Adopting amendments to the Foundation's Statute with the consent of the Board of Founders, by a resolution passed by a majority of 1/2 of the votes in the presence of at least half of the board members. The amendment to the Statute may not concern the purposes of the Foundation.
- The Board of Founders is appointed by the Founders in the person of: Piotr Stanisław Handzel.
- The founder appoints the first Board of Founders in the composition: Chairman of the Board of Founders: Piotr Stanisław Handzel, Secretary of the Board of Founders: Anna Jadwiga Handzel
§ 22
The competencies of the Board of Founders include:
- Granting discharge to the members of the Foundation's bodies for the duties performed in the given fiscal year.
- Revoking and appointing the President of the Board, members of the Foundation Board, the Foundation Council, and other bodies of the Foundation.
- Amending the Foundation's Statute.
- Making decisions on the transformation, merger, or liquidation of the Foundation, as well as initiating its liquidation.
- Establishing branches, plants, or independent organizational units of the Foundation, as well as joining companies or other organizations and managing their shares, including their purchase and sale.
- Managing the Foundation's assets.
- Giving consent for the disposal or encumbrance of the Foundation's assets.
- Establishing the principles for granting subsidies and other forms of assistance from the Foundation's funds for statutory purposes.
- Determining the directions of the Foundation's activities.
- Approving the financial and substantive report on the Foundation's activities.
- Making decisions on the employment of Board members.
- Defining binding recommendations for the Board.
- The Board of Founders may, within a specified scope, delegate the decision-making on the forms, means, and amount of financial and material assistance provided within the scope consistent with the Foundation's objectives to the Board.
- Receiving declarations from candidates before their appointment as members of the Foundation Council, confirming that these individuals meet the requirements set.
- Considering other matters submitted for resolution to the Board of Founders by the other bodies of the Foundation.
FOUNDATION COUNCIL
§ 23
- The Foundation Council is appointed by the Board of Founders from among individuals with particular commitment to issues aligned with the Foundation's objectives.
- The members of the Foundation Council are the Founding Founders and other individuals and legal entities appointed by resolution of the Board of Founders, whose participation in the Foundation Council is recognized due to their contribution to the Foundation's assets or for other reasons as beneficial for the realization of the statutory objectives. Founders and local government units are exempt from the obligation to contribute financially.
- Membership in the Foundation Council ceases in the event of resignation, death, or the cessation of legal existence. Resignation is submitted in writing directly or by registered mail at the Foundation's headquarters, regional unit, or branch.
- The Board of Founders appoints and revokes members of the Foundation Council. The appointment or revocation of a Foundation Council member before the end of the term requires written form under penalty of nullity.
- The Board of Founders elects a Chairman from among the members of the Foundation Council. The Chairman of the Foundation Council directs the work of the Council, represents it externally, and convenes and presides over the meetings of the Foundation Council. In the absence of the Chairman of the Foundation Council, the meeting is presided over by a person chosen from among the members of the Foundation Council. The meeting of the Foundation Council may also be convened by the President of the Board at the request of at least 1/10 of the members.
- The Foundation Council consists of two to nine members appointed and revoked by the Board of Founders in secret ballots.
- Members of the Foundation Council are appointed for three years.
- If the appointment of a Foundation Council member occurs during the term of the Council, they are appointed for the period until the end of that term.
- The mandates of the Foundation Council members expire on the day of the meeting of the Board of Founders approving the financial report for the last fiscal year ending during their term.
- Members of the Foundation Council may be re-elected for subsequent terms.
- In performing its functions, the Foundation Council may use the opinions and assessments of specialists appointed for this purpose, and this provision does not affect the competencies of the Board of Founders and the Board regarding the incurrence of obligations.
- The Foundation Council may pass resolutions in writing or by using remote communication means such as email, fax. The minutes of the meeting conducted in this way are drawn up and signed by the Chairman or Vice-Chairman, indicating the number of votes for, against, and abstentions, but only when all members of the Foundation Council consent to this form of voting.
- Members of the Foundation Council may not simultaneously be members of the Foundation Board or be related to them by blood, marriage, or subordination due to employment.
- Resolutions of the Foundation Council are passed by a simple majority of votes in the presence of at least half of the total number of members, unless the members of the Foundation Council decide otherwise before proceeding to vote on a given resolution. In the event of a tie in voting, the Chairman of the Council's vote is decisive.
- Each member of the Foundation Council has one vote.
- The Chairman of the Foundation Council convenes meetings and does so promptly, no later than within 14 (fourteen) days, at the request of any member of the Foundation Council, as well as the Foundation Board and the Board of Founders. If the Chairman of the Foundation Council does not convene a meeting by the date mentioned above, any member of the Foundation Council is entitled to convene a meeting.
- Meetings of the Foundation Council are convened by email and simultaneously confirmed by registered mail sent 20 (twenty) days in advance, unless all members of the Foundation Council decide otherwise. Such notification should include the agenda and specify the place and date of the meeting. Any attachments to the agenda should be at least listed in the email and sent by registered mail confirming the convening of the meeting.
- Members of the Foundation Council pay their own travel, accommodation, and expenses related to participation in the meetings of the Foundation Council and are not entitled to any remuneration for this purpose. However, the Board of Founders may decide otherwise.
- Resolutions of the Foundation Council can be adopted if all members have been notified of the meeting.
- The Foundation Council works in meetings, which are held no less frequently than twice a year.
- To participate in the meetings of the Foundation Council, individuals and representatives of organizations whose activities are aligned with the Foundation's objectives may be invited. Such persons' participation in the meetings of the Council is advisory, without the right to vote.
- The Board of Founders, consisting of: Chairman - Piotr Stanisław Handzel, Secretary - Anna Jadwiga Handzel, unanimously appoints the first Foundation Council in the composition: Chairman of the Foundation Council: Piotr Stanisław Handzel, Secretary of the Foundation Council: Anna Jadwiga Handzel, Member of the Foundation Council: Elżbieta Chabowska
§ 24
- The Foundation Council is an organ with initiative, advisory powers, and exercises ongoing supervision over the Foundation's activities in all areas of its operation.
- The resolutions of the Foundation Council aim to ensure the proper realization of the Foundation's objectives and the Founders' will.
- The Foundation Council appoints auditors to assess the financial statements for their compliance with the books and documents, as well as with the actual state of affairs.
- To perform its duties, the Foundation Council may examine all Foundation documents, demand reports and explanations from the management and employees, and audit the Foundation's assets.
- Members of the Foundation Council may only exercise their rights and duties personally, while the Foundation Council may delegate the performance of specific tasks to individual members, as well as make use of expert assistance.
§ 25
The competencies of the Foundation Council include:
- Reviewing and approving financial reports for the given fiscal year of the Foundation's activities as well as the Board's reports on the activities conducted in the given fiscal year, and submitting an annual written report to the Board of Founders.
- Approving long-term action programs of the Foundation and supervising their proper implementation.
- Expressing opinions on matters submitted by the Board.
- Expressing opinions on matters submitted by the Board of Founders.
- Enacting the work regulations of the Foundation Council.
- Enacting the work regulations of the Board.
- Changing the types of economic activities.
- Controlling the work of the Board.
- Issuing binding instructions to the Board.
- Selecting the Foundation's Board, making changes to the Board's composition, where the validity and effectiveness of resolutions require approval by the Board of Founders unless the resolution was made at the request of the Board of Founders.
- Appointing a proxy to conclude contracts with members of the Foundation's Board, where the validity and effectiveness of resolutions require approval by the Board of Founders unless the resolution was made at the request of the Board of Founders.
- Approving the annual budget estimates of the Board and the Foundation's office.
- Establishing directional guidelines for the Board on how to allocate the collected funds.
- Establishing or joining commercial law companies or participating in foundations by the Foundation.
- Assessing the correctness of the Board's use of the Foundation's assets and financial resources.
- Approving the Work Regulations of the Foundation's Board proposed by the Board and its changes, as well as changes initiated by the Foundation Council itself.
- Giving consent for the Board of the Foundation to incur obligations exceeding the amount of 20,000 PLN (twenty thousand zlotys) at one time and a total of 100,000 PLN (one hundred thousand zlotys) within the fiscal year.
- Making resolutions in important property matters, including the disposal and acquisition as well as encumbrance of real estate, where the validity and effectiveness of resolutions require approval by the Board of Founders unless the resolution was made at the request of the Board of Founders.
FOUNDATION BOARD
§ 26
- The Foundation's Board conducts the current statutory activity and is responsible for the program implemented by the Foundation.
- The Board consists of one to three members.
- The number of Board members is determined by the Foundation Council, which also appoints and dismisses Board members by secret ballot.
- The first board is appointed by the founder in the persons of: President of the Board Sylwester Szumaczuk and Vice-President of the Board Grażyna Katarzyna Mędrzejewska.
- The mandates of the Board members expire on the day of the Founders' Council meeting approving the financial statement for the last full fiscal year of serving as a Board member. The election of the President of the Board shall be held no later than 3 months before the term of the outgoing Board expires.
- Membership in the Board ceases upon dismissal, resignation, or
- the death of a Board member.
- The Founders' Council, as well as the Foundation Council, may at any time dismiss an individual member or the entire Board.
- Board members are appointed for a joint term of office. The Board's term lasts 3 (three) years. It is permissible to appoint the same persons for subsequent terms of the Board.
- In the case of a single-member Board, the Board member represents the Foundation independently. If the Board is multi-member, the Foundation will be represented by one of the Board members acting independently, and for incurring obligations above the amount of 100,000.00 PLN, declarations of intent on behalf of the Foundation are made by two Board members.
- The President directs the work of the Board, and in his absence, a Board member designated by him. This does not exclude the possibility of dividing the types of cases between Board members, for which they will be personally responsible to the Foundation.
- The right of a Board member to represent the Foundation applies to all judicial and extrajudicial activities related to the conduct of its affairs, including the transfer or encumbrance of real estate with the consent of the Founders' Council.
- Members of the Foundation's Board have the right to participate and speak at the meetings of the Founders' Council and the Foundation Council without the right to vote unless the Founders' Council and the Foundation Council decide otherwise.
- The Board operates according to the regulations enacted by the Foundation Council.
- Board meetings are held as needed, but not less frequently than once a month.
- Board meetings are convened by the President of the Board on his own initiative or at the request of the Founders' Council or the Foundation Council or another Board member.
- All Board members must be notified of the Board meeting in the customary manner, no later than three days before the meeting date. In urgent situations, Board meetings may be held without observing these deadlines.
- The minutes of the Board meeting should be signed by all participating Board members. In case of refusal to sign the minutes, the President of the Board notes this in the minutes with the reason for refusal if it has been indicated. The above applies to resolutions adopted by the Board.
- The resolutions of the Foundation's Board are passed by a simple majority of votes in the presence of at least half of the total number of members, unless the Board members decide otherwise before voting on a given resolution. In the event of a tie in voting, the President of the Board's vote is decisive.
- The Board may appoint proxies to manage a separate sphere
- of affairs belonging to the Foundation's tasks.
- The President of the Board may order a resolution to be passed in writing or using remote communication means such as e-mail, fax. The minutes of the Board meeting conducted in writing are prepared and signed by the President of the Board. The minutes of the Board meeting conducted using remote communication means are prepared by the President of the Board and signed by each of the Board members at the nearest Board meetings they attend; in case of refusal to sign the minutes, the President of the Board notes this in the minutes with the reason for refusal if it has been indicated.
- By June 30th of each year, the Board submits to the Founders' Assembly a financial and substantive report on the Foundation's activities in the previous calendar year.
- To assess the initiatives undertaken by the Foundation, the Board may appoint consultants or their teams from among scientists or practitioners and commission them to prepare relevant studies.
§ 27
- Board members may be employed under a contract of employment.
- The remuneration of Board members is determined by a resolution of the Foundation Council.
- Employment contracts with Foundation employees are signed by the President of the Board. The Board is the employer for all employees within the meaning of the Labor Code provisions. Employment contracts with Board members are signed by the Chairman of the Foundation Council.
- Remuneration for the Board members and Foundation employees is paid out of the Foundation's funds.
- For Board members not employed by the Foundation under an employment contract, the Foundation Council may grant reimbursement of costs incurred in connection with their participation in the Board's work.
§ 28
The competencies of the Foundation's Board include:
- Directing the current activities of the Foundation and representing it externally.
- Managing the assets and funds of the Foundation.
- Determining the size of employment.
- Within the guidelines of the Foundation Council, establishing the principles of remuneration, the amount of funds for salaries and bonuses for Foundation employees and persons cooperating with the Foundation based on civil law contracts.
- Enacting annual and multi-year Foundation activity programs based on assumptions approved by the Foundation Council and Founders' Council.
- Implementing the Foundation's activity programs.
- Preparing the Foundation's annual financial statement required by accounting regulations and the annual report on the Foundation's activities in accordance with the Foundation Act and the Act on Public Benefit Activities, and then submitting them for consideration by the Foundation Council.
- Developing next year's annual budgets and action plans that foresee and consider the Foundation's investment policy and revenues obtained as a result of its conduct.
- Accepting donations, legacies, bequests, subsidies, and grants.
- Enacting regulations and internal acts not provided for in the Statute within the competence of the Founders' Council and the Foundation Council.
- Submitting proposals for changes to the Statute or the dissolution of the Foundation.
- The Board directs and conducts the statutory social, economic activities and manages the Foundation's assets.
- The Board is responsible for achieving the statutory goals of the Foundation and for the correctness and purposefulness (rationality) of the actions taken by the Foundation and the proper financing of the Foundation's statutory activities, including the appropriate placement of its assets, ensuring expected income and the durability of the Foundation's assets.
- It makes decisions on joining companies and foundations and makes decisions in all other matters not transferred to the competence of other bodies.
§ 29
- The Foundation is administered by - the Director of the Foundation.
- The Director of the Foundation is the President of the Board.
§ 30
- Decisions regarding the amendment of the Statute are made by the Founders' Council upon the proposal of the Foundation Council or the Board.
- The amendment of the statute cannot affect the purpose of the Foundation.
§ 31
- The Foundation shall be dissolved upon achieving the objectives for which it was established, or due to the exhaustion of financial resources and assets.
- Decisions on the dissolution of the Foundation, upon the occurrence of circumstances referred to in paragraph 1, are made by the Founder, who in such case appoints a liquidator or liquidators of the Foundation. The liquidators are members of the last Board or other persons appointed by the Founder.
- The dissolution of the Foundation commences on the date of the decision by the Founder. On the same day, the mandates of the Board members expire.
- The liquidator or liquidators are obliged to undertake all necessary legal and factual actions aimed at collecting the Foundation's receivables, fulfilling the Foundation's obligations, and liquidating its assets.
- After the completion of the dissolution, the liquidator or liquidators are obliged to submit to the Founder a written report on the day of the completion of the dissolution of the conducted liquidation and to file appropriate applications for the removal of the Foundation from the relevant registers, in accordance with the applicable legal regulations.
- If financial resources remain after the dissolution of the Foundation, they will be transferred for public benefit purposes to other, designated by the Founders' Assembly, public benefit organizations operating in the territory of the Republic of Poland or another European Union country.
- The dissolution of the Foundation is notified by the Foundation's Board to the competent minister for culture.
§ 32
- For effective realization of its goals, the Foundation may merge with another foundation, under conditions set by the interested parties, provided that as a result, there will be no change in the Foundation's objectives.
- The merger of the Foundation with another foundation requires the consent of the Founder.
- The Foundation shall be dissolved upon achieving the objectives for which it was established, or in the event of the exhaustion of its financial resources and assets and the lack of possibility of obtaining the financial resources necessary to achieve the objectives for which it was established or achieving the objectives for which it was established.
- The Foundation submits to the Minister responsible for culture and national heritage an annual report on its activities for the previous year.
- The Statute comes into force and is effective from the date of registration by the National Court Register.
- The Statute was adopted by the Founder on July 26, 2010.
- In matters not regulated by the Statute, the provisions of the Act of April 6, 1984, on foundations (Journal of Laws of 1991, No. 46, item 203, as amended) and other relevant legal provisions apply.
This Statute has been established by the Founder, in accordance with the conditions resulting from the provisions of the law and specified in the act of establishment of the Foundation, which is confirmed by the signature of the Founder under its content.
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