1. Meetings of the Council take place at least once per year.
2. The Council is gathered upon the initiative of the Chairman of the Council, or upon the motion of the Founder or the Chairman of the Board.
3. The Foundation’s Council undertakes decisions in the form of resolutions by majority of votes. In case the votes are spread evenly the vote of the Chairman of the Council is the deciding vote.
4. Meeting of the Council may be called in an extraordinary mode upon the motion of the Chairman of the Board, Chairman of the Council or at least 2 Members of the Council in order to consider issues of extraordinary character.
5. Chairman of The Council may deicide to undertake a Council decision by circulation in case the decision is required in a short period of time.
The Foundation does not carry out any commercial activity.
1. Resolution which terminates the Foundation on the basis of its statutory goals being accomplished, or its funds being exhausted, is undertaken by the Council by majority vote, with at least half of the general number of Members with voting rights present. At the same time the Council appoints the liquidator.
2. The decision that the funds remaining in possession of the Foundation are to be used to liquidate the Foundation is to be made by the Council, which will decide which statutory goals should be funded with the remaining assets.
Any matters not regulated by this statute are regulated by the laws included in the Act of Public Benefit and Voluntary Work of April 24, 2003.
1. The Council of the Foundation, hereinafter called the Council, includes representatives of the Founder.
2. The Council includes 3 or more members. The make-up of the Council is decided upon by the Founder. Appointment and recalled of a Council Member may result from the Founder’s decision or based on a unanimous decision of the Council.
3. Membership in the Council expires as result of;
a. a written resignation of the Member presented to the Chairman of the Council,
b. a Member of the Council being convicted of committing a crime with a legally-binding decision of the court,
c. the Council Member passing away,
d. the Council Member being recalled as per item 2.
1. The Council appoints a Council Chairman among its members,
2. The duration of service of a Council Member is set to be 5 years.
3. Competencies of the Council include:
a. supervise and control activities of the Foundation,
b. approve annual reports of the Board on the activities of the Foundation and granting vote of acceptance to the Board,
c. undertaking the decision for the Foundation to be terminated in accordance with §19,
d. undertaking the decision for the Foundation to be joined with another Foundation, under the condition, that the statutory goals of the Foundation will not change significantly, with a majority of votes and with at least half of the Council Members with voting rights present,
e. appointing and recalling Chairman of The Board.
1. The Management Board of the Foundation manages the activities of the Foundation and represents it before third parties.
2. The Management Board of the Foundation manages its operations and undertakes all necessary decisions, which are not reserved for other governing units of The Foundation.
3. The Chairman of the Management Board is entitled to solely provide statements on behalf of the Foundation. Other Members of the Board act on the basis of a Power of Attorney granted by the Chairman.
4. Management Board meetings take place when necessary, at least once every quarter, upon the request of the Chairman of the Board distributed via electronic mail among all the Members of the Board, and if there is no such possibility – via registered mail at least 3 days before the planned meeting.
5. Decisions of the Board are undertaken in the form of Management Board Resolutions by majority of votes, unless the statute states otherwise. In case of an even distribution of votes the Chairman’s vote is the deciding vote.
Competencies of the Management Board include:
a. managing current operations of the Foundation,
b. delivering statutory goals,
c. managing assets of the Foundation,
d. hiring employees and deciding on their pay,
e. applying to the Foundation’s Council for the statute to be amended,
f. applying to the Foundation’s Council for the Foundation to be terminated,
g. on March 31, filing an annual report on the Foundation’s activities to the Foundation’s Council.
GOVERNING UNITS OF THE FOUNDATION
1. Governing units of the Foundation include:
a. Management Board of the Foundation – the managing unit,
b. Council of the Foundation – the unit to supervise activities of the Foundation.
2. Rules regarding activities of the governing units of the Foundation other than those specified in the statute are defined by regulations for these governing units approved by the Council of the Foundation.
3. Members of the Council and the Management Board of the Foundation must hold a clear criminal record free of any convictions for deliberate crimes, also members of the Council of the Foundation may not be involved in the Management Board nor be in direct or secondary relation up to second degree to the members of the Management Board or be subordinate to them based on their employment.
1. The Management Board of the Foundation, hereinafter called the Board, includes the chairman and at least 2 Members of The Board.
2. The Chairman of the Board is appointed by the Council of the Foundation. The Chairman is appointed for an indefinite period of time, until he or she is recalled.
3. Remaining Members of the Board are appointed by the Chairman of The Board by agreement with the Chairman of the Council. Members of the Board are appointed for an indefinite period of time, until they are recalled.
4. The first Management Board is appointed by Andrzej Krzysztof Koźmiński, as the main Founder of The Foundation.
5. Membership of the Management Board expires as result of:
a. a written resignation delivered to the Council of the Foundation,
b. a Member of the Board being convicted of committing a crime with a legally-binding decision of the court,
c. the Board Member passing away,
d. the Board Member being recalled as per item 2 and 3 of this statute.
ASSETS OF THE FOUNDATION
1. Assets of the foundation include initial assets of 4 000 brought in by the Founder, and other founds gathered by the foundation.
2. Income of the foundation includes:
a. donations, bequests,
b. subsidies, grants,
c. interest on bank deposits and investment funds,
d. income from public fundraisers and public events,
e. income from the assets of the foundation.
3. The Management Board of the Foundation indicates how the assets of the Foundation will be accounted for and reported on.
4. Total income achieved by the Foundation is to be spent solely on statutory goals of the Foundation.
ACTIVITIES OF THE FOUNDATION FOR PUBLIC BENEFIT
1. The Foundation carries out its activities for public benefit in the area of public services defined in the Act on Public Benefit Activities and Volunteer Work towards the benefit of the general public as activity for public benefit. This form of activity is the sole statutory activity of The Foundation.
2. Statutory activity of the Foundation is carried out free of charge within the definition of the laws included in the Act on Public Benefit Activities and Volunteer Work.
1. The Foundation may not grant loans or make any of its assets collateral towards financial liabilities of members of its governing units, employees or any persons to whom its employees are married or related, or are in custody of hereinafter called “close ones”.
2. The foundation may not transfer its assets onto the members of its governing units or employees, or their close ones otherwise than it would be possible for third persons, especially if the transfer is conducted free of charge or upon preferential conditions.
3. The Foundation may not use its assets for the benefit of the members of its governing units, its employees or their close ones, unless it is a result of the statutory activity of the Foundation.
4. The Foundation may not make any purchases of services or products based on preferential conditions from entities, in which members of its governing units, its employees or their close ones are involved.
2. The Foundation delivers its statutory purpose through:
a. organizing cultural and educational events of local and superlocal character,
b. developing relations between representatives of different nationalities and cultures,
c. cooperation with other non-government organizations,
d. providing informative programs with the purpose of delivering statutory goals of the Foundation,
e. implementing and supporting scholarship programs,
f. cooperation on delivering programs and undertakings of academic, scientific research, educational and cultural units,
g. gathering funds and assets, as well as educating faculty for the purpose of delivering the statutory goals of the Foundation,
h. initiating and supporting research programs,
i. cooperation with schools and other universities,
j. initiating interdisciplinary activities, gathering artists and scientists for the purpose of delivering statutory goals of the Foundation,
k. involving the matters related to purposes of the Foundation in the network of international contacts,
l. organizing conferences, seminars, competitions, exhibitions and other events focused on specific issues, preparing and promoting non-for-profit publications – published in print and for multimedia – related to the statutory goals of the Foundation,
m. supporting social initiatives compliant with the ideas behind the Foundation,
n. undertaking other activities for the purpose of delivering statutory goals.
3. The Foundation reserves the right to introduce changes in items 1 and 2, upon the decision of the Council of the Foundation.
The Kozminskis’ Foundation hereinafter referred to as “The Foundation”, established by Andrzej Krzysztof Koźmiński, hereinafter referred to as “The Founder”, under the name of “Praska Fundacja Nauki i Kultury im. Leona Koźmińskiego” (Leon Koźmiński Praga Foundation of Science and Culture”), by means of a notary act drawn up on August 12, 2004 in the presence of Tomasz Bąbka, public notary of 7/9 Nowogrodzka st., Warsaw, who for the purpose of drawing up this act arrived in 59 Jagiellońska st., Warsaw.
The Foundation operates on the basis of the provisions of the Act On Foundations of April 6, 1984 (Legal Journal, no.21, item 97, with further amendments) as well as the provisions hereof.
1. The Foundation carries on its activities in the territory of the Republic of Poland.
2. The seat of the Foundation is the Capital City of Warsaw.
3. For the purpose of carrying out its social and economic tasks properly The Foundation may create subsidiaries and carry out its activities also outside of the Republic of Poland.
4. Duration of the Foundation is indefinite
1. The Purposes of the Foundation include:
a. promotion and support of local, national and international artistic and educational undertakings,
b. animating activities, which support the culture of the Polish language and promote reading,
c. undertaking activities towards protecting the Polish national heritage,
d. supporting talented youth,
e. undertaking activities towards providing access to cultural assets and education for the disabled,
f. supporting activities, which have the purpose of integrating students communities, including international students,
g. undertaking activities towards counteracting unemployment of high school and university alumni,
h. promoting global achievements in the fields of science and culture,
i. undertaking activities with the purpose of promoting non-public education,
j. undertaking activities with the purpose of utilizing EU funds designated to the development of science,
k. supporting activities towards the development of professional education and continuing education.
The Foundation may join other foundations and form partnerships to carry out its statutory activities.
The Foundation shall be supervised by the Minister of Science and Higher Education.
Any legal entity or person, who donates funds or assets to the Foundation may define the purpose of their donation, for which they have to obtain approval of the Management Board of the Foundation.