Status of foundation

STATUTE

SAUL’S GENERATION FOUNDATION 

CHAPTER I. GENERAL PROVISIONS 

1.  Name of the Foundation. Founder 

Saul’s Generation Foundation (“the Foundation“) was established by Justyna Kołaczek (“the Founder“) on the basis of the Founder’s statement about the establishment of the Foundation. 

2. Applicable provisions 

The Foundations operates in accordance with Polish law, in particular the Act on Foundations of April 6th, 1984 (as amended) and the Statute of the Foundations (“the Statute“).

3 . Legal personality 

The Foundation shall have legal personality. 

4. Duration

The Foundation is established for an unlimited period of time. 

5. Registered office 

The registered office of the Foundation is Łowicz.

6. Area of operation 

The Foundation shall operate on the territory of the Republic of Poland. The Foundation may conduct its statutory operation outside the borders of the Republic of Poland. 

7. Supervision 

The Foundation shall be under the supervision of the Minister responsible for culture and national heritage. 

CHAPTER II. OBJECTIVE OF THE FOUNDATION 

8. Objective 

The objectives of the Foundation are: 

  1. promoting knowledge about the history and activities of Saul Dreier and nurturing his heritage,
  2. spreading the idea of peace in the world,
  3. promoting the national culture and memory,
  4. connecting generations, activating the elderly and the youth,
  5. promoting the historical memory among the students,
  6. maintaining the physical health of the elderly,
  7. taking care of the psychological comfort of the elderly and those in need,
  8. organizing trips to memorial sites for people from the country and abroad, 
  9. helping people of Polish origin who live abroad in finding and strengthening ties with Poland.

The activities of the Foundation are not profit-oriented (non-profit organization). 

9. Measures to realize the objective 

  1. The Foundation shall realize its objective by: 
    1. collecting the financial and other material resources for the purpose of the realization of the Foundation’s objective; 
    2. promoting the objectives of the Foundation in other ways; and  
    3. financially or materially supporting natural or legal persons who contribute to the realization of the Foundation’s objective. 
  2. If any actions taken to realize the Foundation’s objective require obtaining a license or authorization, the Foundation shall take such actions only after the appropriate license or authorization has been obtained. 
  3. For the purpose of the realization of the objective, the Foundation may join other organizations operating in Poland and abroad. 

CHAPTER III. THE FOUNDING FUND. ASSETS 

10. The founding fund. Assets 

  1. With the establishment of the Foundation, the Founder contributes to its Founding Fund (“the Founding Fund“).
  2. The Founding Fund amounts to PLN 5,000.00 (in words: five thousand zlotys) in cash. 
  3. In the course of its operation, the Foundation may raise other funds and assets (“Assets“). 
  4. The Foundation may acquire Assets, in particular through donations, inheritance, testamentary bequests or other forms of financing, including public aid, and, in the case of economic activity conducted by the Foundation, also the profit from the economic activity. 
  5. If the Foundation undertakes the conduct of economic activity under the provisions of this Statute, in accordance with Article 5 of the Act on Foundations of April 6, 1984 (as amended), the Foundation shall allocate to its economic activity the funds in amount of …………………………. PLN (in words: ………………………………….. zlotys).

 11. The use of the Founding Fund and the Assets 

The Founding Fund and the Assets of the Foundation shall be used for: 

  1. financing of the activities aimed at the realization of the Foundation’s objective; and 
  2. coverage of the expenses related to the activities and operation of the Foundation. 

CHAPTER IV. THE FOUNDATION BODIES

12 . Council and Board 

  1. The bodies of the Foundation are: 
    1. The Foundation Council (“the Foundation Council“); 
    2. The Foundation Board (“the Board“). 
  2. The Foundation Council determines the methods and measures to realize the Foundation’s objective, supervises its operation and gives consent to certain actions of the Board. 
  3. The Board is responsible for the management of the Foundation’s affairs and represents the Foundation in legal activities, in particular contracts, agreements and disputes.
  4. The members of the Board and the Foundation Council may be remunerated for the performance of their duties. The members of the Board and the Foundation Council may be employed by the Foundation. The amount of remuneration of the members of the Board and the Foundation Council shall be determined by the Foundation Council in the form of a resolution.
  5. In the agreements between member of the Board and the Foundation, the Foundation is represented by a member of the Foundation Council.

 

CHAPTER V. FOUNDATION COUNCIL 

13. Organization of the Foundation Council 

  1. Members of the Foundation Council shall be appointed and dismissed by the Founder by means of a written declaration. 
  2. The Foundation Council shall consist of one or more members. 
  3. Members of the Foundation Council shall be appointed for and indefinite term (until their dismissal). 
  4. Members of the Foundation Council may be appointed for the successive terms. 
  5. The Founder shall appoint subsequent members of the Foundation Council in number at her discretion. 
  6. Citizens of the Republic of Poland and citizens of other countries may be appointed to the Foundation Council. 
  7. A member of the Foundation Council may resign from office by means of a written declaration made to the Foundation. 
  8. The Foundation Council may, by means of a resolution, adopt the rules of procedure of the Foundation Council, in which the principles of functioning of the Foundation Council will be regulated in detail. 
  9. The Foundation Council shall appoint from among its members the president of the Foundation Council (“the President“). 
  10. The President shall manage the Foundation Council, and, in particular, convene the meetings of the Foundation Council and propose its agenda, chair the meetings of the Foundation Council, as well as sign the minutes of the Foundation Council’s meetings together with the adopted resolutions. 
  11. The Foundation Council may appoint from among its members one or more Vice-Presidents (each individually referred to as “the Vice-President“). 
  12. In the event of the absence of the President or his incapacity to perform his duties, or when the President has temporarily delegated his powers to the Vice-President, the Vice-President shall perform the duties and powers of the President. 
  13. The Foundation Council shall appoint form among its member or from outside one or more secretaries of the Foundation Council (each individually referred to as “the Secretary“). 
  14. The Secretary shall perform the tasks assigned to him by the President and, in particular, organize the work of the Foundation Council, contact the members of the Foundation Council and draw up the minutes of the Foundation Council’s meetings. 
  15. The Foundation Council may appoint from among its members committees of the Foundation Council (“Foundation Council’s Committees“) and delegate certain functions or tasks to those Foundation Council’s Committees. In particular, the Foundation Council may delegate to the Foundation Council’s Committees the responsibility for certain projects or other aspects of the Foundation’s activities or the supervision of certain projects or other aspects of the Foundation’s activities. 

14. Works of the Foundation Council 

  1. The Foundation Council shall hold Foundation Council’s ordinary meeting once a year. 
  2. The agenda of the Foundation Council’s ordinary meeting shall include at least: 
    1. approval of the Board’s annual report on the activities of the Foundation; 
    2. granting a discharge to the Board members for their activities in the previous fiscal year; 
    3. approval of the Foundation’s annual accounts. 
  3. The Foundation Council shall approve the Foundation’s annual accounts, the Board’s annual report on the activities of the Foundation and grant discharge to the Board members within six months of the end of each fiscal year. 
  4. The Foundation Council may, if necessary, hold extraordinary meetings of the Foundation Council.
  5. The President (or the Vice-President substituting the President) shall convene the meeting of the Foundation Council by means of the certified letters or e-mail (if the members of the Foundation Council have agreed upon receiving invitations to the meetings of the Foundation Council by e-mail). Invitations shall be sent out to all the members of the Foundation Council two weeks prior to the date of the meeting. Invitations shall also include the proposed agenda of the meeting of the Foundation Council. 
  6. The President (or the Vice-President substituting the President) shall convene an extraordinary meeting of the Foundation Council at the request of at least two members of the Foundation Council. 
  7. A meeting of the Foundation Council may be held without a formal convening if all its members are present and none of them has objected to the holding of the meeting or the proposed agenda. 
  8. The meeting of the Foundation Council may be held at the registered office of the Foundation, in any other place on the territory of the Republic of Poland or outside the borders of the Republic of Poland.
  9. Meetings of Foundation Council may also be held remotely using means of direct long distance communication (videoconferencing, teleconferencing). In such event, the meeting shall be deemed to have taken place at the registered office of the Foundation. 
  10. After the end of the meeting of the Foundation Council, the Secretary shall prepare the minutes of the meeting, which will then be signed by the President (or the Vice-President substituting the President). An attendance list shall be attached to the minutes of the meeting of the Foundation Council. 

15. Resolutions of the Foundation Council 

  1. Resolutions of the Foundation Council shall be adopted by an absolute majority of votes. In the event of tie (an equal number of votes for and against), the vote of the President (or the Vice-President substituting the President) shall be decisive.
  2. The members of the Foundation Council may authorize in writing another member of the Foundation Council to vote on their behalf at the meeting of the Foundation Council. 
  3. Resolutions of the Foundation Council may be adopted in writing or by means of direct long distance communication. The resolution is valid when all members of the Foundation Council have been notified of the content of the draft resolution.

16. Reserved Matters 

  1. In addition to matters separately specified in the Statute, the Foundation’s activities with regard to reserved matters require the prior approval of the Foundation Council, granted in the form of a resolution. 
  2. The following cases are considered “Reserved Matters“: 
    1. commitment of liabilities of value exceeding PLN 100,000 (regarding a single transaction or series of similar transactions over a period of one year);
    2. applying for status of Public Benefit Organization; 
    3. selection of the Foundation’s auditor (if the appointment of the Foundation’s auditor is required by law); 
    4. encumbrance of the Foundation’s estate or Assets; 
    5. the acquisition or disposal by the Foundation of real estate or encumbrance of the Foundation’s real estate, as well as the establishment of any rights in property (e.g. easement) on the Foundation’s real estate; 
    6. conclusion of a loan, credit or similar financing agreement, establishment by the Foundation of any security for the repayment of a debt, provision of a guarantee for the repayment of a debt or conclusion of a contract of surety, repayment or assumption by the Foundation of any third party’s debt or assumption of a civil law responsibility for third parties; 
    7. applying for or accepting any public aid. 

CHAPTER VI. THE BOARD 

17. Organization of the Board 

  1. The Board shall be composed of at least one member. 
  2. The first Board was appointed by the Founder at the establishment of the Foundation. 
  3. The members of the Board shall be appointed for an indefinite term (until their dismissal) by the Founder.  
  4. Members of the Board may be appointed for successive terms. 
  5. Citizens of the Republic of Poland and citizens of other countries may be appointed to the Board. 
  6. Members of the Foundation Council may not be appointed to the Board. 
  7. The Chairman shall manage the operation of the Board. In the event of the Chairman’s absence or incapacity to perform his duties, or when the Chairman has temporarily delegated his powers to the Vice-Chairman, the Vice-Chairman shall perform the duties and powers of the Chairman.  
  8. In case of the single-member Board, the sole member of the Board shall automatically act as the Chairman.  

18. The Board 

  1. The Board shall conduct the affairs of the Foundation and represent the Foundation. 
  2. Affairs beyond the scope of the ordinary Board require a prior decision of the Board taken in the form of a resolution.
  3. The Board decides on the Foundation’s economic activity. 
  4. The Chairman shall convene a Board meeting by means of e-mail or telephone. Invitations shall be sent to all Board members two days prior to the date of the meeting. 
  5. The Chairman shall also convene a Board meeting at request of any of the Board members. 
  6. A Board meeting may be held without a formal convening if all its members are present. 
  7. Board meetings may be held at the registered office of the Foundation, in any other place on the territory of the Republic of Poland or outside the borders of the Republic of Poland. 
  8. Board meetings may also be held remotely using means of direct long distance communication (videoconferencing, teleconferencing). In such event, the meeting shall be deemed to have taken place at the registered office of the Foundation. 
  9. At the end of the board meeting, the Chairman (or Vice-Chairman substituting the Chairman) shall prepare and sign the minutes of the meeting. An attendance list shall be attached to the minutes of the Board meeting.

 19. Resolutions of the Board 

Resolutions of the Board shall be adopted by a simple majority of votes. In the event of a tie (an equal numbers of the votes for and against), the vote of the Chairman (or the Vice-Chairman substituting the Chairman) shall be decisive. 

20 . Representation 

Each member of the Board shall be entitled to represent the Foundation independently. 

CHAPTER VII. ECONOMIC ACTIVITY

21.  Rules on the conduct of economic activity 

  1. The Foundation may conduct economic activity. 
  2. The Foundation shall conduct its economic activities in accordance with the law, in particular with the provisions of Polish law. 
  3. If undertaking of an economic activity by the Foundation requires obtaining a license or authorization, the Foundation shall undertake such activity only after the appropriate license or authorization has been obtained. 
  4. The profit earned by the Foundation from its economic activity may be used only for the purpose of realization of the Foundation’s objective and in accordance with the principles of the Statute. 
  5. The Foundation may hire employees, as well as involve other persons on the basis of civil law contracts or as entrepreneurs. 
  6. The Foundation may conduct economic activity on the territory of the Republic of Poland and abroad. 

CHAPTER VIII. AMENDMENT TO THE STATUTE

22. Amendment to the Statute

  1. The Statute of the Foundation may be amended. 
  2. The amendment of the Foundation’s Statute may affect all its provisions, including those relating to the objective of the Foundation. 
  3. Amendment of the Foundation’s Statute requires a decision of the Board taken in the form of a resolution. In order to be effective, the resolution of the Board on the subject of amending the Statute requires a written consent of the Founder. 

CHAPTER IX. FINANCIAL AFFAIRS 

23 . Accounting. Fiscal year  

  1. The Foundation shall maintain its accounts in accordance with Polish law and, in particular, the requirements of the Accounting Act of September 29, 1994 shall apply accordingly. 
  2. The Board shall adopt the Foundation’s accounting principles in accordance with the requirements of the Accounting Act of September 29, 1994 (as amended), in particular in accordance with Article 4 of the Accounting Act of September 29, 1994.
  3. The Foundation’s fiscal year shall be the calendar year. 
  1. At the end of each fiscal year, the Board shall prepare the annual report on the Foundation’s activity and the annual accounts of the Foundation. 
  2. The Board shall submit an annual report on the Foundation’s activity and an annual accounts to the Foundation Council and to the Founder. 
  3. The Board may allocate the Foundation’s annual profit only and exclusively for the purposes related to the realization of the Foundation’s objective. 
  4. The annual report on Foundation’s activity and the annual accounts of the Foundation shall be examined and submitted to the public authorities in the situations provided for by law, in particular where the Accounting Act of September 29, 1994 (as amended) shall apply accordingly. 

CHAPTER X. FINAL PROVISIONS

24. Transitional period 

The Founder shall exercise the powers of the Foundation Board until the appointment of any of its members. In such case, the Founder shall exercise the title of the President and shall hold all the rights of the President as determined in this Statute. 

25. Liquidation 

  1. The Foundation is subject to liquidation in situations provided for by law. 
  2. The Foundation Council shall be authorized to adopt a resolution on the dissolution of the Foundation. In order to be effective, the resolution of the Foundation Council on the dissolution of the Foundation requires a written consent of the Founder. In such case, the Foundation is subject to liquidation.
  3. In the course of liquidation of the Foundation, in matters not regulated by law or this Statute, the provisions of the Act on Commercial Companies Code of September 15, 2000 (as amended) shall apply accordingly. 
  4. The liquidators of the Foundation are the members of the Board. The Foundation Council may: (i) appoint additional liquidators or (ii) dismiss one or more liquidators and appoint new liquidators. 
  5. Upon completion of the liquidation, the liquidators of the Foundation shall submit a motion to remove the Foundation from the register. The Foundation shall cease to exist once it is removed from the register.