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General provisions §1 1. Anna Pasek Foundation, hereinafter referred to as the 'Foundation', established by Mrs Grażyna Pasek and Mr Marek Pasek, hereinafter referred to as the 'Founders', with notarial act drawn up by notary public Renata Ciastoń at the Notary Office in Będzin on ....... acts in compliance with the Polish Law and the herein statute. 2. The Foundation is apolitical and unrelated to any belief in particular. §2 The Foundation is a legal person. §3 The seat of the Foundation is the city of Będzin. §4 1. The Foundation shall operate on the territory of the Republic of Poland, and if within the necessary scope of realized aims, it reserves the right to operate outside the borders of the Republic of Poland. 2. The Foundation may, for the purposes of foreign cooperation, use the translation of the Foundation's name in the selected foreign languages. § 5 The Foundation reserves the right to establish badges and medals and grant them together with other prizes and awards to natural and legal persons distinguished to the Foundation. Purposes and Forms of Foundation Activity § 6 The objectives of the Foundation are as follows: 1. The promotion of geographic information systems (GIS) and remote sensing of the environment (and derived sciences) through the support of the talented youth. 2. Preventative, informative and promotional activity for the safe mountain exploration with the special emphasis put on high mountain and polar exploration. 3. Activity concerning promotion, publication and exhibition of the artistic outputs of the Foundation's Patron as well as supporting the youth concerned with similar artistic activity. §7 The Foundation realizes its statutory objectives by: 1. Granting talented youth with scholarships. 2. Educational and research activity concerning natural science and other disciplines, related to GIS systems, remote sensing and problems concerning high mountain and polar exploration. 3. Popularization of the practical usage of geographical knowledge. 4. Activity concerning lecture, conference and meeting organization in the Republic of Poland and abroad. 5. Organizational, training and technical support concerning safe mountain and polar exploration. 6. Organization and support of educational initiatives addressed to youth, concerned with experiencing and exploration of mountain and polar regions. 7. Financial help to people, who by their achievements contributed to development and popularization the actions concerning the development of geographic information systems and remote sensing and with experiencing and exploration of mountain and polar regions in the Republic of Poland and abroad. 8. Cooperation with local, government and European Union authorities, non-governmental organizations and legal persons within the scope of realized aims by the Foundation. 9. The organization of contests and photographical exhibitions concerning travel photography with the special emphasis put on mountain and polar subject matter. 10. Conducting publishing and media activity within the scope of realized aims by the Foundation. 11. Organizational and financial support of initiatives consistent with the aims of the Foundation. § 8 For own purposes, the Foundation may support the activity of other people and institutions with similar aims. Foundation's assets and income § 9 The Foundation assets comprises of foundation capital that amounts to PLN 50.000.00 (say: fifty thousands zlotys) and other properties acquired by the Foundation during the activity. § 10 The Foundation revenue may come, in particular, from: 1. Gifts, bequests, legacy. 2. Grants and subventions. 3. Incomes form collections and public events. 4. Income from interest, saving bonds, treasury bonds, bills of exchange, insurance policies and safe deposits. 5. Income from assets and real properties as well as property rights, in particular securities and other financial instruments available on the capital market, including stock exchange and units of investment funds in the Republic of Poland and abroad. § 11 1. Income from grants, subventions, gifts, bequests and legacy may be only used on the realization of the aims of the Foundation with respect to heirs' and donators' will. 2. The Foundation board submits all required by laws and regulation statement in the case of accepting gifts and bequests 3. In case of appointing the Foundation to inherit a bequest the management boars submits a declaration concerning acceptance of inheritance up to the level of net assets. 4. The Foundation shall not have the right to grant a loan or to provide security for liabilities with the current assets of the Foundation with respect to members of the Foundation Council, members of the Foundation Board, or Foundation employees as well as to persons related to the members of the Foundation Council, members of the Foundation Board, or Foundation employees by blood or marriage, directly or collaterally, down to a relation between the children of the siblings, or by adoption, custody or guardianship (referred to hereinafter as 'related persons') 5. The Foundation shall not have the right to transfer its current assets for the Foundation members or employees and their related persons, otherwise then on the general principles concerning the third parties, in particular when it concerns free of preferential transfer. The Foundation's authorities § 12 1. The Foundation's authorities include: a) The Foundation Council b) The Board of Directors Members of the council do not receive any remuneration on account of the participation in the work of the council, excluding reimbursement of the documented costs related to participation in the work of the council, including travel costs. The Foundation Council § 13 1. The Council of the Foundation is a decision making, verification and assessing body of the Foundation. 2. The Council of the Foundation comprises of three to six persons. 3. The members of the first composition of the Council are elected by the Founders. The new members are appointed by the council's decision in the place of persons who stopped to fulfil their function or if the council decides to expand its membership. 4. In justified situations the dismissal of the council member, and, as a consequence, deprivation of the membership in the council may be done by the resolution approved unanimously by the other members of the council. The founders cannot be deprived of the membership in the council on the same basis. 5. The membership in the council expires upon the written resignation form the membership or upon the death of the member. 6. The membership in the council and the functions of the management board, or the work relationship cannot be joined 7. On appointing a new member of the council, on his consent, due to his work in the Board of Directors or other relation to the Foundation - the membership of such person in the council becomes suspended, for the time of working in any related field of the council. 8. The Foundation Council appoints the Chairman of the Board. The Chairman of the Board is responsible for Council's tasks, represents it in its external relations as well as summons and chairs the meetings. § 14 1. The Foundation Council convenes in session at least once a year. 2. Chairman of the Board summons the Foundation Council on his own accord or on Board of Directors of Founders written petition. 3. The Foundation Council makes decisions in a form of a resolution - by a majority of votes; in case of an equal amount of votes the final decision belongs to the Chairman of the Board. Resolution of the Councils is not binding for the Foundation until its execution, unless the Chairman of the Board authorizes another Council member to execute the resolution. § 15 The Council jurisdiction includes: 1. Appoints and recalls the Chairman of the Board of Directors and the Members of the Board. 2. Makes decisions on employment of the Board Members and on their salaries. 3. Evaluates the work of the Board, accepts annual reports and balance sheets and votes on acceptance of accounts of the Members of the Board. 4. Controls current operations within the Foundation, including conducting matters of the Foundation that would be binding for the Executive Board. 5. Formulates main directions of the Foundation's activity. 6. Supervises of the operation of the Foundation. 7. Makes decisions, on the initiative of the Board of Directors, concerning merging with another Foundation or liquidation of the Foundation. § 16 The Foundation Council in order to execute its obligations has the right to: 1. Demanding form The Board of Directors presenting all documents concerning the activity of the Foundation. 2. Performing financial audit and financial control of the Foundation. The Board of Directors § 17 1. The Board of Directors comprises of ten persons appointed by the Foundation Council for a five-year term of office. 2. Member of the Board can serve more than one term in office. 3. The Foundation Council appoints the Chairman of the Board. 4. Any member or full composition of the Board of Directors may be recalled by the Foundation Council before the term by a resolution passed by the members of the council by the majority of votes pursuant to § 14 paragraph 3. § 18 1. The Board of Directors manages the Foundation's activities and represents it in its external relations. 2. Specifically, the Board of Directors: a. adopts annual activity plans of the Foundation as well as adopts annual financial plans, b. adopts rules and regulations, c. management of the Foundation's property, considering guidelines of the Foundation Council and act accordingly to the principle of the most effective usage of the property for the realization of the Foundation's aims. d. entering employment contracts and negotiating terms and conditions of employment for Foundation employees e. undertakes decisions in all matters not transferred to the other organs, f. accepts endowments, legacies and grants, subventions and gifts, g. Passing a resolution and approval concerning the statute change of the Foundation, initiative of the Board of Directors, concerning merging with another Foundation or liquidation of the Foundation 3. The Board makes it decisions during Board meetings in the form of resolutions which require a simple majority to pass, with at least six members present at the meeting of the Board. 4. All members of the board must be notified by the meeting. 5. The Board may appoint proxies in charge of managing specific areas of the Foundation's statutory business. 6. The Board is obligated to present, until September 30th, an Annual Report to the Foundation Council, and also on the resolution of the Council the Chairman or chief accountant will immediately make available all necessary information and documents concerning the activity of the Foundation. Representation § 19 1. Declarations of will on behalf of the Foundation, subject to paragraph 2, are made by two members of the Board acting jointly. 2. In matters concerning employment and concerning incurring liabilities up to the amount of triple base remuneration - declarations of will on behalf of the Foundation may be submitted single-person by the chairman of the Foundation. Changes to the Statute §22 Changes in the Statute are performed by the Council of the Foundation with the consent passed by simple majority of votes of the members of The Board of Directors. Changes in the Statute may consider the aims, for the realization of which the Foundation has been established. The aims have been defined in founding act, whereas any change must be supported on the voting by all members of the Foundation Council. Merging with another Foundation § 23 1. The Foundation may merge with another Foundation for more effective accomplishing its aims. 2. Merging with another Foundation cannot be possible, if because of which the aim of the Foundation may be considerably changed. § 24 In case of merging with another Foundation the Board of Directors is appropriate, whereas its decisions are passed through unanimous resolutions and they require to be approved by the council of the Foundation to be binding. Liquidation of the Foundation § 25 1. The Foundation undergoes liquidation in the case of exhaustion of the Foundation's property and financial assets. 2. Liquidation is conducted by a trustee (receiver) of the Foundation, who is appointed and recalls by the Council of the Founders. § 26 The Management Board makes decisions about the dissolution of the Foundation on unanimous resolutions, which require to be approved by the council of the Foundation to be binding § 27 If, upon the liquidation of the Foundation, there remain any financial assets, those assets will be placed at the disposal of other charitable organization, as designated by the Foundation Council, operating within the Republic of Poland and having charitable objectives similar to those of the Foundation. § 28 The statute comes into force on the day of the Foundation's registration. | ||
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