CHARTER
GENERAL
§ 1
The Foundation called the Kazimierz Pułaski Foundation, hereinafter the Foundation, was established by Zbigniew Pisarski, Katarzyna Pisarska, Radosław Ciszewski hereinafter referred to as the founders, by the notary deed made on 10.09.2004 at the Notary Office in Łódź, ul. Narutowicza 53, has existed and proceeded in accordance with the provisions of the Polish law and this Charter.
§ 2
The Foundation has its seat in Warsaw.
§ 3
1. The Foundation shall operate within the Republic of Poland. For proper discharge of its social and business purposes, it may also operate outside the border of the Republic of Poland.
2. The Foundation may use its name translated into certain foreign language for the purpose of foreign relationships.
§ 4
The Foundation has legal personality.
§ 5
The duration of the Foundation shall be unlimited.
§ 6
The Foundation does not have any political agenda or religious affiliation.
§ 7
The Foundation shall use its oval stamp with the inscription of its name and seat inside the rim, as well as stamps with the Foundation identification details.
§ 8
The Foundation may create badges and honorary medals and award them alongside other rewards and mentions, to individuals and legal persons who merit the Foundation’s reward.
FOUNDATION’S PURPOSES AND MODUS OPERANDI
§ 9
The Foundation’s purpose shall be to:
a) Inform, promote and educate people in matters of civic awareness and democratic values;
b) Further international cooperation;
c) Develop international relations; and
d) Develop cultural, social and political cooperation between nations and states.
§ 10
1. The Foundation shall pursue its purposes by means of:
a) Initiation and support of research programmes intended to spread knowledge in the field of social, economic and political developments, regarding education, culture, environmental protection, protection of health and social welfare;
b) Initiation and support of programmes and projects undertaken by units the pursue scientific, scientific and technical, educational, cultural (including physical culture and sports), environmental protection, charitable, health protection and social welfare activities as well as occupational and social rehabilitation of the disabled;
c) Initiation and support of international liaisons in order to open cooperation for the promotion of democracy, market, science, culture, arts and education, and for exchange of information;
d) Initiation and support of training programmes for specialists from a variety of fields for the emerging and developing market, democracy and local government institutions;
e) Initiation and support of information programmes with the purpose of sharing knowledge about market mechanisms, democratic institutions, civic rights and the promotion of civic awareness and the economic self-sufficiency and initiative;
f) Collaboration with central and local government authorities and non-governmental institutions in activities listed as the purposes of the Foundation’s activity;
g) Organisation and coordination of pilot research programmes and work of expert groups;
h) Support and organisation of thematic courses, training, seminars and workshops;
i) Carrying systematic educational classes in the form of studies;
j) Support and pursuance of research activities;
k) Organisation of lectures, seminars and conferences with the purpose of spreading knowledge and accumulation of data and information relevant to the activities of the Foundation;
l) Support to social initiatives that coincide with the Foundation’s purposes;
m) Advisory services for citizens in the form of independent services to support the self-sufficiency of citizens;
n) Activities for the benefit of socially-excluded groups;
o) Organisation and financing of research regarding the creation and application of the law;
p) Development of the own scholarship programme for young scientists, specialists and social and political activists; and
q) Cooperation with individuals, national and foreign institutions whose activities coincide with the areas of the Foundation’s activities.
2. In addition to the realisation of projects initiated by it, the Foundation shall also work jointly with other institutions, organisations and individuals in order to achieve their common purposes. This cooperation may be in the form of organisational support, partial of full funding of a project or assistance in raising necessary funds from outer sources.
3. No output of the Foundation’s effort shall be construed as an attempt to subrogate any state institutions in fulfilment of their mandatory duties.
§ 11
For attainment of its purposes, the Foundation may support the activities of other individuals and institutions whose purpose coincide with its own ones.
FOUNDATION’S ASSETS AND PROCEEDS
§ 12
The Foundation’s assets shall comprise its initial endowment of PLN 3,000 (three thousand); the founders shall allocate PLN 1,000 (one thousand) for commencement of its business activity. The Foundation’s assets shall also include other property acquired by the Foundation in the course of its activities.
§ 13
The Foundation may derive its proceeds, without limitation, from:
1. Its initial endowment and donations given by the Founders;
2. Donations, succession and legacies;
3. Grants and subventions from legal persons;
4. Proceeds from collections and public events;
5. Proceeds from assets, real estate and property rights of the Foundation;
6. Proceeds from the Foundation’s assets;
7. Proceeds from the Foundation’s stakes held in companies; and
8. Proceeds from the business activity carried by the Foundation.
§ 14
1. Proceeds derived from grants, subventions, donations, succession and legacies may be applied towards the pursuance of the Foundation’s purpose solely with the respect of the will of heirs or grantors.
2. In matters regarding the acceptance of donations and succession, the Managing Board of the Foundation shall make relevant declarations.
3. When this Foundation is to inherit, its Managing Board shall make the declaration of accepting the estate up to the level of net assets.
§ 15
The Foundation may engage in business activities solely in the following areas:
1. Business and other management consultancy activities (PKD 74.14.A);
2. Out-of-school forms of education, not elsewhere classified (PKD 80.42.Z);
3. Research and development activities on social sciences and humanities (PKD 70.20.I);
4. Software activities (PKD 72.20.Z);
5. Data processing (PKD 72.30.Z);
6. Data base activities (PKD 72.40.Z);
7. Market research and public opinion polling (PKD 74.13.Z);
8. Technical research and analyses (PKD 74.30.Z):
9. Other service activities, not elsewhere classified (PKD 93.05.Z);
10. Other commercial activities, not elsewhere classified (PKD 74.84.B).
AUTHORITIES OF THE FOUNDATION
§ 16
1. The authorities of the Foundation shall be:
a) Foundation Council; and
b) Managing Board of the Foundation.
2. Members of the Foundation Council shall not be remunerated for serving in that capacity, except for reimbursement of documented expenses relating to the participation in work of that authority, including travel expenses.
Foundation Council
§ 17
1. The Foundation Council shall be the decision making, control and opinion making body of the Foundation.
2. The Foundation Council shall consist of three to six members.
3. The Founder become members of the Foundation Council by virtue of this Charter.
4. Members of the Council shall be appointed and removed by the Founders based on their decision.
5. Membership of the Foundation Council shall cease upon removal by decision of the Founders, upon written resignation by a member, or upon death of the Council’s member.
6. Members of the Foundation Council cannot serve on the Managing Board of the Foundation or be employed by the Foundation.
7. If a member of the Foundation Council is appointed to the Managing Board of the Foundation, and accepts the appointment, or if a member of the Foundation Council becomes employed by the Foundation, such a person shall suspend his or her membership in the Foundation Council for the term of office or employment, as appropriate.
8. The Council shall select the Chairperson of the Council out of its midst. The Chairperson of the Council shall manage the work of the Council and represent it outside, and shall convene and chair meetings of the Council.
§ 18
1. The Foundation Council shall meet at least once a year.
2. The [meeting] of the Foundation Council shall be convened by the Chairperson of the Foundation, at his or her own initiative or upon a written motion of the Managing Board or the Founders.
3. The Foundation Council shall adopt decisions in the form of resolutions, by the simple majority of votes; in case of a tie vote, the Chairperson shall have the casting vote.
§ 19
The responsibilities of the Council shall include, without limitation:
1. Appointment and removal of the President and members of the Managing Board;
2. Decisions to employ members of the Managing Board, and fixing their remuneration;
3. Assessment of the Managing Board’s work, acceptance of annual reports or balance sheet, and discharging the members of the Managing Board from fulfilment of their duties;
4. Control over the daily business of the Foundation’s Managing Board;
5. Setting out the main directions of the Foundation’s activities;
6. Overseeing the activities of the Foundation; and
7. Decision, upon a motion of the Foundation’s Managing Board, to merge with another Foundation, or to wind up the Foundation.
§ 20
The Foundation Council shall be entitled to do the following in pursuance of its responsibilities:
1. Request submission of all documents concerning the activities of the Foundation from the Managing Board of the Foundation; and
2. Carry out audits of the assets and financial audits of the Foundation.
Managing Board of the Foundation
§ 21
1. The Managing Board of the Foundation shall consist of maximum three persons to be appointed by the Foundation Council for indefinite term of office.
2. The Foundation Council shall appoint the President of the Managing Board who may use the title of “Director General of the Foundation”.
3. The Managing Board of the Foundation as a whole or its individual members may be removed by the Foundation Council by way of a resolution to be passed unanimously by all members of the Council.
§ 22
1. The Managing Board shall manage the activities of the Foundation and represent it outside.
2. The responsibilities of the Managing Board shall include, without limitation:
a) Adoption of annual action plans of the Foundation and its financial plans;
b) Adoption of the rules of procedure;
c) Management over the assets of the Foundation;
d) Determining the level of employment and funds allocated for remuneration of the Foundation’s staff;
e) Decision on all matters that are nor reserved for other authorities;
f) Acceptance of donations, succession, legacies, subventions and grants; and
g) Submission of a proposal and approval of amendments to the Charter of the Foundation, its merger with another foundation, or winding up of the Foundation.
3. The Managing Board shall make its decisions at meetings in the form of resolutions, by the simple majority of votes of its members who are present at the meeting of the Managing Board.
4. All members of the Managing Board must be notified of each meeting.
5. The Managing Board may appoint agents to manage a carved-out sphere of affairs within the tasks of the Foundation.
6. The Managing Board must submit to the Foundation Council, by 30th September, its Annual Report on the activities of the Foundation.
Manner of Representation
§ 23
The members of the Managing Board shall individually make declarations of intent for and on behalf of the Foundation.
AMENDMENTS TO THIS CHARTER
§ 24
Any amendments to the Charter of the Foundation shall be made by the Foundation Council. No amendments to the Charter may affect the purpose for which the Foundation has been established as defined in its founding deed.
MERGER WITH ANOTHER FOUNDATION
§ 25
1. The Foundation may merge with another foundation to facilitate the attainment of its purposes.
2. There shall be no merger with another foundation if that could significantly alter the purpose of the Foundation.
§ 26
The Managing Board shall be competent to handle any matters of merger with another foundation, provided that its decisions must be made unanimously in a resolution and must be approved by the Foundation Council in order to be valid.
WINDING UP OF THE FOUNDATION
§ 27
1. The Foundation shall be wound upon the achievement of the aims for which it was created or when it runs out of all funds and assets.
2. The liquidators of the Foundation shall be appointed and removed by the Foundation Council.
§ 28
A decision to wind up shall be made by the Managing Board of the Foundation unanimously in a resolution and must be approved by the Foundation Council in order to produce legal effects.
§ 29
Any funds and assets remaining after the Foundation has been wound up may allocated, by resolution of the Foundation Council, for foundations operating within Poland and having similar purposes.