STATUTE OF THE FOUNDATION

3. The Foundation is an apolitical organization and its goals and activities shall not be dependent on any political influence. The statutory objectives of the Foundation shall be carried out in a manner that excludes discrimination based on worldview or political, national, ethnic, or religious affiliation.

4. The Foundation is an organization independent of any political parties, organizations and associations, religious groups and unions, as well as any state authorities and institutions (except for the relevant supervisory authorities in accordance with the laws of the Republic of Poland).

 

 

§ 5

1. The Foundation pursues its objectives through:

a. organizing conferences, workshops, symposiums, trainings, debates, author meetings, seminars, and all other forms of cultural interaction aimed at promoting cultural and intercultural dialogue contributing to the exchange of ideas on contemporary art, culture, and philosophy;

b. organizing (individual and group) contemporary art exhibitions of Polish and foreign artists;

c. publishing scholarly and artistic works that will be the result of exhibitions and conferences organized, research and analysis conducted, including research on the work of artists involved in the creation of socio-political art;

d. supporting the activity of contemporary artists, including organizing assistance in raising funds for artistic activity;

e. conducting information and publishing activities regarding the ideas and goals of the Foundation;

f. creating a collection of contemporary artworks;

g. shaping public attitudes and opinions;

h. providing grants, subsidies, subventions, and donations to domestic or foreign natural or legal persons for the implementation of their activities consistent with the objectives of the Foundation;

i. protecting cultural heritage.

2. To achieve its goals, the Foundation cooperates with:

a. other cultural institutions and nonprofit organizations, both local and international, to promote contemporary art and create a network of support for artists, writers, and filmmakers;

b. Polish, foreign, and international public bodies and institutions: state and local governments, as well as private institutions, entrepreneurs and organizations; 

c. museums, galleries, schools, and other institutions in achieving the objectives of the Foundation;

d. business entities as well as social and local government organizations.

3. To achieve its objectives, the Foundation may commission other specialized entities to carry out specific tasks of the Foundation.

4. To achieve its objectives, the Foundation may support the activity of other entities and institutions convergent with its objectives.

 

§ 6

1. The Foundation carries out public benefit activities for the benefit of the society at large.

2. Wszelkie dochody Fundacji, jak również nadwyżka przychodów nad kosztami przeznaczane są na działalność pożytku publicznego.

 

§ 7

The Foundation may establish badges and medals of honour and award them along with other prizes and awards to natural and legal persons of merit to the Foundation.

 

 

Assets and income of the Foundation

 

§ 8

§ 8 The assets of the Foundation are the founding fund in the amount of PLN 500 (five hundred zlotys) and other property acquired by the Foundation in the course of its activities.

 

§ 9

1. Dochody Fundacji mogą pochodzić z:

a. donations, inheritances, bequests;

b. grants and subsidies from legal entities;

c. income from collections and public events;

d. income from the assets of the Foundation;

e. bank interest;

f. income from paid statutory activities;

g. income from business activities.

2. Całość dochodów uzyskiwanych przez Fundację jest przeznaczana wyłącznie na działalność statutową.

 

§ 10

The Foundation is liable for its commitments with all its assets.

 

§ 11

If the Foundation is called to inherit, the Board of Directors shall make a declaration of acceptance of the inheritance with the benefit of inventory, and only if, at the time of making this declaration, it is clear that the active state of the inheritance significantly exceeds the inheritance debts.

 

§ 12

1. The Foundation may not grant loans or secure its assets for liabilities, of the Founders, members of the Foundation's authorities, its employees, and persons with whom the employees or members of the authorities are married or in cohabitation, or related by kinship or affinity in a direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, guardianship or custody (hereinafter referred to as “related persons”).

2. The assets of the Foundation may not be transferred for the benefit of the Founders, members of the Foundation's authorities, or its employees and their related persons, in a manner different from those applicable to persons not related to the Foundation. In particular, the assets may not be transferred free of charge or on preferential terms.

3. The assets of the Foundation may not be used for the benefit of the Founders, members of the Foundation's authorities, or employees and their related persons unless this use results directly from the statutory purpose of the Foundation.

4. Fundacja nie może nabywać na szczególnych zasadach towarów lub usług od podmiotów, w których uczestniczą członkowie Zarządu Fundacji, członkowie Rady Fundacji, pracownicy Fundacji, oraz ich osoby bliskie na zasadach innych niż w stosunku do osób trzecich lub po cenach wyższych niż rynkowych.

 

§ 13

1. The Foundation conducts business activity.

2. Business activity is carried out in accordance with the provisions of the Law on Public Benefit Activity and Volunteerism. The income from business activity is allocated for statutory purposes.

3. The business activity of the Foundation may also be carried out through participation in companies according to the rules set forth in relevant regulations. w spółkach na zasadach określonych w stosownych przepisach.

 

§ 14

The range of the Foundation’s business activity includes the following, according to the Polish Classification of Activities (PKD):

 

47.61.Z Retail sale of books in specialised stores;

47.62.Z Retail sale of newspapers and stationery in specialised stores;

47.63.Z Retail sale via mail order houses or via Internet;

47.91.Z Sprzedaż detaliczna prowadzona przez domy sprzedaży wysyłkowej lub Internet;

47.99.Z Other retail sale not in stores, stalls or markets;

58.11.Z Book publishing;

58.14.Z Publishing of journals and other periodicals;

58.19.Z Other publishing activities;

59.20.Z Sound recording and music publishing activities;

63.12.Z Web portals;

70.21.Z Public relations and communication activities;

70.22.Z Business and other management consultancy activities;

72.20.Z Research and experimental development on social sciences and humanities;

74.90.Z Other professional, scientific and technical activities not elsewhere classified;

82.30.Z Organisation of conventions and trade shows;

82.99.Z Other business support service activities not elsewhere classified;

85.52.Z Out-of-school forms of cultural education;

85.59.B Out-of-school forms of education, not elsewhere classified;

85.60.Z Educational support activities;

90.01.Z Performing arts activities;

90.02.Z Support activities to performing arts;

90.03.Z Artistic creation activities;

90.04.Z Operation of arts facilities;

Library activities; Działalność bibliotek;

91.01.B Archives activities.

 

§ 15

1. The Foundation may carry out business activity according to plan. The business activity should ensure complete return of the costs incurred, and the profit is used to finance statutory activity. It should also ensure the creation of a development fund, necessary for the continuation of the business activity.

2. The number of employees, the rules of remuneration and the scale of the means reserved for remuneration are decided by the Board of the Foundation.

3. Elements of the fixed assets used in the business activity are subject to amortization and depreciation according to applicable rules.

4. Decisions concerning investments are made by the Board of the Foundation.

5. Prices of products and services employed in the business activity are determined in agreement with the recipients as contractual prices, in accordance with applicable regulations.

 

§ 16

1. Business activity of the Foundation may not concern the same area of activity as the activity performed as part of paid public benefit activity.

2. Business activity of the Foundation that requires an adequate permit, license or entry in the appropriate register, will start no sooner than the date of the decision on issuing the permit or license, or the date of entry in the appropriate register.

 

 

Organs of the Foundation

 

§ 17

1. Organs of the Foundation are:

a. The Board Foundation;

b. The Council of the Foundation.

2. One may not combine the function of a member of the Board of the Foundation and the Council of the Foundation

 

 

The Board Foundation

 

§ 18

1. The Board of the Foundation, hereinafter referred to as the Board is made up of between one and five persons. 

2. Members of the Board perform their functions until recalled or until their membership expires according to the provisions of the present point. The first Board is called by the Founder.

3. New members of the Board are called by the Board of the Foundation.

4. A member of the Board of the Foundation may not be a person who has been convicted by a final judgment for an intentional offence prosecuted at the public prosecutor's office or for a fiscal offence, nor a person deprived of the right to conduct their own business activity or to serve as a member of the supervisory board, representative or proxy in a commercial company, state-owned enterprise, cooperative, foundation or association.

5. Membership in the Board expires as a result of:

a. handing in a written resignation to the remaining members of the Board or the Council of the Foundation;

b. loss of civil rights pursuant to a final court judgment a crime committed intentionally;

c. recalling the member of the Board by the Council of the Foundation;

d. death of the member of the Board.

6. The Board of the Foundation may recall a Member of the Board by means of a resolution passed unanimously only in particularly justified cases:

a. flagrant violation of statutory principles;

b. absence of active work for the Foundation for at least 6 months;

c. illness or other infirmity causing permanent inability to perform functions;

d. passing the age of 75.

 

§ 19

1. The Board manages the activity of the Foundation and represents it outside.

2. The competences of the Board include:

a. setting main directions in the operations of the Foundation; 

b. managing the current activity of the Foundation;

c. pursuing statutory goals;

d. preparation of work plans and budgets;

e. supervising the assets of the Foundation;

f. preparing annual reports from the operation of the Foundation;

g. representing the Foundation outside;

h. hiring employees and determining their remuneration;

i. making decisions on changes to the statute of the Foundation;

j. making decisions on merging with another foundation;

k. making decisions on dissolving the Foundation and on disposing of the property of the Foundation;

l. performing other functions and making any decisions not reserved for other organs of the Foundation.

3. Every year, until 30 September, the Board is obliged to present to the Council of the Foundation the annual report from the operation of the Foundation.

 

§ 20

1. Meetings of the Board are held as needed.

2. Meetings of the Board are called by President of the Board by sending information about the date by electronic mail, and when this is impossible, by registered mail at least 3 days before the scheduled meeting.

3. President of the Board is required to call a meeting of the Board on demand of the minister in charge of the Foundation, the Council of the Foundation or at least 2 members of the Board, no later than 14 days from receiving the demand.

4. A meeting of the Board may be organised with the use of electronic communication, allowing for the transmission of sound and image.

5. The Board makes decisions through resolutions passed by simple majority, unless further provisions of the statute specify otherwise. In the event of an even number of votes, the President of the Board has the casting vote. A resolution of the Board is not required in matters not exceeding ordinary management.

6. Resolutions of the Board may be taken outside the meetings of the Board, also via mail. In such case, they become legally binding upon being accepted by at least half of the current Board members.

 

§ 21

1. Members of the Board may receive reimbursement of justified expenses for performing their function and remuneration based on a resolution adopted by the Council of the Foundation.

2. Members of the Board may be employed by the Foundation

 

§ 22

Declarations of intent on behalf of the Foundation, including on property matters, are submitted by:

– President of the Board acting alone

– two members of the Board acting together. 

 

 

The Council of the Foundation

 

§ 23

1. The Council of the Foundation, hereinafter referred to as the Council, is a control and advisory body of the Foundation.

2. The Council of the Foundation is made up of 3 to 7 members. They choose among themselves a President of the Council for a three-year term to organize its work.

3. Members of the first Council are called by the President of the Board. The following members of the Council, to replace people who have stopped performing this function, or to broaden the Council, are called by the decision of the Council.

4. In particularly justified cases (flagrant violation of statutory principles, ignoring decisions and resolutions of the authorities of the Foundation; lack of active work for the benefit of the Foundation; loss of civil rights pursuant to a final court judgment) dismissal of a member of the Council, and thus depriving them of membership in the Council, may happen through a resolution taken unanimously by the remaining members of the Council of the Foundation.

5. Membership in the Council expires as a result of:

a. voluntary resignation, announced through a written notification to the Chairman of the Council;

b. loss of civil rights pursuant to a final court judgment for a crime committed intentionally;

c. death of the member.

6. Membership in the Council may not be combined with membership in the Board. Members of the Council of the Foundation may also not be married to members of the Board, cohabitate with them, be related to them by kinship, affinity or be subordinate to them in professional context; or have been convicted by a final judgment for an intentional offence prosecuted at the public prosecutor's office or for a fiscal offence.

7. Members of the Council may only receive reimbursement of justified expenses for performing their function.

 

§ 24

1. The tasks of the Council include:

a. supervision and control over the activity of the foundation, and especially controlling the assets of the Foundation;

b. approving annual reports of the Board from its activity as well as granting discharge to the Board;

c. appointing and dismissing members of the Board, including the President and the Vice-President of the Board;

d. approving decisions of the Board changing the statute of the Foundation;

e. signing employment contracts with members of the Board of the Foundation;

2. Members of the Council of the Foundation are not subject to the Board of the Foundation in terms of performing their control and supervision of the activity of the Foundation.

3. In order to perform its tasks, the Council of the Foundation is entitled to:

a. demand from the Board of the Foundation any documents related to the activity of the Foundation;

b. audit the assets and perform financial control of the Foundation.

 

§ 25

1. The Council meets at least once a year.

2. A meeting of the Council may be organised with the use of electronic communication, allowing for the transmission of sound and image.

3. A meeting of the Council is called by the President of the Council of their own initiative or upon written request of the Board.

4. The Board makes decisions in the form of resolutions – passed by simple majority vote, unless the statute specifies otherwise. In the event of an even number of votes, the President has the casting vote.

5. A meeting of the Council may be called in emergency mode – at the initiative of the Board or upon written request of the President or at least two members to consider a matter of a special nature.

6. An emergency meeting of the Council should be called no later than within 14 days from the date of the request being made.

7. Each ordinary member of the Council has one vote.

8. Meetings of the Council are presided over by the President or the Vice-President.

 

 

Reports

 

§ 26

1. The Board prepares an annual factual report of the Foundation’s activity, subject to separate provisions.

2. The Board prepares an annual financial report, based on principles detailed in regulations concerning accounting.

3. The Board makes the reports mentioned in points 1 and 2 known to the public in such a way as to enable interested entities to become acquainted with the reports, including posting them on its website.

4. The Board, regardless of its duties resulting from other provisions, delivers the factual and the financial reports to the minister in charge of the Foundation within 15 days of the day the annual financial report has been approved.

 

 

Final provisions

 

§ 27

1. Changes in the statute of the Foundation are introduced by the Board through a resolution passed unanimously.

2. Changes to the goals of the Foundation are introduced by the Board through a resolution passed unanimously.

3. Changes mentioned in the present paragraph require approval of the Board through a resolution passed by simple majority vote.

 

§ 28

1. The Foundation may merge with another foundation to achieve its goals effectively.

2. Merging with another foundation may not take place if the result might significantly alter the goals of the Foundation.

3. All matters related to the merger with another foundation are decided by the Board through a resolution passed unanimously.

 

§ 29

1. The Foundation may be dissolved if the purposes for which it was established are achieved or if its financial resources and assets are exhausted.

2. The Board informs the minister responsible for culture and national heritage about the dissolution of the Foundation.

3. The decision about the dissolution of the Foundation is taken by the Board through a resolution passed unanimously.

4. The financial resources and assets left after the dissolution of the Foundation may be by resolution of the Board allocated to purposes convergent with the goals of the Foundation, especially to promoting artists.

 

The statute was adopted in Katowice, on 7 May 2015