Bylaws

STATUTES of the Foundation

General provisions

§ 1

The foundation Fundacja Sztukmistrze, hereinafter referred to as “the Foundation’’, established by Ewa Noga, Monika Kalinowska and Mirosław Urban, hereinafter referred to as “the Founders”, by means of a notarial deed drawn up by Małgorzata Sierocka in the Notary’s Public Office in Lublin, at ul. Chopina 13/3, on December 15th 2010 (Repertory A Nr: 4271/2010) shall conduct its activities in accordance with the Polish laws in force as well as the provisions hereof.

1. The Foundation shall be politically and religiously indifferent.

§ 2

The Foundation is a legal entity.

§ 3

The Foundation shall be established for an unlimited period of time.

§ 4

1. The seat of the Foundation is the City of Lublin.
2. The Foundation shall operate on the territory of the Republic of Poland, yet in order to accomplishment its statutory tasks the Foundation shall be entitled to operate abroad.
3. The Foundation shall be entitled to establish local branches. Internal administration of the branches and representative offices shall be determined by the Management Board of the Foundation in accordance with the resolutions adopted by the Board.
4. The Foundation shall be entitled to use foreign equivalents of its name in co-operation with foreign entities.

§ 5

The Foundation shall be entitled to set up awards, medals and grant them alongside other rewards and distinctions to natural and legal persons of merit for the Foundation.

§ 6

The minister competent with respect to the goals of the Foundation, hereinafter referred to as “the minister competent’”, is the Minister of Culture and National Heritage.

The Foundation’s objectives and Scope of Activities

§ 7

The main goal of the Foundation shall be to undertake activities aimed at developing culture and the art of new circus in its broadest sense.
The objectives of the Foundation include:

1. generating and supporting cultural, artistic, sports, recreational and social activities of all forms as well as supporting other entities conducting such activities;
2. generating and supporting undertakings which stimulate the development of social, cultural, artistic, sports, recreational and educational activities;
3. supporting activities aimed at European integration as well as extending connections and co-operation between societies;
4. promotion and organization of voluntary service.

§ 8

The statutory objectives of the Foundation shall be pursued by means of:
1. organizing and financing cultural, artistic, sports, recreational and social activities of all forms as well as supporting other entities conducting such activities;
2. organizing and financing undertakings which stimulate the development of social, cultural, artistic, sports, recreational and educational activities;
3. co-operating with public administration and non-governmental organizations;
4. co-operating with other organizations whose activities correspond to the goals of the Foundation;
5. co-operating with associations, societies and other natural and legal persons.

The Assets and Income of the Foundation

§ 9

The capital of the Company consists of an initial fund of PLN 2,000 (two thousand) and other assets purchased by the Foundation.

§ 10

1. The income of the Foundation shall include:
1/ subsidies, donations, inheritance, legacies, interests;
2/ interests and investments, financial operations, loans and deeds of joint business activities;
3/ income from the Foundation’s stock exchange operations (bonds, shares, etc.);
4/ interests and dividends from holding shares in companies, including companies with foreign capital;
5/ income from the business activity conducted by the Foundation itself or by its selected administrative units;
6/ income from movable and immovable assets and property rights;
7/ other incomes and assets.
2. Funds provided for herein shall be gathered on currency accounts and foreign currency accounts.

§ 11

1. The Foundation shall conduct business activity by itself or through selected administrative units.
2. According to the Polish Classification of Activities (PKD), the scope of Foundation’s activities shall comprise:

32.30.Z Manufacture of sports goods
32.40.Z Manufacture of games and toys
47.61.Z Retail sale of books in specialized stores
47.62.Z Retail sale of newspapers and stationery in specialized stores
47.63.Z Retail sale of music and video recordings in specialized stores
47.64.Z Retail sale of sporting equipment in specialized stores
47.65.Z Retail sale of games and toys in specialized stores
47.91.Z Retail sale via mail order houses or via Internet
55.20.Z Holiday and other short-stay accommodation
55.90.Z Other accommodation
58.11.Z Book publishing
58.13.Z Publishing of newspapers
58.14.Z Publishing of journals and periodicals
58.19.Z Other publishing activities
59.14.Z Motion picture projection activities
72.20.Z Research and experimental development in social sciences and humanities
77.40.Z Leasing of intellectual property and similar products, except copyrighted works
84.12.Z Regulation of the activities of providing health care, education, cultural services and other social services, excluding social security
85.51.Z Extramural sports and recreation education
85.52.Z Extramural forms of creative, arts and entertainment education
85.59.B Other extramural forms of education not mentioned elsewhere
85.60.Z Educational support activities
90.01.Z Artistic creation
90.02.Z Support activities to performing arts
90.04.Z Operation of arts facilities
93.11.Z Operation of sports facilities
93.21.Z Activities of amusement parks and theme parks
93.29.Z Other amusement and recreation activities

3. The Foundation’s business activity may be conducted by means of holding shares in commercial companies and partnerships.

The Foundation maintains accounting books in accordance with the relevant legal regulations, in particular in accordance with the Accounting Act and secondary legislation issued on its basis.

§ 13

The Foundation shall conduct its business activity to the extent that it serves to achieve its objectives.

§ 14

1. The Foundation’s income derived from subsidies, donations, legacies, bequests and punitive damages shall be used to pursue the Foundation’s objectives, respecting the will of the heirs’ and donors’.
2. If a donation or inheritance is accepted, the declarations required by the law shall be made by the Management Board.
3. If the Foundation is to accept an inheritance, the Management Board shall make a declaration of acceptance of the inheritance under benefit of inventory.

The Authorities of the Foundation

§ 15

1. The Authorities of the Foundation’s shall be:
a) The Council of the Foundation
b) The Management Board of the Foundation
2. The Members of the Council of the Foundation shall perform their duties on an unpaid basis, except for the reimbursement of documented expenses connected with the work of these authorities, including travel expenses. In justified situations, the Management Board may grant a member of the Council a travel allowance so that the member is able to perform the tasks related to the his/her social duties in the Council.

The Council of the Foundation

§ 16

1. The Council of the Foundation is a supporting, supervisory and opinion-forming body of the Foundation.
2. The Council of the Foundation shall consist of two to five members. The number of the members of the Council is determined by the Council itself depending on the scale of its tasks.
3. The founders of the Foundation shall be the members of the first Council. The successive members of the Council, who will be appointed in the place of persons who have ceased to perform this function or to extend the composition of the Council of the Foundation, shall be appointed by the Council.
4. In justified situations, the Council may dismiss its member by a unanimous decision of the other members of the Council.
5. Membership in the Council of the Foundation expires upon written resignation or death of a member.
6. Members of the Council of the Foundation may not sit in the Foundation’s Management Board.
7. If a member of the Council of the Foundation, with his/her consent, is appointed to the Management Board, the membership in the Council shall be suspended.
8. The Council of the Foundation elects from among its members the Council Chairman. The Chairman manages the Council’s work, convenes and chairs the Council’s meetings.
9. The Council may elect to its composition Horary Members, holding advisory role.
10. A Honorary Member shall not have the right to vote or hold other powers of a member of the Council resulting from these statutes and law regulations.
11. The Council elects a Honorary Member by unanimous vote.
12. The Council may dismiss a Honorary Member by unanimous vote on the request of the Council’s or the Management Board’s member. The honorary membership in the Council also terminates upon written resignation or death of a Honorary Member.

§ 17

1. The Council of the Foundation shall meet at least once a year.
2. The meetings of the Foundation’s Council are convened by its Chairman on his/her own initiative, or upon written request of the Council. If the Council’s Chairman fails to convene a meeting, it shall be convened by the Management Board.
3. Except for the cases provided for in these Statutes, the Council of the Foundation undertakes decisions in the form of resolutions which are adopted by a simple majority of votes. If the number of votes is the same, the Chairman of the Council shall have the casting vote. All the members of the Council shall be informed of the Council’s meeting. The absence of a member who was duly informed shall not affect the validity of the Council’s resolutions.
4. The Council’s decisions on the number of members in the Council and the Management Board, appointing or dismissing a member of the Council, amendments to the Foundation’s Statutes, a merger with another foundation, changes of the composition of the Management Board shall be made in the form of a resolution adopted by an absolute majority of votes.

§ 18

The tasks of the Council shall be:
1. Appointing and dismissing the President and the members of Management Board.
2. Undertaking decisions on the employment of the members of the Management Board as well as determining the principles of their remuneration.

3. Reviewing the work of the Management Board, approving the annual financial report or balance sheet, and acknowledging the fulfillment of duties by the members of the Management Board. If the acknowledgement is positive, the member is discharged from his/her responsibilities towards the Foundation.

4. Supervising the current activities of the Management Board.
5. Defining the main directions of the Foundation’s activities.
6. Supervising the Foundation’s activities.
7. Undertaking decisions, upon the request of the Management Board, on the merger with another foundation or on the liquidation of the Foundation.
8. Undertaking decisions on participating in other companies and business entities or withdraw from those organizations.
9. Undertaking decisions on entering into unions, associations and other legal persons.
10. Passing amendments to these Statutes upon the request of the Management Board or on its own initiative.

§ 19

In order to fulfill its duties the Council of the Foundation is authorized to:
1. Request that the Management Board of the Foundation present all of the documents connected with the Foundation’s activity.
2. Review the assets of the Foundation and its financial situation.

 

The Management Board of the Foundation

§ 20

1. The Foundation’s Management Board shall consist of three to five members, including the President. The Vice-President and members appointed and dismissed by the Foundation’s Council may also sit in the Management Board. The number of members of the Management Board shall be determined by the Council in the form of a resolution adopted by an absolute majority of votes.
2. The Management Board shall be established for an unlimited period of time.
3. The Council of the Foundation may dismiss the Management Board or its individual members by means of a resolution adopted by an absolute majority of votes. Such dismissal may only take place when another person has been appointed to perform their duties.
4. Only natural persons may be members of the Management Board.
5. The membership in the Management Board expires upon written resignation.

§ 21

1. The Management Board manages the Foundation’s activities and represents it before third parties.
2. In agreements and disputes between the Foundation and a member of the Management Board, the Foundation shall be represented by the Council or by a proxy appointed by the Council.
3. The duties of the Management Board shall include:
a) adopting the Foundation’s annual plans of activity and financial plans,
b) managing the Foundation’s assets;
c) determining the number of employees of the Foundation and the amount of funds for their remuneration;
d) undertaking decisions in any matters that are not within the competence of other authorities;
e) accepting donations, legacies, bequests and punitive damages, subsidies and grants,
f) presenting, to the Council of the Foundation, proposals to start and join companies or other business entities and to withdraw from these organizations;
g) presenting proposals concerning amendments to the Statutes of the Foundation, merger with another foundation, entering into associations and other legal persons, and the liquidation of the Foundation.
4. The Management Board makes its decisions on the basis of a simple majority of votes. If the number of votes is the same, the President of the Management Board has the casting vote.
5. All the members shall be informed of the Management Board’s meeting. The absence of a member who was duly informed shall not affect the validity of the Management Board’s resolutions.
6. The Board may appoint proxies to manage specific areas of the Foundation’s statutory business.
7. The Board is obligated to present, until April 30th every year, an Annual Report to the Foundation Council.
8. The Board of the Foundation may adopt By-Laws that specify in detail the principles of its operation .

Means of Representation

§ 22

Declarations of will on behalf of the Foundation are made by:

a/ the President of the Management Board acting individually, or by
b/ two members of the Management Board.

Amendments to the Foundation’s Statute

§ 23

Amendments to the Foundation’s Statutes are adopted by the Board with the consent of the Council of the Foundation. Amendments to the Statutes may affect the objectives determined in the Founding Act.

Merger with other foundations

§ 24

1. The Foundation may merge with other foundations in order to achieve its statutory objectives effectively.
2. Merging with other foundations shall be prohibited if the merger could significantly influence the objectives of the Foundation.

§ 25

The Council of the Foundation decides on merging with other foundations.

Foundation liquidation

§ 26

1. The Foundation Council resolves to liquidate the Foundation in the event that the objectives for which the Foundation has been established have been met or in the event that the financial resources and assets of the Foundation have been exhausted.
2. The Foundation Council appoints and dismisses its liquidators.

§ 27

If, upon the liquidation of the Foundation, there remain any financial assets, those assets will be placed at the disposal of another charitable organization, as designated by the Foundation Council, operating within the Republic of Poland and having charitable objectives similar to those of the Foundation.