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Home arrow Foundation arrow Statute
The Statute of the Effectus Papilionis Foundation Print E-mail


CHAPTER I:  GENERAL PROVISIONS

§ 1

1. The Effectus Papilionis Foundation hereinafter referred to as the Foundation, was founded by a. Katarzyna Rozenfeld, b. Krzysztof Darmetko, c. Daniel Tomasz Żuchowski, d. Wojciech Adam Rowicki, e. Cezary Wojciech Pietrasik, f. Stanislaw Zbigniew Kejler, g. Katarzyna Agnieszka Ladniak, h. Jacek Aleksandrowicz, i. Janusz Piotr Kurowski, further on in this document referred to as the Founders, with the notarial deed of 1 February 2005, repertory A no 1099/2005, signed before the notary public Dorota Kalowska, based at the legal office at ul. Grzybowska 12/14 apt. B-2, Warsaw.
2. The Foundation operates under the Law of Foundations of 6 April 1984 (the legal bulletin Dziennik Ustaw of 1991 no 46, item 203 with further amendments) and the provisions of this Statute.

§ 2

The Foundation has the status of legal person.

§ 3

The Foundation's seat is in Warsaw.

§ 4

1. The Foundation operates in Poland, but for the sake of implementation of statutory objectives - fundraising and public events in particular - it can also operate abroad.
2. The Foundation may create branches, subsidiariy units and representative offices in Poland and abroad as well as liaise with other foundations and act as a member of associations.

§ 5

The Foundation has been established for an unlimited time.

§ 6

Due to the objectives of the foundation, its operation is subject to the competence of the Minister for Social Policy, further on referred to as the “Minister Competent.”


CHAPTER II: THE FOUNDATION'S OBJECTIVES AND OPERATIONAL PROCEDURES 


§ 7

The objective of the Foundation is education. It supports rural children and youth in particular.

§ 8

1.The Foundation implements its statutory objects by initiating, conducting and supporting (organisationally, in an in-kind distribution and financially): a. foreign language learning in rural schools, b. organising summer language camps, c. educational courses and trips, d. organisation of projects that benefit local communities, e. providing assistance in applying to schools and universities, f. assisting rural youth in studies external to their residence.
2. The assistance that the Foundation  provides is free of charge.

§ 9

 1. To attain its statutory objectives the Foundation may support the activities of other natural and legal persons, whose activities correspond with the Foundation's statutory objectives.
2. In pursuit of its statutory objectives, the Foundation may enter into cooperation with other natural and legal persons, and with units of local government, the Minister Competent and the Polish Embassy in Great Britain.


CHAPTER III: THE FOUNDATION'S PROPERTY AND PROCEEDS

§ 10

The Foundation's property consists of the Initial Fund of PLN 1000.00 (one thousand) contributed by the Foundres and mentioned in the notarial deed discussed in §1.1 of the Statute as well as other assets acquired by the Foundation in the course of its operation.

§ 11

1. The means and resources for the implementation of the Foundation's objectives shall come from a. Initial Fund, b. donations, subsidies, grants and legacies, both domestic and foreign, c. proceeds from assets, real estate, property rights, with securities and other financial instruments traded in the equity market in particular, d. proceeds from gifts, fundraising and public events, e. share in the profits and interest on banking deposits.
2. The Foundation shall spend all its income solely on the statutory operations described in §8 of the Statute.

§ 12

The foundation may not use its property or the means and resources meant for the implementation of its objectives and covering the costs of its operation to:
a. extend loans to, or secure liabilities with the Foundation’s assets with respect to members of the Foundation Bodies, or Foundation employees as well as to persons related to the members of the Foundation Bodies or Foundation employees by blood or marriage, in lineal or collateral affinity, down to a relation between the children of the siblings, or by adoption, custody or guardianship (referred to hereinafter as “related persons”)
b. place the Foundation's assets at the disposal of members of the Foundation Bodies, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, particularly where such placing at disposal proceeds on a free-of-charge basis or on preferential terms;
c. use of Foundation assets to the benefit of members of the Foundation Bodies, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, unless such use is directly related to pursuit of the Effectus Papilionis Foundation’s statutory activities;
d. make purchases subject to special terms and conditions of goods and/or services from entities in which members of the Foundation Bodies, or Foundation employees and/or their related persons participate.

§ 13

In the event of the Foundation being called on to inherit, the Board of Directors makes a statement of the reception of the legacy with the benefit of inventory only when at the time of making the statement it is obvious that  the positive capacity of the legacy by far surpass its debts.

§ 14

 The Foundation warrants all its liabilities with all its property.

§ 15

 The Foundation does not engage in business activity.


CHAPTER IV: THE FUNDATION BODIES

§ 16

The Bodies of the Foundation include: a. the Foundation Board of Trustees, hereinafter referred to as “Trustees”; b. the Foundation Board of Directors, hereinafter referred to as “Board”;  c. the  Volunteers' Convent, hereinafter referred to as “Convent”.

§ 17

1. Trustees number 3 to 9 members.
2. They are invited by the Founders from among people who enjoy a high social esteem. A decision to invite or revoke a trustee is made by simple majority of the vote by the Founders,
3. A Trustee ceases to act in their capacity in the event of: a. resignation, b. being revoked by the Founders, c. death.

§ 18

1. Trustees convene  a. in plenary sessions, or b. distance-wise (by email too); correspondence sessions are convened due to the limitations of time and place of residence of the Trustees.
2. Trustees make their decisions in the form of resolutions adopted by simple majority. The voting is public except the ballot in the election of members of the Board. In the case of distance proceedings, a decision on a resolution is valid if at least half of the Trustees decide to do so. If proceedings take the form of a session, the attendance of 30% of the Trustees is required.
3. Sessions of the Trustees are convened by a motion of at leats two of its members, or 2 members of the Board or Convent.
4. Trustees: a. are not remunerated for their acivities in the Board of Trustees, b. may not be members of the Board or be related to Board members by blood, kinship or professional subordination; c. have never been convicted of an intentional guilt. 

§ 19

Trustees: a. define the main directions of the Foundation´s activity; b) evaluate the work of the Board, accepts annual reports and balance sheets and votes on acceptance of accounts of the Members of the Board c. appoint and recall the Chairman of the Board of Directors and the Members of the Board, without prejudice to § 20. 1; d. make decisions on employment of the Board Members; e. make decisions on possssibly remunerating Foundation employees; f) make resolutions on the possible ammendments in the Foundation's Statute; g. decide about joining other foundatioins, becoming a member of associations, which may happen in line with the pertinent law; h. adopt resolutions in other matters submitted by the Board and/or Founders.

§ 20

1. The Board is made up of 3-9 members appointed by the Trustees for two year term. The Trustees also appoint the Chairman of the Board except that the first Board is appointed by the Founders. 
2. Member of the Board can serve more than one term in office.

§ 21

1. The Board of Directors manages the Foundation´s activities and represents it in its external relations.
2. The Board decides about all the things that the Statute has not reserved for the Trustees.
3.  Declarations of will on behalf of the Board are made by two Members of the Board or the Chairman of the Board alone.

§ 22

The Board's powers include in particular: a. coordinating activities designed to implement the Foundation's objectives; b. administering the Foundation's assets; c. making the Foundation's balance sheets and drafting its reports. 

§ 23

1. The Board makes it decisions during Board meetings in the form of resolutions which require a simple majority to pass; in case of a tie, the Chairman´s of the Board vote prevails.
2. The Board convene as the need arises. Sessions are convened by the Chairman of the Board of their own motion or on a demand by a Board member. The sessions may be held distance-wise (by email too); correspondence sessions are convened due to the limitations of time and place of residence of the Board members.

§ 24 

The statute provides for a possibility of remunerating a Board member if their work for the Foundation exceeds 1 full-time job monthly.

§ 25

1. The Convent is an executive body by means of which the Board implements the Foundation's statutory objectives.
2. Members of the Convent are elected without limitations in number by the Board from amongst supporters, volunteers and other people dedicated to the Foundation. The Board is obliged to maintain a detailed list of Convent members.
3. Convent members may manage individual projects or modules of Foundation activity entrusted to them by the Board. In particular, they can leverage funds for the Foundation's statutory objectives' realisation, and to this end they may cooperate with with other institutions as well as organise events and meetings closely related to Foundation activity.


CHAPTER V: AMMENDMENTS TO THE STATUTE

§26

Amendments to the Foundation Statute are adopted by the Trustees by a motion of the Board, the Convent or at least half of the Trustees.

§ 27

Amendments to the Foundation Statute adopted by the Trustees require endorsement by the Founders.

CHAPTER VI: FOUNDATION'S LIQUIDATION

§ 28

1. The Board may liquidate the Foundation by absolute majority of the vote.
2. Liquidation of the Foundation is carried out by the Board