BYLAWS OF THE FOUNDATION  “Henryk Fundacja”

Chapter I

General provisions

§1

1. The Foundation was established by Mateusz Piegza, hereinafter referred to as the “Founder”.
2. The Foundation operates pursuant to the provisions of the Act on Foundations of April 6, 1984 and the provisions of these Bylaws.

3. The name of the Foundation is: Henryk Fundacja.

§2

1. The Foundation has legal personality.
2. The seat of the Foundation is the town of Bolęcin (in Chrzanów district).
3. The Foundation operates within the territory of the Republic of Poland and abroad.
4. In order to perform its statutory tasks, the Foundation may establish branches and other local organizational units in Poland and abroad.
5. To the extent necessary to achieve the statutory objectives, the Foundation may employ staff on the basis of an employment contract, as well as entrust the performance of specific tasks or activities based on another legal relationship. The Foundation should base its activities on the work of qualified full-time employees and community work, in particular provided pro bono i.e. in the form of voluntary work.
6. The duration of the Foundation is unlimited.
7. The Foundation may institute badges and honorary medals, and award them together with other prizes and awards to natural and legal persons of merit to the cases or purposes chosen by the Foundation or to the Foundation itself.
8. The minister pertinent for the purposes of the Foundation is the minister competent for Culture and National Heritage.

Chapter II

Foundation’s objectives and activities

§3

1. The objectives of the Foundation include:

a) supporting the development of culture and the arts, and protection of cultural values and cultural heritage

b) creating a strong artistic environment that would indirectly support the activities and development of the Foundation as a patron of culture and the arts,

c) activities in the field of scholarship, education, learning, and development with an emphasis on educating in the spirit of social sensitivity, openness, humanitarianism, ethics, and philosophy,

d) activities supporting the development of local communities, especially in the field of voluntary activities, consisting in cooperation and exchange of experiences with local communities,

e) supporting democratic processes, grassroots initiatives, and the development of a civil society open to diversity,

f) initiating and supporting interdisciplinary collaboration between scientific and artistic communities,

g) acting for the benefit of nationwide and international cooperation of creative milieus,

h) promoting and conducting activities for the benefit of socially disadvantaged groups in all areas of life, in the private and public sphere, facing discrimination due to, inter alia, their origin, gender, social status, sexual orientation, health condition, disability, place of residence, type of work or activity, and any other reasons,

i) activities supporting the development of entrepreneurship, especially in the field of shaping the skills of cooperation and project-based work,

j) activities that provide technical, training, information or financial support to non-governmental organizations and entities referred to in article 3 clause 3 of the Act of April 24, 2003 on Public Benefit and Volunteer Work, in the scope of performing public benefit tasks specified in this Act.

2. The Foundation’s objectives referred to in clause 1, will be implemented through:

a) organizing and financing: art exhibitions promoting young and promising Polish artists, scholarships and awards for young artists, conferences, seminars, events, competitions in Poland and abroad, and information campaigns related to the Foundation’s goals,

b) artistic, project management, organizational, informational, educational and research activities in the scope specified in the statutory objectives,

c) conducting artistic, educational, and training workshops and providing materials related to the Foundation’s objectives,

d) information and publishing activities as well as editing and running websites or other forms of sharing knowledge related to the Foundation’s objectives,

e) operating in the territory of the Republic of Poland within the scope of the Foundation’s objectives,

f) cooperation with foreign institutions and organizations within the scope of the Foundation’s objectives,

g) bringing together artists, art critics, art lovers, and foreign representative offices, uniting them around the Foundation’s objectives, as well as joining other cooperatives and foundations,

h) issuing opinions on creative projects, research and educational initiatives and activities,

i) operating a centre for creative activities and running a training and workshop program that is a forum for meetings, joint work ,and exchange of experiences within the scope of the Foundation’s interests,

j) supporting the interests of socially disadvantaged groups, promoting their social, artistic, educational and scientific endeavours,

k) instilling among children and young adults a philosophical attitude towards the world, humanitarian and developmental patterns of behaviour, and the ability to act ethically,

l) organizing volunteering placements,

m) obtaining subsidies and grants for statutory activities from public institutions, companies and private persons in Poland and abroad,

n) organizing public collections of funds.

3. The statutory activities of the Foundation constitute a non-profit public benefit activity. The scope of this activity is defined in section 2.
4. The Foundation reserves the right to implement all of the activities listed in § 3 section 1 in collaboration with private and state art galleries, art schools, promotional institutions etc. The Foundation also reserves the right to commission a given task for another entity on the basis of a partnership agreement.

Chapter III

Foundation’s assets

§4

The assets of the Foundation are:

a) founding capital provided by the Founder and specified in the founding act,

b) property rights acquired in the course of its operations by the Foundation, in particular funds obtained from interest on bank deposits, income from real estate and property rights, donations, inheritance bequests, and other sources of income.

§5

1. The activities of the Foundation are financed from the founding capital and from the Foundation’s revenues, which originate in particular from:

a) donations, inheritance rights, and bequests,

b) grants and subsidies,

c) public collections,

d) bank deposits, real estate and other property rights,

2. The Foundation may not:

a) grant loans or secure liabilities with the Foundation’s assets in relation to its members, members of its bodies, or employees as well as spouses of its members, members of its bodies or employees, or persons otherwise involved with them by cohabitation, direct or secondary relation or kinship up to second degree, or are related by adoption, care or guardianship, hereinafter referred to as “relatives”,

b) transfer the assets of the Foundation to its members, members of bodies or employees and their relatives on terms other than in relation to third parties, in particular if the transfer is free or on preferential terms,

c) use the assets of the Foundation for the benefit of its members, members of its bodies or employees and their relatives on terms other than in relation to third parties, unless this use results directly from the statutory objectives of the Foundation,

d) purchase goods or services from entities in which its members, members of its bodies or employees and their relatives participate, on terms other than in relation to third parties or at prices higher than market prices.

§6

1. Income from the Foundation’s assets is intended solely for the implementation of the statutory objectives and for covering the necessary costs of the Foundation’s operations.
2. The revenues referred to in § 6 section 1, may be used for the implementation of all the Foundation’s objectives, unless the donors have agreed otherwise.
3. The surplus of revenues over costs is allocated to public benefit activities.

§7

1. The Foundation conducts its financial management in accordance with applicable regulations.
2. The Foundation’s financial management is based on the Foundation’s financial plan for a given calendar year, approved by the Foundation’s Council.
3. The financial year corresponds to the calendar year. The first financial year will end on 31 December 2016.

Chapter IV

Foundation bodies

§8

1. The bodies of the Foundation are:

a) Foundation’s Board

§9

1. The Foundation’s Board consists of at least 2 members.
2. Members of the Foundation’s Board are appointed and dismissed by the Founders. Founders may dismiss a member of the Foundation’s Board at any time; the dismissal does not require a justification.
3. The Founders may appoint one of the members of the Foundation’s Board to perform the function of the President of the Board. The Founders may revoke the designation at any time; the revocation does not require a justification.
4. Members of the Foundation’s Board are appointed for an indefinite duration.
5. Founders may also appoint themselves to the Board, and appoint one of the Founders to act as the President of the Board.
6. The following persons are barred from becoming members of the Foundation’s Board:

a) any person convicted by a final and binding sentence for an intentional crime prosecuted by public indictment or for a fiscal crime,

b) any person without full legal capacity.

Prior to the appointment, the future member of the Foundation’s Board shall submit a written declaration that the circumstances specified in points (a) and (b) above are not applicable to him or her.

7. . The mandate of a member of the Foundation’s Board shall expire as a result of:

a) dismissal by the Founders,

b) death,

c) submission, in writing, under pain of nullity, the resignation addressed to the Founder,

d) a valid conviction for one of the offenses referred to in section 6 (b), or loss of full legal capacity.

8. The mandate of a member of the Foundation’s Board shall also expire in other cases, if the provisions of law so provide.

§10

1. The Foundation’s Board manages the activities of the Foundation and represents it before third parties.
2. The Foundation’s Board makes decisions in all matters not reserved for the Founders’ competence.
3. To submit declarations on behalf of the Foundation, cooperation of two members of the Foundation’s Board acting jointly is required.
4. Performing activities exceeding the scope of ordinary activities of the Foundation requires a prior resolution of the Foundation’s Board; the same applies to activities against which one of the members of the Foundation’s Board raised an objection. However, the Board’s resolution is not required if the actions are performed by all members of the Foundation’s Board jointly; in this case, performing the action is deemed to be tantamount to adopting the Board’s resolution on its performance.
5. Resolutions of the Foundation’s Board may be adopted if all members have been properly notified of the meeting of the Foundation’s Board; meetings of the Foundation’s Board are held in Kraków, whereas they can be held in another city only if all members of the Foundation’s Board consent to it; the meeting of the Foundation’s Board may also take the form of a teleconference or a videoconference; resolutions are passed by simple majority of votes; in the event of an equal number of votes, the vote of the President of the Foundation’s Board is decisive, if appointed. Resolutions of the Foundation’s Board may also be passed without holding a meeting, provided that all members of the Foundation’s Board consent to the decision to be adopted; consent should be given in writing, by fax, e-mail or in any other form that ensures the record of the content of the declaration.

Chapter V

Amendment of the Foundation’s Bylaws

§11

1. Amendment of the Foundation’s Bylaws may be done by the Founder.
2. The provision of section 1 also applies to changing the objectives of the Foundation (§ 3 section 1). However, in such a case, all members of the Foundation’s Board must consent. The provisions of this section shall not apply to the amendment to § 3 section 2 or § 3 section 3; such a change takes place in the manner specified in section 1.
3. However, it is not allowed to amend this § 12 of the Bylaws or any other change modifying the rules for making changes to these Bylaws, unless and to the extent that such a change is an obligation resulting from mandatory provisions of law.

Chapter VI

Founders

§12

1. In the event of the Founder’s death or loss of full legal capacity, the Foundation’s Board, by resolution, appoints a person to whom all rights of the previous Founder related to the Founder’s status will be transferred. The resolution requires the consent of all members of the Foundation’s Board and may be adopted only after obtaining the written consent of the future Founder. Upon the adoption of the resolution, the designated person is entitled to the Founder’s rights. If the Foundation’s Board has not appointed a new Founder within 6 months from the date of the Founder’s death, a 2/3 majority of votes of all members of the Foundation’s Board is sufficient to appoint a new Founder. If, within one year from the death of the Founder, the Founder’s have not transferred to a person designated by the Foundation’s Board, the Foundation shall dissolve, by virtue of law.
2. The provisions of the statute regarding the Founder apply directly to the person to whom the Founder’s rights have passed in accordance with section 1.

Chapter VII

Dissolution of the Foundation

§13

1. The Founder decides about the dissolution of the Foundation.
2. The Foundation is dissolved also in the case referred to in § 13 section 2.

§14

1. The receivers of the Foundation’s dissolution, by virtue of law, are persons who are members of the Foundation’s Board at the time when the Foundation is dissolved.
2. The provisions of the Bylaws relating to members of the Foundation’s Board shall apply accordingly to the receivers, unless further paragraphs of this section or legal regulations provide otherwise; in particular, the number of receivers may not be less than 2.
3. The receivers are obliged to perform all operations related to the termination of the activities conducted by the Foundation.

§15

In the event of the Foundation’s dissolution, its assets are allocated to a selected charity, after prior indication by the Foundation’s Board.