“CHARTER OF “PROJAN” WAKSMUNDZKI FAMILY FOUNDATION”

Drawn up on January 13, 2009

CHAPTER ONE

GENERAL PROVISIONS

§ 1.

1. The Foundation known as “PROJAN” Waksmundzki Family Foundation (hereinafter referred to as “the Foundation”) established by the Founders with a notary deed drawn up by the Notary Public Krzysztof Łaski at his Notary Office in Warsaw (Register A No. 358/2009) conducts its activity in pursuance of the Foundations Act of April 6, 1984 (Journal of Laws of 1991 No. 46 item 203 as amended) and provisions of this Charter.
2. The Foundation may use the abbreviated name of: “PROJAN Foundation”.
3. The Foundation shall have legal personality.

§ 2.

1. The Foundation shall conduct its activity within the territory of the Republic of Poland.
2. The Foundation shall have its registered office in the Capital City of Warsaw.
3. The Foundation may set up permanent and temporary field branches for the execution of its tasks laid down in this Charter.
4. The Foundation may run branches abroad.

§ 3.

The life of the Foundation shall be unlimited.

§ 4.

1. The Foundation may use a round stamp with the inscription containing its name and indicating its registered office.
2. The Foundation may use a distinctive mark designed by the Board of the Foundation.

CHAPTER ONE

FOUNDATION GOALS AND RULES OF ACTIVITY

§ 5.

GOALS

The objective of the Foundation is to contribute to the thorough development of Polish society, particularly in such areas as health protection, social care and aid, education and upbringing, culture and science, preservation of historic monuments, economic growth and promotion of science, and especially to undertake activities aimed at promoting the progress of civilisation and combating social exclusion.

§ 6.

MEANS

The Foundation shall complete its goals defined in § 5 of this Charter by conducting (or providing the entities in charge with financial, material or organisational support in particular):

1. activities aimed at giving equal opportunities to groups and individuals that are weaker or threatened with social exclusion,
2. activities fostering health prevention and a healthy lifestyle, saving health and life, alleviating the distress connected with a stay at a medical facility or helping one cope with a bad medical diagnosis,
3. activities supporting growth of local communities, local-government communities, non-government organisations as well as other institutions and individuals acting in support of public welfare in various areas of social life (including health protection, education and upbringing, sport and recreation, culture and art, information, science, entrepreneurship, environmental and humanitarian protection, charity, volunteer work),
4. research, scientific, information and publishing programs aimed at gaining, exploring and promulgating knowledge in the field of social, economic and cultural phenomena recognised as important to the goals of the Foundation,
5. scholarship and training programs for pupils and students of all types of schools, volunteers and specialists in various areas,
6. national and international cooperation with the aim of promoting democracy, economy, education, science, culture, health and environmental protection, social and humanitarian aid, information exchange, peaceful and harmonious coexistence of people of different nationalities, cultures and denominations,
7. activities aimed at promoting and promulgating the principles of a civil society, a democratic state of law and a social market economy,
8. activities aimed at protecting the rights and freedoms of all groups, minorities and individuals,
9. activities aimed at developing and promoting social enterprise and responsibility,
10. activities for the benefit of objects of remembrance and historic monuments,
11. activities for the benefit of cultural and national heritage.

CHAPTER THREE

ASSETS OF THE FOUNDATION

§ 7.

Assets of the Foundation shall consist of:

1. the founding capital brought by the Founders of PLN 140,000 (in words: one hundred and forty thousand zloty) declared in the notary deed of its founding,
2. financial resources, chattels and properties acquired by the Foundation in the normal course of its activity.

§ 8.

Income of the Foundation shall include:

1. subsidies, collections, aid programs, inheritances, bequests and donations from domestic and foreign nationals,
2. income from property rights, chattels and properties,
3. income from limited rights in rem,
4. income from property rights on intangible assets,
5. interest, investments and bank deposits,
6. income from capital operations,
7. income from lotteries and public events,
8. penalty assessments.

§ 9.

1. The Board may award the “Jan Waksmundzki Award” as well as other awards and distinctions in recognition of special services for the Foundation or in the field of the Foundation’s activity to natural and legal persons as well as entities without legal personality.
2. The Board may also choose a different form to express gratitude to anyone who has made a donation to the Foundation or has contributed to its growth in any other way.

§ 10.

1. Decisions on whether to accept an inheritance, a bequest, a subsidy or a donation shall be made by the Board of the Foundation.
2. The Foundation may not accept a bequest, a subsidy or a donation if it is known at the time of making the decision that they are burdened in a manner preventing the Foundation from making any use of these benefits.
3. Whenever the Foundation is anticipated to inherit, the Board shall issue a statement about accepting the inheritance as a whole only if it is evident at the moment of issuing this statement that the assets of succession exceed inheritance debts to a considerable degree.

CHAPTER FOUR

BODIES OF THE FOUNDATION

§ 11.

1. The Bodies of the Foundation shall be the Council of the Foundation and the Board of the Foundation.
2. The Council or the Board may also appoint other bodies.
3. The Founders and third parties might act as members of the bodies.

§ 12.

COUNCIL OF THE FOUNDATION

1. The Council of the Foundation shall consist of all the Founders, excluding the Founders appointed for the Board.
2. Whereas it is the will of the Founders, members of the Waksmundzki family, for the minor Joanna Waksmundzka, the daughter of Jacek and Iwona Waksmundzki, to participate in the Foundation, the Founders hereby declare that Joanna Waksmundzka shall become a member of the Council upon reaching the age of maturity.
3. The Council shall have the right to appoint a third party as its member by way of resolution.
4. Excluding the decisions defined in 13 (2), the Council shall not make any decisions binding for the Board of the Foundation.
5. Members of the Council may act either individually or jointly.

§ 13.

1. The Council shall have the following scope of responsibility:

1. proposing new directions and methods of activity for the Foundation,
2. issuing opinions on the activity of the Foundation,
3. evaluating the activity of the Board,
4. advising upon requests of the Board,
5. submitting enquiries regarding the activity of the Foundation to the Board.

2. The Council shall also be authorised to:

1. appoint and dismiss members of the Board of the Foundation and other bodies,
2. represent the Foundation in relations between the Foundation and members of the Board.

§ 14.

1. The Council shall appoint the Presidium of the Council from its members consisting of: the Chairperson, the Deputy Chairperson and the Secretary.
2. The term of each member of the Presidium of the Council shall last for 3 years.
3. Members of the Council may be reappointed to the same position within the Presidium of the Council.
4. Membership and fulfilling a given function within the Council shall be honorary.

§ 15.

1. The Council shall conduct its activity at sessions convened if necessary by the Chairperson or the Deputy Chairperson of the Presidium of the Council in agreement with the Board of the Foundation.
2. Convening sessions of the Council shall not be mandatory.
3. The Council may conduct its activity via electronic mail or other means of distance communication.
4. The President of the Board of the Foundation or another member of the Board designated by the President shall take part in each session of the Council. The provision above also refers to other means of communication used by members of the Council.

§ 16.

1. The Council shall pass resolutions by a simple majority of votes.
2. In the case of an equal number of votes, the vote of the Chairperson of the Presidium of the Council shall prevail as long as he/she is involved in passing the resolution. Otherwise, the vote of the most senior Founder shall prevail.
3. Voting shall be open unless a secret ballot is requested by any member of the Council.
4. Minutes of the resolutions shall be taken by the Secretary of the Presidium of the Council as long as he/she is involved in passing resolutions. Otherwise, minutes shall be taken by the most junior Founder.
5. For sessions and resolutions passed by the Council to be valid, the presence of 2 members of the Council is required at the session or during voting via electronic mail or in a different method on the condition that their opinions and votes are unanimous. Votes may be cast via electronic mail on the condition that a member of the Council has given his/her permission thereto in writing and provided his/her e-mail address.

§ 17.

BOARD OF THE FOUNDATION

1. The Board of the Foundation, hereinafter referred to as the Board, shall be in charge of the Foundation’s activity, administer its assets and represent it in external affairs.
2. The Board shall have the following tasks in particular:
   1. drawing up factual and financial plans of the Foundation’s activity,
   2. drawing up reports on the Foundation’s activity,
   3. accepting donations, inheritances, bequests and subsidies,
   4. awarding diplomas, distinctions, cash and in-kind prizes as well as donations,
   5. making decisions in subject matters not reserved for the competence of the Council and other bodies.

§ 18.

1. The Board shall consist of at least 3 members appointed and dismissed by resolutions of the Council.
2. The number of the members of the Board shall be determined by the Council upon appointing new members of the Board for another term.
 

§ 19.

1. The term of the Board shall be 3 years.
2. Before the end of the term, each member of the Board may by dismissed by the Council at any time. Such a decision must contain a factual justification in all cases.

§ 20.

1. The President of the Board shall be in charge of the activity of the Board.
2. Sessions of the Board shall be convened if necessary.
3. All members of the Board shall be notified of a session of the Board in the customary manner not later than a week prior to the session date.
4. The Board may conduct its activity via electronic mail or other means of distance communication. Votes may be cast via electronic mail on the condition that a member of the Board has given his/her permission thereto in writing and provided his/her e-mail address.

§ 21.

1. The Board shall pass resolutions by a simple majority of votes. In the case of an equal number of votes, the vote of the President of the Board shall prevail.
2. Voting shall be open unless a secret ballot is requested by any member of the Board.
3. Minutes of resolutions shall be taken and signed by all members of the Board present during the session. The Board shall select the minutes secretary from among its members at each session.
4. For resolutions and decisions of the Board made both at sessions and via electronic mail or any other method to be valid, the presence of 2 members shall be sufficient on the condition that their opinions are unanimous.

§ 22.

Declarations of will on behalf of the Foundation shall be submitted individually by the President of the Board or jointly by two members of the Board.

§ 23.

Membership in the Board shall be honorary.

§ 24.

It shall be prohibited to:

1. extend loans or establish collateral on liabilities in the form of the Foundation’s assets with respect to the Founders, members of the Board and the Council, members of other bodies, employees as well as persons to whom the employees are married or remain in a direct kinship or affinity, or in secondary kinship or affinity up to the second degree, or are related on account of adoption, guardianship or custody, hereinafter referred to as “nearest of kin”,
2. transfer assets of the Foundation to the Founders, members of the Council of the Foundation and the Board, members of other bodies or employees as well as nearest of kin on rules other than those applied with respect to third parties, especially if such a transfer is free of charge or is executed on preferential conditions,
3. utilise assets of the Foundation for the benefit of the Founders, members of the Council and the Board, members of other bodies or employees as well as their nearest of kin on rules other than those applied with respect to third parties, unless such utilisation results directly from the task of the Foundation or its Founder laid down in this Charter.

CHAPTER FIVE

CHANGES IN THE FOUNDATION’S CHARTER

§ 25.

1. Any changes to this Charter shall be made by the Board.
2. Changes to the Charter may also be made individually by the President of the Board.
3. The Foundation may alter its goals, through their specification, broadening or exclusion. In particular, that shall be possible if current goals have become incompatible with the law, have lost their public character or have become unenforceable, or when the goals have been fully completed.

CHAPTER SIX

LIQUIDATION OF THE FOUNDATION

§ 26.

1. The Foundation shall be liquidated in the case where its financial resources and assets have been exhausted or pursuant to an appropriate decision of the Council or the Board.
2. The decision to liquidate the Foundation on account of exhaustion of its financial resources and assets shall be made by the Board, which in such circumstances shall appoint a liquidator or liquidators of the Foundation. Members of the recent Board or other persons appointed by the Board of the Foundation may act in the capacity of liquidators.
3. The liquidator or the liquidators shall be obliged to undertake all required legal and factual measures with the aim of collecting receivables of the Foundation, fulfilling obligations of the Foundation and disposing of its assets.
4. After the liquidation process has been duly completed, the liquidator or the liquidators shall be obliged to submit a written report on the liquidation process to the Council on the day of its completion along with appropriate motions for removing the Foundation from proper registers according to applicable provisions of the law.
5. The Foundation shall earmark all assets remaining after its liquidation for the purposes defined in § 5 of this Charter.

CHAPTER SEVEN

FINAL PROVISIONS

§ 27.

The Minister of National Education shall be the competent Minister with regard to the goals of the Foundation.

§ 28.

1. The Foundation may be merged with a different foundation.
2. The Foundation may be split into other foundations.
3. This Charter shall come into force and be effective on the day of entering the Foundation into the National Court Register.
4. This Charter has been adopted by the Founders according to conditions following from the provisions of the Foundations Act of April 6, 1984 (Journal of Laws of 1991, No. 46 item 203 as amended) as well as conditions defined in the founding act of the Foundation.