Statute

CONSOLIDATED TEXT

including changes as of the 30th of September 2010

S T A T U T E

OF THE PRINCES LUBOMIRSKI FOUNDATION [FUNDACJA KSIĄŻĄT LUBOMIRSKICH]

General provisions

§ 1

The foundation under the name of FUNDACJA KSIĄŻĄT LUBOMIRSKICH, hereinafter referred to as the Foundation, established by Stanisław Stefan Lubomirski – Lanckoroński, hereinafter referred to as the Founder, by the notary’s deed drawn up by the notary public Tomasz Zięcina in the notary’s office in Kraków at 7/1 Masarska St, on the 10th of September 2009 (Rep. A No 11366/2009), as amended by the annex to the foundation’s Founding Act included in the notary’s deed drawn up by the notary public Tomasz Zięcina in the notary’s office in Kraków at 7/1 Masarska St, on the 15th of October 2009 (Rep. A No 12709/2009), operates under the provisions of the Act of the 6th of April 1984 on the Foundations (consolidated text: Journal of Laws of 1991, No 46, item 203 with further amendments) and the provisions hereof.
The Foundation is apolitical and has been established so as to propagate education and support patriotic and pro-social conduct of the next generations of the Poles.

§ 2

The Foundation has a legal personality.

§ 3

The Foundation is seated in the city of Kraków.

§ 4

The Foundation has been established for an indefinite duration.

§ 5

The Foundation may operate within the territory of the Republic of Poland. However to an extent required to achieve its goals, it may also operate outside the Republic of Poland.

§ 6

The Foundation may:

establish representative offices in the Republic of Poland and abroad,
set up and join commercial companies or participate in foundations.

§ 7

The Minister of Culture and National Heritage exercises supervision of the Foundation with regard to its goals.

§ 8

The Foundation may establish badges, medals of honour and award them together with other honourable mentions to private individuals and legal entities who rendered great services to the Foundation.

The Foundation’s goals and rules of operation.

§ 9

The Foundation’s goals are to:

create and provide conditions to disseminate and propagate patriotic, humane, pro-social conduct;
support education-, culture- and art-related activities, which develop the conduct referred to in subclause 1;
help in education and a start in life, and conduct activities for enterprise development as well as activation in the labour market and in life for young people coming from families who rendered great service to Poland;
develop and reinforce conduct aimed at active cooperation on development of patriotic society;
conduct activities for organizations, whose statutory goals are: academic, academic and technical, educational, cultural activities and in the field of physical culture and sport.

§ 10

The Foundation accomplishes statutory goals through:

1. Programme support for and the financing or subsidizing of:

scientific research projects carried out by schools and institutions of higher education,
internship and apprenticeship for pupils and students,
the purchase of equipment essential to make schools and institutions of higher education operate,
TV and radio programmes and publishing houses of cultural, scientific, research and educational profile,
scholarships which make it easier for persons of Polish origin but residing outside to study in Poland, with particular emphasis on persons coming from the territory of the former Eastern borderlands of the Republic of Poland,
cultural, scientific and educational projects carried out in particular in town historically related to the Lubomirski family,
research and archival activities with particular emphasis on documentation of Communist (totalitarian) crimes,
renovation and revitalization of historic buildings, in particular those, which are connected with the Lubomirski family,
groups of historical reconstructions,
activities of institutions of public life carrying out tasks in the field of protection of fundamental human and civil rights,
international cooperation for development of education, science, culture, exchange of information, social and humanitarian help,
activities for enterprise development and activation in the labour market.

Integration of the environment of historical families of Polish aristocracy and advocacy of interests of the environment of families who rendered the greatest service to Poland – through organizing meetings, conventions, charity events.

Apart from carrying out undertakings initiated by itself, the Foundation cooperates with other institutions, organizations and persons so as to achieve joint statutory goals. This cooperation can be in the form of organizational support, part or full financing of an undertaking or help in receiving essential funds from other sources.

The Foundation may establish cooperation and cooperate with local government authorities, government authorities and non-governmental organizations for the purposes set out in the Foundation’s rules of operation.

No aspects of activities of the Foundation shall be construed as replacing state institutions in fulfilling their statutory duties.

§ 11

The Foundation also carries out statutory goals through membership in or support organizations composed of Polish and foreign foundations having consistent or identical goals with the Foundation’s ones.

Assets and revenues of the Foundation.

§ 12

The Founder equipped the Foundation with the founding capital of PLN 100,000.00 (one hundred thousand zlotys), PLN 5,000 (five thousand zlotys) of which is designated for carrying out the business activities of the Foundation, while PLN 10,000 (ten thousand zlotys) constitutes the guarantee fund. The guarantee fund, deposited in a Polish bank, is designated for covering possible losses of the Foundation, whereas amounts due from interest – for financing activities of the Foundation.

§ 13

The Foundation does not operate in order to make a profit, and revenue received shall be designated for fulfilling the statutory goals.
Funds for fulfilling the Foundation’s goals and covering costs of its activities come from: the founding capital and donations of the Founder, donations, subventions, domestic and foreign inheritance, revenues from assets, properties and proprietary rights of the Foundation, including but not limited to securities and other financial instruments available on the capital market, revenues from subsidies and subventions as well as from grants, collections and public events, interest and bank deposits, revenues from its own business activity and from shares in the profits of legal persons.

§ 14

Revenues from subsidies, subventions, donations, inheritance and bequests may be used to fulfill the Foundation’s goals only with respect for bequeathers’ or donators’ will.
The donator, transferring assets to the Foundation, may stipulate that those assets are to be designated for a specified kind of activities of the Foundation. If the goal of using assets is not defined while transferring them, the Foundation may designate the assets for any statutory goals.
In any cases of accepting donations and inheritance, declarations required by law shall be made by the Management Board of the Foundation.
In the case of appointment of the Foundation to inheritance, the Management Board shall be entitled to make a declaration of acceptance of the inheritance under limitation of liability.

§ 15

The Foundation may amass its funds in the Polish currency or in foreign currencies in appropriate banks, in accordance with the regulations of the Polish foreign exchange law.

§ 16

The Foundation may conduct its business activity in the territory of the Republic of Poland and abroad solely to the extent required to fulfill the statutory goals.
The scope of the business activity conducted by the Foundation include:

the organization and conduct of exhibition centres, museums, conference centres, hotels, restaurants [*Operation of museums, Operation of historical sites and buildings as well as similar tourist attractions, Hotels and similar accommodation, Activities related to the organization of fairs, exhibitions and congresses, Buying and selling of own properties, Rental and management of own or leased properties];
manufacturing activities of articles of a regional nature and in accordance with traditional prescription and procedures [*Manufacture of beer, Manufacture of jewellery and related articles];
television and radio production [*Activities related to the production of films, video recordings and television programmes, Broadcasting television programmes freely available and on a subscription basis];
the organization of intimate and mass events: symposia, scientific sessions, conferences, conventions, exhibitions and concerts [*Activities related to the organization of fairs, exhibitions and congresses];
publishing activities including the publishing and distributing of books, magazines and occasional publications, as well as the organization of promoting publications [*Other printing, Other publishing activities, Publishing books];
the organization of tours, sighteeing [*Activities of tour operators];
the purchase and sale of masterpieces of art, antique military items and numismatic items [*Retail sale of other new articles in specialised shops, Retail sale of second hand articles in specialised shops, Other professional, scientific and technical activities, not elsewhere classified];
activities related to raising and redistribution of financial means through investing in securities or other assets on its own or beneficiaries’ behalf, excluding management [*Activities of trusts, funds and similar financial institutions];
the control and management of other companies or enterprises [*Activities of head offices and holdings, excluding financial holdings];

[* …] in accordance with PKD 2007

§ 17

The Foundation may conduct its business activity directly or in the form of organizational units – “Institutions”, separated by resolution of the Management Board.

§ 18

The Foundation conducts financial economy and accounting in accordance with the norms of law binding upon legal persons.

§ 19

The business activity, as referred to in § 16, section 2, may be conducted to the extent required to fulfill the statutory goals of the Foundation.

The Authorities of the Foundation.

§ 20

The Authorities of the Foundation are:

The Management Board of the Foundation,
The Council.

§ 21

The Management Board of the Foundation is composed of not more than five persons.
The Management Board comprises Jan Eugeniusz Lubomirski-Lanckoroński, who, respecting the will of the Founder, shall hold the position of President for life. The rest of the members of the Management Board are appointed by the President on a three-year joint term of office.
The position of the member of the Management Board can be held for more than one term of office.
The President establishes remuneration of the members of the Management Board. The remuneration of the President of the Management Board cannot exceed 10 % of annual revenues of the Foundation from business activities calculated along with the profit from the participation of the Foundation in the profits of legal persons.
The collective Management Board may appoint from among its members one or two Vice Presidents.
Individual members of the Management Board of the Foundation may be recalled from office before the term of office expires by the President of the Management Board. All the members of the Management Board of the Foundation may also be recalled by resolution adopted unanimously by all members of the Council of the Foundation. The President of the Management Board cannot be recalled by the Council of the Foundation.
Jan Eugeniusz Lubomirski-Lanckoroński may cease to hold the position of the President of the Management Board as a result of his resignation from holding the position, loss of legal capacity or when recalled by the Founder.
In the case of resignation from the position of the President of the Management Board by Jan Eugeniusz Lubomirski-Lanckoroński, He shall appoint his successor.
In the case when the Founder recalls Jan Eugeniusz Lubomirski-Lanckoroński from the position of the President of the Management Board, the Founder shall simultaneously appoint a new President of the Management Board.
In the case of death or loss of legal capacity by the President of the Management Board, the Council shall appoint a new President of the Management Board respecting the will of the Founder, in order to appoint, in the first place, among the remote descendants of the Founder, the members of the Lubomirski family, belonging to the noble clan of “Szreniawa” if he accepts this position.
The Council appoints a new President of the Management Board, in the manner specified in section 10, in the case when the current President of the Management Board submits his resignation from the position and simultaneously does not make a statement about the appointment of his successor.

The organizational structure and forms of the activities of the Management Board are defined in the Regulations.

§ 22

The Management Board is a decision making body; it also conducts the Foundation’s activities and represents it outside.
The tasks of the Management Board are, in particular:

to adopt annual action plans of the Foundation and financial plans,
to adopt the Regulations of the Management Board,
to manage the assets of the Foundation,
to determine the headcount and the amount of funds for remunerations of employees of the Foundation,
to make decisions on all matters of the Foundation not entrusted to the competence of other bodies, including a merger with another Foundation, amending the statute of the Foundation, and the liquidation of the Foundation,
to accept donations, inheritance, bequests, subventions and subsidies; to make decisions on joining companies, associations and other organizations as well as establishing thereof,
to make decisions on amendments to the statute of the Foundation,
to make decisions on a merger with another Foundation and the liquidation of the Foundation,
to make decisions concerning the use of the assets of the Foundation remaining after Its liquidation.

3. The Management Board makes decisions at its meetings in the form of resolutions – by simple majority of votes of the members of the Management Board present at the meeting. In the case of a tied vote, the President of the Management Board shall have the casting vote.

4. All the members of the Management Board must be notified about the meeting. The presence of half of the members of the Management Board is required to make decisions.

5. The Management Board may appoint proxies to manage a separated scope of matters belonging to the tasks of the Foundation.

6. The Management Board is obliged to submit to the Council of the Foundation, each year, until the 30th of September, an annual report on the activities of the Foundation.

7. In order to evaluate projects undertaken by the Foundation, the Management Board may appoint consultants and teams thereof from among scientists or practitioners and commission them to carry out relevant studies.

The Council of the Foundation.

§ 23

The Council of the Foundation exercises control over the implementation of the Foundation’s goals.
The Council of the Foundation is composed of at least three members. The Founder is the first of the members.
The Founder invites members of the first composition of the Council of the Foundation. The subsequent members of the Council of the Foundation for the positions not longer held by the current members or for extending the composition shall be appointed by resolution of the Council of the Foundation. The resolution shall require the countersignature of the President of the Management Board, otherwise being null and void.
Membership in the Council of the Foundation shall cease in the case of the resignation from the membership in writing or death of the member of the Council.
In particularly justified cases, deprivation of the membership in the Council of the Foundation may occur as a result of a resolution adopted unanimously by the remaining members of the Council of the Foundation.
It is not allowed to hold the membership in the Council of the Foundation and the position on the Management Board of the Foundation at the same time.
In the case of appointment of a member of the Council of the Foundation, with his consent, to the Management Board of the Foundation, membership of such a person in the Council shall be suspended while holding the position or for the duration of the employment relationship accordingly.
The members of the Council do not receive remuneration for participation in the work of this body [except for reimbursement of documented expenses related to participation in the work of these bodies, including travel costs].

§ 24

The first Chairman of the Council of the Foundation is Stanisław Stefan Lubomirski-Lanckoroński. The Council of the Foundation appoints subsequent Presidents from among its members. A new President is appointed upon request submitted by at least 1/3 of the members of the composition of the Council of the Foundation.
The Chairman directs the work of the Council of the Foundation, represents it outside, convenes and chairs meetings of the Council of the Foundation.

§ 25

The Council of the Foundation convenes, if necessary, at least once a year.
The Chairman convenes the Council of the Foundation on his own initiative or upon request of the Management Board or the Founder submitted in writing.
The Council of the Foundation makes decisions in the form of resolutions – by simple majority of votes of the members of the Council of the Foundation. In the case of a tied vote, the Chairman shall have the casting vote. In the absence of a quorum, the Chairman shall set a new date for the meeting of the Council of the Foundation and notify this fact to those absent.
The Council of the Foundation, in the course of exercising its functions, may use opinions and assessments made by specialists appointed for this purpose.
Resolutions of the Council of the Foundation are in nature of desiderata to the Management Board. In the case of withdrawal thereof, the Management Board shall be obliged to take a stance thereon in writing within 60 days.
The mode of operation of the Council of the Foundation is defined in the Regulations adopted thereby.

§ 26

The tasks of the Council of the Foundation are, in particular:

to identify the main directions of activities of the Foundation,
to evaluate the work of the Management Board,
to appoint the President of the Management Board, in the event of circumstances envisaged in § 21.10,
to approve annual reports on the implementation of the Foundation’s goals by the Management Board and the balance sheet,
to express opinions on the Management Board’s decisions, in which unanimity is required – on merging with another Foundation, on the liquidation of the Foundation and the change of the statute,
to put forward to the Management Board proposals on considering the advisability of taking the decision on the merger with another Foundation, the liquidation of the Foundation or the change of the statute.

§ 27

The Council of the Foundation in order to perform its duties is entitled to request the Management Board to provide any documents relating to the Foundation’s activities.

The Board of the Foundation

§ 28

The Board of the Foundation is a consultative advisory body of the Foundation. The Board of the Foundation promotes the goals for the implementation of which the Foundation has been established. The responsibilities of the Board of the Foundation are, in particular:

to propose new directions and areas of the activities of the Foundation,
to initiate programmes or other activities of an advisory nature, in particular submitting opinions on the priorities in the current activities of the Foundation to the bodies of the Foundation,

§ 29

1. The members of the Board of the Foundation are persons of recognized standing, particularly deserved for the Foundation, invited to participate in the deliberations of the Board of the Foundation by the President of the Management Board.

2. The President of the Management Board of the Foundation appoints a Member of the Board of the Foundation, after the invited person has given his/her consent to be involved in the work of the Board of the Foundation and if not previously objected to by the Founder. The appointment shall be for an indefinite duration.

3. The members of the Board of the Foundation may be private individuals and representatives of legal entities, who support the Foundation in terms of the substance, organizational and material matters.

4. The membership of the Board of the Foundation shall expire in the case of the death of the private individual, the declaration of bankruptcy or liquidation of the legal entity, submitting the resignation or the recall.

5. The Member of the Board of the Foundation may be recalled by the President of the Management Board in the case of:

court deprivation of public rights or loss of legal capacity,

particular circumstances, which make it impossible in the long term or significantly impede the fulfilment of the Board of the Foundation’s tasks by Him/Her or cause loss of confidence in a given Member of the Board of the Foundation.

§ 30

1. The meetings of the Board of the Foundation may be held if necessary.

2. The meetings of the Board of the Foundation are convened by the Management Board of the Foundation; on its own initiative, upon request of 1/3 of the members of the Board of the Foundation or the Founder.

3. The Board of the Foundation makes decisions by resolution. Resolutions are adopted by simple majority of votes with at least half of the Members of the Board of the Foundation present. In the case of a tied vote, the Chairman of the meeting shall have the casting vote.

4. The mode of operation of the Board of the Foundation is defined in the Regulations adopted thereby.

§ 31

The Members of the Board of the Foundation may attend all campaigns, events and undertakings organized by the Foundation or with its participation.

The Ceremonial Reunion of the Foundation

§ 32

The Ceremonial Reunion of the Foundation accompanied by debates of the Board of the Foundation shall be held upon request of the Founder or the President of the Management Board.

§ 33

The Ceremonial Reunion of the Foundation constitutes a joint debate of the members of the Management Board of the Foundation, the Council of the Foundation and the Board of the Foundation as well as invited donators, the subject of which is fulfilment of the statutory goals by the Foundation, the summary of achievements and the formulation of aims.

§ 34

The President of the Management Board of the Foundation and the Chairman of the Council of the Foundation attend the debates of the Board of the Foundation.

The manner of Representation

§ 35

In the case of the collective Management Board, declarations of will in the name of the Foundation shall be made by two members of the Management Board acting jointly, however in cases of hiring employees and in those not related to incurring pecuniary obligations exceeding 50,000 (fifty thousand) zlotys – declarations of will in the name of the Foundation may be made individually by the President of the Foundation.

The change of the Statute

§ 36

The Management Board on its own initiative shall make changes in the statute of the Foundation upon receipt of the opinion of the Council of the Foundation, or as a result of accepting the application of the Council of the Foundation. Changes of the statute may complement the goals set out in the founding act. Changes of the statute shall not repeal the goals for the implementation of which the Foundation has been established.

The merger with another foundation

§ 37

The Foundation may merge with another foundation in order to effectively fulfill its goals.
The merger with another foundation shall not be effective if the outcome thereof could significantly change the Foundation’s goal.

§ 38

The Management Board shall be competent in the case of a merger with another Foundation, its decisions are made by unanimous resolution, and effectiveness thereof requires receipt of the opinion of the Council of the Foundation in this respect.

The liquidation of the Foundation

§ 39

The Management Board shall adopt a resolution on the liquidation of the Foundation when it is found impossible to fulfill the goals the Foundation has been established for or in the event of exhaustion of financial resources and assets of the Foundation.
The Management Board makes the decision on the liquidation by unanimous resolution, which in order to have legal effects requires the Council of the Foundation to express the opinion at the immediately convened meeting.
The Management Board carries out the liquidation of the Foundation.
The funds remaining after the liquidation of the Foundation shall be transferred for public benefit purposes to the public benefit organizations, operating in the territory of the Republic of Poland, whose statutory goals are similar to the Foundation’s goals.

Kraków, the 25th of June 2011

Stanisław Stefan Lubomirski -Lanckoroński

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