BYLAWS
ART STATIONS FOUNDATION
(consolidated text upon amendments as of 26 July 2010)
Chapter 1
General provisions
§ 1.
1. Grażyna Kulczyk, hereinafter referred to as the “Founder”, establishes a public benefit foundation by the name of ART STATIONS FOUNDATION, hereinafter referred to as the “Foundation”.
2. The Founder designates an amount of PLN 5,000.00 (five thousand) as the Foundation’s property (foundation capital), including an amount of PLN 1,000.00 (one thousand) for the commercial activity of the Foundation aimed at acquiring resources for the implementation of the Foundation’s objectives.
3. The Foundation acts under the terms of the Foundations Act of 6 April 1984 (Journal of Acts of 1991, No. 46, item 203 as amended), under the provisions of the Public Benefit and Volunteering Act of 24 April 2003 (Journal of Acts of 2003, No. 96, item 873) and the provisions of these Bylaws.
4. The Foundation acquires legal status as of the moment of its entry to the National Court Register.
§ 2.
The Foundation’s name is registered.
§ 3.
1. The Foundation is seated in Poznań.
2. The Foundation’s activity may be conducted within the Republic of Poland and abroad. The Foundation may entrust the representation of its interests abroad to foreign natural and legal persons.
3. The Foundation may set up new branches and institutions and merge with other foundations on conditions defined each time by a resolution of the Foundation’s Board, adopted upon the consent of the Foundation’s Council expressed by means of a resolution. The Foundation may open its branches outside the Republic of Poland.
§ 4.
The Foundation may engage in commercial activity to the extent which serves the execution of its objectives as defined in the Bylaws.
Chapter 2
The Foundation’s objectives and principles of activity
§ 5.
1. The Foundation’s objective is to support and promote art and culture and to facilitate and increase the availability of art and culture to the general public.
2. In order to obtain financial resources for the implementation of its objectives as defined under section 1 herein, the Foundation may engage in commercial activity and take part in companies and other entities and organisations.
§ 6.
1. The Foundation implements its objectives in particular through the following:
1) supporting natural and legal persons as well as entities with no legal status and their activities in the area of financing, inspiring, supporting, and coordinating activities aiming at enhancing access of the general public to culture and the arts, and conducting own activities in this respect,
2) acquiring tangible and financial resources for the logistical and financial support of authors and artists and of initiatives at the service of culture and its authors, and conducting own activities in this respect,
3) creation of collections of Polish and foreign art,
4) exhibition and fair organisation services (NACE 74 87 A),
5) purchase and sale of works of art, including by auction, tender and fair,
6) initiating projects and actions with a view to promoting culture and the arts and their authors,
7) protection of cultural and artistic heritage,
8) preservation of historical sites and buildings,
9) research and experimental development on cultural studies and fine arts (NACE 73 20 G),
10) supporting activities of natural and legal persons as well as entities with no legal status with respect to access to education, in particular supporting especially gifted individuals from circles requiring logistical and financial support and conducting own activities in this respect,
11) raising civic and cultural awareness,
12) foreign languages education (NACE 80 42 A),
13) adult and other education n.e.c. (NACE 80 42 B),
14) motion picture projection (NACE 92 13 Z),
15) operation of galleries and exhibition venues (NACE 92 31 E),
16) operation of culture venues and centres (NACE 92 31 F),
17) artistic and literary creation n.e.c. (NACE 92 31 G),
18) operation of arts facilities (NACE 92 32 Z),
19) operation of non-public libraries (NACE 92 51 B),
20) operation of archives (NACE 92 51 C),
21) operation of museums (NACE 92 52 A),
22) publishing of books (NACE 22 11 Z),
23) publishing of journals and periodicals (NACE 22 13 Z),
24) research and experimental development on other social sciences and humanities (NACE 73 20 I),
25) motion picture and video production (NACE 92 11 Z),
26) other service activities, n.e.c. (NACE 93 05 Z),
27) radio and television activities,
28) cooperation with eminent authorities in the area of science, culture, the arts, politics, and economy, and cooperation with domestic and foreign organisations, science centres, higher education institutions, and the communications media,
29) organisation, financing or co-financing of conferences, meetings, lectures, seminars, competitions, exhibitions, shows, and concerts and support of cultural and artistic projects, as well as conferring awards and granting scholarships,
30) creation, also in cooperation with other domestic and foreign entities, promotion and implementation of programs fostering the implementation of the Foundation’s objectives,
31) cooperation with public institutions and third-sector organisations active within the areas of the Foundation’s objectives,
32) granting awards to individuals implementing the Foundation’s objectives.
2. Activities listed under section 1 herein are carried out on a non-profit basis.
§ 7.
1. The Foundation’s property includes resources transferred by the Founder and third parties.
2. The Foundation shall obtain its finances in particular from:
a) income on the Foundation’s property,
b) income on the Foundation’s commercial activity,
c) donations, legacies, bequests, and any and all property donations acquired by the Foundation from domestic and foreign natural and legal persons as well as entities with no legal status;
d) income from money-raising projects, auctions, public events,
e) other income.
3. The property and income of the Foundation shall be used for the implementation of its objectives as defined in the Bylaws and for covering the costs of the Foundation’s operation.
4. It is expressly prohibited to:
a. grant loans from or securing liabilities against the Foundation’s property with respect to the Founder, members of the Foundation’s authorities or its employees or persons with whom the employees are married or related by blood or marriage directly or to the second degree or are related by adoption, care or guardianship, hereinafter referred to as the “relatives”,
b. transfer the Foundation’s property for the benefit of the Founder, members of the Foundation’s authorities or its employees and their relatives, according to principles different from those applied to third parties, in particular if the said transfer is effected free of charge or on preferential terms,
c. make use of the Foundation’s property for the benefit of the Founder, members of the Foundation’s authorities or its employees and their relatives according to principles different from those applied to third parties, unless the said use arises directly from the Foundation’s objective as defined under § 6 of the Bylaws,
d. purchase, under special conditions, goods or services from entities with the participation of the Founder, members of the Foundation’s authorities or its employees and their relatives.
Chapter 3
Commercial activity
§ 8.
1. The Foundation may carry out commercial activity in the following areas:
a) retail sale of second-hand goods in stores (NACE 55 50 Z),
b) operation of hotels (NACE 55 10 Z),
c) operation of restaurants (NACE 55 30 A),
d) operation of other catering establishments (NACE 55 30 B),
e) operation of canteens (NACE 55 51 Z),
f) preparation and supply of food for external clients (catering) (NACE 55 52 Z),
g) development and selling of real estate (NACE 70 11 Z),
h) buying and selling of own real estate (NACE 70 12 Z),
i) letting of own property (NACE 70 20 Z),
j) management of real estate on a fee or contract basis (NACE 70 32 Z),
k) research and experimental development on cultural studies and fine arts (NACE 73 20 G),
l) exhibition and fair organisation services (NACE 74 87 A),
m) foreign languages education (NACE 80 42 A),
n) adult and other education n.e.c. (NACE 80 42 B),
o) distribution of motion pictures and videos (NACE 91 12 Z),
p) motion picture projection (NACE 92 13 Z),
q) operation of galleries and exhibition venues (NACE 92 31 E),
r) operation of culture venues and centres (NACE 92 31 F),
s) artistic and literary creation n.e.c. (NACE 92 31 G),
t) operation of arts facilities (NACE 92 32 Z),
u) operation of non-public libraries (NACE 92 51 B),
v) operation of archives (NACE 92 51 C),
w) other entertainment activities n.e.c. (NACE 92 34 Z),
x) operation of museums (NACE 92 52 A),
y) preservation of historical sites and buildings (NACE 92 52 B),
z) other sporting activities (NACE 92 62 Z),
z1. publishing of books (NACE 22 11 Z),
z2. publishing of journals and periodicals (NACE 22 13 Z),
z3. other publishing (NACE 22 15 Z),
z4. printing n.e.c. (NACE 22 22 Z),
z5. retail sale of books (NACE 52 47 A),
z6. research and experimental development on other social sciences and humanities (NACE 73 20 I),
z7. public opinion polling (NACE 74 13 Z),
z8. business and management consultancy activities (NACE 74 14 A),
z9. advertising (NACE 74 40 Z),
z10. photographic activities (NACE 74 81 Z),
z11. other business activities n.e.c. (NACE 74 87 Z),
z12. motion picture and video production (NACE 92 11 Z),
z13. radio and television activities (NACE 92 20 Z),
z14. news agency activities (NACE 92 40 Z),
z15. other service activities n.e.c. (NACE 93 05 Z),
z16. retail sale of books, newspapers and stationery (NACE 52 47 B),
z17. management of social activities (NACE 75 12 Z),
z18. physical therapy activities (NACE 85 14 A),
z19. psychological and psychotherapeutic activities (NACE 85 14 D),
z20. residential care of children and young people (NACE 85 31 A),
z21. other social work activities with accommodation (NACE 85 31 B),
z22. psychological and educational counselling centres (NACE 85 32 B),
z23. other social work activities without accommodation (NACE 85 32 C),
z24. other human health activities n.e.c. (NACE 85 14 E).
2. The Foundation may carry out commercial activity directly or by means of separate entities set up by itself; the mode of their establishment, liquidation, principles and scope of operations are determined by the Foundation’s Council at the request of the Foundation’s Board, upon an opinion expressed by the Foundation’s Policy Council.
3. As to its commercial activities, the Foundation shall carry out its financial and accounting operations in accordance with the relevant binding provisions.
4. The Foundation carries out commercial activity to the extent necessary for the implementation of its objectives as defined in the Bylaws.
Chapter 4
Authorities and organisation of the Foundation
§ 9.
1. The Foundation’s authorities are the Foundation’s Council and the Foundation’s Board.
2. Members of the Foundation’s authorities are appointed by the Founder for an indefinite period of time.
3. The mandate of a members of the Foundation’s authorities expires at the moment of death, written resignation or revocation by the Founder.
§ 10.
1. The Foundation’s Council is a collegial authority of audit and supervision provided in the Bylaws, separate from the Board. As to its powers of supervision, the Foundation’s Council is not answerable to the Board.
2. The Council shall have the powers of initiating activities, forming opinions and supervision.
3. The Foundation’s Council members may include only persons who:
a. are not members of the Board and are not related to them by blood or marriage or subordinate to them through the employment relation,
b. have not been sentenced by a valid and final judgment for a premeditated offence.
4. The Foundation’s Council is composed of two to five persons, including the Chairperson of the Council.
5. The Foundation’s Council members include the Founder and persons appointed by the Founder. Each of the Foundation’s Council members appointed by the Founder may be revoked by the Founder.
6. The powers of the Foundation’s Council include:
a. liquidating the Foundation,
b. determining remuneration for the management of the Foundation,
c. evaluating of the Foundation’s ongoing operations and supervision over the activities of the Foundation’s Board, including the recognition and approval of annual report of the Board,
d. establishing of the Foundation’s activities programs and plans and approval of plans submitted by the Board,
e. approving the Foundation’s organisation structure,
f. inspiring the Foundation’s directions of activity,
g. expressing opinions in all matters vital for the Foundation, in particular in matters submitted by the Board,
h. sale or disposal in another way of a significant part of the Foundation’s property, including the designation of part of the property for the commercial activity of the Foundation;
i. other matters submitted by the Board or discussed by the Foundation’s Council on the initiative of the Chairperson of the Foundation’s Council.
7. Members of the Foundation’s Council shall be responsible for due care of the Foundation’s interests and for taking actions supporting the implementation of the Foundation’s objectives as defined in the Bylaws.
8. Resolutions of the Foundation’s Council shall be binding upon being adopted by a majority of votes irrespective of the number of members present; the presence of the Chairperson is mandatory. In the event of a draw, the Chairperson shall have the casting vote.
9. A representative of the Foundation’s Board may take part in meetings of the Foundation’s Council.
10. The Founder as a Member of the Foundation’s Council shall be entitled to perform an audit of the Foundation in her own capacity.
11. Outside meetings of the Foundation’s Council, the Founder as a Member of the Foundation’s Council shall be entitled to perform in her own capacity any and all entitlements of the Foundation’s Council.
12. Meetings of the Foundation’s Council are convened by the Founder.
13. Detailed principles and mode of operation of the Foundation’s Council are defined under the Rules of the Foundation’s Council determined by the Founder.
14. Members of the Foundation’s Council may be reimbursed for reasonable expenses or receive remuneration whose amount shall be determined by the Founder; said remuneration cannot exceed that defined under Art. 8 section 8 of the Act of 3 March 2000 on remuneration of persons managing selected legal entities (Journal of Acts No. 26, item 306, of 2001 No. 85, item 924 and No. 154, item 1799, of 2002 No. 113, item 984, of 2003 No. 45, item 391 and No. 60, item 535, and of 2003 No. 180, item 1759).
§ 11.
1. The Foundation’s Board shall be composed of from one up to three persons. Contracts with the Board are concluded on behalf of the Foundation by the Founder or a member of the Foundation’s Council authorised by the Founder in writing. In the event the Board is composed of more than one person, each and every member of the Board shall be entitled to represent the Foundation in his or her capacity.
2. In the event the Board is composed of more than one person, the Founder assigns to one member of the Board the position of the Chairperson of the Foundation’s Board.
3. The powers of the Board include:
a) management of the ongoing operation of the Foundation and its external representation,
b) management of the Foundation’s property,
c) adoption of annual and long-term financial plans,
d) adoption of the Foundation’s action plans,
e) acquisition of subsidies, donations, bequests, and legacies,
f) suggesting the Foundation’s organisational structure,
g) expressing opinions on decisions concerning the amendment of the Foundation’s Bylaws and its liquidation,
h) preparation and submission to the Foundation’s Council of reports on the activities of the Board and the Foundation.
4. Detailed principles and mode of operation of the Foundation’s Board are defined under the Rules of the Foundation’s Board determined by the Founder.
Chapter 5
Rights of the Founder
§ 12.
1. The Founder may appoint the Foundation’s Policy Council as an advisory and opinion-forming body composed of from 3 to 10 persons who are authorities and specialists in the field of culture, the arts, science, politics, and business. The principles of operation, remuneration and detailed powers of the Foundation’s Policy Council shall be determined by the Founder in separate Rules of the Foundation’s Policy Council.
2. Members of the Foundation’s Policy Council are appointed and recalled by the Founder.
§ 13.
The Founder may assign her right as arising from the Bylaws to an indicated natural or legal person by means of a written power of attorney. Such a power of attorney shall be granted by the Founder in the form of a notarial deed, shall not expire at the moment of the Founder’s death and may be re-assigned by the proxy to further proxies.
§ 14.
The Founder or a person defined under § 13 may change the Foundation’s objective or amend the Foundation’s Bylaws.
§ 15.
1. In the event of the Founder’s death, her rights and obligations shall be performed jointly and severally by her successors.
2. In the event of the Founder’s death, her successors shall becomes members of the Foundation’s Council provided they meet the conditions defined under § 10 section 3 of the Bylaws.
3. The successors select from among themselves the Chairperson of the Foundation’s Council by a majority with respect to their share in the legacy.
4. In the event the number of successors exceeds the maximum number of members of the Foundation’s Council as defined under § 10 section 4 of the Bylaws, the Foundation’s Council shall be composed solely of the spouse and children of the Founder.
5. The regulations under sections 1, 3 and 4 herein are binding unless the Founder resolves otherwise in the last will and testament.
Chapter 6
Final provisions
§ 16.
1. In the event the Foundation’s financial resources and property become depleted, the Foundation shall be liquidated pursuant to a resolution adopted by the Foundation’s Council.
2. The resolution defined under section 1 herein shall appoint a liquidator or liquidators and determine detailed principles and mode of liquidation of the Foundation.
§ 17.
Any and all property remaining upon the liquidation of the Foundation shall be transferred to the Founder or her legal successors, with a view to meeting the objectives indicated under the Foundations Act of 6 April 1984 (Journal of Acts of 1991, No. 46, item 203 as amended).
Founder
Grażyna Kulczyk