STATUTES

of

Memory, Education, Culture Foundation

(Fundacja Pamięć, Edukacja, Kultura) 

CHAPTER 1

GENERAL PROVISIONS

§ 1

1. Fundacja Pamięć, Edukacja, Kultura (Memory, Education, Culture Foundation) operates on the basis of the Act of April 6, 1984 on Foundations (Journal of Laws [Dz.U.] of 2016, item 40) and these Statutes. The Foundation is a legal person.

2. The Foundation is supervised by the Minister competent for the scope of the Foundation’s activity.

§ 2

1. The Foundation’s official seat is in Koźlice, in the municipality of Zgorzelec. The Foundation operates on the territory of the Republic of Poland and abroad.

2. The Foundation uses an official seal with the following inscription: “Fundacja Pamięć, Edukacja, Kultura. Koźlice 1, 59-900 Zgorzelec”.

3. In order to carry out its statutory tasks, the Foundation may establish permanent or temporary local offices, or or participate in companies and foundations.

§ 3

The Foundation may conduct business activities.

§ 4

The duration of the Foundation is unlimited.

CHAPTER 2

OBJECTIVES OF THE FOUNDATION

§ 5

The objectives of the Foundation are:

1. to support the development of the region through activities aimed at commemorating the historical heritage of the region, developing culture and shaping the civic awareness of its inhabitants;

2. to support processes contributing to Polish-German reconciliation by fostering the spirit of tolerance, mutual understanding and respect, as well as cooperation between the two societies in the field of historical heritage, with particular emphasis on the memory of the former POW camp Stalag VIIIA;

3. promotion and propagation of the idea of the European community that serves reconciliation, development and regional stability, taking into account regional and national differences;

4. to support the development and activities of the European Centre for Memory, Education, Culture and the borderland.

§ 6

The objectives of the Foundation shall be achieved through, among other things:

1. initiating and supporting mutual cooperation of local governments in order to implement the objectives of the Foundation listed in § 5 above;

2. disseminating information on local initiatives of local self-governments and citizens concerning the scope of activities listed in § 5 above;

3. intensive cooperation with institutions and decision-making organisations for the development of the region in terms of projects supporting the development of the European Centre for Remembrance, Education and Culture (hereinafter referred to as the Centre);

4. transfer and adaptation of experience and good practices developed by institutions in the European Union and beyond that pursue objectives similar to those of the Foundation, toward the needs of the Foundation;

5. cooperation with domestic and foreign organisations, institutions and private individuals in order to contribute to the development of the Center, preserving the memory and historical heritage of the former POW camp Stalag VIIIA;

6. promoting the activities of the Centre and disseminating promotional materials concerning the Centre, the region and activities for international cooperation in the field of regional heritage;

7. conducting research, analysis and expertise in the field of archival materials concerning Stalag VIIIA;

8. creating and implementing cross-border concepts and projects for the commemoration of Stalag VIIIA from a transnational perspective, as a special place of remembrance in view of the historical consciousness the Polish-German-Czech borderland communities.

CHAPTER 3

ASSETS OF THE FOUNDATION

§ 7

1. The assets of the Foundation consist of the initial fund in the amount of PLN 25,000 (say: twenty-five thousand zlotys), and financial resources, real estate, movables and other property rights acquired by the Foundation in the course of its activities.

2. A portion if the Initial Fund in the amount of PLN 10,000 (say: ten thousand zlotys) may be allocated for conducting business activity.

3. The income of the Foundation shall include in particular but not limited to:

1. proceeds from public fund-raisers and events;

2. grants and subsidies by legal persons;

3. donations, inheritances and bequests;

4. income from movable and immovable property;

5. bank interest on the Foundation’s assets deposited on a bank account;

6. income from business activities;

7. shares in profits of legal persons;

8. cash payments made as part of foreign aid;

9. receipts from other sources.

§ 8

1. The current assets of the Foundation shall be deposited in bank accounts and securities.

2. The assets and income of the Foundation shall be used for statutory purposes and to cover the costs of the Foundation’s operations.

§ 9

1. The Foundation shall manage its finances and books of accounts in accordance with the rules laid down in separate regulations.

2. In the accounting books of the Foundation, its business activity shall be recorded separately from its statutory activity.

§ 10

1. The Foundation shall be liable for its obligations with all its assets.

2. In the event the Foundation is appointed to inheritance, the Board shall declare to accept the inheritance up to the level of net assets only if at the moment of such declaration it is evident that the amount inherited significantly exceeds the related debts.

CHAPTER IV

GOVERNING BODIES

§ 11

1. The bodies of the Foundation shall be: The Council of the Foundation, hereinafter referred to as the “Council”.

2. The Board of the Foundation, hereinafter referred to as the “Board”.

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§ 12

1. The Council shall be composed of representatives of the Founders – with one representative designated for each Founder, and representatives of donors – with one representative designated for each donor who in the form of a donation will transfer to the Foundation financial resources or other property rights worth at least PLN 20,000 (say: twenty thousand zlotys), and their membership in the Council will be confirmed by a resolution of the Council.

2. Members of the Council shall perform their functions on an honorary basis and shall not receive any remuneration for their participation in the work of the Council.

3. Each member of the Council shall have one vote. In case of equal number of votes, the Chairperson’s vote shall prevail.

§ 13

The Council shall act as a body with initiative, opinion and supervisory powers.

§ 14

1. The Council shall elect a Chairperson from among its members. The Council may elect from among its members a Deputy Chairperson to replace the Chairperson in their absence.

2. Meetings of the Supervisory Board shall be convened by the Chairperson of the Council on their own initiative or at the request of the Board or any member of the Council.

3. Meetings of the Council shall be held at least once a quarter.

4. A representative of the Board shall participate in the meetings of the Council.

§ 15

1. The council shall adopt resolutions on all matters within its scope of competence.

2. Meetings of the Council shall be chaired by the Chairperson of the Council, Deputy Chairperson, or a member of the Council if elected or appointed by the Chairperson.

3. Resolutions of the Council shall be adopted by a simple majority of votes in the presence of at least half of the members of the Council.

§ 16

The Council shall be competent to:

1. approve the Foundation’s financial plan;

2. review annual reports of the Board and assessment of the Board’s work and granting vote of approval;

3. expressing opinions on long-term and annual plans for the achievement of the Foundation’s objectives;

4. determining the rules of remuneration for the members of the Board;

5. adoption of resolutions on amending the statutes;

6. appointing and dismissing the Board or its individual members;

7. consent to the Management Board disposing of property and incurring liabilities in excess of PLN 100,000 (say: one hundred thousand zlotys);

8. adoption of resolutions on transformation, merger, liquidation of the Foundation and allocation of its assets after liquidation;

9. adoption of resolutions on accession to companies and foundations.

§ 17

1. The Board shall be composed of 2 to 5 persons, including the President of the Board, appointed by a resolution of the Council for a period of 3 years

2. Members of the Board shall be elected and dismissed by way of a resolution of the Council adopted by a majority of 2/3 of votes at the presence of at least 3/4 of the members of the Council.

3. The employment contract with the President of the Board shall be concluded by the Chairperson of the Council.

4. Membership in the Board cannot be combined with membership in the Council.

§ 18

1. The Board shall be responsible for taking decisions on all matters not reserved for the Council.

2. The Board shall manage all the current activities of the Foundation, including its organisational units, and manage its assets, and is responsible for the implementation of its statutory objectives.

§ 19

The Board shall competent to:

1. represent the Foundation externally,

2. adopt long-term and annual programmes of the Foundation’s activities after the Council has given its opinion,

3. manage and supervise the Foundation’s assets,

4. accept subsidies, donations, inheritances and bequests,

5. determine the amount of staff employed and the amount of funds for the remuneration of the Foundation’s employees,

6. participate in the Council meetings,

7. draw up reports on the Foundation’s activities,

8. organise and supervise the business activity of the Foundation,

9. prepare the Foundation’s financial plans.

§ 20

1. The President of the Board shall be authorised to represent the Foundation externally.

2. Declarations of will in property matters on behalf of the Foundation, subject to Clause 3, shall be made by the President of the Board and a Member of the Board acting jointly.

3. The President of the Board shall make declarations of will on behalf of the Foundation in matters concerning activities related to employment and matters related to incurring liabilities up to the amount of PLN 50,000 (say: fifty thousand zlotys)

§ 21

1. Meetings of the Board shall be held as required, but not less frequently than once every two months.

2. Meetings of the Board shall be convened by the President of the Board on his own initiative or at the request of the Council.

3. Board meetings may be attended in an advisory capacity by Council members and invited guests.

4. Minutes of Board meetings shall be drawn up and signed by the President of the Board.

CHAPTER 5

AMENDMENTS TO THE STATUTES

§ 22

Any amendments to the statutes of the Foundation shall require a resolution of the Council of the Foundation adopted by a majority of 2/3 of votes in the presence of at least half of the members of the Council.

§ 23

Any resolution on a merger with another foundation shall be adopted by the Council after consultation with the Board by a majority of 2/3 of votes in the presence of at least half of the members of the Council.

CHAPTER 6

BUSINESS ACTIVITY

§ 24

The Foundation may conduct business activities in the following areas:

1. activities connected with the organisation of exhibitions, conferences, all kinds of expert meetings, training, seminars, workshops, concerts and projects, provided that these activities are in accordance with the objectives described in § 5 of these Statutes;

2. publishing activities and the sale of publications, the purchase of materials for the establishment of the Stalag VIIIA archives and the development of exhibitions and publications.

CHAPTER 7

LIQUIDATION

§ 25

1. The Foundation shall be liquidated in the event of failure to achieve the objectives for which it was established or in the event of exhaustion of financial resources and other assets.

2. In order for it to be valid, a resolution on the liquidation of the Foundation must be adopted by the Council, after consultation with the Board, by a majority of 2/3 of votes in the presence of at least 3/5 members of the Council.

3. The liquidator of the Foundation shall be appointed by the Council.

4. The duties of the liquidator shall include in particular:

1. submitting a notice to the National Court Register (KRS) on the initiation of the liquidation procedure;

2. summoning the creditors of the Foundation by way of press announcements to submit their claims within three months from the date of announcement;

3. drawing up an opening and liquidation balance sheets and a list of creditors;

4. drawing up a financial plan for liquidation and a plan for paying off liabilities;

5. collecting receivables and cashing in the remaining assets of the Foundation;

6. reporting the completion of the liquidation procedure to the National Court Register (KRS) and submitting a request for striking off the Foundation from the register;

7. notifying the competent Minister about the liquidation of the Foundation.

5. The assets of the Foundation remaining after the liquidation shall be allocated for the purposes indicated in the resolution of the Council, taking into account the purposes pursued by the Foundation.