Statute

Ustanowiony aktem notarialnym

General statements

§ 1

The Foundation under the name “En Arche Foundation”, hereinafter referred to as the “Foundation”, has been established by the notarial deed, drawn up at the Notary Public Office in Warsaw, at ul. Ogrodowa 3/16, on 1 June 2018. The Foundation shall operate under the Act – Law on Foundations of April 6, 1984 (Journal of Laws of 1991, No. 46, item 203, as amended), and pursuant to the provisions of the present Statute.

§ 2

  1. The Foundation shall have legal personality.
  2. The registered seat of the Foundation is the capital city Warsaw.
  3. The duration of the Foundation is not determined.

§ 3

  1. The Foundation shall operate in the territory of the Republic of Poland, and, to the extent necessary for the proper realisation of the objective of the Foundation, also abroad.
  2. For the purposes of international co-operation, the Foundation may use the translation of its name into selected foreign languages

§ 4

The Foundation shall establish medals of honour, badges and award them along with other prizes and merits, to individuals and legal entities praiseworthy to the Foundation.

§ 5

The competent Minister with respect to the purpose of the Foundation is the Minister of Science and Higher Education as the competent minister for issues related to science and the President of the capital city Warsaw.

Objectives and forms of the operation of the Foundation

§ 6

The objective of the Foundation is conducting development works in an scientific environment, at the highest scientific level, taking into account high ethical standards, in particular knowledge dissemination about the origins of the Universe and life, including humanity.

§ 7

The Foundation shall realise the objective set forth in § 6 by means of:

  • initiating and supporting international scientific co-operation in the form of property and financial support to students, researchers, science institutes and higher education bases;
  • conducting and organizing conferences, congresses, discussion panels, trainings, courses and workshops in line with the established goals;
  • publishing research results;
  • granting scholarships and grants in line with the established goals;
  • initiating and supporting international scientific co-operation;
  • participating in associations of foundations or of other Polish or foreign scientific institutions whose statutory objectives are similar or identical to those of the Foundation;
  • co-operation with commercial entities for the purposes of practical application of scientific research results;
  • promoting a work culture that supports the quality of the conducted research, including the highest ethical standards for the conducting thereof;
  • conducting scientific research or development works in a continuous way;
  • popularisation of scientific achievements;
  • publishing books & materials: including audio and visuals in line with the goals established by the Foundation;
  • translating from foreign languages, editing and publishing materials in line with the subjects indicated in the established goals;
  • leading a business activity in the aim of supporting the realization of th goals by The Foundation;
  • publishing a website related to this business activity;
  • within the scope of its statutory operations carried out for remuneration or free of charge, the Foundation may co-operate with central and local government administrative bodies for the purposes of realisation of its statutory objectives.

§ 8

Dla osiągnięcia swych celów Fundacja może wspierać działalność innych osób i instytucji zbieżną z jej celami.

Property and revenues of the Foundation

§ 9

The property of the Foundation is the contribution in cash in the amount of PLN 1 500 (say: one thousand five hundred Polish zloty) made by the Founder as well as revenues obtained from activities, from which PLN 1 000 (say: one thousand Polish zloty) will be intended for the business activity.

§ 10

Revenues of the Foundation might be obtained from:

  1. donations,
  2. subsidies and funding, pursuant to the relevant legal regulations,
  3. fundraising,
  4. business activity,
  5. inheritances and legacies,
  6. revenues from movable property and real property as well as bank interest and deposits,
  7. as well as other revenues foreseen in the binding legal regulations.

§ 11

  1. Administrational costs of the Foundation shall be solely covered by the donations and means given to the Foundation by the Founder.
  2. Revenues obtained from subsidies, donations, inheritances and legacies may be used only for the realisation of the objective of the Foundation, in a manner determined by the Management Board. Funds cannot be transferred with a different specification of the purpose of their use.
  3. With respect to accepting donations and inheritances, the relevant statements required by the law shall be made by the Management Board
  4. If the Foundation is entitled to receive inheritance, the Management Board shall place a statement of acceptance with the benefit of inventory or of the rejection of the inheritance.

§ 12

1. The Foundation shall manage a business activity. The whole revenue must be destined for the realization of the statutionary goals.
2. The business activity, discussed in the Act. 1, can be exercised through:

58.1 – Publishing books and periodicals, alongside with the remaining publishing faculty, except for the field of programming;
58.11.Z – Publishing books;
58.13.Z – Publishing newspapers;
58.14.Z – Publishing journals and other periodicals;
58.19.Z – Remaining publishing faculty;
58.29.Z – Publishing faculty in the field of programming;
59.11.Z – Movie, video and TV programme productions;
59.13.Z – Movie, Video and TV programme distributions;
59.14.Z – Movie projecting;
59.20.Z – Voice, audio and musical recording;
60.20.Z – Broadcasting of the general and subscriptionary TV programmes;
68.20.Z – Rental and management of real estate, both belonging and leased;
68.32.Z – Real estate management regulated by contracts;
69.20.Z – Accounting activity and tax consultancy;
77 – Rental and lease
77.22.Z – Rental service of videotapes, CD, DVD, etc.
79.12.Z – Tourism management organizations;
82.1. – Activity related to the administration of the office, alongside support activities;
82.30.Z – Activity related to the organization of conferences, congresses, exhibits;
82.99.Z – The remaining activity in support of the existing business activity, not classified by regulations;
85.59.B – The remaining forms of education, not classified by regulations;
85.60.Z – Activity in support of education;
91.01.A – Activity of the libraries;
96.09.Z – The remaining activity of the services, not classified by regulations;
93.29.Z – The remaining activity of recreational and entertainment services;
94.99.Z – The remaining activity of other member organizations, not classified by regulations.

3. The business activity, which operating needs an act of concession, permission or authorisation, will be initiated by the Foundation after obtaining the relevant documentation.

Foundation authorities

§ 13

1. The governing bodies of the Foundation are:

  • The Founder of the Foundation hereinafter referred to as the “Founder”;
  • The Management Board of the Foundation hereinafter referred to as the “Management Board”.
  • The Scientific Board of the Foundation hereinafter referred to as the “Scientific Board”;

Founder

§ 14

1. The duties of the Founder include:

  • Appointing and dismissing, of the members of the Management Board;
  • Determination of the remuneration of Management Board Members by means of adopting resolutions;
  • Appointing the functions of the members of the Management Board;
  • Issuing opinions on the motions of the Board for the employment of the President of the Foundation;
  • Issuing opinions on long-term development plans of the Foundation;
  • Introducing changes into the statute of the Foundation, merging with another Foundation or dissolving the Fundation.

Management Board

§ 15

  1. The Management board shall be composed of three Members, including the President of the Management Board and in case of a greater group, also one or two of his/her Deputies
  2. may perceive revenue for work in accordance with the Act – Law on Foundations. the revenue shall be founded from the revenues of the Foundation, without the infringement of the founding capital;
  3. The mandate of Management Board Member shall expire upon filing resignation from the function and delivering it to the Founder;
  4. The term of office of the Management Board members is undetermined.

§ 16

1. The Management Board shall supervise the operations of the Foundation and represent it in external contacts.
2. The Competences of the Management Board shall include, in particular:

  • Management of the property of the Foundation;
  • The realisation of tasks with respect to all issues that are included in the scope of the Foundation;
  • Management of the funds of the Foundation
  • Preparation of operational programmes of the Foundation and the financial plan of the Foundation
  • Employing team members and determination of their remuneration;
  • Accepting donations, inheritances and legacies;

3. Resolutions of the Management Board of the Foundation shall be adopted by a simple majority of votes. in the event of a one member board, the President of the Management Board has the deciding vote. In the event of a multiple members board, the decisions are undertaken in the presence of at least two of the board members, including the President of the Management Board. In the event of equal number of votes, the President of the Management Board has the deciding vote.
4. The Management Board sessions are called by the President of the Management Board. All members of the board, along with the Founder, have to be informed about the meeting through a letter or using the means of electronic communications, for a minimum of 3 days before said session. The Founder can participate in the sessions holding a voice of advice.
5. The Management Board shall hold at least one session per year.
6. The Management Board shall appoint representatives to manage a certain sphere of the work belonging to the Foundation.

§ 17

1. The Scientific Board is an organ bearing opinion and advice into the scientific activity of the Foundation.
2. The Scientific Board shall be composed of 3 – 6 members appointed by the Management Board to the request of the Founder.
3. The Scientific Board members shall be appointed for an undetermined time.
4. The Founder shall appoint the Leader of the Scientific Board to supervise the work.
5. The mandate of Scientific Board Member shall expire upon:

  • filing resignation from the function of Scientific Board Member, to which no financial or compensation shall be provided by the Foundation;
  • in the event of annulment of the mandate for the Scientific Board member upon a request from the Leader or the Founder. Annulment of the mandate for the leader is exercised upon request of the Founder;
  • in the event of death of the member;

6. The Competences of the Scientific Board, as well as their remuneration, are determined by the T&C of the Scientific Board accepted by the Management Board.

Ways of representation

§ 18

1. The declarations of intent in the name of the Foundation might be presented individually by any member of the Management Board.
2. In the contract between the Foundation and a member of the Management Board, and in case of a dispute between them, the Foundation is represented by the Founder.

Statutionary Change

§ 19

Any changes in the statute of the Foundation shall be exercised by the Founder. The changes shall reflect the goals, to which realization the Foundation has been founded in the instrument of incorporation.

Merger with another foundation

§ 20

1. In order to improve the efficiency of realisation of its statutory objective, the Foundation may merge with another foundation.
2. The merger cannot take place if it might result in substantial changes in the objective of the Foundation.

§ 21

The decision on the merger of the Foundation shall be taken by the Founder.

The dissolution of the Foundation

§ 22

1. The Foundation shall be dissolved in the event of achievement of the objective for which it was established or in the event of exhausting its funds and property.
2. The decision on dissolution of the Foundation shall be taken by the Founder.
3. The liquidators shall be appointed by the Founder.
4. The remaining property of the Foundation after the dissolution shall be allocated for purposes connected with the development of science and transferred to entities designated by the Board, whose statutory objectives are compliant with the objective of the Foundation.

Final Provisions

§ 23

For events not regulated by above statute, all the regulations from Act – Law on Foundations of April 6, 1984 (Journal of Laws of 1991, No. 46, item 203, as amended) shall apply.