Statutes of the Voices Foundation
Chapter I
General provisions
§1
1. The Foundation operating under these Statutes is called Voices and is hereinafter referred to as the „Foundation”. The Foundation was established by a notarial deed prepared by Bartosz Masternak, Notary Public at the Notary’s Office in Wroclaw, Rynek 7, 50-106 Wroclaw, on October 31, 2013, Rep. A No. 22632/2013, and operates on the basis of Polish law and these Statutes.
2. The Foundation has legal personality.
3. The Foundation may use a distinctive logo which, together with its name, enjoys legal protection.
4. The Foundation may use signs and seals in accordance with the rules set out in specific regulations.
§2
1. The seat of the Foundation is the city of Wrocław.
2. The Foundation operates on the territory of the Republic of Poland and abroad, within the scope determined by the applicable regulations.
3. The duration of the Foundation is indefinite.
§3
1. The Foundation may be a member of unions, associations and organizations with similar or same relative goals.
2. In connection with the activities carried out, the Foundation may establish international contacts respecting the norms of international law, the law applicable in the Republic of Poland and foreign law.
3. The Foundation may establish its representative offices, branches and subsidiaries in Poland and abroad.
4. The Foundation may conduct business activities of such a size as to achieve its objectives.
§4
The Foundation’s activities are supervised by the Ministry of Culture and National Heritage.
Chapter II
Objectives and means of action
§5
The aims of the foundation are:
1. Creating, supporting and promoting social, cultural, educational, charitable, artistic and environmental initiatives and projects.
2. Creating a platform for presenting and promoting valuable social, cultural and artistic initiatives.
3. Creating a space for dialogue between initiators and persons seeking forms of activity in the above mentioned areas.
4. Developing social dialogue, including in particular intercultural and intergenerational dialogue.
5. Building a civil society, including creating conditions for greater social and cultural activity, especially for women.
6. Supporting creativity, development and economic activation.
7. Expanding access to information related to legal aspects of cultural, social and charitable activities
8. Activities in the field of social and charity assistance.
9. Financial, organizational and material support for local and international charity projects, especially for women.
10. Building a sense of global responsibility in society and developing volunteering.
11. Shaping and promoting attitudes of tolerance, especially in the area of equal treatment of women and men, and overcoming prejudices and stereotypes.
§ 6
The Foundation accomplishes its goals through:
1. Organization of open meetings, trainings, symposia, conferences, lectures, discussions, educational and cultural events, concerts, integration trips, meetings, open-air events, competitions and workshops both in Poland and abroad.
2. Dissemination of artistic and culture-making achievements.
3. Translations and posting information about the Foundation’s activities on the Internet.
4. Advice, training and organizational and economic assistance for individuals and other entities interested in the Foundation’s activities.
5. Cooperation with state, local and non-governmental institutions, the economic sector and mass media in Poland and abroad within the scope specified for the purposes of the Foundation. Such cooperation may be in the form of organizational support, partial or total financing of the project, or assistance in obtaining necessary funds from other sources.
6. Initiating and obtaining financial, material, advisory and legal assistance for the implementation of the foundation’s goals.
7. Organizing and conducting educational activity in all its forms.
8. Archiving and sharing the achievements of the Foundation.
9. Publishing, creating publications, production and producing audiovisual materials.
10. Promotion and organization of voluntary work and social economy.
11. Conducting research activity.
12. Participation in domestic and foreign associations of cultural, social, artistic and charitable nature.
13. Organizing auctions, collections, concerts, shows and other actions.
14. Creation of assistance facilities.
15. Conducting other activities aimed at achieving the objectives of the Foundation.
§7
1. The Foundation may conduct its statutory activity for profit and free of charge to the full extent of the aforementioned goals and ways to achieve them.
2. To achieve its goals, the Foundation may support the activities of other people and institutions in line with its goals.
§8
In pursuing its objectives, the Foundation observes first of all the following principles:
1. Shaping the conditions allowing for the development of future generations free from prejudice.
2. Overcoming and refraining from favoring or discriminating against particular sexes, nationalities, ethnic groups, religious or ideological groups.
Chapter III
Assets and income of the Foundation
§9
1. The founding fund is PLN 1,000 and is entirely intended to implement the statutory goals of the Foundation.
2. The Foundation’s property is a cash contribution made by the Founder and financial, real estate and movable assets acquired by the Foundation in the course of its operation.
§10
1. Income of the Foundation increasing its assets are:
a) grants, subsidies, inheritances, bequests and donations from natural and legal persons as well as other property increments transferred to the Foundation by domestic and foreign natural and legal persons,
b) bank interest and income from movable and immovable property,
c) subsidies from the State budget, administrative and local government units,
d) income from shares and stocks of public and non-public companies,
e) income from gifts, collections and public events,
f) income from property rights,
g) income from payable public benefit activities within the meaning of the generally applicable law,
h) any other income (under applicable law).
2. Grants, subsidies, donations, legacies and bequests may be allocated to meet the needs defined by the Foundation unless they clearly specify the purpose for which they are to be used.
§11
1. The Foundation may create funds, including target funds.
2. From the proceeds specified above, the Foundation may create special purpose funds, called a separate name, or named after people who have transferred funds to the Foundation by means of an inheritance or bequest, on which funds received from above mentioned persons from above mentioned titles are collected.
3. The decision on the establishment of earmarked funds, the determination of the amounts transferred to the funds, as well as the manner of using resources collected in the funds, is taken by the Foundation’s Management Board, guided by the will of the testators and legators as regards the funds described above.
§12
If the Foundation is appointed for inheritance, the Board submits a declaration of acceptance of inheritance with the benefit of the inventory only if at the time of making this statement it is obvious that the active state of the inheritance exceeds the inheritance debts.
§13
1. The Foundation’s financial year is the calendar year.
2. The Foundation is responsible for obligations with all its assets.
3. The first financial year ends on December 31, 2015.
§14
It is prohibited to:
1. grant loans or secure liabilities with assets of the Foundation towards its founders or donors, members of bodies or employees of the Foundation, and persons with whom the founders, donors, members of the Foundation’s bodies or employees are married, in a shared life or in a relation of kinship or affinity in a straight line, relationship or affinity in the sideline to the second degree or are related to the adoption, care or guardianship, hereinafter referred to as „close relatives”;
2. transfer the Foundation’s assets to its founders or donors, members of the Foundation’s bodies or employees and their relatives, on terms other than in relation to third parties, in particular if such transfer is free or on preferential terms;
3. use the Foundation’s assets for its founders or donors, members of the Foundation’s bodies or employees and their relatives on a basis other than in relation to third parties, unless this use is directly related to the Foundation’s statutory purpose;
4. purchase of goods or services from entities in which the founders or donors of the Foundation participate, members of its bodies or employees and their relatives, on terms other than in relation to third parties or at prices higher than market prices.
§ 15
The Foundation may collect its funds in the Polish currency and in foreign currencies in appropriate banks in accordance with the provisions of Polish foreign exchange law.
Chapter IV
Foundation authorities
§ 16
The Foundation’s authority is the Foundation’s Board, hereinafter referred to as the Board.
§ 17
1. The Management Board consists of three to five members appointed by the Founder.
2. The Founder’s powers also include the dismissal of individual members of the Management Board and the dismissal of the whole Management Board and the appointment of a new one.
3. The term of office of the members of the Management Board lasts 4 years.
4. The function of a member of the Management Board may be exercised for more than one term.
5. The President of the Management Board is the Founder by virtue of the Statute.
6. In the event of the death of the Founder, his powers provided for in the Statute are performed by the Vice President of the Foundation and the First Vice President of the Foundation, who shall assume the functions of the President of the Board.
7. The Management Board elects one or two vice presidents from among its members.
8. The organizational structure and forms of operation of the Management Board are set out in the relevant Regulations.
9. Members of the Management Board may not be convicted by a final and valid judgement of an intentional offence prosecuted by public indictment or a fiscal offence.
§ 18
1. The Management Board manages the Foundation’s activities and represents it outside.
2. If the Founder learns that the Board has adopted a resolution that grossly violates the Foundation’s interests, that harms the objectives of the Foundation and the methods of its implementation, the Founder shall have the right, within seven days of becoming aware of the adoption of the resolution, to repeal the resolution by way of supervision. The Founder shall notify all members of the Management Board of such revocation.
3. The tasks of the Management Board shall include in particular:
a) preparation of substantive and financial plans of the Foundation’s activities,
b) managing the Foundation’s assets,
c) preparing reports on the Foundation’s activities,
d) determining the amount of remuneration for Foundation employees,
e) awarding diplomas, decorations and honorary membership of the Foundation,
f) adopting resolutions on changing the Foundation’s statute,
g) adopting resolutions regarding the creation of a representative office, branch or agency of the Foundation,
h) adopting resolutions on other Foundation matters relevant to the Board,
i) making decisions in all matters not delegated to the competence of other authorities.
4. The Management Board may appoint proxies to manage a separate area of matters belonging to the Foundation’s tasks.
5. The Management Board may appoint consultants and their teams from among scientists or practitioners to commission the projects undertaken by the Foundation and commission them to carry out appropriate studies.
§ 19
1. During the meetings, the Management Board consisting of several members makes decisions in the form of resolutions. Unless the Articles of Association provide for stricter conditions, resolutions of the Management Board are adopted by a simple majority of votes regardless of the number of members present at the meeting, in an open vote. In the event of an equal number of votes, the vote of the President of the Management Board is decisive.
2. Meetings of the Management Board are held as needed, but not less frequently than once a quarter, in Wrocław, unless all Board members decide otherwise.
3. A meeting of the Management Board is valid if all members have been notified about the place, date and agenda of the meeting.
4. A meeting of the Management Board is valid and capable of adopting resolutions despite the lack of formal convening, if all members of the Management Board are present.
5. Meetings of the Management Board are convened by a member of the Management Board on their own initiative.
6. Meetings of the Management Board are convened by means of invitations sent by e-mail to addresses previously indicated by members of the Management Board, sent at least 10 days prior to the date of the meeting. The invitation should specify the place, start time and agenda of the meeting.
§ 20
1. Executive and management activities in relation to the resolutions of the Management Board shall be performed by the President of the Foundation.
2. Administrative support of the Management Board belongs to the Foundation’s office.
3. The Foundation’s office is subordinated to the President of the Foundation.
§ 21
Declaration of will on behalf of the Foundation is made by the President of the Board or two Members of the Board acting jointly. The incurrence of a liability of more than PLN 50,000.00, in the case of a multi-person Management Board, requires a declaration of will by two Management Board Members, including the President of the Management Board.
Chapter V
Final Provisions
§ 22
The changes in the Foundation’s statute are made by the Board by unanimous resolution. Amendments to the Articles of Association may relate to the objectives of the Foundation.
§ 23
1. The Management Board of the Foundation adopts a resolution on the liquidation of the Foundation if the goal for which the Foundation was established is achieved or if the financial resources and assets of the Foundation are exhausted.
2. If financial resources remain after the liquidation of the Foundation, they will be transferred for socially or economically useful purposes to other public benefit organizations designated by the Founder operating on the territory of the Republic of Poland whose statutory objectives are similar to the objectives of the Foundation.
§ 24
The Foundation may establish and award its own honorary titles and badges, certificates, honorary diplomas and other distinctions to natural and legal persons and entities without legal personality, meritorious in achieving the Foundation’s goals or for the Foundation itself.
§ 25
The statute comes into force on the date of registration of the Foundation in the National Court Register.