Section I
General Provisions
§1
The Foundation, operating under the name of “The Polish Music Council Foundation” and hereinafter referred to as the “Foundation”, established by the following legal entities:
1. The Paderewski Pomeranian Philharmonic in Bydgoszcz;
2. The Polish Composers Association in Warsaw;
3. Teatr Wielki – Opera Narodowa (The Grand Theatre and National Opera) in Warsaw;
4. The Chopin Music Academy in Warsaw
hereinafter referred to as the “Founders”, based on a Notarial Deed drafted by the Notary Public Barbara Skoczyńska-Soroko (Repertory A No. 2214/2002) at the Notary Office in Warsaw, ul. Sulkiewicza 9 m. 7 on 2 April 2002, operates under the Foundations Act of 6 April 1984 (Journal of Laws [1991] No. 46, Item 203 as amended) and under the provisions of this Statute.
§2
The Foundation is a legal person.
§3
The Foundation is officially registered in Warsaw.
§4
1. The Foundation operates in the territory of the Republic of Poland. The Foundation may establish local delegation offices.
2. For the due implementation of its goals both in terms of its programme and of its business activity, the Foundation may operate outside the territory of the Republic of Poland, and may use the name of the Foundation in languages other than Polish.
§5
The Foundation is an open organization. Polish and non-Polish legal entities who have made a contribution in cash or in kind may join the Foundation in the capacity of Founders. Such decision to join must be approved by resolution of the Foundation Council.
§6
The Foundation is established in perpetuity.
§7
The Minister of Culture is the minister of competent jurisdiction for the aims of the Foundation.
§8
The Foundation uses a circular seal with an about-writing: “Polish Music Council Foundation”, and a stamp containing its name and identification data.
Section II
Foundation Aims and Principles of Operation
§9
1. The aim of the Foundation is to support activities aimed at the development of music writing, performance, teaching, popularisation, organization and documentation of musical life, supporting initiatives serving the best interest of Polish music and the Polish music environment.
2. The aim of the Foundation complies with the contents of the “Memorandum of Understanding to Establish the Polish Music Council, as appended hereto.
§10
The Foundation implements its aims through the following activities:
1. preparation of expert studies on the basic problems of musical life in Poland,
2. development and implementation of programmes to promote Polish music,
3. scholarly studies related to the aims of the Foundation,
4. concert and educational activities,
5. various activities aimed at forming cooperation between Polish and international music circles,
6. supporting those activities of institutions, centres, groups and individual persons in Poland and abroad which are concurrent with the aims of the Foundation.
Section III
Foundation Assets and Revenues
§11
The Foundation’s assets include the initial fund in the amount of PLN 10,000 (ten thousand Polish zloty) and assets acquired by the Foundation in the course of its operation.
§12
1. In order to achieve its aims, the Foundation collects financial assets, which also includes business activity.
2. To start up its business activity, the sum of PLN 1,000 is allocated out of the initial capital.
§13
The revenues of the Foundation comes from the following sources:
1. gifts, inheritance and bequests,
2. grants and subsidies from natural and legal persons,
3. proceeds from auctions, collections and public fund-raining events,
4. income from real property and other assets,
5. interest on deposits and securities,
6. dividends and other income from stocks and shares
7. annual contributions from all the Foundation Council members in the amount agreed by the Foundation Council,
8. income from the Foundation’s business activity.
§14
The relevant management bodies of the Foundation shall decide on the specific use of any income from subsidies, donations, inheritances and bequests unless provided for otherwise by the donors.
§15
In the event that the Foundation is entitled to any inheritance, the Board of Directors shall make the statement of unconditional acceptance of the inheritance only if it is obvious at the time of such a statement that the value of inherited assets is greater than the value of inherited debt.
§16
The Foundation may hold its assets in the Polish currency or in other currencies with suitable banks in compliance with the relevant currency laws.
Section IV
Management Bodies of the Foundation
§17
The management bodies of the Foundation include:
– the Foundation Council
– the Board of Director.
§18
The Foundation Council comprises all the Founders. All the members of the Foundation Council have equal rights and obligations.
§19
1. Out of its members, the Council appoints the Chairman, the Vice-Chairman and the Secretary of the Foundation Council.
2. The Council transacts official business in meetings, in which a representative of the Board of Directors takes part.
§20
1. Meetings of the Foundation Council may be ordinary or extraordinary.
2. Ordinary Meetings of the Foundation Council shall be convened by the Chairman of the Foundation Council or by the Board of Directors at least once a year.
3. Extraordinary Meetings of the Board of Directors shall be convened by the Board of Directors on its own initiative or upon written request of at least 20% of all Council members within 14 days of such a request. Extraordinary Meetings of the Foundation Council may also be convened by the Chairman of the Foundation Council.
4. Meetings of the Foundation Council are convened by written notice sent by registered mail not later than one month before the scheduled meeting date. The notice should also include the agenda of the meeting.
5. Meetings of the Foundation Council are chaired by the Chairman or by the Vice-Chairman. In their absence, meetings shall be chaired by a member of the Council selected by the Meeting. Meetings may not be chaired by a member of the Board of Directors.
6. Subject to the provisions of §29 item 2 and §30 item 2, resolutions of the Foundation Council are passed by a simple majority of votes, irrespective of the number of Council members present.
§21
The competencies of the Foundation Council include:
1. Approving annual and multi-year operating plans for the Foundation,
2. Upon the recommendation of the Board of Directors, approving the budget for the statute activities of the Foundation,
3. Evaluating the annual operations report and the annual financial report of the Board of Directors, and granting the statutory vote of acceptance for the discharge of the duties by the Board of Directors,
4. Approving the regulations and bye-laws for the Foundation Council and the Board of Directors,
5. Establishing local offices and delegations of the Foundation,
6. Appointing and recalling the Director of the Foundation and the other members of the Board of Directors,
7. Approving the rules for the remuneration and bonuses for the members of the Board of Directors,
8. Controlling the financial activities of the Board of Directors (for this purpose, a special committee or experts may be appointed at the Foundation’s cost),
9. Making decisions regarding the commencement or discontinuation of business activity upon the approval of a specific business plan presented by the Board of Directors, particularly including the following:
a) passing resolutions to establish business entities;
b) upon the recommendation of the Board of Directors, approving the rules for the remuneration and bonuses for managers of business units;
c) allocating the Foundation’s assets to be used by the Board of Directors for business activity.
10. Selling, exchange and encumbering the Foundation’s real property,
11. In the event of the Foundation’s dissolution, making decisions about the transfer of the Foundation’s assets,
12. Making amendments to the Foundation’s Statute in accordance with §29 below,
13. Making decisions about merging or dissolving the Foundation in accordance with §30 below,
14. Conferring Foundation awards, medals of honour, badges and distinctions,
15. Making other decisions which are not reserved specifically for other management bodies of the Foundation.
§22
1. The Board of Directors may comprise 3-5 members, including the Director of the Foundation.
2. In consideration of their official functions, members of the Board of Directors may receive remuneration and bonuses as approved by the Foundation Council.
§23
1. Meetings of the Board of Directors are convened by the Director as required but at least once in every three months.
2. The Board of Directors passes resolutions by a majority of votes. In order for a resolution to be legally valid, at least a half of the members of the Board of Directors must be present, including the Director.
§24
The Board of Directors makes all decisions which are not specifically included in the competencies of the Foundation Council, and particularly the following:
1. represents the Foundations before third parties,
2. passes annual and multi-year action plans for the Board of Directors of the Foundation, particularly plans and methods for increasing the assets of the Foundation,
3. manages the assets of the Foundation,
4. organises and supervises the Foundation’s business activities,
5. accepts subsidies, donations, inheritances and bequests on behalf of the Foundation,
6. prepares Council meetings in coordination with the Chairman of the Council,
7. implements resolutions of the Foundation Council,
8. organizes the work of the Foundation Office,
9. subject to the provisions of §21 item 9 letters a) and b), establishes and dissolves Foundation establishments and other organizational units,
10. appoints and recalls managers and independent employees in organizational units,
11. subject to the provisions of §21 item 9 letter b), regulates the number of employees and the rules for the remuneration of those employees of the Foundation who work to implement the statute aims of the Foundation and its business activities.
§25
1. Either the Director of the Foundation or two members of the Board of Directors acting on the basis of a resolution of the Board of Directors may make declarations of will on behalf of the Foundation.
2. Also, a duly authorised and empowered attorney of the Board of Directors may make declarations of will on behalf of the Foundation within the scope of his/her power of attorney.
§26
Minutes shall be taken at all the meetings of the management bodies of the Foundation.
Section V
BUSINESS ACTIVITY
§27
1. The Foundation may conduct business activity directly or through separate establishments.
2. The scope of a establishment’s activities and the scope of the rights and obligations of the managers of such establishments shall be defined in the organizational regulations for the establishment as approved by the Board of Directors.
3. The manager of the establishment is a manager of an enterprise within the meaning of the Labour Code, personally manages the establishment and is responsible for its performance before the Board of Directors.
§28
1. The Foundation’s business activity may include the following:
a) publishing
b) printing
c) impresario activities
d) publishing of sound recordings
e) consultancy in areas related to the Foundation’s activities.
2. In the event that an official permit or license is required for any of the types of activity listed above, the Foundation shall obtain the relevant license or permit before commencing the activity.
Section VI
Amendments of the Statue and Final Provisions
§29
1. Any amendments of the Statute may not concern the Foundation’s material aims.
2. Decisions regarding any amendments to the Statute are made by the Foundation Council by resolution upon the recommendation of the Board of Directors or of a member of the Foundation Council. The resolution must be passed by a majority vote of members present plus one vote.
§30
1. The Foundation shall be dissolved in the event that the aims for which it has been established have been achieved, or if the Foundation’s assets have been spent.
2. Decisions regarding the dissolution of the Foundation are made by the Foundation Council by unanimous resolution upon the recommendation of the Board of Directors or of a member of the Foundation Council.
3. Any assets remaining after the dissolution of the Foundation shall be transmitted as recommended by the Foundation Council.
4. The Foundation Council shall inform the Minister of relevant jurisdiction over matters of culture about the dissolution of the Foundation.
§31
1. This Statute becomes effective on the date the Foundation is registered with the National Court Registry.
{stamped and signed by the following institutions:}
The Grand Theatre and the National Opera in Warsaw
The Paderewski Pomeranian Philharmonic in Bydgoszcz
The Chopin Music Academy in Warsaw
The Polish Composers Association in Warsaw |
