Foundation's Statute

The Ignacy Łukasiewicz Foundation's Statute

Chapter I

General Provisions

§ 1

The Foundationhas the status of a legal entity.

§ 2

The seatof the Foundation is the Capital City of Warsaw.

§ 3

1) The area of the Foundation's activity is the Republic of Poland.

2) In order to properly fulfil its social and political aims,the Foundation may conduct its activities outside the Republic of Poland.

§ 4

TheFoundation is established for an unlimited period of time.

§ 5

TheFoundation uses a round official stamp with the inscription on the stamp'scircumference specifying its name and seat.

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Chapter II

Aims and Regulations of theFoundation

§ 6

The aim ofthe Foundation is to engage in public and socially beneficial activities forthe promotion and support of:

1) culture as national heritage, including theatricalperformances and musical and film events,

2) remarkable achievements in the fields of basic and technicalsciences,

3) conservation of gas industry monuments and museums,

4) sports, including competitive sports, as a tool forupbringing children and youth,

5) health protection.

§ 6 A

1) Remarkable achievements in the fields of basic andtechnical sciences as outlined in § 6 article 2 refer to such initiatives andactivities which promote and support the knowledge and attitudes necessary foraccomplishing remarkable results in the fields of basic and technical sciences.

2) Health protection specified in § 6 article 5 refers to such initiatives andattitudes that promote and support essential prevention that aims at preservingand protecting physical and mental health amongst children, youth and adults,including in particular: healthy nourishment, healthy lifestyle, living andworking in a pollution-free environment and, subsequently, the call forenvironment protection, strengthening social bonds and solidarity, as well ascombating social exclusion as the cause of psychological and emotionalproblems.

§ 7

TheFoundation shall attain its statutory aims through:

1) awarding prizes, grants and subventions,

2) funding cultural and sport undertakings,

3) charitable aid provided in emergency situations.

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Chapter III

The Foundation's Assets andIncome

§ 8

TheFoundation's Assets comprise the Initial Fund of PLN 50,000 (fifty thousandPolish Zloty), as well as financial assets, movable and immovable assetspurchased by the Foundation in the course of its operation. 

§ 9

The Foundation is liable for any of its obligations with thewhole of its assets.

§ 10

Theincome of the foundation shall be derived mainly from:

1) annual subsidies donated by PGNiG's Board,

2) donations, legacies and bequests,

3) subventions from legal persons,

4) income from collections and public events,

5) income from movable and immovable assets.

§ 11

Incomefrom subventions, donations, legacies and bequests may be utilised for thepurpose of the realization of all Foundation ‘s aims, unless the benefactorsstate otherwise.

§ 12

If theFoundation is summoned to accept a legacy, the Foundation's Board will submit astatement of acceptance of the legacy with all its obligations, only if it isobvious at the time of submitting of such a statement that the inherited assetssubstantially exceed any possible debt on the legacy. 

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Chapter IV

TheFoundation's Bodies

§13

TheFoundation's bodies are as follows:

- TheFoundation's Council,

- TheFoundation's Board .

§14

The Foundation's Councilis made up of 5 to 20 members.

The members of theFoundation's Council are appointed by the Founder.
The Foundation's Councilappoints one member from among its members who will act as the Chairman ofthe Foundation's Council.
The Founder may dismiss amember of the Foundation's Council at any time and appoint another person.
In the event of the Founder'sliquidation, and by means of a resolution passed by the majority of 2/3 ofvotes, with at least half of the members of the Foundation's Councilpresent, the Foundation's Council may:

1) appoint further members of the Foundation's Council toreplace the members who ceased to act as members, or in the event of theFoundation's Council being expanded.

2) dismiss Members of the Foundation's Council.

§ 15

TheCouncil is endowed with advisory and supervisory powers, and in the event ofthe Founder's liquidation, also with executive powers.

§ 16

TheCouncil convenes in sessions which take place at least twice a year.

§ 17

The workof the Council is managed by the Chairman of the Foundation's Council

§ 18

Tasks ofthe Council shall include examining:

1) general directions in the Foundation's activity,

2) action plans prepared by the Foundation's Board,

3) reports on the Foundation's activity,

4) annual reports of the Foundation's Board.

§ 19

TheFoundation's Council passes resolutions by simple majority of votes regardlessof the number of members present, with the Chairman's presence as mandatory.

§ 20

The Foundation's Board ismade up of 3 members, i.e. the President and two Vice-Presidents appointedby the Founder for the term of 3 years.

In case of Founder'sliquidation, the Foundation's Board is elected by resolution of theFoundation's Council, based on the provisions specified in § 14 article 5.
If upon expiry of theterm of office, the new personnel structure is not appointed, the previousBoard shall continue all its functions until they are acquired by the newBoard.
In the event of personnelchanges in the Board during the term of office, the term of office of thenewly appointed members expires upon termination of the term of office ofthe whole Board.

§ 21

Themembers of the Board shall not receive remuneration for their service as Boardmembers.

§ 22

The Founder is endowedwith executive powers to liquidate the whole of the Board or dismiss anyof its members at any time.
In the event of theFounder's liquidation, the Foundation's Council may dismiss the wholeBoard or its individual members at any time by resolution made in linewith provisions specified in 14 article 5.
Specifically, the mandateof a member of the Board shall expire:

1) upon acknowledging by the Foundation'sCouncil of the report of the Board on the Foundation's activities for the lastfinancial year in the given term of office of the Board,

2) upon submission of dismissal in writing to a member of the Board,

3) as a consequence of resignation by the a member of the Board,

4) with the death of a member of the Board.

§ 23

TheFoundation's Board manages its activities and represents the Foundationexternally.

§ 24

In particular,the Board shall:

1) decide on mainstream activities and annual action plans for the Foundation,

2) manage the Foundation's assets,

3) accept grants, donations, legacies and bequests,

4) pass resolutions with regards to changing the Foundation's Statute and itsliquidation,

5) prepare action plans and reports on the execution of the Foundation's activities, and submit themto the Foundation's Council,

6) process claims for aid, support and for granting financial resources commensuratewith the existing capability.

§ 25

Resolutionsof the Foundation's Board are passed by a simple majority of votes, with thepresence of at least 2 members mandatory for the resolution to be valid.

§ 26

Forsubmission of a statement of will on behalf of the Foundation, the cooperationof two Board members is required.

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Chapter V

Amendments to the Statute

§ 27

Noamendments to the Statute may substantially affect the statutory aims of theFoundation.

§ 28

Anyresolution with regards to changes of the Foundation's Statute shall beunanimously passed by the Foundation's Board, with the approval from theFoundation's Council as mandatory.

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Chapter VI

     Concluding Provisions

§ 29

TheFoundation does not engage in business activity.

§ 30

In orderto effectively fulfil its aims, the Foundation may act jointly with anotherFoundation.

§ 31

Thejoining cannot be executed if, as a result of such, the statutory objective ofthe Foundation is substantially changed.

§ 32

Anyresolution with regards to joining shall be unanimously passed by theFoundation's Board having sought the opinion from the corresponding minister,with the approval from the Foundation's Council as mandatory.

§ 33

TheFoundation shall be liquidated in the event when its statutory aims for whichthe Foundation had been established have been attained, or when its financialresources and assets have been exhausted.

§ 34

Theresolution to liquidate the Foundation shall be unanimously passed by theFoundation's Board, with the approval from the Foundation's Council asmandatory.

§ 35

Subject toprovisions of § 5 article 4 of the Act on Foundations, any financial assetsleft after the Foundation has been liquidated shall be vested to institutionswhich pursue goals similar to those of the Foundation in the National CourtRegister .

§ 36

The Statutecontains an appendix from the Founder relating to the appointment of theminister corresponding to the statutory aims of the Foundation.