Statute of the Pro Musica Viva Foundation
STATUTE OF THE FOUNDATION “PRO MUSICA VIVA”
with its seat in Warsaw
(consolidated text)
CHAPTER 1
GENERAL PROVISIONS
§ 1.
Foundation named “Pro Musica Viva” hereinafter referred to as the Foundation, established by:
– Roman Rewakowicz
– Ewa Samborska
hereinafter referred to as the Founders, by notarial deed in the Notary’s Office in Warsaw, 9 Ordynacka Street, for repertory number A No. 6199/98 of July 17, 1998, operates on the basis of the provisions of the Act of April 6, 1984 on Foundations (Journal of Laws of 1991 No. 46 item 203) and the present Statute. The Foundation conducts public benefit activities and meets the requirements of a Public Benefit Organization as stipulated in the Act on Public Benefit Activity and Volunteerism of April 24, 2003 (Journal of Laws of 2003, No. 96, item 873).
§ 2.
The Foundation has legal personality.
§ 3.
The seat of the Foundation is the City of Warsaw.
§ 4.
The competent Minister in view of the objectives of the Foundation is the Minister of Culture.
§ 5.
(1) The area of operation of the Foundation is the Republic of Poland.
(2) For the proper implementation of the statutory objectives of the Foundation may conduct activities in the country and abroad of the Republic of Poland.
(3) The duration of the Foundation is indefinite.
§ 6.
(1) The Foundation may establish branches and join companies and foundations.
(2) Accession to companies and foundations, may not take place if the result could change the purpose of the Foundation.
§ 7.
The Foundation uses a stamp indicating its address and headquarters.
§ 8.
The Foundation conducts activities for the benefit of the community at large.
CHAPTER 2
OBJECTIVES AND PRINCIPLES OF THE FOUNDATION
§ 9.
(1) The purpose of the Foundation is to support classical music by:- supporting music institutions:
– supporting music institutions
– supporting music education
– funding scholarships
– funding concerts
– funding musical recordings
– funding editions of sheet music, scores and books on music
– promoting soloists and ensembles
– popularizing and disseminating musical culture
– support and popularization of undertakings in the field of culture and art, including: theatrical performances, art exhibitions, photography, film presentations and others.
(2) Funding of concerts, music recordings, publications, as well as other undertakings in the field of culture and art listed in item 1 consists in supporting the organizer by paying the costs of such an undertaking in part or in whole by the Foundation. The Foundation may also independently organize ventures implementing its statutory objectives.
(3) The Foundation may carry out the objectives specified in § 9 point 1 in the form of unpaid and paid public benefit activities in the following areas:
– activities related to the exhibition of artistic performances;
– activities supporting the exhibition of artistic performances;
– activities in the field of sound and music recording;
– publishing of magazines and other periodicals;
– other publishing activities;
– activities related to the production of films, videos and television programs;
– film projection activities.
CHAPTER 3
ASSETS AND INCOME OF THE FOUNDATION
§ 10.
The Foundation’s assets consist of a founding fund in the amount of PLN 2,000 (two thousand), contributed by the Founders, as well as funds, movable and immovable property acquired by the Foundation in the course of its operation.
§ 11.
(1) The Foundation shall allocate the surplus of income over costs for the realization of statutory purposes.
(2) The remuneration of the Foundation for paid public benefit activities may not exceed the value resulting from the calculation of the costs of these activities.
(3) When the Foundation conducts paid public benefit activities, the remuneration of individuals for employment in the performance of statutory paid public benefit activities of the Foundation may not exceed the amount specified in the Law on Public Benefit Activities and Volunteerism. This applies to remuneration for the provision of labor or services, regardless of the manner in which the employment relationship was established or the type and content of the civil law agreement with the individual.
(4) The Foundation shall be liable for its obligations with all its assets.
§ 12.
The Foundation’s income comes in particular from:
(1) grants, subsidies, donations, inheritances and bequests;
(2) funds from the state and local government budgets, in particular for the implementation of state and local government mandated tasks;
(3) subsidies of legal entities;
(4) paid statutory activities;
(5) income from collections;
(6) income from real and movable property and property rights transferred to the Foundation for a fee or free of charge;
(7) funds derived from interest on deposits in bank accounts;
§ 13.
Income from donations, grants, bequests and legacies may be used for all purposes of the Foundation, unless the donors have agreed otherwise.
§ 14.
If the Foundation is called to inherit, the Board of Directors shall make a declaration of acceptance of the inheritance with the benefit of inventory and only if, at the time of making this declaration, it is clear that the active state of the inheritance significantly exceeds the inheritance debts.
§ 15.
(1) The Board of Directors by resolution may grant to particularly meritorious natural or legal persons the title of Honorary Sponsor of the Foundation. The title of Honorary Sponsor is of a personal nature.
(2) The Board of Directors may establish badges, medals of honor and award them along with other awards and prizes, to individuals and legal entities meritorious for the purposes of the Foundation.
§ 16.
It is prohibited to:
(1) Granting loans or securing liabilities with the assets of the organization in relation to its members, members of its organs or employees, as well as persons with whom the members, members of the organs and employees of the organization are married, in cohabitation or in a relationship of kinship or affinity in a direct line, kinship or affinity in the collateral line to the second degree or are related by adoption, guardianship or custody, hereinafter referred to as “related persons”.
(2) Transfer of the assets of the Foundation for the benefit of members of its bodies or employees and their relatives, on principles other than in relation to third parties, in particular if this transfer is made free of charge or on preferential terms;
(3) use of the assets of the Foundation for the benefit of members of its bodies or employees and their relatives, on terms other than in relation to third parties, unless such use directly results from the statutory purpose of the Foundation;
(4) purchasing goods or services from entities in which members of the organization, members of its bodies or employees and their relatives participate, on principles other than in relation to third parties or at prices higher than market prices.
CHAPTER 4
ORGANS AND ORGANIZATION OF THE FOUNDATION
§ 17.
The organs of the Foundation are:
(1) The Foundation Council.
(2) The Foundation Board.
§ 18.
(1) The Council of the Foundation is a collegial body for the control and supervision of the Board of the Foundation and has the power to inspect the operation at any time. Each member of the Council of the Foundation has the right to inspect the entire documentation of the Foundation and to request explanations from individual members of the Board and employees of the Foundation.
(2) The Foundation Council shall be composed of the Founders who signed the act of establishment of the Foundation and other persons in case they are co-opted to the Foundation Council. Co-option shall be carried out by resolution of the current Foundation Council after written consent to the accession of the new member to the Council.
(3) Membership in the Council of the Foundation shall cease upon resignation or death, as well as due to illness, disability, loss of strength resulting in a permanent inability to perform the function.
(4) Members of the Foundation Council may not be persons:
a) who are members of the Board of Directors of the Foundation or who are married to them, in cohabitation, in a relationship of consanguinity, affinity or business subordination;
b) who have been sentenced by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.
(5) Members of the Council of the Foundation may receive, for performing their functions in this body, reimbursement of reasonable expenses or remuneration in the amount specified in the Law on Public Benefit Activity and Volunteerism.
§ 19.
The powers of the Foundation Council include:1. nadzór nad realizacją głównych kierunków działania Fundacji;
(1) overseeing the implementation of the main directions of the Foundation;
(2) making motions regarding the Foundation’s activities;
(3) giving its opinion on the Foundation’s long-term and annual action programs;
(4) expressing opinions on matters submitted to it by the Board;
(5) appointing and dismissing members of the Foundation Board;
(6) adopting regulations of the Foundation Board;
(7) determining the remuneration of the Board Members;
(8) establishing the internal organization of the Foundation;
(9) considering and approving reports on the activities of the Board of Directors and granting discharge to the Board of Directors of the Foundation;
(10) adopting resolutions on the merger of the Foundation, its liquidation and allocation of its assets, establishment of a branch, and amending the Articles of Association of the Foundation.
§ 20.
The Foundation Council at its first meeting elects from among its members a Chairman, Vice-Chairman and Secretary of the Foundation Council.
§ 21.
(1) The Foundation Council shall work at meetings convened by the Chairman, or at the request of two members of the Council, at least once a year. Meetings of the Foundation Council shall be minuted.
(2) A representative of the Foundation Board shall participate in the meetings of the Foundation Council in order to provide explanations.
§ 22.
Resolutions of the Council of the Foundation shall be passed by a simple majority of votes, except that the validity of resolutions of the Council of the Foundation requires the presence of at least half of its members, including the presence of the Chairman or Vice Chairman.
§ 23.
(1) Each member of the Foundation Council shall have one vote. Resolutions, except in cases specified in paragraph 2, shall be passed by a simple majority of votes, in the event of an equal number of votes, the vote of the Chairman or, in his absence, the Vice-Chairman shall be decisive.
(2) An absolute majority of votes is required to pass a resolution on the dismissal of the Board or a member of the Board, the merger of the Foundation, its liquidation, the creation of a branch, as well as amendments to the Articles of Association.
§ 24.
(1) To participate in the meeting of the Foundation Council may be invited persons and representatives of an organization whose activities coincide with the objectives of the Foundation.
(2) The participation of the persons listed in paragraph 1 in the meetings of the Council is advisory.
CHAPTER 5
BOARD OF DIRECTORS OF THE FOUNDATION
§ 25.
(1) The Management Board of the Foundation, hereinafter referred to as the Board, shall consist of 1-3 persons and shall be appointed for an indefinite period of time.
(2) Membership of the Board shall cease upon dismissal or death.
(3) A member of the Board shall be dismissed by the Foundation in the event of:
– submission of resignation,
– taking up a job, the nature of which prevents the proper performance of the function of a member of the Board,
– illness, disability, loss of strength resulting in permanent inability to perform the function,
– incompletion of the duties of a member of the Board for more than a year,
– exceeding 75 years of age,
– improper performance of the functions of a member of the Management Board,
– significant violation of the provisions of the Statute.
(4) Members of the Board of the Foundation shall not be convicted by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.
§ 26.
The work of the Board is managed by the President, appointed from among the Board members by the Foundation Council.
§ 27.
The President from among the Board of Directors may appoint a Vice President and a Secretary.
§ 28.
(1) The Board of Directors shall manage the activities of the Foundation and represent it outside.
(2) The Board shall act in accordance with the regulations approved by the Foundation Council.
§ 29.
The powers of the Board of Directors include, in particular:
(1) developing multi-year and annual plans of the Foundation;
(2) planning and implementing projects and revenues and expenses related to statutory activities;
(3) managing the assets of the Foundation;
(4) entering into contracts on behalf of the Foundation;
(5) hiring employees and associates of the Foundation;
(6) accepting subsidies, donations, inheritances and bequests;
(7) preparing an annual substantive report on the activities of the Foundation and presenting it to the Foundation Council and, after its approval, making the report public in a manner that allows interested parties to become familiar with it;
(8) to prepare an annual financial report containing, in particular, the Foundation’s balance sheet and the Foundation’s profit and loss account, and to present it to the Foundation’s Council and, once approved by the Council, to make the report public in a manner that allows interested parties to become acquainted with it;
(9) making public the reports referred to in items. 7 and 8, in the event that the Foundation Council delays more than one month in deciding whether to approve or reject them;
(10) to propose amendments to the Articles of Association, liquidation of the Foundation and merger.
§ 30.
Declarations of intent on behalf of the Foundation are made by two members of the Board.
§ 31.
Resolutions of the Board shall be adopted by a simple majority of votes, except that the validity of resolutions of the Board requires the presence of at least half of its members, including the presence of the President. In the event of an equal number of votes, the President’s vote shall be decisive.
§ 32.
Board meetings are held as needed and are minuted.
CHAPTER 6
AMENDMENT TO THE ARTICLES OF ASSOCIATION
§ 33.
Amendments to the Articles of Association may not involve changes to the purpose of the Foundation.
§ 34.
Decisions to amend the Articles of Association are made by the Council of the Foundation by resolution at the request of the Board or on its own initiative.
CHAPTER 7
FINAL PROVISIONS
§ 35.
(1) The Foundation shall be liquidated in the event of the achievement of the purposes for which it was established, or in the event of exhaustion of its financial resources and assets.
(2) Decisions on the liquidation of the Foundation shall be made by the Foundation Council.
(3) Liquidation shall be carried out by the Board, unless the Council of the Foundation in a resolution appoints another liquidator, who shall have all the powers of the Board during the liquidation.
(4) The assets remaining after liquidation shall be allocated to non-profit organizations operating in the Republic of Poland with similar statutory objectives.
§ 36.
The Articles of Association shall enter into force as of the date of registration of the unified text of the Articles of Association by the District Court for the Capital City of Warsaw.