STATUTE OF THE FOUNDATION
STRAUSS GALA
1. Foundation named Strauss Gala Foundation, hereinafter referred to as the Foundation, established on January 15, 2019 in Kłodzko
By the Notarial Deed Repertory A 270/2019, the Founder acts on the basis of the provisions of Polish law and these Articles of Association.
2. The founder may waive all of his rights under the statute and legal regulations to another person.
3. The Foundation is apolitical and is not associated with any religion.
§ 2
The Foundation has legal personality.
§ 3
1. The seat of the foundation is the town of Mikowice, commune of Kłodzko.
2. The Foundation has been established for an indefinite period.
3. The minister competent for the scope of activities and goals of the Foundation is the Minister of Culture and National Heritage.
§ 4
1. The area of the Foundation's activity is the territory of the Republic of Poland, and to the extent necessary for the proper implementation of its objectives, it may also operate outside the borders of the Republic of Poland.
2. The Foundation may use a name translation in selected foreign languages for the purposes of international cooperation. This does not exclude the obligation to use the name of the foundation in Polish at the same time.
§ 5
1. The Foundation may establish badges and medals of honor and award them, along with other awards and distinctions, to natural and legal persons of merit for the Foundation.
2. The Foundation uses a seal with the name and seat of the Foundation and may use a graphic symbol that distinguishes it.
Goals and methods of operation of the Foundation
§ 6
1. The aim of the Foundation's activity is educational and cultural activity in the field of popularizing music and playing musical instruments, organizing concerts and broadly understood music education among children and adolescents, supporting the musical activity of adults and the elderly, and enabling the realization of musical passions regardless of age.
2. The Foundation conducts public benefit activities in the field of the following public tasks:
1) activities for the integration and professional and social reintegration of people at risk of social exclusion;
2) charity work;
3) development of cultural and musical awareness through public promotion of music in the form of concerts and publishing materials;
4) activities for the benefit of people of retirement age;
5) activities for the disabled;
6) activities for equal rights of women and men;
7) activities supporting the development of communities and local communities;
8) science, higher education, education, education and upbringing;
9) recreation for children and adolescents;
10) culture, art, protection of cultural goods and national heritage;
11) promotion and organization of volunteering;
12) musical and educational activities for the family;
§ 7
The Foundation achieves its goals by:
1) musical education of children and youth in the local community and in Poland;
2) popularizing learning to play instruments and making music together;
3) supporting amateur (non-professional) musical activity, especially among local communities;
4) disseminating knowledge about the benefits of active music-making, in particular playing musical instruments, for the intellectual and emotional condition of the society;
5) strengthening the family and non-family environment in creating optimal conditions for the musical development of children and youth;
6) conducting charity activities supporting the dissemination of music and the development of musical talents and passions, regardless of age and health;
7) supporting initiatives serving the purposes of the Foundation and promoting innovative initiatives in the areas of the Foundation's interests, including the activation of local communities;
8) organizing and conducting various forms of recreation for children and youth;
9) supporting the development and promotion of culture and art;
10) building social bonds and activities for the benefit of the family by promoting and educating children and youth towards musical development and making music together;
11) organizing trainings, workshops, seminars and conferences to promote knowledge about musical education and its role in human development;
12) conducting publishing activities in the scope of implementing the statutory objectives;
13) initiating and organizing actions aimed at financial support of the statutory activities of the Foundation, such as concerts, exhibitions, shows, auctions, special events, fundraising;
15) activities aimed at equalizing access to artistic education for children and youth from small towns and villages;
16) disseminating the results of scientific research on the positive impact of music and making music on the development of child's intelligence;
17) cooperation with self-government authorities, government authorities and non-governmental organizations in the scope specified for the purposes of the Foundation's operation.
§ 8
The Foundation operates on the basis of the Foundations Act of April 6, 1984 and other regulations in other acts to which the Foundation's activities apply.
§ 9
1. The Foundation may support all entities, legal entities and natural persons, as well as cooperate with them in all activities contributing to the implementation of the Foundation's statutory objectives, both in Poland and abroad.
2. Detailed rules and conditions for the implementation of the above-mentioned goals may be specified in the internal regulations of the Foundation.
Foundation assets and income
§ 10
The assets of the Foundation are its founding fund in the amount of PLN 4,000.00 (four thousand) and other property acquired by the Foundation in the course of its operations.
§ 11
The Foundation's income may come in particular from:
1) donations, inheritances, bequests,
2) subsidies and subsidies and grants,
3) income from collections and public events, campaigns and charity auctions,
4) income from the Foundation's assets,
5) earmarked subsidies for the implementation of specific tasks,
6) interest and bank deposits,
7) other income.
§ 12
1. Income from grants, subsidies, donations, inheritances and bequests may be used for the implementation of any purpose of the Foundation, unless the donor indicates a purpose covered by the scope of the Foundation's activities.
2. The entire income obtained by the Foundation is allocated exclusively to its statutory activities.
Foundation authorities
§ 13
The Foundation's authorities are:
The Management Board of the Foundation, hereinafter referred to as the Management Board, as the governing body.
The Foundation Council as a supervisory, advisory and opinion-forming body
The Founder may appoint the Foundation Council at any time, as at the date of establishing this Foundation under the name Strauss Foundation Gala, the Foundation Council is not appointed.
The Foundation Council will be appointed by the Founder's resolution and does not constitute an amendment to this statute.
If the Foundation Council is appointed, hereinafter referred to as the Council, it will act as a supervisory, advisory and opinion-making body and will be subject to the following provisions of the Statute:
Foundation Council
§ 14
1. The Council acts as a supervisory body and is also an advisory and opinion-giving body for the Foundation.
2. The Supervisory Board is a separate body from the Management Board and is not subject to it in terms of internal control or supervision.
Par. 15
1. The Supervisory Board is composed of two to five members who perform their functions for an indefinite period.
2. The members of the first composition of the Council and the Management Board are appointed by the Founder. The next members of the Council, in place of persons who have ceased to perform this function or to extend the composition of the Council, are appointed by the Council by resolution from among persons proposed by the Founder and at his request.
3. Membership in the Council shall cease in the event of: a) death, b) dismissal, c) written resignation, d) appointment to the Management Board, e) establishing an employment relationship with the Foundation
4. In particularly justified cases, the Founder may dismiss a member of the Council.
§ 16
1. Members of the Council
a) cannot be members of the Management Board
2. Members of the Supervisory Board do not receive remuneration for participation in the work of the Supervisory Board. Members of the Council may receive reimbursement of documented expenses related to participation in the work of the Council, including travel costs, in the amount not exceeding the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year.
Par. 17
1. The Council elects the Chairman of the Council from among its members. The Chairman of the Council manages the work of the Council, represents it outside and convenes and chairs the meetings of the Council.
2. The Council meets at least once a calendar year.
3. Meetings of the Supervisory Board may be held with the use of means of distance communication, provided that all members may participate in the deliberations and have previously agreed to it in writing.
4. The Council is convened by the Chairman of the Council on his own initiative or at the request of the Management Board or the Founder, submitted in writing.
5. The Supervisory Board makes decisions in the form of resolutions adopted by a simple majority of votes in the presence of at least half of the members. In the event of an equal number of votes, the Chairman has the casting vote.
§ 18
The tasks of the Council include in particular:
a) appointing and dismissing the President and members of the Management Board with the consent of the Founders, subject to § 15 section 2, in the absence of the Foundation Council, this role is taken over by the Founder.
b) making decisions on employing the President of the Management Board and determining his remuneration if the President of the Management Board is employed pursuant to the provisions of the labor law
c) evaluation of the work of the Management Board, acceptance of annual reports or balance sheets and granting a vote of approval to members of the Management Board,
d) controlling the current activities of the Management Board,
e) setting the main directions of the Foundation's activities in consultation with the Founders,
f) supervision over the activities of the Foundation,
g) expressing opinions on matters presented by the Management Board,
h) giving opinions on the Foundation's programs and activity plans,
i) giving opinions on changes to the Foundation's statute,
j) expressing consent to a merger with another foundation or liquidation of the Foundation.
Par. 19
The Council, in order to perform its tasks, is entitled to:
a) require the Management Board to present any documents relating to the Foundation's activities,
b) demand reports and explanations from the Management Board and employees of the Foundation,
c) audit the Foundation's assets and financial control.
Foundation Board
§ 20
The Management Board of the Foundation manages its activities and represents it outside.
Until the Foundation Council is appointed - the Management Board performs all the duties arising from the Foundation's management and representation.
Par. 21
1. The Management Board is composed of one to four members, including the President of the Management Board. The founder may join the Management Board.
2. The first composition of the Board is appointed by the Founder. The next members of the Management Board are appointed by the Council with the consent of the Founder.
3. The Management Board is appointed for an indefinite period.
4. Members of the Management Board may remain in an employment relationship with the Foundation or perform their duties under an appointment.
5. The President of the Management Board may suspend a member of the Management Board from performing this function until the Supervisory Board makes a decision.
6. Membership in the Management Board expires as a result of: a) death, b) dismissal, d) resignation.
7. Dismissal of a member of the Board is made by a resolution of the Council with the consent of the Founder in the event of: a) illness, disability or loss of strength resulting in permanent inability to perform the function; b) judicial deprivation of public rights, c) improper performance of the function of a member of the Management Board; d) material breach of the provisions of the statute.
§ 22
1. The President of the Management Board convenes meetings of the Management Board and presides over them.
2. If the Management Board consists of more than one person, it makes decisions in the form of resolutions. Resolutions are adopted by a simple majority of votes in the presence of at least half of the members, unless other provisions of the statute or law provide otherwise. In the event of an equal number of votes, the President of the Management Board has the casting vote.
3. All members of the Management Board must be notified of the meeting of the Management Board, electronic correspondence is permitted.
4. The Management Board may appoint proxies to manage a separate sphere of matters belonging to the Foundation's tasks.
Par. 23
1. The Management Board of the Foundation, in particular:
a) develops and implements annual and long-term plans and strategies for the Foundation's operations,
b) adopt annual financial plans, balance sheets and reports on the Foundation's activities
c) represents the Foundation outside,
d) adopts the regulations and internal acts of the Foundation,
e) manages the activities of the Foundation and manages its assets,
f) determines the amount of employment, rules and amounts of remuneration and other gratuities for employees of the Foundation, as well as people cooperating with the Foundation on the basis of civil law contracts,
g) makes decisions on all matters not transferred to the competence of other authorities,
h) makes declarations of will on behalf of the Foundation,
i) decides to merge with another Foundation and liquidate the Foundation - with the consent of the Founders,
j) gives opinions on changes in the Foundation's statute,
k) determines the organizational structure of the Foundation,
l) appoints permanent and ad hoc opinion-making and advisory bodies in connection with the implementation of individual programs,
m) makes other decisions, not reserved in the statute or legal regulations for other bodies.
2. Every year, by September 30, the Management Board is obliged to submit to the Foundation's Council an Annual Report on the Foundation's activities.
Representation
§ 24
1. Declarations of will on behalf of the Foundation are made independently by the President of the Management Board, 2 members of the Management Board jointly or an appointed proxy independently, subject to sec. 2 and this also applies to contracting liabilities in matters of property.
2. In order to incur liabilities in property matters, the unitary amount of which exceeds PLN 1,000,000 (1 million), the cooperation of two members of the Management Board, including the President of the Management Board, is required.
If the Board consists of one person, the approval of the Board member or the Founder is required for the above.
3. In relations with the President of the Management Board, declarations of will on behalf of the Foundation are made by one of the Council members or the Founder.
Principles of the Foundation's financial management
§ 25
1. The Foundation may employ employees. The general principles of employing and remunerating employees are determined by the Foundation's Management Board.
2. In order to carry out paid and unpaid statutory activity, the Foundation may pay remuneration to individuals for the performance of work or services, regardless of the method of establishing an employment relationship or the type and content of civil law contracts concluded with them, in an amount not exceeding 1.5 times average monthly salary in the enterprise sector, announced by the President of the Central Statistical Office for the previous year.
This does not apply to natural persons providing concert services - singers, musicians and others cooperating in the organization of concerts, including members of the Council who are artists, whose remuneration is determined without the above restrictions.
3. The remuneration of the employed members of the Management Board will be paid without prejudice to the property transferred by the Founder to the founding fund of the Foundation.
Par. 26
1. The Foundation may not grant loans or secure liabilities with its assets in relation to members of the Management Board, Council members, employees of the Foundation and persons with whom these persons are married, cohabiting or in a straight line kinship or affinity.
2. The Foundation may not transfer its assets to members of the Management Board, Council members, Foundation employees and their relatives, on terms other than in relation to third parties, in particular if the transfer is free or on preferential terms.
3. The Foundation may not use the property for the benefit of members of the Board, Council members, Foundation employees and their relatives on terms other than in relation to third parties, unless this use results directly from the statutory purpose.
4. In the event of appointment to inheritance, the Foundation's Management Board shall submit a declaration of acceptance of the inheritance with the benefit of inventory only if, at the time of submitting this declaration, it is obvious that the active status of the inheritance significantly exceeds the inheritance debts.
Par. 27
1. The Foundation conducts financial management and accounting on general terms.
2. The Foundation may create special purpose funds; the principles of their creation and use are set out in the regulations adopted by the Management Board.
Change of the Articles of Association
§ 28
The founders make changes to the statute. Amendments to the statute may concern the Foundation's goals.
Liquidation of the Foundation
Par. 29
1. The Foundation is liquidated in the event of:
a) achieving the goals for which it was established,
b) when its funds and property are exhausted.
2. The decision to liquidate the Foundation is made by the Management Board in the form of a unanimous resolution, with the consent of the Founders and with the consent of the Council expressed in the form of a resolution adopted by a simple majority of votes.
3. The liquidators of the Foundation are appointed and dismissed by the Council with the consent of the Founders.
4. The funds and property remaining after the liquidation of the Foundation will be allocated by a resolution of the Council to foundations with similar goals operating in the Republic of Poland.