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WDA Statute: Statute of the Foundation

Statute of the Foundation

I. GENERAL INFORMATION

§ 1

The foundation called „Warsaw Destination Alliance”, hereinafter referred to as the Foundation, established by Arkadiusz Kłoszewski, operates on the basis of provisions of the Foundations Act of 6 April, 1984 (uniform text; OJL of 1991, No 46, item 203) and the present Statute.

§ 2

The Foundation has the status of legal person.

§ 3

The seat of the Foundation shall be the capital city of Warsaw.

§ 4

The competent minister shall be the Minister of Culture.

§ 5

The Foundation shall operate in Poland and abroad.

§ 6

The duration of the Foundation shall be unlimited.


II. OBJECTIVES AND RULES OF OPERATION

§ 7

The Foundation has been created for the following purposes:
1. to promote Warsaw in the world as a universal culture value,
2. to extol Warsaw and its achievements as a genius loci using various means of
3. communication,
4. to promote and support the work of natural and corporate persons, institutions and
5. communities linked with the city,
6. to propagate Warsaw’s history and its urban culture,
7. to expand the knowledge of its historical monuments,
8. to support initiatives aimed at improving the standard of living of the local population,
9. to reinforce the ties between Warsaw and its sister cities.

§ 8

The Foundation realizes its objectives through:
1. collection and publication of materials pertaining to the city of Warsaw,
2. organization of any type of advertising campaigns world-wide pertaining to the city of
3. Warsaw as a unique cultural and tourist value,
4. organization of meetings with persons with ties to the city and engaged in its
5. development attended by various communities in order to popularize the activities of such persons,
6. active support of initiatives designed to improve safety in the city,
7. world-wide co-operation with similar organizations.

III. FOUNDATION’S ASSETS AND INCOME

§ 9

The opening assets comprise the issued fund of PLN 150,000.00 referred to in the notarized act establishing the Foundation.

§ 10

Foundation’s income comes from:
1. donations, inheritances, bequests of individual persons,
2. donations of corporate persons,
3. incomes derived from collections, auctions and events organized by the Foundation or on its behalf,
4. charges and fees paid by participants in the programs organized by the Foundation,
5. business activities run by the Foundation

§ 11

1. Unless otherwise stipulated by the donor, income from donations, inheritances and bequests may be used for the realization of all the objectives of the Foundation.
2. Income derived from the Foundation assets shall be used solely for the purpose of realizing the statutory objectives and meeting the necessary operating costs of the Foundation.

§ 12

1. The Foundation can operate financial management and keeps books in terms and conditions stipulated under separate regulations.
2. The Foundation operates financial management in the scope of:
  Books publishing /PKD 22.11.Z/
  Magazines publishing /PKD 22.12.Z/
  Papers and periodicals publishing /PKD 22.13.Z/
  Books, papers, magazines and stationery retail /PKD 52.47.Z/
  Advertising /PKD 74.40.Z/
3. Whenever any of the above would need a special permit or license the Foundation would apply for it.
4. Financial operation of the Foundation would follow the law regulations.

§ 13

The Foundation keeps its books according to principles described in separate law regulations.

§ 14

1. The Foundation cannot give any loans to related to the Foundation partners, according to the definition described in paragraph 18, below.
2. The Foundation cannot pass on its assets in favour of any Partners related to the Foundation, as in paragraph 18, below, on different conditions than these related to any third party , especially if the passing on is free or preferential.
3. The Foundation cannot use its assets in favour of any Partners related to the Foundation, as in paragraph 18, below, on different conditions than these related to any third party, unless the statute provides for.
4. The Foundation cannot purchase from the related to Foundation partners any goods and services on any special conditions, as in paragraph 18, below.

IV. GOVERNING BODIES OF THE FOUNDATION

§ 15

The governing bodies of the Foundation are:
1. The Board of the Foundation
2. The Management Board of the Foundation

Board of the Foundation

§ 16

1. The Board of the Foundation shall consist of between 7 and 15 persons.
2. Members of the Board of the Foundation shall by persons indicated by the Founder and at least half of the Board Members should be hotel General Managers
3. In case of a Management change in any of the hotel member of the Foundation, which the General Manager of was the Board Member,
4. Members of the Board of the Foundation shall elect from among themselves the Chairman of the Board.
5. The term of office of the Board of the Foundation shall be 2 years.
6. Membership in the Board shall expire upon dismissal by the Founder or upon resignation.

§ 17

1. The Board of the Foundation shall be the supervisory body of the Foundation.
2. The competencies of the Board include:
  appointing and dismissing members of the Management Board of the Foundation,
  setting the main directions of operation of the Foundation and supervising their realization,
  presenting its opinion regarding matters submitted by the Management Board,
  setting guidelines for the Management Board regarding the distribution of funds,
  considering reports of the Management Board and ratifying its actions,
  adopting resolutions on the merger of the Foundation.

§ 18

1. The Foundation cannot sign any agreements with partners related to the Foundation (described below) unless it is agreed by the Board of the Foundation.
2. Partners related to the Foundation are (i) The Founder, Board Member or Management Board Member, their spouses and any relatives; (ii) subject controlling or controlled by the persons mentioned in (i), (iii) subject in which persons mentioned in (i) serve as Board Members or Management Board Members and the control means the possibility of indirect even influence on the management or the policy of the controlled subject  by having subject’s shares that allow to decide on its actions.
3. In the situation where the partner related to the Foundation is one of the above mentioned in  point 2, the adequate Board Member is obliged not to participate in the voting.

§ 19

1. The Board of the Foundation is convened by its Chairman on his own initiative or on a motion of the Management Board or at least 2/3 of all Board members.
2. The Board of the Foundation shall convene at least once every month. Members of the Management Board of the Foundation may participate in its meetings.
3. The Board of the Foundation adopts its decisions in the form of resolutions by an absolute majority of the votes cast. The validity of its resolutions requires the presence of at least a half of its members, including the Chairman. In the event of a tie the Chairman shall have the casting vote.

The Board of Management of the Foundation

§ 20

The Board of Management is the executive body of the Foundation.

§ 21

The Board of Management shall be appointed by the Board of the Foundation in a secret ballot.

§ 22

1. The Board of Management shall consist of between 1 and 3 members and its term of office shall be two years.
2. A member of the Board of Management may be recalled by the Board of the Foundation at any time before the end of the term.
3. In place of the dismissed member of the Board of Management the Board of the Foundation shall be obligated to appoint a new member.

§ 23

The Board of Management of the Foundation manages its affairs and represents it on the outside.

§ 24

The Board of Management takes all the decisions regarding the Foundation, and in particular:
1. draws up management reports,
2. manages the assets of the Foundation,
3. accepts donations, inheritances and bequests,
4. sets the level of employment and determines the funds used for the payment of
5. remuneration to the Foundation’s employees,
6. manages the day-to-day operations of the Foundation and takes responsibility for the
7. realization of its statutory objectives.

§ 25

Each member of the Board of Management may make declarations of will on behalf of the Foundation.

§ 26

The Board of Management adopts resolutions by an absolute majority of the votes cast. Presence of at least a half of its members is required for the validity of resolutions.

§ 27

Meetings of the Board of Management shall take place as required, not less frequently, however, than once a month.

V. FINAL PROVISIONS

§ 28

In order to achieve a greater effectiveness in attaining its statutory objectives the Foundation may, pursuant to a decision of the Board of the Foundation taken on a motion of the Management Board, merge with another foundations with similar statutory objectives on terms and conditions agreed by both interested parties.

§ 29

Changes in the Statute shall be made by the Founder.

§ 30

1. The Foundation shall be liquidated in the event of attaining the objectives, for which it had been established or due to the exhaustion of its funds and assets.
2. The Founder shall take the decision to liquidate the Foundation.
3. The Founder shall appoint the Liquidator of the Foundation.
4. The Founder shall decide on the disbursement of the Foundation’s assets following its liquidation.

§ 31

The Foundation shall each year, not later than on 31 March, submit to the competent minister a report from its activity for the previous year.

§ 32

The following persons formed the first Board of Foundation:
1. Noel Chretien
2. Pablo Graf
3. Michalis Michel
4. Ran Sharon

The following persons formed the first Management Board of the Foundation:
1. Gerhard Bauer
2. Arkadiusz Kłoszewski


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