Foundation statute

Art. 1

1. The foundation under the name: The Swan Foundation, hereinafter referred to as the “Foundation”, established by: Maciej Dziedzic, PESEL (Polish Resident Identification Number): 84041503810, Patrycja Natalia Górska PESEL: 86011016720, Magdalena Barbara Piórkowska, PESEL: 90110708682, and Magdalena Agnieszka Gąsiorowska, PESEL: 82041300369, hereinafter collectively referred to as the Founders and separately a Founder, by notarial deed Rep. A No. 669/2016 made on 01/06/2016 by Ewelina Dudek, a notary public in Warsaw at the Notary’s Office in Warsaw.

2. The Foundation operates under the provisions of the Act of 6 April 1984 on Foundations (that is, Journal of Laws of 1991, No. 46, item 203 with later amendments), Act of 24th April 2003 on Public Benefit and Volunteer Work (Journal of Laws of 2003, No. 96, item 873, with later amendments) and this Statute.

3. The register court competent for the Foundation is the District Court for the Capital City of Warsaw.

4. The activities of the Foundation are in line with the basic interests of the Republic of Poland.

Art. 2

1. The Foundation is a legal person.
2. The Foundation is based in the city of Warsaw, Poland.
3. The duration of the Foundation is indefinite.

Art. 3

A Minister competent for the Foundation is the Minister of National Education.

Art. 4

1. The Foundation operates in the territory of the Republic of Poland and internationally.

2. For fulfilment of its objectives, the Foundation may carry on its activity outside of Poland, under the applicable law.

Art. 5

The Foundation may establish branches, plants, agencies and enter into companies and foundations.

Art. 6

1. The Foundation may keep a Book of Honorary Members, to which natural and corporate persons, who have contributed to the development of the activities of the Foundation in a particular manner, can be entered.

2. The Foundation may establish honorary medals and other awards that will be granted to natural persons, legal persons and social organisations immensely meritorious for the Foundation.

Purpose and forms of activity of the Foundation

Art. 7

The objectives of the Foundation are:

1) promotion of activities for development of teaching, education and science,

2) financing of studies at foreign universities for students who received the letter confirming the admission to a foreign university or are wards of the Foundation

3) connecting talented young people from the Polish high schools, international high schools and current students at the best universities of the world in one community, which exchanges the experience and is a source of mutual inspiration and information

4) connecting talented young people from the Polish high schools, international high schools and current students at the best universities of the world with the employment market.

5) professional activation of talented young people from the Polish high schools, international high schools and current students at the best universities of the world as early as in the period of study.

6) developing talents and expanding horizons of the most talented young people.

7) establishing contact and maintaining relationships with academic staff at the foreign universities

Art. 8

The Foundation is fulfilling its statutory objectives, among other things, by:

1) initiating, supporting and promoting scientific, academic, research and development, invention, educational, teaching and pedagogical activity as well as higher education, including the activity consisting in teaching of Polish citizens at the reputable universities abroad

2) establishing programmes of financial support for exceptionally talented people with Polish citizenship and letter confirming an admission to one of the Top 50 foreign universities;

3) initiating activity, organising, supporting and promoting the research and development units;

4) initiating contact, supporting and promoting talented young people with the future labour market

5) publishing and organising courses, trainings, seminars, conferences, lectures, fairs, exhibitions, vernissages, concerts and other artistic events;

6) cooperation with natural persons, Polish and foreign legal persons and other organisational units in order to achieve the statutory objectives and initiatives of the Foundation;

7) arranging mentoring meetings for talented young people with people and representatives of the companies that have been successful in their field

8) cooperation with mass media and electronic media in promoting the statutory objectives and initiatives of the Foundation;

9) organising charity events or volunteering for talented young people in difficult life circumstances, in particular, within charity events or public fund-raising carried out in accordance with generally applicable law;

10) financial, in kind and other support of individuals with Polish citizenship, Polish corporate and other organisational units in line with the statutory objectives of the Foundation or intended at achieving them;

11) providing school and out-of-school education, training and educational courses, including language learning,

12) providing tourism, sightseeing and recreation for the young people.

13) arranging charity meetings.

14) statutory activity of the Foundation is a non-profit activity.

Art. 9

The Foundation may fulfil its statutory objectives in cooperation with individuals, legal persons or other entities.

Assets and income of the Foundation

Art. 10

1. The assets of the Foundation consists of the Founding Fund in the amount PLN 1 000 (in words: one thousand złotys), mentioned in a notarial deed of establishment and the property acquired in the course of activity of the Foundation.

2. The income of the Foundation are:

1) income from financial operations (deposits, securities, etc.),
2) subsidies, subventions, donations, inheritance, bequests,
3) income from movable and immovable property and property rights.
3. The Foundation donates surplus income over costs for the statutory activity.

Art. 11

The Foundation shall be liable for its obligations by its entire property.

Art. 12

Income from grants, donations, inheritance and bequests can be used for any objectives of the Foundation, if the donors have not decided otherwise.

Foundation Bodies

Art. 13

The governing body of the Foundation is the Management Board of the Foundation, also referred to as the Board and the Funders

Art. 14

1. The Management Board shall comprise three or more members.

2. The term of the Management Board is 4 years.

3. The president of the Foundation’s Board is Chairman of the Board.

4. Members of the Management Board are appointed and dismissed by the Founders through a resolution,

5. A Member of the Management Board can be dismissed by the Founders upon resignation made by Member of the Management Board. A Member of the Management Board can be dismissed by the Founders may take place:

a) in case of improper fulfilment of the functions of Member of the Board for the reasons attributable to the Member of the Management Board,
b) in case of material breach of the provisions of the Statute of the Foundation, as a result of the fault of Member of the Management Board.

6. Members of the Management Board carry out the functions entrusted under an employment contract or civil law agreement.

7. Members of the Management Board shall not be convicted by a final judgment for an intentional crime prosecuted by public indictment or a tax offence.

Art. 15

The duties of the Management Board of the Foundation concern the matters related to the current activities of the Foundation:

1) managing the activities of the Foundation and administering its property,

2) representing the Foundation before external entities,

3) drawing up and implementing annual and multi-annual activity programmes of the Foundation,

4) accepting subsidies, donations, inheritance and bequests,

5) defining the organisational structure of the Foundation,

6) setting the volume of employment, rules and amount of remuneration and other benefits for the Foundation employees and the personnel working for the Foundation under civil law agreements,

7) adopting regulations and internal acts of the Foundation,

8) drawing up reports on the Foundation activities,

9) appointing ad hoc and permanent consultation and advisory bodies in connection with the implementation of various programmes,

10) inspiring new directions of activity of the Foundation,

11) granting individual awards and scholarships by the Foundation,

12) adopting resolutions on commencement and end of activity of units (branches, plants, subsidiaries etc.).

Art. 16

1. Resolutions of the Management Board are made by a simple majority of votes. If number of votes is equal, the vote of Chairman of the Management Board prevails.

2. Resolutions of the Management Board are made at Board meetings, which shall be recorded in the minutes.

3. Meetings of the Management Board are held as required, however at least twice a year.

4. Chairman of the Management Board decides if a meeting of the Management Board is needed and if a resolution at the meeting of Management Board is to be voted.

Art. 17

Declarations of intent on behalf of the Foundation shall be made by two Members of the Management Board acting jointly,

Art. 18

A detailed mode of operation of the Foundation is set forth in the “Regulations of the Management Board of the Foundation”.

Financial management of the Foundation

Art. 19

1. The Foundation conducts the financial management and keeps accounting records in accordance with the applicable regulations.

2. The Foundation can establish special-purpose funds. The regulations adopted by the Management Board of the Foundation define how these funds are established and used.

3. The financial year runs from 1st June to 31st May.

4. It is forbidden to:

1) grant loans or secure obligations toward members of bodies or employees and people, to whom the members of bodies or employees are married, with whom are in cohabitation or consanguinity or affinity in the direct line, consanguinity or affinity in the side line to the second degree or with whom they are relative due to the adoption, custody or guardianship, hereinafter referred to as the “relatives” with assets of the Foundation,

2) transfer the assets of the Foundation to members of bodies or employees or their relatives on terms other than to third parties, in particular if the transfer is made free of charge or on preferential terms,

3) use the assets of the Foundation for the benefit of members of bodies or employees or their relatives on terms other than to third parties, unless the use is directly in line with the statutory objectives of the Foundation,

4) purchase goods or services from entities, involving members of bodies of the Foundation or its employees or their relatives, on terms other than from third parties or at prices higher than the market prices.

Amendment of the Statute

Art. 20

1. The Statute may be amended by the Funders through a resolution adopted by a simple majority of votes in the presence of at least 3/4 of the Founders, after the presentation of the draft amendment by the Management Board of the Foundation.

2. Amendment of the Statute may not cause material changes in the objectives of the Foundation, referred to in Art. 7 of the Statute.

Final provisions

Art. 21

1. For the efficient accomplishment of its objectives the Foundation may merge with another Foundation.

2. The merger cannot happen if it might affect the objectives of the Foundation.

3. The decision about the merger shall be made by the Funders through a resolution adopted by a simple majority of votes in the presence of at least 3/4 of the Founders.

Art. 22

1. The Foundation shall be put under liquidation if it has fulfilled the objectives, for which it has been established or if its financial assets and property have been exhausted.

2. A resolution on liquidation of the Foundation, in the cases referred to in the legislation, shall be made by the Funders through an unanimous resolution, adopted at the proposal of the Management Board in the presence of at least 3/4 of the Founders.

3. The liquidation shall be carried out by a liquidator designated by the Founders through a resolution, referred to in section 2, who during the liquidation shall have all the rights and obligations of the Management Board.

4. The assets of the Foundation remaining after the liquidation shall be designated to the statutory objectives of the Foundation.

Art. 23

The internal organisation of the Foundation may be set forth in the “Organisational Regulations” adopted by the Management Board of the Foundation.