STATUTE OF THE MANAGEMENT DEVELOPMENT FOUNDATION - MANAGE OR DIE
General provisions (draft)
§1
1. The Foundation is called "Foundation for Managerial Development - Manage or Die" and hereinafter referred to as "Manage or Die Foundation".
2. The Manage or Die Foundation was established by Artur Smolik, hereinafter referred to as the "Founder", on the basis of a notarial deed drawn up by Rep. A no .... by a notary ..., at a notary's office in Warsaw, at ul. ..., on ..., operates pursuant to the provisions of the Act of April 6, 1984 on foundations (Journal of Laws No. 46, item 203, as amended) and this statute.
3. Manage or Die Foundation may use a name translation in selected foreign languages for the purposes of international cooperation.
§2
1. Headquarters The Manage or Die Foundation is located in Wrocław.
2. The area of activity of the Manage or Die Foundation is the territory of the Republic of Poland, and to the extent necessary for the proper implementation of its goals, it may also operate outside the country.
3. In order to perform its statutory tasks, the Manage or Die Foundation may create permanent and temporary local offices.
§3
The duration of the Manage or Die Foundation is indefinite.
Goals and principles of operation of the Manage or Die Foundation
§4
1. The goal of the Manage or Die Foundation is to support ...
2. The Manage or Die Foundation pursues its goals in particular through:
1) ...,
2) creating and supporting initiatives to provide knowledge about social, economic and economic phenomena relevant to the goals of the Manage or Die Foundation,
3) preparing analyzes, expert opinions and opinions as well as conducting trainings, seminars and lectures in the scope specified in the statutory objectives of the Manage or Die Foundation,
4) information and education activities for the dissemination of knowledge about proposals and solutions in the field of management for the development of Polish managerial staff,
5) initiating and supporting training or other educational initiatives in the field of management and management psychology,
6) taking initiatives to consolidate the Polish managerial community,
7) taking actions to promote a management culture and high managerial standards in ...,
8) organizing scholarship and training programs for pupils and students in the field of management and entrepreneurship.
3. The statutory activity of the Manage or Die Foundation may be conducted as a free activity or as a paid activity within the meaning of the provisions on public benefit activity. Both these forms of activity are distinguished in accounting to the extent that allows for the determination of revenues, costs and results in accordance with the provisions on accounting.
4. In order to implement the statutory undertakings initiated by it, the Manage or Die Foundation may cooperate and support the activities of other institutions, organizations and people to achieve their statutory goals and support their activities.
5. The Foundation implements its statutory goals also through membership in organizations associating Polish and foreign foundations with statutory goals consistent with the goal of the Manage or Die Foundation.
6. As part of the implementation of its statutory objectives, the Manage or Die Foundation may initiate seminars, sports events, conferences, and media publications.
§ 5
1. The Foundation may establish scholarships, badges and honorary medals and award them, along with other awards and distinctions, to natural and legal persons who have contributed to the achievement of the objectives which are the statutory objectives of the Foundation.
2. In order to achieve its goals, the Foundation may appoint committees, including the Foundation's Program Committee. The composition, objectives and principles of operation of the committees are defined by the Supervisory Board.
3. The Council may define the principles of awarding honorary titles to persons and entities making donations and subsidies for the Foundation, and the terms of the Foundation's cooperation with these persons and entities.
Property and income of the Foundation
§6
1. The assets of the Manage or Die Foundation are its founding fund in the amount of ... PLN (say: ... c) granted in a declaration of will on the establishment of the Foundation and real estate and other assets acquired by the Manage or Die Foundation.
2. The revenues of the Manage or Die Foundation may come, in particular, from:
1) donations, inheritances, bequests,
2) subsidies and subsidies and grants,
3) income from collections and public events,
4) income from the assets of the Manage or Die Foundation,
5) income from assets, real estate and property rights, in particular securities and other financial instruments available on the capital market,
6) bank interest and deposits,
7) income from participation in the profits of legal persons.
3. Income from grants, subsidies, donations, inheritances and bequests may be used for the implementation of the Foundation's goals only with respect for the will of the heirs or donors.
4. In matters of accepting donations and inheritance, the declarations required by law are submitted by the Management Board.
5. If the Foundation is established for inheritance, the Management Board shall make a declaration of acceptance of the inheritance with the benefit of inventory.
6. The donor, by providing the Foundation with the funds, may stipulate that these funds are to be allocated to a specific type of the Foundation's activity. The Management Board may not accept this condition. If the transfer of funds is not accompanied by a detailed written purpose of their use, the Foundation may allocate them to the statutory purpose of its choice.
7. The Foundation may collect its funds in the Polish currency and in foreign currencies at appropriate banks in accordance with the provisions of the Polish foreign exchange law.
8. The Foundation has no right to undertake actions consisting in:
1) granting loans or securing liabilities with the Foundation's assets in relation to members of the Council, members of the Management Board or employees, and persons with whom members of the Council, Management Board or employees are married or in a relationship of straight lineage, kinship or affinity side to the second degree, or are related to adoption, guardianship or guardianship, hereinafter referred to as "relatives",
2) transferring the assets of the Foundation to members of the Council, members of the Management Board or employees of the Foundation and their relatives, on terms other than in relation to third parties, in particular if the transfer is free of charge or on preferential terms,
3) using the property for the benefit of members of the Council, members of the Management Board or employees of the Foundation and their relatives on terms other than in relation to third parties, unless this use is directly related to the performance of the Foundation's statutory tasks,
4) purchase on special terms of goods or services from entities in which members of the Council, the Management Board or the Foundation's employees and their relatives participate.
9. The Foundation creates a reserve fund to which funds from the income referred to in para. 6, if it is the donor's will. The Fund may be used for the purposes indicated in writing by the donor, and in the absence of such purposes, for the Foundation's activities. The use of resources from the reserve fund requires the consent of the Foundation Council. Interest on investments of the resources of the reserve fund are not subject to the above limitations.
§ 7
The Foundation may run a business.
Foundation bodies
§8
1. The bodies of the Foundation are:
1) the Foundation Council, hereinafter referred to as the "Council",
2) the Management Board of the Foundation, hereinafter referred to as the "Management Board".
2. The Council may appoint other bodies and define their competences.
Foundation Council
§9
1. The Council is the decision-making, supervisory and opinion-giving body of the Foundation.
2. The Council consists of at least three members.
3. The Founder is part of the Council by virtue of the statute.
4. The members of the first composition of the Council are appointed by the Founder. The next members of the Supervisory Board are replaced by persons who have ceased to perform these functions or in the case of enlargement of the Supervisory Board's composition, by decision of the Supervisory Board.
5. Members of the Council:
1) do not receive remuneration for participation in the work of this body, except for documented expenses related to participation in the work of these bodies, including travel and accommodation costs,
2) cannot be members of the Management Board or be related to the members of the Management Board in relation to kinship, affinity or subordination due to employment,
3) cannot be convicted by a final judgment for a crime of intentional fault.
6. In particularly justified cases, a Supervisory Board member may be dismissed as a result of a resolution adopted unanimously by other Supervisory Board members. The Founder may not be deprived of his membership in the Foundation Council in this way.
7. Membership in the Foundation Council shall cease in the event of a written resignation from membership or the death of a Council member.
8. By virtue of the statute, the Founder is the chairman of the Council. If the Founder is unable to perform the function of the Chairman of the Council, in particular death or permanent damage to health, the Council shall elect 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.
§10
1. The Council meets at least once a year and operates according to the regulations adopted by it.
2. The Supervisory Board is convened by the Chairman of the Supervisory Board on his own initiative or at the request of at least two Supervisory Board Members or the entire Management Board submitted in writing.
3. The Supervisory Board takes decisions in the form of resolutions, by a simple majority of votes, in the presence of at least half of its members. In the event of an equal number of votes, the Chairman of the Supervisory Board has the casting vote. Voting may be in writing.
4. The Supervisory Board may adopt resolutions in writing without scheduling a meeting. The date of adoption of a resolution is then the date of receipt by the Chairman of the Supervisory Board of the resolution signed by all members of the Supervisory Board, indicating whether a given member of the Supervisory Board votes for, against, or abstains from voting. The Chairman of the Supervisory Board sends the draft resolution to all members of the Supervisory Board by registered mail or by e-mail (if the Supervisory Board member has agreed to it in writing) together with the information that he will wait for the signed resolution to be returned within 5 days from the date of dispatch of the draft resolution.
5. The Supervisory Board may adopt resolutions without scheduling a meeting, using means of direct remote communication (telephone, teleconference, e-mail, etc. technical means), provided that all members of the Supervisory Board consent to adopting a resolution in this manner and will participate in it. taking. A resolution in the above-mentioned manner is adopted in such a way that the Chairman of the Council communicates one by one or simultaneously with all members of the Supervisory Board and presents them with a draft resolution, and then waits for individual members of the Supervisory Board to vote on the resolution via an agreed telecommunications means for a specified period of time. time, which may not be less than 30 minutes from the moment of presenting the content of the draft resolution to a given Supervisory Board member; failure to cast a vote within the specified period of time is tantamount to the objection of a given Supervisory Board member to such a procedure for adopting a resolution. The Chairman draws up a protocol on the course of such voting, which is signed by the Supervisory Board members participating in the voting at the next meeting.
6. A resolution of the Supervisory Board adopted in writing or using means of direct remote communication is valid when all members of the Supervisory Board have been notified of the content of the draft resolution.
7. Adoption of resolutions in the manner specified in sections 5 and 6 above does not apply to the approval of the Foundation's reports and programs of activity and to making decisions on personnel matters.
§11
The tasks of the Council include in particular:
1) supervision over the activities of the Manage or Die Foundation,
2) setting the main directions of the Foundation's activities,
3) approving the Foundation's annual and long-term activity plans,
4) approving the Foundation's annual financial plans,
5) appointing and dismissing the President, Vice President and members of the Management Board,
6) making decisions on employing members of the Management Board and determining their remuneration,
7) assessing the work of the Management Board, accepting annual reports on the Foundation's activities, approving annual financial statements and granting members of the Management Board a vote of approval,
8) making decisions to merge with another Foundation or to liquidate the Foundation,
9) establishing the rules of procedure of the Supervisory Board and approving the rules of procedure of the Management Board,
10) making changes to the Foundation's statute,
11) establishing the rules for granting subsidies and other forms of assistance from the Foundation's resources,
12) delegating members of the Supervisory Board for a period not longer than 6 months to temporarily perform the duties of members of the Management Board who have been dismissed, resigned or cannot perform their duties for other reasons,
13) expressing consent to the creation of a permanent or temporary local office.
§12
The Council is entitled to require the Management Board to present any documents relating to the Foundation's activities.
Foundation Board
§13
1. The Management Board shall consist of two to five members appointed by the Supervisory Board for a three-year term.
2. The function of the President or a member of the Management Board may be performed for more than one term.
3. The Management Board in its entirety or its individual members may be dismissed by the Supervisory Board before the end of the term of office by way of a resolution adopted unanimously by all members of the Supervisory Board.
4. In the event of changes in the composition of the Management Board during the term of office, the term of office of the newly appointed members ends with the end of the term of office of the entire Management Board.
§14
Membership in the Management Board expires as a result of death, long-term illness preventing participation in the work of the Management Board, resignation or dismissal.
§15
1. The Management Board manages the activities of the Foundation and represents it outside.
2. The tasks of the Management Board include in particular:
1) adopting annual and long-term plans of the Foundation's activities,
2) managing the Foundation's assets,
3) accepting donations, inheritance and bequests,
4) carrying out special instructions of donors, as long as they are not contrary to the Foundation's goals or the provisions of the statute,
5) preparing annual financial statements of the Foundation and annual reports on the Foundation's activities,
6) carrying out the tasks assigned by the Council,
7) adopting regulations and other acts of internal law not reserved in generally applicable regulations or in the statute to the competence of the Foundation Council.
3. Subject to the provisions of subpara. 4. The Management Board makes decisions at meetings in the form of resolutions adopted by a simple majority of votes. In the event of an equal number of votes, the President of the Management Board has the casting vote.
4. Resolutions of the Management Board may be adopted in the form of a written vote or using means of direct remote communication, provided that all members of the Management Board consent to it. The provisions of § 10 sec. 4-6.
5. The Management Board may appoint proxies to manage a separate range of matters belonging to the Foundation's tasks.
6. Every year, the Management Board is obliged to submit to the Foundation's Council:
1) the annual activity plan and the annual financial plan of the Foundation not later than by March 31 of the year to which these plans relate to the management of the Foundation's assets,
2) the annual activity report and the annual financial report of the Foundation not later than by March 31 of the year following the year to which these reports relate.
The manner of representation
§16
1. Declarations of will on behalf of the Foundation, subject to paragraph 2, are composed of two members of the Management Board acting jointly.
2. In matters relating to property obligations, the value of which does not exceed PLN 5,000 (say: five thousand), the declaration of will on behalf of the Foundation may be submitted by the President of the Management Board individually.
Organization of the Foundation
§17
The organizational structure of the Foundation will be defined by the Council in the form of regulations.
Change of the Articles of Association
§18
1. Amendments to the Articles of Association are made by the Council in the form of a resolution adopted by a simple majority of votes, always with the consent of the Chairman of the Council.
2. Amendments to the Statute may pertain to the goals for which the Foundation was established and specified in the founding act. In such a case, for the resolution to be valid, the unanimity of all members of the Supervisory Board is required.
Connection with another foundation
§19
1. The Foundation may merge with another foundation in order to achieve its goals effectively.
2. The decision to merge is made by the Council in the form of a resolution adopted by an ordinary majority of votes.
Liquidation of the Foundation
§20
1. The Council adopts a resolution on the liquidation of the Foundation in the event of achieving the goal for which the Foundation was established or in the event of exhausting the funds and assets of the Foundation.
2. If the Supervisory Board in the resolution referred to in para. 1 above will not appoint liquidators, the liquidation of the Foundation is carried out by the Management Board.
3. If, after the liquidation of the Foundation, funds remain, they will be transferred for public benefit purposes to other public benefit organizations designated by the Council, operating in the territory of the Republic of Poland, whose statutory objectives are similar to the Foundation's objectives.