Statutes of the Lech Walesa Instiute Foundation
Chapter 1
General remarks
§1
The Lech Walesa Institute Foundation was registered as Rep. A nr 6651/95 by Zbigniew Klejment, a public notary in Legionowo, on December 7, 1995. The Foundation acts in compliance with the Law on Foundations of April 6, 1984 (1991, 46, 203) and the resolutions of the present statues.
§2
The Foundation is a legal person.
§3
The Foundation's seat is in Warsaw.
§ 4
The Foundation can carry out its activity in the whole territory of Poland and abroad.
§ 5
The stamp of the Foundation reads as follows: Fundacja "Instytut Lecha Wa³êsy"
§ 6
The Foundation can issue medals and honorary awards to all those who have contributed either to the accomplishment of the Foundation's goals or to the Foundation itself.
Chapter 2
Foundation's Goals
§7
The Foundation's goals are as follows:
1. Protect national patrimony as well as independence and Solidarity tradition
2. Carry out research into the most recent history of Poland, particularly of social movements and political parties and their activity.
3. Support decentralization processes in Poland and the development of local self-governments
4. Propagate moral principles in politics and public life
5. Collect and analyze source materials concerning the history of the People's Republic of Poland
§8
The Foundation can achieve its goals by the following means, providing they are in compliance with the valid national law:
1. Promoting the Foundation's goals in the media
2. Financing:
a) research
b) conferences and lectures
c) grants and awards
d) existing research and museum centers
e) social initiatives in compliance with the Foundation's goals
f) archive collection and publications of scholarly character
g) foreign language courses
3. Supporting any editorial activity promoting the Foundation's goals
4. Promulgating Christian values in public life
5. Cooperating with any institution, organization or individual, both in Poland and abroad, on the accomplishment of the Foundation's goals.
6. Accomplishing its goals or commissioning their accomplishment to other institutions and individuals.
§9
When accomplishing particular goals the Foundation should undertake any activity aiming at achieving the goals, particularly those defined in && 10-14
§10
When carrying out activity to protect national heritage and independence and "SolidarnoϾ" tradition, the Foundation particularly:
a) provides financial and material support to the existing museum centers and sites of national remembrance
b) collects and transfers documents and objects of historical value to the already existing museums and research centers, universities and colleges
c) provides financial and logistic support in producing and distributing films and publishing books and other materials concerning the history of Poland
d) finances lectures and scholarly conferences on the history of Poland
e) finances grants and awards for individuals studying history of Poland, particularly the most recent one
§11
When accomplishing its goal of carrying out research and studies in the most recent history of Poland, and particularly in the social movements and political parties and their platform and activity, the Foundation undertakes the following:
a) finances the research into the most recent history of Poland
b) finances the research into political platforms of different political parties as well as political and social institutions existing in Poland after World War II and into their efficiency in implementing their platform
c) provides financial and material support to the existing research institutions, also universities and colleges which carry out research as defined in a) and b)
d) finances scholarships and grants for outstanding scholars and students dealing with the most recent history of Poland
e) grants prizes to the individuals whose research and writing significantly contribute to the knowledge of the most recent history of Poland and propagation of this knowledge in society
f) finances and participates in holding meetings, conferences and lectures focused on this particular goal of the Foundation
g) finances and promotes publications presenting analyses of the functioning of political parties and other political or social organizations
h) presents the results of the research it has financed or whose presentation is to be financed by the Foundation.
§12
While supporting the processes of decentralization of the State and consolidation of local self-governance, the Foundation:
a) finances research, especially in the domain of legal comparative studies, concerning territorial and vocational self-government
b) finances and holds scholarly conferences and lectures focused on local or vocational self-governance
c) propagates and supports any scholarly and sociological research informing on social and financial effects of the decentralization of the State,
d) provides financial support to any research into the effects of centralization and decentralization of the State
e) finances legal publications and elaboration of different bills
f) provides financial and material support to the existing scholarly and research institutions and publishing houses in their activity to promote the topic of self-governance
§13
While accomplishing the goal of promoting moral principles in politics and public activity, the Foundation makes use of all the information means to propagate the standard of all the individuals holding public offices to comply with the moral norms generally approved in Poland and based on Christian values.
In order to meet this goal, the Foundation finances publication and research (particularly in the sphere of psychology, philosophy, and sociology) on professional ethics and character traits desired for individuals holding public offices or those whose activity can have an impact on the behavior of vast social groups.
§14
While accomplishing the goal of collecting and analyzing source material useful for the studies in the history of the Polish People's Republic, the Foundation:
a) undertakes any activity as defined in &10 and concerning the period 1944-1989
b) finances documenting and publication of personal testimonies of the events of 1944-1989
§15
1. While supporting research and publications aimed at promoting moral principles in politics and public activity, the Foundation should first of all finance research and publications propagating Christian values, and particularly the teaching of the Roman Catholic Church.
2. The Foundation can make donations, contribute to and provide low-interest loans to legal and physical persons for the purpose:
a) of research, education, culture, physical culture and sports, health protection, social welfare of the handicapped, victims of natural calamities (fire, floods, etc.)
a) of religious cult, charity and welfare, public security, national defense, environment protection.
§16
The Foundation can cooperate with all the individuals and organizations, both governmental and non-governmental whose range of activity remains within the scope of the Foundation's goals. This Cooperation should contribute to the accomplishment of the Foundation's goals, and should consist in the following:
a) common financing of research and already existing research centers
b) experience exchange
c) common financing of scholarly conferences, lectures and meetings
d) common promulgation of the Foundation's goals
§17
Principles and forms of the foundation's activity should remain in compliance with its goals, whereas the range of its activity should be restricted to the accomplishment of the Foundation's goals.
§18
In the effort to popularize its goals the Foundation may establish and grant awards and prizes
Chapter III
Foundation's Property and Income
§19
The property of the Foundation is constituted of:
a) establishment fund of 1.200 PLN
b) foundation's income
c) legal and material acquisitions of the Foundation
§20
The Foundation's income can be specified as the following:
a) material and cash donations, legacies, and contributions
b) collections and profits from public events
c) subsidies provided by legal persons
d) interest on bank deposits
e) income made on bonds and securities as well as on moveable and non-moveable property
Chapter IV
Foundation's Bodies
§21
The Bodies of the Foundation are: Supervisory Board, Programmatic Board and Management Board.
§22
The tasks of the Supervisory Board are defined as propagation of the Foundation's goals and issuing of programmatic proclamations, supervision of all the activity of the Management Board and initiating of the spheres of the Foundation's activity, as well as carrying out other activities as defined in the Statutes.
§23
1. The Supervisory Board may consist of 5 to 15 members, including the President
2. The Supervisory Board may chose 1 to 3 Deputy Presidents and 1 Secretary from among its members
§24
1. The President and Members of the Supervisory Board are appointed and individually dismissed by the Founder, with the exception of 4. and 5.
2. Appointment and dismissal of the President and Member of the Supervisory Board requires a public notary act, with the exception of 3.
3. Establishment of the first Supervisory Board is completed on grounds of a written form without the requirement of it bearing a form of a public notary act
4. After the death of the Founder a Member of the Supervisory Board is appointed and dismissed by the Supervisory Board with the majority of two thirds of votes in a secret ballot with the statutory composition of the Board
5. After the Founder's death the President of the Supervisory Board is appointed from among the members of the Board in a secret ballot by an absolute majority of cast votes, whereas the dismissal is carried out in accordance with the procedure as defined in 4.
6. The term of office of the first Supervisory Board is two years.
§25
1. Meetings of the Supervisory Board are held at least twice quarterly.
2. The meeting of the Supervisory Board is called by the Founder or the President.
3. The President calls the meeting of the Supervisory Board
a) on the Founder's initiative
b) on his/her own initiative
c) on grounds of a written motion signed by at least three members of the Supervisory Board
d) on grounds of a written motion of the Management Board
4. The meeting should be held in 20 days from presenting the motion.
§26
Meetings of the Supervisory Board are called by means of registered letters sent out at least ten days before the date of the meeting. The invitation should specify place, hour and order of the meeting.
§27
1. Meeting of the Supervisory Board is valid as long as at least half of its members are present.
2. Resolutions of the Supervisory Board can be decided providing all the members have been invited.
3. Meeting of the Supervisory Board is valid and capable of deciding resolutions despite the lack of all the formal procedures of its calling in the case of the presence of all the Board members and the Founder, if the meeting is held in the lifetime of the Founder.
4. Presence at the meeting is valid only if an individual participates in it personally.
5. Meetings of the Supervisory Board can be participated by the Founder who should be informed about every meeting in accordance with & 26.
6. Meeting of the Supervisory Board should be attended by the President or Deputy President of the Management Board.
7. Meetings of the Supervisory Board can be attended by other individuals invited by the Founder or the President, however with no right to vote.
§28
1. Unless the Statues define more restrictive norms for deciding the Board's resolutions, they are decided upon by an absolute majority in open vote of the present members.
2. The Founder or Member can present a motion of a secret ballot.
3. Meetings of the Supervisory Board are recorded in minutes signed by the President or Secretary and the recorder.
§29
Other powers of the Supervisory Board not enumerated in the Statues are as follows:
a) proclamation of annual and long-term projects for the Foundation
b) appointment and dismissal of the Management Board
c) analysis and approval of the report of the Management Board's activity and the implementation of the budget for the past year
d) deciding resolutions on purchasing property
e) granting approval to dispose of property or to debit property
f) granting approval to dispose of property whose book value exceeds 10.000 PLN
g) delimiting the sum within which the Management Board can debit without the Supervisory Board's approval
h) establishment of awards and honorary medals and prizes, with the exception of & 30
i) awarding of awards, honorary medals, prizes and grants, with the exception of & 30.
j) deciding resolutions of establishing organizational units within the Foundation
k) approving of the Foundation's access to other organizations
l) proclamation of the rules and regulations for the Management Board
m) setting the remuneration of the President of the Management Board
n) approving of the remuneration principles of the Foundation employees as presented by the Management Board.
o) formulating opinions on the issues presented by the Founder or the Management Board
p) appointing and dismissing of the members of the Programmatic Board
§30
Establishment and awarding of an award, honorary medal, prize or grant requires the Founder's approval only within his lifetime.
§30.1.
The Programmatic Board is an advisory body of the Foundation. The tasks of the Board are as follows:
1. Formulating opinions on issues presented by the Founder, Supervisory Board or the Management Board.
2. Formulating opinions on the long-term projects of the Foundation
3. Proposing lines and directions of activity of the Foundation
§30.2.
The Programmatic Board is constituted of at least 15 members. Members of the Programmatic Board are appointed by the Founder in writing on the motion of the Supervisory Board, and after the Founder's death members of the Programmatic Board are appointed by the Supervisory Board with the majority of two thirds of the votes in secret ballot.
§30.3.
Term of office of the Programmatic Board is four years.
§30.4
Members of the Programmatic Board elect the President and two deputy Presidents from among themselves. The President of the Programmatic Board represents the Board, directs its works, presides the meetings and implements the resolutions of the Board. In the President's absence, his/her duties are fulfilled by the Deputy President designated by the President of the Programmatic Board and in the case of lack of such designation, the Deputy President designated by the President of the Supervisory Board.
§30.5
Before the conclusion of the term of office, member of the Programmatic Board can be dismissed for some serious reasons. The terms of dismissal are as follows: in the lifetime of the Founder it can be done only by the Founder in writing on the motion of the Supervisory Board, and after his death, by the Supervisory Board with the majority of two thirds of votes in secret ballot.
§30.6.
Members of the Programmatic Board are not remunerated.
§30.7.
Meetings of the Programmatic Board are held at least once a year. They are called by the President of the Programmatic Board: on his/her own initiative, on a motion of the Founder, on a motion in writing by the President of the Supervisory Board, on a motion in writing by the President of the Management Board, or on a motion in writing by at least half of the members of the Programmatic Board. The meeting should be called in 20 days from presenting the motion.
§30. 8
Meetings of the Programmatic Board are called by means of letters sent out at least ten days before the meeting or by faxes sent out at least seven days before the meeting. The invitation should specify place, hour, and order of the meeting.
§30.9
Programmatic Board's meeting is valid providing it is held in the presence of at least one quarter of its members. The Board's meeting is valid and capable of deciding resolutions despite the lack of the formal procedure of calling it, providing it is participated by all its members.
Presence in a Programmatic Board's meeting is valid only if an individual participates in it personally. Meetings of the Programmatic Board can be participated without the right to vote by the Founder, members of the Supervisory Board and members of the Management Board. The information about each of the meetings should be provided in compliance with the procedure defined in & 30.8 to the Founder (in his lifetime), the Supervisory Board and the Management Board.
§30.10
Resolutions of the Programmatic Board are decided by an ordinary majority of votes in open vote.
§31
The tasks of the Management Board include running current activities of the Foundation and managing the Foundation's property.
§32
1. The Management Board is constituted of one to five people, this including the President who manages the works of the Board.
2. In the case of one-person Management Board the tasks of the Board are implemented by the President of the Board.
3. In the case of appointing a several-person Board, all the remaining Board members are Deputy Presidents of the Management Board.
§33
Members of the Management Board are appointed and dismissed by the Supervisory Board in a secret ballot with the majority of two thirds of the votes of the present members, with the exception that the first Management Board is appointed by the Founder himself.
§34
1. The Management Board represents the Foundation at court and outside court.
2. In the case of appointing one-person Board, the President of the Management Board is authorized to represent the Foundation individually.
3. In the case of appointing many-person Management Board, two members of the Management Board acting collectively are authorized to represent the Foundation.
§35
1. The term of office of the first Management Board is one year.
2. The term of office of subsequent Management Boards is two years.
3. The mandates of the members of the Management Board expire on the day of the meeting of the Supervisory Board approving of the report of the Management Board's activity in the last year and of the budget of their last year in office.
§36
1. Meetings of the Management Board are called by the President
2. Meetings of the Management Board can be participated by the Founder and the President of the Supervisory Board who should be informed about each meeting of the Management Board.
3. Meetings of the Management Board should be held at least once a month
4. The President of the Management Board should call a meeting of the Board on the motion of the Founder or President of the Supervisory Board in seven days from the presentation of the motion.
§37
1. Meetings of the Management Board are valid if participated by at least half of its members.
2. Resolutions of the Management Board are decided with an ordinary majority of cast votes. In the case of even vote the vote of the President is decisive.
§38
The Management Board is obliged to present the report of its activity for the past year by March 31 of the successive year. Lack of the approval of the report is equivalent to dismissing all the Management Board.
§39
1. Members of the Management Board are remunerated in compliance with the principles approved by the Supervisory Board, with the exception of the remuneration of the President of the Management Board which is specified by the Supervisory Board.
2. The Supervisory Board can award bonuses to the Management Board members.
3. Employment contract with the Management Board member is signed by the President of the Management Board as authorized by the Foundation.
4. Employment contracts with the remaining Foundation employees are signed by the President of the Management Board or a Deputy President authorized by the President.
Chapter V
Statues Modifications
§40
Modifications in the Statues must not concern any essential changes of the Foundation's goals or changes of the Foundation's names.
§41
1. In the Founder's lifetime any Statues modification requires the approval of the Founder and a resolution of the Supervisory Board decided with the majority of two thirds cast votes.
2. After the Founder's death Statues modifications can be introduced only on the grounds of the resolution of the Supervisory Board decided in secret ballot by the majority of three quarters of cast votes.
Chapter VI
Concluding resolutions
§42.
1. The Foundation can merge with another foundation of similar goals.
2. Fusion with another Foundation requires the resolution of the Supervisory Board decided with the majority of two thirds of cast votes and with the authorization of the Founder, if such a fact occurs in his lifetime
3. Fusion, as described in I. occurs in compliance with the conditions defined in the foundation fusion agreement.
§43
The Foundation is dissolved once the goals it has been settled to achieve are accomplished or if its financial and material means become exhausted (art. 15 par. I of the Foundation Law)
§44
1. Liquidation of the Foundation as defined in &43 occurs on the grounds of the resolution of the Supervisory Board decided with the majority of two thirds of cast votes.
2. Liquidation is carried out by Liquidator designated by the Supervisory Board.
3. Liquidator enjoys privileges of the Management Board.
4. Liquidation is carried out under the name of the Foundation with an inscription added "in liquidation".
§45
The Statues become valid with the day of the registration of the Foundation
Lech Walesa
