ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION OF THE KRASICKI FAMILY OF LESKO FOUNDATION
General provisions

§ 1
1. A foundation under the name of FUNDACJA KRASICKICH Z LESKA (THE KRASICKI FAMILY OF LESKO FOUNDATION), hereinafter referred to as the Foundation, was established by Kasper Konsyliusz Krasicki, hereinafter referred to as the Founder, with a declaration on establishment of the Foundation of 10 February 2017.

2. Establishment of the Krasicki Family of Lesko Foundation in Warsaw refers to works undertaken by my ancestors, including in particular the Krasicki family of Siecień, Sobański family of Guzów Guzowa, Lubicz-Orłowski family of Malejowice and Czartoryski family. My ancestors undertook many actions and allocated enormous sums of money to social, cultural, educational and charity purposes.

§ 2
The Foundation has legal personality.

§ 3
The foundation has its registered seat in the city of Warsaw.
§ 4
The term of the existence of the Foundation is indefinite.

§ 5
The area of the operations of the Foundation is comprised by the territory of the Polish Republic, but within the scope necessary for delivery on its statutory goals, the Foundation may also pursue activities beyond the borders of the Polish Republic.

§ 6
The Foundation may:
1. establish branches, divisions, subsidiaries and representations in Poland and abroad,
2. create and accede to commercial companies.

§ 7
The minister for culture and national heritage is competent for performance of supervision over the Foundation owing to its statutory goals.

§ 8
The Foundation may establish badges, medals of honour and award them alongside other prizes and distinctions to natural and legal persons with merits for the Foundation.
Goals and rules of operation of the Foundation

§ 9
The goals of the Foundation are as follows:

1. Protection of cultural heritage in the Polish Republic and beyond its borders, with particular focus on the heritage of the First Polish Republic related to historical families (including in particular the families of Krasicki, Sobański, Lubicz-Orłowski and Czartoryski), their legacy and history.

2. Supporting undertakings whose subject-matter is comprised by dissemination of the legacy referred to in section 1 above.

3. Help in education and start in life and pursuance of activities benefiting enterprise development and occupational and life activation for youth in the Republic of Poland and in the areas of the former First Polish Republic.
4. Developing and reinforcing attitudes aimed at active collaboration in the scope of civic society development in the Republic of Poland and beyond its borders.

5. Activities benefitting organisations whose statutory goals include: research, scientific and technical, educational, cultural activities and those in the field of physical culture and sport.

6. Organisation of and support for charity activities benefitting sick, addicted, elderly, poor people, multi-children families and people harmed by wars and natural disasters.

7. Support for organisations concerned with nature conservation in the Republic of Poland and beyond its borders.

8. Financial support for social organisations, foundations and associations operating in the areas listed in sections 1-7 above.

9. Purchase of the palace and park complex in Lesko being the property of the Krasicki family with a view to preserving, protecting and taking care of this historical place, as well as eventual organising in that historical place of the seat of the Foundation and then pursuing its activities there.

§ 10
The Foundation delivers on its statutory goals through:

1. Programming support and financing or co-financing of:

a) scientific and research and publishing projects deployed by schools and tertiary education facilities, research institutes and publishing houses,

b) internships and on-the-job trainings for schoolchildren and students,

c) purchase of equipment needed or operations of schools and universities,

d) television and radio programmes and publications of cultural, scientific, research and educational character,

e) grants enabling undertaking of education in Poland to people of Polish origin living outside its territory, with particular stress on people coming from the areas of former Eastern Borderlands of the Polish Republic,

f) cultural, scientific and educational projects deployed in particular in localities historically connected to the Krasicki, Sobański and Czartoryski families.

g) renovation and revitalization of historical objects, with particular focus on the objects connected to the Krasicki, Sobański and Czartoryski families.

h) actions of public life institutions performing tasks in the scope of protecting fundamental human and citizen rights,

i) international cooperation benefitting development of education, science, culture, information exchange, social assistance and humanitarian aid,

j) actions in the field of enterprise development and occupational activation.

2. Undertaking of actions aimed to acquire the palace and park complex in Lesko, as well as its preservation and protection.

§ 11
The Foundation also delivers on its statutory goals through membership in or support for organisations associating Polish and foreign foundations, having goals that are convergent or identical with the Foundation’s goals.

Assets and incomes of the Foundation

§ 12
The Founder provided to the Foundation the founding capital amounting to 10,000 zlotys (ten thousand zlotys ), including 5,000.00 zlotys (five thousand zlotys) allocated to pursuance of the economic activities of the Foundation.

§ 13
1. The Foundation does not act for profit, and the generated incomes will be allocated to delivering on it statutory goals.

2. The funding for performance of the Foundation’s goals and coverage of the costs of its operations comes from:

a) the founding capital and donations from the Founder,

b) donations, subsidies, subventions, domestic and foreign inheritances,

c) incomes from assets, real estate and property rights of the Foundation, including in particular securities and other financial instruments available on the capital market,

d) incomes from donations and subsidies and subventions as well as grants and collections in the understanding of the act on the rules of pursuing public fundraising campaigns,

e) bank interests and deposits,

f) incomes from own economic activities and from shares in profits of legal persons.

§ 14
1. Incomes from donations, subsidies, subventions, inheritances and legacies can be used for delivery on the Foundation’s goals only with due respect for the will of the testators and donors.

2. When providing financial means to the Foundation, the Benefactor can make a reservation that those means can be allocated to a specific type of the Foundation’s activities. If provision of financial means is not accompanied by any definition of the goals for which they shall be used, the Foundation may allocate them to any statutory goal.

3. In the case of acceptance of donations and inheritances, the declarations required by provisions of law are made by the Foundation’s Board.

4. In the case of establishment of the Foundation for inheritance, the Board is authorised to make a declaration on acceptance of the inheritance with the benefit of the inventory.

§ 15
The foundation may collect its funding in Polish currency or foreign currencies in competent banks, in accordance with regulations of the Polish currency law.

§ 16
1. The Foundation may pursue economic activities in Poland and abroad only to the extent serving the purpose of delivering on the statutory goals.

2. The scope of economic activities pursued by the Foundation covers:

a) Activities of museums (PKD 91.02.Z);

b) Activities of historical sites and buildings and similar tourist attractions (PKD 91.03.Z);

c) Hotels and similar accommodation facilities (PKD 55.10.Z);

d) Activities related to organisation of fairs, exhibitions and congresses (PKD 82.30.Z);

e) Purchase and sale of real estate at own account (PKD 68.10.Z);

f) Rental and management of own or leased real estate (PKD 68.20.Z);

g) Other printing (PKD 18.12.Z);

h) Remaining publishing activities (PKD 58.19.Z);

i) Activities of tourism organisers (PKD 79.I2.Z).

§ 17
Economic activities may be pursued by the Foundation directly or through organisational units identified through a Board’s resolution -,”Divisions”.

§ 18
The Foundation pursues financial management accounting in accordance with standards of law binding on legal persons.

§ 19
Economic activities referred to in § 16 section 2 may be undertaken with a view to delivering on the statutory goals of the Foundation.

Governing bodies of the Foundation

§ 20
The governing bodies of the foundation are as follows:

1. Board of the Foundation,

2. Council of the Foundation;

3.Convention of the Foundation.

§ 21
1. The Board of the Foundation consists of no more than three persons appointed for indefinite time.
2. The multi-person Board may appoint one or two vice presidents from among themselves.
3. Members of the Board are appointed and dismissed by the Council of the Foundation. The Founder appoints the first composition of the Board.

§ 22
1. The Board is the decision-making body and it also manages the activities of the Foundation and represents it externally.

2. The responsibilities of the Board include:
a) adoption of annual action plans and financial plans of the Foundation,

b) adoption of the rules of the Board,

c) performance of management over the property of the Foundation,

d) determination of the size of the staffing and amounts of funding for remuneration of the employees of the Foundation,

e) making decisions on all matters of the Foundation not transferred under competence of other bodies,

f) acceptance of donations, inheritances and legacies, subventions and subsidies,

g) making decisions on accession to partnerships, associations and other organisations and on their establishment.

3. The Board makes decisions during its meetings in the form of resolutions – through ordinary majority of votes of the Board members present at a given meeting. In the case of equal number of votes, the vote by the President of the Board is decisive.

4. All Board members must be informed about the meeting. Presence of a half of the Board’s composition is required for making a decision.

5. The Board may appoints plenipotentiaries for managing identified areas of matters being Foundation’s responsibilities.

6. Every year, by 30 September, the Board is obliged to submit to the Council of the Foundation a report on Foundation’s activities.

7. For assessment of undertakings initiated by the Foundation, the Board may appoint consultants and their teams from among scientists or practitioners and entrust to them performance of relevant papers.

Council of the Foundation

§ 23
1. The Council of the Foundation is composed of the President of the Foundation’s Council and Members of the Foundation’s Council, in the number specified by the President of the Foundation’s Council. Members of the Foundation’s Council are appointed and dismissed by the President of the Foundation’s Council. The Founder appoints the first composition of the Foundation’s Council. In the case of death, loss of legal capacity or resignation from the function by the President of the Foundation’s Council, the oldest Member of the Foundation’s Council become the next President of the Foundation’s Council.

2. Responsibilities of the Foundation’s Council include:
a) setting forth the directions of the Foundation’s activities,

b) evaluation of the work of the Foundation’s Board,

c) provision of opinions on annual plans of activities presented by the Board,

d) approval of annual financial reports of the Foundation,

e) approval of the reports of the Board on the activities of the Foundation,

f) making resolutions on matters presented by the Board,

g) appointing and dismissing the Board and its particular members,

h) determination of the rules governing remuneration of Board members,

i) representing the Foundation in contracts and disputes between the Foundation and any Board member,

j) making resolutions related to amendments to the articles of association of the Foundation, including the goals of the Foundation,

k) making resolutions on mergers of the Foundation with another foundation,

l) making decisions on liquidation of the Foundation,

m) expressing its position on mergers of the foundation with another foundation,

n) making resolutions on allocation of the profits of the Foundation indicated in the financial report in accordance with its goals, or making resolutions related to coverage of losses.

3. On matters referred to in section 2 bullet i) above, the President of the Board – or a Board Member authorised by him – makes an individual declaration of will on behalf of the Foundation and signs the necessary documents.

4. With a view to performing its tasks, the Foundation’s Council is authorised to demand from the Foundation’s Board access to all documents related to activities of the Foundation.

§ 24
1. The Foundation’s Council meets at least twice a year. Meetings of the Council are convened by the President of the Council.

2. Members of the Board take part in its meetings or in voting under the procedure specified in § 24 section 5 personally or through plenipotentiaries. Board Members may act through plenipotentiaries. Any other Board Member may be also a plenipotentiary. The power of attorney shall be granted in writing or by electronic means or by fax, and attached to the protocol of the Council’s meeting or to a declaration of voting through a specified procedure.

3. Participation in the Council’s meeting is also possible via electronic communication means (such as Internet). Information about using such a mode of participation in the Council’s meeting shall be indicated in the protocol of the Council’s meeting.

4. Resolutions of the Council made during meetings, notwithstanding § 24 section 5, are made via ordinary majority voting, but for them to be effective, the presence of at least half of the overall number of its member is required. In the case of equal number of vote, the vote of the Council’s President is decisive.

5. Resolutions of the Council can be also made through collection of votes in writing or via electronic collection of signatures by the Council’s President, provided the votes are cast by all Council Members or all Council Members agree for making resolutions through such a procedure.

6. When performing its functions, the Foundation’s Council may use the opinions and assessments of experts appointed for that purpose.

7. Resolutions of the Foundation’s Council are binding on the Foundation’s Board.

§ 25
Council’s President manages the works of the Foundation’s Council, represents it externally and convenes and chairs the meetings of the Foundation’s Convention.

Convention of the Foundation

§ 26
The Council of the Foundation may appoint the Convention of the Foundation. The Convention of the Foundation is a collective opinion-giving and advisory body of the Foundation. Foundation’s Convention promotes the goals for the performance of which the Foundation was established. The competencies of the Foundation’s Convention include:

1. proposing new directions and areas of the activities of the Foundation,

2. initiating programmes or other actions of consulting character, including in particular presentation to Foundation’s governing bodies of opinions related to priorities of current activities of the Foundation.

§ 27
1. Members of the Foundation’s Convention are people with generally recognised authority, including in particular people with merits for activities of the Foundation, invited for participation in the meetings of the Foundation’s Convention by the President of the Foundation’s Council.

2. Appointments for Members of the Foundation’s Convention are made by the President of the Foundation’s Council, after the invited person has agreed for participation in the works of the Foundation’s Convention. Appointments are made for indefinite time.

3. Members of the foundation’s Convention can be natural persons and representatives of legal person, who support the Foundation organisationally, substantively or in-kind.

4. Membership in the Foundation’s Convention expires in the case of death of a natural person, declaration of bankruptcy or liquidation of a legal person, submission of resignation or dismissal.

5. A Member of the Foundation’s Convention may be dismissed by the President of the Foundation’s Council in the case of:
a) judicial deprivation of public right or loss of legal capacity,
b) emergence of special circumstances that permanently prevent or greatly hinder performance by such a person of the tasks of the Foundation’s Convention or result in loss of trust towards a given Member of the Foundation’ Convention.

§ 28
1. Meetings of the Foundation’s Conventions are held when a need arises.

2. Meetings of the Foundation’s Convention are convened by the President of the Foundation’s Council out of his own initiative or at the request made by one third of the Members of the Foundation’s Convention.

3. The Convention of the Foundation makes decisions in the form of resolutions. Resolutions are through ordinary majority of votes in the presence of at least half of the Members of the Foundation’s Convention. In the case of equal number of votes, the vote of the person chairing the meeting prevails.

4. The meetings of the Foundation’s Convention are attended by the President of the Fouundation’s Board and the President of the Foundation’s Council.

§ 29
The Members of the Foundation’s Convention may participate in all actions, events and undertakings organised by the Foundation or with its participation.

Official Congress of the Foundation

§ 30
At the request from the President of the Foundation’s Council, the Official Congress of the Foundation is held.

§ 31
The Official Congress of the Foundation is a joint meeting of the Members of the Foundation’s Board, Foundation’s Convention and Foundation’s Council and invited donors, whose subject-matter is comprised by performance by the Foundation of its statutory goals, recapitulation of achievements and designing of plans.

Method of Representation

§ 32
In the case of existence of a collective Board, declarations of will on behalf of the Foundation are made by two Board Members acting jointly, but in the case of matters related to hiring of employees and matters not related to drawing of financial liabilities in excess of 5,000 (five thousand) zlotys – declarations of will on behalf of the Foundation may be made individually by the President of the Foundation’s Board.

Amendments to the article of association

§ 33
Amendments to the articles of association of the Foundation or the goals of the Foundation, shall be made by the Foundation’s Council.

Merger with another foundation

§ 34
1. The Foundation may merge with another foundation for effective deployment of its goals.

2. Merger with another foundation is inadmissible if it would result in a significant change of the Foundation’s purpose.

§ 35
The Foundation’s Council is competent in the matters related to a merger with another foundation.

Liquidation of the Foundation

§ 36
1. The Foundation’s Council makes a resolution on liquidation of the Foundation in the case when unfeasibility is ascertained of the attainment of the goals for which the Foundation was established or when the financial means and property of the Foundation become exhausted.

2. Liquidation of the Foundation is performed by the Board.

3. If any financial means or other property components are left after liquidation of the Foundation, they will be provided, by a decision of the President of the Foundation’s Council, for the benefit of other entities, whose statutory goals are similar to the goals of the Foundation, including social organisations, foundations or associations on the territory of the Polish Republic or abroad.

Warsaw, 24 March 2017