THE ROMAN CZERNECKI EDUCATIONAL FOUNDATION
The foundation under the name “Roman Czernecki Educational Foundation”, hereinafter referred to as the Foundation, was established as the “Foundation of Roman and Andrzej Czernecki” by Andrzej Czernecki, hereinafter referred to as the “Founder”, by a notarial deed drawn up on 23 April 2009 by Artur Szadkowski, trainee notary public, assistant of notary public in Warsaw ‒ Magdalena Korobowicz, under Registry A 3651/2009.
The seat of the Foundation is the capital city of Warsaw, Mazowieckie voivodeship.
The Foundation’s activity is supervised by the Minister of Education.
The Foundation conducts activity in the area of the Republic of Poland and abroad.
- 1. The Foundation may establish branches, plants, branch offices and join other entities, including foundations.
- 2. The Foundation may conduct business activity on a scale expedient for fulfilment of its statutory objectives.
- 3. The Foundation may use the abbreviation “Foundation EFC” and a distinctive logo.
- 1. The Foundation may establish awards, badges, medals and give them along with distinctions to individuals and legal persons who significantly contributed to the purposes chosen by the Foundation or to the Foundation itself.
Objectives and principles of operation of the Foundation
- 1. The objective of the Foundation is supporting education as a field crucial for the future of Poland as a democratic country and Europe, equalising educational opportunities of children, youth and adults and shaping their civic attitudes.
- 2. The objectives of the Foundation may be changed by a resolution unanimously passed by members of the Foundation Council.
The Foundation achieves its objectives by:
- a) financing learning, granting scholarships, providing financial and tangible aid to children, youth and adults at all levels of education,
- taking supporting actions in the area of science, culture and education which introduce young Polish generations to culture and facilitate learning,
- b) supporting the development of children, youth and adults, among others, by creating opportunities for contact with professional creators and authorities in a relevant field, developing their interests by organising and financing educational workshops, trainings, courses, lectures and other forms of training and extracurricular activities, foreign language learning as well as winter and summer holidays, and organising activities related to broadly understood sport development of youth,
- c) supporting and offering civic education,
- d)supporting professional development of teachers, lecturers, headteachers of schools and employees of centres and institutions providing education,
- e) cooperation with local government authorities and entrepreneurs with a similar profile of activity, supporting other non-governmental organisations with similar statutory objectives as well as organisation or supporting educational didactic, scientific, artistic enterprises,
- f) building and managing pedagogic and language centres,
- g) fitting out dormitories, schools and higher schools with scientific equipment and other pedagogic aids,
- h) conducting activities aimed at publicising problems of pupils, students and their tutors, teachers, including organising exhibitions, conferences, competitions and events supporting development of education,
- i) conducting community studies concerning children, youth, adults from various environments,
- j) administration of education and culture development projects,
- k) organisation of training sessions and workshops, educational programmes, supporting and propagating motivational teaching methods, stimulating children, youth and adults to critical thinking, teamwork and responsibility for further educational development,
- l) participation in cultural events, auctions, festivities organised by other entities allowing to carry out propaganda and charity campaigns within the scope of the Foundation’s activity and conducting educational, social and cultural campaigns promoting democratic values, civic attitudes and voluntary work,
- m) taking up shares and stocks in commercial legal companies whose income will be allocated to achieving the statutory objectives of the Foundation.
- Clause 9
- 1. The Foundation attains its statutory objectives through non-profit and profit-generating public benefit activity.
- 2. The scope of conducted paid public benefit activity includes:
- a) sales of goods manufactured by persons directly using public benefit activity,
- b) sales of objects of donations,
- c) organising training sessions and workshops, educational programmes, supporting and propagating motivational teaching methods, stimulating youth to further educational development.
Property and revenues of the Foundation
- 1. The property of the Foundation is the Initial Fund in the amount of PLN 10,000,- (ten thousand), mentioned in the Founding Deed, increased by payments made by the Founder starting from the month of May 2009 and funds acquired by the Foundation in the course of its operation.
- 2. PLN 5,000,- (five thousand) is allocated from the Initial Fund to business activity.
- 3. The Statute prohibits:
- a) granting loans or securing liabilities with the Foundation’s property with respect to members of its bodies or employees and persons with whom members of its bodies and employees of the Foundation are married, live in cohabitation or are related by first degree of affinity, up to second degree of collateral affinity or are related by adoption, care, guardianship, hereinafter referred to as “relatives”,
- b) transferring the Foundation’s property to members of its bodies or employees and their relatives, under other principles than with respect to third parties, in particular if the transfer is made free of charge or under preferential conditions,
- c) using the Foundation’s property for members of its bodies or employees and their relatives, under other principles than with respect to third parties, unless the use directly arises out of a statutory objective,
- d) purchase of goods or services from entities in which members of its bodies or employees and their relatives participate, under other principles than with respect to third parties or for prices higher than market prices.
The Foundation is liable for its obligations with all its property.
The Foundation derives its income from:
- a) national and foreign donations, inheritances and bequests,
- b) subsidies, subventions and grants,
- c) movable and immovable property and interest on bank deposits,
- d) tax deductions,
- e) collections and public events,
- f) business activity of the Foundation.
- 1. Income from subsidies, donations, inheritances and bequests may be used for achieving all objectives of the Foundation if donors did not decide otherwise.
- 2. Income obtained from the Foundation’s property is allocated to achieving statutory objectives and covering on-going costs of operation of the Foundation, including running and maintaining it.
If the Foundation is appointed to inherit, the Management Board shall submit a declaration on acceptance of an inheritance with the benefit of inventory only when, at the moment of making this declaration, it is obvious that the assets of the inheritance substantially exceed inheritance debts.
Individuals and legal persons who give a donation or a subsidy to the Foundation may obtain the title of Partner of the Foundation. The principles and terms of assigning the title of Partner of the Foundation are set out by the Foundation Council.
The title of Partner of the Foundation is personal.
- 1. The Foundation conducts business activity within the scope of:
- a) rental and operating of own or leased real estate – 68.20.Z Polish Classification of Activity (PKD),
- b) rental and leasing of office machinery and equipment (including computers) – 77.33.Z PKD,
- c) publishing books, periodicals and other publishing activities, excluding software – 58.1 PKD.
- 2. Income obtained from business activity is allocated to achieving statutory objectives and covering the on-going costs of operation of the Foundation.
Bodies of the Foundation
Bodies of the Foundation are: The Management Board of the Foundation, Foundation Council and the Programme Council.
Management Board of the Foundation
- 1. The Management Board is composed of 1 to 5 persons.
- 2. The Management Board of the Foundation is appointed and dismissed by the Foundation Council.
- 3. Members of the Management Board are appointed in the place of persons who ceased to perform this function or to extend the composition of the Management Board by the Foundation Council by the absolute majority of votes of Council members.
- 4. The Management Board as a whole or individual members may be dismissed by the Foundation Council through a resolution passed by an absolute majority of votes of Council members present at a meeting.
- 5. A person sentenced by a final and binding judgement for an intentional offence prosecuted by public prosecution or for a fiscal offence may not become member of the Management Board.
- 6. The Management Board manages the Foundation’s activity and represents it externally.
- 7. Works of the Management Board are managed by the President designated by the Foundation Council if the Management Board is composed of multiple persons. If the Management Board is composed of a single person, the sole member of the Management Board is its President.
- 8. The Management Board operates according to the Operations Regulations of the Foundation approved by the Foundation Council, called the EFC Guide.
- 9. The Foundation is represented by each member of the Management Board acting individually.
- 10. The Management Board of the Foundation:
- a) works out yearly and multi-year plans of operation of the Foundation and quarterly budgets of the Foundation, for approval by the Foundation Council,
- b) by the 30th October of each calendar year it submits to the Foundation Council an annual report on its activity and the activity of the Foundation,
- c) it manages the Foundation’s property,
- d) accepts subsidies, donations, inheritances, subventions, grants and bequests,
- e) manages on-going operation of the Foundation, is responsible for attaining its statutory objectives and results of the financial and business activity,
- f) conducts business activity of the Foundation,
- g) makes decisions about joining other entities, subject to Clause 17(16)(i),
- h) sets terms of employment and the amount of funds allocated to remuneration of employees of the Foundation,
- 11. The Management Board passes resolutions by the ordinary majority of votes, whereas the validity of resolutions requires the attendance of at least a half of its members, including President of the Foundation. Issues in which a resolution of the Management Board is required are listed in detail in the Operating Regulations of the Foundation.
- 12. Meetings of the Management Board are held not less frequently than once per quarter. Members of the Management Board are notified about a date of a meeting of the Management Board at least 7 days in advance of the planned date by phone, fax or email.
- 13. The Foundation Council decides upon any employment and remuneration of members of the Management Board of the Foundation.
- 14. The Foundation Council is the supervisory body of the Foundation separate from the managing body and not subordinate to it with regard to carrying out supervision.
- 15. The responsibilities of the Foundation Council include:
- a) approval of annual and multi-year plans of operation of the Foundation and quarterly budgets of the Foundation presented by the Management Board,
- b) selection of members of the Management Board and members of the Programme Council of the Foundation,
- c) considering and approving annual reports on the activity of the Management Board of the Foundation and acknowledging fulfilment of duties by members of the Management Board for annual periods,
- d) providing an opinion about internal organisation of the Foundation set by the Management Board of the Foundation,
- e) adopting the Operating Regulations of the Foundation, called the EFC Guide,
- f) setting forms of any employment and remuneration of members of the Management Board, Foundation Council and the Programme Council of the Foundation,
- g) approving regulations of awarding scholarships by the Foundation,
- h) passing and amending deeds of incorporation, statutes and regulations of a pedagogic centre funded by the Foundation,
- i) making a final decision in the matter of merging the Foundation with other foundations,
- j) making a decision about investments of the Foundation not included in the budget with the value exceeding PLN 50,000 (in words: fifty thousand) on an one-off basis.
- 16. The Foundation Council is composed of 2 to 5 individuals and/or legal persons.
- 17.Members of the Foundation Council are appointed and dismissed by the existing members of the Foundation Council by a majority of votes, with unanimous voting of Igor Czernecki and Andrzej Czernecki Jr.
- 18. For their performed duties, members of the Foundation Council may be reimbursed for justified costs or receive remuneration in an amount not higher than the average monthly remuneration in the sector of companies announced by President of the Central Statistical Office for the previous year.
- 19. Membership in the Foundation Council is terminated by a written resignation, revocation of membership or death of a member of the Foundation Council.
- 20. The Foundation Council elects a Chairman of the Council from among its members.
- 21. Members of the Foundation Council:
- a) may not be members of the Management Board of the Foundation or be married, live in cohabitation, be related or be in a reporting relationship with them,
- b) may not be sentenced by a final and binding judgement for an intentional offence prosecuted by public prosecution or for a fiscal offence.
- 22. The Chairman of the Foundation Council manages its works, represents it externally and convenes and chairs meetings of the Foundation Council.
- 23. The Council works on meetings convened by Chairman of the Foundation Council not less frequently than twice a year.
- 24. Members of the Council are notified about the date of a meeting of the Foundation Council 7 days in advance of the planned date of a session by phone, fax, email or other telecommunications means of distance communication.
- 25. Proceedings are conducted by the Chairman.
- 26. Meetings of the Foundation Council are recorded in minutes. Minutes, after checking, are signed by Chairman.
- 27. A representative of the Management Board participates in meetings of the Foundation Council to submit explanations, and other persons invited by members of the Foundation Council participate in the meetings for advisory purposes.
- 28. Resolutions of the Foundation Council may be passed in writing and/or with the use of telecommunications means of distance communication (e.g. email), save for resolutions concerning the composition of bodies of the Foundation.
- 29. Resolutions of the Council are passed by the ordinary majority of votes, unless the Statute provides otherwise, provided that the attendance of at least a half of its members, including the Chairman, is required for the validity of these resolutions. In case of an equal number of cast votes, the Chairman shall have the deciding vote.
- 30. At every meeting of the Foundation Council, the Management Board is obliged to submit to the Council a report on all significant actions taken by the Foundation in a reporting period.
Programme Council of the Foundation
- 31. The Programme Council is a body of the Foundation. Members of the Programme Council are appointed by the Foundation Council for an unspecified period of time.
- 32. The Management Board of the Foundation may apply to the Foundation Council for acceptance of persons who rendered great service to education to the Programme Council.
- 33. Tasks of the Programme Council include:
- a) analysing the education system on the basis of experiences of the Foundation and lobbying for improvement and development of the education system in Poland,
- b) assessing the effectiveness of activities of the Foundation in its areas of activity and submitting applications to the Foundation Council and the Management Board,
- c) substantive support of the Foundation with achieving successive statutory objectives.
Management of the Foundation
- 1. The Foundation allocates an excess of revenues over costs to its statutory activity.
- 2. The Foundation manages its finances and keeps accounting records in line with the applicable laws.
- 3. The Foundation conducts non-profit and profit-generating public benefit activity and business activity with use of forms of activity separate for accounting purposes in a degree allowing to specify revenues, costs and results of each of these activities, subject to the accounting laws.
- 4. The financial year of the Foundation begins on 1st September of each calendar year and ends on 31 August of the next calendar year.
Amendment to the Statute
Decisions on an amendment to the Statute of the Foundation are taken by the Foundation Council under a resolution passed by the absolute majority of votes of members of the Council present at a meeting, whereas Igor Czernecki and Andrzej Czernecki Jr. must vote unanimously for an amendment to the Statute.
- 1. The duration of the Foundation is unlimited. The Foundation is liquidated in case of permanent depletion of funds.
- 2. To effectively achieve its objectives, the Foundation may merge with another foundation, under terms set by parties concerned. The merger may take place through an acquisition, and by establishing a new foundation. In case of a merger through an acquisition, the Foundation may be both the acquiring party, and the acquired party. The body entitled to set terms of a merger and perform any acts related to carrying out a merger, subject to Clause 17(16)(i) and Clause 20(3) is the Management Board of the Foundation.
- 3. A decision on liquidation or a merger with another foundation is taken by the Foundation Council under a resolution passed by the absolute majority of votes of members of the Foundation Council present at a meeting, whereas Igor Czernecki and Andrzej Czernecki Jr. must vote unanimously for liquidation or a merger of the Foundation.
- 4. Liquidation is performed by a liquidator designated by the Foundation Council.
- 5. The Foundation’s property remaining after liquidation will be allocated to purposes indicated in a resolution of the Council, taking into account the objectives pursued by the Foundation.