Chapter I – General Provisions

§ 1.

1.     The Foundation under the name of DAR Sztuki Foundation, hereinafter referred to as the “Foundation”, was established by Joanna Grabowiecka-Świerszcz, a resident of Warsaw, hereinafter referred to as the Founder, by a declaration of intent to establish the Foundation, documented by a notarial deed dated March 20, 2023, drawn up by Marta Kujawa-Sachadel, a notary in Warsaw at ul. Piękna 28/43 loc. 89.

2.     The Foundation operates on the basis of provisions of the Foundations’ Act of April 6, 1984 (consolidated text: Journal of Laws 2023.166 of 2023.01.23) and the present Statute. 

3.     The Foundation is apolitical and is not affiliated with any religion.

§ 2.

1.     The Foundation acquires legal personality upon its entry into the National Court Register.

2.     The full name of the Foundation is: DAR Sztuki Foundation. In addition to the full name, the Foundation may use the abbreviation DAR Sztuki, the seal and the logo and logotype.

3.     The registered office of the Foundation shall be Warsaw.

4.     The Foundation’s area of activity is the territory of the Republic of Poland, but to the extent necessary for the proper implementation of objectives it may also conduct activities outside the borders of the Republic of Poland, in accordance with applicable law.

5.     In order to operate outside the Republic of Poland, the Foundation may use translation of the name in selected foreign languages.

6.     The Foundation may establish and close branches, plants, representative offices and other establishments in the country and abroad, as well as create other entities and participate in other entities in the country and abroad, participating in all legally permissible links with other entities.

§ 3.

The duration of the Foundation shall be unlimited. 

§ 4.

The Foundation is a non-governmental organization, it may apply for the status of a public benefit organization within the meaning of the provisions of the Act of April 24, 2003 on Public Benefit and Volunteer Work, after meeting the conditions set by law.

§ 5.

The Minister of Culture and National Heritage is the minister competent for the main objectives of the Foundation. 

Chapter II – Objectives and rules of operation of the Foundation

§ 6.

The objectives of the Foundation are:

1.     artistic activities in the fields of theater, literature, music, visual arts, plastic arts, photography, film and multimedia

2.     support and popularization of Polish culture in Poland and its promotion outside the Republic of Poland

3.     activities for femininity as a cultural value

4.     support in the activities of young, early-stage artists in the art market, in Poland and abroad

5.     activities integrating healthy, sick and disabled people through various forms of art

6.     raising cultural awareness among children, adolescents and adults

7.     promotion of culture, art, protection of cultural property and national heritage

8.     educational, scientific and didactic activities

9.     support in proper development and promotion of health and healthy lifestyle, using artistic activities, art therapy and psychoeducation

10.  promotion of sustainable development, conscious consumption, ecology and protection of natural heritage using artistic activities.

§ 7.

The Foundation pursues its objectives by initiating or supporting (programmatically, organizationally, promotionally, materially or financially):

1.     implementation of projects of an artistic and development nature, cyclical and one-time, in the performing arts and other fields of art

2.     broadly defined cultural events in the form of presentations, including theatrical performances, exhibitions, music concerts, reviews, festivals

3.     educational, art therapeutic and psychoeducational activities through culture and art

4.     programs to promote femininity as a value in public and artistic life

5.     promotion of the idea of diversity, tolerance and democracy, and the elimination of national and racial prejudices, by conducting trainings, conferences, meetings, organizing international residencies, art festivals of borderline with arts, supporting the exchange of artists (adults and artistically talented youth) from different countries

6.     construction of a society open to culture and development through the organization of workshops, trainings, lectures, seminars, conferences, debates, readings, presentations, open meetings and information campaigns

7.     programs to integrate healthy, sick and disabled people through activities in the arts - art and development workshops in various disciplines of culture and art, self-development, seminars

8.     activities in the field of performing arts and other arts, integrating people from different backgrounds and generations, also for the purposes of prevention and rehabilitation 

9.     research programs in the field of education, culture, ecology and environmental protection

10.  programs and projects undertaken by institutions engaged in scientific, educational, cultural, preventive and health care, philanthropy and social assistance activities for the benefit of people with disabilities

11.  cooperation with national and foreign cultural institutions, local government, associations, social and economic entities in order to perform statutory objectives

12.  organization of creative activities, events and cultural, artistic, educational, scientific initiatives, media and social campaigns and other forms of support for the performance of the statutory objectives of the Foundation

13.  publishing programs and financing of the publication of magazines, newsletters, books and other publications.

§ 8.

1.     The Foundation may pursue its objectives both directly and indirectly, through membership, substantive and financial support of cultural institutions or non-governmental organizations, as well as development, administration and management of programs or projects of other organizations or institutions, regardless of legal form, conducting activities of a public benefit nature in the pursuit of objectives, in whole or in part common with the objectives of the Foundation.

2.     In order to achieve its objectives, the Foundation may support the activities of other legal persons, entities without legal personality and natural persons, provided that these activities coincide with the objectives of the Foundation.

3.     The Foundation may cooperate with other Polish and foreign institutions, organizations and individuals to achieve common statutory objectives. Cooperation may be in the form of organizational support, patronage, partial or total financing of the project or assistance in obtaining the necessary funds from other sources.

4.     The Foundation may initiate and carry out cooperation with local authorities, governmental and non-governmental organizations within the scope listed in the objectives of the Foundation.

Chapter III – Assets of the Foundation

§ 9.

1.     The assets of the Foundation shall be the startup capital in the amount of PLN 2,000 (in words: two thousand zlotys) allocated in the declaration of intent on the establishment of the Foundation and assets acquired in the course of the Foundation's operation.

2.     The amount of PLN 1,000 (in words: one thousand zlotys) from the startup capital shall be used to conduct business activities.

§ 10.

1.     The startup capital of the Foundation shall constitute a permanent basis for the existence of the Foundation and shall not be depleted without the consent of the Founder.

2.     The Management Board shall invest the assets of the Foundation in bank accounts, term deposits, immovable property, shares and stocks of companies, investment funds shares and units, and other securities, as well as by granting interest-bearing loans.

§ 11.

The Foundation is liable for its obligations with all its assets.

§ 12.

1.     Foundation income derives from:

a.         donations, inheritances, bequests

b.         grants and subsidies from legal entities, local government units, the State Treasury,

c.         public collections, auctions, public events organized by or for the Foundation,

d.         income from the assets of the Foundation,

e.         interest and bank deposits,

f.          external sources of financing, including European Union funds,

g.         incomes from deposits, including bank interest accumulated on the Foundation's bank accounts,

h.         immovable and movable property of the Foundation, 

i.          business activities,

j.          paid public benefit activities.

2.     All income received by the Foundation shall be used exclusively for statutory activities and to cover the costs of its operation. 

3.     The Foundation shall conduct financial management and accounting records in accordance with applicable regulations.

§ 13.

1.     The Foundation may not grant loans or secure any liabilities with the use of any Foundation’s assets for the benefit of the Founders, members of the Foundation's governing bodies, its employees and people with whom the employees or members of the governing bodies are married or in cohabitation, or in consanguinity or affinity in a direct line, consanguinity or affinity in the collateral line to the second degree, or are related by adoption, custody or guardianship (hereinafter referred to as relatives).

2.     The assets of the Foundation may not be transferred for the benefit of the Founders, members of the Foundation's governing bodies or its employees and their relatives, on terms different from those applicable to persons not related to the Foundation, in particular, may not be transferred free of charge or on preferential terms.

3.     The assets of the Foundation may not be used for the benefit of the Founders, members of the Foundation's governing bodies or employees and their relatives, unless such use results directly from the statutory objective of the Foundation.

4.     The Foundation may not purchase goods or services from the Founders, members of the Foundation's governing bodies, its employees or their relatives, or entities in which the Founders, members of the Foundation's governing bodies, its employees or their relatives participate, on terms other than in relation to third parties or at prices higher than market prices.

Chapter IV – Governing Bodies of the Foundation

§ 14.

The governing bodies of the Foundation are the Management Board and the Council.

Chapter V – Management Board

§ 15.

1.     The Management Board shall consist of one to three persons.

2.     Members of the first composition of the Management Board shall be appointed and dismissed by the Founder. Other members of the Management Board, in place of those who have ceased to serve in that capacity or to expand the composition of the Management Board, are appointed by resolution of the Management Board.

3.     The Founder may become a member of the Management Board.

4.     The Management Board of the Foundation is appointed for an indefinite period of time and works in a non-renewal mode.

5.   Membership in the Management Board shall cease as a result of:

a. submission of a written resignation to the address of the Foundation,

b. death of the Management Board member,

c. dismissal by the Founder.

§ 16.

     1.   The Management Board manages the Foundation’s operation and represents it externally. The competencies of the Management Board include, in particular:

a.     managing ongoing activities of the Foundation,

b.     representing the Foundation externally,

c.     preparing annual reports and financial statements,

d.     exercising management over the assets of the Foundation,

e.     incurring liabilities on behalf of the Foundation,

f.     establishing and closing branches, plants, representative offices and other establishments of the Foundation,

g.     managing work related to the implementation of the statutory objectives of the Foundation,

h.     developing organizational structures of the Foundation,

i.     setting employment and salary plans and determining the principles of remuneration of the Foundation's employees and reimbursement of expenses incurred by volunteers;

j.   Decisions to join companies or other foundations.

2.  Meetings of the Management Board of the Foundation shall be held as necessary. A meeting may be convened by any Board member.

§ 16a.

     1.  For organizational and economic reasons, members of the Management Board of the Foundation may at the same time be employees or service recipients of the office of the Foundation, working on the basis of employment contracts or civil law contracts, concluded during their function as members of the Board.

     2.  In contracts with members of the Management Board, the Foundation shall be represented by a member of the Council of the Foundation, indicated by the Council in a resolution.

     3.  The remuneration of members and employees of the Foundation's office shall be paid from the earned funds of the Foundation.

§ 17.

1.     In the case of a single-person Management Board, declarations of intent on behalf of the Foundation shall be made by the President of the Management Board alone.

2.     In the case of a multi-person Management Board, declarations of intent on behalf of the Foundation shall be made by the President of the Management Board alone, the Vice-President of the Management Board alone or two members of the Management Board (none of whom is the President or Vice-President of the Management Board) acting jointly.

§ 18.

1.     Each member of the Management Board shall be obliged to conduct the affairs of the Foundation.

2.     In the case of a multi-person Management Board, resolutions of the Management Board shall be adopted by a simple majority of votes in the presence of at least half of its members, including the President of the Management Board or the Vice-President of the Management Board. In the case of an equal number of votes, the vote of the President of the Management Board, and in the absence of the President of the Management Board, the vote of the Vice-President of the Management Board shall be decisive. 

3.     Resolutions of the Management Board may be adopted without a meeting, by voting using electronic means of correspondence, provided that none of its members objects to this form of voting. 

§ 19.

1.     Meetings of the Management Board shall be convened as needed, but at least once a year.

2.     The Management Board meetings are convened by the President of the Management Board on her own initiative or at the request of the Founder or other Management Board member.

3.     The Management Board meetings may be convened by mail, telephone or electronically, or by oral notice addressed directly to its members. 

4.     The Founder may participate in the Management Board meetings.  

Chapter VI – Council 

§ 20.

1.     The Council shall consist of two to five persons.

2.     The members of the Council shall be appointed and dismissed by the Founder.

3.     The Founder may become a member of the Council.

4.     Membership in the Council shall cease as a result of:

a. submission of a written resignation to the address of the Foundation,

b. death of a member of the Council,

c. dismissal by the Founder.

§ 21.

1.     The Council has a consultative and advisory role to the Management Board, and its main tasks include, in particular:

a.         indicating direction and scope of the Foundation's activities, 

b.         designating the person authorized to enter into contracts with Board members,

c.         providing opinions on the tasks, directions and programs of action undertaken to achieve the objectives of the Foundation,

d.         participating in cooperation with corporations, public institutions, the media, business clubs and cultural centers, academic and opinion-forming institutions,

e.         serving with experience and knowledge in the development of the Foundation and the realization of its goals,

f.          giving opinions on other matters requested by the Management Board,

g.         promoting and supporting in any way allowed the activities of the Foundation related to the performance of its statutory objectives.

Chapter VII – Foundation Activities

§ 22.

1.     The Foundation may conduct business activity commensurate with the objectives to perform.

2.     The business activity of the Foundation include such areas of activity as (according to the Polish Classification of Activities 2007):

a.         58.11.Z – Book publishing;

b.         58.13.Z - Publishing of newspapers;

c.         58.14.Z - Publishing of journals and periodicals;

d.         58.19.Z - Other publishing activities;

e.         58.20.Z – Photographic activities;

f.          59.11.Z - Motion picture, video and television program production activities;

g.         59.12.Z - Motion picture, video and television program post-production activities;

h.         59.13.Z - Motion picture, video and television program distribution activities;

i.          59.14.Z - Motion picture projection activities;

j.          59.20.Z - Sound recording and music publishing activities;

k.         68.20.Z - Rental and operating of own or leased real estate;

l.          70.21.Z - Public relations and communication activities;

m.        72.20.Z - Research and experimental development on social sciences and humanities;

n.         73.12.A - Intermediation in the sale of time and place on advertising aims in the radio and television;

o.         73.12.B - Intermediation in the sale of the place on advertising aims in printed media;

p.         73.12.C - Intermediation in the sale of the place on advertising aims in electronic media (Internet);

q.         73.12.D - Intermediation in the sale of the place on advertising aims in other media;

r.         73.20.Z - Market research and public opinion polling;

s.         74.10.Z - Specialized design activities;

t.         74.30.Z - Translation and interpretation activities;

u.         74.90.Z - Other professional, scientific and technical activities not elsewhere classified;

v.         77.21.Z - Rental and leasing of recreational and sports goods;

w.        77.29.Z - Rental and leasing of other personal and household goods;

x.         77.33.Z - Rental and leasing of office machinery and equipment, including computers;

y.         77.39.Z - Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified;

z.         77.40.Z - Leasing of intellectual property and similar products, except copyrighted works;

aa.       79.90.C - Other reservation service activities not elsewhere classified;

bb.       82.30.Z - Organization of conventions and trade shows;

cc.        84.12.Z - Regulation of the activities of providing health care, education, cultural services and other social services, excluding social security;

dd.       85.52.Z - Out-of-school forms of cultural education;

ee.       85.59.B - Other out-of-school forms of education, not elsewhere classified;

ff.        85.60.Z - Educational support activities;

gg.       88.10.Z - Social work activities without accommodation for the elderly and disabled;

hh.       88.99.Z - Other social work activities without accommodation not elsewhere classified;

ii.         90.01.Z - Performing arts activities;

jj.         90.02.Z - Support activities to performing arts;

kk.       90.03.Z - Artistic creation activities;

ll.         90.04.Z - Operation of arts facilities;

mm.     93.29.Z - Other amusement and recreation activities;

nn.       94.12.Z - Activities of professional organizations;

oo.       94.99.Z - Activities of other membership organizations not elsewhere classified;

pp.       96.09.Z - Other personal service activities not elsewhere classified.

3.     Any income generated from business activity may be used only for the statutory objectives of the Foundation.

Chapter VIII – Amendment of the Foundation Statute

§ 23.

Amendments to the Statute of the Foundation shall be implemented by the Founder, independently or at the request of the Management Board, by passing an appropriate resolution.

Chapter IX – Change of the objective of the Foundation

§ 24.

1.     The Founder shall be entitled to change the objectives, for which the Foundation was established.

2.     The change of the objective of the Foundation shall be made by amending the provisions of the Statute and shall require registration by the competent court.

Chapter X – Final provisions

§ 25.

1.     The Management Board shall notify the Minister competent for culture and national heritage about the liquidation of the Foundation.

2.     The decision to liquidate shall be made by the Founder, and in the absence of the Founder by the Management Board by an absolute majority of votes, with the presence of at least half of the members entitled to vote. 

3.     The financial resources and assets remaining after the liquidation of the Foundation may be allocated, by resolution of the Founder or the Management Board, to organizations with similar objectives operating in the territory of the Republic of Poland. 

§ 26.

1.     In the event of the death of the Founder or the long-term inability of the Founder to decide on the composition and the number of persons composing the Management Board, as well as decisions concerning the operation of the Foundation (due to disappearance, long-term illness - confirmed by a medical certificate, or long-term stay outside the borders of the Republic of Poland), the decision shall be made by the Management Board of the Foundation. 

2.     In the event of the death of the Founder, the Management Board shall assume the rights and obligations of the Founder specified in the Statute and shall apply them accordingly. 

§ 27.

      1.   In matters not regulated herein, the provisions of the Foundations’ Act of April 6, 1984 (consolidated text: Journal of Laws 2023.166 of 2023.01.23) shall apply.

      2.    The Statute shall enter into force on the date of registration by the District Court for the capital city of Warsaw.