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STATUTES OF THE
MEMORIALS MANAGEMENT SOCIETY
FOUNDATION

22 May 2019

CHAPTER I
GENERAL PROVISIONS

§ 1
The Foundation

1. The name of the Foundation is “Memorials Management Society,” from now on, referred to as the “Foundation.” The Foundation was established by Piotr Mateusz Cywiński, Łukasz Rozdeiczer-Kryszkowski, Wojciech Antoni Soczewica, and Adam Szpaderski, the Founders, using a notarial deed created by Anita Hnatyszyn, a Notary Public in Warsaw, Aleja Niepodległości 35/4, on 22 May 2019, under Repertory A No. 1337/2019.
2. The Foundation is a legal person and operates on the basis of the provisions of the Act on Foundations of 6 April 1984 (uniform text 2018, Journal of Laws of the Republic of Poland, item 1491), of the provisions of the Act on Public Benefit Activities and Volunteering of 24 April 2003 (uniform text 2019, Journal of Laws of the Republic of Poland, item 688), as well as the provisions hereof.
3. The Foundation may use a distinctive graphic symbol (logo), which after registration, will be subject to legal protection.
4. Whenever reference is made to memorial sites in these Statutes, this term means places related to the history of extermination and martyrdom of the victims of Nazi crimes such as camps, ghettos, prisons, mass executions sites (1933-1945), as well as all spaces and objects commemorating persons and events, in particular those related to martyrdom, extermination, struggle, resting places of the victims of the crimes of genocide, crimes against peace, war crimes, and crimes against humanity, it further includes all institutions, organizations and other legal persons appointed as caretakers of these places.

§ 2
The Founders

The Founders, as part of the authority set out in these Statutes, may make decisions which shall be in the form of resolutions adopted by a simple majority of votes.

§ 3
The Seat and the Area of the Foundation’s Activity

1. The main office of the Foundation will be located in Warsaw, Poland.
2. The area of the Foundation’s activity is the territory of the Republic of Poland as well as foreign countries. The Foundation may also cooperate with foreign institutions to achieve its statutory goals.

§ 4
The Duration

The duration of the Foundation is perpetual.

§ 5
The Supervisory Body

The Polish minister with regulative authority concerning the Foundation’s statutory goals is the Minister of Culture and National Heritage.


CHAPTER II
THE SUBJECT AND FORMS OF ACTIVITY OF THE FOUNDATION

§ 6
The Goals and Forms of Activity of the Foundation

1. The goals of the Foundation are:
1.1. supporting the effectiveness of memorial sites through scientific research, research and development (R&D), and dissemination of knowledge in the field of best practices, correlations, dependencies, measures and parameters of efficiency in the field of economic, financial and managerial aspects of organizing, commemorating, educating, preserving and maintaining memorial sites by museums and other legal persons, as well as developing diagnostic, consulting and educational activities in this field;
1.2. to disseminate internationally, knowledge about the financial and organizational needs of memorial sites;
1.3. to conduct activities in the field of culture, art, protection of cultural goods, and national heritage, in particular in the area of the impact of memorial sites on creating a responsible future.
2. The Foundation achieves its statutory goals by:
2.1. conducting scientific research, and research and development (R&D) alone and in cooperation with institutions and other legal persons, as well as implementing and disseminating the results of scientific research and research and development (R&D);
2.2. applying for funds and collecting funds for the implementation of statutory goals;
2.3. publishing, information and promotional activities;
2.4. building a network of cooperation and contacts to disseminate knowledge and skills in the field of the effectiveness of memorial sites;
2.5. cooperating with the media for the promotion of the Foundation’s statutory goals and taking public stands on all matters important for the Foundation’s statutory goals;
2.6. conducting audits, consulting, research, analyses and developing opinions and expertise related in particular to conducted scientific research and research and development (R&D);
2.7. creating, conducting, co-organizing or supporting scientific, educational and training projects and events (including among others: conferences, seminars, presentations, and lectures);
2.8. cooperating with organizers and managers of memorial sites;
2.9. cooperating with people and institutions operating in similar fields in Poland and the world.

CHAPTER III
THE FOUNDATION’S ASSETSANDINCOME

§ 7
The Foundation’s Assets

1. The Foundation’s assets consist of:
1.1. the Initial Fund referred to in the Foundation’s founding deed for PLN 1,600.00 (i.e., one thousand six hundred zlotys 00/100);
1.2. movables, real properties, property and non-proprietary rights, money, shares, securities, financial means obtained during the term of the Foundation’s activity.
2. The Foundation’s income comes from the funds and other Foundation’s assets transferred by the Founders and third parties (natural persons, legal persons, and organizational units that are not legal persons, to whom the provisions of applicable law grants legal capacity).
3. The Foundation’s income shall also derive from:
3.1. public funds - state funds, local government funds and funds from international programs and organizations;
3.2. endowments, legacies, bequests;
3.3. sponsorship, i.e., agreements for the purposeful financing of a specific activity or specific undertaking in exchange for the promotion of a sponsor;
3.4. subsidies from legal persons, from organizational units that are not legal persons to which the law confers legal capacity and from other persons;
3.5. income from the Foundation’s movable and immovable assets as well as Foundation’s property rights;
3.6. income from fundraising and public events;
3.7. dividends and profits from stocks and shares;
3.8. interest on bank deposits;
3.9. grants, and projects.
4. Income from subsidies, donations, bequests, and legacies may be used to achieve all the statutory goals of the Foundation unless the donors have agreed otherwise. The donors’ decisions may not conflict with the statutory goals of the Foundation.
5. The Foundation may collect funds in banks and other financial institutions, in Polish currency and foreign currencies in accordance with the regulations of the foreign exchange law. The Foundation may also have bank accounts and assets abroad.
6. The Foundation’s income may exclusively be used to perform the statutory goals of the Foundation, save for expenses of an administrative nature.  

§ 8
Activities Prohibited Regarding the Foundation’s Assets

1. The Foundation may not grant loans or provide security for liabilities with the Foundation’s assets to members of the Foundation’s bodies or the Foundation’s employees, nor to individuals to whom members of the Foundation’s bodies and Foundation’s employees are married, with whom members of the Foundation’s bodies and Foundation’s employees cohabitate or to whom they are related by consanguinity or by affinity in the direct line, by consanguinity or by affinity in the collateral line up to the second degree, or to whom members of the Foundation’s bodies and Foundation’s employees are related through adoption, guardianship or custody, hereinafter referred to as “relatives”.
2. The Foundation may not transfer its assets to the members of the Foundation’s bodies or employees or their relatives on different principles than apply to third parties, in particular if such transfer is made gratuitously or on preferential terms.
3. The Foundation may not use its assets for the benefit of the members of the Foundation’s bodies or employees or their relatives on different principles than apply to third parties unless such use follows directly from the Foundation’s statutory goals.
4. The Foundation may not purchase goods or services from entities whose participants include members of the Foundation’s bodies or Foundation’s employees and their relatives, on other terms and conditions than those applicable to third parties or at prices that are higher than market prices.

CHAPTER IV
THE FOUNDATION’S BODIES

§ 9
The Bodies

The Foundation’s bodies are:
1. the Council;
2. the Management Board;
3. the Memorial Sites Committee;
4. the Collegium Bonae Memoriae.

§ 10
The Council

1. The Foundation’s Council is the decision-making, supervisory, and opinion-forming body of the Foundation, separate from the Management Board and not subject to its control.
2. The work of the Council is managed by the Chair, who represents it in outside contacts, and, convenes and chairs the Council’s sessions.
3. The Founders appoint elect the first Chair of the Council from among the members of the Foundation’s Council. The following Chair who is to replace the first Chair of the Council appointed by the Founders, is selected by the members of the Council from among themselves. The provisions regarding the appointment, dismissal and resignation of members of the Council shall apply accordingly to the appointment, dismissal and resignation of the Chair of the Council.
4. The Council may adopt by-laws that specify in detail the principles of its operation.

§ 11
The Members of the Council

1. The Council consists of 3 (three) to 10 (ten) members, including the Chair of the Council.
2. Only natural persons may be members of the Council.
3. The Chair of the Council and other members of the Council may receive remuneration for their work in this body, in the amount determined by the Founders, with the consent of the Management Board.
4. Membership in the Council may not be combined with performing functions in the Management Board. Members of the Council may not be married to the members of the Management Board, remain with them in the cohabitation or in the second degree of affinity.
5. No individuals who have been lawfully convicted of a willful offence prosecuted by the public prosecutor or of a fiscal offence can become members of the Foundation’s Council.
6. The members of the Foundation’s Council may receive reimbursement of justified expenses for performing functions in this body.

§ 12
The Term of Office of the Members of the Council

1. The members of the Council, including the Chair of the Council, perform their functions indefinitely.
2. The first members of the Council are the Founders or persons appointed by them.
3. The Council may, by way of resolution, appoint further members of the Council.
4. The resolutions of the Council regarding the appointment of a member of the Council are adopted by a majority of votes.
5. The dismissal of a Council member requires an appropriate resolution adopted by a two-thirds majority of the votes of the remaining members of the Council.
6. Membership in the Council expires upon:
6.1. written resignation of the Council member;
6.2. dismissal of the Council member;
6.3. lawfully conviction of the Council member of a willful offence prosecuted by the public prosecutor or of a fiscal offence;
6.4. death of the Council member.
7. In case membership of all members of the Council has ceased, the Founders may appoint further members of the Council.
8. In the agreement between the Foundation and a member of the Council as well as in a dispute with him/her, the Foundation shall be represented by the Founder indicated in the resolution of the Founders or by a proxy appointed upon that resolution.

§ 13
The Tasks of the Council

1. The exclusive competence of the Council includes:
1.1. defining the main directions of the Foundation’s activities;
1.2. supervising and controlling the Foundation’s activities;
1.3. approving the Foundation’s annual and multiannual plans and programs of activities;
1.4. reviewing and approving financial statements and reports on the Foundation’s activities prepared by the Management Board;
1.5. undertaking decisions regarding the employment and remuneration of members of the Management Board;
1.6. undertaking decisions on the amount of remuneration for the Chair or individual members of the Council, after prior approval of the majority of the Founders;
1.7. agreeing to create, transform or liquidate the Foundation’s organizational units;
1.8. undertaking decisions on the merger of the Foundation with another foundation and the liquidation of the Foundation, after prior approval of the majority of the Founders;
1.9. undertaking decisions on changing the statutory goals of the Foundation;
1.10. appointing and recalling the members of the Management Board;
1.11. approving of the performance of duties to the Management Board;
1.12. appointing and recalling the members of the Council.
2. To fulfill its duties, the Council is authorized in particular to:
2.1. request the Management Board to present all of the information and documents related to the Foundation’s activity;
2.2. review the assets and finances of the Foundation.

§ 14
The Work Organization of the Council

1. The meetings of the Council shall be convened as necessary.
2. The meetings of the Council are convened and chaired by the Chair of the Council, or another member of the Council authorized by the Chair of the Council. The Chair is required to convene a meeting of the Council upon a written request of the Management Board or at least two members of the Council no later than two weeks after the date indicated by the applicant.
3. The Chair of the Council convenes meetings of the Council by informing the other members of the Council about the place, date and proposed agenda in the form of written notifications or by sending the said information in electronic form to the e-mail addresses of the Council members contained in the register of addresses referred to in § 14.10. The meeting may take place not earlier than before the expiry of 1 (one) week and not later than after the expiry of 1 (one) month from the date of receipt of written notices by members of the Council or from the date on which the relevant information sent to the e-mail addresses of Council members have been introduced to electronic communications in such a way that members of the Council can become familiar with their content.
4. If the Chair of the Council does not convene a meeting of the Council within the time limits required by these Statutes or legal regulations, a meeting of the Council may be convened by the Management Board.
5. Subject to the exceptions provided for in these Statutes, the Council shall make decisions in the form of a resolution by a simple majority of votes. If the vote is tied, the Chair of the Council has the deciding vote.
6. Adoption of a resolution by the Council requires a quorum of at least half the number of members of the Council.
7. If, despite the proper convening of a meeting of the Council and proper notification of all members of the Council about the place and date of the meeting, less than half of the members of the Council are present at the meeting, the Chair of the Council or another person indicated in § 14.2 convenes another meeting within a period not shorter than 1 (one) week and not longer than 3 (three) weeks from the original date of the meeting. Adoption of a resolution at a meeting convened in the manner specified in this point does not require the presence of at least half of the number of members of the Council.
8. The resolutions of the Council may also be adopted outside the meetings, using distance communication included. The validity of a resolution adopted outside the meetings of the Council depends on the consent of all its members to vote outside the formally convened meeting of the Council.
9. Meetings of the Council may be held using direct remote communication, in particular in the form of video conferencing and teleconferencing.
10. The President of the Management Board is obliged to keep a register of e-mail addresses of all members of the Council in such a way that the Chair of the Council has access to these addresses. This register can be kept in electronic form. The members of the Council are obliged to immediately provide the President of the Management Board with information on changes in e-mail addresses included in the register.
11. The members of the Council may receive reimbursement of justified expenses for their work in this body.

§ 15
The Honorary Members of the Council and Honorary Titles

1. The Council may award to natural persons of its choice the title of Honorary Member of the Council.
2. Persons who have been awarded the title referred to in § 15.1 of these Statutes are not members of the Council. They are not burdened with the duties of the members of the Council or have the rights of members of the Council. In particular, it is not necessary to inform them about the meetings of the Council, their presence is not necessary during these meetings, they do not vote on the resolutions of the Council and are not included in the calculation of the quorum required for adopting the resolutions of the Council.
3. Persons who have been awarded the title referred to in § 15.1 of these Statutes may participate in the meetings of the Council with the right to speak and ask questions to members of the Foundation’s bodies.

§ 16
The Management Board

1. The Management Board consists of 1 (one) to 3 (three) members, including the President of Management Board, who are appointed are by the Council.
2. The members of the initial Management Board, including the President of the Management Board, are appointed by the Founders.
3. The President of the Management Board and members of the Management Board may receive remuneration for their work in this body.
4. The Council may recall the Management Board or its individual members before the expiration of the term of office for which they have been appointed.
5. The term of office of the Management Board lasts 3 (three) years. The mandates of the members of the Management Board expire at the end of the term of office. If a supplementary or extension choice was made during the term of office of the Management Board, the mandate of the newly appointed member of the Management Board shall expire simultaneously with the mandates of the other members of the Management Board.
6. No individuals who have been lawfully convicted of a willful offence prosecuted by the public prosecutor or of a fiscal offence can become members of the Management Board.
7. A member of the Management Board can serve more than one term in office.
8. Membership on the Management Board expires upon:
8.1. written resignation of the Management Board member;
8.2. dismissal of the Management Board member;
8.3. lawfully conviction of the Management Board member of a willful offence prosecuted by the public prosecutor or of a fiscal offence;
8.4. the time the term of office of a member of the Management Board expires, unless a member of the Management Board is appointed for another term of office;
8.5. death of the Management Board member.
9. In the agreement between the Foundation and a member of the Management Board as well as in a dispute with him/her, the Foundation shall be represented by the Chair of the Council or a proxy appointed upon the resolution of the Council.
10. The members of the Management Board may receive reimbursement of justified expenses related to their function.

§ 17
The Duties and the Powers of the Management Board

1. The Management Board manages the Foundation’s activities, represents it in external contacts, and makes decisions on all matters which, under the Statutes and mandatory legal provisions, have not been reserved as the exclusive competence of another Foundation’s body.
2. The competences of the Management Board include, in particular:
2.1. preparing the Foundation’s annual plans of activity and financial plans;
2.2. preparing financial statements and reports on the Foundation’s activities;
2.3. managing the Foundation’s assets;
2.4. determining the number of employees and amount of funds for the remuneration for the Foundation’s employees in accordance with the adopted financial plan;
2.5. determining the principles of the remuneration for the Foundation’s employees;
2.6. establishing the internal regulations of the Management Board and the Foundation’s Office;
2.7. accepting donations, legacies, and bequests as well as subsidies and endowments. If the Foundation is selected to accept an inheritance, the Management Board shall submit a statement of acceptance of the inheritance with all its obligations or of its rejection;
2.8. appointing and recalling the members of the Memorial Sites Committee;
2.9. appointing and recalling the members of the Collegium Bonae Memoriae, after obtaining the opinion of the Chair of the Council;
2.10. appointing advisory, opinion-forming or other units, while maintaining all the prerogatives of the bodies described in these Statutes.
3. In the case of a multi-person Management Board, its decisions are made at meetings in the form of resolutions. Resolutions are adopted by a simple majority of votes of the members of the Management Board. If the vote is tied, the President of Management Board has the casting vote.
4. The meetings of the Management Board may be held using direct remote communication, in particular in the form of video conferencing and teleconferencing.
5. The Management Board may appoint attorneys-in-fact to manage specific areas of the Foundation’s activities.
6. The Management Board is obliged to present, until the 30th of June, an Annual Report on the Foundation’s work to the Council, covering the period of the calendar year preceding the year in which this Annual Report is submitted.

§ 18
The Declarations of Will on behalf of the Foundation

The Declarations of will on behalf of the Foundation are made by the President of the Foundation’s Management Board acting singly or by two members of the Foundation’s Management Board acting jointly.

§ 19
The Memorial Sites Committee

1. The Memorial Sites Committee consists of individuals who have appropriate knowledge in the management of museums and other institutions that look after memorial sites.
2. The works of the Memorial Sites Committee are managed by the Chair of the Memorial Sites Committee.
3. The members of the Memorial Sites Committee are appointed for a five-year term of office by the Management Board.
4. The Memorial Sites Committee has an advisory and opinion-giving function.
5. The Memorial Sites Committee shall meet as needed.
6. Membership in the Memorial Sites Committee expires upon:
6.1. written resignation of the Memorial Sites Committee member;
6.2. expiry of the term of office of a member of the Memorial Sites Committee, unless a member of the Memorial Sites Committee is appointed for another term;
6.3. death of the Memorial Sites Committee member.
7. In justified cases, a member of the Memorial Sites Committee may be recalled, thereby, deprived of his/her membership in the Memorial Sites Committee based on a resolution adopted by the Management Board.
8. Members of the Memorial Sites Committee do not receive remuneration for their work in this body, but they can receive the reimbursement of justified expenses relating to their participation in the work of this body, including travel expenses.

§ 20
The Collegium Bonae Memoriae

1. The Collegium Bonae Memoriae consists of eminent representatives of economics, finance, administration, entrepreneurship, and managers of memorial sites.
2. The works of the Collegium Bonae Memoriae are managed by the Chair of the Collegium Bonae Memoriae.
3. The members of the Collegium Bonae Memoriae are appointed for a five-year term of office by the Management Board, after consulting the Chair of the Council.
4. The task of the Collegium Bonae Memoriae is to support Memorial Sites with advice, knowledge, and experience in the fields of economics, finance, administration, entrepreneurship, and related issues.
5. The Collegium Bonae Memoriae shall meet as needed.
6. Membership in the Collegium Bonae Memoriae expires upon:
6.1. written resignation of the Collegium Bonae Memoriae member;
6.2. expiry of the term of office of a member of the Collegium Bonae Memoriae, unless a member of the Collegium Bonae Memoriae is appointed for another term;
6.3. death of the Collegium Bonae Memoriae member.
7. In justified cases, a member of the Collegium Bonae Memoriae may be recalled, thereby, deprived of his/her membership in the Collegium Bonae Memoriae based on a resolution adopted by the Management Board, after consulting the Chair of the Council.
8. Members of the Collegium Bonae Memoriae do not receive remuneration for their work in this body, but they can receive the reimbursement of justified expenses relating to their participation in the work of this body, including travel expenses.


CHAPTER V
FINAL PROVISIONS

§ 21
The Amendments to the Statutes

The amendments to the Foundation’s Statutes require the adoption of a resolution by the Council, with a two-thirds majority of the votes casts by all members of the Council.

§ 22
The Merger with Another Foundation

1. To ensure proper implementation of its statutory goals, the Foundation may merge with another foundation.
2. The decision on the merger with another foundation is made by the Council with a two-thirds majority of the votes casts by all members of the Council, with the consent of the majority of the Founders.

§ 23
The Liquidation of the Foundation

1. In case of circumstances referred to in Article 15.1 of the Act on Foundations of 6 April 1984 (uniform text 2016, Journal of Laws of the Republic of Poland, item 40 as amended) or in situations referred to in Article 15.3 of this Act, the decision on the liquidation of the Foundation shall be taken by the Council with a two-thirds majority of the votes casts by all members of the Council, after consulting the Founders.
2. The liquidator of the Foundation is appointed by the Council, by way of a resolution, upon the motion of the Chair of the Council or upon the motion of the Management Board.
3. The resolution regarding the liquidation of the Foundation should specify the purpose of the assets remaining after the liquidation, with the proviso that these assets may be allocated only to other organizations with similar statutory goals.
4. The liquidation is carried out by the Management Board.

§ 24
Non-regulated Issues

The provisions of the Act on Foundations apply to issues not regulated by these Statutes.

§ 25
The Entry into Force of the Statutes

The Statutes of the Foundation in this document enters into force on the day the Foundation is registered by the competent Court.


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