STATUTE OF THE FOUNDATION
FOR THE DEVELOPMENT OF POLISH AGRICULTURE
ARTICLE 1. General provisions
1.1 The Foundation for the Development of Polish Agriculture (hereinafter referred to as the "Foundation") was established by Mr. Leon E. Irish and Mr. J. B. Penn under a Notarial Deed, Repertory number A-I-143/87, written up on January 7, 1988 before the Notary Public Czesława Kołcun. The Foundation organizes its activities in accordance with the Polish Law on Foundations and the provisions of this Statute.
1.2 The following articles shall constitute the Statute of the Foundation (hereinafter referred to as the "Statute").
1.3 The Foundation shall not be comprised of shareholders or members who have a proprietary or beneficial interest in the income or assets of the Foundation.
1.4 The Foundation’s superior authority shall be the Minister of Agriculture.
1.5 The Foundation shall have the status of a legal person.
ARTICLE 2. Registered seat
The registered seat of the Foundation shall be the capital city of Warsaw.
ARTICLE 3. Term
The Foundation shall be established for an indefinite term.
ARTICLE 4. Area of activity
The Foundation shall conduct its activities in the Republic of Poland. In order to execute its objectives properly, the Foundation may conduct its activities outside the Republic of Poland. The Foundation may establish and operate branch offices and other organizational units.
ARTICLE 5. Common Seal
The Foundation shall have a common seal with its name and registered seat in the circumscription.
ARTICLE 6. Objectives of the Foundation
The objective of the Foundation shall be to engage in charitable, scientific and educational activities that are socially beneficial and which contribute to the development and modernization of agriculture, development of rural communities, alleviation of poverty and reduction of unemployment in rural areas and in small towns, including but not limited to promoting entrepreneurship and small and medium enterprises, providing assistance to rural communities during the period of economic transformation and adjustment of Polish agriculture to enable it to function within the European Union structures.
ARTICLE 7. Principal forms of activity
In order to achieve the objectives referred to hereof in article 6, the Foundation may pursue all types of charitable, scientific and educational activities permitted under Polish law and under the articles of its Statute. Without limiting the generality of the foregoing, the Foundation may:
(a) Pursue and organize scientific research, education and information activities, discourses, seminars, symposia, conferences, lectures, workshops and advisory services in all areas of activity permitted under this Statute. Support efforts pursued by existing educational and research institutions and organizations offering management, information and education in agriculture, and advisory services for farmers and residents in rural and small town communities.
(b) Support establishing agricultural and other types of enterprises in rural and small town areas. Offer training, education, financial assistance and advisory services to promote employment in rural areas and small towns.
(c) Assist in modernizing and disseminating technologies and practices aimed at improving the quality of food products and the efficiency of their production, processing, transportation, storage and distribution. Assist in improving underdeveloped sectors of agriculture and the food economy, including creating employment in particularly underdeveloped and neglected rural areas and small towns.
(d) Promote research and policy development for agriculture and rural areas. Gather, analyze and disseminate information on developing agricultural policy, developing rural areas, regional development, environmental protection and other sectors of the food economy.
(e) Promote and support the development of agriculture and employment in rural areas by demonstrating the role of private capital and entrepreneurial initiative and granting loans to entrepreneurs investing in rural areas and small towns.
(f) Promote unperturbed development of the natural environment, land and other agricultural resources in a manner consistent with environment protection policy. Encourage application and presentation of agricultural activities that protect the natural environment.
(g) Encourage establishing and promoting voluntary, non-profit organizations in rural areas and small towns.
(h) Engage in other forms of activities necessary to accomplish the objectives of the Foundation.
ARTICLE 8. Other activities
8.1 Economic activities. The Foundation may pursue economic activities to the extent necessary to accomplish its benevolent goals specified under this Statute, in particular in economically underdeveloped and neglected rural areas and small towns. To this end the Foundation shall have the right to provide services on a paid basis such as:
(a) pursue and promote micro-lending activities, that is granting loans (or managing such loans) to commence or develop business activities in non-agricultural sectors, agricultural activities or in areas activity connected with the agricultural sector, such as food processing, agricultural-tourism activities and craftsmanship in economically underdeveloped and neglected rural areas and in small towns.
(b) pursue scientific-research and publishing activities with respect to promoting and supporting development of agriculture, rural areas and small town, local and regional development, environmental protection and other similar areas of activity, especially in economically underdeveloped and neglected rural areas and in small towns.
(c) organize training and advisory services in the field of agriculture, food economy, rural development, local and regional development, environmental protection and other similar services, especially in economically underdeveloped and neglected rural areas and in small towns.
8.2 The Foundation shall conduct economic activities directly or through separate enterprises. Revenue obtained from the Foundation’s economic activities shall be allocated to finance its statutory activities.
8.3 Exclusion of political activities. The Foundation shall neither directly or indirectly participate or engage in (including publishing and disseminating statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE 9. Contracts and Agreements
The Foundation may enter into any and all agreements and contracts necessary to accomplish its objectives and charted activities.
ARTICLE 10. Assets and Revenues
10.1 Assets The assets of the Foundation are comprised of the founding funds and other assets obtained or acquired by the Foundation in the course of its activities.
10.2 Revenue The Foundation’s revenue originates from:
(a) gifts, inheritances, legacies, endowments, contributions, subsidies, contracts, grants and donations from Polish and foreign legal persons and institutions and from international governments and international,
(b) public contributions and events,
(c) revenue from the Foundation’s assets,
(d) revenue from the Foundation’s economic activities.
10.3 Inheritance In the event the Foundation is appointed to inheritance, the Foundation’s Management Board shall submit a statement on acceptance of inheritance with the benefit of inventory only when it was obvious, at the time the statement was submitted, that the asset value of the estate exceeded considerably the value of the inherited debts.
10.4 Allocation of assets Revenue referred to in article 10.2 (a) may be allocated to realize any of the Foundation’s objectives, unless the donators state otherwise. No part of the Foundation’s assets or revenues shall be divided among or allocated to the benefit of any founder, member of the Foundation’s governing body, employee or any other individual or private person connected with the Foundation, or any non-charitable organization, for purposes other than related to pursuing charitable, scientific and educational activities, or as payment of the price representing the market value of property acquired or as reasonable remuneration for work or services provided.
ARTICLE 11. Governing Bodies of the Foundation
11.1 The Foundation’s governing bodies are:
(a) The Foundation’s Supervisory Board (Supervisory Board)
(b) The Foundation’s Management Board (Management Board)
11.2. Membership of the Supervisory Board shall exclude membership of the Management Board or employment in the Foundation.
11.3 Decisions and resolutions of the Foundation’s governing bodies shall be adopted with a simple majority of votes (i.e. number of votes cast „for” to number of votes cast „against”, „abstention” votes shall not count), in the presence of at least one half of the elected members of each given governing body, unless the Statute provides otherwise. In the event of a deadlock, the Chairman (President) of the governing body shall have the decisive vote and in his absence at the meeting – the Chairman of the given meeting. Each member of the governing body shall have one vote. All members of the given governing body shall be notified reasonably in advance of any meeting in a manner that will ensure that each member receives such notice and enables each member to participate in the meeting.
ARTICLE 12. The Supervisory Board
12.1. Objectives. The Supervisory Board shall have the powers of an initiative, consultative and supervisory body.
12.2 Duties. The powers of the Supervisory Board provided under this Statute shall not be delegated to any other person or body. Apart from matters, which under this Statute are reserved for the Supervisory Board, the Supervisory Board shall be responsible for:
(a) Exercising constant supervision over the activities of the Foundation.
(b) Establishing the principal objectives of the Foundation’s operations, recommending appropriate methods and programs to be followed in order to achieve established objectives and submitting opinions on issues presented by the Management Board.
(c) Appointing and dismissing members of the Management Board, determining their remuneration and any other benefits, reviewing the performance of the Management Board and acknowledging the Management Board for the performance of its duties.
(d) Reviewing, approving or rejecting financial plans, the annual budget and the annual financial reports, the auditors' reports and other reports concerning the financial condition of the Foundation.
(e) Appointing a Certified Auditor to examine the Foundation’s financial reports.
(f) Approving any material contracts, agreements, obligations, investments or grants entered into, incurred or made by the Foundation. For the purposes of this provision the term "material" shall refer to contracts, agreements, obligations, investments or grants, which on the day they were entered into, incurred or made by the Foundation exceeded the value of 200,000 PLN (say: two hundred thousand PLN) or the equivalent of that amount in foreign currency, calculated according to the average rate of PLN to that foreign currency at the National Bank of Poland.
(g) Submitting opinions on matters presented by the Management Board and reviewing any complaints concerning the performance of the Management Board.
(h) Deciding on issues regarding merging the Foundation with other foundations, liquidating the Foundation, appointing a liquidator or assigning an interim administration to manage the Foundation.
(i) Adopting and enforcing amendments in the by-laws of the Supervisory Board and approving the by-laws for the Management Board.
(j) Adopting any amendments to the Statute and objectives of the Foundation.
12.3 Appointing members of the Supervisory Board. The Supervisory Board shall appoint and dismiss its own members ("Members"). The Nominating Committee comprised of selected members of the Supervisory Board, shall present Candidates for election to the Supervisory Board at the Annual Meeting, at which the Supervisory Board shall elect them. In the absence of such a Nominating Committee or its nominations, candidates shall be presented by the Chairman or Deputy Chairman in consultation with other Members of the Supervisory Board.
12.4 Term of office, termination of membership. The term of office for members of the Supervisory Board shall be (3) three years. The term of office shall commence on the date of election and shall end at the closing of the Annual Meeting of the Supervisory Board three years later unless a member is elected to fill a vacancy on the Supervisory Board or in other justified cases. The Supervisory Board may then elect a member for a term of less than 3 years. Membership on the Supervisory Board shall terminate in the following cases:
(a) at the end of the term of office,
(b) if a member is incapable or has limited capacity to perform legal acts,
(c) death of the member,
(d) submission of resignation by a member,
(e) removal of a member from the Supervisory Board.
12.5 Number of members. The Supervisory Board shall consist of not less than (5) five and not more than (9) nine members.
12.6 Vacancy If, as a result of one of the situations stated in article 12.4 above, the number of Supervisory Board members should fall below (5) five, the Supervisory Board shall be convened as soon as possible, but not later than within (3) one months, for the sole purpose of supplementing the composition of the Supervisory Board to the minimum number required by the Statute. The Supervisory Board constituted in this manner may immediately convene a Regular Meeting to consider other matters, including electing other members. In justified cases the Supervisory Board may also elect new members at Regular Meetings of the Supervisory Board.
12.7 Supervisory Board Meetings. The Supervisory Board shall meet on dates and at places which it shall consider convenient (Regular Meetings), provided however that the Supervisory Board shall meet at least once a year, in May or June.(Annual Meeting).
12.8 Eligibility for reelection. There is no limit to the number of consecutive terms a Member of the Supervisory Board may serve.
12.9 Posts on the Supervisory Board. The Supervisory Board shall at each Annual Meeting select from among its members: the Chairman, Deputy Chairman and the Secretary. If an office is vacant for any reason, the Supervisory Board may fill that post for a term of office ending at the next Annual Meeting.
12.10 Majority Resolutions of the Supervisory Board provided under article 12.2 (c) (to dismiss a member of the Management Board); article 12.2 (h), article 12.2 (j) and article 12.4(e), shall be valid if passed by a two-thirds majority of votes, with a quorum of at least one-half of the elected members of the Supervisory Board.
12.11 Remuneration and expenses of Supervisory Board members. Members of the Supervisory Board shall not receive remuneration for performing their functions as Supervisory Board members. However, the Foundation may reimburse any reasonable expenses made by Members to the extent they are incurred in connection with attending meetings of the Supervisory Board or other activities performed with the approval of the Supervisory Board.
12.12 Personal representation. Members of the Supervisory Board may exercise their duties personally, including by tele-conference or video conference, and also through their attorneys-in-fact, to the extent permitted by Polish law.
12.13 Committees The Supervisory Board may appoint Permanent or Special (Task) Committees. The Chairman of any such Committee shall be elected by the Supervisory Board from among its own members. The Supervisory Board shall adopt the by-laws for such Committees.
ARTICLE 13. Posts on the Supervisory Board
13.1 Chairman of the Supervisory Board. The Chairman or in the absence of the Chairman, the Deputy Chairman shall call and preside over meetings of the Supervisory Board. The Chairman - within reasonable prior notice - shall call a meeting at the request of three members of the Supervisory Board or at the request of a majority number of Management Board members. In such case the Chairman shall propose the agenda of the meeting and perform such other duties as the Supervisory Board may authorize or direct. Between meetings of the Supervisory Board, the Chairman shall represent the Supervisory Board before the Management Board, however any projected actions or decisions so taken by the Chairman shall be reported to the Board, which shall have the right to approve or invalidate them.
13.2 Deputy Chairman. Deputy Chairman shall assist and advise the Chairman, preside at meetings of the Supervisory Board in his absence, and perform such other duties as the Supervisory Board may authorize or direct.
13.3 The Secretary. The Secretary shall be responsible for recording the minutes of meetings of the Supervisory Board and distributing copies to all members of the Supervisory Board at the earliest possible date, but in all events not later than before the next meeting of the Supervisory Board is convened. The Secretary shall keep all official records and reports of the Supervisory Board. The Secretary shall notify members of the Supervisory Board at least fourteen (14) days prior to any meeting of the Supervisory Board and shall notify members of the Supervisory Board of their election or dismissal and perform such other duties as the Supervisory Board may authorize or direct.
13.4 Endorsement of decisions All decisions and resolutions of the Supervisory Board adopted at any of its meetings shall be signed at least by the Chairman or the Deputy Chairman of the Supervisory Board or in their absence by the Chairman of the given meeting and the recorder of minutes at that meeting. Copies of such decisions and resolutions may be validated by any one member of the Supervisory Board, unless the provisions of Polish law require such copies to be authenticated in a special manner.
ARTICLE 14. The Management Board
14.1 The Management Board The Management Board shall consist of (1) one to (3) three members, including the President (The Chief Executive Officer) and no more than two Vice-Presidents.
14.2 Duties. The Management Board shall represent the Foundation and manage its day-to-day activities. In particular, the Management Board shall:
(a) Employ and dismiss employees; establish, approve and change job descriptions; set and adjust remuneration of employees and other persons working for the Foundation.
(b) Attend meetings of the Supervisory Board and organize its meetings, unless the Supervisory Board excludes one or more members of the Management Board from the entire or part of the Meeting.
(c) Report on the financial condition, activities and operations of the Foundation at each meeting of the Supervisory Board. Report annually to the relevant Minister on the activities and programs of the Foundation. Prepare annual and long-term plans for the Foundation’s operations and present them for approval to the Supervisory Board.
(d) Submit any applications to amend entries in the National Court Register adopted by the Management Board.
(e) Subject to Article 10.3, accept gifts, inheritances, legacies, endowments, contributions, grants, and donations.
(f) Present the by-laws of the Management Board to the Supervisory Board for its approval.
(g) Undertake all appropriate or necessary actions permitted under this Statute and not reserved to the competency of the Supervisory Board in the pursuit and achievement of the Foundation's objectives.
14.3 Representation Declarations of intent on behalf of the Foundation are submitted by: the President of the Management Board (Chief Executive Officer), if the Management Board consists of one member, and two members of the Management Board (including the President of the Management Board) acting jointly, in all other cases.
14.4 Attorneys-in-fact The Management Board may appoint attorneys-in-fact to manage such issues as specified in their power of attorney and to submit declarations of intent concerning the same, as stipulated in article 14.2
14.5 Appointment Members of the Management Board shall be appointed and dismissed by the Supervisory Board. The Supervisory Board shall appoint members of the Management Board for a term of one to three years. Whenever circumstances require, the Supervisory Board may appoint an Interim or Acting President to manage the affairs of the Foundation until such time when the President of the Foundation is elected. The Supervisory Board shall appoint members of the Management Board to specific positions on the Board.
14.6 Termination of the membership Membership on the Management Board shall expire when a member of the Management Board is dismissed by the Supervisory Board or upon his death. The Supervisory Board may dismiss a member of the Management Board before the end of his term in the following circumstances:
(a) submission of resignation,
(b) in cases of illness resulting in permanent or extended incapacity to function as a member of the Management Board,
(c) failure to adequately fulfil functions of a Management Board member,
(d) material breach of the Statute’s provisions,
(e) other justified reasons.
14.7 Contracts with Management Board members The Chairman or Deputy Chairman of the Supervisory Board shall represent the Foundation in contracts with members of the Management Board.
14.8 Management Board meetings The Management Board shall meet whenever it is necessary, however not less than once a month. The President of the Management Board shall preside over meetings of the Management Board and shall appoint another person to prepare the minutes of any such meeting. The Minutes of the Meeting shall be sent to members of the Supervisory Board as soon as it is possible. No decision taken by the Management Board at these meetings shall be valid unless recorded in the minutes. Decisions and actions of the Management Board shall require a majority vote by members of the Management Board including the President of the Management Board.
ARTICLE 15. Liquidation or merging the Foundation with another entity
15.1 Merging with another Foundation The Foundation may merge with any other foundation with similar statutory objectives in order to achieve its objectives effectively.
15.2 Liquidation In the event the Supervisory Board decides to liquidate the Foundation, the Management Board or other persons designated by the Supervisory Board shall be authorized to conclude the activities of the Foundation in accordance with the Polish law.
15.3 Interim administration Until such time when liquidation of the Foundation shall be completed, the Supervisory Board may engage another foundation, a public agricultural organization, an agricultural and scientific institution or any other qualified institution operating in Poland to manage its assets and activities.
15.4 Disposition of remaining assets. Upon liquidation or dissolution of the Foundation, and after all debts and other liabilities of the Foundation have been settled, any remaining assets of the Foundation shall be distributed to another non-profit, non-governmental organization with similar objectives or to a government instrumentality to be used for purposes consistent with the objectives of the Foundation.
ARTICLE 16. Interim Provisions
This Statute constitutes an amendment of the Foundation’s present Statute (amended text adopted on June 16, 1992). The current Management Board appoints under a separate resolution of the existing Statute members of the first Supervisory Board as defined in article 11.1 (a) of this Statute. As soon as its members are appointed, the Supervisory Board may convene a meeting at which any other business may be conducted under the Statute. The 14 days prior notice requirement (as per article 13.3 of the present Statute) has been exceptionally waived for the first Supervisory Board meeting convened under the present Statute.
ARTICLE 17. Final Provisions
In all matters not regulated by this Statute, the appropriate provisions of the Polish law shall apply.
FOR THE DEVELOPMENT OF POLISH AGRICULTURE
ARTICLE 1. General provisions
1.1 The Foundation for the Development of Polish Agriculture (hereinafter referred to as the "Foundation") was established by Mr. Leon E. Irish and Mr. J. B. Penn under a Notarial Deed, Repertory number A-I-143/87, written up on January 7, 1988 before the Notary Public Czesława Kołcun. The Foundation organizes its activities in accordance with the Polish Law on Foundations and the provisions of this Statute.
1.2 The following articles shall constitute the Statute of the Foundation (hereinafter referred to as the "Statute").
1.3 The Foundation shall not be comprised of shareholders or members who have a proprietary or beneficial interest in the income or assets of the Foundation.
1.4 The Foundation’s superior authority shall be the Minister of Agriculture.
1.5 The Foundation shall have the status of a legal person.
ARTICLE 2. Registered seat
The registered seat of the Foundation shall be the capital city of Warsaw.
ARTICLE 3. Term
The Foundation shall be established for an indefinite term.
ARTICLE 4. Area of activity
The Foundation shall conduct its activities in the Republic of Poland. In order to execute its objectives properly, the Foundation may conduct its activities outside the Republic of Poland. The Foundation may establish and operate branch offices and other organizational units.
ARTICLE 5. Common Seal
The Foundation shall have a common seal with its name and registered seat in the circumscription.
ARTICLE 6. Objectives of the Foundation
The objective of the Foundation shall be to engage in charitable, scientific and educational activities that are socially beneficial and which contribute to the development and modernization of agriculture, development of rural communities, alleviation of poverty and reduction of unemployment in rural areas and in small towns, including but not limited to promoting entrepreneurship and small and medium enterprises, providing assistance to rural communities during the period of economic transformation and adjustment of Polish agriculture to enable it to function within the European Union structures.
ARTICLE 7. Principal forms of activity
In order to achieve the objectives referred to hereof in article 6, the Foundation may pursue all types of charitable, scientific and educational activities permitted under Polish law and under the articles of its Statute. Without limiting the generality of the foregoing, the Foundation may:
(a) Pursue and organize scientific research, education and information activities, discourses, seminars, symposia, conferences, lectures, workshops and advisory services in all areas of activity permitted under this Statute. Support efforts pursued by existing educational and research institutions and organizations offering management, information and education in agriculture, and advisory services for farmers and residents in rural and small town communities.
(b) Support establishing agricultural and other types of enterprises in rural and small town areas. Offer training, education, financial assistance and advisory services to promote employment in rural areas and small towns.
(c) Assist in modernizing and disseminating technologies and practices aimed at improving the quality of food products and the efficiency of their production, processing, transportation, storage and distribution. Assist in improving underdeveloped sectors of agriculture and the food economy, including creating employment in particularly underdeveloped and neglected rural areas and small towns.
(d) Promote research and policy development for agriculture and rural areas. Gather, analyze and disseminate information on developing agricultural policy, developing rural areas, regional development, environmental protection and other sectors of the food economy.
(e) Promote and support the development of agriculture and employment in rural areas by demonstrating the role of private capital and entrepreneurial initiative and granting loans to entrepreneurs investing in rural areas and small towns.
(f) Promote unperturbed development of the natural environment, land and other agricultural resources in a manner consistent with environment protection policy. Encourage application and presentation of agricultural activities that protect the natural environment.
(g) Encourage establishing and promoting voluntary, non-profit organizations in rural areas and small towns.
(h) Engage in other forms of activities necessary to accomplish the objectives of the Foundation.
ARTICLE 8. Other activities
8.1 Economic activities. The Foundation may pursue economic activities to the extent necessary to accomplish its benevolent goals specified under this Statute, in particular in economically underdeveloped and neglected rural areas and small towns. To this end the Foundation shall have the right to provide services on a paid basis such as:
(a) pursue and promote micro-lending activities, that is granting loans (or managing such loans) to commence or develop business activities in non-agricultural sectors, agricultural activities or in areas activity connected with the agricultural sector, such as food processing, agricultural-tourism activities and craftsmanship in economically underdeveloped and neglected rural areas and in small towns.
(b) pursue scientific-research and publishing activities with respect to promoting and supporting development of agriculture, rural areas and small town, local and regional development, environmental protection and other similar areas of activity, especially in economically underdeveloped and neglected rural areas and in small towns.
(c) organize training and advisory services in the field of agriculture, food economy, rural development, local and regional development, environmental protection and other similar services, especially in economically underdeveloped and neglected rural areas and in small towns.
8.2 The Foundation shall conduct economic activities directly or through separate enterprises. Revenue obtained from the Foundation’s economic activities shall be allocated to finance its statutory activities.
8.3 Exclusion of political activities. The Foundation shall neither directly or indirectly participate or engage in (including publishing and disseminating statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE 9. Contracts and Agreements
The Foundation may enter into any and all agreements and contracts necessary to accomplish its objectives and charted activities.
ARTICLE 10. Assets and Revenues
10.1 Assets The assets of the Foundation are comprised of the founding funds and other assets obtained or acquired by the Foundation in the course of its activities.
10.2 Revenue The Foundation’s revenue originates from:
(a) gifts, inheritances, legacies, endowments, contributions, subsidies, contracts, grants and donations from Polish and foreign legal persons and institutions and from international governments and international,
(b) public contributions and events,
(c) revenue from the Foundation’s assets,
(d) revenue from the Foundation’s economic activities.
10.3 Inheritance In the event the Foundation is appointed to inheritance, the Foundation’s Management Board shall submit a statement on acceptance of inheritance with the benefit of inventory only when it was obvious, at the time the statement was submitted, that the asset value of the estate exceeded considerably the value of the inherited debts.
10.4 Allocation of assets Revenue referred to in article 10.2 (a) may be allocated to realize any of the Foundation’s objectives, unless the donators state otherwise. No part of the Foundation’s assets or revenues shall be divided among or allocated to the benefit of any founder, member of the Foundation’s governing body, employee or any other individual or private person connected with the Foundation, or any non-charitable organization, for purposes other than related to pursuing charitable, scientific and educational activities, or as payment of the price representing the market value of property acquired or as reasonable remuneration for work or services provided.
ARTICLE 11. Governing Bodies of the Foundation
11.1 The Foundation’s governing bodies are:
(a) The Foundation’s Supervisory Board (Supervisory Board)
(b) The Foundation’s Management Board (Management Board)
11.2. Membership of the Supervisory Board shall exclude membership of the Management Board or employment in the Foundation.
11.3 Decisions and resolutions of the Foundation’s governing bodies shall be adopted with a simple majority of votes (i.e. number of votes cast „for” to number of votes cast „against”, „abstention” votes shall not count), in the presence of at least one half of the elected members of each given governing body, unless the Statute provides otherwise. In the event of a deadlock, the Chairman (President) of the governing body shall have the decisive vote and in his absence at the meeting – the Chairman of the given meeting. Each member of the governing body shall have one vote. All members of the given governing body shall be notified reasonably in advance of any meeting in a manner that will ensure that each member receives such notice and enables each member to participate in the meeting.
ARTICLE 12. The Supervisory Board
12.1. Objectives. The Supervisory Board shall have the powers of an initiative, consultative and supervisory body.
12.2 Duties. The powers of the Supervisory Board provided under this Statute shall not be delegated to any other person or body. Apart from matters, which under this Statute are reserved for the Supervisory Board, the Supervisory Board shall be responsible for:
(a) Exercising constant supervision over the activities of the Foundation.
(b) Establishing the principal objectives of the Foundation’s operations, recommending appropriate methods and programs to be followed in order to achieve established objectives and submitting opinions on issues presented by the Management Board.
(c) Appointing and dismissing members of the Management Board, determining their remuneration and any other benefits, reviewing the performance of the Management Board and acknowledging the Management Board for the performance of its duties.
(d) Reviewing, approving or rejecting financial plans, the annual budget and the annual financial reports, the auditors' reports and other reports concerning the financial condition of the Foundation.
(e) Appointing a Certified Auditor to examine the Foundation’s financial reports.
(f) Approving any material contracts, agreements, obligations, investments or grants entered into, incurred or made by the Foundation. For the purposes of this provision the term "material" shall refer to contracts, agreements, obligations, investments or grants, which on the day they were entered into, incurred or made by the Foundation exceeded the value of 200,000 PLN (say: two hundred thousand PLN) or the equivalent of that amount in foreign currency, calculated according to the average rate of PLN to that foreign currency at the National Bank of Poland.
(g) Submitting opinions on matters presented by the Management Board and reviewing any complaints concerning the performance of the Management Board.
(h) Deciding on issues regarding merging the Foundation with other foundations, liquidating the Foundation, appointing a liquidator or assigning an interim administration to manage the Foundation.
(i) Adopting and enforcing amendments in the by-laws of the Supervisory Board and approving the by-laws for the Management Board.
(j) Adopting any amendments to the Statute and objectives of the Foundation.
12.3 Appointing members of the Supervisory Board. The Supervisory Board shall appoint and dismiss its own members ("Members"). The Nominating Committee comprised of selected members of the Supervisory Board, shall present Candidates for election to the Supervisory Board at the Annual Meeting, at which the Supervisory Board shall elect them. In the absence of such a Nominating Committee or its nominations, candidates shall be presented by the Chairman or Deputy Chairman in consultation with other Members of the Supervisory Board.
12.4 Term of office, termination of membership. The term of office for members of the Supervisory Board shall be (3) three years. The term of office shall commence on the date of election and shall end at the closing of the Annual Meeting of the Supervisory Board three years later unless a member is elected to fill a vacancy on the Supervisory Board or in other justified cases. The Supervisory Board may then elect a member for a term of less than 3 years. Membership on the Supervisory Board shall terminate in the following cases:
(a) at the end of the term of office,
(b) if a member is incapable or has limited capacity to perform legal acts,
(c) death of the member,
(d) submission of resignation by a member,
(e) removal of a member from the Supervisory Board.
12.5 Number of members. The Supervisory Board shall consist of not less than (5) five and not more than (9) nine members.
12.6 Vacancy If, as a result of one of the situations stated in article 12.4 above, the number of Supervisory Board members should fall below (5) five, the Supervisory Board shall be convened as soon as possible, but not later than within (3) one months, for the sole purpose of supplementing the composition of the Supervisory Board to the minimum number required by the Statute. The Supervisory Board constituted in this manner may immediately convene a Regular Meeting to consider other matters, including electing other members. In justified cases the Supervisory Board may also elect new members at Regular Meetings of the Supervisory Board.
12.7 Supervisory Board Meetings. The Supervisory Board shall meet on dates and at places which it shall consider convenient (Regular Meetings), provided however that the Supervisory Board shall meet at least once a year, in May or June.(Annual Meeting).
12.8 Eligibility for reelection. There is no limit to the number of consecutive terms a Member of the Supervisory Board may serve.
12.9 Posts on the Supervisory Board. The Supervisory Board shall at each Annual Meeting select from among its members: the Chairman, Deputy Chairman and the Secretary. If an office is vacant for any reason, the Supervisory Board may fill that post for a term of office ending at the next Annual Meeting.
12.10 Majority Resolutions of the Supervisory Board provided under article 12.2 (c) (to dismiss a member of the Management Board); article 12.2 (h), article 12.2 (j) and article 12.4(e), shall be valid if passed by a two-thirds majority of votes, with a quorum of at least one-half of the elected members of the Supervisory Board.
12.11 Remuneration and expenses of Supervisory Board members. Members of the Supervisory Board shall not receive remuneration for performing their functions as Supervisory Board members. However, the Foundation may reimburse any reasonable expenses made by Members to the extent they are incurred in connection with attending meetings of the Supervisory Board or other activities performed with the approval of the Supervisory Board.
12.12 Personal representation. Members of the Supervisory Board may exercise their duties personally, including by tele-conference or video conference, and also through their attorneys-in-fact, to the extent permitted by Polish law.
12.13 Committees The Supervisory Board may appoint Permanent or Special (Task) Committees. The Chairman of any such Committee shall be elected by the Supervisory Board from among its own members. The Supervisory Board shall adopt the by-laws for such Committees.
ARTICLE 13. Posts on the Supervisory Board
13.1 Chairman of the Supervisory Board. The Chairman or in the absence of the Chairman, the Deputy Chairman shall call and preside over meetings of the Supervisory Board. The Chairman - within reasonable prior notice - shall call a meeting at the request of three members of the Supervisory Board or at the request of a majority number of Management Board members. In such case the Chairman shall propose the agenda of the meeting and perform such other duties as the Supervisory Board may authorize or direct. Between meetings of the Supervisory Board, the Chairman shall represent the Supervisory Board before the Management Board, however any projected actions or decisions so taken by the Chairman shall be reported to the Board, which shall have the right to approve or invalidate them.
13.2 Deputy Chairman. Deputy Chairman shall assist and advise the Chairman, preside at meetings of the Supervisory Board in his absence, and perform such other duties as the Supervisory Board may authorize or direct.
13.3 The Secretary. The Secretary shall be responsible for recording the minutes of meetings of the Supervisory Board and distributing copies to all members of the Supervisory Board at the earliest possible date, but in all events not later than before the next meeting of the Supervisory Board is convened. The Secretary shall keep all official records and reports of the Supervisory Board. The Secretary shall notify members of the Supervisory Board at least fourteen (14) days prior to any meeting of the Supervisory Board and shall notify members of the Supervisory Board of their election or dismissal and perform such other duties as the Supervisory Board may authorize or direct.
13.4 Endorsement of decisions All decisions and resolutions of the Supervisory Board adopted at any of its meetings shall be signed at least by the Chairman or the Deputy Chairman of the Supervisory Board or in their absence by the Chairman of the given meeting and the recorder of minutes at that meeting. Copies of such decisions and resolutions may be validated by any one member of the Supervisory Board, unless the provisions of Polish law require such copies to be authenticated in a special manner.
ARTICLE 14. The Management Board
14.1 The Management Board The Management Board shall consist of (1) one to (3) three members, including the President (The Chief Executive Officer) and no more than two Vice-Presidents.
14.2 Duties. The Management Board shall represent the Foundation and manage its day-to-day activities. In particular, the Management Board shall:
(a) Employ and dismiss employees; establish, approve and change job descriptions; set and adjust remuneration of employees and other persons working for the Foundation.
(b) Attend meetings of the Supervisory Board and organize its meetings, unless the Supervisory Board excludes one or more members of the Management Board from the entire or part of the Meeting.
(c) Report on the financial condition, activities and operations of the Foundation at each meeting of the Supervisory Board. Report annually to the relevant Minister on the activities and programs of the Foundation. Prepare annual and long-term plans for the Foundation’s operations and present them for approval to the Supervisory Board.
(d) Submit any applications to amend entries in the National Court Register adopted by the Management Board.
(e) Subject to Article 10.3, accept gifts, inheritances, legacies, endowments, contributions, grants, and donations.
(f) Present the by-laws of the Management Board to the Supervisory Board for its approval.
(g) Undertake all appropriate or necessary actions permitted under this Statute and not reserved to the competency of the Supervisory Board in the pursuit and achievement of the Foundation's objectives.
14.3 Representation Declarations of intent on behalf of the Foundation are submitted by: the President of the Management Board (Chief Executive Officer), if the Management Board consists of one member, and two members of the Management Board (including the President of the Management Board) acting jointly, in all other cases.
14.4 Attorneys-in-fact The Management Board may appoint attorneys-in-fact to manage such issues as specified in their power of attorney and to submit declarations of intent concerning the same, as stipulated in article 14.2
14.5 Appointment Members of the Management Board shall be appointed and dismissed by the Supervisory Board. The Supervisory Board shall appoint members of the Management Board for a term of one to three years. Whenever circumstances require, the Supervisory Board may appoint an Interim or Acting President to manage the affairs of the Foundation until such time when the President of the Foundation is elected. The Supervisory Board shall appoint members of the Management Board to specific positions on the Board.
14.6 Termination of the membership Membership on the Management Board shall expire when a member of the Management Board is dismissed by the Supervisory Board or upon his death. The Supervisory Board may dismiss a member of the Management Board before the end of his term in the following circumstances:
(a) submission of resignation,
(b) in cases of illness resulting in permanent or extended incapacity to function as a member of the Management Board,
(c) failure to adequately fulfil functions of a Management Board member,
(d) material breach of the Statute’s provisions,
(e) other justified reasons.
14.7 Contracts with Management Board members The Chairman or Deputy Chairman of the Supervisory Board shall represent the Foundation in contracts with members of the Management Board.
14.8 Management Board meetings The Management Board shall meet whenever it is necessary, however not less than once a month. The President of the Management Board shall preside over meetings of the Management Board and shall appoint another person to prepare the minutes of any such meeting. The Minutes of the Meeting shall be sent to members of the Supervisory Board as soon as it is possible. No decision taken by the Management Board at these meetings shall be valid unless recorded in the minutes. Decisions and actions of the Management Board shall require a majority vote by members of the Management Board including the President of the Management Board.
ARTICLE 15. Liquidation or merging the Foundation with another entity
15.1 Merging with another Foundation The Foundation may merge with any other foundation with similar statutory objectives in order to achieve its objectives effectively.
15.2 Liquidation In the event the Supervisory Board decides to liquidate the Foundation, the Management Board or other persons designated by the Supervisory Board shall be authorized to conclude the activities of the Foundation in accordance with the Polish law.
15.3 Interim administration Until such time when liquidation of the Foundation shall be completed, the Supervisory Board may engage another foundation, a public agricultural organization, an agricultural and scientific institution or any other qualified institution operating in Poland to manage its assets and activities.
15.4 Disposition of remaining assets. Upon liquidation or dissolution of the Foundation, and after all debts and other liabilities of the Foundation have been settled, any remaining assets of the Foundation shall be distributed to another non-profit, non-governmental organization with similar objectives or to a government instrumentality to be used for purposes consistent with the objectives of the Foundation.
ARTICLE 16. Interim Provisions
This Statute constitutes an amendment of the Foundation’s present Statute (amended text adopted on June 16, 1992). The current Management Board appoints under a separate resolution of the existing Statute members of the first Supervisory Board as defined in article 11.1 (a) of this Statute. As soon as its members are appointed, the Supervisory Board may convene a meeting at which any other business may be conducted under the Statute. The 14 days prior notice requirement (as per article 13.3 of the present Statute) has been exceptionally waived for the first Supervisory Board meeting convened under the present Statute.
ARTICLE 17. Final Provisions
In all matters not regulated by this Statute, the appropriate provisions of the Polish law shall apply.