STATUTE OF THE AERIS FUTURO FOUNDATION
General Provisions:
§ 1.
Aeris Futuro Foundation, hereinafter referred to as the Foundation, was established by Joanna Mieszkowicz, hereinafter referred to as the Founder, by means of a notarial deed drawn up by notary Ms. Agnieszka Tomasik – Curyło at the notary’s office in Krakow, Rynek Główny 30, on 10.02.2006, Rep. A No. 1120/2006, as amended on 13.02.2006, Rep. A No. 1245/2006 at the notary’s office there.
§ 2.
The initiative to establish the Foundation was born during the implementation of Project TIME FOR LAS initiated at the initiative and with the support of the American Sendzimir Foundation (The Sendzimir Foundation).
§ 3.
1.The Foundation shall have legal personality. The Foundation conducts its activities on the basis of applicable law and the provisions of these statutes.
2.The supervision of the Foundation is exercised by the Minister responsible for the environment.
3. The Foundation is apolitical and is not affiliated with any religion.
§ 4.
1. The seat of the Foundation is the city of Cracow.
2. The duration of the Foundation is indefinite.
3.The area of operation of the Foundation is the entire territory of the Republic of Poland, but to the extent necessary for the proper implementation of the objectives, the Foundation may also conduct activities outside the borders of the Republic of Poland.
4. The Foundation may have branch offices and create organizational units.
§ 5.
1. The Foundation shall use stamps with the identification data of the Foundation.
2. The Foundation may, for the purpose of cooperation with foreign countries, use a translation of the name in selected foreign languages.
§ 6.
The Foundation may establish certificates, badges, medals of honor and award them, along with other prizes and awards, to individuals and legal entities of merit to the Foundation, contributing to the objectives of the Foundation.
Objectives and principles of the Foundation
§ 7.
The purpose of the Foundation is to promote, support and initiate activities for the sustainable development of Poland and the world, in particular:
1. activities for the protection of the environment and natural heritage, including the protection of biological and landscape diversity;
2. science, education, education and upbringing, including by raising awareness and the level of knowledge of the public about the state of the environment and its impact on social and economic development;
3. activities that support the development of local communities and communities;
4. activities that support economic development, including the development of entrepreneurship;
5. activities to protect the cultural heritage of culture, art, and tradition;
6. measures to equalize opportunities for vulnerable groups, those at risk of social exclusion and those who are unemployed and at risk of redundancy;
7. technical, training, information and financial support activities for NGOs;
8. activities for international cooperation, European integration and development of contacts between societies;
9. promotion and organization of volunteerism;
10. the promotion and protection of consumer rights, human rights and civil liberties and freedoms, as well as activities that support the development of democracy.
§ 8.
1. The Foundation pursues its objectives by conducting paid and unpaid activities.
2.The scope of unpaid activities includes:
1) to identify methods, create opportunities, inspire and take practical measures to improve the environment, especially through biodiverse afforestation and afforestation, and to combat global climate change;
2) carrying out information, publishing, educational and advertising activities in the field of statutory objectives;
3) promoting environmentally friendly techniques and new solutions, including alternative energy sources and forms of transportation;
4) Promoting the principles of sustainable forest management, sustainable forms of agriculture and ecotourism;
5) carry out treatments and solutions to protect and enhance biodiversity;
6) planning and implementation of restoration and revitalization projects;
7) organizing and assisting in the organization of scientific conferences, symposiums, seminars, meetings, workshops, exhibitions, fairs and other educational and popularization projects conducive to the objectives of the Foundation;
8) organizing art festivals and events that promote the goals of the Foundation;
9) organizing environmental culture centers;
10) organizing and promoting eco- and agro-tourism;
11) buyout, lease of land or application of other forms of care to areas of natural value;
12) Participate in and build partnerships and coalitions that serve the environment, economic recovery and communities;
13) Engaging the business sector in activities that contribute to the objectives of the Foundation;
14) initiating and developing cooperation with domestic and foreign scientists and specialists in the field of environmental protection and sustainable development;
15) to initiate, support and undertake research and implementation activities aimed at improving the environment;
16) Promoting environmentally friendly methods of reducing pollution and emissions;
17) legal counseling;
18) conducting environmental and consumer education;
18) conducting environmental and consumer education;
20) development of reports on the state of the environment and environmental protection plans, environmental documentation, opinions, expert reports, strategies, programs, projects, forecasts on environmental protection and sustainable development;
21) Dissemination and protection of consumer rights;
22) the promotion and protection of human and civil rights;
23) to initiate and develop cooperation with local and governmental authorities conducive to the objectives of the Foundation;
24) lobbying representatives of legislative and executive authorities at all levels in the implementation of statutory objectives;
25) charitable activities, especially through the establishment of funds, awards and scholarships to individuals and institutions;
26) Participation in administrative proceedings on matters of environmental interference;
27) activities for the family, maternity, parenthood, dissemination and protection of children’s rights;
28) activities for children and young people, including recreation for children and young people;
29) carrying out other necessary activities to achieve the statutory objectives.
3. The scope of paid activities, if the grant is not awarded or is awarded to an extent that does not cover all the necessary costs, shall include the activities listed in paragraphs: 1-10, 12-25, 27-29.
§ 9.
The Foundation also pursues its statutory objectives through membership in organizations of Polish and foreign foundations with statutory objectives coinciding or identical to those of the Foundation.
§ 10.
No manifestations of the Foundation’s activities should be interpreted as replacing state institutions in fulfilling their statutory duties.
Assets and income of the Foundation
§ 11.
The assets of the Foundation consist of its initial fund in the amount of PLN 1,000 (one thousand zlotys) and other property acquired by the Foundation in the course of its activities.
§ 12.
1. The activities of the Foundation are financed with funds from, among others. sources
1) the Foundation’s own assets;
2) inheritances, bequests, donations, grants, subsidies and other kinds of property donations made to the Foundation by domestic and foreign natural and legal persons;
3) proceeds from collections and public events organized by the Foundation under the relevant permits;
4) interest on bank accounts and deposits, from profits on the sale and holding of Treasury bonds;
5) borrowing;
6) income from paid statutory activities;
7) liens and monetary benefits awarded to the Foundation by the court..
3. All income received by the Foundation shall be used exclusively for statutory activities.
4. The Foundation may raise its funds in the Polish currency and in foreign currencies in appropriate banks in accordance with the provisions of the foreign exchange law.
§ 13.
Income derived from grants, subsidies, donations, bequests and legacies may be used to achieve the objectives of the Foundation only with respect to the will of the heirs or donors. When donating assets to the Foundation, the donor may stipulate that the assets are to be used for a specific type of activity of the Foundation. The Board of Directors of the Foundation may not accept this condition. In such a case, the Foundation will return the donor’s donated funds. If the transfer of funds is not accompanied by the determination of the purpose of their use, the Foundation may use them for any statutory purpose.
§ 14.
The Foundation does not have the right to undertake activities involving:
1. granting loans or securing liabilities by the assets of the Foundation in relation to the members of the Council of the Foundation, the members of the Foundation’s Management Board or the Foundation’s employees, as well as to persons with whom the members of the Council of the Foundation, the Foundation’s Management Board or the Foundation’s employees are married or in a relationship of kinship or affinity in a direct line, kinship or affinity in a collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “related persons”,
2. transferring the assets of the Foundation for the benefit of members of the Foundation’s Council, members of the Foundation’s Management Board or the Foundation’s employees, as well as their relatives, on principles other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,
3. use of assets for the benefit of members of the Foundation’s Council, members of the Foundation’s Management Board or the Foundation’s employees and their relatives on principles other than in relation to third parties, unless this use directly results from the statutory purpose of the Foundation,
4. purchase of goods or services on a special basis from entities in which members of the Foundation Council, Foundation Board or Foundation employees and their relatives participate.
Authorities of the Foundation
§ 15.
1. The authorities of the foundation are:
– Council of the Foundation, hereinafter referred to as the Council,
– Board of Directors of the Foundation, hereinafter referred to as the Board.
2. Members of the Foundation Council shall not receive remuneration for participation in the work of this body, except for reimbursement of documented expenses related to participation in the work of these bodies, including travel expenses.
3. Członkowie Rady mogą wykonywać swe funkcje w Radzie przez pełnomocnika ustanowionego w formie pisemnej.
4. Members of the Foundation Council:
1) may not be members of the Board of Directors of the Foundation or be in a relationship of consanguinity, affinity or subordination by employment with the members of the Board of Directors of the Foundation,
2) must not have been convicted by a final judgment of a crime of intentional fault.
Foundation Council
§16.
1. The Foundation Council is the control and opinion-making body of the Foundation.
2. The Foundation Council shall consist of three to nine members and shall be elected for a three-year term. The Council elects from among its members a Chairman of the Council and may elect a Vice-Chairman. The Chairman of the Council directs the work of the Council, represents it externally, and convenes and presides over Council meetings. The Council may dismiss both the Chairman and the Vice Chairman at any time.
3. The members of the first composition of the Council shall be appointed by the Founder. The next members of the Council in place of those who have ceased to serve or for the expansion of the composition of the Council shall be appointed by the Council by its decision.
4. In particularly justified cases, in particular the occurrence of other than those indicated in paragraph 5, points 1)-3), which for a long time make it impossible or significantly hinder the performance of the function of a member of the Council of the Foundation or cause a loss of confidence in a given member of the Council, the dismissal of a member of the Council, and thus deprive him of membership in the Council, may take place as a result of a resolution adopted by an absolute majority of votes. The Council member who is affected by the vote shall not participate in the vote.
5. Membership in the Council shall expire as a result of:
1) voluntary withdrawal, reported in writing to the Chairman of the Council;
2) judicial deprivation of public rights or loss of legal capacity;
3) death of a member.
6. In the event that a member of the Foundation Council is appointed, with his/her consent, to the Foundation Board, or a member of the Foundation Council enters into an employment relationship with the Foundation – the membership of such person in the Foundation Council shall be suspended, respectively, for the duration of his/her function or employment relationship.
§ 17.
1. The Council may invite to participate in its work on a permanent basis individuals or proxies of legal entities that have made significant contributions to the Foundation or have otherwise made special contributions to its development or have made special contributions to the realization of objectives coinciding with the statutory objectives of the Foundation. These individuals are honorary members of the Council – who form the Honorary Council of the Foundation.
2. Honorary members of the Foundation Council may participate in its meetings in an advisory capacity.
§ 18.
1. The Foundation Council meets, at least once a year.
2. The Foundation Council is convened by the Chairman of the Council on his own initiative or at the request of the Board of Directors, submitted in writing.
3. The Foundation Council makes decisions in the form of resolutions – by simple majority. In the event of a tie, the Chairman’s vote is decisive.
4. A meeting of the Board may be convened on an extraordinary basis at the initiative of the Board or at the written request of the Chairman or at least two of its members for the consideration of a matter of a special nature.
5. An extraordinary meeting of the Council must be convened no later than 14 days from the date of the request.
6. Each regular member of the Council has 1 vote.
7. Meetings of the Council are chaired by the Chairman.
8. In an urgent situation, if it is not possible to convene a meeting of the Council, the Chairman of the Council may order a written vote on a draft resolution, distributing the draft to ordinary members of the Council. A resolution by written ballot can be passed only if all members of the Council are unanimous.
§ 19.
The Council’s tasks include, in particular:
1. Supervision and control of the Foundation’s activities, in particular, control of the Foundation’s assets;
2. Approval of the Board’s annual activity reports and balance sheet and discharge of the Board;
3. Appointment and dismissal of members of the Board of Directors, including the Chairman of the Board;
4. Deciding on the employment of Board members and setting their salaries;
5. Awarding honorary membership of the Council;
6. Approve decisions to merge with another foundation or liquidate the Foundation.
§ 20.
The Council of the Foundation, in order to perform its tasks, is authorized to:
1. Demand from the Foundation’s Board of Directors the production of all documents relating to the Foundation’s activities.
2. To review the assets and financial control of the Foundation.
Foundation Board
§ 21.
1. The Foundation’s Board of Directors consists of no more than five persons appointed by the Foundation Council for a five-year term. The Board of Directors may elect one or two Vice Presidents from among its members.
2. The function of a member of the Board of Directors may be held for more than one term.
3. The first composition of the Board is appointed by the Founder.
4. Board membership expires in the event of:
a) submit a resignation, reported in writing to the Chairman of the Council;
b) death;
c) appeals in accordance with paragraph 5 below.
5. The Foundation Board in its entirety or individual Board members are dismissed by the Foundation Council before the expiration of their term of office by means of a resolution adopted by an absolute majority of votes. Cancellation occurs in the case of:
a) illness resulting in permanent inability to hold office;
b) improper performance of the functions of a member of the Board;
c) material violation of the provisions of this Statute;
d) the occurrence of causes other than those mentioned above.
§ 22.
1. The Board of Directors manages the activities of the Foundation and represents it externally.
2. The tasks of the Board include, in particular:
1) Adoption of the Foundation’s annual operating and financial plans;
2) enacting bylaws;
3) Exercise management of the Foundation’s assets;
4) to select undertakings and projects implemented and supported by the Foundation in order to achieve its statutory objectives in accordance with the Foundation’s mission, activity programs, the Statute, and currently applicable laws;
5) Determining the size of the workforce and the amount of funds for the salaries of the Foundation’s employees;
6) Making decisions on all matters not delegated to other bodies;
7) Accepting donations, inheritances and bequests, subsidies and grants;
8) granting powers of attorney;
9) Creation and organization of the Foundation’s office and the necessary permanent or ad hoc units and organizational units, together with the assignment of organizational regulations and determination of the principles and scope of activities;
10) making amendments to the Articles of Association of the Foundation;
11) to propose a merger with another foundation or liquidation of the Foundation.
3. The Board of Directors makes decisions at meetings, in the form of resolutions – by a simple majority of its members present at the meeting of the Board of Directors, except for paragraph. 25 and paragraph. 27. In the event of a tie, the vote of the Chairman of the Board is decisive.
4. All Board members must be notified of the meeting.
5. The Board of Directors may appoint proxies to manage a separate sphere of matters belonging to the tasks of the Foundation.
6. The Board of Directors shall annually submit to the Foundation Council an annual report on the activities of the Foundation and a financial report (balance sheet).
7. To evaluate projects undertaken by the Foundation, the Board of Directors may appoint consultants and their teams from among scientists or practitioners and commission them to carry out appropriate studies.
Method of representation
§ 23.
1. Declarations of intent on behalf of the Board of the Foundation may be made by each member of the Board independently.
2. In matters related to incurring liabilities in excess of PLN 100,000, declarations of intent shall be made by the President of the Foundation alone or by two members of the Board of Directors jointly.
Amendment of the Articles of Association
§ 24.
Amendments to the Articles of Association of the Foundation are made by unanimous vote of the Board of Directors. Amendments to the Articles of Incorporation may not affect the objectives set forth in the articles of incorporation.
Merger with another foundation
§ 25.
1. The foundation may merge with another foundation for the effective realization of its goals.
2. A merger with another foundation may not take place if, as a result, the purpose of the foundation could be significantly altered.
§ 26.
In matters of merger with another Foundation, the decision is made by the Board of Directors, with its decisions being made by a two-thirds majority vote with the presence of two-thirds of all members, including the President, and for its effectiveness requires the approval of the Foundation Council.
Liquidation of the Foundation
§ 27.
1. The Foundation is liquidated if it achieves the purposes for which it was set up or if its funds and assets are exhausted.
2. The Board of the Foundation shall notify the minister responsible for environmental affairs of the liquidation of the Foundation.
§ 28.
The decision to liquidate is made by the Board of Directors, with its decisions being made by a two-thirds majority of votes with the presence of two-thirds of all members, including the President, and requires the approval of the Foundation Council for its effectiveness.
§ 29.
The financial resources and assets remaining after the liquidation of the foundation may be allocated by resolution of the Foundation Council to organizations operating in the Republic of Poland with similar objectives.
Text adopted by resolution of the Board of Directors of the Foundation on March 29, 2018.