Statutes of the Women Leadership in Business Foundation
I. GENERAL PROVISIONS
The Foundation under the name “FUNDACJA LIDEREK BIZNESU” (WOMEN LEADERSHIP IN BUSINESS FOUNDATION), hereinafter referred to as the “Foundation”, established by:
- Iwona Barbara Kozera,
hereinafter referred to as the “Founder”, set up on the basis of a notary deed drawn up by Artur Kędzierski, Notary Public in Warsaw, reg. No. A 25077/2013, on 19 December 2013, operates under the provisions of the Foundations Law of 6 April 1984 (consolidated text: Journal of Laws of 1991, No.46, item 203 as amended), hereinafter referred to as the “Act”, and under the provisions of these Statutes.
The Foundation is located in Warsaw.
The competent minister is the Minister of Economy.
1. The Foundation operates within the territory of the Republic of Poland.
2. For proper fulfillment of social and economic objectives the Foundation may carry on business in Poland and abroad.
1. The Foundation may establish branches, establishments, local offices and it also may join companies and foundations.
2. The Foundation may conduct business activities to the extent necessary to pursue the Foundation’s aims as defined in the Statutes.
The Foundation may establish badges, medals of honor and award them, along with other awards and distinctions, to natural and legal persons who contributed to the Foundation.
II. AIMS AND PRINCIPLES OF OPERATION
The Foundation was set up for the following purposes:
- Building partnership in top executive positions in business;
- Promoting professional independence among women;
- Raising self-awareness and developing talents among women;
- Promoting entrepreneurship among women;
- Fostering women’s courage and independence as well as development of their talents and professional skills;
- Building social awareness by creating a platform for sharing opinions as well as formulating and promoting common ideas and standards.
The Foundation pursues its aims through:
1. Undertaking various initiatives aimed at promoting women at executive positions and women’s position in the society in general;
2. Providing training focused on personal and professional development to support the promotion of talents as well as training focused on widely defined entrepreneurship;
3. Conducting content- related programs in Poland and maintaining databases associated with these programs;
4. Analyzing and synthesizing data from the program-related databases and presenting these country-wide results during meetings in Poland and abroad;
5. Gathering people in Poland and abroad around the ideas pursued by the Foundation, including in particular people with extensive professional experience who may affect the reality and promote changes;
6. Cooperating with public institutions, local governments, non-governmental organizations, and in particular associations and foundations as well as individuals operating within the scope of the aim of the Foundation;
7. Disseminating knowledge within the scope of the Foundation’s aims through the Internet, media, radio or television broadcasts, movies, newspaper articles and reportages, interviews in press, radio and television, as well as through publications;
8. Organizing meetings in order to share experiences of individuals and entities operating within a scope consistent with the Foundation’s aims, as well as promoting these experiences and providing advice and assistance to individuals who intend to set up organizations with a similar profile of operations;
9. providing financial, organizational and intellectual support for projects which promote entrepreneurship among women, including in particular the support for "women start-ups";
10. Awarding prizes to people involved in the pursuing of the Foundation’s aim and organizing and financing free-of-charge conferences within the scope of the Foundation’s aim.
1. In order to achieve its aims, the Foundation may conduct business activities to the extent set up in these Statutes and in the Act.
2. The Foundation’s business activities may also involve participation in civil law and commercial companies, including companies with the participation of foreign entities, based on principles defined in relevant regulations.
III. THE FOUNDATION’S ASSETS AND INCOME
1. The Foundation’s assets are comprised of the founding capital of PLN 75, 000 (seventy-five thousand zlotys) paid in by the Founder in cash and as well financial resources, property rights, real estate, chattels, securities and other property acquired by the Foundation in the course of its operations, including business activities, in accordance with its Statutes.
2. An amount of PLN 15,000 (say: fifteen thousand zlotys) shall be designated from the founding capital for business activities.
The Foundation’s income may be derived in particular from:
- the founding capital,
- donations/endowments, legacies, bequests,
- subsidies, donations and grants received from natural persons, legal persons and from national and foreign institutions,
- income from fund raising and public events,
- income generated by the Foundation’s assets,
- bank interest,
- income generated from the Foundation’s business activities.
All of the Foundation’s income is allocated solely for the activities set out in the Statutes.
If the Foundation is appointed as an heir, the Board of Directors shall make a declaration of acceptance of the succession under benefit of inventory only when, at the time of making such declaration, it is obvious that the inherited assets exceed inherited debts.
Natural and legal persons who make donations for the Foundation (single or combined) in the amount of at least PLN 1,000 (in words: one thousand zloty) or – in the case of foreign entities – USD 2,000 (in words: two thousand dollars) shall obtain the title of “Member of the Foundation” in the case of natural persons or “Foundation Benefactor” in the case of other entities if they wish so.
IV. FOUNDATION AUTHORITIES
1. The Board of Directors of the Foundation is the Foundation’s authority.
2. The Founder has the rights set out in the Statutes of the Foundation.
V. BOARD OF DIRECTORS OF THE FOUNDATION
The Board of Directors of the Foundation, hereinafter referred to as the Board of Directors, shall be appointed and dismissed by the Founder.
1. The Board of Directors consists of three to eight individuals, including the Chairman.
2. The Board of Directors shall be appointed for an indefinite period.
3. Members of the Board of Directors must not have been convicted with a valid sentence for an intentional indictable offence or fiscal offence.
4. Members of the first Board Directors are as follows:
a. Katarzyna Twarowska, Chairman of the Board,
b. Magda Hajduk - Naklicka, Board Member,
c. Inga Kasak, Board Member,
d. Agnieszka Maciejewska, Board Member,
e. Beata Osiecka, Board Member.
5. Membership of the Board of Directors shall cease as of the date of dismissal or death of the Board Member.
6. The Founder may dismiss a Board Member at any time.
7. The Funder shall dismiss a Board Member in particular in the event of the Board Member’s:
b. taking on a job the nature of which prevents him or her from proper performance of the duties of a Board Member,
c. illness, disability or loss of strength – resulting in permanent inability to perform the duties,
d. non-fulfillment of a Board Member’s duties for more than one year,
e. improper fulfillment of Board Member’s duties,
f. conviction with a valid sentence for an intentional indictable offence or for a fiscal offence,
g. material breach of the provisions of the Statutes.
The work of the Board of Directors is managed by the Chairman of the Board.
1. The Board of Directors is in charge of the activities of the Foundation and represents it externally.
2. The forms of activities of the Board of Directors and allocation of duties among its members are regulated by regulations adopted by the Board of Directors and approved by the Founder.
The Board of Directors:
a. represents the Foundation externally;
b. develops annual and long-term plans of the Foundation’s activities;
c. draws up reports on the Foundation’s activities;
d. exercises management over the Foundation’s assets;
e. accepts subsidies, donations, endowments, legacies and bequests;
f. determines the level of employment and the amount of cash allocated for salaries of Foundation employees;
g. is in charge of day-to-day activities of the Foundation, is responsible for pursuing its statutory aims and the results of its financial and business activities;
h. decides on joining companies and foundations;
i. puts forward motions regarding amendments to the Statutes, merger or liquidation of the Foundation;
j. provides consultation on amendments to the Statutes, merger or liquidation of the Foundation;
k. appoints persons in charge of the establishments and approves organizational regulations of the establishments.
The Foundation shall be represented by the Chairman of the Board acting jointly with another Board Member, who, in particular, shall submit declarations of intent on behalf of the Foundation.
1. Resolutions of the Board of Directors shall be passed by a simple majority of votes cast. In the case of an equal number of votes, the vote of the Chairman shall decide. For resolutions to be valid, at least half the number (rounded up if the number of Board Members is odd) of its current members, including the Chairman of the Board, shall attend the meeting or shall participate in a written vote.
2. Resolutions of the Board of Directors may be passed at the meetings of the Board of Directors or in the form of a written vote (including by circulation) provided that all Board Members have agreed to such form of voting.
1. The meetings of the Board of Directors shall be held as necessary, however not less frequently than once every two months.
2. Each Board Member as well as the Founder shall be entitled to convene a meeting of the Board of Directors.
1. Board Members may remain in employment relationship with the Foundation.
2. Any remuneration of Board Members shall be determined by the Founder.
1. If necessary, the Board of Directors may appoint the Foundation’s office for administrative purposes of the Foundation, including conducting business activities.
2. Terms of employment and remuneration of Foundation office staff shall be determined by the Board of Directors after prior approval by the Founder.
3. Any remuneration of Board Members and Foundation office staff shall be paid solely from the funds earned by the Foundation, without using the financial resources provided by the Founder and donors.
VI. THE FOUNDER
The Founder’s exclusive competence includes:
a. appointing and dismissing Board Members;
b. amendments to the Foundation’s Statutes;
c. resolving on annual and long-term plans of the Foundation;
d. approving Directors’ Report, including the report on finance activities and preliminary estimate of the Foundation’s costs;
e. control of Foundation assets;
f. deciding on merger or liquidation of the Foundation, in accordance with the provisions of the Statutes;
g. determining remuneration of Board Members, if any.
The Founder has the right to cancel the resolutions of the Board of Directors if they are contrary to the Foundation’s aims or, in the Founder’s opinion, are in any other way detrimental to the Foundation or to its aims. Before deciding to cancel a resolution of the Board of Directors, the Founder shall consult this intention with the Board of Directors and ….. (?).
The Founder can be part of the Board of Directors of the Foundation. The Founder shall become part of the Board of Directors as of the date of submitting a written declaration of entry in the Board of Directors of the Foundation.
In the event of death or loss of full legal capacity by the Founder, all the powers and duties of the Founder shall be assumed by the Foundation Council, which will include: Duleep Aluwihare, Elżbieta Buczek and Renata Hayder. The Foundation Council shall appoint new members of the Foundation Council within one year of their appointment, or otherwise the Foundation will be liquidated. The subsequent members of the Foundation Council shall be appointed for three-year terms of office by the previous members of the Foundation Council. The position of a Member of the Foundation Council cannot be held for more than two terms of office.
VII. BUSINESS ACTIVITIES OF THE FOUNDATION
The business activities of the Foundation shall include:
1. Publishing books (PKD 58.11.Z)
2. Publishing newspapers (PKD 58.13.Z)
3. Publishing journals and other periodicals (PKD 58.14.Z)
4. Other publishing activities (PKD 58.19. Z)
5. Publishing activities relating to other software (PKD 58.29.Z)
6. Activities related to production of movies, videos and television programs (PKD 59.11.Z)
7. Data processing; hosting and similar activities (PKD 63.11.Z)
8. Website activities (PKD 63.12.Z)
9. Other services in the field of information not elsewhere classified (PKD 63.99.Z)
10. Other advisory services in the field of conducting business activity and management (PKD 70.22.Z)
11. Market research and public opinion polling (PKD 73.20.Z)
12. Artistic and literary activities (PKD 90.03.Z)
13. Scientific research and development activities in the field of social sciences and humanities (PKD 72.20.Z)
14. Activities related to organization of trade fairs, exhibitions and congresses (PKD 82.30.Z)
15. Educational support activities (PKD 85.60.Z)
16. Other of non-school forms of education not elsewhere classified (PKD 85.59.B)
Organization of business activities:
1. The Foundation shall conduct business activities directly or through separate establishments.
2. Business activities conducted directly by the Foundation shall be organized and managed by the Board of Directors.
3. Establishments are separated on a self-financing basis according to the funds held by each of them.
4. Establishments are organizational units of the Foundation and shall be governed by the Board of Directors.
5. Decisions on setting up an establishment and appointing or dismissing the person in charge of it shall be made by the Board of Directors of the Foundation.
6. The decision on the liquidation of an establishment shall be made by the Board of Directors of the Foundation, who shall appoint liquidators and shall supervise their activities.
7. The person in charge of an establishment is an attorney of the Board of Directors, authorized to perform any activities related to managing the establishment.
8. Any disposal or encumbrance of non-current assets, including in particular the disposal or encumbrance of real estate, requires separate specific authorization of the Board of Directors of the Foundation.
9. The scope of activities of an establishment and the detailed scope of rights and duties of the person in charge of it shall be determined by the establishment’s organizational regulations adopted by the Board of Directors of the Foundation.
Accounting and finance management policies:
1. The Foundation conducts finance management and keeps accounting records in accordance with the rules set out in separate regulations.
2. The Foundation shall conduct business activities based on prepared plans. Business activities should assure complete recovery of the expenditures incurred and any income generated from business activities shall be used for financing statutory activities. The Foundation should also set up a development fund necessary for conducting business activities.
3. The level of employment, remuneration rules and the amount of funds designated for salaries shall be determined by the Board of Directors of the Foundation.
4. Non-current assets used in business activities are depreciated and amortized according to applicable principles.
5. Decisions regarding investment projects shall be made by the Board of Directors of the Foundation.
6. The prices of goods and services applied in business activities are agreed with customers on the basis of contractual prices – in accordance with applicable regulations.
7. Expenses incurred in foreign currencies in Poland and abroad are financed using foreign means of payment held by the Foundation, in accordance with applicable laws.
8. It is forbidden to:
a. grant loans or secure liabilities by the Foundation’s assets in relation to members of the Foundation, the Founder or the Foundation’s Board of Directors or employees as well as their spouses, lineal blood relatives or persons related by marriage, collateral blood relatives or persons related by marriage up to the second degree, or persons related by adoption, guardianship or wardship relationship, hereinafter referred to as “relatives”,
b. transfer the Foundation’s assets to members of the Foundation, its Board of Directors, the Founder or employees or to their relatives based on principles other than those applied to third parties, in particular if such a transfer is made free of charge or on preferential terms,
c. use assets for the benefit of members of the Foundation, the Founder or the Foundation’s Board of Directors or employees, or for the benefit of their relatives, based on principles other than those applied to third parties, unless such a use results directly from the Foundation’s aim as defined in the Statutes,
d. purchase goods or services from entities involving members of the Foundation, members of its Board of Directors, the Founder or employees or their relatives based on principles other than those applied to third parties or using prices that are higher than market prices.
VIII. AMENDMENTS TO THE STATUTES
Any amendments to the Statutes must not affect the Foundation’s aim.
Decisions on amending the Statutes shall be made by the Founder upon the request of or prior consultation with the Board of Directors.
IX. FINAL PROVISIONS
In order to successfully pursue its aims, the Foundation may combine with another foundation.
No combination shall take place if this would affect the Foundation’s aim.
The decision regarding combination shall be made by the Founder upon the request of or prior consultation with the Board of Directors.
1. The Foundation shall be liquidated if its aims have been fulfilled or its financial resources and assets have been used up.
2. The Foundation may also be liquidated if the Founder has made a decision to this effect.
1. In the circumstances referred to in § 37 section 1, the decision on liquidation of the Foundation shall be made by the Founder upon the request of the Board of Directors.
2. The Founder may also decide to liquidate the Foundation on its own initiative upon prior consultation with the Board of Directors.
The Foundation shall submit a report to the relevant Minister on its activities for the previous year by 31st of March each year.
Any assets remaining after liquidation of the Foundation shall be transferred for the purposes set out in Article 1 of the Foundations Act.
The Statutes shall come into effect as of the date of registration of the Foundation with the relevant registry court.”
The Founder of Fundacja Liderek Biznesu
Warsaw, 20 January 2014