including amendments adopted by the Council of the Foundation
on June 27, 2020
THE STATUTE OF THE FOUNDATION „KRZYŻOWA” FOR MUTUAL UNDERSTANDING IN EUROPE
(the Polish name of the Foundation: Fundacja “Krzyżowa” dla Porozumienia Europejskiego)
Preamble
The Foundation „Krzyżowa” is dedicated to deepening German-Polish dialogue and European understanding, referring to the aims of the founders of the Foundation, who in 1989 wanted to create a center for European dialogue and meetings in Krzyżowa, and the Foundation is dedicated to the spiritual tradition of the Kreisau Circle, the German anti-Hitler conspiracy group, as well as the democratic opposition in Central and Eastern Europe. Moreover, the Foundation acts in recognition of the historical significance of the Polish-German Reconciliation Mass of 12 November 1989 and refers to the diplomatic notes of the governments of the Republic of Poland and the Federal Republic of Germany of 27 July/20 August 1990 on the establishment of an International Youth Meeting Centre in Krzyżowa for meetings between Polish and German youth, the meetings with a European and intergenerational character.
CHAPTER I
General provisions
§ 1.
The "Krzyżowa" Foundation for Mutual Understanding in Europe, hereinafter called the Foundation, was established by the Association - Club of the Catholic Intelligentsia in Wrocław by means of the notarial deed drawn up on July 9, 1990 in the State Notary's Office in Świdnica - Repertory A No.
1361/90.
§ 2.
The Foundation shall operate in accordance with the provisions of this Statutes, the applicable laws, in particular the Act of April 6, 1984 on Foundations, and shall comply with the provisions of the Act of April 24, 2003 on Public Benefit Activities and Volunteering.
§ 3.
The seat of the Foundation is situated in the village of Krzyżowa in the rural administrative district Świdnica Commune in Lower Silesian Voivodeship.
§ 4.
The Foundation may establish branches, establishments, subsidiaries, clubs, offices, representative offices and other permanent and temporary local offices in Poland and abroad.
§ 5.
The Foundation is established for an unlimited period of time.
CHAPTER II
Objective, principles and forms and scope of activity of the Foundation
§ 6.
The objective of the Foundation is to stimulate and support activities aimed at consolidating peaceful and tolerant co-existence of nations, social groups and individuals. In this way, the spiritual heritage of the Kreisau Circle and the "Reconciliation Mass" should be continued and European understanding should be promoted.
§ 7.
The "Krzyżowa" Foundation for Mutual Understanding in Europe is a Polish foundation with a PolishGerman and European character of its activities. The Foundation's Council, Supervisory Board, and Advisory Committees include institutions and individuals, acting on a non-paid basis, committed to the development of civil society in Poland, Germany, and Europe. The Foundation is a nongovernmental organization whose activities are supported by the Board of Directors and employees employed by the Foundation. Cooperation between the Foundation's Council and Supervisory Board, as well as between these bodies and the Management Board, is based on mutual trust, transparency and division of competencies as defined in the Statutes.
§ 8.
In fulfilling its objective, the Foundation works in the spirit of:
- deepening Polish-German dialogue,
- developing and strengthening European understanding,
- political independence and cross-party dimension,
- the equal participation in social life of people of different social, national and ethnic origins, ages, sexual orientation, abilities and limitations, political beliefs, religions and worldviews.
§ 9.
(1) To achieve its objective, the Foundation shall:
1. ensure the maintenance of:
- The International Youth Meeting Center,
- Memorial Site,
- European Academy,
- community of persons relating to the aims of the Foundation,
- An ecological agriculture farm.
2. support initiatives for the development of cultural and economic life as well as for the protection of the environment, especially in the area of the village of Krzyżowa,
3. participate in and support the activities of individuals and legal entities whose objectives are consistent with the objectives of the Foundation.
4. Within the tasks referred to in § 9, in item (1)in points 1-3, the Foundation shall work in favor of:
- deepening cooperation between nations and European integration,
- promotion and protection of freedom, human rights and civil liberties, and democratic culture,
- people with disabilities,
- development of local communities and communities,
- science, education, administration education and upbringing,
- touring and recreational activities for children and youth
- culture, art, protection of cultural goods and traditions,
- popularization of physical education and sport,
- ecology and protection of animals and protection of natural heritage,
- support and organization of volunteer work,
- technical, informational or training support for non-governmental organizations.
(2) The provision of § 9 item (1), point 1, subsections (a) and (b) may not be amended or repealed.
(3) The Foundation may take any further actions that the Foundation considers necessary to achieve the purpose of the Foundation.
(4) The Foundation shall exclusively and directly pursue public benefit purposes in accordance with the Act of April 24, 2003 on public benefit activity and volunteerism.
(5) It shall be prohibited to:
- grant loans or to secure liabilities with the Foundation's assets in relation to its founder or donors, members of the Foundation's bodies or employees, or persons with whom the employees are married or in a relationship of kinship or affinity in direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, guardianship or custody, hereinafter referred to as "related persons",
- transfer of the assets of the Foundation for the benefit of its founder or donors, members of the Foundation's bodies or employees and their relatives, on terms other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,
- use of assets for the benefit of its founder or donors, members of the Foundation's bodies or employees and their relatives in a manner other than in relation to third parties, unless the use results directly from the statutory purpose of the Foundation
- purchase goods or services from entities in which founders or donors, members of the Foundation's bodies or employees and their close relatives participate, on principles other than in relation to third parties or at prices higher than market ones.
(6) The statutory activities of the Foundation may be carried out as unpaid activities or as paid activities within the meaning of the provisions of the Act on Public Benefit Activities. Both of these forms of activity will be accounted for separately to the extent enabling the determination of income, costs and results, taking into consideration the accounting regulations.
(7) The Foundation may carry out unpaid and paid public benefit activity within the scope specified in Attachment No. 1 to these Statutes (along with PKD - the Polish Classification of Activities).
CHAPTER III
Authorities of the Foundation
§ 10.
The Foundation shall have the following authorities:
- the Management Board,
- the Supervisory Board
- the Foundation Council.
The Management Board
§ 11.
(1) The Management Board shall consist of a maximum of three members
(2) The members of the Management Board shall be appointed and dismissed by the Supervisory Board. The Supervisory Board may appoint the President of the Board.
(3) Members of the Management Board of the Foundation must not have been convicted of an intentional offence prosecuted by public indictment or a fiscal offence.
§ 12.
(1) The Management Board is obliged and authorized to undertake all activities in the substantive, organizational and economic management of the Foundation, unless the Statutes provide otherwise. In particular, the Board of Management shall manage the Foundation's assets in accordance with the principles of sound economics, striving to attain the objectives of the Foundation. The Board shall prepare meetings of the Supervisory Board and regularly inform it of its activities.
(2) The Management Board represents the Foundation in legal actions. In order to make valid declarations of will on behalf of the Foundation the cooperation of at least two members of the Management Board or one member of the Management Board together with an authorized representative is required. Appointment of a Representative requires the consent of the Supervisory Board.
(3) The procedures of work and the detailed duties and powers of the Management Board shall be laid down in the Regulations of the Management Board, adopted by the Supervisory Board.
Supervisory Board
§ 13.
(1) The Supervisory Board of the Foundation consists of a chairperson, a deputy chairperson and a maximum of four other members.
(2) Membership in the Supervisory Board may not be combined with membership in the Foundation Management Board and the Foundation Council. Members of the Supervisory Board:
a) must not be related, related by affinity, be in an official subordination, marriage or in common life with members of the Management Board,
b) must not have been convicted of an intentional crime prosecuted by public indictment or a fiscal crime.
(3) The restrictions introduced by the Act of 24 April 2003 on public benefit activity and voluntary work for members of control or supervisory bodies of public benefit organizations shall apply to members of the Supervisory Board.
§ 14.
(1) Members of the Supervisory Board are appointed by the Foundation Council in the third year of the Foundation Council's term for a period of five years. In the event of premature expiry of a term of office, another member of the Supervisory Board may be appointed for a period up to the end of the term of office provided for the predecessor.
(2) The Foundation Council elects the members of the Supervisory Board, taking into account certain competencies necessary for the performance of the tasks of the supervisory body. This applies to legal, financial and management competencies in the area of youth exchange and political and historical education.
(3) The composition of the Supervisory Board should be international. Its members, in balanced proportions, should be primarily citizens of Poland and Germany and of other countries. The composition of the Board should also take gender parity into account in balanced proportions.
(4) The Foundation Council may dismiss members of the Supervisory Board for important reasons.
(5) After the expiration of their term of office, the members of the Supervisory Board must carry out their duties until a new Supervisory Board has been elected.
§ 15.
(1) The Supervisory Board makes decisions in the form of resolutions by simple majority of votes of the members present at the meeting.
(2) The Supervisory Board shall meet at least twice a year.
§ 16.
(1) The Supervisory Board is a collective control and advisory body for the Management Board.
(2) The powers of the Supervisory Board include:
1. appointing and dismissing members of the Management Board,
2. approving the annual financial statement of the Foundation, as well as giving its opinion on all matters of the Foundation related to public benefit activities,
3. approving the Board's annual activity reports and discharging its members,
4. passing resolutions on the annual budget of the Foundation,
5. passing resolutions regarding changes in the organizational structure of the Foundation,
6. preparing meetings of the Foundation Council and regularly informing it of its activities,
7. appointing attorneys to represent the Foundation in legal actions.
(3) The Management Board must also obtain the approval of the Supervisory Board in matters:
1. contracting loans or promissory notes in excess of the amount established in the Regulations of the Board,
2. acquiring, disposing of or encumbering real estate,
3. redemption of the Foundation's debts in the amount defined in the Regulations of the Management Board.
(4) Members of the Supervisory Board have access to all documents of the Foundation.
(5) The detailed tasks and powers of the Supervisory Board are defined in the Regulations passed by the Foundation Council.
§ 17.
The Supervisory Board shall represent the Foundation in legal actions towards the Management Board. To make a valid declaration of intent for the Foundation shall require the cooperation of at least two members of the Supervisory Board.
Foundation Council
§ 18.
The Foundation Council is a collegiate decisive and advisory body in all matters of strategic development of the Foundation.
§ 19.
(1) The Foundation Council shall have a minimum of 18 and a maximum of 24 members and shall consist of nine Core Council members and further members.
(2) The members of the Foundation Council shall be appointed according to the following rules:
1. The Foundation Council at its last meeting of the term of office shall select the institutions entitled to appoint a representative to the Core Council. The Core Council members are representatives of institutions ideologically related to the Foundation. The Core Council members automatically become members of the future Foundation Council and have the right to elect further members of the Foundation Council.
2. The Core Council consists of nine people:
a) including at least one representative each of three Polish institutions, including the founder Club of Catholic Intelligentsia in Wroclaw, and at least one representative each of three German or other foreign institutions,
b) one representative of the employees of the Foundation. The rules of selecting the employees' representative shall be laid down in the Regulations of the Council of the Foundation,
c) one representative each of the government of the Republic of Poland and the government of the Federal Republic of Germany. In the event that the governments do not exercise their right to appoint their representatives, the seat provided for the government representatives will remain vacant.
3. The Core Council may make decisions in the presence of at least seven of its members. The election of further members of the Foundation Council from among the persons proposed by the members of the Foundation Council in office takes place by a qualified majority of votes (2/3). The Core Council members elect a minimum of seven and a maximum of 13 further members of the Foundation Council.
4. The Core Council members retain their statutory right to elect members of the Foundation Council after their appointment. In the event of the resignation of a member of the Council of the Foundation during its term, a supplementary election may be made by the Core Council members.
5. In the case of resignation of an organization from the Core Council, the Foundation Board is required to hold a by-election.
6. The members of the Foundation Council elected by the Core Council are not allowed to authorize other persons to represent them in the work of the Foundation Council.
7. The Governments of the Republic of Poland and the Federal Republic of Germany shall each appoint one further representative to the Foundation's Council to be responsible for matters of international youth exchange. In the case that the Governments do not use the right to appoint their representatives, the seats designated for the representatives of the Governments shall remain vacant.
8. The members of the Foundation Council should, as far as possible, collectively have experience or expertise in the Foundation's areas of activity (school and extracurricular international youth exchange, civic and historical education, as well as in the fields of conflict resolution, ecology, European integration and German-Polish relations) and also have a network of contacts among representatives of politics, civil society and the grant-giving institutions.
9. The composition of the Foundation's Council should be international. Its members, in balanced proportions, should be citizens of Poland, Germany and other countries. The composition of the Council should also take into account gender parity in balanced proportions.
(3) After the expiry of their term of office, the Foundation Council is obliged to perform its duties until the new Foundation Council is constituted.
(4) The members of the Core Council and the Foundation Council are not allowed to be employed by the Foundation and may not be economically dependent on it.
§ 20.
The Foundation Council's term of office is five years. It is possible to appoint a member of the Foundation Council during the term of office for the period until its end.
§ 21.
(1) The competencies of the Foundation Council shall include:
1. election of the chairman and deputy chairman of the Foundation Council, i.e. the Presidium of the Foundation Council,
2. election of the chairman, deputy chairman and further members of the Supervisory Board and their dismissal,
3. granting the vote of approval to the members of the Supervisory Board,
4. setting the strategic direction of the Foundation's development and overseeing its implementation,
5. appointing advisory committees at the request of the Management Board, the Supervisory Board or on its own initiative,
6. adopting resolutions on amending the Statutes of the Foundation.
§ 22.
The Foundation Council meets at least once a year during an ordinary session.
An extraordinary session of the Foundation Council may be called by resolution of the Supervisory Board, the presidium of the Foundation Council or at the request of at least ten members of the Foundation Council.
§ 23.
The Foundation Council makes decisions in the form of resolutions by a simple majority of votes of the members present at the meeting, subject to § 27 of the Statutes. Details may be regulated by regulations to be adopted by the Council of the Foundation for itself.
CHAPTER IV
Assets of the Foundation
§ 24.
The initial assets of the Foundation come from the Founder and are specified in the declaration of will of the Founder on the establishment of the Foundation. The Foundation may acquire further assets in any form which is not prohibited by law nor by this Statute.
§ 25.
(1) The Foundation shall conduct business activities only to generate financial and nonfinancial resources for the accomplishment of the objectives of the Foundation and to allocate these resources for such purpose.
(2) The Foundation shall conduct business activities only as additional ones to its public benefit activities.
(3) The Foundation shall dispose of the surplus of its income over its expenses for the public benefit activities.
(4) The Foundation may carry out business activities as set out in Schedule 2 to these Statutes (including the designation of PKD - Polish Classification of Activities).
(5) The Foundation may run business activities directly or through separate organizational units.
§ 26.
The Foundation may establish and join commercial law companies and other legal entities in the country and abroad.
CHAPTER V
Final provisions
§ 27.
(1) An amendment to this Statute, except for § 9 item (2), may be effected by a resolution of the Foundation Council passed by a majority of two thirds of the members of the Foundation Council elected for a given term of office.
(2) If there is no quorum at a meeting of the Foundation Council aimed at amending the Statute, a resolution may be passed after the meeting by voting in writing by letter or e-mail. The vote is conducted by the presidium of the Foundation Council, which sets aside at least 14 days for this purpose.
§ 28.
The Foundation Council decides on the liquidation of the Foundation and on the use of the assets remaining after its liquidation at a meeting to be held in Poland or Germany, after hearing the opinion of the Club of Catholic Intelligentsia in Wroclaw, by means of resolutions passed by a twothirds majority of the members of the Foundation Council elected for a given term of office.
§ 29.
The appropriate Minister due to the objectives of the Foundation is the Minister of Family, Labor and Social Policy.
§ 30.
This Statute shall enter into force on the date of registration of the Foundation.
Attachment No. 1 to the Statute of the “Krzyżowa” Foundation for Mutual Understanding in Europe
/§ 9 item(7)/
1. The Foundation may conduct unpaid public benefit activities in the following areas (including the PKD designation - the Polish Classification of Activities):
1) Growing of cereals, leguminous crops and oil plants, for seeds, except rice(01.11.Z),
2) Growing of vegetables, including melons, and of roots and tubers (01.13.Z)
3) Growing of other non-perennial crops (01.19.Z),
4) Agricultural cultivation together with raising of animals (mixed activity) (01.50.Z)
5) Other printing (18.12.Z),
6) Pre-press and pre-media services (18.13.Z),
7) Water collection, treatment and supply (36.00.Z),
8) sewage disposal and treatment (37.00.Z),
9) Hotels and similar accommodation (55.10.Z),
10) Holiday and other short-stay accommodation (55.20.Z),
11) Restaurants and other eating places (56.10.A),
12) Book publishing (58.11.Z),
13) Other publishing activities (58.19.Z),
14) Motion picture, video and television programme production activities (59.11.Z),
15) Motion picture, video and television programme post-production activities (59.12.Z),
16) Motion picture, video and television programme distribution activities (59.13.Z),
17) Motion picture projection activities (59.14.Z),
18) Business and other management consultancy activities (70.22.Z),
19) Tour operator activities (79.12.Z),
20) Organization of conventions and trade shows (82.30.Z),
21) Pre-primary education (85.10.Z),
22) Out-of-school forms of sports and leisure education (85.51.Z),
23) Out-of-school forms of artistic education (85.52.Z),
24) Teaching of foreign languages (85.59.A),
25) Other out-of-school forms of education, not elsewhere classified (85.59.B),
26) Social work activities without accommodation for the elderly and disabled (88.10.Z),
27) Other social work activities without accommodation not elsewhere classified (88.99.Z),
28) Performing arts activities (90.01.Z),
29) Support activities to performing arts (90.02.Z),
30) Artistic and literary creative activity (90.03.Z),
31) Operation of arts facilities (90.04.Z),
32) Museums activities (91.02.Z),
33) Operation of historical sites and buildings and similar tourism attractions (91.03.Z),
34) Activities of other membership organizations not elsewhere classified (94.99.Z),
35) Other service activities, not classified elsewhere (96.09.Z).
2. The Foundation may conduct paid public benefit activity in the following scope (including the PKD designation- the Polish Classification of Activities):
1) Other printing (18.12.Z),
2) Pre-press and pre-media services (18.13.Z),
3) Holiday and other short-stay accommodation (55.20.Z),
4) Book publishing (58.11.Z),
5) Other publishing activities (58.19.Z),
6) Motion picture, video and television programme production activities (59.11.Z),
7) Motion picture, video and television programme post-production activities (59.12.Z),
8) Motion picture, video and television programme distribution activities (59.13.Z),
9) Motion picture projection activities (59.14.Z),
10) Tour operator activities (79.12.Z),
11) Pre-primary education (85.10.Z),
12) Out-of-school forms of sports and leisure education (85.51.Z),
13) Out-of-school forms of artistic education (85.52.Z),
14) Teaching of foreign languages (85.59.A),
15) Other out-of-school forms of education, not elsewhere classified (85.59.B),
16) Social work activities without accommodation for the elderly and disabled (88.10.Z),
17) Other social work activities without accommodation not elsewhere classified (88.99.Z),
18) Performing arts activities (90.01.Z),
19) Support activities to performing arts (90.02.Z),
20) Artistic and literary creative activity (90.03.Z),
21) Operation of arts facilities (90.04.Z),
22) Museums activities (91.02.Z),
23) Operation of historical sites and buildings and similar tourism attractions (91.03.Z),
24) Activities of other membership organizations not elsewhere classified (94.99.Z).
Attachment No. 2 to the Statute of the Krzyżowa Foundation for Mutual Understanding in Europe
/§ 25 item (4)/
The Foundation's business activities may include manufacturing, construction and service activities in the following areas (including the PKD designation - the Polish Classification of Activities):
1) other personal service activities not elsewhere classified (96.09.Z),
2) organisation of conventions and trade (82.30.Z),
3) intermediation in the sale of time and place on advertising aims in the radio and television (73.12.A),
4) intermediation in the sale of the place on advertising aims in printed media (73.12.B),
5) intermediation in the sale of the place on advertising aims in electronic media (Internet) (73.12.C),
6) intermediation in the sale of the place on advertising aims in other media (73.12.D),
7) business and other management consultancy activities (70.22.Z),
8) rental and operating of own or leased real estate (68.20.Z),
9) restaurants and other eating places (56.10.A),
10) hotels and similar accommodation (55.10.Z),
11) sewage disposal and treatment (37.00.Z),
12) water collection, treatment and supply (36.00.Z),
13) agricultural cultivation together with raising of animals (mixed activity) (01.50.Z),
14) growing of other non-perennial crops (01.19.Z),
15) growing of vegetables, including melons, and of roots and tubers (01.13.Z),
16) growing of cereals, leguminous crops and oil plants, for seeds, except rice (01.11.Z).
Statut Fundacji 27.06.2020 ENG i PL.pdf
