Statute of the Stefan Batory Foundation
§ 1
- George Soros, hereinafter referred to as "The Founder" has established by means of a notarial act drawn up on November 5th, 1987 in the State of New York, U.S.A. and certified in the Consulate General of the Polish Peopleīs Republic in the City of New York, a foundation to be called the Stefan Batory Foundation, hereinafter referred to as "the Foundation".
- The Foundation carries on its activities on the basis of the provisions of the Act dated April 6th, 1984 On Foundations (Official Journal, No.21, item 97) as well as the provisions hereof.
- The Founder may, subject to the consent of the Minister of National Education, transfer his obligations and rights pertaining to the Foundation to another foundation operating outside the borders of the Republic of Poland.
- The Foundation will respect all the duties imposed on the Founder by his domestic law with regard to certifying financing of the Foundation activities by the Founder.
§ 2
- The seat of the Foundation is the Capital City of Warsaw.
- The Foundation is established for an unlimited time.
§ 3
The aim of the Foundation is support for the wide ranging advancement of the Polish society particularly in the fields of public, international, cultural, scientific and educational activities for development of democracy and free market in Poland as well as bringing together the nations and states of Central and Eastern Europe.
§ 4
- The Foundation realizes its statutory objectives by initiating and supporting (organizationally, financially and by in-kind distribution):
- research programs targeted at providing knowledge on social, economic and political phenomena with respect to education, culture, environment protection, health care and social aid;
- programs and initiatives undertaken by institutions engaged in scientific, technical, educational, cultural activity including fitness and sport, environmental protection, charity, health care and social aid as well as activity geared at the vocational and social rehabilitation of disabled persons;
- international cooperation programs for the development of democracy, market, science, culture, art, education and information exchange conducive to closer relations between the nations and states of Central and Eastern Europe.
- training programs for specialists in various areas for the nascent and developing institutions of free market, democracy and self-government,
- information programs serving propagation in various social strata knowledge of the free market mechanisms, democratic institutions, civic rights as well as propagation of civic attitudes and economic self-sufficiency and self-reliance.
- scholarship programs for specialists in various disciplines, especially in education, culture and science
- publishing programs.
- The Foundation, in addition to realizing its own initiatives, also cooperates with other institutions, organizations and natural persons in order to achieve its statutory objectives. This cooperation may take form of organizational support, partial or complete funding of an undertaking or assistance in obtaining the necessary funds from other sources.
- The Foundation also pursues its statutory activities by way of membership in organisations assembling Polish and foreign foundations whose statutory activities correspond to those of the Foundation.
- In the framework of its statutory activities, the Foundation - acting in the capacity of a social organisation - may initiate or join proceedings before judicial bodies and public administration entities in keeping with pertinent provisions of the law.
- No manifestations of the Foundationīs activity should be construed as replacing state institutions in discharge of their statutory duties.
§ 5
- The Foundation property consists of financial means, real estate and other assets purchased by the Foundation.
- The Initial Fund provided by the Founder amounts to the total of United States Dollars 100.000 (one hundred thousand) of which the amount of 20.000 (twenty thousand) is a Guaranty Fund. The Guaranty Fund, deposited on an interest bearing account in a Polish bank is intended to cover possible losses incurred by the Foundation and the interest thereof is to be appropriated for financing the Foundationīs activity.
- Means for the realization of the Foundationīs aims and for covering the cost of its activity come from:
- the Initial Fund and other donations by the Founder,
- endowments, grants and legacies both domestic and foreign,
- income from the Foundationīs assets, real estate and property rights, particularly from securities and other financial instruments traded in the equity markets,
- income from donations, collections and public events,
- interest on bank deposits, including the interest referred to in item 2,
- income from share in the profits of legal entries.
- Donor, when transferring property to the Foundation can make a reservation to the effect that the means are to be appropriated for a specific activity. The Foundationīs Board may refuse to accept such a condition in which a case the Foundation will return the amount transferred to the Donor. If no specific purpose is indicated, the Foundation may use it for any of its statutory objectives.
- The Foundation may not take measures or actions comprising:
- extension of loans from, or securing liabilities with the Foundation’s assets with respect to members of the Foundation Council, members of the Foundation Board, or Foundation employees as well as to persons related to the members of the Foundation Council, members of the Foundation Board, or Foundation employees by blood or marriage, directly or collaterally, down to a relation between the children of the siblings, or by adoption, custody or guardianship (referred to hereinafter as “related persons”,
- placing Foundation assets at the disposal of members of the Foundation Council, members of the Foundation Board, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, particularly where such placing at disposal proceeds on a free-of-charge basis or on preferential terms;
- use of Foundation assets to the benefit of members of the Foundation Council, members of the Foundation Board, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, unless such use is directly related to pursuit of the Stefan Batory Foundation’s statutory activities;
- urchase subject to special terms and conditions of goods and/or services from entities in which members of the Foundation Council, members of the Foundation Board, or Foundation employees and/or their related persons participate or have an interest.
§ 6
The Foundation may deposit its funds in Polish currency as well as other currencies in qualified banks in accordance with the provisions of the Polish currency regulations.
§ 7
The Foundation does not engage in economic activity.
§ 8
The organs of the Foundation are:
- The Board of Directors.
- The Foundation Council.
§ 9
- The Foundationīs Board of Directors is made up of five to nine members appointed by the Foundationīs Council for two year term.
- Member of the Board can serve more than one term in office.
- The Foundation Council appoints the Chairman of the Board.
- The Members of the Board may elect from among themselves one or two Deputy Chairmen.
- Organizational structure and forms of the Boardīs activities are defined in the By-Laws.
§ 10
- The Board of Directors manages the Foundationīs activities and represents it in its external relations.
- Specifically, the Board of Directors:
- adopts annual financial plans,
- adopts rules and regulations,
- undertakes decisions in all matters not transferred to the other organs,
- undertakes decisions in all matters pertaining to the conduct of business activities, *
- undertakes decisions on joining companies, associations and other organizations and on setting them up,
- accepts endowments, legacies and grants,
- appoints the Director of the Foundation.
- The Board makes it decisions during Board meetings in the form of resolutions which require a simple majority to pass; in case of a tie, the Chairmanīs of the Board vote prevails.
- The Board may appoint proxies in charge of managing specific areas of the Foundationīs statutory business.
- Declarations of will on behalf of the Board of Directors are made by two Members of the Board or one Member of the Board and the Board appointed proxy.
- The Board is obligated to present, until September 30th, an Annual Report to the Foundation Council.
- The Board may appoint from among scientists and men of practice consultants or their teams with a view to evaluating the Foundationīs undertakings and commission them to compile relevant reports.
§ 11
- The Director of the Foundation is endowed with executive powers with regard to the resolutions adopted by the Board.
- The Director of the Foundation is nominated by the Chairman and appointed by the Board of Directors. The Director may be one of the Members of the Board.
- Should a need arise, the Chairman may, on the Directorīs request, appoint Deputy Directors.
- The Chairman of the Board determines the terms of employment and salaries of the Director and his Deputies and submits them to the Board for approval.
- The administrative business of the Board of Director and the Foundation Council is handled by the Foundationīs Office.
- The Foundationīs Office reports to the Foundationīs Director.
§ 12
- The Foundationīs Council is made up of at least five members.
- The first Council is appointed by the Founder. Successive members of the Council in stead of the persons, who have ceased to hold their posts or to increase the Councilīs membership are appointed by the Councilīs decision.
- In singularly warranted cases, a Council Member may be recalled by the fellow members by a secret ballot.
- The Foundation Council elects from among its Members the Council Chairman. The Chairman manages the Councilīs work, represents it in outside contacts, convenes and chairs the Councilīs meetings.
- Members of the Foundation Council:
- may not sit on the Foundation Board or be related to members of the Foundation Board by virtue of familial relation or subordination in an employment relation;
- should not be convicted of having committed a deliberate crime by a final court judgement;
- may receive only the reimbursement of reasonable expenses relating to their participation in Foundation Council sessions with respect to their discharge of duties in the capacity of Foundation Council member.
§ 13
- The Foundation Council convenes in session at least once a year.
- The Foundation Council makes its decisions in the form of resolutions adopted by simple majority; in case of tie the Chairmanīs vote prevails. In fulfilling its functions the Council may use the opinion and evaluations of the experts commissioned for that purpose.
- The Foundation Council proceedings are determined by the By-Laws it has adopted.
§ 14
Specifically, the Foundation Council:
- Supervises the activities of the Foundation.
- Defines the main directions of the Foundationīs activity.
- Appoints and recalls the Chairman of the Board of Directors and the Members of the Board.
- Makes decisions on employment of the Board Members and on their salaries.
- Evaluates the work of the Board, accepts annual reports and balance sheets and votes on acceptance of accounts of the Members of the Board. Non-acceptance in no way affects the latterīs claims that may result from an employment contract if such an employment was based on the provisions of By-Laws.
- Makes decisions on liquidation of the Foundation.
§ 15
Amendments to the Foundation Statute are adopted by the Board with the consent of the Foundationīs Council. No Amendments of the Statute may affect the objectives determined in the Founding Act.
§ 16
- The Foundation Council resolves to liquidate the Foundation in the event that the objectives for which the Foundation has been established have been met or in the event that the financial resources and assets of the Foundation are exhausted.
- In the event that, in the resolution referred to in entry 1 above, the Foundation Council does not appoint liquidators, liquidation of the Foundation is carried out by the Board.
- If, upon the liquidation of the Foundation, there remain any financial assets, those assets will be placed at the disposal of other charitable organization, as designated by the Foundation Council, operating within the Republic of Poland and having charitable objectives similar to those of the Foundation.
(signed)
George Soros
State of New York
County of New York
On this 15th day of October, 1990, before me personally came George Soros, to me known and known to me be the individual described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same.
Notary Public
Adrianne Gluckmann
This Statute is the basis for making by the District Court for the Warsaw-Praga District an entry No F.R.I-56 dated May 7th, 1988 in the Register of Foundations.
(signed)
B. Bryl, Judge
Copyright © Fundacja Batorego
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