I. General provisions
1. The Foundation “Ziemia i Ludzie” (“The Earth and People”), hereinafter referred to as the “Foundation”, established by Piotr Wiszniewski, hereinafter: the “Founder”, on the strength of the Notarial Deed, Repertory A, number 3714/2009, drafted before Ms. Kinga Nałęcz, the Notary Public, in the Notary’s Legal Office located at ul. Boya Żelenskiego 6/ 26 in Warsaw, Poland, on 01.04.2009, conducts its activity on the basis of the provisions of the Polish law and this Statute.
1. The Foundation's business office is located in Warsaw.
2. The Foundation has a legal personality.
3. The Foundation has been established for an indefinite period.
4. The Foundation is non-political and it is not connected with any faith.
The Minister appropriate for the Foundation's activity is the Minister managing the domain of the environmental administration.
1. The territory of the Foundation’s activity is the territory of the Republic of Poland and abroad, according to the provisions of the law.
2. The Foundation may establish branches, subsidiaries and agencies on the territory of the country and outside its borders.
3. For the purposes of the cooperation with foreign countries the Foundation may use the version of its official name translated into foreign languages.
1. The foundation may establish honorary distinctions and medals and assign them, along with other awards and distinctions, to the natural and legal persons meritorious for the Foundation.
II. Objectives of the foundation and the principles of acting
The objectives of the Foundation include taking actions towards the realization of the idea of the sustainable development, which actions support the environmental protection, the rational management of the natural resources, the economic growth and the social development.
The Foundation shall realize its objectives through the following actions:
1. Organizing, financing and carrying out educational projects, of which trainings and continued education projects for natural and legal persons, in particular, with regard to the following subjects: protecting the environment and the cultural heritage, conducting a business activity and encouraging to professional activeness.
2. Organizing fairs, exhibitions and congresses.
3. Organizing and financing the following: research, analyses of research-development works and consulting services, and, in particular, the technical consultancy, the consultancy with regard to conducting business activity, the management and personal consultancy.
4. Organizing and supporting financially, materially or in terms of knowledge the platforms and the activities which aim at providing the exchange of the professional and scientific experiences.
5. Organizing and financing the editorial activity, in particular, publishing books, maps and atlases, publishing newspapers, magazines and periodicals, as well as providing the system analysis of needs and advising on the solutions regarding IT software, designing websites, processing data, conducting Internet portals, publishing and making available databases and other electronic publications.
6. Financing and realizing IT and promotional projects.
7. Providing financial, material and organizational assistance to the entities which contribute to the realization of the objectives of the Foundation, as well as involving the business sector to the realization of the objectives of the Foundation.
8. Supporting the initiatives of the local communities which contribute to the realization of the objectives of the Foundation.
9. Conducting auxiliary and service-related activity consistent with the objectives of the Foundation for the public administration.
III. Property of the foundation
The property of the Foundation constitutes its start-up funds in the amount of PLN 2,000.00 (two thousand PLN), as well as the funds and the movable and immovable property acquired by the Foundation in the course of its operations.
The income of the Foundation may be derived, in particular, from the following:
1. start-up funds and the donations from the Founder;
2. donations, gifts and bequests from domestic and foreign entities;
3. subsidies, targeted subsidies, assistance programmes and grants;
4. income from donations, collections and public events;
5. income from the property of the Foundation, of which the income from the assets, real estate properties and the ownership rights, in particular, to securities and other financial instruments available on the capital market.
1. The income obtained from the property of the Foundation is dedicated, in particular, to the realization of the statutory objectives and to covering the costs of the Foundation's activity.
2. The income derived from the subsidies, subventions, donations, gifts and bequests may be used for the realization of the objectives of the Foundation only on the condition of respecting the will of the heirs or donators.
3. In the cases of accepting donations and bequests, the declarations required by the provisions of the law shall be issued by the Management Board of the Foundation.
4. The donator, when offering the funds to the Foundation, may stipulate that such funds should be dedicated to the particular kind of the activity of the Foundation. The Management of the Foundation may not accept that condition. In that case the Foundation shall return the received funds to the donator. If the funds are offered without specifying the purpose for which they should be used, the Foundation may dedicate them to any of its statutory objectives and to covering the costs of the Foundation's activity.
IV. Governing Body of the Foundation
The governing body of the Foundation is the Management Board of the Foundation.
1. The Management Board of the Foundation consists of not fewer than two and not more than five persons appointed by the Founder for the indefinite period or until the moment of their resignation from the office.
2. The Founder appoints the President and the Vice President of the Management Board. The Management Board of the Foundation, with the consent of the Founder, may appoint additional Members of the Management Board, having regard to the provisions of art. 12 section 1.
3. The Founder may dismiss the Management Board or its individual Members if they do not fulfil the obligation to accomplish the statutory objectives of the Foundation or if they act to the detriment of the Foundation or if they are unable to continue their work on the particular position due to illness or disability.
4. In the case of the death of one of the Members of the Management Board, if that person has not indicated his or her successor, the remaining Members may appoint another Member of the Management Board.
5. The Founder may appoint other bodies of the Foundation than the Management Board.
6. For the fulfilment of their functions the Members of the Management Board may receive remuneration.
1. The Management Board manages the activity of the Foundation or represents it externally.
2. The tasks of the Management Board include, in particular:
a. accomplishing the statutory objectives,
b. managing the current activity of the Foundation,
c. adopting annual action plans of the Foundation and financial plans,
d. representing the Foundation externally,
d. managing the property of the Foundation,
e. establishing the level of employment and the amount of the funds for remunerating the employees of the Foundation,
f. accepting donations, gifts and bequests, subventions and subsidies,
g. effecting changes to the statute of the Foundation and taking decisions about a merger with another foundation or about the liquidation of the Foundation and the ensuing transfer of the funds and the property of the Foundation.
3. The Management Board, in the presence of all its Members, takes decisions at meetings in the form of unanimous resolutions with a two-person composition of the Management Board or by a simple majority of votes in the case of a personal composition of the Management Board consisting of three or more persons, however, in the case of a tied vote, the President of the Management Board shall have the casting vote.
4. The meeting shall be convened by the President of the Management Board not less frequently than once a year.
5. All the Members of the Management Board should be notified about the meeting.
5. The Management Board may appoint proxies for the management of the separate area of the matters which constitute the tasks of the Foundation.
V. Manner of Representation
The declarations of intent on behalf of the Foundation shall be placed individually by the President of the Foundation or by two members of the Management Board, of which by the President of the Foundation.
VI. Final provisions
The changes in the statute of the Foundation shall be made by the Management Board of the Foundation with the consent of the Founder. The changes to the statute of the Foundation may regard the objectives for the realization of which the Foundation has been established, defined in the Articles of Association, with the consent of the Founder.
1. The Foundation may merge with another foundation for the effective realization of its goals.
2. The merger with another foundation shall not take place if, as a result of it, the objective of the Foundation could be significantly changed.
In the matters regarding the merger with another foundation the appropriate decisive body shall be the Management Board, which shall take a decision about the merger through a unanimous resolution, which resolution shall require, for it to take effect, to be validated by the Founder.
1. The Foundation shall be liquidated in the case of accomplishing the goals for which it has been established or, in the case in which its funds or property have been exhausted.
2. In the event of the liquidation of the Foundation, the Management Board adopts the decisions unanimously.
3. The property left after the liquidation of the Foundation shall be transferred to another Foundation or to another organization with the similar objectives of its activity.
This Statute comes into force on the date of registering the Foundation by the appropriate court.
The Statute was adopted on 01.14.2009
Signature: Piotr Andrzej Wiszniewski