STATUES OF THE DUVAL FOUNDATION

1.   General

Section 1

THE DUVAL FOUNDATION, hereinafter referred to as the Foundation was founded by Mark S. Duval, hereinafter referred to as the Founder and operates under the Act on Foundations of 6 April 1984 (JL of 1991, No. 46, item 203 as amended) and the provisions hereof.

Section 2

The Foundation may use the abbreviated name i.e. the “F.D.“.

Section 3

The Foundation has a legal personality.

Section 4

The term of the Foundation is indefinite.

Section 5

1.The Foundation operates in the territory of the Republic of Poland.

2.The Foundation may operate outside the territory of the Republic of Poland.

Section 6

The seat of the Foundation is the capital city of Warsaw.

Section 7

The Minister competent for the scope of activity and the goals of the Foundation is the Minister competent for culture.

Section 8

The purpose of the Foundation is as follows:

a) Supporting and promoting the activity of artists and sport professionals;

b) Organising fund-raising for the benefit of the poor and the disabled including but not limited to children and the elderly by creating proper living conditions and equal life opportunities for their intellectual, professional and cultural development;

c) Educational activity.

Section 9

The Foundation implements its goals through the following:

  1. granting financial and material aid to outstanding artists, sport professionals and by providing scholarships both at home and abroad for the young talents;
  2. providing direct and indirect financial, material, organisational, educational, upbringing-related and substantial aid through organising or financing gratuitous training and symposia with the participation of scientific, educational and cultural environment representatives dedicated to the issues applicable to the persons enumerated in Section8;
  3. endeavouring to remove architectural impediments in public premises (such as state and self-government administration premises schools and universities, hospitals, theatres, cinemas, sports facilities, gastronomic premises, railway stations, airports) by financing the design-related and implementation works;
  4. endeavouring to remove the existing impediments in all means of public transport by providing financial aid related o the purchase of wheelchairs, special-purpose lifts and other rehabilitation equipment that enables the disabled to use the generally accessible means of transportation of persons.
  5. popularising the achievements and accomplishments of the persons mentioned in Section8 letter
    a) in fine arts and sport by organising and providing financial aid to the holding of art exhibitions, special theme subject lectures, varnishing days, art galleries, special museum exhibitions and other sports events;
  6. propagating knowledge of the causes of some diseases and disabilities, conducting preventive actions at schools, universities and work places through financing gratuitous editions and publications regarding these issues;
  7. co-operating with state and self-government administration authorities, as well as social establishments so as to create the foundation for the correct integration process thus giving the disabled the opportunity to integrate in the society by providing financial aid to the so-called integration schools and centres;
  8. instituting and granting awards, rewards and scholarships for the outstanding talents including financing or subsidising their brave artistic or sport undertakings;
  9. financing children’s and youth camps as well as medical treatment at home and abroad;
  10. providing financial aid to the disabled, ill and poor;
  11. fund-raising and dedicating the funds for feeding children from the poorest families;
  12. financing charity events, concerts and exhibitions.

Section 10

To implement its goals, the Foundation may conduct business operations alone or in co-operation with other entities at home and abroad in accordance with the regulations in force.

Section 11

The Foundation may conduct the following business operations:

  1. culture-related, recreational and sport, publishing (incl. typography and reproduction of the recorded information carriers) activities i.e. the operations of member organisations;
  2. production being in particular food and drink, furniture, production activity not classified elsewhere;
  3. trade – wholesale and commission sale except for trade in mechanical vehicles, retail sale except for sale of mechanical vehicles an motorbikes; repair of personal and household items;
  4. service – auxiliary activity related to financial agency and insurance, real estate service, service related to conducting business operations, other service activity;
  5. gastronomic (hotels and restaurants);
  6. organising raffles and contests;
  7. construction, transport, tourist, IT, educational activity;
  8. health service and social welfare related activity.

Section 12

Revenue earned from the operations referred to in Section11 shall be dedicated to the implementation of the goals set forth in these Articles of the Foundation and further development of business operations.

Revenue earned from business operations referred to in Section 11 clause 6 shall be dedicated in whole to the goals specified in the authorisation by the Minister of Finance and the game rules and regulations as approved by the Minister for social aid, charity in particular.

Section 13

Business operations may be conducted by the separated organisational units.

2.   Foundation’s Assets

Section 14

  1. The Foundation’s assets are as follows: initial capital being funds specified in a notary’s deed establishing the Foundation, as well as movables and immovables and other proprietary rights and funds acquired by the Foundation.
  2. For the implementation of its goals, the Foundation Founder dedicates the amount of PLN 25,000 (say: twenty five thousand Polish zlotys), whereby for the business operations to be conducted by the Foundation, the Founder dedicates the amount of PLN 25,000 (say: twenty five thousand Polish zlotys).

Section 15

The Foundation’s income increasing its assets is as follows:

  1. donations, inheritance, bequest, subsidies and other gratuitous increments from individuals and legal persons;
  2. bank interest and revenue from assets;
  3. revenue from business operations;
  4. funds from fund-raising activities and public events, organised after receiving applicable authorisations;
  5. revenue from proprietary rights;
  6. other income.

Section 16

Having obtained applicable authorisations, the Foundation may hold accounts in foreign banks, make use of the services provided by foreign financial institutions as well as commission the handling of the Foundation’s business to foreign persons and entities.

Section 17

Unless the resolution by the Foundation’s Council provides otherwise, a fiscal year for the Foundation shall be a calendar year.

3.   The Foundation’s Bodies

Section 18

The Foundation’s bodies are:

1) The Foundation’s Council

2) The Foundation’s Management Board

Section 19

The Foundation’s Council consists of 2 to 5 members. The Foundation’s Council Members are called and revoked by the Founder.

The first Foundation’s Council Members are:

  • Mark S. Duval
  • Marcin Rakowski
  • Matthew John Morgan

Section 20

The Foundation’s Council passes resolutions by a simple majority of vote in the presence of at least co half of the Foundation’s Council Members. Should there be an equilibrium of vote, the vote of the session leader shall be decisive.

Section 21

At the first session, the Foundation’s Council selects the Chairperson and Vice-Chairpersons from among the candidates proposed by the Founder, from among the Council members.

Section 22

The Foundation’s Council session are to be held at least once a quarter.

The sessions may be called upon request of 1/3 of the Foundation’s Council Members, the Founder or the Management Board.

The sessions are led by the Chairperson of the Council or by his/her authority, the Vice-Chairperson.
The Founder’s representatives and the Foundation’s Council Members may be present at the Foundation’s Council sessions.

Section 23

The Foundation’s Council responsibilities are as follows:

  1. examination and expressing an opinion on annual financial and material plans and the report from their implementation;
  2. setting directions and mode of operation for the Foundation and indicating priorities to the Foundation’s Management Board regarding daily operations;
  3. setting remuneration for the Foundation’s Management Board Members;
  4. deciding upon the creation and liquidation of the separated companies;
  5. determining the principles for project support, including but not limited to the conditions of subsidising and the requirements which should be met by the reports made by the entities that benefit from the subsidies;
  6. expressing opinion on financial plans and balances from the Foundation’s operations.

Section 24

Each Member of the Foundation’s Council is entitled to access the whole documentation of the Foundation and demand explanations from individual members of the Foundation’s Management Board and the Foundation’s employees.

Section 25

The Founder’s competences are as follows:

  1. determining the regulations of the Foundation;
  2. calling and revoking the Foundation’s Council Members;
  3. calling and revoking the Foundation’s Management Board Members and setting the work organisation for the Foundation’s Management Board;
  4. making a decision on a merger of the Foundation with another foundation;
  5. making a decision on liquidation of the Foundation;
  6. creating and amending these Articles.

Section 26

The Foundation’s Management Board is composed of 2 to 5 Members, called and revoked by the Founder.
The Founder may entrust the function of the Chairperson of Foundation’s Management Board to one of the Members.

The first Foundation’s Management Board shall be composed of:

  • Linda Sztyller- The Chairperson of the Foundation’s Management Board
  • Bozenna Duval- The Foundation’s Management Board Member
  • Charles Fairweather- The Foundation’s Management Board Member

Section 27

  1. The Foundation’s Management Board manages the daily operations of the Foundation and represents it.
  2. The Chairperson of the Foundation individually or two Members of the Foundation’s Management Board acting jointly shall be empowered to make declarations of will on behalf of the Foundation.
  3. The Foundation’s Management Board may call proxies acting on behalf of the Foundation specifying their powers.

Section 28

The Foundation’s Management Board competences are inter alia:

  1. passing the Foundation’s activity programmes and their implementation plans;
  2. passing the Foundation’s annual and long-term financial plans and balances;
  3. managing the Foundation’s assets;
  4. passing the Foundation’s Management Board work regulations;
  5. taking decisions on each subsidy, donation, bequest or inheritance receipt;
  6. calling and revoking the Foundation’s directors an heads;
  7. calling organisational units and their dissolving;
  8. passing resolutions on the Foundation’s accession to commercial law or civil law companies;
  9. passing employment regulations, remuneration, cost and expense reimbursement to persons who incurred them in connection with the Foundation’s activity.

Section 29

  1. The resolutions by the Management Board are passed by simple majority of vote in the presence of at least half of the Members.
  2. The Foundation’s Management Board Members should be notified of the session of the Management Board and given the agenda at least 7 days prior to the planned session.
  3. The Foundation’s Management Board sessions are to be recorded.

Section 30

The Foundation’s Management Board enforces powers regarding employee issues on behalf of the Foundation.

The Foundation’s Council or a person empowered by the Foundation’s Council employs the Chairperson, the Vice-Chairperson and the Foundation’s Management Board Members.

Section 31

The Management Board draws up reports from the implementation of the goals of the Foundation at least once a year and the annual financial statements of the Foundation and presents them to the Foundation’s Council.

4.   Liquidation of the Foundation

Section 32

  1. The Foundation is liquidated once the purpose of its creation was achieved or the funds or the Foundation’s assets have been exhausted.
  2. The decision regarding liquidation of the Foundation is taken by the Founder.

Section 33

  1. Should the Foundation be liquidated, the trustee shall be the Chairperson of the Management Board or any other person designated by the Foundation’s Council.
  2. The Founder, the trustee or trustees shall designate the funds left following liquidation to another social institution implementing goals similar to those provided for herein.

5.   Final Provisions

Section 34

  1. In order to implement its goals, the Foundation may merge with another foundation seated at home or abroad;
  2. The merger of the Foundation may not infringe on the purpose of its creation;
  3. Decisions regarding mergers of the Foundation are taken by the Founder.

Section 35

These Articles may be amended. Any and all amendments hereto may also apply to the goals of the Foundation.