By-laws

STATUTES OF THE JEAN DE BLOCH FOUNDATION

Preamble
The mission of the Foundation is to promote social values, attitudes and behaviour, and in particular entrepreneurship, diligence, creativity, the will to make efforts and sacrifices for the community, and courage in everyday life, necessary to foster civic society, characteristic of the work of Jean de Bloch, a banker and industrialist from Warsaw, the “spiritual father” of the First International Peace Conference at the Hague, and the founder of the first-ever Peace Museum.

The Jean de Bloch Foundation (“Foundation”) founded by Emil Dróżdż, Andrzej Księżny, and Krzysztof Szwarc (“Founders”) by a notary deed drawn up by Notary Teresa Dębska-Grelus of the Notary Office in Warsaw, 3/1 Zgoda St., dated 17 December 2004, Repertory A 11264/2004, amended by a notary deed drawn up by Notary Teresa Dębska-Grelus of the Notary Office in Warsaw, 3/1 Zgoda St., dated 26 January 2005, Repertory A 552/2005, operates under the provisions of the Foundation Act dated 6 April 1884 (Journal of Laws from 1991, No. 46, item 203, as amended) and under the provisions of these Statutes.

The Foundation has a legal personality and its seat is the town of Nowa Iwiczna in the Mazovian Region.
The Foundation may establish branches, also in other locations, as well as other organisational units.

The territory of the Foundation is the Republic of Poland; the Foundation may operate outside the territory of the Republic of Poland if necessary to pursue its goals.
In foreign co-operation, the Foundation may use the translation of its name into selected foreign languages.

The Foundation uses the seal with an inscription indicating its name, seat, and identification data.

The Foundation may establish distinctions and medals and award them, together with other awards and distinctions, to natural and legal persons who have contributed to the goals of the Foundation or to the Foundation.

The goal of the Foundation is to promote public good, including to support the development of democracy and an open society actively involved in the European and the global community.

The Foundation pursues its goals in particular by:
supporting and financing scientific, educational and cultural programmes, ventures, and projects;
organising and financing exhibitions, competitions, and conferences;
giving awards, distinctions, and scholarships;
supporting and financing publications;
co-operating with organisations, State and social institutions, and individuals in pursuing the goals of the Foundation.

In order to pursue its goals, the Foundation may give support, including financial support, to other legal or natural persons working on the same goals as the Foundation.

The assets of the Foundation include the founding capital of PLN 300,000 (say, three hundred thousand zlotys) as well as funds, real property and movables acquired by the Foundation in the course of its operation.

The overall liability of the Foundation is equal to the value of its assets.

The revenues of the Foundation may originate in particular from:
donations by legal and natural persons, inheritance, legacy;
grants from legal persons;
public collections and events;
subsidies from the State, the public administration, and local governments;
income from movables and real property, including interest on cash;
any other sources (within the limits of the law).

1. The revenues from grants, donations, inheritance and legacy may only be used to pursue the goals of the Foundation in accordance with the decision of the heirs or donors.
2. Declarations required by the law to accept donations and inheritance are made by the Board of the Foundation with the approval of the Board of Trustees.
3. Subject to the provisions of § 23(c) hereof, acceptance of donations or inheritance shall not cause the Foundation to take over debt in excess of the value of accepted assets.
4. The revenues of the Foundation may only be used to pursue its statutory goals.

The legal and natural persons who make one-off or regular donations or grants to the Foundation or otherwise contribute to the statutory goals pursued by the Foundation shall be awarded, on request, the title of Sponsor of the Foundation,
The title of Sponsor of the Foundation is awarded by the Board of Trustees.
The title of Sponsor of the Foundation is awarded to an individual person.

The statutory bodies of the Foundation are: the Board of Trustees, the Executive Board, and the Programmatic Council as an advisory body if established under § 29.
If the Programmatic Council is established, the provisions of Chapter IV(c) hereof shall apply.
Functions in different statutory bodies of the Foundation shall not be combined.

The Board of Trustees have the authority to make initiatives, give opinions, and exercise supervision.

1. The Board of Trustees consists of 3 to 7 members. The first Board of Trustees is elected by the Founders, and the first Chair of the Board of Trustees is also elected by the Founders.
2. Candidates for new members of the Board of Trustees may be proposed by:
Chair of the Board of Trustees, or
two members of the Board of Trustees.
3. New members of the Board of Trustees are elected by a resolution of the Board of Trustees adopted by a majority of 2/3 of all votes in the presence of at least one half of all members of the Board of Trustees.
4. Membership of the Board of Trustees expires:
upon the death of a member of the Board of Trustees;
upon the resignation from the function of a member of the Board of Trustees;
upon the appointment of a member of the Board of Trustees to the Executive Board or to the Programmatic Council;
upon the dismissal of a member of the Board of Trustees. A member may be dismissed by a majority of 2/3 of all votes in the presence of at least one half of all members of the Board of Trustees if the member’s actions are detrimental to the Foundation or harm its reputation.
5. The members of the Board of Trustees elect from amongst themselves the Chair of the Board of Trustees and may also elect a Deputy Chair and a Secretary to the Board of Trustees.

The Board of Trustees proceeds in meetings held at least twice a year.
Meetings of the Board of Trustees are convened by the Chair of the Board of Trustees and in the absence of the Chair by any other member of the Board of Trustees. Meetings may also be convened by request of the Executive Board.
A meeting of the Board of Trustees is valid in the presence of at least three members.
The Board of Trustees makes decisions in the form of resolutions which are adopted by an ordinary majority of votes in the presence of at least one half of all members, except resolutions appointing and dismissing members of the Board of Trustees, amending the Statutes, merging the Foundation with another foundation, and liquidating the Foundation. In the case of an equal number of votes, the Chair of the Board of Trustees has the casting vote.
Minutes are made from each meeting of the Board of Trustees.

The authority and competence of the Board of Trustees include:
to decide about the direction of the work of the Foundation;
to table motions on the work of the Foundation;
to prepare multi-annual and annual work plans of the Foundation;
to elect (except the first Board of Trustees) and to dismiss members of the Board of Trustees;
to appoint and to dismiss members of the Executive Board;
to establish and to liquidate the Programmatic Council as a statutory body of the Foundation, and once established, to appoint and to dismiss individual members of the Programmatic Council;
to give opinions on issues presented by the Executive Board;
to review and to approve annual reports of the Executive Board and financial statements;
to amend the Statutes of the Foundation and to liquidate the Foundation;
to authorise the Management Board to assume liabilities in an individual amount exceeding PLN 100,000 (one hundred thousand zlotys);
to establish and to liquidate branches and other organisational units of the Foundation;
to accept grants and donations exceeding PLN 100,000, as well as inheritance and legacy;
to adopt the organisational chart, the rules of remuneration, and the amount of remuneration and bonuses of officers of the Foundation working on its statutory goals;
to adopt resolutions on issues listed in § 24, § 36, § 38, and § 40.

The Executive Board consists of 2 to 5 members.

The Executive Board is appointed for an indefinite period and dismissed by the Board of Trustees.
The first Executive Board is appointed at the first meeting of the Board of Trustees held within 14 days after the Foundation is established by the Founders.

The Board of Trustees at its first meeting appoints the President of the Executive Board from amongst the members of the Executive Board.

Membership of the Executive Board expires in the case of:
dismissal by the Board of Trustees;
resignation made in writing;
permanent incapacity to exercise the duties of a member of the Executive Board;
election of a member of the Executive Board to the Board of Trustees or to the Programmatic Council.

The Executive Board manages the work of the Foundation and in particular:
represents the Foundation and acts on its behalf;
manages the assets of the Foundation;
accepts grants and donations up to PLN 100,000;
makes decisions on all issues not reserved for the authority of the Board of Trustees.

Members of the Executive Board may receive remuneration and bonuses for their functions from the Board of Trustees.

Subject to other provisions of the Statutes, the Executive Board adopts resolutions by an ordinary majority of votes.

Meetings of the Executive Board are convened by the President of the Executive Board and in the absence of the President by another member of the Executive Board, by own initiative of the Executive Board or on request of the Board of Trustees.
Minutes are made from each meeting of the Executive Board.

Declarations of will on behalf of the Foundation are made by any member of the Executive Board acting single-handedly.

The Executive Board may assume liabilities in an individual amount up to PLN 100,000 (one hundred thousand zlotys) without seeking the approval of the Board of Trustees.
The Executive Board may assume liabilities in an individual amount over PLN 100,000 (one hundred thousand zlotys) only with the prior approval of the Board of Trustees. The Board of Trustees gives its approval in a resolution.

1. If established, the Programmatic Council is an advisory body of the Foundation.
2. The Board of Trustees decided to establish and to liquidate the Programmatic Council.

The Programmatic Council consists of not fewer than 3 members appointed for an indefinite period and dismissed by the Board of Trustees.

1. The Programmatic Council proceeds in meetings.
2. Meetings of the Programmatic Council are convened by the Chair of the Board of Trustees as required.
3. Individual members of the Board of Trustees may participate in meetings of the Programmatic Council.
4. Meetings of the Programmatic Council are valid in the presence of at least 2 members of the Council.
5. The Programmatic Council makes decisions in the form of resolutions adopted by an ordinary majority of votes in the presence of at least one half of its members. In the case of an equal number of votes, the Chair of the Board of Trustees has the casting vote.
6. Minutes are made from each meeting of the Programmatic Council.

The Programmatic Council gives advice and opinions on the activities of the Executive Board and the Board of Trustees.

Membership of the Programmatic Council expires in the case of:
a) dismissal by the Board of Trustees;
b) resignation made in writing;
c) permanent incapacity to exercise the duties of a member of the Programmatic Council;
d) election of a member of the Programmatic Council to the Executive Board or to the Board of Trustees;
e) liquidation of the Programmatic Council by the Board of Trustees.

Members of the Programmatic Council exercise their duties as an honorary function and cannot be remunerated for their functions.

Any amendment of the Statutes must not alter significantly the goals of the Foundation.

Decisions to amend the Statutes are made by the Board of Trustees in a resolution adopted unanimously in the presence of all members of the Board of Trustees.

In order to pursue its goals effectively, the Foundation may merge with another foundation.
The merger with another foundation is not allowed if it could alter significantly the goals of the Foundation.

Decisions to merge with another foundation are made by the Board of Trustees in a resolution adopted unanimously in the presence of all members of the Board of Trustees and upon the review of the position of the relevant Minister.

The Foundation shall be liquidated upon the attainment of the goals for which it was established or if its financial funds and assets are exhausted.

Decisions to liquidate the Foundation are made by the Board of Trustees in a resolution adopted unanimously in the presence of all members of the Board of Trustees.

After the liquidation of the Foundation, its outstanding assets shall be given to institutions working on the same goals as the Foundation indicated by the Board of Trustees, subject to Art. 5.4 of the Foundation Act.

The Statutes enter into force on the date of registration of the Foundation by the court.

In view of the goals of the Foundation, the relevant Minister is the Minister responsible for education and sports.

Founders: Emil Drożdż, Andrzej Księżny, Krzysztof Szwarc