General provisions

§1

The Nicholas Rey Foundation, hereinafter referred to as the ‘Foundation,’ was established by a notarial deed at the Notary’s Office in Warsaw, located at Al. Solidarności 75/35, before the notary assessor Tomasz Cygan, acting as a substitute for notary Edward Podgórski, on May 6, 1993, by Robert David Gamble, son of Clarence James, residing at 32 Everett St., Boston, Mass. 02136, U.S.A., identified by U.S. passport No. G564157, hereinafter referred to as the ‘Founder’.

§2

The Foundation has legal personality and operates in accordance with the provisions of the Act of April 6, 1984, on foundations (Journal of Laws No. 21, item 97, as amended in Journal of Laws No. 46, item 203 of 1991) and the provisions of this statute.

§3

The registered office of the Foundation is the Capital City of Warsaw.

§4

1. The Foundation operates within the territory of the Republic of Poland.
2. In order to effectively achieve its statutory and economic goals, the Foundation may also conduct activities outside the borders of the Republic of Poland.

§5

The duration of the Foundation is unlimited.

§6

For the purpose of international cooperation, the Foundation may use its name in a foreign language.

§7

The Foundation uses a round seal with the inscription ‘Fundacja im. Mikołaja Reja’ or ‘The Nicholas Rey Foundation’.

§8

The Foundation may establish badges, medals, and honorary titles, and award them along with or in addition to other distinctions to natural and legal persons who have contributed to the realization of the Foundation’s goals.

Foundation Objectives

§9

The aim of the Foundation is to support the comprehensive development of Polish society, its culture and art, education and upbringing, as well as the economy and science.

§10

The objectives of the Foundation are achieved through:

1. Financial support (grants, loans, donations, awards, and scholarships) :

  1) publishing or financing the printing of specific books or publications related to shaping and developing human psychology, such as addiction issues (e.g. alcohol, drugs, overeating, sex, gambling, etc.), depression issues and coping with life, education on proper child rearing, family assistance, human relations with others and the immediate environment, and the development of democracy in Poland,

   2) radio and television stations that operate independently of political influence, with their main goal being to highlight universal human issues,

   3) programs and initiatives aimed at the well-being of individuals, such as addiction issues (e.g. alcohol, drugs, overeating, sex, gambling, etc.), depression issues and coping with life, education on proper child rearing, family assistance, human relations with others and the immediate environment, education in the field of alcoholism and other addictions, and the development of democracy in Poland,

   4) training individuals in the country and abroad in the field of alcoholism and other addictions.

1a. Implementing programs specified in point 1 item 3) and 4) either directly by the foundation or by outsourcing their implementation to other institutions.

1b. Providing donations to natural and legal persons:

1. a) for scientific, scientific-technical, educational, educational-upbringing, cultural, physical culture and sports, health protection, and social assistance for disabled individuals, as well as assistance to victims of natural disasters such as floods, fires, etc.
2. b) for religious worship and charitable-care activities, public safety, national defense, environmental protection, and charitable purposes.
3. Collaboration with institutions and organizations, as well as natural persons, in the country and abroad whose objectives may align with the tasks of the Foundation.
4. Conducting economic activities as specified in §24 and in the annex to the statute.

The Organs of the Foundation

§11

The organs of the Foundation are:

1. Founder.
2. The Board of the Foundation.

§12

Founder determines the actions of the Foundation through:

1. Setting priorities and determining the scale of program funding.
2. Appointment of the Foundation’s Board and making changes to its composition.

(3. Deleted.)

4. Approval of the Board of the Foundation’s regulations.

(5. Deleted.)

6. Adopting the annual reports of the Foundation’s Board and granting it a discharge.

7. Making amendments to this statute.

§13

The Founder makes decisions regarding the operation of the foundation (§12) at meetings with the Foundation’s Board and after hearing its opinions. Meetings take place no less than twice a year.

§14

1. In the event of the Founder’s death, the rights associated with the election of the Foundation’s organs, as well as all related obligations specified in the statute, shall be assumed by the first heir or the person designated by the Founder in the will.
2. The Founder may, during their lifetime, renounce their status as the Founder, simultaneously appointing a new Founder in their stead. The change of the Founder requires a written form.

§15

1. The Board of the Foundation represents the Foundation in court and out of court.
2. The Board consists of one or more individuals appointed indefinitely by the Founder.
3. The President leads the work of the Board.
4. The Founder may dismiss the entire Board or individual members thereof in case of actions that are in flagrant contradiction with the objectives of the Foundation, provisions of the Foundation’s Statute, or legal regulations.

§16

The President of the Board alone or two Board Members together are authorized to make statements regarding property and non-property rights, as well as to sign commitments on behalf of the Foundation.

§17.

The duties and powers of the Board include:

1. Directing and managing the activities of the Foundation.
2. Managing the financial and accounting matters of the Foundation.
3. Preparing programs, plans, and schedules for the Foundation’s activities.
4. Hiring and dismissing employees, as well as determining their remuneration for work.
5. Accepting grants, donations, legacies, or bequests on behalf of the Foundation.
6. Establishing and dissolving branches of the Foundation and other organizational units.
7. Signing contracts and commitments on behalf of the Foundation.
8. Presenting annual reports on the activities of the Foundation to the Founder.

§18

The Board is obliged to manage the assets of the Foundation and perform its duties with due diligence, while adhering to the statute and resolutions of the Founder, in a manner consistent with the law.

§19

( Deleted.)

§20

(Deleted.)

The Assets of the Foundation.

§21

The assets of the Foundation consist of:

1. The initial capital in the amount of 20,000,000 PLN (in words: twenty million Polish zlotys), contributed by the Founder in accordance with the Notarial Deed establishing the Foundation.
2. Financial resources, property rights, real estate, and movable assets acquired by the Foundation in the course of its operations.
3. Funds originating from domestic and international donations, legacies, and bequests,
4. Subsidies from legal entities.
5. Proceeds from collections and public events.
6. Revenues from immovable and movable property.
7. Income from business activities conducted by the Foundation.

§22

Funds from grants, donations, inheritances and bequests may be used to achieve all of the Foundation’s objectives, unless the donors decide otherwise.

§23

The Foundation conducts financial management and accounting in accordance with the regulations applicable to legal entities.

§24

1. The Foundation may conduct business activities in Poland and abroad as specified in the annex to this statute.

2. The income obtained from business activities is intended for the implementation of the Foundation’s statutory objectives and the development of business activities in accordance with §12, section 1 and §13.

§25

1. In order to conduct business activities, the Foundation may create branches and other organizational units and join a company.

2. Detailed rules of operation of these separate economic units of the Foundation are determined by the Management Board, which is obliged to supervise them and appoints and dismisses the managers of these units.

Final Provisions.

§26

An amendment to this statute may not limit the essential objectives of the Foundation.

§27

In the event of adopting a resolution on the liquidation of the Foundation, the Founder appoints its liquidator(s), of which the Registry Court is notified.

§28

The assets after the liquidation of the Foundation are allocated for the purposes specified in §9 of the statute.

Warsaw, November 9, 2013.

Annex to the Statute

The Nicholas Rey Foundation

Scope of Economic Activity

The Nicholas Rey Foundation

The subject of economic activity of the Foundation according to the Polish Classification of Activities (PKD-2007) is:

58. – Publishing Activity.
59. – The activity related to the production of films, video recordings, television programs, sound recordings, and music is known as “Audiovisual and Music Production.”
60. – The activity of broadcasting both public access and subscription-based programs is referred to as “Broadcasting of Public and Subscription Programs.”
61. – The activity related to software development and IT consulting, as well as related activities, is known as “Software Development and IT Consulting Services.”
62. – The activity of providing information services.
63. – Real Estate Market Operations.
64. – Legal, Accounting, and Tax Advisory Services.
65. – Head offices activity; management consulting.
66. – Scientific Research and Development Work.
67. – Advertising, Market Research, and Public Opinion Polling.
68. – Other Professional, Scientific, and Technical Activities.
69. – The activity of tour operators, intermediaries, and travel agents, as well as other service activities related to reservations and associated activities.
70. – The activity related to administrative office support and other business support activities.
71. – Education.
72. – Healthcare.
73. – Social Assistance without Accommodation.
74. – “Creative Activity Related to Culture and Entertainment.

The profits obtained from the Foundation’s business activities will be allocated for charitable purposes in accordance with §10 of the Statute, as well as for the development of the Foundation.

Warsaw, November 9, 2013.