FOUNDATION'S STATUTE
ABOUT FOUNDATION
The activities of the Włodzimierz Kamiński and Helena Harajda Art of Violin Making Foundation
The Włodzimierz Kamiński and Helena Harajda Art of Violin Making Foundation, based in Poznań, was established to promote, support, and develop the art of violin making and related educational and scientific fields. Operating throughout Poland and abroad, the Foundation conducts cultural activities by organizing artistic events, such as festivals, concerts, and competitions, and by promoting the work of luthiers and musicians. It also supports scientific research in lutherie and its history, acoustics, organology, and dendrochronology, while offering educational development programs for young artists and luthiers.
The Foundation engages in publishing scientific materials, producing and distributing educational content, and organizing conferences and symposia aimed at disseminating knowledge about the art of violin making. By collaborating with cultural and scientific institutions, the Foundation strives to protect national heritage and promote culture at the highest level.
FOUNDATION'S STATUTE
Chapter I. General Provisions
In the event of any legal claims, disputes, or misunderstandings, the definitive reference document shall be the statute in its original Polish language.
§ 1
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The Włodzimierz Kamiński and Helena Harajda Art of Violin Making Foundation, hereinafter referred to as "the Foundation", operates under the Act of April 6, 1984, on foundations, and the provisions of this statute (hereinafter "Statute").
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The Foundation was established by:
1) Sławomir Smól
2) Jan Bartoś
hereinafter referred to as "Founders", by the notarial deed Repertory A No. 10,400/2022 prepared in the Notarial Office of Joanna Maria Lisiecka and Maciej Lisiecki, civil partnership in Poznań, address: J.H. Dąbrowskiego 36/2, on July 21, 2022, where each of the Founders may be called "Founder" individually.
§ 2
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The Foundation is based in Poznań.
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The duration of the Foundation is indefinite.
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The Foundation operates throughout the territory of the Republic of Poland, and where necessary for properly achieving its objectives, the Foundation may also operate outside the borders of the Republic of Poland.
§ 3
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The Foundation has legal personality.
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The Foundation is supervised by the minister responsible for culture and national heritage.
§ 4
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The Foundation uses a seal with the Foundation's identification data.
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The Foundation may use a distinctive graphic sign, which, upon registration, will be subject to legal protection.
§ 5
The Foundation may establish certificates, badges, honorary medals, and award them along with other prizes and distinctions to individuals and legal entities who merit recognition from the Foundation, contributing to the achievement of the Foundation’s objectives.
Chapter II. Objectives and Principles of the Foundation's Operation
§ 6
The Foundation's purpose is cultural, educational, and scientific activity, particularly in supporting, promoting, and aiding the development of artistic violin making and related education.
§ 7
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The Foundation accomplishes its goals for the benefit of the general public through:
a. Promoting the work of contemporary and historical Polish luthiers, both domestically and internationally,
b. Organizing and participating in events promoting luthier-artists and their works, including festivals, concerts, competitions, and instrument exhibitions,
c. Organizing and participating in seminars and scientific symposiums, supporting research and scientific programs in the fields of artistic luthiery, the history of luthiery, instrumentology, acoustics, and dendrochronology,
d. Conducting research in artistic luthiery and its history, as well as related disciplines,
e. Promoting the development of educational institutions in the field of artistic luthiery,
f. Engaging in publishing activities to achieve the statutory goals,
g. Supporting the development and promotion of young Polish artist-luthiers and musicians,
h. Collaborating with cultural institutions, scientific institutions, artistic education facilities, music universities, musical associations, and other foundations with similar statutory goals,
i. Searching for and acquiring instruments and objects related to Polish and European luthiery and music, both domestically and internationally, for research purposes and to showcase their aesthetic and acoustic qualities, as well as operating a rental service for these instruments under regulations specified separately,
j. Supporting initiatives related to the promotion and development of artistic luthiery,
k. Promoting culture, art, the protection of cultural goods, and national heritage.
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The Foundation accomplishes its goals through both non-profit activities for the public benefit and business activities.
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The business activities, as mentioned in item 2, are conducted exclusively in connection with the realization of the Foundation's statutory objectives, and any surplus of revenue over costs related to its operation will be allocated solely to achieving the objectives described in § 7(1).
Chapter III. Assets and Income of the Foundation
§ 8
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The assets of the Foundation consist of a founding fund in the amount of PLN 6,000 (in words: six thousand złoty) and other property acquired by the Foundation in the course of its operation.
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The Founder allocates PLN 3,000 (in words: three thousand złoty) from the founding fund for business activities.
§ 9
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The Foundation's revenues may come from:
a. Donations, legacies, bequests,
b. Grants and subsidies,
c. Collections from public and private events,
d. Income from movable and immovable property,
e. Foundation's assets,
f. Bank interest,
g. Revenues from paid public benefit activities,
h. Business activities.
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All income earned by the Foundation is exclusively allocated for statutory activities.
§ 10
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It is forbidden to:
a. Grant loans or secure obligations with the Foundation's assets in relation to members of the Foundation's bodies, Founders, or persons with whom the members of the Foundation's bodies are married, cohabiting, or related by direct bloodline, collateral bloodline up to the second degree, or are connected by adoption, guardianship, or custodianship, hereinafter referred to as "close persons".
b. Transfer the Foundation's assets to members of the Foundation's bodies, Founders, or their close persons, under different conditions than to third parties, especially if the transfer is made free of charge or under preferential conditions.
c. Use the Foundation's assets for the benefit of members of the Foundation's bodies, Founders, or their close persons, under different conditions than to third parties, unless this use directly stems from the statutory objective of the Foundation.
d. The Foundation purchasing goods or services from entities in which the Founders, members of the Foundation's bodies, or their close persons are involved, on terms different from those applied to third parties, or at prices higher than market prices.
These provisions ensure the Foundation operates in a transparent and legally compliant manner, safeguarding its assets from misuse and ensuring they are used in accordance with its charitable goals.
Chapter IV. Business Activities
§ 11
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The Foundation may conduct business activities under general rules, as specified in separate regulations.
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The Foundation conducts business activities only to the extent that they serve the realization of its statutory objectives.
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The Foundation conducts business activities in the fields of:
a. Publishing activities: PKD 58.11.Z, PKD 58.13.Z, PKD 58.14.Z, PKD 58.19.Z,
b. Activities related to the production and sale of sound and audiovisual recordings, PKD 47.63.Z, 59.11.Z, 59.20.Z,
c. Activities related to the sale of books, periodicals, and other specialized written articles, PKD 47.61.Z, 47.62.Z,
d. Training activities, PKD 85.59.B
e. Activities related to the organization and support of artistic events, PKD 90.02.Z
f. Rental and leasing of musical instruments, PKD 77.39.Z
g. Conducting scientific research in the field of social sciences and humanities, PKD 72.20.Z
h. Professional, scientific, and technical activities, including conducting expertise, confirming authenticity, and developing appraisals of luthiery instruments, PKD 74.90.Z
i. Repair and maintenance of string instruments, PKD 33.19.Z.
These activities are designed to support the Foundation’s mission and expand its impact within the realm of artistic luthiery, while also generating necessary revenue to fund its operations and initiatives.
Chapter V. Authorities of the Foundation
§ 12
Authorities of the Foundation:
a. Founders,
b. Foundation Council, hereinafter referred to as the "Council",
c. Foundation Board, hereinafter referred to as the "Board".
Founders
§ 13
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The Founders are the founders of the Foundation, who are also granted advisory and initiative rights under the Statute.
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Unless the Statute provides otherwise, the Founders act jointly.
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Each of the Founders acquires competence for independent action:
a. In the event of the death of the other Founder,
b. When the other Founder is in a state that precludes conscious or voluntary decision-making and expression of will.
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Each of the Founders may designate in writing a person (proxy) who will be able to perform the function of Founder related to the appointment and dismissal of members of the Council as specified in § 14(5), (6), and (7)b of the Statute, related to the dismissal of a Board member as specified in § 17(5)d of the Statute, and also related to consenting to the resolutions of the Council as mentioned in § 23(3) and § 24(1) of the Statute. Such proxy is valid only while the Founder is and can perform their functions indicated in the Statute.
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The last surviving Founder may appoint a proxy who will perform the functions mentioned in subsection 4 of this paragraph of the Statute, provided that it is stipulated in the proxy that it retains its validity even after the death of the last of the Founders.
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In the event of the death of the last of the Founders, the proxy referred to in subsection 5 of this Statute may renounce their functions exclusively in written form with a notarially certified signature. They may also, in the manner provided in subsection 5 of this paragraph of the Statute, designate in writing another proxy who can perform the function mentioned in subsection 4 of this paragraph of the Statute.
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In the event that the Founders:
a. Are in a state that precludes conscious or voluntary decision-making and expression of will,
b. Have died, and the last of them did not appoint a proxy as mentioned in subsection 5 of this paragraph of the Statute, the rights mentioned in § 14(5) and (6) of the Statute and in § 23(3) and § 24(1) are exclusively vested in the Council.
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The provisions of subsection 7 of this paragraph of the Statute apply correspondingly to another proxy of the Founder indicated, in accordance with subsection 6 of this paragraph of the Statute, as well as to situations where the Founder's proxy has renounced their function without designating another proxy.
Foundation Council
§ 14
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The Council is the supervisory and advisory body of the Foundation.
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The Council consists of 3 to 6 members and is elected for a five-year term. The Council elects from among its members a Chairperson who directs its work.
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The functions of a member and Chairperson of the Council can be held for more than one term.
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The Council is a separate body from the Board of the Foundation and does not report to it in terms of performing internal control of the Foundation or supervision.
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The members of the first composition of the Council, including the first Chairperson of the Council, are appointed by the Founders. Subsequent members of the Council to replace those who have ceased to perform this function or to expand the composition of the Council are appointed by the Council's decision, after consultation with the Founders, presenting them each time with a candidate for the new member of the Council before making the decision to appoint. If no positive agreement with the Founders is reached on the candidacy of a new member of the Council, the Founders may independently appoint a new member of the Council. The Founders also have the right to independently appoint a new member of the Council on their initiative.
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In particularly justified cases, the dismissal of a Council member, and thereby the removal of their membership in the Council, may occur as a result of a resolution unanimously adopted by the remaining members of the Council. Before adopting such a resolution, the Council coordinates its draft with the Founders, who may not consent to its adoption.
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Membership in the Council expires due to:
a. Voluntary resignation, submitted in writing to the Chairperson of the Council,
b. Loss of civic rights as a result of a final court sentence for a crime committed with intent,
c. Death of a Council member,
d. Dismissal of a Council member by the Founders.
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A person convicted with a final sentence for an intentional crime prosecuted ex officio or for a fiscal offense cannot be a member of the Council.
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Persons who are members of the Foundation's Board and are married, cohabiting, related by blood or affinity, or are in a subordinate relationship with members of the Foundation's Board cannot be members of the Council.
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Members of the Foundation Council may receive reimbursement of justified expenses or remuneration for performing functions in such an organ in an amount not higher than the average monthly wage in the enterprise sector announced by the President of the Central Statistical Office for the previous year.
§ 15
The tasks of the Council include in particular:
a. Defining the main directions of the Foundation's activities,
b. Supervision and control over the activities of the Foundation, especially the control of the financial condition of the Foundation,
c. Approving annual reports of the Board on the activities and granting discharge to the Board,
d. Appointing and dismissing members of the Board, including the President of the Board,
e. Making decisions about changes to the Statute of the Foundation,
f. Making decisions about merging with another foundation or about the liquidation of the Foundation,
g. Making decisions in all other matters not reserved to the competences of other bodies.
§ 16
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The Council of the Foundation meets at least once a year.
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The Council of the Foundation is convened by the Chairperson of the Council on their own initiative or at the request of the Board, submitted in writing or in documentary form. Information about the meeting of the Council must be delivered to the other members of the Council in writing or in documentary form at least 14 days in advance.
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The Council of the Foundation makes decisions in the form of resolutions by a simple majority of votes, unless the Statute provides otherwise. In the event of an equal number of votes, the Chairperson's vote decides.
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A meeting of the Council may be convened in an extraordinary manner:
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At the initiative of the Board or
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On a written or expressed in documentary form request of the Chairperson or
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On a written or expressed in documentary form request of at least two of its members for the consideration of a matter of a special nature.
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An extraordinary meeting of the Council should be convened no later than 14 days from the date of submission of the request. Information about the meeting of the Council must be delivered to the other members of the Council in writing or in documentary form at least 7 days in advance.
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Each of the ordinary members of the Council has one vote.
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The meetings of the Council are chaired by the Chairperson.
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Members of the Council may agree on detailed rules for communication in documentary form in a separate Regulation. In the absence of such agreements, it is assumed that communication will take place via email.
Foundation Board
§ 17
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The Foundation Board consists of 3 to 5 people, including the President, appointed by the Foundation Council for a five-year term.
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The President of the Board is elected by the Board from among its members.
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The functions of a member and President of the Board can be held for more than one term.
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The first composition of the Board and the first President are appointed by the Founders.
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Membership in the Board ceases due to:
a. Submission of a written resignation to the Foundation Council,
b. Loss of civic rights as a result of a final court sentence for a crime committed with intent,
c. Death of a Board member,
d. Dismissal of a Board member by the Founders.
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The Foundation Board in its entirety or its individual members may be dismissed by the Foundation Council before the end of the term by a resolution adopted unanimously by all members of the Council.
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A person convicted with a final sentence for an intentional crime prosecuted ex officio or for a fiscal offense cannot be a member of the Board.
§ 18
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The Board directs the activities of the Foundation and represents it externally.
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The competencies of the Board include:
a. Managing the current activities of the Foundation,
b. Achieving statutory goals,
c. Preparing work plans and budgets,
d. Managing the assets of the Foundation,
e. Representing the Foundation externally,
f. Employing staff and determining their remuneration,
g. Submitting a proposal to the Council of the Foundation for changes to the Statute,
h. Proposing to the Council of the Foundation a merger or liquidation of the Foundation.
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The Board is required to submit an annual report on the activities of the Foundation to the Council every year.
§ 19
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Meetings of the Board are held as needed, but not less frequently than once every six months.
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Meetings of the Board are convened by the President, sending information in writing or in documentary form, at least 7 days before the planned meeting.
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All members of the Board must be informed about the meeting.
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The Board makes decisions by resolutions with a simple majority of votes, in the presence of at least half of the members of the body, unless further provisions of the Statute provide otherwise. In the event of an equal distribution of votes, the President's vote decides.
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Members of the Board may agree on detailed rules for communication in documentary form in a separate Regulation. In the absence of such agreements, it is assumed that communication will take place via email.
Means of Remote Communication
§ 20
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Founders, Members of the Council, and the Board may vote using electronic communication means, provided that the notification of the meeting of the body must clearly state that the meeting can take place using electronic communication means along with a description of the method of participation and exercising the right to vote.
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The use of electronic communication means in voting at meetings of the bodies of the Foundation takes place ensuring at least:
a. Real-time transmission of the meeting proceedings;
b. Two-way communication in real time, within which a member of the Foundation body can speak during the proceedings;
c. Executing voting rights personally or through a proxy before or during the meeting.
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The above regulations do not exclude the possibility of personal participation of members of the Foundation's bodies in meetings. All agreements with the Founders may occur in documentary form unless the Statute provides otherwise.
Method of Representation and Incurring Financial Obligations
§ 21
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Any member of the Board may independently represent the Foundation externally.
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In financial matters, the signature of the President of the Board is required.
Chapter VI. Final Provisions
§ 22
Changes to the Foundation's statute are made by the Foundation Council with an absolute majority of votes, in the presence of at least half of the members eligible to vote. Changes to the Statute cannot affect the objectives specified in the founding act.
§ 23
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The Foundation may merge with another foundation to effectively achieve its goals.
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A merger with another foundation cannot occur if it would result in a significant change to the Foundation's objective.
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In matters of merging with another foundation, the decision is made by the Foundation Council with an absolute majority of votes, in the presence of at least half of the members eligible to vote. Before adopting the resolution to merge the Foundation with another foundation, the Council coordinates its draft with the Founders, who must give their consent in writing, and this consent is required for the validity of the resolution.
§ 24
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The decision to dissolve the Foundation is made by the Council, with an absolute majority of votes, in the presence of at least half of the members eligible to vote. Before adopting the resolution to dissolve the Foundation, the Council coordinates its draft with the Founders, who must give their consent in writing, and this consent is required for the validity of the resolution.
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Upon the dissolution of the Foundation, the Board notifies the minister responsible for culture and national heritage.
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The financial resources and assets remaining after the dissolution of the Foundation may be designated by a resolution of the Foundation Council for the benefit of organizations with similar objectives operating within the territory of the Republic of Poland.