Foundation called the Open Dialog Foundation (Polish name – “Fundacja Otwarty Dialog”, hereinafter referred to as the Foundation), established by
(hereinafter referred to as the Founder) according to the notary act of December 9, 2009 made by Notary Krzysztof Młynarski in the city of Kraśnik; and acts in compliance with the Law On Foundations of April 6, 1984 (Dz. U. z 1991 r. nr 46 poz. 203, z późniejszymi zmianami // Newsletter of Normative Acts of 1991, No. 46, para. 203, amended), and on the basis of the present Charter.
The Foundation is a legal entity.
The headquarters of the Foundation is located in the city of Lublin.
- The Foundation’s activity encompasses the territory of the Republic of Poland.
- In order to implement its statutory objectives the Foundation has the right to perform its activities outside the Republic of Poland.
- The Foundation has the right, if necessary, to establish affiliates and representative offices outside the area of headquarters’ location, and has the right to start other legal entities.
- The Foundation can use its name as translated into other languages.
The operation period of the Foundation is unlimited.
Based on its statutory objectives the Foundation is subordinated to the Foreign Ministry of the Republic of Poland.
Objectives and Principles of Activities of the Foundation
Objectives of the Foundation are:
1. Supporting activities aimed at the development of civic society in Poland and in other developing democracies.
2. Education, research and cultural activity related to public and economic movements working toward the development of civic society.
3. Supporting the development of education.
4. Creating international missions for observing elections on various state levels.
5. Dissemination and implementation of the verified strategies and methods to support the development both on the local and international level.
6. Activity aimed at building partnership between Poland and other states.
7. Dissemination and support of activities aimed at the integration of developing democracies into other subjects of international law.
8. Initiating, dissemination and supporting the activities aimed at changes in culture and society, which provide equal possibilities for intellectual, professional, social and cultural development.
9. Dissemination and support of the initiatives to develop student government in Poland and abroad.
The Foundation implements its objectives by means of:
- Popularizing and promoting democratic values and ideas of civic society.
- Carrying out empirical research and statistical analysis.
- Establishment and using mass media.
- Organizing and holding trainings and classes for companies, institutions, self-government bodies, civil movements and other NGOs.
- Organizing and holding consultations, coaching services for employees of companies, institutions, self-government bodies, civil movements and other NGOs.
- Organizing events, conferences, seminars, exhibitions, promotion campaigns and concerts.
- Publishing activity.
- Setting up scholarship funds and starting scholarship programs.
- Financing scholarships for children, young people and endowed students or for those in a difficult financial situation.
- Organizing camps, summer schools, tours, sports and tourist events.
1. In addition to implementing its own initiatives the Foundation also cooperates with other institutions, organizations and individuals to achieve their common statutory tasks. Such cooperation may have a form of organizational support, partial or full funding of the initiative, or assistance in raising the funds from a different source.
2. The Foundation implements its statutory objectives through membership in organizations that unite Polish and foreign foundations of the same or similar statutory objectives.
3. In order to implement its statutory objectives the Foundation has the right to initiate and participate in cases examined by judicial bodies or state authorities as an NGO under the current legal norms.
4. The Foundation with its activity by no means is to substitute state authorities in their performance of their statutory obligations.
The Foundation’s Property and Income
The Foundation’s capital is comprised of:
- The statutory fund – a monetary contribution of the Founder equal to 10 000.00 PLN (ten thousand złoty).
- Monetary funds, securities, real estate, moveable assets and other property rights acquired by the Foundation in the course of operation.
The Foundation’s income is comprised of:
a) donations and subsidies;
b) dotations and grants;
d) income from fundraising, lotteries and other public events organized by the Foundation based on the permits received;
e) revenues from the Foundation’s capital;
f) other incomes and revenues.
The funds, owned by the Foundation or received by it, may be only used to implement statutory objectives. These funds cannot serve as a profit source for the Founder.
The Foundation shall take into account donor’s will if this does not violate the current legislation or objectives of the Foundation.
The following activity is prohibited:
a) giving out loans or liability security with the Foundation’s funds to the members of the Foundation, members of its managerial body or employees, their spouses or direct relatives, as well as people related to the employees such as adopted children or children under guardianship (hereinafter referred to as family);
b) transfer of the Foundation’s capital in favor of the members of the Foundation, members of its managerial body or employees, as well as their families, on other grounds than those applied to third persons, moreover if such transfer is free of charge or prioritized;
c) using the Foundation’s capital in favor of the members of the Foundation, members of its managerial body or employees, as well as their families, on other grounds than those applied to third persons, except when this is directly related to the organization’s statutory objectives;
d) purchasing on special terms goods or services from subjects employing members of the Foundation, members of its managerial body or employees, as well as their families.
Management of the Foundation
The management of the Foundation is performed by:
a) Board of the Foundation;
b) Managing Committee of the Foundation.
Board of the Foundation
- Board of the Foundation is a body which makes decisions, monitors the activity and assesses the work of the Foundation.
- Board of the Foundation may contain two to seven people.
- The Founder appoints members of the first Board and approves the composition of the Board: Bartosz Kramek – Head of the Board, Damian Zbigniew Tomasik – Member of the Board. The Board with its decision may appoint other members of the Board in place of people who relinquished their duties on the Board, or to expand the composition of the Board.
- In the event of death, resignation or recall of a member of the Board, the decisions of the Board, including those introducing changes to the Charter, shall be in force only if there are at least 2 members of the Board. If there is only one member of the Board, he is obliged within 3 months to expand the composition of the Board to achieve the required minimum of members.
- The Board during its meeting elects and dismisses the Managing Committee, appoints its Head, hereinafter referred to as the Head of the Foundation, as well as sets up reward principles for Managerial Committee members, and approves the limits of their powers.
The Board of the Foundation determines overall directions of the Foundation’s activity and also performs other functions stipulated by the present Charter.
- Meetings of the Board take place on the initiative of its members whenever necessary but no less than once a year. The meeting is convened by the Head of the Board.
- The decisions of the Board are taken by the majority of votes on condition that at least half of the Board members are present at the meeting, and if the votes divide equally, the casting vote belongs to the Head of the Board.
- The decision to appoint or to recall a member of the Board is taken by the Board of the Foundation by the majority of votes in a secret ballot in the presence of the Head. If a member of the Board is absent at the meeting, he can transfer his powers to another member in writing.
- Invited by the Board of the Foundation, the meeting can be observed by the Head of the Managing Committee and other guests.
Among the objectives of the Board of the Foundation are:
- Appointing the Head of the Managing Committee and members of the Managing Committee of the Foundation, as well as their dismissal.
- Assessing the work of the Managing Committee, listening to annual reports by members of the Managing Committee.
- Monitoring current activity of the Managing Committee.
- Determining major directions of the Foundation’s activity.
- Monitoring the Foundation’s activity.
- By request from the Managing Committee, taking decisions on consolidation with other Foundations or on the dissolution of the Foundation.
Managing Committee of the Foundation
1. The Managing Committee:
§ represents the Foundation outside its premises;
§ manages the Foundation’s property;
§ accepts subsidies, donations, legacies;
§ creates and dismisses structural divisions of the Foundation.
2. The term of office for the Managing Committee is three years from the day of its election. The Managing Committee may perform its duties for more than one term.
3. A month before the end of the term the Managing Committee shall write an account of its activity and present it to the Board of the Foundation.
4. The Board of the Foundation shall approve the annual account of the Managing Committee.
If the Managing Committee consists of multiple members, all decisions shall be taken by a simple majority of votes on condition that at least half of the Managing Committee members are present at the meeting. If the votes divide equally, the casting vote belongs to the Head of the Managing Committee.
Representation of Interests.
- The announcement of the official claims on behalf of the Foundation shall be made, in compliance with para. 2, by two members of the Managing Committee acting together.
- Any claims on behalf of the Foundation about hiring employees or on issues unrelated to monetary obligations over 10 000 (ten thousand) złoty, may be made by the Head of the Managing Committee single-handedly.
Transitional and Concluding Provisions
The Board of the Foundation keeps the right to introduce changes into the present Charter and objectives of the Foundation listed herein. Any changes shall come into force by the decision of the Board of the Foundation if it was voted in favor by at least ¾ of its members.
- The Board of the Foundation shall take a decision on the Foundation’s dissolution.
- The property left upon dissolution of the Foundation shall be transferred to another foundation or organization with similar objectives.
- The decision on the dissolution of the Foundation shall be taken by the Board of the Foundation, if it was voted in favor by at least ¾ of its members.