Statute of the ICAD Foundation

I. General provisions

§ 1

The ICAD Foundation, hereinafter referred to as the “Foundation”, was established by a notarial deed drawn up at the Notary’s Office: Radosław Pauter, Notary’s Office in Wrocław, ul. Wita Stwosza No. 15, apartment No. 7 on 01. 07. 2013 by the founders: Ms. Edyta Tyc, Ms. Dominika Springer and Ms. Katarzyna Pieruń.

§2

The headquarters of the Foundation is the city of Katowice.

§3

The Foundation operates in the territory of the Republic of Poland and abroad in accordance with Polish law and the law in force in the area of operation.

§4

The Foundation is established for an indefinite period.

§5

The Foundation has legal personality. The Foundation may use a seal with the name and address of the Foundation in accordance with applicable law. The Foundation may use the name in short: ICAD. For the purposes of cooperation in the territory of the Republic of Poland, the Foundation may use the name in Polish – Foundation International Centre for Support and Development. Foundations may also use translations of their name in other languages.

§ 6

To perform its statutory tasks, the Foundation may create permanent and temporary field offices in Poland and abroad.

§ 7

Superintendence over the Foundation belongs to the minister competent for foreign affairs.

II. Foundation’s aims

§8

The main purpose of the foundation is to help and support people who, as a result of war and social conflicts, natural disasters, social divisions, low level of economic development and poverty, social injustice, lack of education or other factors – are in a life threatening situation or have difficulties or prevented normal functioning, as well as care for the sustainable development of the natural environment and activities for the public good in the field of culture and art and protection of cultural heritage. The activity applies to regions both within the territory of the Republic of Poland and abroad.

§9

The main objective is supported by specific objectives:
1. providing humanitarian aid,
2. implementing development assistance,
3. supporting social groups in need,
4. equalizing social opportunities and counteracting social exclusion,
5. promoting human rights and activities for them,
6. commitment to solving global problems,
7. shaping civic attitudes among children, adolescents and adults; support for volunteering,
8. environmental protection,
9. documenting cultural heritage of the past and contemporary art,
10. supporting and inspiring initiatives for the protection of cultural heritage,
11. education and dissemination of knowledge about culture and art and cultural heritage,
12. supporting and initiating undertakings aimed at increasing awareness of the value of culture, art and cultural heritage, together with its protection,
13. promoting Polish culture and the cultural tradition of other nations and ethnic groups,
14. presenting and popularizing the cultural diversity of Polish, European and other parts of the world,
15. inspiring and initiating intercultural dialogue and artistic exchange between nations, ethnic groups, local groups and cultural minorities,
16. inspiring and organizing various forms of international artistic exchange and intercultural dialogue and supported e mobility of creators to carry out their own and joint artistic projects,
17. popularization and broadly understood promotion of new ideas in culture and art,
18. creating conditions for the development of the creativity of young artists, both professionals and amateurs,
19. equalizing educational opportunities and access to culture and art in marginalized areas.

§10

The objectives set out in § 8 and § 9 are met by the Foundation by:
1. researching, collecting and analysing information on the needs of assistance, both within the Republic of Poland and abroad,
2. collecting, transporting and distributing humanitarian aid,
3. organization of public collections,
4. creation of permanent and temporary assistance centres, supporting other assistance centres,
5. conducting trainings, conducting development and humanitarian education,
6. organizing cultural and educational events, information campaigns, mass events,
7. conducting scientific activities and its support,
8. conducting publishing, film, radio, television and multimedia production; cooperation with media from Poland and abroad, whose aims are convergent with the objectives of the Foundation,
9. creating film recordings, including augmented reality VR (virtual reality) films, sound recordings and photographs related to culture and art as well as protection of cultural heritage;
10. digitization of cultural and art goods by recording film materials, augmented reality films, creating audio records, photography, scanning (including a 3D scanner) of documents, photographs, images and other objects, based on the highest six standards in this field,
11. creation of comprehensive archives of digitized elements of cultural and art goods,
12. initiating and organizing research in Poland and abroad, related to the broadly understood protection of cultural goods,
13. developing, publishing, distributing and distributing printed publications and e-books and audiobooks on the Foundation’s statutory activity,
14. creation and implementation of educational programs related to the dissemination of the idea of culture, art and protection of cultural heritage,
15. organization of concerts, festivals, workshops, exhibitions and meetings presenting and promoting culture and art, and protection of cultural heritage in Poland and in the world; initiating cultural animation activities,
16. cooperation with other organizations of a similar profile and cultural and educational institutions,
17. publishing and disseminating educational and promotional materials on culture and art, as well as protecting cultural heritage in Poland and abroad,
18. initiating other forms of activity serving the Foundation’s goals,
19. organizing trainings, conferences, seminars related to the Foundation’s statutory activity,
20. participation in undertakings consistent with the Foundation’s statutory objectives,
21. supporting initiatives aimed at the Foundation’s statutory objectives,
22. cooperation with all types of institutions and companies , aimed at achieving the statutory objectives of the Foundation.

III. Foundation assets and income

§11

The Foundation’s assets constitute the founding fund in the amount of PLN 2,000 (two thousand zlotys) and other property acquired by the Foundation in the course of its operation.

§12

1. The Foundation’s income is:
a. Further in-kind benefits, as well as cash benefits provided by the founders,
b. cash and in-kind donations, inheritances, shares and bonds as well as other domestic and foreign subscriptions,
c. subsidies, subsidies and other funds granted for implementation of specific projects by other foundations, natural and legal persons, as well as state and local government institutions, both domestic and foreign,
d. funds transferred to the Foundation under tax deductions,
e. various revenues from public donation, including public collections,
f. interest and profits on funds and securities deposited in banks,
g. income and profits from the Foundation’s business.
2. The foundation’s assets may be invested in bank accounts and securities.

§13

1. It is forbidden to:
a. grant loans or secure liabilities with the Foundation’s property in relation to its members, members of bodies or employees and persons with whom the employees are married, or in a relationship of kinship, affinity, or are associated with adoption, custody or guardianship, hereinafter referred to as “close relatives”,
b. transferring the Foundation’s assets to their members, members of bodies or third parties, in particular if the transfer is free or on preferential terms,
c. using the property for the benefit of members, members authorities or employees and other close relatives on terms other than in relation to third parties, unless this use directly results from the statutory purpose of the organization,
d. purchases on special terms of goods or services or entities in which the members of the organization participate, its members authorities or employees once their relatives.

IV Foundation authorities

§14

The authorities of the Foundation are the Management Board of the Foundation.

§15

1. The Foundation Board consists of three to five people, including the President of the Foundation, appointed by the outgoing Foundation Board.
2. The Board of the Foundation is the governing body of the Foundation, which manages its activities and represents it outside.
3. The Management Board consists of: the function of a member of the Management Board may be performed for more than one term of office.
5. The first Board is appointed by the Founders. Founders may be members of the Foundation Board.
6. Members of the Management Board perform their functions free of charge. Board members may be employees of the Foundation.
7. The first term of the Foundation Board lasts two years, and each subsequent four years. It is possible to extend the composition of the Management Board during the term of office.
8. The composition of the Management Board may be expanded as a result of a Management Board resolution adopted by a majority of all members of the Management Board.
9. Membership in the Management Board expires as a result of:
a. Submission of a written resignation to the President of the Management Board,
b. Loss of civil rights as a result of a conviction by a final court judgment of an offense committed with intentional fault,
c. Long-term illness preventing him from performing the function of a Member of the Management Board,
d. a material breach of the Foundation’s statute,
e. the death of a member of the Board.
10. The work of the Management Board is managed by the President of the Management Board.

§16

The competences of the Foundation’s Management Board include:
1. representing the Foundation outside, performing legal acts on its behalf and granting powers of attorney to perform such activities,
2. managing the current operations of the Foundation,
3. achieving statutory objectives,
4. determining the directions and programs of activities to achieve the objectives of the Foundation,
5. creating funds and determining their management principles,
6. managing the funds and assets of the Foundation,
7. incurring obligations and concluding contracts,
8. preparing reports on the activities of the Management Board and the Foundation, and approving balance sheets for each year of the Foundation’s activity,
9. establishing national and foreign offices and mine managers,
10. determining the remuneration of the Foundation’s employees,
11. electing the President of the Management Board and the Secretary of the Management Board.

§17

The Foundation Board will work in the following mode:
1. Board meetings are held as needed, but at least once every six months.
2. Meetings of the Management Board are convened by the President, sending information about the date by e-mail, and in the absence of such a possibility by registered mail at least 3 days before the planned meeting.
3. All members of the Management Board must be informed about the meeting.
4. The Management Board shall make decisions by means of resolutions by a simple majority of persons, unless further provisions of the statute provide otherwise. In the event of an even distribution of votes, the vote of the President of the Management Board shall prevail.
5. Meetings of the Foundation’s Board may take place via teleconference or video conferencing, provided that an appropriate memorandum of understanding is maintained. 6. Members of the Management Board may receive remuneration based on the principles set out by the Founders.

V. Representation method:

§18

1. Declarations of will on behalf of the Foundation are made by one member of the Management Board

VI. Merger with another foundation:

§19

1. The Foundation may merge with another foundation for the effective implementation of its targets.
2. A merger with another foundation may not take place if it could significantly change the purpose of the Foundation.

VII. Change of purpose and Statute of the Foundation

§20

A resolution to change the purpose or the Statute is adopted by the Management Board unanimously in the presence of all members of the Management Board.

VIII. Suspension of the foundation’s activities

§21

1. The Foundation’s activities may be suspended for one calendar year.
2. The decision to suspend the Foundation’s bravery is taken by the Management Board unanimously in the absence of objections from the Founders.
3. This decision may be extended for another calendar year by the decision of the Management Board in the absence of objections of the Founders.

IX. Liquidation of the Foundation

§22

The Foundation is liquidated in the cases specified in the Act on foundations.

§23

Decisions on the dissolution of the Foundation are made by the Foundation Board with the consent of the Founders.

§24

In the event of the dissolution of the Foundation, the current Board of the Foundation will be its liquidator. The Foundation Board may appoint another liquidator of the Foundation by way of resolution.

§25

The assets of the Foundation after its liquidation should be transferred to Polish institutions whose activities are convergent with the objectives of the Foundation, indicated by the Foundation Board.

§27

The Foundation’s Management Board notifies the competent Minister about the liquidation of the Foundation.