CONSOLIDATED TEXT OF THE CHARTER OF THE ING POLISH ART FOUNDATION
CHAPTER I
General Provisions
§ 1
The Founders of the ING Polish Art Foundation, hereinafter referred to as the Foundation, are the following Companies:
1.
ING Bank N.V., with its registered office in Amsterdam (the Netherlands) at Strwainskylaan 2631,
2.
ING Bank Śląski S.A. (previously acting under the business name of Bank Śląski S.A.), with its registered office in Katowice, at ul. Sokolska 34,
3.
ING Towarzystwo Ubezpieczeń na Życie Polska S.A. (previously acting under the business name of Towarzystwo Ubezpieczeń na Życie Nationale Nederlanden Polska S.A.), with its registered office in Warsaw, at ul. Ludna 2,
4.
ING Lease (Polska) Sp. z o.o., with its registered office in Warsaw, at Pl. Trzech Krzyży 10/14,
5.
ING Investment Management (Polska) S.A. (previously acting under the business name of ING BSK Asset Management S.A.), with its registered office in Warsaw, at Pl. Trzech Krzyży 10/14,
6.
ING Real Estate Development Sp. z o.o. (previously acting under the business name of ING Real Estate Sp. z o.o.), with its registered office in Warsaw, at ul. Złota 59.
§ 2
The Foundation has legal personality.
§ 3
The seat of the Foundation is the city of Warsaw.
§ 4
1.
The territory of the Foundation activity is the territory of the Republic of Poland.
2.
Where justified by the needs of pursuing its goals, the Foundation may also act outside the territory of the Republic of Poland.
§ 5
The Foundation may create its branches, offices, foreign offices, as well as become a partner in companies and foundations.
§ 6
The Foundation may establish badges and medals of honour and award them, together with other prizes and distinctions, to the natural and legal persons for their merits to the Foundation goals and to the Foundation itself.
§ 7
The Foundation may use a round seal with an inscription in the rim, which specifies its name and registered office.
§ 8
The Foundation does not run a business activity.
CHAPTER II
Foundation Goals and Principles
§ 9
The Foundation was established to support development of Polish art.
§ 10
While supporting artists acting in the area of visual arts, the Foundation pursues its goal by:
1.
organizing and financing:
- art exhibitions,
- grants and prizes for artists,
- conferences, seminars, events and competitions in Poland and abroad,
- information and publishing activities,
- other activities pursuing the goal of the Foundation.
2.
creating collections of pieces of modern art created after 1990.
3.
cooperating with state and local government institutions, as well as non-government organizations acting in the territory of the Republic of Poland, as regards the goals of the Foundation.
4.
cooperating with foreign institutions and organizations, as regards the goals of the Foundation.
5.
gathering artists, critics, art lovers and foreign representations around the goal of the Foundation.
§ 11
In order to achieve its goals, the Foundation may support activities of other legal persons and natural persons, whose activity is similar to the goal of the Foundation.
CHAPTER III
The Property and Income of the Foundation
§ 12
The property of the Foundation is its initial fund in the amount of PLN 9,000 (in words: nine thousand zlotys), specified and described in the notary deed of the Foundation establishment, dated 14 March 2000, drafted by Notary Public Andrzej Przybyła in the Notary’s Office in Warsaw at ul. Wspólna 65/21, Register No. 982/2000.
§ 13
The Foundation is responsible for its liabilities with all its property.
§ 14
The sources of the Foundation’s income include:
1.
donations from the Founders and Donors, as well as donations, inheritances and bequests of the natural persons,
2.
income form public money collections,
3.
interest form the bank deposits,
4.
property rights and benefits and income from the said rights.
§ 15
The income from the sources listed in § 14 may be used to carry out all goals of the Foundation, unless the donors specified otherwise.
CHAPTER IV
Bodies of the Foundation
§ 16
The bodies of the Foundation include:
The Council of Donors,
The Council of the Foundation,
Management Board.
§ 17
1.
The Council of Donors consists of entities which declared permanent readiness to give donations to the Foundation, as determined by the Council of the Foundation, and were appointed to the Council of Donors by the resolution of the Council of the Foundation.
2.
Should the Donor cease to finance the Foundation, the Council of the Foundation is entitled to remove the Donor from the Council of Donors.
§ 18
1.
The Council of the Foundation consists of persons designated by the Founders and members of the Council of Donors. Each of the Founders (with the exception of ING Bank Śląski S.A., which has the right to designate 5 (five) representatives in the Council of the Foundation) and each member of the Council of Donors has the right to designate one representative in the Council of the Foundation.
2.
The Council of the Foundation has the initiative, consultative and supervisory rights.
3.
The Council of the Foundation elects the President of the Council from among its members by an ordinary majority of votes.
4.
The Council of the Foundation works during meetings held at least two times in a year.
5.
The meetings of the Council of the Foundation are summoned by the President of the Council or the President of the Management Board.
6.
A representative of the Management Board may be invited to the meeting of the Council of the Foundation.
§ 19
1.
Resolutions of the Council of the Foundation are passed by an ordinary majority of votes, regardless of the number of present members. Should the number of votes be the same, the vote of the President prevails.
2.
The Council of the Foundation may also pass the resolutions by circulation or with the use of the electronic mail.
3.
The competence of the Council includes:
- setting the principles, strategy and policy of the Foundation,
- providing its opinion on the matters submitted by the Management Board,
- controlling and assessing performance of the Management Board,
- examining and approving the annual reports of the Management Board,
- passing resolutions regarding the participation of the Founders and Donors in financing the activities of the Foundation
- appointing and removing members of the Management Board,
- appointing and removing members of the Council of Donors,
- passing resolutions on matters specified in § § 25.2. 27.2, 28.2,29.2 and 31.
§ 20
The Management Board consists of one to five persons, including the President, and is appointed by the Council of the Foundation.
§ 21
Members of the Management Board are appointed for an indefinite period of time.
§ 22
1.
The Council of the Foundation may remove the Management Board or a member of the Management Board at any time.
2.
A member of the Management Board may resign from their position.
§ 23
1.
The Management Board manages the activities of the Foundation and represents the Foundation outside.
2.
The competence of the Management Board includes:
- managing the ongoing activity of the Foundation,
- managing the property of the Foundation in keeping with the principles, strategy and policy determined by the Council of the Foundation.
- accepting donations from the Founders, Donors and other legal entities, as well as inheritances and bequests of natural persons, in keeping with the principles, strategy and policy determined by the Council of the Foundation.
- passing action programmes as well as working and long-term financial plans of the Foundation,
- submitting motions to the Council of the Foundation regarding changes in the Foundation Charter, merger and liquidation of the Foundation.
§ 24
Declarations of will on behalf of the Foundation are made jointly by 2 members of the Management Board.
§ 25
1.
Members of the Management Board may be employed by the Foundation.
2.
The employment contract with the members of the Management Board is concluded by a holder of the power-of-attorney appointed thereto by the Council of the Foundation.
§ 26
Meetings of the Management Board are held as needed, at least once in two months.
§ 27
1.
The forms of activity of the Management Board and distribution of responsibilities among its members are provided in the Bylaw passed by the Management Board.
2.
The Bylaw of the Management Board must be approved by the Council of the Foundation.
CHAPTER V
Final Provisions
§ 28
1.
Change of the Foundation Charter may not refer to the change of the goal of the Foundation.
2.
Decisions on changing the Foundation Charter are taken by the Council of the Foundation.
§ 29
1.
In order to effectively carry out its goals, the Foundation may merge with another Foundation.
2.
Decisions on the merger are taken by the Council of the Foundation upon a motion of the Management Board.
3.
The merger may not be effected if the result thereof is a substantial change of the goal of the Foundation.
§ 30
The Foundation is liquidated when the goals, to carry out which it was established, are achieved or when the funds and property of the Foundation are exhausted.
§ 31
Decision on liquidation of the Foundation is taken by the Council of the Foundation in the form of a unanimous resolution.
§ 32
After the liquidation, the property of the Foundation shall be donated to the Zachęta National Gallery of Art in Warsaw.
§ 33
The Minister of Culture and National Heritage is the competent minister as regards the goal of the Foundation.
§ 34
The Foundation submits the annual report of its activity in the previous year to the Minister of Culture and National Heritage by 31 March.