Statute

STATUTES

of The Memorial Foundation for the Victims of Auschwitz-Birkenau

 

Chapter I

General Provisions

 

§ 1.

The Memorial Foundation for the Victims of Auschwitz-Birkenau, hereinafter referred to as the “Foundation”, was established by virtue of a notarial deed drawn up on May 31, 1990 (Notarial Register “A” Entry No. II-13-106/90), before a notary public of the State Notarial Bureau in Warsaw, Poland.

 

§ 2.

The Foundation has a legal personality.

 

§ 3.

The registered office of the Foundation is in Oświęcim in the Małopolskie Voivodeship.

 

§ 4.

The Foundation operates on the territory of the Republic of Poland and outside it.

For the purposes of co-operation with foreign entities, the Foundation may use its name in foreign languages.

In German the name of the Foundation shall read as follows: Erinnerungsstiftung Auschwitz-Birkenau.

In English the name of the Foundation shall read as follows: The Memorial Foundation for the Victims of Auschwitz – Birkenau.

 

§ 5.

1. The Foundation shall use a round seal with a circumscription reading: “Fundacja Pamięci Ofiar Auschwitz-Birkenau w Oświęcimiu” (“The Memorial Foundation for the Victims of Auschwitz-Birkenau in Oświęcim”) and a flat stamp bearing its name and identifying information.
2. The Foundation may create and use a badge designed as permitted by the law and approved by the Foundation Council.

 

§ 6.

Supervision over the Foundation shall be exercised by the Ministry of Culture and National Heritage.

 

Chapter II

Goals and Activities of the Foundation

 

§ 7.

1. The goal of the Foundation shall be to foster and promote remembrance of victims of Nazi crimes of genocide, committed during World War II in death camps, in particular in KL Auschwitz, through support for the mission of the Memorial and Museum Auschwitz-Birkenau in Oświęcim.
2. The Foundation shall pursue its goals as stipulated in the Statutes through:

(a)    Educational, research, and publishing activities, as well as supporting social campaigns and creative art addressing KL Auschwitz themes, and also themes relating to genocide during World War II and death camps;

(b)    Promoting knowledge of the crimes of Nazi genocide, in particular those committed in KL Auschwitz and also in other German Nazi concentration and death camps;

(c)      Preservation, maintenance and conservation of the buildings, documents and archival holdings of the former KL Auschwitz;

(d)    Activities in the realm of culture and art, protection of cultural assets and world heritage in respect of promotion of issues related to the Auschwitz death camp and the Holocaust;

(e)    Activities to promote European integration and foster contacts and co-operation between the societies in respect of promotion of issues related to the Auschwitz death camp and the Holocaust;

(f)       Organisational, financial and material support to public-benefit organisations, schools, higher-education institutions, educational establishments, foundations and associations (legal entities and natural persons) whose activities are in line with the goals of the Foundation;

(g)    Cooperation with state-government and self-government communities and institutions, non-governmental organisations, associations, foundations, natural persons in Poland and abroad, conducting activities in the areas corresponding with the goals of the Foundation; and

(h)   Mobilising and receiving financial and tangible support, fundraising and conducting business activity with income generated therefrom allocated in full for the purposes listed above.

1. In pursuance of its goals provided for in its Statutes, the Foundation may conduct a for-profit and non-profit public benefit activity, and, in addition, may also conduct a business activity with any income generated from it being allocated in full to public-benefit activities.

(a)    The Foundation may conduct the following business activities consisting in a provision of services in accordance with the Polish Classification of Business Activities:

 

58.11.Z        Publishing activities

58.19           Other publishing activities

47.61.Z        Retail sale of books in specialised stores

47.63.Z        Retail sale of music and video recordings in specialise stores

47.91.Z        Retail sale via mail order houses or via the Internet

74.3             Translation and interpretation activities

91.01.B       Archives activities

91.03           Operation of historical sites and buildings and similar visitor attractions

94.99           Activities of other membership organisations not elsewhere classified

 

(b)  The Foundation may conduct the following non-profit activities consisting in a provision of services in accordance with the Polish Classification of Business Activities:

 

58.11.Z        Publishing activities

58.19           Other publishing activities

47.61.Z        Retail sale of books in specialised stores

47.63.Z        Retail sale of music and video recordings in specialise stores

47.91.Z        Retail sale via mail order houses or via the Internet

74.3             Translation and interpretation activities

85.5             Other education

85.59 B       Other education not elsewhere classified

85.60           Educational support activities

82.30.Z        Organisation of trade shows, exhibitions and congresses

72.20 Z        Research and experimental development on social sciences and humanities

91.01.B       Archives activities

91.03           Operation of historical sites and buildings and similar visitor attractions

94.99           Activities of other membership organisations not elsewhere classified

 

(c)   The Foundation may conduct the following for-profit activities consisting in a provision of services in accordance with the Polish Classification of Business Activities:

 

   85.59 B       Other education not elsewhere classified

   85.60          Educational support activities

 

4.    It shall not be allowed to conduct a for-profit public-benefit activity and a business activity covering the same area of activity.

5.    The scope and forms of for-profit and non-profit public benefit activities, as provided for in the Statutes, may be established or amended by the Management Board by virtue of a resolution adopted in accordance with the relevant laws.

§ 8.

In order to pursue its goals, the Foundation shall collect funds in the Polish currency (PLN) as well as in foreign currencies with the relevant foreign banks in compliance with the applicable provisions of the Polish foreign currency laws.

 

§ 9.

The Foundation may issue bonds.

 

§ 10.

The Foundation shall pursue its goals in compliance with the applicable laws, the provisions of the Act on Foundations of April 6, 1984 (Journal of Laws [Dz.U.] No. 21 of 1984, Item 97) and the Act on Public-Benefit and Voluntary Activities of April 24, 2003 (Journal of Laws [Dz.U.] No. 96 of 2003, Item 873, as amended) and these Statutes.

 

 

Chapter III

Foundation Assets

 

§ 11.

1. The assets of the Foundation shall be the funds specified in the declaration of establishment of the Foundation, referred to in § 1 of the Statutes, as well as real properties and movable property acquired by the Foundation.

The assets of the Foundation shall be increased by:

(a)    subsidies, donations, bequests and endowments by natural persons and legal entities, both in kind and financial, in the Polish and foreign currencies, regardless of the place of residence or citizenship, or seat of the donor,

(b)    income from fund-raising and public events, held subject to prior obtainment of relevant permits,

(c)    income earned on movable property, real properties and property rights,

(d)    interest on money deposited in bank accounts,

(e)    revenues generated from business activity and for-profit statutory activity,

(f)     other income and revenues.

 

1. Contribution of assets in Polish or foreign currencies to the Foundation by any natural person or legal entity shall be acknowledged by the relevant entry to that effect in the book of donors of the Foundation and the award of a letter of acknowledgment or an honorary certificate on the donor.

 3. In the event that the Foundation should be appointed to inheritance, the Foundation shall submit a declaration of the acceptance of the inheritance with liability for any debts limited to the actual value of inherited assets, and this shall take place only if upon submission of such a declaration it is certain that the inherited estate substantially exceeds inherited debts.

 

 

§ 12.

 

1. The Foundation shall conduct a public benefit activity in the area of public tasks specified in the Act on Public-Benefit and Voluntary Activities to the benefit of the society as a whole as a public benefit activity.

 

2.    The Foundation’s statutory activity shall be conducted as a non-profit, a for-profit and a business activity within the meaning of the relevant provisions of the laws on public-benefit and voluntary activities.

3.    It shall be forbidden to manage the Foundation’s assets in such a manner so as to:

(a)   grant any loans or encumber the organisation’s assets as a security for any liabilities towards its members, members of the governing bodies or employees, or persons with whom such members, members of the governing bodies or employees of the organisation are in a marriage, cohabitation, affinity or consanguinity lineal relationship, or affinity or consanguinity collateral relationship up to the second degree, or are related due to adoption, custody or guardianship, hereinafter referred to as “close persons”,

 

(b)   transfer the Foundation’s assets to any Foundation members, members of its governing bodies or employees, or their close persons, on terms and conditions other than as applicable to third parties, in particular if such a transfer is effected on a free-of-charge basis or on preferential terms,

 

(c)   use the Foundation’s assets to the benefit of any Foundation members, members of its governing bodies or employees, or their close persons, on terms and conditions other than as applicable to third parties, unless such use results directly from any Foundation goal as provided for in the Statutes, or

 

(d)   purchase any goods or services, on special terms, from any entities the Foundation members, members of its governing bodies or employees, or their close persons participate in.

 

Chapter IV

Governing Bodies and Organisation of the Foundation

 

§ 13.

The governing bodies of the Foundation shall be:

1. The Foundation Council; and
2. The Management Board of the Foundation.

 

§ 14.

1. The Foundation Council shall be composed of the founders and other persons elected by the Foundation Council by a simple majority of votes.
2. The Foundation Council may appoint persons of meritorious service to the Foundation, residing in Poland or abroad, to sit at the Council. Decisions on such appointment shall be taken by the Foundation Council by a simple majority of votes in the presence of at least one half of the total number of the Council members.
3. In the case of death of or resignation by a Council member from work in the Council, the Council may fill the vacancy by appointing a natural person or a representative of a legal entity from among the donors of the Foundation. The provisions of the second sentence of Section 2 shall apply accordingly.
4. The Foundation Council shall be the supervisory and advisory body of the Foundation.
5. Members of the Foundation Council:

(a)   may not be members of the Management Board of the Foundation or be in a marriage, cohabitation, affinity or consanguinity relationship, or in an employment relationship with any member of the Management Board of the Foundation,

(b)   may not be convicted by a final judgment for any intentional offence prosecuted by the public prosecutor or for any fiscal offence.

1. The term of office at the Council shall be indefinite.

 

§ 15.

1. Members of the Foundation Council shall elect from among themselves the President of the Foundation and two Vice-Presidents.
2. The terms of office of the President of the Foundation Council and of the Vice-President shall be three years.

 

§ 16.

1. The following shall fall within the exclusive competence of the Foundation Council:

(a)  Adoption of the Rules and Regulations of the Council;

(b)  Approval of annual plans of activity of the Foundation;

(c)   Appointment and dismissal of members of the Management Board;

(d)  Review of periodic reports on the public and business activities of the Management Board, and granting discharge to the Management Board of its duties;

(e)  Approval of annual financial statements of the Foundation;

(f)    Adoption of any amendments to the Statutes of the Foundation; and

(g)  Approval of a resolution of the Management Board on a liquidation of the Foundation.

1. The Foundation Council shall meet as required, but not less than once per year.
2. Resolutions of the Foundation Council shall be adopted by a simple majority of votes in the presence of the President or Vice-President of the Council.
3. The Foundation Council may also adopt a resolution by circulation, using registered mail or electronic means of communication, subject to the following:

(a)  if a resolution is to be adopted by circulation, draft resolution should be delivered to all members of the Council along with a letter from the President or Vice-President of the Foundation, specifying the manner, deadline and place of submission of the resolution signed by the Council member;

 

(b)   a resolution adopted by circulation shall be valid if signed by at least one half of the total number of the Council members;

 

(c)             the President or Vice-President of the Foundation shall notify members of the Foundation Council of the result of the voting on the resolution;

 

(d)   the content of the resolution of the Foundation Council adopted by circulation shall be presented the Foundation Council by the President or Vice-President of the Foundation at the next meeting; and

(e)   resolutions on any amendments to the Statutes or liquidation of the Foundation may not be adopted by circulation.

1. Adoption of resolutions on the appointment and dismissal of members of the Management Board as well as amendments to the Statutes or approval of a resolution of the Management Board on a liquidation of the Foundation shall require an absolute majority of votes.

 

§ 17.

1. The Management Board of the Foundation shall be composed of the President, two Vice-Presidents and two to five members.
2. Members of the Management Board shall be appointed by the Foundation Council from among the founders and persons designated by the founders.
3. The Management Board of the Foundation shall be appointed for a term of three years.
4. The President and two Vice-Presidents of the Management Board may perform their roles for a consideration. In such an event the amount of the remuneration shall be established by the Foundation Council.

 

§ 18.

The Management Board of the Foundation shall:

1. Manage the activities of the Foundation and represent the Foundation towards third parties,
2. Manage the assets of the Foundation, and
3. Establish and liquidate business enterprises (units) of the Foundation.

 

§ 19.

The scope of activities of the Management Board shall include:

1. undertaking actions with a view to attaining the goals of the Foundation and promoting its development,
2. drawing up draft annual plans of activities of the Foundation,
3. voting on the rules and regulations of the Management Board and the rules for reimbursement of costs and expenses to persons who have borne such costs and expenses in connection with the activities of the Foundation,
4. approving the operating plans and balance sheets of business enterprises (units),
5. drawing up the annual financial statements of the Foundation and submitting same to the Foundation Council,
6. undertaking decisions on the hiring and dismissing of employees of the Foundation Office and establishing their remuneration,
7. setting up working groups, such as research teams, task forces, consultants’ teams, etc., and
8. appointing and dismissing the managers of the enterprises (units) of the Foundation.

 

§ 20.

1. The Management Board may grant powers of attorney to perform certain tasks.
2. Any declarations on behalf of the Foundation shall be made by the President of the Management Board or a Vice-President substituting the President, acting jointly with another Vice-President or with an authorised person (attorney) by affixing their respective signatures thereon.
3. Any tasks arising from the Labour Law shall be performed by the President of the Management Board of the Foundation or by any other person authorised by the President of the Management Board or by the Management Board of the Foundation.
4. Meetings of the Management Board shall be held at least every six months.
5. The date of the Management Board meeting shall be scheduled by the President of the Management Board and notified to the other members of the Management Board.
6. In order to be valid a resolution of the Management Board shall be voted for by at least one half of the total number of the Management Board members. In the event that an equal number of votes have been cast for and against a resolution, the chairperson of the meeting shall have the casting vote. Resolutions of the Management Board may be adopted during meetings of the Board or in the form of a written vote.
7. A member of the Management Board shall be dismissed in the following cases:
   
   

(a) submission of resignation,

(b) material breach of the Statutes, or

(c) undue performance of duties by the Management Board member.

 

§ 21.

1. Administrative support for the Foundation shall be provided by the Foundation Office managed by the Head of the Foundation Office.
2. The Head of the Foundation Office shall be appointed and dismissed by the Management Board of the Foundation.

 

 

Chapter V

Business Activity of the Foundation

 

§ 22.

Business activity of the Foundation may consist in making cash or in-kind contributions to companies. The Foundation shall be represented in a given company by persons authorised by the Management Board.

 

§ 23.

1. The activities of the Foundation may be conducted by the Foundation itself or by separate organisational units - enterprises (business units). The enterprise (unit) shall be subordinate to the Management Board.
2. The Management Board of the Foundation shall:

(a)  decide on establishment or liquidation of an enterprise (unit), and

(b)  appoint the manager of the enterprise (unit) who shall be a director of an establishment within the meaning of the provisions of the Labour Code.

1. The Management Board shall define the scope of activity of the enterprise (unit), the rights and obligations of the persons managing it, and its organisational rules and regulations.

 

§ 24.

The Foundation may conduct its business activity on the territory of Poland and outside it.

 

§ 25.

The Foundation shall manage its finances and keep accounting records in accordance with the principles set forth in the Ordinance of the Minister of Finance of June 27, 1989, on the keeping of accounting books by certain categories of taxpayers (Journal of Laws [Dz.U.] No. 43, Item 238, and No. 72, Item 429) and Instruction No. 4 /SP of the Minister of Finance, dated December 14, 1989, on the annual balance sheet and income statement, and the method of drawing up the same by taxpayers obliged to keep accounting books (Official Journal of the Minister of Finance [Dz.Urz. Min. Fin.] No. 10, Item 27).

 

§ 26.

1. The Foundation shall allocate any income generated from its business activity to the pursuance of its statutory goals as provided for in § 7 of the Statutes, i.e. to the pursuance of public-benefit goals.
2. Any business activity conducted by the Foundation shall be incidental to the public-benefit activity provided for in the Statutes. 

 

Chapter VI

Final Provisions

 

§ 27.

1. The Foundation shall be liquidated in the event that:

(a)  the funds enabling performance of its statutory tasks have been exhausted, or

(b)  the goals set forth in the Statutes have been attained.

1. A resolution on the liquidation of the Foundation shall be adopted by the Management Board of the Foundation.
2. Any assets remaining after the Foundation liquidation procedure has been completed shall be allocated for the purposes that are in line with the goals of the Foundation.