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//The Foundation // Statue
STATUTES of The Comenius Foundation for Child Development
Section I: General Provisions
Article 1
1. The Comenius Foundation for Child Development, or the Comenius Foundation, hereinafter referred to as ‘the Foundation’, has, by the free choice of its Founders, Teresa Ogrodzinska and Mikolaj Markiewicz, been established by notarial act drawn up on 6 June 2003 in the presence of Jolanta Bujalska, a notary public, at the Notary Office in Warsaw, at No. 29, Aleje Jerozolimskie, suite 26.
2. The Foundation is subject to Polish law, in particular the Foundations Act and the provisions of these Statutes.
Article 2
1. The Foundation is a body corporate.
Article 3
1. The registered office of the Foundation is in Warsaw.
2. The duration of the Foundation is indefinite.
3. The Foundation shall operate in the Republic of Poland. In pursuing its statutory aims, the Foundation may operate outside the Republic of Poland.
4. The Foundation may establish branches and local offices to exercise its statutory functions.
Article 4
The Foundation shall be supervised by the Minister of National Education and Sports.
Article 5
The Foundation shall use a circular common seal indicating round its circumference the name and registered office of the Foundation, and other stamps identifying the Foundation.
Section II: Aims, Means and Principles
Article 6
The aims of the Foundations shall be to undertake activities in the fields of education, childcare, health and social welfare to foster the all-round development of children, to promote and support efforts aimed at raising awareness of the advantages of high-quality early childhood education for later life achievement, to carry out efforts aimed at promoting children’s rights, and to create optimum conditions for the development of children and for the provision of childcare in co-operation with parents, local authorities, education and care providing institutions, and non-governmental organisations.
Article 7
1. In particular, the Foundation shall pursue its aims by:
(a) Developing, promoting and operating remedial, developmental and educational programmes for children.
(b) Organising conferences, seminars and training for teachers, childminders and other persons responsible for childcare and educational tasks.
(c) Producing, translating and publishing educational and informational material.
(d) Conducting, supporting and commissioning reviews and research studies.
(e) Issuing special postcards.
(f) Making grants.
(g) Undertaking activities to ensure that teachers and unemployed parents of young children can actively participate in the labour market.
2. Activities shall be carried out free of charge except for those mentioned in points (a), (b) and (c), on which a charge may be levied.
3. The Foundation shall not undertake any activities for which it is necessary to obtain prior consent or permission without obtaining such consent or permission.
Article 8
In pursuing its statutory aims the Foundation may provide support, including financial support, for other bodies if their activities are consistent with the aims of the Foundation.
Section III: Governing Bodies of the Foundation
Article 9
The governing bodies of the Foundation are the Foundation’s Council and the Foundation’s Board, hereinafter referred to as ‘the Council’ and ‘the Board’.
Article 10
The Council is the supervisory organ of the Foundation. The Council shall have power -
(a) to give general policy directions to the Foundation;
(b) to adopt annual financial plans and to approve annual financial reports;
(c) to adopt annual programmes of activities;
(d) to appoint and dismiss members of the Foundation’s Board, including the president and the vice-president of the Board;
(e) to adopt bylaws;
(f) to determine the conditions of service and remuneration of the Board;
(g) to pass a resolution to wind up the Foundation.
Article 11
(a) The Foundation’s Council may establish advisory or expert Panels composed of experts in various fields. The Panels shall provide consultation on the proposed general policy directions for the Foundation.
(b) The Council may adopt a resolution to establish a Non-public Teacher Training Centre.
Article 12
1. The Foundation’s Council shall consist of not less than five and not more than ten members.
2. Members of the Council may not, at the same time, be members of the Board, and there shall not be any family relationships, family connections or employment-related relationships between them.
3. A person who has been convicted of an intentional offence may not be a member of the Council.
4. The Council shall appoint one member as Chair and one member as Deputy Chair.
5. Members of the Council shall be appointed for five years. Without prejudice to point 9 below, a member may be re-elected more than once.
6. Where serious grounds justify such action, a member of the Council may be dismissed following the secret vote taken by the other members.
7. Membership in the Council shall terminate upon death or resignation of a member or when a member has been convicted of an intentional offence.
8. A member of the Council who resigns his or her office shall give to the Chair of the Council a notice of resignation in writing no later than one month before the proposed date of resignation.
9. The members of the first Council shall be appointed by the Founders. Some members of the first Council shall be appointed for three years. Any subsequent appointment to the Council shall be effected by resolution of the Foundation’s Council.
10. Members of the Council shall serve in an honorary capacity.
11. Members of the Council who incur expenses in connection with their services for the Foundation shall be eligible for reimbursement provided that the Board approves such reimbursement; reimbursement shall not exceed the limit specified in Article 8(8) of the Management Remuneration in Some Bodies Corporate Act of 3 March 2000.
Article 13
1. The Foundation’s Council shall meet at least once a year.
2. Meetings of the Council shall be convened by the Chair of the Council. Members of the Council shall be notified thereof by registered mail dispatched no later than 14 days before the date of the meeting. Notification shall include the agenda of the meeting. No alterations can be made in the agenda unless they are approved by all the members of the Council present at the meeting.
3. Without prejudice to point 4 below, resolutions of the Council shall be passed at meetings. For a Council resolution to be valid, at least half of the members of the Council must be present, including the Chair or the Deputy Chair.
4. A resolution of the Council may be adopted without convening a meeting provided that two-thirds of the Council members vote in writing to approve such resolution. This provision shall not apply to the resolutions mentioned in point 6 below.
5. Without prejudice to point 6 below, the Council shall pass its resolutions by simple majority of votes. In the event of a tied vote, the Chair or, in the absence of the Chair, the Deputy Chair shall have the casting vote.
6. Resolutions to appoint or dismiss members of the Council, to appoint a member to be Chair or Deputy Chair and to alter the Foundation Statutes shall be passed by a majority of not less than two-thirds of votes cast.
Article 14
1. The Board shall be responsible for managing the Foundation.
2. The Board shall consist of not less than two nor more than six members, including the president and the vice-president. The Board may also appoint from among its members the secretary and the treasurer.
3. The Board shall have power -
(a) to represent the Foundation in dealings with third parties;
(b) to administer the Foundation’s undertakings and assets, and to grant powers of attorney ;
(c) to accept donations, inheritance, legacies and subsidies;
(d) to draw up financial plans , balance sheets and annual reports of the Foundation;
(e) to appoint and dismiss, if necessary, the managing director of the Foundation. The powers of the managing director shall be determined by the Board;
(f) to wind up the Foundation if the Foundation’s Council adopts such resolution;
(g) to perform other functions which are not reserved exclusively for other bodies of the Foundation.
4. Meetings of the Board shall be held when necessary but in no event less frequently than once a month.
5. The conditions of employment and remuneration of the Foundation’s staff shall be fixed by the Board.
6. The Board may establish committees to deal with specific issues pertinent to the Foundation’s activities.
Article 15
Declarations of intent shall be made by two members of the Board, including the president or the vice-president, acting together.
Article 16
The Board shall be appointed for five years.
Article 17
Membership in the Board shall expire upon termination of appointment, resignation, dismissal or death of a member.
Article 18
Members of the Board shall be appointed and dismissed by the Foundation’s Council by a majority of two-thirds of votes.
Section IV: Assets of the Foundation
Article 19
1. To pursue its aims, in the course of its activities the Foundation may acquire real property and other rights and goods, and may also make investments.
2. The assets of the Foundation shall consist of a start-up fund of 1,000 zlotys contributed by the Founders in equal portions, and of any such other financial resources and property as may be acquired by the Foundation in the course of its activities.
Article 20
The Foundation’s sources of funding are:
1. The start-up fund
2. Domestic and foreign donations, inheritance, legacies and subsidies from bodies corporate
3. Income from property and investment
4. Income from commercial undertakings
5. Proceeds from charitable collection s and events
6. Other revenues.
Article 21
The Foundation may carry out commercial undertakings solely for the purpose of pursuing its statutory aims; all income shall be used for statutory activities.
Article 22
The Foundation may carry out commercial undertakings as a manufacturer or a service provider in the following fields:
1. publication of books, brochures and leaflets
2. manufacture of toys, educational aids and materials.
Article 23
1. The Foundation may carry out its commercial undertakings through separate entities.
2. Any commercial undertaking carried out directly by the Foundations shall be organised and managed by the Foundation’s Board. The separate entities shall be managed by their managers appointed by the Foundation.
3. The object of the Foundation’s commercial entities and the powers and responsibilities of the managers of these entities shall be specified in the bylaws that the Foundation’s Board adopts for these entities.
4. The Board shall set the commencement date for a commercial undertaking.
Article 24
1. The Foundation may set up funds, including funds for special purposes, as stipulated by the donors.
2. Donations, inheritance and legacies may be used for any of the Foundation’s aims unless the donors have decided otherwise.
Article 25
Proceeds from charitable collections and events may be used solely for the purposes for which they were gathered.
Article 26
If the Foundation is instituted as an heir, the Foundation shall either accept the inheritance with the benefit of inventory or refuse to accept it.
Article 27
Financial management shall be governed by the financial and administrative regulations applicable to a particular type of undertaking and by the provisions of the bylaws, which shall, in particular, specify the ways of allocating income from commercial undertakings to particular funds, the types of funds, and the ways of creating and using the funds.
Article 28
The Foundation shall be liable for its debts up to the total value of its assets.
Article 29
It is not allowed:
1. To use the Foundation’s assets to make loans to or to guarantee obligations incurred by members of the Foundation’s Bodies, employees, their family members or persons with whom they have special personal relationships.
2. To transfer assets to members of the Foundation’s Bodies, employees, their family members or persons with whom they have special personal relationships on other terms than those applicable to third parties, especially where such transfer is made free of charge and on a preferential treatment basis.
3. To use the Foundation’s assets in favour of members of the Foundation’s Bodies, employees, their family members or persons with whom they have special personal relationships on other terms than those applicable to third parties.
4. To purchase goods or services on special terms from entities involving members of the Foundation’s Bodies, employees, their family members or persons with whom they have special personal relationships.
Section V: Alteration of the Statutes
Article 30
No alteration of the Foundation Statutes shall alter significantly the aims of the Foundation.
Article 31
Any alteration of the Statutes shall be effected by resolution of the Foundation’s Council passed under Article 13, point 6.
Section VI: Winding up of the Foundation
Article 32
1. The Foundation shall be wound up in the circumstances specified in the applicable laws, by resolution of the Foundation’s Council.
2. Winding up due to lack of financial resources and assets shall be effected when the Foundation becomes insolvent as reflected in its balance sheet showing that the assets of the Foundation are insufficient for the discharge of its liabilities.
3. In the circumstances referred to in point 1 above, the Foundation’s Council shall declare the winding up of the Foundation. The winding up shall be followed by liquidation carried out by the Board or by liquidators appointed by the Council.
4. In the event of liquidation, the assets of the Foundation shall be allocated for purposes that are consistent with the aims of the Foundation. Without prejudice to the foregoing provision, the Foundation’s Council may postulate the division of these assets and the free transfer of any portion thereof to entities or bodies corporate that pursue the aims of the Foundation.
5. The Foundation shall notify the supervising Minister of the winding up and allocation of its assets.
Section VII: Miscellaneous
Article 33
The Foundation may establish distinctions, medals and honorary titles to be conferred, together with other awards and prizes, upon individuals and institutions for their valuable contribution to the aims of the Foundation or for their services rendered to the Foundation itself. These distinctions shall be established by the Council. The Board shall request the Council to lay down the rules and procedures for conferring these distinctions.
President of the Foundation’s Council:
Prof. Adam Frączek
