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The Status of the Foundation

I.GENERAL PROVISIONS

§ 1

  1. Foundation under the name of  HERITAGE HOTELS FOUNDATION, hereinafter referred to as Foundation, was established by Founders, composed of:
    1. Jerzy Donimirski
    2. Paweł Gąsiorek
    3. Ryszard Skotniczny
    4. Daniela Stier
    5. Elwir Świętochowski
    6. Rafał Wyniczenko
    7. Jakub Czerwiński
    8. Witold Kisała
    9. Piotr Mazek
      on the basis of the notarial deed on 13th, January 2015 before the Notary in Kraków- Dorota Mitka.
  2. Foundation acts pursuant to the provisions of the act on foundations on 6th, April 1984 (consolidated text: Journal of Laws 1991 No. 46 item 203 as amended) and the following Statute.

§ 2

Foundation has legal personality.

§ 3

The Foundation is headquartered in Kraków.

§ 4

The Foundation is supervised by the competent Minister in charge of Tourism and Sport.

§ 5

  1. The territory of Foundation's operation is the terrritory of the Republic of Poland.
  2. For the proper statutory aims realisation, the Foundation can run its own activity outside the Republic of Poland.

§ 6

  1. The Foundation can open centers, offices, plants, branches, affiliates and also join associations, societies, companies and other foundations.

§ 7

  1. The Foundation uses the stamp of the following content which includes its name, registered seat and address and can include the graphic sign and other identification data.
  2. The Foundation can use the translation of the name in chosen foreign languages.

§ 8

The Foundation can establish badges, medals of honor along with other prizes and awards and grant them to individuals legal merits contributing the Foundation.

II. AIMS AND PRINCIPLES OF ACTION

§ 9

The aim of the Foundation is to:

  1. Promote hotels operated in historical buildings 
  2. Promote tradition and history of individual heritage hotels
  3. Help in archive and genealogical searching 
  4. Promote tourism connected with getting to know tradition and Polish history
  5. Help within advisory for entities operating hotels in historical buildings
  6. Help within the activity for non-governmental organisations and entities mentioned in art. 3 paragraph. 3 of the Act on public benefit activity and volunteerism, within the range defined in points 1—5.;

§ 10

The Foundation implements its aims by:

  1. Launching and operating the marketing programme  
  2. Launching and operating the website being the contact  and experience exchage platform and promoting the idea of hotels in historical places
  3. Organising meetings and trainings within hotel operation
  4. Publishing periodicals covering the issues of history and traditions of the places where the hotels are operated
  5. Issuing the occasional publications concerning historical buildings where the hotels are operated
  6. Production of the promotional materials for heritage hotels ( booklets, film spots, commercials, advertising spots, websites and the like.)
  7. Participation in national and international conferences connected with operating the hotels in historical buildings
  8. Establishing contacts and cooperation with other organisations, including the foreign ones and international ones, which support and promote the idea of operating hotels in historical buildings.

§ 11

The Foundation can support activities of other legal persons and individuals whose activity is coincident with the statutory aims, for achieving its own goals.

III. ASSETS AND INCOME OF THE FOUNDATION

§ 12

The assets of the Foundation are constituted by a foundation capital amounting to 9.000,- (in words: nine thousand zloty), mentioned in the notarial deed of its establishing, which comprises financial contributions of the Founders and financial means and property acquired by the Foundation during its activity.
The amount of 6000,-PLN is given for the economic activity from the foundation capital.

§ 13

  1. The assets meant for the achievements of the objectives of the Foundation can come from:
    1. donations, inheritance, gifts and bequests,
    2. donations, grants and subventions,
    3. incomes from collections and public events,from movable and immovable property acquired and being the ownership or being within the use of the Foundation,
    4. incomes from proprietary rights transferred to the Foundation,
    5. interests on money investments, securities, dividends and profits from stocks and shares in commercial law companies
    6. business activity
  2. In case of establishing the Foundation anticipated inheritance, its Board submits the statement about accepting the legacy with all its obligations.

IV. BUSINESS ACTIVITY

§ 14

  1. The Foundation can conduct business activity on general terms, defined within the separate regulations.
  2. The Foundation conducts business activity only within the realization of its statutory goals.
  3. The Foundation conducts business activity within:PKD 63.12.Z Web portals
    1. PKD 70.22.Z Business and other management consultancy activities
    2. PKD 68.32.Z  Management of real estate on a fee or contract basis
    3. PKD 70.22.Z  Business and other management consultancy activities
    4. PKD 73.11.Z   Advertising agencies
    5. PKD 58.11.Z  Book publishing
    6. PKD 58.12.Z   Publishing of directories and mailing lists
    7. PKD 58.14.Z   Publishing of journals and periodicals
    8. PKD 58.12.Z   Publishing of directories and mailing lists
    9. PKD 73.12.B Agency -sales of time and place for marketing needs-printed media
    10. PKD 82.30.Z  Organisation of conventions and trade shows
    11. PKD 91.03.Z Operation of historical sites and buildings and similar visitor attractions
  4. Conducting the activity included in the requirement of obtaining a concession, permit, licence or agreement or entry into the register of regulated activity.

§ 15

All members of the Board are entitled to represent the Foundtion and submit the declarations of intent on behalf of the Foundation, but to submit declarations of intent  producing financial obligations, the declaration of intent shall be submitted by two members of the Board acting together. In case of obligations not exceeding 3.000 PLN, such as declaration can be submitted by each member of the Board.

§ 16

  1. 1.  The Foundation may not to:
    1. provide loans or put the Foundation's assets as a collateral for liabilities towards the members of the Foundation bodies or employees and people they are married to or in relation with or direct affinity with or in a relationship or affinity in the collateral line to the second degree or are related to the adoption, care or guardianship hereinafter “relatives”,
    2. transfer the Foundation assets for the Foundation Board Members or staff and their relatives, in a manner other than in relation to third parties, in particular if the transfer is free of charge or on preferential terms.
    3. use the  majątku  Foundation assets for the Foundation Board Members or staff and their relatives in a manner other than in relation to third parties unless the use results directly from the statutory aim.

V.  SUPPORTING FOUNDERS

§ 17

  1. Founders shall appoint the category of people supporting the foundation activity,and are the Supporting Founders.
  2. The Supporting Founder can be an individual or a legal person who operates at least one hotel in a historical building and supports its aims and activity programme.
  3. The Supporting Founder can be a person who has the support of at least two Founders and receives the acceptance of the Foundation Board.  
    Admission to the Supporting Fouders is followed on the basis of the resolution of the Board. 
  4. The Supporting Founder is obliged to make a donation for Foundation in the amount at least 1000 PLN. Making a donation is done on the day of adopting a resolution by the Board about the acceptance into the Supporting Founders.  
  5. The Supporting Founders – legal persons- participate in Foundation works by their representatives duly authorised.
  6. Loss of the Supporting Founder status has been done on the basis of the decision of the Board in case of not making a donation or in case when the Supporting Founder had taken measures contrary to the aims of the
  7. Foundation or carried out activities which could cause damage to the reputation of the Foundation. Moreover, in case of his stopping the hotel operation in a historical building.

VI. BODIES AND FOUNDATION ORGANISATION

§ 18

  1. OThe Board of the Foundation is Foundation Management.
  2. The Foundation Management, hereinafter referred to as the Management,  it has been made up of three to five people, including the President and Vice-Presidents.
  3. The works of the Management are managed by the President
  4. Three Members of the Management, including the President are appointed and  dismissed by the Founders.
  5. In case of the Management if there are more than 3 people, one or two members of the Management are appointed by the Founders and Supporting Founders following a resolution passed unanimously.
  6. The Member of the Management looses his status in case of:
    1. waiving the functioni,
    2. dismissing from the function.
  7. The Management manages the activity of the Foundation and represents it outside.
  8. The Term of Office of the Management Board lasts 2 years.
  9. The President of the Board shall not hold the position longer than two consecutive terms.
  10. Appointing and Dismissing the Members of the Board is done by resolutions passed by an absolute majority of votes.
  11. The first Management Board shall be made up of:
    1. Jerzy Donimirski – President of the Board
    2. Paweł Gąsiorek – Vice-President of the Board 
    3. Ryszard Skotniczny – Vice-President of the Board 
    4. Elwir Świętochłowski - Vice-President of the Board
    5. Daniela Stier  jako - Vice-President of the Board

§ 19

  1. The Powers of the Management Board include: 
    1. Realisation of the foundation aims
    2. Establishing the guidelines and accepting the foundation plans 
    3. Approving the budget
    4. Adoption of regulations 
    5. Establishing and supervising foundation institutions
    6. Management the foundation assets
    7. Deciding about the cooperation with other organisations of similar activity profile.
  2. The Members of the Board do not receive any remuneration due to their functions.
    The remuneration for people operating the Foundation activity has been defined by the resolution of the Board.
  3. Moreover, the Foundation Board:
    1. prepares annual and multi-year plans of its activity;
    2. prepares the report on Foundation operation;
    3. accepts subsidies, donations, gifts and bequests;
    4. settles the amount of employment and the amount of money for remuneration of the Foundation staff;
    5. manages the current activity of the Foundation,
    6. is responsible for realisation of its statutory aims and results of the financial-economical operationj;
    7. makes decisions on joining companies and foundations;
    8. submits a request on changes in a statute; 

§ 20

  1. The Board passes the resolutions on meetings.
  2. The Meeting of the Board shall be convened by the President of the Board or two Vice-Presidents acting together.

VII. STATUTE AMENDMENT

§ 21

The statute amendment may involve the changes of the Foundation aims.
The decision on the statute amendment is taken by the Founders. Each Founder can point out a person who can take decisions on his behalf on the statute amendment. 

VIII. FINAL PROVISIONS AND LIQUIDATION OF THE FOUNDATION

§ 22

The Foundation can merge with other foundation in order to achieve its aims.

§ 23

The Merger can not be done if as a result,  the aims of the Foundation were to be changed.

§ 24

The Foundation shall be put into liquidation when the statutory aims for which the foundation has been established, has been met or in the event that the financial resources and assets have been exhausted, and also when the Founders recognise the existence of the Foundation as ineffective.

§ 25

  1. The decision on liquidation shall be taken by Founders.
  2. The Foundation liquidators are the members of the Foundation Board.
  3. Assets left after the Foundation liquidation shall be transferred by the liquidator on behalf of foundations acting in the Republic of Poland and with similar aims to the liquidated one or to charity.  

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