STATUTES OF THE AUSCHWITZ-BIRKENAU FOUNDATION
UNIFORM TEXT ADOPTED BY RESOLUTION NO. 3/2011 OF THE FOUNDATION'S COUNCIL ON 31 MAY 2011
The Foundation’s Name
1. The Foundation under the name “The Auschwitz-Birkenau Foundation”, hereinafter referred to as the “Foundation”, has been established by Władysław Bartoszewski, the Founder, by means of a notarial deed drawn up by Marta Gorzelak, a Notary Public in Warsaw, ul. Generała Zajączka 11, on 15 January 2009, under Repertory A No. 131/2009.
2. The Foundation operates on the basis of the provisions of the Act on Foundations of 6 April 1984 (uniform text 1991, Journal of Laws, No. 46, item 203, as amended) as well as the provisions hereof.
3. The Foundation is a legal person.
4. The Foundation may use the translations of its name into foreign languages.
The Area of the Foundation's Activity, Seat and Organisational Structure
1. The area of the Foundation’s activity is the territory of the Republic of Poland as well as foreign countries in accordance with the law of the Republic of Poland and local law.
2. The seat of the Foundation is the Capital City of Warsaw.
3. The Foundation may establish branches and representative offices in the territory of the Republic of Poland as well as in foreign countries.
The Foundation is established for an indefinite time.
The minister competent with respect to the Foundation's goals is the Minister of Culture and National Heritage.
The Subject and Forms of Activity of the Foundation
The Goals and Forms of Activity of the Foundation
1. The goal of the Foundation is to look after the Memorial Site – the grounds and remnants of the former concentration camp KL Auschwitz I and Auschwitz II-Birkenau concentration camp supervised by the Auschwitz-Birkenau State Museum in Oświęcim (hereinafter referred to as the “Museum”), as well as to support the Museum's mission.
2. The Foundation achieves its statutory goals by:
a) collecting funds for the preservation of the Memorial Site and its financing, including providing grants; “preservation” of the Memorial Site means, in particular, the preservation of:
(i) the blocks and other brick buildings,
(ii) the barracks, guard towers and other wooden objects,
(iii) the ruins of the no longer existing barracks,
(iv) the remnants of the gas chambers and crematoria,
(v) the grounds, ditches and historical green areas,
(vi) the ramp, barbed wire fencing, camp roads and other installations,
(vii) the archival collections and any movable and non-movable objects of the former KL Auschwitz forming part of the former KL Auschwitz I and Auschwitz II-Birkenau camps, at present supervised by the Museum.
b) supporting scientific, educational, publishing, exhibition as well as cultural activities connected with the Museum's mission,
c) co-operating with natural and legal persons whose activities correspond to the Foundation’s goals,
d) co-operating with local and governmental authorities as well as nongovernmental and academic and research organizations in Poland and worldwide in the scope mentioned in the goals of the Foundation’s activity,
e) initiating and financing its own projects, including projects in co-operation with the Museum as well as other organizations.
The Foundation's Assets
The Foundation's Assets
1. The Foundation's assets consist of:
a) the Initial Fund referred to in the Foundation's founding deed,
b) movables, real properties, property and non-proprietary rights, shares, securities, financial means as well as other tangible goods donated and acquired during the term of the Foundation's activity.
The Foundation's Finances, Accounting Records
The Foundation manages its finances and maintains accounting books in accordance with the relevant legal regulations.
The Foundation's Income
1. The Foundation's income shall derive from, in particular:
a) endowments and donations provided by the founder,
b) domestic, foreign and international endowments, legacies, bequests,
c) domestic, foreign and international donations and subsidies as well as grants,
d) income from the Foundation’s movable and immovable assets,
e) income from collections and public events,
f) interest on bank deposits.
The Designation of Income and Establishment of Funds
1. The Foundation's income consists of the Capital that shall be invested (hereinafter referred to as the "Perpetual Capital") unless a donor’s statement or donation agreement explicitly indicates another designation of the donated financial means, objects or rights. Profits from the investment of the Perpetual Capital that are designated for the implementation of the Foundation’s goals do not constitute Perpetual Capital. The Foundation may designate a part of the profits for reinvestment subject to item 4 of this paragraph.
2. The means constituting the Perpetual Capital shall not be spent or in another manner designated directly for fulfilling the Foundation’s goals.
3. The means constituting the Perpetual Capital shall be invested in full, in compliance with the regulations on exemption from income tax, the acquisition of securities and other instruments by public benefit organisations, in particular, through the purchase of:
a) State Treasury bonds, treasury notes and municipal bonds, or
b) securities and other financial instruments that shall be acquired within the scope of the management of the investment portfolio of the Foundation and deposited in a separate bank account that shall be managed by an authorised entity (investment company), or
c) participation units in investment funds.
3a. The means constituting the Perpetual Capital shall be invested in accordance with the principle “security is more important than returns”, which shall be achieved thanks to the appropriate differentiation and diversification of investments.
4. Profits from the Perpetual Capital shall be designated by the Foundation exclusively for the goals specified in § 5 item 2 (a) of the Statutes, i.e. for the preservation of the Memorial Site as well as for the current operating costs. Each year, the Foundation shall designate at least 70% of the Perpetual Capital profits that have been achieved in a given year or that have been achieved but not used in preceding years, for the preservation of the Memorial Site. Profits from the Perpetual Capital can be paid out at any time after having been achieved. After the amount of EUR 120 million is paid into the Perpetual Capital, the Foundation’s current operating costs cannot exceed 10% of the profit from the Perpetual Capital.
5. Income, with respect to which the donors or donation agreements indicate a different designation than including them in the Perpetual Capital, may be used by the Foundation for its statutory goals at its own direction and in accordance with the possible instructions of the donors or the provisions of the donation agreements.
6. The Foundation’s income may exclusively be used to perform the statutory goals of the Foundation, save for expenses of an administrative nature.
7. The Foundation may create funds, including earmarked funds, in accordance with a donor’s wish.
The Foundation's Authorities
1. The Foundation’s authorities are:
a) the Foundation's Council,
b) the Foundation's Management Board,
c) the International Committee,
d) the Financial Committee.
The Foundation's Council
1. The Foundation's Council is the decision making, supervisory and opinion forming body of the Foundation.
2. The Foundation's Council consists of seven to fifteen members appointed for a fiveyear term of office, with the exception that the members for the first Council shall be appointed for three, five or seven years. Members of the Foundation's Council may be reappointed for successive five-year terms of office. No individuals who have been lawfully convicted of a willful offence prosecuted by the public prosecutor or of a fiscal offence can become members of the Foundation’s Council.The Chairman of the Financial Committee has the right to participate in the meetings of the Foundation's Council, including the right to express opinions and submit proposals of resolutions. The Chairman of the Financial Committee has the right to participate in the meetings of the Foundation's Council even is he/she is not member of the Foundation's Council.
3. The members of the first Council are appointed by the Founder. The successive members of the Council, who are appointed in the place of persons who have ceased to perform this function or to extend the composition of the Foundation's Council, are appointed by the Council’s decision after obtaining the opinion of the Praesidium of the International Auschwitz Council acting at the Prime Minister of the Republic of Poland and the Museum's Director.
4. The dismissal of a Council member requires an appropriate resolution adopted by a six-sevenths majority of the votes of the remaining members of the Foundation's Council.
5. Membership in the Foundation's Council expires upon dismissal, or a written resignation, or death of a Council member.
6. Members of the Foundation's Council may not receive remuneration for their work in this body, with the exception of the reimbursement of expenses relating to their participation in the work of the Foundation's Council, including travel expenses.
7. Members of the Foundation’s Council may not be members of the Management Board of the Foundation or be married to them, cohabitate with them, be related to them by consanguinity, by affinity, or be subordinated to them in service.
8. The Foundation's Council elects the Foundation Council's Chairman from among its members. The Chairman manages the Council’s work, represents it in outside contacts, convenes and chairs the Council’s sessions.
9. The Foundation's Council may adopt By-Laws that specify in detail the principles of its operation. The Foundation's Council may appoint committees whose competences shall be defined in an appropriate resolution.
1. The Foundation's Council shall meet at least once a year.
2. The meetings of the Foundation's Council are convened by its Chairman on his/her own initiative, or on the written application of at least three members of the Council or of the Founder. The convening of a meeting of the Foundation's Council requires the sending of a written notification to every member of the Council about the place, date and time of the session and the proposed agenda. Notifications sent via the Internet (particularly by e-mail) are sufficient to observe the requirement of the written form of notification.
3. If the Council's Chairman fails to convene a meeting of the Council within one month from the date of submission of an appropriate request or sets the date of the meeting which falls later than 3 months after the date of submission of an application, the meeting of the Council may be convened by the Founder, the Management Board or the Museum's Director.
4. Except for the cases provided for in these Statutes, the Foundation's Council undertakes decisions in the form of resolutions, which are adopted by a simple majority of votes. If the vote is tied, the Foundation's Council's Chairman has the casting vote.
5. The presence at a meeting of at least one-half of the Council's members is required to adopt a resolution. The Council may adopt resolutions out of sessions, if all of the Council's members give their written consent to adopt the resolution. In order to fulfil the requirement of the written consent of the Council's member for adopting a resolution, every member may send a scanned document bearing their personal signature to the Council's Chairman via e-mail or fax.
6. If less than one-half of the Council's members are present at a meeting, notwithstanding the fact that the Council's meeting has been convened and all members have been duly notified of its place and date, the Council's Chairman or a person indicated in item 2 hereof shall convene the successive meeting that shall be held no sooner than 7 days and no later than 21 days after the date of the initial date of the meeting. The adoption of resolutions during a consecutive Meeting convened in the manner defined in this item 6, does not require the presence of at least one-half of the Council's members.
The tasks of the Foundation's Council include:
1. Appointing and recalling the members of the Foundation's Management Board.
2. Appointing and recalling the members of the International Committee at the motion of the relevant State or international organisation or on its own initiative, pursuant to the provisions of these Statutes and the agreement with the relevant State or international organisation.
2a. Appointing and recalling members of the Financial Committee.
3. Undertaking decisions on the employment of the members of the Management Board as well as determining the principles of their employment.
4. Evaluating the work of the Management Board, accepting annual reports and balance sheets and granting approval of the performance of duties by the members of the Management Board.
5. Defining the main directions of the Foundation’s activities.
6. Supervising the Foundation's activities.
7. Approving the Management Board’s annual report on the Foundation’s activities.
8. Undertaking decisions on the motion of the Foundation's Management Board on the merger with another Foundation or on the liquidation of the Foundation.
9. Approving the Foundation’s annual programmes of activity as well as financial plans.
10. Approving the principles and strategies of investing the Perpetual Capital.
In order to fulfil its duties the Foundation's Council is authorised to:
1. Request the Foundation's Management Board to present all of the documents connected with the Foundation's activity.
2. Review the assets and finances of the Foundation by means of an external audit
The Council may confer on donors or persons who have rendered meritorious services for the realisation of the Foundation's goals honorary titles, particularly, such as: “Darczyńca Miejsca Pamięci” (Memorial Site Donor), “Opiekun Miejsca Pamięci”(Guardian of the Memorial Site), “Honorowy Konserwator Miejsca Pamięci” (Honorary Conservator of the Memorial Site).
The Foundation's Management Board
1. The Foundation's Management Board consists of 1 (one) to 6 (six) members appointed by the Foundation's Council for a three-year term of office. The members of the first Management Board shall be appointed by the Founder. No individuals who have been lawfully convicted of a willful offence prosecuted by the public prosecutor or of a fiscal offence can become members of the Management Board of the Foundation.
2. The Foundation's Council may recall the Board or its individual members before the expiration of the term of office for which they have been appointed.
3. A member of the Management Board can serve more than one term in office.
1. The Management Board manages the Foundation’s activities and represents it in external contacts. The Management Board is entitled to undertake all activities that are not reserved exclusively for the competences of the Foundation's Council or the International Committee in accordance with the provisions of the Statutes or the relevant provisions of law in force.
2. The tasks of the Management Board include, in particular:
a) preparing the Foundation’s annual plans of activity and financial plans,
b) adopting the Management Board's by-laws,
c) managing the Foundation’s assets,
d) determining the number of employees and amount of funds for the remuneration for the Foundation's employees in accordance with the adopted financial plan,
e) accepting donations, legacies and bequests as well as subsidies and endowments. If the Foundation is selected to accept an inheritance, the Management Board shall submit a statement of acceptance of the inheritance with all its obligations or of its rejection.
3. The Management Board undertakes its decisions during its meetings, in the form of resolutions adopted on the basis of a simple majority of votes of the Management Board members present at the meeting, unless the Statutes require a different, qualified majority. If the vote is tied, the President of the Management Board has the casting vote.
4. The Management Board may appoint attorneys-in-fact to manage specific areas of the Foundation’s activities.
5. The Management Board is obliged to present, until the 30th of June, an Annual Report on the Foundation’s work to the Foundation's Council.
Declarations of will on the behalf of the Foundation are made by the President of the Management Board acting singly or by two members of the Management Board acting jointly.
The Financial Committee
1. The Financial Committee consists of four to ten members, including the Chairman, who possess the requisite knowledge in the field of finance or accounting, appointed by the Foundation's Council for a five-year term of office. The Financial Committee may adopt its work regulations, which must be approved by the Foundation's Council.
2. The Financial Committee prepares the assumptions and strategies of investing the Perpetual Capital, which it submits to the Foundation's Council for approval. The Financial Committee controls and provides advice to the Management Board on operational issues concerning the investing and managing of the Foundation's assets, taking into account the principles and strategies approved by the Foundation's Council. The Chairman of the Financial Committee shall inform the Foundation's Council annually about material investment decisions.
3. The members of the Financial Committee perform their functions in an honorary manner. The members of the Financial Committee are entitled to a reimbursement of expenses incurred in connection with the performance of their functions.
The International Committee
1. The members of the International Committee are appointed and recalled by the Foundation's Council on its own initiative or on the motion of the authorities of States or international organisations, which have donated significant financial or material resources to the Foundation, in particular constituting the Foundation's Perpetual Capital.
2. The motion for the appointment or recalling of a member of the International Committee shall be submitted, unless the provisions of the agreement provide otherwise, on the on which a State or international organisation donated financial or material resources to the Foundation:
a) in the case of States – the head of the diplomatic representation of that State, accredited to the Ministry of Foreign Affairs of the Republic of Poland, and in the event of a lack of such a diplomatic representation – the minister appropriate for international affairs of that State;
b) in the case of international organisations – the authority appropriate for representing that organisation pursuant to the international agreement on the basis of which said organisation was established.
3. The International Committee convenes in session at least once a year.
1. The International Committee is an advisory and opining body.
2. In justified cases, a member of the Committee may be recalled, thereby, deprived of his/her membership in the Committee on the basis of a resolution adopted by the Foundation's Council.
3. Membership in the International Committee expires upon dismissal, or a written resignation, or death.
4. Members of the International Committee may not receive remuneration for participating in the work of this body, save for the reimbursement of documented expenses relating to their participation in the works of these authorities, including travel expenses.
5. Members of the International Committee may not be members of the Foundation's Management Board or the Foundation's Council or remain in a relationship of employment with the Foundation.
The Foundation’s public benefit activity
1. The Foundation conducts a socially beneficial activity in the area of public tasks as defined in the Law on Public Benefit Activities and on Voluntary Service, for the benefit of the whole of society, as public benefit activity. This activity is the exclusive statutory activity of the Foundation.
2. The Foundation’s statutory activity is conducted as a gratuitous activity as defined in the Law on Public Benefit Activities and on Voluntary Service.
3. The Foundation may not grant loans or provide security for liabilities with the Foundation’s assets to members of the Foundation’s authorities or the Foundation’s employees, nor to individuals to whom members of the Foundation’s authorities and Foundation’s employees are married, with whom members of the Foundation’s authorities and Foundation’s employees cohabitate or to whom they are related by consanguinity or by affinity in the direct line, by consanguinity or by affinity in the collateral line up to the second degree, or to whom members of the Foundation’s authorities and Foundation’s employees are related through adoption, guardianship or custody, hereinafter referred to as “relatives”.
4. The Foundation may not transfer its assets to the members of the Foundation’s authorities or employees or their relatives on different principles than apply to third parties, in particular, if such transfer is made gratuitously or on preferential terms.
5. The Foundation may not use its assets for the benefit of the members of the Foundation’s authorities or employees or their relatives on different principles than apply to third parties, unless such use follows directly from the Foundation's statutory goal.
6. The Foundation may not purchase goods or services from entities whose participants include members of the Foundation’s authorities or Foundation’s employees and their relatives, on other terms and conditions than those applicable to third parties or at prices that are higher than market prices.
Annual Report on the Foundation’s activity and External Audit.
The annual report on the Foundation's activity, irrespective of the components required by the applicable provisions of law, should present:
a) an assessment of the correctness of the management of the Foundation's activity,
b) changes of the Foundation's material and income situation, as well as its liquidity and profitability,
c) transactions that bring a loss and the reasons therefore, if those transactions and reasons had an impact on the Foundation's financial and income standing,
d) the reasons of the net loss shown in the profit and loss account.
Amendments to the Statutes
1. Amendments to the Foundation's Statutes require the adoption of a resolution by the Foundation's Council with a two-thirds majority of the votes casts by all members of the Council, after obtaining the opinion of the International Committee, the Museum's Director and the Foundation's Management Board.
2. A change of the designation of the Perpetual Capital requires a resolution adopted unanimously by all of the members of the Foundation's Council after obtaining the opinion of the International Committee and the Museum's Director.
3. The requirement of obtaining the opinion of the International Committee, the opinion of the Museum's Director or the opinion of the Foundation's Management Board shall be deemed satisfied if within 15 days from the submission by the Council of the appropriate motion for the opining on the proposed amendments to the International Committee, the Museum's Director or to the Foundation's Management Board, respectively, a written opinion of the authority or entity referred to in this clause is not provided.
Liquidation of the Foundation
1. The Foundation's Council decides on the liquidation of the Foundation by way of a resolution adopted unanimously, after obtaining the opinion of the International Committee and the Museum's Director.
2. The liquidator of the Foundation is appointed by the Foundation Council, by way of a resolution, upon the motion of the Management Board.
3. The Foundation's assets remaining after the liquidation of the Foundation shall be placed in the form of a donation at the disposal of the Auschwitz-Birkenau State Museum in Oświęcim.
4. The Foundation's Management Board shall immediately notify the Court and Minister of Culture about the liquidation of the Foundation.
The provisions of the Act on Foundations apply to issues not regulated by these Statutes.