Bylaws of the "ROZENBLAT Family Foundation"

TITLE I          General Provisions

Art. I.

·  The Foundation established under the notarial deed drawn up at the Notary Public Office of Joanna Jaśkowiak in Kórnik, Repertory  A entry no. 1626/2006, hereinafter referred to as the "Foundation" acts on the basis of the Act of 6 April 1984 on Foundations, Act of 24 April 2003 on Public Benefit and Volunteer Work and the Articles of Association hereof ("Bylaws”).

·  The name of the Foundation shall be "The ROZENBLAT Family Foundation".

·  The Foundation may use the name counterparts in foreign languages and a distinctive graphical sign (logo) the form and content of which shall be determined by the Foundation's Management Board.

·  The relevant minister for the oversight of the social security shall supervise the activity of the Foundation.

TITLE II The Territory and Headquarters of the Foundation

Art. 2.

·  The Foundation shall carry out its activity in the territory of the Republic of Poland and abroad.

·  The foundation's headquarters are situated in Krosinko, Mosina county.

TITLE III The Objectives, Form and Scope of the Foundation's Activity

Art. 3.

The aim of the Foundation is to carry out educational, cultural, physical education and sports, charity and social aid activities intended to initiate the process of civilisation progress and cultural changes to create a level playing field for children in their intellectual and cultural development.

Art. 4.

1. The Foundation shall purse its goal particularly through:

·  provision of direct and indirect financial, material, organisational, educational, research, child care, and cultural aid and offering support in the form of organisation or co-financing of free training and symposia;

·  communication of the educational needs of the children living outside urban areas to the government administration authorities;

·  promoting the achievements of other countries particularly advanced in the process of child education in the form of co-financing of the print and distribution of brochures devoted to these issues and promoting foreign experiences in this area;

·  financing the awards and scholarships for particularly gifted and talented individuals;

·  raising funds and donating them for extra meals for children at schools;

·  co-financing charity and fund raising events, concerts and exhibitions.

2. In pursuit of its goals, the Foundation may support the activity of other individuals or institutions whose objectives coincide with the goals of the Foundation.

3. The Foundation shall carry out a non-profit public benefit activity in the following fields:

a) Other social work activities without accommodation n.e.c.(88.99.Z),

b) educational support activities (85.60.Z),

c) Other sports activities (92.72.Z.),

d) other amusement and recreation activities n.e.c (92.72.Z)

Art. 5.

·  The Foundation may use marks and stamps with an inscription providing information on its name and headquarters.

·  The Foundation may use badges and honorary medals and award them together with distinctions to individuals and legal entities that rendered great services in the pursuit of the objectives of the Foundation or the Foundation.

TITLE IV Authorities of the Foundation

Art. 6.

The authorities of the Foundation shall be: Management Board, Council of Founders and Auditing Committee.

Art. 7.

·  The Management Board shall be composed of one up to four members.

·  Members of the Management Board shall be appointed for an indefinite period.

·  The first composition of the Management Board shall be appointed by the Founders through a representation concerning the establishment of the Foundation. The manner of appointment of the consecutive members of the Management Board are laid down in sections 4 and 5.

·  The Management Board may appoint, through co-opting, new members subject to that the total number of the Management Board members may not exceed four persons. The co-opting of new members shall be under the Management Board resolution.

·  In a situation where no members remain on the Management Board, new members shall be appointed by the Council of Founders.

·  The Council of Founders may dismiss members from the function of a Management Board member. The relevant representation of the Council of Founders shall be served to the Management Board in writing. The Management Board may not appoint a new Management Board member previously dismissed by the Council of Founders without the Council's consent.

·  In the case of a collective Management Board, the Management Board may appoint a President who will be responsible for the organisation of the work of the Management Board.

·  In the case of a single-person Management Board, all functions of the Management Board as envisaged in the Articles of Association shall be performed by such sole Management Board member.

Art. 8.

The following shall be within the competence and duties of the Management Board: managing the activity of the Foundation with respect to the fulfilment of its goals and objectives including business activity, if such activity is undertaken by the Foundation, and representing the Foundation outside including assumption of liabilities and disposal of the Foundation's assets in full extent, and in particular:

·  managing the property and funds of the Foundation;

·  managing the business activity of the Foundation, if undertaken by the Foundation;

·  taking decisions with respect to purchase, sale and encumbrances on the tangible, movable and immovable assets of the Foundation;

·  ensuring that the Foundation acts in accordance with the Articles of Association;

·  hiring employees of the Foundation and determining their remuneration;

·  appointing proxies in individual matters;

·  establishing internal organisational units, other than the field ones, of the Foundation and determining their organisational structure (e.g. Office of the Management Board) and supervising their activity, establishment and dismissal of the internal committees;

·  adopting annual subject matter activity plans of the Foundation;

·  adopting annual and long-term budget plans of the Foundation;

·  drawing up reports on the Foundation's activity;

·  adopting internal bylaws of the Foundation including the bylaws on the award of distinctions referred to in Art. 5.;

·  taking decisions concerning membership in the domestic and international organisations and entities.

Art. 9.

·  Each Member of the Management acting independently shall be authorised to represent the Foundation in all matters.

·  In agreements and disputes between the Foundation and a Member of the Management Board, the Foundation shall be represented by the Council of Founders or a proxy appointed by the Council.

·  In the case of a collective Management Board, the Management Board shall make decisions with respect to matters exceeding the scope of the ordinary management and in matters requiring resolutions in accordance with the Articles of Association. The resolutions shall be taken unanimously.

·  The resolution may be adopted by circulation voting by telephone, letter or e-mail or through fax transmission after agreement on the vote content.

·  All resolutions shall be signed by the voters and in the case of the circulation voting they shall be signed during the subsequent Management Board meeting.

·  The resolutions shall be registered in the Management Board Resolution Book.

·  The Management Board may receive remuneration for the performance of their functions. Art. 9 section 2 of the Articles of Association shall be applicable in this respect.

Art. 10.

Mandates of the Management Board members shall expire in the following situations:

·  written resignation submitted to other Management Board members and in the case of a single-person Management Board to at least one of the Founders, on the date specified in the resignation not earlier than, however, 14 days of the resignation being served,

·  dismissal by the Council of Founders,

·  loss of legal capacity or lawful sentence prohibiting the member to perform of the function, or his/her death.

Art. 11.

·  The Council of Founders shall be composed of the Founders and Founder proxies referred to in art. 14 of the Articles of Association.

·  Membership in the Council of Founders shall expire upon written resignation or death of the Council's member.

·  The Council of Founders does not perform supervisory functions and has the competence as laid down in the Articles of Association.

·  The Council of Founders makes decisions through unanimous resolutions. The Founder and Founder's proxy may act through a plenipotentiary.

Art. 11 a

1. The Auditing Committee is an authority separate from the management Board which is not subordinated to the Management Board with respect to auditing and supervisory activities; the members of the Auditing Committee:

a) may not be members of the Management Board or be related to the Management Board members by blood, affinity or be subordinated to them as employees,

b) may not be convicts validly sentenced for wilful crimes.

2. Members of the Auditing Committee shall be appointed for a two-year term under a resolution of the Council of Founders. The Auditing Committee shall be composed of 3 members.

1. The duties of the Auditing Committee shall include:

a) audit of the current work of the Foundation,

b) audit of the activity of the Management Board and its individual Members,

c) submission of applications with respect to the adoption of the annual report of the Management Board on the performance of statutory tasks to the Council of Founders,

d) submission of applications to the Council of Founders with respect to resignation before the elapse of the Management Board term or individual members of the Management Board.

TITLE V Foundation's Property and Funds and Business Activity

Art. 12.

·  The property of the Foundation is composed of the founding capital and other funds and items of assets.

·  Initial assets of the Foundation - founding capital - shall be composed of the following items donated to the Foundation by the Founders in the representation concerning the establishment of the Foundation:

by Paulina Różewska - PLN 3 000,

by Krzysztof Rozenblat - PLN 3 000.

·  Assets designated for the fulfilment of the Foundation's goals shall be the following:

revenues generated from the Foundation's assets,

revenues from statutory activity,

revenues from business activity if undertaken by the Foundation,

inheritance, donations and endowments,

public and private subsidies and subventions,

pecuniary and in-kind donations by individuals supporting the Foundation,

other pecuniary and in-kind revenues.

·  The Management Board makes a representation with respect to rejection or acceptance of inheritance up to the level of net assets.

·  The Foundation shall not carry out a business activity. The Management Board may take a unanimous decision concerning the commencement of business activity in so far as it is necessary for the fulfilment of its statutory objectives. To this end, the Management Board shall amend the Articles of Association by supplementing it with an attachment and determining the scope of activity and value of the items of assets necessary in connection with such activity. The Provisions of Art. 13 section 2 shall not be applicable.

·  The Management Board may create separate funds in the Foundation which will be intended to finance specific aims and measures undertaken by the Foundation.

The following shall be prohibited:

·  granting loans or securing liabilities against Foundations assets granted to or of members of the Foundation's authorities or employees, or spouses, relatives or individuals related to such members or employees by direct or secondary kinship up to the second degree or related by custody, care or adoption (hereinafter referred to as "relatives");

·  donating the Foundation's assets to members of the Foundation's authorities or employees or their relatives under the rules other than those applied with respect to third parties;

·  using the Foundation's assets for the benefit of the members of its authorities or employees or their relatives under the rules other than those applied with respect to third parties, unless such use is linked directly with the statutory aims of the Foundation;

·  purchase of goods and services under special terms offered by the entities in which members of the Foundation's authorities, its employees or their relatives have ownership interests.

TITLE VI Final Provisions

Art. 13.

·  Subject to section 2, any amendment to the Articles of Association of the Foundation shall be made by the Management Board acting jointly in the form of a written resolution.

·  Resolutions concerning the amendment of the Articles of Association shall require approval by the Council of Founders.

Art. 14.

·  In the case of a Founder's death, duties of the deceased Founder shall, under the Articles of Association, be transferred to the Founder's Proxy. The proxy shall be appointed by the Founder by way of a written decision served to the Management Board and other Founders.

·  The proxy may be dismissed by the Founder at any time of which the Founder shall notify the Management Board and other Founders in writing. The proxy may resign from the performance of his/her duties by service written notice to the Founder. After the death of the Founder, the proxy may resign from the performance of his/her duties by serving a notarially certified written notice and appoint another proxy in his/her place.

·  After Founder proxy's resignation or death without the appointment of another proxy,  and also in the event of failure to appoint the Founder's proxy by the Founder before his/her death, the Founder's proxy shall be appointed by a resolution adopted during the meeting of the remaining Founders,  Founder proxies and Management Board members. The resolution should be adopted by an absolute voting majority in the presence of at least half of the members authorised to vote after their being notified by the Management Board at least 14 days in advance of the necessity to adopt the resolution, the venue and date of the meeting. The so appointed proxy may be dismissed at any time by a 2/3 voting majority.

Art. 15.

·  The Foundation may fuse with another foundation to efficiently pursue its objectives.

·  The decisions with respect to the fusion shall be made by the Management Board by unanimous resolution. Art. 13 section 2 shall be applied respectively.


·  In the event of accomplishment of the objective for which the Foundation was established or in the event of exhaustion of the assets and property of the Foundation, the Foundation shall be liquidated.

·  The Management Board shall be the liquidator of the Foundation and it shall be required to complete all the activities of the Foundation.

Art. 17.

·  The Foundation may enter into agreements and arrangements with other organisations and institutions pursuing similar goals.

·  The Foundation may establish new foundations and acquire shares and become member of companies and other entities.

·  The Foundation may accede to entities whose activity may serve the purpose of fulfilment of the Foundation's goals.

·  In matters not governed by the provisions of these Articles of Association, the provisions of the prevailing law and in particular the Act on Foundations shall be applicable.

Art. 18.

The Rozenblat Foundation shall draw up annual subject matter reports on its activity, promulgates and submits the annual financial statement to the relevant minister for the social security matters.

The wording of the Articles incorporates the amendments of 5 December 2008.

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