Foundation Charter

Foundation Charter

Chapter I

General provisions

§ 1

Fundacja Poszanowania Energii (Foundation of Energy Saving), further referred to as Foundation, is established to meet goals stated in the will of its founders declared in a Notary Deed.

§ 2

The Foundation operates on the grounds of:

1. an Act dated 06 April 1984 on foundations (Journal Of Laws No 21 item 97),
2. the Charter,
3. Other legal acts governing foundation activity.

§ 3

The Foundation is a legal person.

§ 4

The Foundation’s registered office is in Gdańsk.

§ 5

1. The Foundation operates on the territory of the Republic of Poland and abroad.
2. The Foundation may establish organisational units abroad provided this is necessary to achieve its goals.

§ 6

The Foundation uses a stamp reading: FUNDACJA POSZANOWANIA ENERGII w GDAŃSKU.

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Chapter II

Foundation’s Goals and Scope of Activity

§ 7

The Foundation’s objective is to:

• disseminate information on progress achieved in energy saving and use of renewable energy sources and therefore in reducing impact on the environment and creating institutions and financial grounds for reaching set goals,,
• support social initiatives in the field,
• implement in practice relevant projects and technologies in cooperation with domestic and foreign institutions and organisations,
• maximise use of local energy resources,
• improve the life standard of the region’s inhabitants and the economic condition of gminas in result of controlling energy consumption and involvement in using its renewable sources.

§ 8

1. The Foundation provides financial support for investments and other undertakings contributing to achievement of its goals.
2. The Foundation achieves the set goals in cooperation with relevant state authorities, self governmental authorities, legal persons and individuals whose activity remains in line with the Foundation’s goals.

§ 9

The Foundation reaches the set goals by:

1. conducting research work, measurements and expertise,
2. conducting studies aimed at amending regulations in force, legal standards and financing principles,
3. supporting and entering partnership in publishing, cultural and educational activity,
4. supporting and entering partnership in conducting general educational duties including training courses, lectures, presentations, exhibitions,
5. promotion and consulting activity,
6. designing and construction of installations, appliances and fittings related to energy saving and environmental protection,
7. transfer and adapting of foreign technologies in this scope,
8. supporting and participating in assignments aimed at applying and development of energy saving technologies,
9. support and development of regional industry and craftsmanship manufacturing appliances, equipment and materials for energy saving and application with renewable energy resources,
10. activities aimed at a better use of local energy sources, including gas and renewable energy sources to reduce loss on energy transfer.

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Chapter III

Foundation Assets

§ 10

The Foundation assets comprise sums declared by the Founders in the Founding Deed, financial means, real-estate, movable property and property rights acquired by the Foundation in the years of operation.

§ 11

The Foundation acquires financial means, and in particular through:

1. donations, endowments and grants,
2. income on movable and fixed assets,
3. income on own business activity,
4. money collection,
5. others.

§ 12

The Foundation’s assets, transferred in the Founding Deed, may be designated for starting and conducting business activity.

§ 13

The Foundation is held responsible with all Foundation assets for its liabilities.

§ 14

Founders may be released from course or training fees in case of courses or training organised by the Foundation. The decision on fee exemption is passed by the Foundation Programme Board.

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Chapter IV

Foundation Bodies

§ 15

The Foundation Bodies are:

1. Founders’ Meeting
2. Foundation Programme Board
3. Foundation Management Board..

§ 16

The Founders’ Meeting gathers the Founders listed in Annex no 1 to the Charter and founders accepted on the grounds of a resolution passed by the Founders Meeting in the country or abroad. The Founder may be a legal entity or individual seated in the country or abroad.

§ 17

The Founders Meeting has the following competencies:

1. Approval of Foundation Charter and amendments thereto,
2. Approval of programme framework and long term plans of Foundation activity,
3. Appointment and dismissal of the Foundation Programme Board and selection of the chairman,
4. Approval of regulations governing the activity of the Foundation Programme Board and Foundation Management Board,
5. Revision of Programme Board and Foundation Management Board reports and approval of the Foundation’s balance sheet,
6. Vote of approval for the Foundation Management Board.

§ 18

The Founders’ Meeting gathers at least once a year.

§ 19

The Founders’ Meeting is convened by the Programme Board and at the motion of at least three members of the Meeting or President of the Foundation Management Board.

§ 20

The Foundation Programme Board comprises not less than five persons where at least 50% represent the founders.

§ 21

The Founders Programme Board, according to regulations, has the following competencies:

1. Developing the Foundation’s future activity directions and programmes,
2. Day to day monitoring of Foundation activity and the work of the Management Board particularly financial management,
3. Approval of the Foundation’s annual financial plans,
4. Appointment and dismissal of the President and Members of the Foundation Management Board and principles governing their remuneration,
5. Appointment, from among its members, one deputy chairman of the Programme Board,
6. Establishment and liquidation of business activity units,
7. Decision making on the Foundation’s participation in other foundations, enterprises, companies, etc.

§ 22

The Foundation Programme Board gathers at least twice a year.

§ 23

The Foundation Programme Board meeting is convened by the Board Chairman also at the motion of at least three members of the Board or President of the Foundation Management Board.

§ 24

The Foundation Programme Board meetings admit the attendance of specialists with an advisory vote in the field under discussion.

§ 25

The term of office of the Foundation Programme Board lasts three years.

§ 26

1. The Foundation Management Board directly manages Foundation activity and represents the Foundation.
2. The Foundation Management Board comprises at least two persons.
3. Two members of the Foundation Management Board are required to express the Foundation’s statement of will, one of which is the president or his deputy.

§ 27

The Foundation Management Board, according to regulations, has the following competencies:

1. Management of Foundation activity and financial management,
2. Management of the Foundation’s business activity,
3. Submitting reports to the Founders Meeting for the previous year and economic and financial plans, by 31 March,
4. Accepting membership fees, donations, endowments and grants,
5. Conducting other activity not assigned to Founders Meeting or the Foundation Programme Board.

§ 28

1. Minutes are drawn of all Foundation bodies’ meetings.
2. Resolutions of all Foundation bodies are passed by an ordinary majority of valid votes cast in the presence of at least 50% + 1 persons authorised to vote. Resolutions of Founders Meetings on amending the Foundation Charter require 2/3 statutory votes.
3. Resolutions are passed in an open voting. At the motion of a member of a Foundation’s body, and in each case referring to personnel issues, the chairman of the meeting introduces voting by ballot.

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Chapter V

Foundation’s Business Activity

§ 29

Business activity will be conducted in the following areas:

1. Scientific research,
2. Training activity,
3. Production and services,
4. Company shares.

§ 30

1. Foundation business activity is conducted independently and isgoverned by economic calculations.
2. The Foundation Management Board manages the business activity.
3. For the purpose of running a business the Foundation Management Board may establish units and appoint their managers.
4. Unit managers hold competencies for unit management as granted in the Management Board’s authorisation.
5. If given business trends of the Foundation do not meet stipulated objectives, the Programme Board resolves their liquidation.

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Chapter VI

Final Provisions

§ 31

1. The Foundation is subject to liquidation in cases stipulated by law.
2. The decision of Foundation liquidation and allocation of its assets is passed by the Founders Meeting by at least 2/3 of statutory votes.

§ 32

Issues not covered by this Charter are governed by provisions of the Act on foundations.

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