STATUTE
of the Hestia Artistic Journey Foundation
(consolidated text from 9 July 2014)
Chapter I
General Provisions
§ 1
Foundation under the name “Hestia Artistic Journey Foundation “, hereinafter referred to as “the Foundation”, established by Sopockie Towarzystwo Ubezpieczeń ERGO Hestia SA with its registered office in Sopot, hereinafter referred to as the Founder, by the notarial deed Rep. A No. 21226./2014, drawn up on 30 June 2014 by the notary Anna Tarasiuk, who runs the Notary’s Office in Gdynia at the address Armii Krajowej 28/8, shall operate on the basis of the the Act – Law on Foundations of April 6, 1984 (Journal of Laws of 1991, No. 46, item 203, as amended), and pursuant to the provisions
§ 2
The Foundation shall have a legal personality.
§ 3
The registered seat of the Foundation is Sopot.
§ 4
The competent Minister with respect to the purpose of the Foundation is the Minister of Culture and National Heritage.
§ 5
The Foundation shall operate within the territory of the Republic of Poland.
The Foundation may carry out activities outside the Republic of Poland for the proper realisation of its social objectives.
The implementation of the Foundation’s statutory tasks may be carried out in cooperation with other entities.
§ 6
The Foundation may set up branch offices and other organisational units, hereinafter referred to as “representative offices”.
The Foundation shall have a representative office in Warsaw, where the Foundation’s Office will be located.
§ 7
The Foundation shall use an oblong or round stamp indicating its name and registered seat.
§ 8
The Foundation may establish and award honorary badges, together with other awards and distinctions, to natural and legal persons who contributed to executing the objectives pursued by the Foundation or to the Foundation itself.
The principles for awarding badges and awards shall be set out in the Rules for Presenting Honorary Badges, Awards and Distinctions.
Chapter II
Objectives and forms of operation of the Foundation
§ 9
The Foundation was established to carry out activities aimed at promoting young Polish artists, in particular by organising a regular competition in the field of fine arts for students and graduates of artistic universities under the name “Hestia Artistic Journey”.
§ 10
The Foundation shall carry out statutory activities and may carry out economic activity.
The Foundation shall pursue its statutory objectives by:
conducting competitions, including “Hestia Artistic Journey”, in the field of fine arts for students and graduates of art universities in Poland and abroad,
organising artistic exhibitions to promote young and promising Polish artists,
funding scholarships and awards for young artists,
organising conferences, seminars, events in Poland and abroad in the field of fine arts,
spreading information and issuing publications aimed at promoting young Polish artists as well as artistic and cultural activities and events,
building a collection of artworks by selected young artists,
collaborating with institutions run by the state and local governments as well as with non-government organisations operating in Poland with the aim to promote young art and artistic education,
collaborating with foreign institutions and organisations in the field of promoting, strengthening and propagating young Polish art and international exchange,
conducting a broad educational activity for different audiences in the field of artistic, humanistic, and social education as well as education through art.
§ 11
The Foundation shall not:
grant loans or collateral obligations to the organization’s property to its members, members of bodies or employees and persons with whom its members, members of the organs, employees are married, in a relationship or are in a first-degree of consanguinity or affinity, side-line affinity to the second degree, or are bound by the title of adoption, care or custody, hereinafter referred to as “close persons”,
transfer of assets to its members, members of the foundation’s bodies or employees and their close persons on a basis other than in relation to third parties, in particular where the transfer takes place free of charge or on preferential terms,
use the assets for the benefit of its members, members of the foundation’s bodies or employees and their relatives on terms other than those offered to third parties, unless this use directly results from the statutory purpose of the organisation,
purchase goods or services from entities, involving members of the organisation, members of its bodies or employees and their close persons, on terms other than those offered to third parties or at costs higher than the market prices.
§ 12
In order to achieve the objective referred to in § 9 of the Statute, the Foundation may support the activities of other entities carrying out operations in compliance with the statutory objective of the Foundation.
Chapter III
Property and revenues of the Foundation
§ 13
The property of the Foundation are the founding fund and the cash, securities, immovable property and movable property acquired by the Foundation in the course of its operation.
The founding fund consists of the contribution in cash in the amount of PLN 1,000,000 (in words: one million Polish zloty) , of which PLN 50,000 (in words: fifty thousand Polish zloty) is designated for its business activity.
§ 14
The Foundation shall bear responsibility for its obligations with all its property.
§ 15
1. The Foundation’s revenue comes from the following sources:
donations, inheritances, legacies,
subsidies and funding from state institutions and legal entities,
funds derived from fundraising, lotteries, auctions and public events organised by or on behalf of the Foundation, after obtaining permits determined by applicable law,
income from immovable and movable property,
income from economic activity carried out by the Foundation,
interest from bank deposits.
2. The accounting year shall be the calendar year.
3. The Foundation’s assets may be invested in economic projects carried out by the Foundations and in companies and securities issued or guaranteed by the State Treasury.
§ 16
In the case of acquiring inheritances, the relevant statement shall be made by the Board of the Foundation regarding accepting an inheritance with the benefit of inventory, and only if, at the time of the declaration, it is evident that the value of the active assets of the succession established in the inventory exceeds the succession debts.
Chapter IV
Governing bodies and organisation of the Foundation
§ 17
1. The bodies of the Foundation are:
1) the Supervisory Board of the Foundation
2) the Board of the Foundation.
2. The members of the Supervisory Board of the Foundation shall not be remunerated for participation in the work of this body, but may require the Foundation to reimburse the costs incurred and justified in connection with this activity, subject to §19 item 3 point 3.
3. The functions of a member of the Supervisory Board of the Foundation and the Board of the Foundation shall not be combined.
SUPERVISORY BOARD OF THE FOUNDATION
§ 18
The Supervisory Board of the Foundation is a controlling and supervisory body appointed by the Founder.
The Supervisory Board shall be composed of three to five members, including the President and the Vice-President.
The members of the Supervisory Board of the Foundation shall not:
be members of the management body of the Foundation or married to them, in a relationship, relative by consanguinity or affinity or subordinate in terms of employment,
be convicted by a final judgment of an intentional offence prosecuted on public charges or a fiscal offence,
receive for the performance of their duties in that body reimbursement of justified costs or a salary higher than a monthly salary in the business sector, announced by the President of Statistics Poland for the previous year.
4. Members of the Supervisory Board of the Foundation may be dismissed by the Founder before the end of their term of office for the following reasons:
filing a resignation,
an occupation the nature of which prevents the proper performance of the functions of a member of this Board,
illness or loss of power resulting in a permanent inability to perform the functions of a member of the Board,
the improper performance of the functions of a member of the Board,
a gross violation of the provisions of the Statute.
§19
The Supervisory Board of the Foundation shall work at meetings, convened by the Chair of the Board of the Foundation, at least twice a year.
§20
Resolutions of the Supervisory Board of the Foundation shall be adopted by a simple majority, except that at least half of its members, including the President or Vice-President, are required to be present for those resolutions to be valid.
In the event of an equal number of votes cast for and against the resolution in question, the vote of the President or, in his/her absence, the Vice-President shall decide.
Each member of the Supervisory Board of the Foundation shall have one vote.
§ 21
The scope of the Supervisory Board of the Foundation includes:
supervising the activities of the Board of the Foundation,
overseeing the Foundation’s activities,
approving the Board’s reports on the Foundation’s activities,
approving the Foundation’s annual financial reports,
approving decisions of the Board of the Foundation to hire employees within the Foundation’s Office,
presenting suggestions regarding the Foundation’s activities,
providing opinion on matters submitted to it by the Board of the Foundation,
reviewing the Foundation’s annual and multi-annual action plans,
approving the Foundation’s one-time commitment or expenditure exceeding PLN 50,000 gross (in words : fifty thousand zlotys) in relation to one entity and with a value exceeding PLN 200,000 gross (in words: two hundred thousand zlotys), accumulated in relation to one entity in one fiscal year.
§ 22
The Board of the Foundation shall report in writing to the Supervisory Board of the Foundation on its activities at least twice during a calendar year.
The Supervisory Board of the Foundation shall approve the Board’s reports on the Foundation’s activities and the annual accounts of the Foundation by a simple majority of votes.
§ 23
Persons and representatives of organisations whose activities are compliant with those of the Foundation may be invited to attend meetings of the Supervisory Board of the Foundation.
The participation of the persons referred to in item 1 in meetings of the Supervisory Board shall be of an advisory nature.
THE BOARD OF THE FOUNDATION
§ 24
The Board of the Foundation is a mandatory body of the Foundation appointed by the Founder for an indefinite period.
The Board shall consist of one to five members appointed and dismissed by the Founder at any time.
The work of the Board is directed by the President of the Board.
Members of the Board of the Foundation shall not be convicted by a final judgment for an intentional offense prosecuted on public charges or a fiscal offense.
The Rules of Procedure of the Board defining the functions and division of powers among the members of the Board shall be determined and approved by the Founder.
§ 25
The founder may dismiss the Board or any of its members at any time.
§ 26
Activities, organisation of work and remuneration rules of the Board shall be determined by the Rules of Procedure of the Board established by the Founder.
The Board may carry out its activities with the assistance of the Foundation’s Office, whose principles of operation shall be determined in a separate regulatory document.
§ 27
Members of the Board may remain in an employment relationship or other civil law relationship with the Foundation.
The Founder shall be authorised to enter into contracts with the members of the Board.
§ 28
The Board shall take decisions on all matters relating to the operation of the Foundation that do not remain within the competence of the Programme Board of the Foundation as well as the Supervisory Board of the Foundation and the Founder.
§ 29
The powers and responsibilities of the Management Board shall include, in particular the following matters:
representing the Foundation in external contacts,
managing the Foundation’s property,
accepting grants, donations, inheritances and legacies,
setting the rules governing the organisation and activities of the Foundation Office,
establishing and closing representative offices of the Foundation,
designing the Rules for Presenting Honorary Badges, Awards and Distinctions,
filing requests for amendments to the Statute, the merger and liquidation of the Foundation,
incurring liabilities, without the consent of the Supervisory Board, to make expenses with a value exceeding PLN 50,000 gross (in words: fifty thousand zlotys) in relation to one entity and a value exceeding PLN 200,000 gross (in words: two hundred thousand zlotys) accumulated in relation to one entity in one fiscal year,
preparing and submitting to the Supervisory Board of the Foundation the following documents to be approved:
annual and multi-annual action programmes of the Foundation along with the planned budget of expenditure,
Board’s Reports on the activities of the Foundation’s,
annual financial reports of the Foundation,
decisions to hire persons within the Foundation Office.
§ 30
The Board shall be authorised to make declarations of intent on behalf of the Foundation, subject to item 2.
If the Board consists of several members, declarations of intent on behalf of the Foundation shall be made by two members of the Board, including the President or the Vice-President.
§ 31
If the Board consists of several members, it shall adopt resolutions by a simple majority. For a valid adoption of a resolution, the presence of at least half of the members of the Board is required, and at the two-member Board the presence of both members of the Board. In the event of an equal number of votes, the vote of the President of the Board shall be deciding.
If the Board consist of one member, the decisions of the Management Board shall be taken on a one-person basis.
§ 32
Meetings of the Board shall take place as necessary, at least once a month.
Chapter V
Economic activities of the Foundation
§ 33
1. The Foundation may carry out economic activities at home and abroad, in accordance with the applicable regulations, in the scope of:
47.78.Z – Retail sale of other new products carried out in specialised stores,
47.79.Z – Retail sale of second-hand goods carried out in specialised stores,
58.1 – Publishing of books and periodicals and other publishing activities, excluding software,
79.12.Z – Activities of tourism organisers,
82.30.Z – Activities related to the organisation of fairs, exhibitions and congresses,
85.5 – Extracurricular forms of education,
90.02.Z – Activities supporting the exhibition of artistic performances,
90.03.Z – Artistic and literary creative activities,
90.04.Z – Activities of cultural objects,
2. Economic activity is carried out in the scope aimed at achieving statutory objectives.
Chapter VI
Amendment of the Statute
§ 34
Decisions on the amendment of the Statute, including the amendment of the objective of the Foundation, shall be taken by the Founder.
Chapter VII
Dissolution of the Foundation
§ 35
The Foundation shall be dissolved in the event of achievement of the objective for which it was established or in the event of exhausting its funds and property.
§ 36
The decision on dissolving the Foundation is taken by the Founder.
The dissolution shall be executed by the Board of the Foundation, unless the Founder’s decision referred to in item 1 states otherwise.

Chapter VIII
Final provisions
§ 37
The Statute shall enter into force on the date of registration of the Foundation in the National Court Register.