STATUTE OF THE “PHASMA-MUSIC” FOUNDATION
The foundation under the name “Phasma-Music”, hereinafter referred to as the Foundation, established by Michail Travlos, hereinafter referred to as the Founder, by a notarial deed of notary Piotr Langowski in the Notary's Office in Gdańsk, at ulica Piwna 1/2, registered under Repertory A No. 3317 on 27 April 2016, shall operate pursuant to the provisions of the law, in particular to the provisions of the Act of 6 April 1984 on Foundations (consolidated text of 18 December 2015, Journal of Laws of 2016, item 40, as amended), pursuant to the Act of 24 April 2003 on Public Benefit and Voluntary Activities (consolidated text of 1 February 2016, Journal of Laws of 2016, item 239, as amended) and pursuant hereto.
The Foundation shall have the status of a legal person.
The Foundation shall have its seat in the town of Kwidzyn.
The minister in charge of culture and national heritage shall exercise supervision over the Foundation.
1. The Foundation shall operate on the entire territory of the Republic of Poland.
2. In order to properly fulfil the statutory objectives, the Foundation may operate within the country and abroad.
The Foundation shall operate for an unspecified period of time.
The Foundation may create branches, as well as join partnerships, companies and foundations.
Joining partnerships, companies and/or foundations may not occur if such joining could potentially result in a change in the Foundation's objectives.
The Foundation shall conduct public benefit unpaid and paid activities, pursuant to the provisions of the Act of 24 April 2003 on Public Benefit and Voluntary Activities.
The Foundation shall use a seal indicating the Foundation's name and logo.
1. The Foundation has been established in order to fulfil socially useful objectives, in particular:
a) to conduct educational and social activities;
b) to conduct teaching and cultural activities;
c) to conduct public benefit activities, as defined in the Act of 24 April 2003 on Public Benefit and Voluntary Activities, that correspond with the Foundation's objectives.
2. The guiding principle of the Foundation shall be the universal ethical social and cultural values which serve the well-being and happiness of every man.
3. In its activities, the Foundation shall pursue affirmation of the human dignity by developing human creative abilities, appropriately to the requirements and expectations of the contemporary world.
4. In its activities, the Foundation shall adhere to the principle of respecting the human dignity, rights and liberties.
5. The Foundation shall have a friendly attitude toward the world, and the Foundation's activities shall stress the Foundation's particular sensitivity to the wrongs and misfortune suffered by others.
STATUTORY OBJECTIVES AND MEANS OF FULFILMENT THEREOF
1. The Foundation's objective shall be to carry out public benefit tasks with regard to:
a) support, promotion and popularisation of music, and deepening and broadening of the knowledge thereof;
b) popularisation, support and promotion of music of various styles, eras and genres with regard to classical, popular and folk music;
c) popularisation, support and promotion of undertakings which combine various types of arts, such as theatre, dance, pantomime, music, the fine arts and/or film;
d) actions aimed at developing music culture and education as well as artistic work, in particular contemporary art;
e) actions aimed at cultivating and propagating domestic and foreign music works;
f) initiation and support of actions aimed at disseminating popular knowledge of the role of music culture in rapprochement between nations and in creation of the common European heritage;
g) support of research activities and creation of the technical base for the purpose of preserving and promoting music works, including recording activities;
h) support of the idea of cross border cooperation and of development of new musical and artistic projects in the convention of New Forms of Art;
i) attracting of educators, activists and artists to the Foundation’s ideas, and development of the relations with domestic and foreign creative and scientific circles;
j) promotion of the conduct befit of a Citizen of Culture – an aware participant and creator of the cultural life of the society as a supplement to the social policy of the state;
k) support of the development of individual musical talents;
l) support of musical institutions;
m) support of music education;
n) sponsoring of scholarships;
o) sponsoring of concerts;
p) sponsoring of music recordings;
q) sponsoring of publications of scores and of books on music;
r) promotion of soloists and bands;
s) popularisation and propagation of the music culture;
t) support and popularisation of cultural and artistic undertakings, including theatre performances, fine arts and photographic exhibitions, film presentations and others;
u) promotion and propagation of music as an innovative method for social education and prevention;
v) propagation of music among children, young people and adults as an important tool for communication and social dialogue;
w) use of music for propagation of science, education, teaching and character education;
x) use of music for propagation of knowledge and skills contributing to combating social pathologies;
y) use of music for propagation of knowledge and skills contributing to addiction prevention and sober lifestyle;
z) use of music for propagation of knowledge and skills contributing to the public policy and security;
aa) facilitation of the access to culture and music;
bb) propagation of social musical activity;
cc) support of any and all socially beneficial musical initiatives;
dd) protection of cultural and national heritage assets;
ee) promotion of Polish music outside of the borders of the Republic of Poland;
ff) inspiration, development and strengthening of social behaviours aimed at active participation and cooperation in the development of a civil society;
gg) activities to the benefit of organisations the statutory objectives of which are educational, teaching and cultural activities, as well as activities aimed at charity and at assisting disabled persons;
hh)cooperation with nursing homes, Universities of the Third Age and retirement homes;
ii) activities to the benefit of socially excluded persons and of persons in danger of such exclusion;
jj) cooperation with reform homes and schools, and with penal institutions;
ll) promotion and organisation of voluntary work.
1. The Foundation shall fulfil the Foundation's objectives by:
a) initiating and organising domestic and international artistic events, such as concerts, festivals, workshops, competitions, etc.;
b) organising and financing artistic undertakings in the form of cultural events in Poland and abroad, with the participation of Polish and foreign artists;
c) organising concerts, performances, exhibitions and vernissages of the works of young artists in Poland and abroad;
d) organising and participating in events aimed at promoting artists, in particular musicians;
e) promoting young artists in Poland and abroad;
f) organising a young talents festival;
g) propagating the development of artistic education at primary, middle and secondary schools, in particular with regard to music education;
h) cooperating with Polish and foreign composers, promoting young artists;
i) cooperating with self-government agencies and with cultural institutions and organisations in Poland that promote cultural life;
j) creating the technical base for the purpose of preservation and promotion of musical works;
k) cooperating with Polish and foreign institutions of higher education and with other scientific and educational institutions with regard to implementation of research, educational and training projects;
l) exploring and returning into the cultural circulation Polish musical works that have been forgotten or undiscovered;
m) cooperating with scientific authorities on pilot research projects;
n) conducting domestic and international training courses dedicated to vocal bands;
o) organising conferences and seminars concerning educational, training, research and artistic activities;
p) allowing for the cooperation between various circles and institutions and non-governmental organisations on partnership projects as a response to the demand for cultural education of the society;
q) reinforcing the national and cultural identities by creating and cultivating the native tradition and by taking actions to propagate patriotic values in music culture;
r) stimulating and developing artistic potential in children and in young people, in particular in those from disadvantaged areas;
s) organising and financing scholarship aid for talented children and young people;
t) caring for the Polish heritage, cultivating and propagating the Polish music culture among Polish communities abroad;
u) conducting publishing and producing activities;
v) ordering works of art and promoting same;
w) contributing to protection of the rights to artistic performances, in particular by cooperating with collective rights management organisations, as appropriate to the fields and type of the artistic activities conducted by the Foundation, with regard to the monitoring of the use of their artistic performances and repartitions;
x) organising money or goods collections;
y) financing projects directed at fulfilling the Foundation's objectives;
z) granting scholarships, bonuses and awards to artists;
aa) preparing artistic projects which combine all types of art;
bb)organising and financing symposia and conferences aimed at propagating the Foundation's objectives;
cc) promoting Polish artists abroad and foreign artists in Poland;
dd)organising and financing the trips abroad of Polish artists and of persons connected with the activities of such artists;
ee) assisting in the implementation of artistic and scientific projects propagating the Foundation's objectives, including by financing the purchase of score materials, of musical accessories and of musical equipment;
ff) cooperating with natural and legal persons and with local government organisations, as well as with governmental and non-governmental organisations, including foreign and international organisations, the activities of which are related to the Foundation's objectives;
gg) organising international cooperation concerning the Foundation's objectives;
ii) providing organisational, financial and material assistance to persons and individuals starting and conducting activities with regard to the Foundation's objectives;
jj) carrying out public tasks connected with combating of addictions and of social pathologies;
kk)cooperating with the public administration, state agencies and non-governmental organisations to the extent covered by the Foundation's objectives;
ll) supporting the interests of socially marginalised groups;
mm) cooperating with the media for the purpose of promoting the Foundation's ideas;
nn)providing organisational assistance to persons and individuals starting and conducting activities convergent with the Foundation's objectives;
oo)attracting to the Foundation's objectives persons and institutions supporting the Foundation's activities;
pp) supporting the activities of other legal or natural persons whose activities are convergent with the Foundation's purposes.
TYPES OF THE FOUNDATION'S ACTIVITIES
1. The Foundation shall conduct:
a) unpaid statutory activities;
b) paid statutory activities.
1. Paid statutory activities shall include in particular:
a) preparation, realisation and propagation of concerts;
b) conducting of music-based educational activities;
c) organisation of musical reviews, competitions and workshops;
d) conducting of publishing activities in accordance with the Foundation's statutory objectives;
e) activities connected with the staging of artistic performances;
f) activities aimed at assisting in the staging of artistic performances;
g) publication of magazines and other periodicals;
h) other publishing activities;
i) activities connected with the production of films, video recordings and television programmes;
j) activities connected with the screening of films.
THE FOUNDATION'S ASSETS AND INCOME
The Foundation's assets shall consist of the Initial Fund in the monetary amount of PLN 1000 (one thousand zloty), mentioned in the notarial deed establishing the Foundation, and of the financial resources and other property obtained and/or acquired by the Foundation in the course of the Foundation's activities.
The Foundation's assets may only serve the sole purpose of conducting the statutory activities. The income earned from the Foundation's assets shall be used solely for fulfilling the statutory objectives and for replacing and expanding the Foundation's assets necessary for the fulfilment of the statutory objectives.
The income from the paid public benefit activities shall only serve the sole purpose of conducting public benefit activities.
The remuneration earned on account of the activities conducted may not
exceed the amount which guarantees reimbursement of costs and ensures continuity of such activities, including the expenses necessary for the fulfilment of the objectives.
Any excess revenue over expenditure shall be allocated by the Foundation to public benefit activities conducted to the benefit of the general public or of a specific group of entities, on the condition that such group is singled out due to a particularly difficult life and/or financial situation thereof relative to the society.
The Foundation shall be subject to unlimited personal liability for the Foundation's obligations.
The Foundation's income shall be earned from:
a) donations, inheritances and bequests;
b) subsidies and subventions from state agencies and from legal persons;
c) resources acquired from public fundraisers, lotteries, auction sales and public events organised by the Foundation or to the benefit of the Foundation, upon receiving the permits specified in appropriate provisions of the law;
d) income from immovable and movable assets;
e) resources acquired on the grounds of the Act on Public Benefit and Voluntary Activities;
f) other revenues, including in particular those from the European Union funds.
Within the limits stipulated in the provisions of the law in force, the income from subventions, donations, inheritances and bequests may be used for the fulfilment of any and all of the Foundation's objectives, unless the donors have decided otherwise.
If the Foundation is appointed to inheritance, the Foundation's Board shall make a statement of acceptance of the inheritance up to the level of net assets when, at the time of making such statement, it is obvious that the assets of the inheritance significantly exceed the inheritance debts.
The Board may, by way of a resolution, grant to particularly distinguished natural or legal persons the title of Honorary Sponsor of the Foundation. The title of Honorary Sponsor shall be of personal nature.
The Board may, by way of a resolution, establish badges and honorary medals, and grant same together with other awards and distinctions to natural or legal persons who or which have rendered great service to the Foundation's goals.
The Foundation shall be prohibited from:
a) granting loans or putting the assets of the organisation as collateral for liabilities in relation to the members, members of bodies or employees thereof, as well as to persons with whom the members, members of bodies and employees of the organisation are in matrimony, cohabitation, or linear consanguinity or affinity, collateral consanguinity or affinity to the second degree, or with whom are connected by means of adoption, custody or guardianship, hereinafter referred to as “close persons”;
b) transferring its assets to its members, members of its bodies, or its employees, as well as to close persons thereof under conditions different than those applicable to third persons, in particular if such transfer occurs free of charge or on preferential terms;
c) using its assets to the benefit of its members, members of its bodies or its employees, as well as to close persons thereof under conditions different than those applicable to third persons, unless such use arises directly from a statutory objective;
d) purchasing goods and/or services from entities in which members of the organisation, members of its bodies, or its employees participate, as well as from close persons thereof under conditions different than those applicable to third persons or at prices higher than the market prices.
THE FOUNDATION'S BODIES AND ORGANISATION
2. The Foundation's bodies shall constitute of:
a) the Foundation's Council;
b) the Foundation's Board.
2. The Foundation's Board shall be the Foundation's managing body.
3. The Foundation's Council shall be the supervisory body, collective inspection body and the body of opinion with respect to the Foundation's activities.
1. A Foundation's Council shall be established, comprised of 3 to 5 members.
3. Members of the Council shall perform their functions on voluntary basis.
4. The right to appoint and dismiss members of the Foundation's Council shall be vested for life in the Founder. Following the death of the Founder or if the Founder is unable to appoint a member of the Foundation's Council as required hereby, members of the Foundation's Council shall be appointed by means of a resolution by the current members of the Foundation's Council by majority of votes upon a candidate's giving written consent to join the Foundation's Council.
5. The tenure of office of a member of the Foundation's Council shall last 4 years. Members of the Foundation's Council may be elected for subsequent tenures of office.
6. Members of the Foundation's Council:
a) may not be members of the managing body, or be in matrimony, cohabitation, consanguinity, affinity and/or subordination in service with such members;
b) may not have been sentenced by a sentence with force of law for an intentional offence prosecuted by the public prosecutor or for a fiscal offence;
c) may be reimbursed, in consideration for serving the function, reasonable expenses, or receive remuneration in the amount no higher than the average monthly salary in the business sector, as announced by the President of the Central Statistical Office, for the previous year.
7. The tenure of office of a member of the Foundation's Council shall expire in the event of:
b) taking up of a job the nature of which makes proper discharge of the functions of a Council Member impossible;
c) illness, disability or loss of strength causing permanent inability for
discharge of functions;
d) default of discharge of the functions of a Council member for a period longer than a year;
e) improper discharge of the functions of a Council member;
f) fundamental breach of the provisions hereof.
The following shall fall within the competence of the Foundation's Council:
1. supervision over the implementation of the Foundation's main policies;
2. putting forward of requests concerning the Foundation;
3. assessment of various and long-term action programmes;
4. expression of opinions on matters presented by the Board;
5. adoption of the rules of procedure for the Board;
6. establishment of the Foundation's internal organisation;
appointment and dismissal of the Foundation's Board upon the Founder's request, and – following the Founder's death or if the Founder is unable to make such request – independently;
8. handling and approval of reports on the Board's activities and acknowledgement of the fulfilment of duties thereof;
9. establishment and approval of the amounts of salaries of the employees of the Foundation's office and of the Board members.
The Foundation's Council shall, at the first meeting thereof, elect from among the members thereof the Chairman, the Deputy Chairman and the Secretary of the Foundation's Council.
The Foundation's Council shall work at meetings convened by the Chairman of the Foundation's Council no less often than twice per year.
Such meetings shall be attended by a representative of the Foundation's Board – for the purpose of making of statements.
Resolutions of the Foundation's Council shall be adopted by simple majority of votes, with the stipulation that the validity thereof shall require the presence of no fewer than half of the members of the Foundation's Council, including the Chairman and/or the Deputy Chairman.
Each member of the Council shall have one vote. Resolutions shall be adopted by majority of votes and in the event of a tied vote, the Chairman shall have the casting vote.
Persons and representatives of organisations whose activities are convergent with the Foundation's objectives may be invited to participate in a meeting of the Foundation's Council.
The participation of the persons referred to in Paragraph 1 in meetings of the Foundation's Council shall be of advisory nature.
THE FOUNDATION'S BOARD
1. The Foundation's Board, hereinafter referred to as the Board, shall consist of one to three members, including the President, and in case of a collective Board, also the Vice-President, and shall be appointed for the period of two years.
2. Members of the Board may not have been sentenced by a sentence with force of law for an intentional offence prosecuted by the public prosecutor or for a fiscal offence.
3. Membership in the Board shall expire upon lapse of the period for which the Board has been appointed, or upon resignation, dismissal or death of a Board member.
4. A Board member may be dismissed prior to the lapse of such member's tenure of office in the event of:
b) taking up of a job the nature of which makes proper discharge of the functions of a Board member impossible;
c) illness, disability or loss of strength causing permanent inability for
discharge of functions;
d) default of discharge of the functions of a Board member for a period longer than a year;
e) improper discharge of the functions of a Board member;
f) fundamental breach of the provisions hereof.
5. The President, the Vice-President and the members of the Board shall be appointed and dismissed by the Foundation's Council upon the Founder's request, and – following the Founder's death or if the Founder is unable to make such request – independently.
The work of the Board shall be managed by the President of the Board.
The Board shall manage the Foundation's activities and represent the Foundation externally.
The Foundation's Board shall:
represent the Foundation externally;
draw up the Foundation's annual and long-term action programmes;
draw up reports on the Foundation's activities;
manage the Foundation's assets;
accept subsidies, donations, inheritances and bequests;
determine the employment volume and appropriations for remuneration for the Foundation's employees;
manage the Foundation's day-to-day operations, and be responsible for the fulfilment of the Foundation's statutory objectives and for the Foundation's performance;
make decisions with regard to joining companies, partnerships and foundations;
move for making amendments hereto, or for merging or liquidation of the Foundation;
appoint the plant managers and approve the organisational regulations of the plants.
In case of a collective Board, declarations of will shall be made by two Board members, including the President and/or the Vice-President, on behalf of the Foundation.
The Board shall adopt resolutions by simple majority of votes, with the stipulation that validity of the resolutions requires the presence of no fewer than half of the Board members, including the President and/or the Vice-President of the Board.
Meetings of the Board shall be held whenever necessary, no less often than once per month.
The Foundation's Board may appoint as an advisory body thereof a Foundation's Programme Council comprised of persons supporting the Foundation's ideas.
1. The Foundation's Programme Council shall be a body with initiatory and advisory powers.
2. The Foundation's Programme Council shall consist of 2 to 3 members, including the Chairman of the Foundation's Programme Council.
3. The Founder may be a member of the Foundation's Programme Council.
4. The Chairman of the Foundation's Programme Council shall be appointed by the Board by means of a resolution for the period of 3 years. The Chairman may be elected multiple times.
5. Members of the Foundation's Programme Council shall be appointed by the Chairman of the Programme Council for the period of 3 years.
6. A member of the Foundation's Programme Council may be appointed into the Council multiple times.
7. Members of the Foundation's Programme Council may be dismissed by the Board by means of a resolution prior to the expiration of their tenure of office.
8. The extent of competence of the Foundation's Programme Council shall cover:
a) putting forward of requests concerning the Foundation's activities;
b) expression of opinions on the matters presented by the Foundation's Board;
c) assessment of the Foundation's annual and long-term plans of action.
9. The Foundation's Programme Council shall work at meetings convened by the Chairman of the Council, no less often than once per year. The Board may move for convocation of an additional meeting of the Council.
10. Resolutions of the Foundation's Programme Council shall be adopted by simple majority of votes. In the event of an equal number of votes cast for and against a given resolution, the Chairman shall have the casting vote.
11. Members of the Foundation's Programme Council and Board may invite to participate in the meetings of the Programme Council persons or representatives of organisations whose activities are convergent with the Foundation's objectives.
The Foundation may merge with another foundation for the purpose of efficient fulfilment of the Foundation's objectives.
A merger may not occur if such merger could potentially result in significant changes in the Foundation's objectives.
Decision to merge with another foundation shall be made by the Board by way of a resolution adopted by absolute majority of votes.
AMENDMENTS TO THE STATUTES
No amendment hereto may concern any changes in the Foundation's objectives.
Decisions to make amendments hereto shall be made by the Foundation's Council by way of a unanimous resolution adopted upon the Board's request.
The Foundation shall be liquidated if the Foundation accomplishes the objectives for which the Foundation has been established or if the financial resources or assets are exhausted.
Decision to liquidate the Foundation shall be made by the Foundation's Council by way of a unanimous resolution adopted upon the Board's request. Liquidation shall be performed by the Board, unless the Foundation's Council specifies another liquidator in the resolution, who shall be vested with any and all powers of the Board during the liquidation period.
Assets remaining upon liquidation of the Foundation shall be transferred to institutions the activities of which are convergent with the Foundation's objectives.
The Foundation shall draw up reports on the Foundation's activities in pursuance of the provisions of the law in force.
The Statutes shall become effective as of the day on which the Foundation is registered in the National Court Register.
Drawn up in Kwidzyn on April, 27, 2016.