Statute
Statute (unofficial translation)
Preamble
The Polish German Cooperation Foundation, established in 1991, has completed a significant part of its tasks. The Polish State Treasury has fulfilled its financial obligations ensuing from the Agreement between the Government of the Republic of Poland and the Government of the Federal Republic of Germany on the financial facility extended in 1975, concluded on 7 November 1990. In accordance with the common standpoint of the Polish and German Governments, the operations of the Foundation are to be continued with the support of the funds that remain available. To this end, it is necessary to adapt the provisions of the Statute of the Foundation, which shall read as follows:
Part I
General Provisions
§ 1
1. The Polish German Cooperation Foundation, hereinafter referred to as “the Foundation” has been established by the Minister of Finance in the name of the State Treasury of the Republic of Poland.
2. Establishment and operations of the Foundation constitute a form of continuation of the execution of the provisions contained in the Joint Announcement of the Polish Prime Minister and the Chancellor of the Federal Republic of Germany of 14 November 1989, hereinafter referred to as “the Announcement”, and in the Agreement concluded between the Government of the Republic of Poland and the Government of the Federal Republic of Germany on the financial facility extended in 1975, signed on 7 November 1990 in Warsaw, hereinafter referred to as “the Agreement”.
Chapter 1
Seat and operations of the Foundation
§ 2
1. The Foundation shall be seated in the Capital City of Warsaw.
2. The Foundation shall have legal personality.
3. The Foundation may use its own logo and equivalents of its name in foreign languages.
§ 3
The Foundation shall operate, among others, in the territory of the Republic of Poland and the Federal Republic of Germany. In order to carry out its operations, the Foundation may open offices or branches in the territory of both countries. The Foundation may conduct its operations also outside the Republic of Poland and the Federal Republic of Germany, doing own projects and granting financial support to the partners who file applications, if it is guaranteed that a given enterprise may be of common interest for both countries.
§ 4
The Foundation has been established for indefinite term.
§ 5
The Foundation may carry out business activity in the scope set out in § 11.
Chapter 2
Goal of the Foundation
§ 6
1. The goal of the Foundation shall be to provide financial support to enterprises which are of common interest for both the Republic of Poland and the Federal Republic of Germany. The Foundation shall comply with the provisions of the Joint Announcement and the Agreement in attaining this goal.
2. The funds of the Foundation shall support in particular:
a) Polish and German enterprises in the form of meetings,
b) actions for the benefit of partnership, cooperation of self-governments and other institutions,
c) popularisation of the German language and culture in the Republic of Poland and the Polish language and culture in the Federal Republic of Germany,
d) scientific research in the field of knowledge of Germany and Poland and regional, European and international relations of both countries with third countries,
e) knowledge competitions, scientific papers, literary and arts activities concerning Poland, Germany and the European Union,
f) educational actions to protect the natural environment,
g) granting the Polish German media award,
h) supporting economic contacts between the Republic of Poland and the Federal Republic of Germany, in particular educational actions, seminars and conferences in that area,
i) actions for the benefit of preserving common cultural heritage.
Chapter 3
Principles and the form of operations of the Foundation
§ 7
1. The Foundation shall execute its statutory goals by:
a) awarding fixed-amount grants for the benefit of entities which carry out the enterprises that comply with the statutory goals of the Foundation and were selected and approved by the Management Board of the Foundation,
b) awarding repayable grants for the benefit of such entities,
c) initiating and financing of own projects.
2. The support shall be granted by the Foundation provided that the supported entity complies with specific conditions, including, among others, obligation of the supported entity:
a) to use the financial means in accordance with their purpose,
b) to submit reports to the Foundation on the manner of use of the financial means obtained, c) to ensure that the participation of the Polish German Cooperation Foundation in financing is emphasised in a clear manner in the course of execution of enterprises,
d) to settle by the entity the grants awarded.
§ 8
1. When adopting resolutions on project support, the Management Board may not exceed the amount of revenues from the funds allocated from the assets of the Foundation and received, less the funds necessary to maintain the value of its assets.
2. The value of the financial support shall be determined by the Management Board by resolution separately for each enterprise. The resolution shall set out the manner, the schedule and the form of support.
3. Members of the Management Board, employed on a full-time basis, shall make unanimous decisions on awarding or refusal to award financial support in the amount not exceeding PLN 30,000. Should it be impossible for them to make a unanimous decision, the Management Board shall make decisions concerning grant award in accordance with the principles specified in § 15 clause 2.
4. The Management Board shall make decisions on awarding grants in the amount exceeding PLN 30,000 in accordance with the principles specified in § 15 clause 2.
5. A promise to support projects may be given when the applicant finances the entire project, together with the cost of its operations.
6. Project financing principles shall be specified by the Management Board in the Rules and Regulations of the Foundation and agreements drawn up thereupon.
§ 9
The costs of operations of the Foundation, including in particular its administrative costs, shall be covered from the means at its disposal. The administrative costs shall be as low as possible.
Part II
Assets of the Foundation
§ 10
1. The assets of the Foundation shall include means allocated for the guaranteed founding capital and other elements of the assets received or acquired in the course of operations of the Foundation.
2. The founding capital was established by effecting in Polish zloty in accordance with the agreement repayment in instalments the principal and interest on the financial facility extended to Bank Handlowy S.A. in Warsaw by Kreditanstalt für Wiederaufbau in Frankfurt on the Main on 31 October 1975 pursuant to Agreement dated 9 October 1975 between the Government of the People’s Republic of Poland and the Government of the Federal Republic of Germany on granting the financial facility.
3. The elements of assets referred to in clause 1 may include money, securities, property rights, movable and immovable property.
4. The elements of assets acquired in the course of operations of the Foundation shall be in particular:
a) revenues generated on the assets of the Foundation, including bank interest,
b) donations, subventions, grants, inheritances, legacies and other property benefits made for the benefit of the Foundation by domestic and foreign individuals or legal persons,
c) special-purpose grants in the form of fixed-amount funds allocated for a specific purpose, d) property rights and benefits and revenues from those rights,
e) revenues from collections, auctions, tenders organised by or for the benefit of the Foundation,
f) revenues from business activity.
5. The revenues generated by the Foundation on the assets of the Foundation shall be allocated for the execution of its statutory goals and for covering necessary administrative costs of the Foundation.
6. The Management Board shall be liable for reliable and cost-effective management of the assets of the Foundation and it shall take actions aiming at increasing its value.
§ 11
1. The Foundation shall conduct business activity in particular in the form of:
a) real property lease and tenancy,
b) purchase of treasury securities available on the domestic market,
c) fully-collaterilised capital deposits on bank accounts,
d) awarding repayable grants.
2. The business activity shall be conducted in the organisational form separated from other activity of the Foundation.
Part III
Bodies of the Foundation
§ 12
The Bodies of the Foundation shall be:
a) the Management Board
b) the Foundation Board.
Chapter 1
Management Board
§ 13
1. The Management Board shall be composed of six members. The Government of the Republic of Poland and the Government of the Federal Republic of Germany shall appoint one Co-Chairman each, one Managing Member employed on a full-time basis and one other member.
2. Members of the Management Board shall be appointed for three years as of the day of their individual appointments. A member may be reappointed. Should trust be lost to a member, the Government which appointed them may recall them.
3. Managing Members who are employed on a full-time basis shall be remunerated by the Foundation. The other members of the Management Board shall perform their functions in person and shall receive a lump-sum reimbursement of costs incurred due to the performance of their functions.
4. Both Governments shall inform each other in advance of their intention to appoint or change a member of the Management Board.
5. The Management Board shall resolve on the division of functions and competences between the two Managing Members employed on a full-time basis by a unanimous resolution in the presence of all members of the Management Board.
6. Managing Members employed on a full-time basis shall perform the role of managers of places of work within the meaning of the provisions of the Labour Code. Both managing members of the Management Board employed on a full-time basis shall take unanimous decisions on personnel issues. Should it be impossible for them to reach agreement, the entire Management Board shall take the decision.
7. Employment agreements and other civil law agreements concluded with the members of the Management Board shall be approved by the Foundation Board. They shall be signed by at least six members of the Foundation Board.
§ 14
1. The Management Board shall be authorised to take decisions on issues connected with the Foundation and to represent the Foundation towards third parties.
2. The competences of the Management Board shall include in particular:
a) consideration of applications for granting support for the benefit of individual enterprises and determination of the form and the amount of the support granted,
b) determination of the principles of project support, including the terms and conditions of granting support and the requirements that need to be fulfilled by the reports made by the entities using the support,
c) proposing to the Foundation Board of programmes and annual financial plans of the Foundation, preparing balance sheets and reports on the operations of the Foundation,
d) suggesting amendments to the Statute,
e) adopting the Rules and Regulations of the Foundation,
f) adopting a resolution and applying to the Governments of the Republic of Poland and the Federal Republic of Germany for liquidation of the Foundation,
g) determination of the liquidation procedure of the Foundation and appointment of the liquidator,
h) determination of the principles of remuneration of employees of the Foundation and the fees for experts appointed by the Foundation Board.
3. The Statement of Intent shall be made in the name of the Foundation jointly by both Managing Members employed on a full-time basis.
§ 15
1. Meetings of the Management Board shall be convened at a joint request of both Co-Chairmen. The Management Board shall hold meetings at least twice a year. The meetings shall be presided over by the Co-Chairmen in turn. In exceptional cases, each of the Co-Chairmen may indicate another member of the Management Board as their substitute at a given meeting.
2. The Management Board shall adopt resolutions by the majority of two thirds of votes in the presence of at least two members of the Management Board who represent the Republic of Poland and the Federal Republic of Germany. In the cases referred to in § 14 clause 2 letters b–g, resolutions shall be made by the majority of five sixths of votes of all members of the Management Board. Except in the cases referred to in § 14 clause 2 letter b-g, it shall be admissible to organise the voting by circulation. The provision of § 8 clause 3 shall remain unchanged.
3. Documentation used to prepare resolutions of the Management Board shall be made in Polish and German. Such documentation shall be provided no later than within two weeks prior to the meeting.
4. Resolutions of the Management Board shall be adopted at its meetings.
5. Resolutions may be adopted without convening a meeting by voting in writing, in all cases except the cases referred to in § 14, clause 2 letters b–g.
Chapter 2
Foundation Board
§ 16
1. The Foundation Board shall be composed of ten persons – five persons appointed and recalled by each Government.
2. One Polish and one German member of the Foundation Board shall be representatives of a given Government. The other members shall be representatives of economic, cultural, scientific and political life of both countries.
3. The Foundation Board shall meet at least once annually in the seat of the Foundation.
4. The Foundation Board shall adopt the Rules and Regulations approved by the Minister of Finance of the Republic of Poland.
5. The tasks of the Foundation Board shall include:
a) supervision over the attainment of goals of the Foundation,
b) approval of annual action plans of the Foundation, including financial ones,
c) giving recommendations to the Management Board (in the form of resolutions),
d) appointment of a registered auditor to audit the financial statements of the Foundation,
e) approval of the annual statements audited by the registered auditor,
f) issuing opinions on the application of the Management Board to liquidate the Foundation.
6. The Foundation Board shall give the Management Board of the Foundation the vote of approval.
7. Should the vote of approval not be given, the Foundation Board shall apply to the given Government and request that one or more members of the Management Board or the entire Management Board be recalled.
8. The Foundation Board shall determine the principles and the amount of remuneration, per diems and lump-sums for the members of the Management Board.
9. To comply with the provisions of § 6 clause 2 letter i, the Foundation Board may appoint experts who issue opinions on projects of the Management Board.
Part IV
Final provisions
§ 17
1. In accordance with the Agreement, the Foundation shall be obligated to submit to the Government of the Republic of Poland and the Government of the Federal Republic of Germany annual reports, approved by the Foundation Board, on the use of the funds of the Foundation and its administrative costs.
2. The Tax Control Office in Warsaw and the Federal Accounting Chamber of the Federal Republic of Germany shall be authorised to control the budget and financial issues of the Foundation.
§ 18
The Foundation shall cooperate with other institutions and organisations that have similar goals in the performance of its statutory goals.
§ 19
1. The Foundation shall be liquidated when its statutory goals are attained or when the funds and the assets of the Foundation are exhausted.
2. The Management Board shall adopt a unanimous resolution on applying to the Government of the Republic of Poland and the Federal Republic of Germany for approval of the liquidation.
3. Liquidation of the Foundation shall be subject to approval of the Governments.
4. The Government of the Republic of Poland and the Government of the Federal Republic of Germany shall both take decisions on using the remaining assets following the liquidation of the Foundation.
§ 20
1. Each amendment to the Statute shall require approval of the Government of the Republic of Poland and the Government of the Federal Republic of Germany.
2. An application for amendments to the Statute may be filed by:
a) the Management Board of the Foundation,
b) the Foundation Board,
c) each Government.
§ 21
The Foundation shall not be liable for the obligations of the State Treasury of the Republic of Poland. The State Treasury of the Republic of Poland shall not be liable for the obligation of the Foundation. The Federal Republic of Germany shall not be liable for the obligation of the Foundation.
