INNOVATION PLATFORM FOUNDATION CHARTER
The Innovation Platform Foundation (abbreviated further as ‘the Foundation’), operates under the provisions of Polish law, in particular the Act of 6 April 1984 on Foundations (Dz. U. No. 46 of 1991, pos. 203 as amended) and the present Charter.
The Foundation operates as a legal entity.
The duration of the Foundation is indefinite.
1. In the course of pursuing its social and economic goals the Foundation may perform its operations in the country and beyond the borders of the Republic of Poland.
2. The Foundation may set up enterprises, subsidiaries, and merge with other foundations
3. The Foundation is allowed to conduct business operations.
4. The Foundation uses a round seal with the inscription on the rim, indicating the name and seat.
The seat of the Foundation is the capital city of Warsaw.
The minister responsible for the scope of activities and goals of the Foundation is the minister responsible for economic affairs.
The Foundation may establish badges, medals of honor and other distinctions that may be awarded, along with other prizes to individuals and legal persons for their exceptional contribution to the activities of the Foundation.
FOUNDATION OBJECTIVES AND PRINCIPLES OF OPERATION
Objectives of the Foundation:
1. To promote and support innovative and inspiring undertakings and pro-innovative thinking.
2. To support activities aimed at international cooperation, European integration and the development of contacts and cooperation between the peoples of United Europe and Israel.
3. The support of scientific, cultural, and environmental activity within the idea of innovation.
The Foundation pursues its goals through:
1. Organizational and financial support of courses, lectures, seminars, symposia, conferences, shows, exhibitions, lectures and specialized training to entities and persons interested in supporting the objectives of the Foundation.
2. Organizing and funding of conferences, conventions and meetings aimed at promotion of cooperation with domestic and foreign institutions involved in subjects of interest of the Foundation.
3. Promotion of entities and innovative projects in capital markets with particular emphasis on the domestic capital market.
4. Presenting and promoting the idea of innovation in the media.
5. Organizing of rankings and competitions promoting the idea of innovation and other statutory objectives of the Foundation.
6. Presentation of national achievements in innovation and implementation of innovative technological and organizational solutions in cooperation with domestic and foreign entities.
7. Preparing and issuing publications in the form of books, papers, magazines and other content related to the statutory goals of the foundation.
8. Promotion of implementation and usage of innovative solutions and management systems based on international standards by micro and small businesses.
9. Giving opinion on documents and papers related to innovation and other areas of interest of the Foundation.
10. Organization, support and funding of meetings and recreational, sports, educational and cultural events strengthening the comprehensive development of the society with special emphasis on the disabled as well as socially vulnerable and excluded groups.
11. Outsourcing and subsidizing research projects in Poland and abroad.
12. Financing of scholarships as well as scientific cooperation with consortia of industrial and scientific-technological parks, all kinds of incubators and technology transfer centers.
13. Cooperation with venture capital funds, business angel networks, seed capital funds with the involvement of innovative solutions and promotion of innovative firms.
14. Funding of research and development and support in the implementation of its outcome and innovations in Poland and abroad.
The Foundation may support the activities of individuals and institutions whose objectives are in line with its own.
ASSETS AND INCOME OF THE FOUNDATION
The Foundation’s assets include the founding capital in the amount of 2500 PLN and other property acquired by the Foundation during its operation. The Founders allocate the amount of 1500 PLN for statutory objectives of the Foundation, while for the conduct of business activity by the Foundation they allocate the amount of 1000 PLN.
The Foundation’s assets are increased by:
1. donations, inheritances, bequests, grants and other donations
2. interest and bank deposits
3. revenue from business activities
4. income from collections and public events
5. income from property rights
6. income from assets, real estate and property rights, in particular securities and other financial instruments available on the capital market
7. income from the share in profits of legal persons
8. grants – contracts for the transfer of funds to the Foundation with the duty to settle them
9. other income
1. The Foundation’s assets are invested in current accounts, bank deposits, bonds, stocks and shares, real estate and – within the meaning of applicable legislation – movable property.
2. The Foundation may establish funds, including dedicated funds.
3. The income specified in § 12 may be used by the Foundation to establish special funds, named after the people who have provided the Foundation through inheritance or donation with the relevant financial resources.
4. The decisions regarding establishment of special purpose funds and special funds, determining the amount to be transferred to the fund, as well as regarding expenditures from the fund are taken by the Management Board of the Foundation. Regarding funds mentioned in pkt.3 these decisions should be made in adherence to the intentions of the testators and legators.
5. Statements required by law concerning the acceptance of donations and inheritance are issued by the Management Board.
6. In case of inheritance the Management Board shall submit a statement of acceptance of the inheritance only if at the time of this statement it is clear that the inherited assets are much higher than the inheritance debts.
The financial year of the Foundation is the calendar year and the fiscal year for the first period ends with the last day of the year.
BODIES OF THE FOUNDATION
The bodies of the Foundation are:
1. The Founders
2. The Foundation Council
3. The Foundation Management Board
THE FOUNDERS IF THE FOUNDATION
1. The Founders of the Foundation are:
a) JAN WITTLIN
b) PIOTR GRZYWACZ
c) ADAM PYTLIK
2. The Charter of the Foundation and all its changes require approval by the Founders. Member of the Foundation Council are appointed and dismissed by the Founders in accordance with the provisions of the Charter of the Foundation.
3. Decisions of the Founders are made in the form of resolutions. The resolutions are passed unanimously
THE FOUNDATION COUNCIL
1. The Foundation Council (hereinafter referred to as the “Council”) is the control and consultative body of the Foundation.
2. The Council consists of 2 to 5 members. In case a legal person is member of the Council it is represented by a designated individual.
3. As the first members of the Foundation Council are appointed for one-year term:
a) JAN WITTLIN
b) PIOTR GRZYWACZ
c) ADAM PYTLIK
4. Subsequent members of the Council as well as replacements of members, who ceased performing this function are appointed by the Founders in form of a resolution. Term duration of Council members is set for 3 years.
5. Individual members of the Council can be dismissed by the Founders at any time.
6. Membership in the Council expires upon death, written resignation submitted to the Council, dismissal or conviction for an offense committed deliberately. Dismissal of Council member shall be performed by resolution of the Founders as a result of: judicial deprivation of civil rights, loss of legal capacity or other circumstances that prevent or significantly impede the function of the person as Council member or could cause a loss of confidence in relation to the Council member.
7. The Foundation Council elects its Chairman who directs the work of the Council, acts as its representative and presides over the meetings of the Council. If the Council did not choose the Chairman one of the Founders is designated to perform this function.
8. The members of the Council do not receive remuneration for their function, except for reimbursement of reasonable costs associated with participation in the activities of this body, including travel costs.
9. It is not allowed to share the function of Council Member with being a Management Board Member or remaining in an employment contract with the Foundation.
10. A person convicted of an offense committed deliberately cannot become a member of the Council.
1. Meetings of the Council shall be held when necessary but not less frequently than once a year.
2. Meetings of the Council are convened by initiative of its Chairman, at the written request of the Management Board, a Founder or at least 1/3 of the members of the Council.
3. The meetings are chaired by the Chairman of the Council or another person designated by him.
4. The Council takes decisions in the form of resolutions. Resolutions are passed by a simple majority of votes in the presence of at least half of the members of the Council. In case of equal votes the Chairman of the Council has the deciding vote. Voting at the Council meetings shall be open.
5. The Founders or their representatives as well as other persons invited by the Council may be present at the Council meeting.
The Foundation Council promotes the objectives for which the the Foundation was created. The competencies of the Council cover supervision of the implementation of the objectives of the Foundation. The tasks of the Council also include:
a) approval of the financial statements prepared by the Foundation;
b) evaluation of the Management Board and giving the members of the Management Board its vote of approval;
c) making legal transactions with members of the Management Board and setting their remuneration;
d) Presentation of its opinion on the priorities in the current activities of the Foundation to the Management Board;
e) Suggesting amendments to the Charter and giving opinion on amendments presented to the Council by the Management Board;
f) taking a stance on matters brought forth by the Management Board as well as control of the current activities of the Foundation;
g) awarding of prizes, scholarships and awards determined by a resolution of the Management Board to those that emerged among candidates nominated by the Management Board and Council members;
h) making other decisions reserved to the authority of the Council by this Charter.
FOUNDATION MANAGEMENT BOARD
1. The Management Board (the “Board”) directs the activities of the Foundation and represents the Foundation in relations with external parties.
2. The Board shall consist of one to three persons including the President.
3. The President of the Board is appointed directly by the Foundation Council and the other members of the Board are approved by the Foundation Council following a request of the President. The first Board is appointed by the Foundation Council for a period of a three (3) year term.
4. The term of office for the Management Board extends over a 3-year period.
5. Membership in the Board shall expire in case of:
– a written resignation,
– deterioration of health causing permanent inability to perform the function,
– significant violation of the provisions of this Charter.
6. Members of the Board may be engaged under an employment contract and remunerated for performing their duties in accordance with rules established by the Foundation Council.
7. The Management Board, its individual members or the Chairman of the Board may be dismissed by the Foundation Council at any time for reasons mentioned in paragraph. 5.
8. Towards the members of the Management Board the Foundation is represented by the Foundation Council. Legal transactions with members of the Management Board are performed by the Chairman of the Foundation Council.
9. The Management Board may appoint a Panel of Experts including researchers and practitioners in the relevant fields to perform evaluations of projects undertaken by the Foundation.
The authority of the members of the Board shall include all matters not reserved to the Foundation Council, in particular:
a) directing the activities of the Foundation;
b) management of the Foundation’s assets within the limits set by the Council;
c) reporting obligations of the Foundation to all bodies of state and local administration;
d) submitting reports from financial activities upon written request of the Council;
e) receiving subsidies, inheritances, bequests and donations;
f) creation and dissolution of organizational units and other entities of the Foundation;
g) setting the rules of employment and remuneration of staff dealing with statutory and economic activities of the Foundation, in particular the entering and termination of employment contracts;
h) empowerment of representatives acting on behalf of the Foundation and defining their authority;
i) creation of subsidiary enterprises by the Foundation, determining their organizational regulations and granting of powers of attorney to their managers;
j) presenting proposals on amendments to the Charter, mergers or liquidation of the Foundation.
1. Declarations of intent on behalf of the Foundation is made independently by the President of the Management Board or two members of the Management Board collectively. A representative may be appointed by the Management Board to conduct of business or other activities of a separate entity of the Foundation.
2. In matters regarding employment the President of the Management Board or a proxy, as referred to in paragraph. 2 acts as the employer.
3. The Management Board shall exercise its functions with the support of the Foundation Office.
1. Management Board resolutions are passed by majority vote in the presence of at least half of its members. In the event of an equal number of votes the casting vote that of the President of the Management Board.
2. The Members of the Board may participate in a meeting of the Board by telephone, videoconference or another system with the aid of which each member can speak to all the other members, hear them and be heard by them. Such participation will constitute presence at the meeting of the Board.
3. A written resolution signed by all members of the Board shall be valid and effective if it has been adopted at a properly convened and held meeting of the Board.
The Management Board shall, within 3 months from the end of the financial year, submit an annual report to the Foundation Council covering the Foundation’s activities and the financial statements of the Foundation in the form prescribed by relevant legal regulations.
TEAM OF EXPERTS
1. The Team of Experts (hereinafter referred to as “the Team”) is an advisory body supporting the Management Board; it may be appointed and dissolved – if necessary – by the Management Board either independently or at the written request of the Foundation Council.
2. The role of the Team covers in particular the following areas:
– providing information and advice on all matters relating to the implementation of the objectives of the Foundation;
– suggesting new directions for program activities of the Foundation;
– proposing new initiatives and programs aimed at the development of the Foundation;
– advisory activities supporting the Foundation Council and the Management Board;
– support and advertising the activities of the Foundation.
3. The Team may consist of an unlimited number of people.
4. The work of the Team is coordinated by a Leader appointed by the Management Board.
1. In order to be appointed as an expert by the Management Board in the form of a resolution a natural person has to meet the criteria of accepting the goals of the Foundation, agreeing to comply with the Charter, as well as presenting experience and past efforts to advance the development of the idea of innovation or professional reputation in areas relevant to the objectives of the Foundation.
2. Members of the Team may be both Polish citizens and citizens of other countries.
3. Team members may take part in all actions, events and projects organized by the Foundation or with the participation of the Foundation.
4. Members of the Team do not receive remuneration for the activities described in § 25 paragraph.2, except for reimbursement of reasonable expenses incurred during participation in the work of the advisory body such as travel costs.
1. Membership in the Team expires due to:
– death of a member of the Team,
– voluntary resignation by notifying the Management Board in writing,
– adoption of a resolution by the Management Board to terminate membership due to:
a) cessation of the reason for which the team has been established;
b) non-compliance by the member of the Team with provisions of the Charter or resolutions of the Management Board;
c) actions to the detriment of the Foundation;
d) other circumstances that prevent or significantly hinder the activity of the team member or lead to loss of confidence in respect to him.
2. The resolution regarding termination of membership in the Team shall be delivered to the relevant members in writing.
BUSINESS ACTIVITIES OF THE FOUNDATION
1. The Foundation may conduct business operations appropriate in size to achieve its objectives, either independently or in collaboration with other entities in the country and abroad in accordance with relevant regulations.
2. The economic activities of the Foundation may also be carried out through participation in commercial companies in the form of shares.
1. The Foundation may conduct business in the following areas:
– Wholesale on order
– Wholesale of household goods and personal
– Activities of travel agencies
– Financial intermediation
– Activities auxiliary to financial intermediation otherwise not categorized
– Research and development in the field of social sciences and humanities
– Real estate services on its own account
– Rental of real estate on its own account
– Real estate services on behalf of third parties
– Activities in the field of software
– Market research and public opinion
– Commercial activities otherwise not categorized
– Continuous education of adults and other forms of education
– promotion of entrepreneurship
– Supporting the development of an information and knowledge-based society
– Preventing digital exclusion
– Maintaining of databases containing investment data relevant to the economic development of the region and the dissemination in the media about investment opportunities in the areas concerned,
– Support of contacts between Polish and foreign self-government institutions and non-governmental organizations.
2. Activities requiring a license or permit under separate legal regulations may be carried out after it has been obtained by the Foundation.
3. The above operations can also be performed in cooperation with domestic and foreign partners.
Income from the activities referred to in Section 29 should be allocated for realization of the objectives of the Foundation.
The economic activity of the Foundation may be carried out by separate enterprises. The organizational solutions and regulations for running these enterprises will be determined by a resolution of the Management Board.
CHAPTER X – PRINCIPLES OF FINANCIAL MANAGEMENT AND BOOKKEEPING
1. The Foundation manages its finances and accounts under the according to the provisions of relevant regulations.
2. The economic activities should ensure a full return on investment and the income from it should be used to finance statutory activities. The Foundation may also provide for the creation of a development fund required to conduct business operations.
3. The headcount, remuneration rules and the size of the funds allocated for salaries are determined by the Management Board.
4. The components of fixed assets used in business operations are subject to amortization and write-offs according to relevant rules.
5. Decisions regarding investment projects made by the Management Board.
6. Expenses incurred in foreign currencies in the country and abroad are financed in compliance with applicable law.
The Foundation submits an annual report on its activities for the previous year to the relevant Ministry.
CHAPTER XI – CHANGES TO THE CHARTER
1. Changes to the Charter of the Foundation may occur at any time by resolution of the Founders.
2. Change to the Charter may not diminish the Foundation’s objectives set out in the Founding Act.
CHAPTER XII – FINAL PROVISIONS
The Foundation may merge with another Foundation provided a lasting guarantee of the attainment of its objectives is provided by the acquiring Foundation.