EAST FOUNDATION CONSTITUTION
Chapter I: General Provisions
1. The East Foundation, called further on "Foundation", shall be operating in accordance with provisions of the Foundations Act of 6 April 1984 (Official Gazette of June 1991 no. 46, item 203, uniform text) and provisions of this Statute, on the strength of the notary act dated 14 April 2009 Repertory A no. 214/2009 drawn up in the Notary Public Office, Sienkiewicza 1/1 in Białystok.
2. The Foundation is a legal entity.
3. The Foundation, for the need of international cooperation, may use its name in foreign languages.
4. The Foundation's seat shall be the city of Białystok.
5. The Foundation shall operate on the territory of The Polish Republic and outside its borders in accordance with the Polish law and domestic law of a given country of the activity.
6. For accomplishment of its statutory tasks the Foundation shall be permitted to set up its permanent and temporary local branches, establishments, offices, representatives in the country and abroad.
7. The time of the Foundation's activity shall be unlimited.
8. The Foundation's supervisory minister shall be the Minister of Foreign Affairs.
9. The Foundation shall use the seal with the Foundation's name according to the design approved by the Board.
Chapter II: Objectives and forms of the Foundation's activity
10. The Foundation's objective shall be supporting actions for the benefit of international cooperation in the fields of development, prevention of social exclusion, raising awareness and development of civil society, enterprise and bringing together the nations and countries of Central and Eastern Europe and Caucasus.
11. The Foundation shall be accomplishing its objective particularly through:
a. Implementation of the international development aid programmes, including organisation and coordination of the development programmes,
b. cooperation with Polish and foreign institutions and organisation, including taking actions aiming at receiving in-kind and financial assistance for the realisation of the Millennium Development Goals,
c. international cooperation for the development, democracy, market, education, science, culture, information exchange, environment and health protection, social and humanitarian aid, with particular consideration for the region of Central and Eastern Europe and Caucasus,
d. conducting European education and education on global developmental problems,
e. activities supporting equaling chances of the weak or those endangered with social exclusion (among others: the disabled, the minorities, the refugees, people from the pathological contexts or the areas disadvantaged economically, socially, culturally),
f. actions aiming at the protection of civil and religious (as an ecumenical activity) rights and freedoms, equal rights of women and minorities, access to information, legal assistance, juridical system, and promotion of the civil activity and responsibility, supporting the inclusion of the citizens in the public life,
g. conducting educational actions, promoting development assistance and rules of functioning of the civil society,
h. supporting and organizing courses, trainings, seminars, thematic workshops,
i. organizing and offering advise and consultancy in the sphere of development assistance and stable growth of the partner organizations,
j. promoting and supporting the development of young people through such tools as: youth exchanges, voluntary service, practice, on-the-job trainings, informal and intercultural education,
k. participation in informational networks about international initiatives,
l. other activities supporting the realization of statutory objectives.
12. The Foundation, in addition to realizing its own initiatives, also cooperates with other institutions, organizations and natural persons in order to achieve its statutory objectives. This cooperation may take form of organizational support, partial or complete funding of an undertaking or assistance in obtaining the necessary funds from other sources.
13. The Foundation also pursues its statutory activities through membership in organizations assembling Polish and foreign foundations whose statutory objectives correspond to those of the Foundation.
14. The Foundation may engage in economic activity in order to accomplish its objectives, in accordance with the binding regulations.
Chapter III: The Foundation's assets
15. The Foundation's assets shall include the amount of 5.000 Polish zloty (five thousand Polish zloty) as an Initial Fund and financial means, real estate and other assets purchased by the Foundation during its activity.
16. The Foundation's incomes can come from:
a. Incomes from donations, grants, property rights, inheritances and bequests,
b. Legal entities subventions,
c. Incomes from Foundation's movable and immovable assets,
d. Incomes from commercial activities performed by the Foundation
e. Interest on bank deposits and securities.
17. Foundation's assets and incomes shall be allocated exclusively for accomplishment of its statutory objectives and for covering indispensable costs connected with Foundation's activity.
18. In case of acquiring incomes enumerated in article 16 appropriated for a specific activity by a donor, while transferring property to the Foundation, the Foundation is obliged to take into account the will of the donors and contributors.
19. Separate funds might be established in the Foundation.
Chapter IV: Foundation's organs
20. Foundation's organs shall be:
a. Foundation's Council, called further on "Council", and
b. Foundation's Board, called further on "Board".
21. Council is an advisory body of the Foundation and is supervisory for the Board.
22. Council may establish constant commissions and other advisory and consultative bodies.
23. Council shall be composed of 6 up to 12 members.
24. Council term of office shall be 5 years.
25. The members of the first Council shall be appointed by the Founder. Any new members, replacing the persons who stopped performing their functions, or those widening the Council's composition shall be appointed by the Council.
26. Council shall appoint its Chairperson from among its members. Chair shall coordinate the Council work, represents it on the exterior, summons and chairs the Council meetings.
27. Chair and Council's members might be dismissed from their functions before the end of their term of office in the following cases:
a. Resignation,
b. Absence in the 4 consecutive Council meetings,
c. Acting in the ways contradictory to the Foundation's aims and its statute.
28. In particularly justified cases the dismissal of a Council member might take place as a result of the secret voting by the remaining members.
29. Council holds its meeting according to the adopted by-laws.
30. The Council meetings are convened by the Council Chair on own initiative not rarely than once a year, for the request of the Board or at least 1/3 of Council members.
31. Council shall adopt its resolutions by simple majority of votes. Council's resolutions shall be adopted in presence of at least a half of its members. Council's resolutions are signed by the Chair and recorder.
32. Tasks of Council shall include supervision on the Foundation's activity, in particular:
a. define the main directions of the Foundation's activity
b. adopt principles and directions of allocating Foundation's funds,
c. approve annual reports of the Board activity, supervise and assess Board activity,
d. adopt resolution on possibility of starting commercial activity by the Foundation and adopts principles and area of this activity,
e. appoint and dismiss Board members,
f. approve decisions on joining the Foundation to another Foundation or joing any other legal body, which can occur in accordance with the legal acts,
g. adopt resolutions on other issues presented by the Board.
33. The activities on behalf of the Council are performed by the Chair.
34. The Council Chair shall establish the employment relation with the Board members.
35. Foundation's Board shall be composed of 3 members appointed by the Foundation's Council for five-years term of office. The members of the first Board and Board Chair shall be appointed by the Founder.
36. The vacancy of the Board member might be undertaken more than once.
37. The Board Chair shall be appointed by the Foundation's Council.
38. The organizational structure and forms of activities of the Board are defined in the by-laws.
39. The Board manages the Foundation's activity.
40. The Board's powers shall include in particular:
a. adopting annual activity programs and financial plans of the Foundation,
b. adopting by-laws regulating the Board's activity,
c. making decisions concerning all the issues that are not in the competence of other organs,
d. accepting endowments, legacies and grants.
41. The Board shall take its decisions during Board meetings in the form of resolutions which require a simple majority of votes; in case of a tie, the Chairman's of the Board vote shall prevail.
42. The Board may appoint plenipotentiaries to handle separate areas of the Foundation's statutory tasks.
43. The Board Chair together with a Board member shall represent the Foundation on the outside. Declarations of will on behalf of the Board shall be made by the Board Chair and one Board member.
44. The Board is obligated to present to the Foundation Council an Annual Report on the Foundation's activity.
45. In order to complete the Foundation's tasks the Board may hire employers and external consultants and commission them relevant assignments.
Chapter V: Changes in the Statute and liquidation
46. Any change in the Statute, including any change in Foundation's objective, means and methods of activity, can be made by the Council through a resolution approved by two-thirds of all the Council members.
47. The Foundation shall be liquidated in the event that the objectives for which the Foundation has been established have been met or in the event that the financial resources and assets of the Foundation are exhausted.
48. A decision about the liquidation of Foundation shall be made by the third-four of all Council members, in the presence of at least two-thirds of the Council members. Such a decision can be made only after prior written notification of all Council members about such an intent and after planned presentation during the Council meeting.
49. The Foundation's liquidation shall be carried out by the liquidator appointed by the Council. In case the Council shall not appoint the liquidators, the Foundation's liquidation is carried out by the Board.
50. The same statutory regulations as to the Board apply to the liquidator.
51. After carrying out the liquidation of Foundation and settling liabilities and remittances the remaining assets shall be allocated for goals similar to those of the Foundation.
52. Statute has been made in three identical copies.
