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FNEZ - Fundacja na rzecz Energetyki Zrównoważonej

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Statutes

STATUTES
of the Sustainable Energy Foundation


I. General provisions


§ 1

  1. Foundation under the name Sustainable Energy Foundation, hereinafter referred to as the Foundation, established by Robert Hoppe and Maciej Stryjecki, hereinafter referred to as the Funders, by a Notary’s deed prepared by the trainee notary Ewa Czekała, deputy of the notary Jacek Nalewajek, in his office in Warsaw, ul.  Grzybowska 2 lok. 33, on October 21st 2008, operates on the basis of Polish law and these Statutes.
  2. The Foundation is apolitical and is not associated with any religion

§ 2


The Foundation becomes a legal entity after being registered in the National Court Register.

§ 3


The seat of the Foundation is Warsaw.


§ 4

  1. The area of the Foundation’s operation is the territory of Poland, however, to an extent necessary for the proper pursuit of goals the Foundation may also operate abroad.
  2. The Foundation may, for the purpose of international cooperation, use its name translated into particular foreign languages.
  3. The Foundation may use the abbreviated name FNEZ.

 

§ 5


The Foundation pursues its goals in accordance with the basic interests of Poland and with the current law in force, in particular with the Act on Foundations and these Statutes.

 

§ 6


The Foundation may, within the statutory activity, establish Branches and Local Offices.

 


II. Goals and the activity of the Foundation

§ 7

  1. Statutory goals of the Foundation:
    a) Initiating and supporting the actions for the development of Polish energy sector according to the principles of sustainable development.
    b) Promoting and supporting the development of modern, environmentally friendly and efficient technologies of energy generation, transmission and use.
    c) Supporting the actions aiming at the provision of the energy security in Poland through an efficient use of the potential of all national sources of energy.
    d) Taking actions supporting the adoption of proper law affecting the development of sustainable energy.
    e) Supporting the development and promoting the solutions of renewable and alternative energy.
    f) Supporting the actions for the protection of the environment against the impact of the energy sector.
    g) Supporting the creation of energy generated from distributed sources.
    h) Initiating and conducting the dialogue between the participants of the energy market
    i) Creating and promoting the highest standards and good practices in terms of the investment activity in energy sector.
    j) Social education on the issues associated with sustainable energy.

§ 8

  1. The Foundation pursues the goals by:
    a) Protecting and supporting the interests of groups associated with energy sector, which contribute to the implementation of the sustainable energy concept.
    b) Cooperating with self-government authorities, state authorities and non-governmental organisations within the scope stated in the statutory goals of the Foundation.
    c) Leading or initiating and supporting the lobbying activity in terms of legislative processes, which may affect the realisation of Foundation’s goals.
    d) Creating knowledge banks in terms of the global implementation of sustainable energy principles.
    e) Promoting persons, who in particular contribute to the implementation of the concept of sustainable energy in Poland.
    f) Supporting the shaping of staff development processes for energy sector.
    g) Educational activity, meaning the organisation of trainings, preparation and promotion of educational publications, organisation of contests on the knowledge about sustainable energy
    h) Transfer and exchange of cutting-edge technologies.
    i) Cooperating with research facilities in terms of the development and implementation of cutting-edge technologies in the energy sector.
    j) Organisation of conferences, seminars, workshops, toolbox talks.
    k) Preparing, distributing and promoting the guidelines and manuals regarding the activities, which aim at the implementation of the principles of sustainable energy by the entities operating on the domestic energy market.
    l) Preparing and spreading opinions, analyses, research, expertises regarding the functioning of the energy market in Poland and abroad in the context of the achieving the statutory goals of the Foundation.
    m) Creating, running and promoting websites in the subjects associated with the statutory goals of the Foundation.
    n) Participating in social consultation procedures carried out for the investments within the energy sector.

 

§ 9

  1. The Minister in charge of the Foundation is the Minister of the Economy.
  2. For the purpose of achieving its goals the Foundation may support the activity of natural persons and legal entities and institutions, which is similar to the goals of the Foundation.


III. Commercial activity of the Foundation

§ 10

  1. The Foundation may engage in commercial activity, within the scope necessary to pursue its goals, in terms of:
    a) publishing activity;
    b) distribution and selling of books and press;
    c) printing activity;
    d) running websites;
    e) educational activity, organisation of trainings, conferences, seminars, congresses, workshops;
    f) legal expertise, legal opinions, consultations, lobbying;
    g) consulting, contact agency between subcontracting entities, trade, services, production within the scope of statutory goals.
  2. The income from the commercial activity of the Foundation is assigned for the financing of the statutory activity of the Foundation, for the coverage of own costs of the Foundation and the development of the Foundation’s commercial activity.
  3. The commercial activity of the Foundation may be managed by the Foundation itself or by a separate organisational units (institutions).
  4. One of the Board members or another person may be entrusted by the Management Board with the function of the Foundation’s commercial activity manager.
  5. Decisions on the appointment of an organisational unit and on the appointment and dismissal of its manager are made by the Management Board of the Foundation. The manager of the organisational unit is the attorney of the Management Board entitled to take actions associated with the management of the organisational unit. The scope of activities of such attorney is specified in the power of attorney.
  6. The scope of organisational unit’s operation and the scope of right and obligations of the organisational unit’s manager are specified in the regulations of the organisational unit adopted by the Foundation’s Management Board.
  7. The Management Board of the Foundation specifies the characteristics of employment and the amount of financial resources assigned for the remuneration of the employees in particular organisational units.
  8. Decision on the liquidation of a unit is made by the Management Board of the Foundation, who appoints  the liquidators and supervises their works.


IV. Foundation’s assets and income

§ 11

  1. The assets of the Foundation consists of the founding capital in the amount of PLN 3 000 (three thousand zlotych) and other assets acquired by the Foundation within the course of its activity.
  2. The founders make contributions to the founding capital in the amount of PLN 1 500 (one thousand five hundred zlotych) each.
  3. For the commercial activity of the Foundation the founders assign the amount of PLN 2 000 (two thousand zlotych) from the founding capital.

 

§ 12

  1. The Foundation’s income may consist of:
    a) donations, inheritances, legacies,
    b) subsidies, subventions and grants,
    c) incomes from fund-raising and public events,
    d) incomes from the Foundation’s assets,
    e) commercial activity of the Foundation,
    f) statutory activity against payment.

§ 13

  1. Income from the donations, inheritances, legacies, subsidies, subventions and grants may be used for the achievement of goals of the Foundation only in accordance with the purpose of the donation or subvention or with the will of the heirs and the donators.
  2. In terms of the acceptance of donations and the inheritance the statements required by the law are made by the Management Board of the Foundation.
  3. In case of appointing the Foundation as entitled to inherit, the statement on the acceptance or rejection of the inheritance is made by the Management Board of the Foundation. The inheritance may be accepted only as limited to the value of the assets.
  4. Donator may specify in the deed of gift the goals and activities of the Foundation to which the donations should be assigned. In case of unused funds from the donation for the specified purposes, the funds are paid back to the donator (or to their legal successor).


V. Foundation’s governing bodies

§ 14

  1. Foundation’s governing bodies are:
    a) the Management Board of the Foundation,
    b) the Board of Donators.
  2. Members of the Management Board and Board of Donators do not receive remuneration for their work in the Management Board, related to performing the statutory duties of the Management Board.
  3. Members of the Management Board may receive remuneration for their participation in the activities related to the implementation of the programmes of the Foundation.
  4. The scope of work of individual members of the Management Board and the remuneration will be determined by the Management Board in the resolution about given programme of the Foundation.
  5. Member of the Management Board, acting as the Director of the Foundation can establish an employment relationship with the Foundation.

 

The Management Board of the Foundation

§ 15

  1. The Management Board of the Foundation is a decision-making body, managing, representing and controlling body above all the other Bodies of the Foundation.
  2. The Management Board consists of one to five Board Members.
  3. The Founders, pursuant to the statutes, included in the Management Board.
  4. The other Board Members are appointed by the Founders, who are the Board Members, unanimously in an open voting.
  5. The mandate of a Board Member, who is a Founder, expires in case of:
    a) submitting a written resignation to the remaining Board Members,
    b) death,
    c) being convicted under a final and valid court judgement for the actions against the law, performed within the activity associated with the Foundation’s activity,
    d) breaching the Statutes of the Foundation or acting to the detriment of the Foundation, confirmed by the statement of the minister in charge of the Foundation.
  6. In case mentioned in § 15 sec. 5 items c) and d) the other Founders decide on the expiry of the mandate, unanimously in an open voting.
  7. If the mandates of the Board Members expires in terms of the Founders, the Board Members are unanimously in an open voting appointed by all the Founders.
  8. The mandate of a Board Member, who is not a Founder, expires in cases mentioned in § 15 sec. 5, or after a 2 years term or as a result of an unanimous decision of all Founders, who are Board Members, on the dismissal of the Board Member, adopted in an open voting.
  9. The same person may be appointed as the Board Member for more than one term.
  10. deleted
  11. Founders, in an open voting, in the presence of all Founders, appoint from among the Board Members the President of the Board. The remaining Board Members, who are Founders, hold the functions of Vice-presidents of the Board.
  12. The President of the Board manages the works of the Board and calls and leads the Board meetings and the meetings of the Board of Donators.
  13. The President of the Board may transfer the duties related to the managing of the Board or the Board of Donators to the Vice-president of the Board.

§ 16

  1. The Management Board of the Foundation holds meetings at least quarterly.
  2. The Management Board meeting is called by the President of the Board on his/her own initiative or upon the motion of a Board Member, Founder or the Director of the Foundation, filed in writing or via e-mail to the Foundation’s Office.
  3. The Management Board of the Foundation makes the decision in the form of resolutions adopted unanimously in an open voting, excluding the voting mentioned in § 15 sec. 6.
  4. The Board Members may participate in adopting resolutions by giving a vote in writing through another Board Member. However, such voting procedure cannot refer to issues included in the agenda of such meeting, on which the resolution was adopted.
  5. The Management Board may adopt resolutions by way of a written procedure or using the means of direct remote communication. In accordance with such procedures only such resolutions may be adopted, which content was introduced to all Board Members.
  6. The resolutions regarding personnel issues cannot be adopted in accordance with the procedure mentioned in sec. 4 and 5 of this clause.
  7. Between the meetings, in cases listed in §17, the Management Board may make decisions by way of telephone or e-mail arrangements.
  8. In case of failure to reach a consensus on an issue, which requires a resolution to be adopted by the Management Board, the issue is postponed to the next meeting of the Board.
  9. In case of a failure to adopt the budget of the Foundation, until its adoption, the Foundation operates on the basis of a budget adopted for the previous settlement period.

 

§ 17

  1. The tasks of the Management Board cover in particular:
    a) Managing the Foundation.
    b) Being an employer in terms of persons employed in the Foundation.
    c) Appointing and dismissing the Director of the Foundation.
    d) Adopting activity programmes of the Foundation.
    e) Adopting budget for the Foundation.
    f) Assessing the work of the Foundation’s Office, receiving quarterly and annual reports and balance sheets.
    g) Supervising the activity of the Foundation’s Office and the Board of Donators.
    h) Receiving donations, inheritances and legacies, subventions and grants.
    i) Deciding on the merger with another foundation.
    j) Deciding on the liquidation of the Foundation.
    k) Deciding on the amendments to the statutes of the Foundation.
    l) Entitling the Honorary Donator.

§ 18

  1. The Management Board of the Foundation in order to fulfil its tasks is entitled to:
    a) demand the submission from the Foundation’s employees any documents regarding the activity of the Foundation,
    b) conduct revisions of the Foundation’s assets and financial inspections of the Foundation.

§ 19

  1. The Management Board may entitle persons the Honorary Donators, who in particular contribute to the implementation of the concept of sustainable energy in Poland.
  2. Honorary Donator may be invited by the President of the Board to the Board meetings and the meetings of the Board of Donators and have a consultative voice.

 

§ 20

  1. Board Members and entities directly associated with them may render services for the Foundation, if the following conditions are jointly satisfied:
    a) the services are associated with the achievement of the Foundation’s statutory goals,
    b) it is in accordance with the Donator’s will mentioned in § 13 sec.4,
    c) the acceptance of the order for the Foundation is granted upon the consent of the other Board Members,
    d) the remuneration for the service does not exceed 80% of the donation mentioned in § 13 sec.4.

 

Foundation’s Office

§ 21

  1. The Foundation’s Office is an organisational unit of the Foundation, which is formed by the persons employed by the Foundation.
  2. Foundation’s Office is an executive unit in relation to the decisions of the Management Board.
  3. Foundation’s Office manages the affairs of the Foundation, which are not reserved for the other bodies in the Foundation.
  4. The tasks of the Foundation’s Office cover in particular:
    a) Executing the activity programmes of the Foundation,
    b) Cooperating with other organisations and institutions, which have similar goals as the Foundation,
    c) Drafting the budget,
    d) Executing the budget,
    e) Providing services for the Foundation’s bodies,
    f) Informing about the activity of the Foundation.
  5. The Foundation’s Office may be lead by the Director of the Foundation appointed and dismissed by the Management Board.

§ 21a

  1. The Management Board can create branch Offices of the Foundation.
  2. In the resolution about branch Office of the Foundation the Management Board determines:
    a) the location of the branch Office,
    b) the financing of the branch Office,
    c) the management of the branch Office.
  3. Director of the branch Office appointed and dismissed by the Management Board of the Foundation can manage branch Office of the Foundation.
     

The Board of Donators

§ 22

  1. The Board of Donators consist of the donators who in the given year had granted donation to the Foundation, or have commissioned services of paid statutory activities to the Foundation.
  2. deleted
  3. The Board of Donators is an advisory body by the Management Board and the Director of the Foundation.
  4. The Management Board accepts the activity programme of the Foundation and consults with the representatives of the Board of Donators.
  5. The Members of the Board of Donators are entitled to receive information regarding the current activity of the Foundation and the document and materials, which are in possession of the Foundation’s Office.
  6. The meetings of the Board of Donators are called and lead by the President of the Management Board of the Foundation.


 

VI. Representation

§ 23


The declarations of will on behalf of the Foundation are made by the President, the Vice-president of the Board, member of the Board acting as the Director of the Foundation individually or two Board Members acting jointly.
 

VII. Amendments to the Statutes

§ 24


The amendments to the Statutes of the Foundation are made by the Management Board by the resolution of all Board Members. Amendments to the statutes cannot refer to the goals for which achievement the Foundation was established, nor the goals specified in the founding act.


 

VIII. Merger with another foundation


§ 25

  1. The Foundation may merge with another foundation for the purpose of a more efficient achievement of goals.
  2. Merger with another foundation cannot be carried out, if it results in a significant change of the Foundation’s goals.
  3. Deciding on the merger with another foundation is made by the Management Board by the resolution of all the Board Members.


IX. Liquidation of the Foundation


§ 26

  1. The Foundation may be liquidated in case of the execution of all goals, for the pursuit which it was established  or in case of the exhaustion of all financial resources and assets.
  2. The Liquidators of the Foundation are appointed by the Management Board.

 

§ 27


The decision regarding the liquidation of the Foundation is made by the Management Board by way of a resolution.

 

§ 28

Financial resources and the assets remaining after the liquidation of the Foundation may be assigned by way of a resolution of the Management Board of the Foundation to other foundations of similar activity, which operate in Poland.


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