STATUTE of the Sailing Foundation ŻAGLE, EUROPA, ŚWIAT ( SAILS, EUROPE, WORLD ) General provisions 1. 1. The Sailing Foundation under the name of Żagle, Europa, Świat ( Sails, Europe, World ), hereinafter referred to as the Foundation, was established under a notarial deed drawn up by notary Waldemar Gładkowski in his Notary s Office in Warsaw at Sienna Street no. 63/A, on December 9, 2002 under repertorium [notary s register] A no. 3916/2002. 2. The Foundation shall act under the Act on Foundations of April 6, 1984 (Journal of Laws of 1991, No. 46, item 203) as well as on the basis of the provisions of this statute. The Foundation shall have legal personality. 2. 3. The registered office of the Foundation shall be the Capital City of Warsaw. 4. The Foundation has been established for un unlimited period of time. 1. The Foundation shall operate in the territory of the Republic of Poland and abroad. 2. The Foundation has the right to form subordinate units in the country and abroad. 5. 6. The Foundation may establish badges, honorable medals and diplomas and award them along with other prizes, distinctions and symbols to natural and legal persons who contributed to the Foundation. 7.
The minister competent with respect to the Foundation s goals and scope of activities is the Minister of Sport. Objectives and principles of operation of the Foundation 1. The objective of the Foundation shall be to: 8. a) support the integration processes of Europe by creating interpersonal relationships and cultivating universal values associated with sailing the activity classified under number 91.33.Z of Polish Classification of Activities. b) participate in the globalization process of the world through the enrichment it with human elements present in sailing the activity classified under number 91.33.Z of Polish Classification of Activities. c) promote sailing in particular sea sailing - the activity classified under number 91.33.Z of Polish Classification of Activities. d) promote tolerance and acceptance for diversity of people and cultures - the activity classified under number 91.33.Z of Polish Classification of Activities. e) pro-ecological activities - the activity classified under number 91.33.Z of Polish Classification of Activities. 2. The Foundation shall realize its objectives by: a) financing and co-financing of programs and initiatives that will help meet the statutory objectives of the Foundation - the activity classified under number 80.42.B of Polish Classification of Activities. b) organizing, financing and co-financing of projects aimed at performing and promoting the objectives of the Foundation including publishing activities - the activity classified under number 22.15.Z of Polish Classification of Activities. c) training, lectures and presentations on the statutory objectives of the Foundation - the activity classified under number 80.42.B of Polish Classification of Activities. d) implementation and co-implementation of programs and messages: educational, popular science and other messages aimed at promoting goals coincided with the statutory objectives of the Foundation; in particular via television, radio, internet and live events - the activity classified under number 52.61.Z and 92.33.Z of Polish Classification of Activities. e) organizing the flow of information and exchange of ideas concerning the statutory
objectives of the Foundation - the activity classified under number 80.42.B of Polish Classification of Activities. f) financial support for people involved or determined to engage in activities coincided with the statutory objectives of the Foundation - the activity classified under number 80.42.B of Polish Classification of Activities. g) cooperation with other foundations and institutions in the implementation of actions and activities consistent with the objectives of the Foundation - the activity classified under number 80.42.B of Polish Classification of Activities. 3. The Foundation does not derive revenue from the execution of its statutory objectives. Assets and income of the Foundation 9. The Foundation s assets consist of the founding capital in the amount of PLN 5,000 (in words: five thousand zlotys) provided by the Founder according to the notarial deed establishing the Foundation and other assets acquired by the Foundation in the course of its activities. 1. The Foundation s income is derived from: 10. a) subsidies, subventions, donations, legacies and bequests received from the country and from abroad, b) street collections and public events, c) interest on deposits and capital contribution as well as on securities, d) income obtained from movable and immovable property. 2. Income from subsidies, subventions, donations, legacies and bequests may be used only for the realization of the statutory objectives of the Foundation. 3. The donor may restrict the use of granted subsidies, subventions, donations, legacies and bequests to part of the Foundation s statutory objectives or to one of them. 1. It shall be forbidden to: 11. a) grant loans or secure obligations by the Foundation s assets in favor of its members, members of its authorities or employees or the persons with whom the employees
remain in a relationship of marriage, lineal consanguinity or direct affinity, collateral consanguinity or secondary affinity to the second degree, or are bound by virtue of adoption, care or guardianship, hereinafter referred to as close persons, b) transfer the Foundation s assets to members, members of its authorities or employees and their close persons, on rules other than with respect to third parties, especially if the transfer is made free of charge or on preferential terms, c) use the assets for the benefit of members of the Foundation, members of its authorities or employees and their close persons on rules other than with respect to third parties, unless such use results directly from the Foundation s statutory objective or entity referred to in art. 3 paragraph 3 of the Act on Public Benefit and Volunteer Work of April 24, 2003 (Journal of Laws of May 29, 2003). d) purchase on special terms goods or services from entities in which members of the Foundation, members of its authorities or employees and their close persons are involved. 12. Natural and legal persons who make a donation for the benefit of the Foundation at one time or as a whole with the value of at least PLN 10,000 (in words: ten thousand zlotys), unless they make an objection, shall be awarded an honorable title of the Sponsor of the Foundation. 13. 1. The Foundation keeps books in accordance with the provisions specified in separate regulations. 2. The Foundation s financial year coincides with the calendar year. Authorities of the Foundation 14. The Authorities of the Foundation shall be: 1. the Foundation Council. 2. the Management Board. 15.
1. The Foundation Council shall be composed of between 3 and 7 members. 2. The Founder shall be ex officio Chairman of the Board. 3. Members of the first Council in the amount of two shall be appointed by the Founder. 4. The Council of the Foundation shall be composed of the Foundation Sponsors (no more than three) appointed under 12 except that if there are more than three Sponsors, they choose from among themselves from one to three representatives to the Foundation Council. 5. The Founder has the right to appoint members of the Council. Number of appointed members shall not exceed three. 6. The Vice Chairman of the Foundation Council as well as the Secretary of the Foundation Council shall be appointed by the Council from among its members. 7. Members of the Council of the Foundation: a) cannot be members of the governing body of the Foundation, b) cannot remain with the members of the Foundation s governing body in a consanguinity or affinity relationship or subordination due to employment, c) have not been convicted by a valid judgment of a court for a crime committed intentionally. 8. The term of office of the Foundation Council shall be 3 years. 16. 1. Membership in the Foundation Council shall expire due to expiration of the term of office, death, resignation, valid sentence to the penalty of deprivation of civil rights or partial or total incapacitation. 17. 1. Responsibilities of the Foundation Council shall include: a) promoting the Foundation s objectives, b) providing an opinion and approving of annual and long-term plans of the Foundation, c) establishing directions of the Foundation s activities, d) appointment and dismissal of the President and other members of the Foundation s Management Board, e) supervising the activities of the Management Board,
f) adopting resolutions on acquisition or disposal of real property by the Foundation, g) determining the remuneration policy of the Foundation and granting salaries to members of the Management Board, h) approving the Management Board s annual reports on the Foundation s activities, i) adopting the regulations of the Management Board s activities, j) adopting the resolution on merger with another foundation with similar objectives, k) adopting resolutions to amend the Foundation s statute, including the change of the Foundation s objectives, l) adopting the resolution on liquidation of the Foundation and appointing a liquidator. 2. The Foundation Council has the right to control and give opinions on any documents concerning the activities of the Foundation. 18. 1. The meetings of the Council shall be convened by its Chairman on his own initiative, at the request of the Management Board or at the request made by at least 1/3 of the Council members. 2. The meetings of the Council shall be held at least once a year unless there is a need to call the Council meetings more often. 3. The President of the Management Board or other authorized by him Management Board Member takes part in the meetings of the Foundation Council. 4. The President, on his own initiative, or at the Council s request may order the appearance of all Management Board members. 5. The Foundation Council resolutions shall be passed by a simple majority of votes at the presence of at least half of the Council members unless this statute does not require for the adoption of a resolution a qualified majority of votes, except that in the case of an equal number of votes for and against a decisive voice belongs to the person who conducts meeting (Chairman of the Foundation Council or his Deputy). 6. The Foundation Council resolutions may also be passed in the form of written voting if all the Council members agree. The form of written voting in writing cannot be applied for passing decisions on appointing and dismissing the Foundation Management Board members and granting approval to annual reports on the Foundation s actions submitted by the Management Board. 7. The functions of Foundation Council members shall be honorable and not paid for. However, the Council may, in justified cases, grant reimbursement of necessary and
documented expenses made by the Council members during performance of activities to the benefit of the Foundation. 19. 1. The Foundation Management Board is composed of between 1 and 3 members, including the Management Board President and (if necessary) Management Board Members. 2. The Management Board President and other Management Board members are appointed and dismissed by the Foundation Council, with the exception of the first Management Board that shall be appointed by the Founder. 3. The term of office of the Management Board shall be 3 years. 4. The President of the Management Board shall convene and preside over Management Board meetings. 5. The President of the Management Board is a director of public benefit organization in accordance with the Act of April 24, 2003 on Public Benefit and Volunteer Work (Journal of Laws of 2003, no. 96, item 873 as amended). 20. 1. The Management Board shall undertake decisions in any matters that are not within the competence of the Foundation Council. 2. The Management Board in particular: a) manages the activities of the Foundation and is responsible for the implementation of its statutory objectives, b) represents the Foundation outside, c) manages the Foundation s assets, d) develops annual and long-term plans of the Foundation, e) develops annual reports on the Foundation s activities, f) creates and abolishes the Foundation s plants and other organizational units, g) determines the level of employment and the remuneration policy of the Foundation, h) provides the Foundation Council, at its each request, with all documents relating to the Foundation s activities. 3. The Management Board passes resolutions on the basis of a simple majority of votes. In order for a resolution to be valid (when Management Board is composed of several
members) at least two members of the Management Board, including the President, must be present at the meeting. 4. The President of the Management Board is authorized to make statements on behalf of the Foundation, alone or two members of the Management Board acting jointly. 5. The details of the Management Board activities are determined in the regulations adopted by the Foundation Council. 6. The Management Board shall submit to the Foundation Council an annual report on its activities for the previous calendar year by March 31 of the following year. 7. In case of not approval by the Foundation Council the report of the Management Board referred to in point 6 the entire composition of the Management Board shall be cancelled. Final provisions 21. The Foundation may merge with another Foundation with similar objectives pursuant to a resolution of the Foundation Council adopted by a majority of 4/5 votes. 22. Amendment to the Foundation s Statute including the change of the Foundation s objectives requires a resolution of the Foundation Council adopted by a majority of 4/5 votes. 23. 1. The resolution on the liquidation of the Foundation shall be adopted by the Foundation Council by a majority of 4/5 votes. 2. The liquidation shall be carried out by the liquidator appointed by the Foundation Council. 3. Assets remaining after the completion of the liquidation of the Foundation shall be transfer in favour of people working in the Republic of Poland which activities corresponds to the objectives of the Foundation. These foundations are indicated by the Foundation Council in the resolution on the Foundation liquidation. If no designated by the Foundation Council the Foundations for which assets shall be transferred, assets shall be provided to the Association Rescue Centre based in Warsaw, Maria Dąbrowska street no. 23/12, KRS number 0000118829, REGON 017384237, provided that such assets are to be
used for purposes related to the protection of life and health. PAGE PAGE 8