§1

• The foundation, named “Fundacja Poland 21c” (hereinafter: “the Foundation”), established by Norbert Rauhut (hereinafter: “the Founder”) by means of a notarial deed drawn up by Dominik Piotrowski, Assistant Notary Public to Magdalena Korbowicz, Notary Public, in Warsaw, at the Notarial Office located at 4 Solariego St. in Warsaw, Repertory A No. 2255/2011, amended on the basis of a statement dated 22 October 2018 and made to Alina Cytryńska, Notary Public, in Warsaw, at the Notarial Office located at 155 Solidarności St. in Warsaw, Repertory A No. 4564/2018, operates pursuant to provisions of Polish law and these bylaws (hereinafter: “the Bylaws”).
• In relationships with foreign entities the Foundation may use the name "Poland 21c Foundation”.

§2

• The foundation has legal personality.
• The foundation can conduct economic activity subject to relevant laws and regulations, within a scope justified by pursuing statutory activity.

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§7

The purpose of the Foundation is to work to the benefit of the public, by means of carrying out tasks in the field of:

• popularising physical activity and sports;
• leisure activities for children and youths;
• tourism and local history;
• promotion and protection of health;
• activities supporting equal rights between women and men;
• social care, including aid for families and individuals in difficult circumstances and providing equal opportunities to such families and individuals;
• addiction and social pathology prevention;
• charitable activity;
• activities supporting European integration as well as networking and cooperation between societies.

§8

The foundation shall pursue its objectives by means of:

• supporting, promoting, and organizing sports competitions and events at sports centres and outside of them;

• supporting extraordinary young athletes and helping them pursue their career by means of:

  • individual advisory
  • introducing stipend/aid programmes and awarding prizes;
  • supporting them in self-development and self-help efforts that they make;
  • organising and conducting workshops and courses;
  • organizing training sessions and activities intended to provide relevant equipment and premises;
• supporting, promoting, and organizing various forms of organized leisure activities for children and youths who practice sports or would like to practice sports;
• supporting, promoting, and organizing tourist events, especially for young athletes;
• supporting, promoting, and organizing prevention programmes, including ones targeted at preventing addiction from alcohol and other psychoactive substances, as well as programmes promoting a healthy lifestyle, among athletes
• supporting, promoting, and organizing activities intended to establish an equal status for women and men, especially in the young athletes' community;
• seeking out entities interested in activity and philanthropy in the field of the Foundation's statutory activity, including creating established groups of affiliates, sponsors, and benefactors interested in cooperation with the Foundation;
• acquiring equipment, devices, and facilities intended for carrying out the Foundation’s statutory activity, and providing relevant care for such equipment, devices, and facilities;
• cooperating with other entities, local and foreign, which share the Foundation's objectives;
• inspiring, supporting, and patronage over undertakings that pursue objectives consistent with Foundation's objectives;
• charitable activities, including activities intended to promote culture, arts, physical fitness, and tourism, with a particular focus on disabled, ill, or lonely people;
• undertaking initiatives in pursuit of professional, social, and personal integration of people at risk of exclusion, with a particular focus on disabled, ill, or lonely people;
• undertaking cooperation with national and local-government authorities as well as NGOs that pursue objectives consistent with Foundation's objectives;
• striving for the liquidation of barriers that obstruct functioning in the society for disabled people;
• developing new methods of providing group and individual support to those in need;
• creating places where disabled, ill, or lonely people can work and undertake various activities together.

§9

• For the purpose of achieving its objectives, the Foundation shall be entitled to support the activity of other individuals and institutions when such activity is consistent with Foundation's objectives.
• The Foundation can establish certificates or commendations and award them, along with other prizes or distinctions, to distinguished natural or legal persons that support pursuing the Foundation's statutory activity.
• The foundation shall pursue its objectives by means of fundraising and it shall operate as a non-profit organisation.
• For the purpose of pursuing its statutory activity, the Foundation can act as a social organisation, and initiate as well as join legal proceedings initiated by third parties before courts, public administration bodies, and other bodies.

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• Sources of the Foundation’s income may include in particular:

  • endowements
  • inheritances
  • bequeathments
  • subsidies, subventions, and grants;
  • income from collections and public events, including so-called crowdfunding;
  • income from the foundation’s movable assets and real estate;
  • interest charged;
  • own income, including income from business activity.

• The Foundation can conduct economic activity of the following classification:

  • 63.12.Z Web portals;
  • 63.11. Data processing, hosting and related activities;
  • 18.13. Pre-press and pre-media services;
  • 47.91.Z Retail sale via mail order houses or via Internet;
  • 47.99.Z - Other retail sale not in stores, stalls or markets;
  • 58.11.Z Book Publishing;
  • 58.12.Z Publishing of directories and mailing lists;
  • 58.13.Z Publishing of newspapers;
  • 58.14.Z Publishing of journals and periodicals;
  • 58.19.Z Other publishing activities;
  • 58.21.Z Publishing of computer games;
  • 58.29.Z Other software publishing;
  • 59.11.Z Motion picture, video and television programme production activities;
  • 59.12.Z Motion picture, video and television programme post-production activities;
  • 59.13.Z Motion picture, video and television programme distribution activities;
  • 59.20.Z Sound recording and music publishing activities;
  • 63.91.Z News agency activities;
  • 63.99.Z Other information service activities n.e.c.;
  • 70.21.Z Public relations and communication activities;
  • 73.11.Z Advertising agencies;
  • 73.12.A TV and radio media representation;
  • 73.12.B Printed media representation;
  • 73.12.C Electronic (online) media representation;
  • 73.12.D Remaining media representation;
  • 74.20.Z Photographic activities;
  • 74.30.Z Translation and interpretation activities;
  • 74.90.Z Other professional, scientific and technical activities n.e.c;
  • 85.59.B Other education n.e.c;
  • 85.60.Z Educational support activities;
  • 35.14.Z Trade of electricity;
  • 68.10.Z Buying and selling of own real estate;
  • 68.20.Z Renting and operating of own or leased real estate;
  • 68.31.Z Real estate agencies;
  • 68.32.Z Management of real estate on a fee or contract basis.
• Income from the Foundation’s economic activity shall be allocated to pursuing statutory activity.

§12

• Income from subsidies, subventions, endowements, inheritances, and bequeathements can be allocated to pursuing statutory activity only taking into account the intentions of the rerlevant heirs or benefactors respectively.
• In cases of acceptance of gifts and inheritances, the relevant declarations required under the provisions of law shall be made by the Management Board of the Foundation.
• Should the Foundation be eligible for receiving an inheritance, the Management Board shall make a declaration of acceptance of the inheritance up to the level of net assets, unless circumstances clearly indicate that there is a justified reason to reject the inheritance (the value of the inherited debts substantially exceeds the value of the inherited estate).
• The Foundation shall have unlimited liability for its obligations.
• The Foundation shall maintain bookkeeping records subject to the legal provisions binding for legal persons.

§13

• The Foundation’s governing bodies are:

  • The Management Board of the Foundation;
  • The Supervisory Board of the Foundation.
• Members of the Supervisory Board of the Foundation shall not receive remuneration for their services, with the exception of reimbursement of documented expenses that need to be approved by the remaining Members of the Supervisory Board of the Foundation.

• It is hereby prohibited to:

  • grant loans or use the Foundation’s assets as collateral for the Foundation’s obligations toward members of the Foundation’s bodies, the Foundation’s employees, as well as persons who the members of the Foundation’s bodies or the Foundation’s employees are married to, or are directly related to or have a direct affinity with, are secondarily related to or have a secondary affinity with up to the second degree, or are bound to by adoption, custody or guardianship (hereinafter: "Close Relatives”);
  • transfer the Foundation’s assets to the members of the Foundation’s bodies or their Close relatives subject to terms other than those applied to third parties, in particular if such transfer is made free of charge or on preferential terms;
  • use the Foundation’s assets to the benefit of the members of the Foundation’s bodies or their Close Relatives subject to terms other than those applied to third parties, unless such use is directly related to the statutory activities of the organisation;
  • purchase, subject to special terms (i.e. terms other than those offered on a commercial basis), goods or services from entities, which members of the Foundation’s bodies, its employees, or their Close relatives are a party to.

§14

• The Supervisory Board of the Foundation is a supervisory body of the Foundation.
• The Supervisory Board of the Foundation shall comprise between two and five Members.
• Members of the Supervisory Board of the Foundation shall be appointed by the Founder, with the reservation of the provisions of these Bylaws.
• During its first session, the Supervisory Board shall appoint a Chairman from among its members. The Chairman shall be appointed by way of an open ballot, passed by a majority vote.
• The Chairman shall convene meetings of the Supervisory Board of the Foundation on their own initiative or by a motion of the Management Board, shall chair meetings of the Supervisory Board, and represent the Supervisory Board in relations with other bodies of the Foundation and third parties.
• In exceptional and duly justified cases, Members of the Supervisory Board of the Foundation can be dismissed by means of a unanimous resolution passed by the remaining Members of the Supervisory Board, and subject to approval of the President of the Management Board.

• Membership in the Supervisory Board shall cease (with the exception of Item 6 above) in the following circumstances:

  • when a Member submits a resignation letter to the Chairman of the Supervisory Board of the Foundation (the Chairman submits their own letter of resignation to another Member of the Supervisory Board and notifies the President of the Management Board).
  • in the case of forfeiture of civil rights in the course of a legally binding conviction by a legally-binding court judgement, for a crime committed intentionally;
  • in the case of death.
• Should a member resign from their function in the Supervisory Board (see: Item 7.a. above), such resigning member shall be entitled to name a candidate for a Member of the Supervisory Board in their stead, within a week from resigning. Such appointment of the new Member of the Supervisory Board shall be subject to approval by the Chairman of the Supervisory Board (should a person be named as a candidate for the position of Chairman of the Supervisory Board, the new chairman shall be appointed by way of an open ballot, passed by a majority vote).
• Positions in the Supervisory Board must not be held by members of the Management Board of the Foundation or employees of the Foundation.
• In the event of a Member of the Supervisory Board being appointed to the Management Board of the Foundation, or employed by the Foundation, such person’s membership in the Supervisory Board shall be suspended until such time as they no longer hold a position in the Management Board or are no longer employed by the Foundation.
• In the event of the Founder being unable to perform his duties, or in the event of the Founder’s death, candidates for Members of the Supervisory Board shall be appointed by the Chairman of the Supervisory Board or, should the latter not be available, at least two Members of the Supervisory Board or the President of the Management Board shall submit a relevant motion.
• Should circumstances arise in which the Supervisory Board of the Foundation should consist of fewer than two Members, the Management Board of the Foundation shall be obliged to promptly appoint the necessary number of Members of the Supervisory Board, consulting the Founder in advance.

§15

• The Supervisory Board shall convene at least once every year.
• The Supervisory Board shall make its decisions by way of passing resolutions by a majority vote. In the event of an equal number of votes the Chairman shall cast the deciding vote.
• The Supervisory Board of the Foundation shall be entitled to hold meetings and pass resolutions by way of circulation voting or by means of remote communication.

§16

The duties of the Supervisory Board of the Foundation shall include, in particular, the following:

• appointing and dismissing the President of the Management Board and the remaining Members of the Management Board.
• passing decisions concerning the employment of Members of the Management Board and determining their remuneration;
• evaluating the work of the Management Board, accepting annual reports or balance sheets, and granting discharge to the Members of the Management Board;
• controlling day-to-day operations of the Management Board of the Foundation;
• supervising the activities of the Foundation;

§17

For the purpose of discharging its duties, the Supervisory Board shall be entitled to:

• require the Management Board of the Foundation to present all relevant documents related to the activities of the Foundation;
• require Members of the Management Board of the Foundation to give statements, oral or in writing, concerning the operations of the Foundation and activities of the Management Board.
• revaluate the Foundation’s assets and conduct financial audits of the Foundation.

§18

• The initial roster of the Management Board shall be appointed by the Founder.
• The Management Board of the Foundation shall comprise no more than three Members, appointed by the Supervisory Board of the Foundation (with the reservation of the provision of Item 1. above) for a five-year term, including the President of the Management Board.
• The position of a Member of the Management Board (including that of the President of the Management Board) can be held for more than one term.

• Membership in the Management Board shall cease in the following circumstances:

  • when a Member submits a resignation letter to the Chairman of the Supervisory Board of the Foundation or to the President of the Management Board;
  • in the case of forfeiture of civil rights in the course of a legally binding conviction by a legally-binding court judgement, for a crime committed intentionally;
  • in the case of death..
• Members of the Management Board can be dismissed by the President of the Management Board mid-term, by way of a unanimous resolution passed unanimously by all Members of the Supervisory Board.
• The term of office of each Member of the Management Board shall run independently. However, should the President of the Management Board resign or be dismissed, the term of office of the remaining members of the Management Board shall be terminated (shortened).

§19

• Sessions of the Management Board shall be convened by the President of the Management Board, at least twice a year.
• The Management Board of the Foundation shall be responsible for setting a path for the Foundation's activities and representing the Foundation before third parties.

• The Management Board shall exercise in particular the following powers:

  • passing annual action plans for the Foundation and financial plans;
  • passing terms & conditions, policies, and other internal regulations;
  • managing the Foundation’s assets;
  • determining the number of employees of the Foundation and the amount of their remuneration;
  • making decisions in all matters that lie outside of the area of competence of the remaining governing bodies of the Foundation;
  • accepting donations, inheritances, bequeathments, subsidies, endowments, etc.
  • awarding certificates, commendations, awards or other distinctions to natural and legal persons distinguished for the foundation and supporting pursuing the Foundation's statutory activity
• The Management Board shall make its decisions by way of passing resolutions by a majority vote. In the event of an equal number of votes, the President of the Management Board shall have the deciding vote
• The Management Board shall be entitled to appoint plenipotentiaries to manage individual areas of business included in the Foundations’ activities, as well as to appoint proxies (in the event of the Foundation conducting economic activity).
• The Management Board shall be required to submit a report to the Supervisory Board on the Foundation’s operations in each concluded calendar year. Such reports shall be submitted before the 30th of January of the subsequent year at the latest.
• The Management Board shall be entitled to hold meetings and pass resolutions by way of circulation voting or by means of remote communication.

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• The Foundation shall be liquidated in the event of achieving the purpose for which it has been established.
• Liquidators shall be appointed by the Supervisory Board, by motion of the Chairman.

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