Mani statute eng

Statute Mani Foundation

STATUTE OF „MANI FOUNDATION” Chapter I GENERAL PROVISIONS §1 1. The foundation is a legal entity and uses the name Fundacja „MANI”, and in international relations, „MANI Foundation”, (henceforth referred to as „Foundation”).

2. The Foundation’s name can be used in an abbreviated form “MANI”. §2 SEAT OF THE FOUNDATION The Foundation is seated in Poznań. §3 TERRITORY AND OPERATING TIME OF THE FOUNDATION 1. The Foundation operates on the territory of the Republic of Poland and abroad.

2. The Foundation was set up for an indefinite period of time. §4 MINISTER COMPETENT AS REGARDS THE GOALS OF THE FOUNDATION The competent minister as regards the goals of the Foundation is the minister of culture and national heritage.

Chapter II GOALS, WAYS OF ACHIEVING THEM AND RULES GOVERNING ACTIVITIES OF THE FOUNDATION §5 GOALS OF THE FOUNDATION The foundation has the following goals: 1. Striving to raise tolerance for cultural and worldview diversity and supporting those values.

2. Propagate in a Western society values stemming from the Buddhist philosophy and ethics.

3. Presenting and promoting cultural achievements of Asian nations, in particular Buddhist countries.

4. Scientific and educational activity aiming at an integration of scientific and cultural achievements of East and West.

5. Activities aiming at preserving Asian cultural heritage with the emphasis on Tibet.

6. Making Buddhist teachings available to those who are interested in them.

7. Aid-related activities for the inhabitants of Asian countries.

8. Charity work for the benefit of the needy, stemming from Buddhist ethics.

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§6 WAYS OF ACHIEVING GOALS OF THE FOUNDATION 1. The Foundation works towards achieving the statutory goals through an array of activities, undertakings and projects realized both individually and in close cooperation with other non-governmen tal and public organizations, in particular through: 1) Presenting Asian culture and art, with the emphasis on Tibet (including achievements of religious and sacral character) through organizing such events as: exhibitions, festivals, lectures, workshops and courses, photo exhibitions and film screenings as well as any other forms of artistic and cultural expression.

2) Publishing activity (publishing Polish translations of Buddhist literature – historical and contemporary as well as magazines, brochures and special publications on the subjects, connected to the goals of the Foundation).

3) Carrying out educational activities, connected to Asian culture (supporting education of Asian languages, medicine, art and religions in Poland).

4) Propagating knowledge about Buddhism through various forms of teaching (lectures, workshops) and creating Buddhist educational structures (educational institutions, Buddhist studies).

5) Supporting Buddhist education of Poles learning in Poland and abroad.

6) Establishing various forms of Polish-Asian cooperation (setting up centers of Asian culture, establishing bilateral cooperation aimed at bringing closer the cultures of Poland and Asian countries).

7) Carrying out and supporting scientific activities (conducting research, publications, scientific conferences), aiming at comparing and integrating Buddhist psychology and philosophy with achievements of the Western science.

8) Establishing and supporting the creation of Buddhist places of worship in Poland.

9) Creating collections of Buddhist art in Poland and restoring their sacral character.

10) Propagating knowledge about the history and present sociopolitical situation of Tibet.

11) Obtaining and handing over financial resources to people and communities who need help in Asia, supporting education of Asians domestically and abroad as well as activities aiming at bettering the quality of their life, including access to health care.

12) Based on Buddhist values, supporting and acting for the benefit of the needy in Poland (the sick, the elderly, people in difficult financial situation and any socially excluded group).

13) Based on Buddhist values, undertaking activities aiming at ecology and nature preservation as well as for the benefit of animals.

14) Supporting tolerance for cultural and worldview diversity in Poland through organizing science conferences, social campaigns, exhibitions, workshops, trainings and lectures on the subject.

15) Organizing trips of tourist, cultural and religious character to Asian countries.

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§7 OPERATING PRINCIPLES OF THE FOUNDATION 1. The Foundation is completely non-political. It strives to work with all organizations and institutions, sharing the Foundation’s goals and does not favor organizations and institutions of any particular political or ideological profile.

2. The Foundation does not take part in campaigns or activities supporting particular politicians, parties, movements or political projects.

3. In order to achieve its goals, the Foundation may support activity of other legal entities or natural persons, if it is coincident with the goals of the Foundation.

4. The Foundation is based in its activity on social work. To run its matters the Foundation can hire employees or outsource its tasks.

Chapter III FOUNDATION’S PROPERTY AND INCOME §8 1. The property of the Foundation is made up of financial means and real estate as well as other assets acquired by the Foundation.

2. The Founding capital is created by the Founders investing a sum of 2000 zlotys in total. §9 The Foundation has an unlimited liability. § 10 The Foundation’s income is generated in particular by: a) the founding capital, b) income from conducting business activity, c) donations, subventions, grants and other forms of financing as well as inheritances domestically and abroad, d) income from assets, real estate and property rights, in particular securities and other financial instruments, available on the capital market, e) income from donations, collections and public events, f) interests and bank deposits, g) income by way of a share in profits of legal entities; h) European Union funds and other means from supranational institutions and organizations. § 11 1. All income from grants, subventions, donations, inheritances, bequests and business activity can be used for the realization of all the goals of the Foundation.

2. A Founder or a donor, bequeathing financial means can make a reservation, that the means are to be spent on a particular type of the Foundation’s activity. The Executive Board of the Foundation has the right not to accept such a condition. In such a case, the Foundation returns to the Founder or a donor the means bequeathed by them. If the means are bequeathed without defining how they are to be spent, the Foundation can use them for any of its statutory goals.

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3. The Foundations is not entitled to undertake activities consisting in: a. granting loans or securing obligations with the property of the Foundation in relation to the members of the Supervisory Board of the Foundation, members of the Executive Board of the Foundation or the employees of the Foundation and the people to whom the members of the Supervisory Board of the Foundation, Executive Board of the Foundation or employees of the Foundation are married or related or have family connections with in the direct line, to whom they are related or have family connections with in a collateral line up to the second degree or are connected by way of adoption, custody or guardianship, henceforth referred to as “close relatives”. b. bequeathing the property of the Foundation to the members of the Supervisory Board of the Foundation, members of the Executive Board of the Foundation and the employees of the Foundation and their close relatives, on terms other than in relation to third parties, in particular when such bequeathing is done free of charge or on preferential terms, c. using the property for the benefit of the members of the Supervisory Board of the Foundation, members of the Executive Board of the Foundation or the employees of the Foundation and their close relatives on terms other than in relation to third parties, unless such use is directly connected to carrying out statutory tasks of the Foundation, d. purchasing on special terms, goods or services from entities, which members of the Supervisory Board of the Foundation, the members of the Executive Board of the Foundation or the employees of the Foundation and their close relatives participate in, 4. The Foundation can collect its funds in Polish currency and in foreign currencies in banks, in accordance with the regulations of the Polish foreign exchange law. § 12 In the case of the Foundation being appointed as a sole heir, the Executive Board declares acceptance of inheritance as it comes and only if at the time of such a declaration it is obvious, that the assets of succession significantly surpass the inherited debts.

Chapter IV AUTHORITIES OF THE FOUNDATION § 13 1. The authorities of the Foundation are: (a) The Founders Assembly, (b) The Executive Board of the Foundation, (c) The Supervisory Board, (d) The Program Committee, (e) The Advisory Board.

2.The Founders Assembly, The Executive Board and Supervisory Board are the bodies necessary for the Foundation to function as far as its operational and financial matters are concerned. The Program Committee and the Advisory Board focus on the program-related domain of the Foundation’s activities; they are appointed after the Foundation has obtained the capacity to achieve the set program goals.

3. In any doubt, all authorities of the Foundation interpret the provisions of this Statute in the spirit of statutory goals of the Foundation and consult with the Founders.

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Chapter IVa FOUNDERS ASSEMBLY § 14 1. The Founders Assembly can be ordinary or extraordinary.

2. The Founders Assembly is called by the Executive Board. The Founders Assembly can also be called by one of the Founders.

3. The Founders Assembly is called by means of a registered mail, courier service, electronic mail or in any other way which makes it possible to prove, that the notice reached the recipient, sent at least two weeks before the date of the Assembly. The invitation should include the day, time and place of the meeting as well as a proposed agenda.

4. In the matters not included in the agenda a resolution cannot be passed unless all the Founders are represented and none of the present ones opposed passing of the resolution.

5. An ordinary Founders Assembly should take place within 6 months after the end of each calendar year. The assembly should focus on: a) examining and approving the Report of the Executive Board and Supervisory Board on the operations of the Foundation, b) acknowledging the fulfillment of duties of the members of the Executive Board.

6. Resolutions of the Founders Assembly are passed by a simple majority vote with the presence of at least two Founders, unless particular provisions of the statute state otherwise.

7. Each Founder has the right to 1 (one) vote at the Founders Assembly.

§ 15 The following lies within the competence of the Founders Assembly: (a) approving the annual and multiannual programs of operations of the Foundation, presented by the Executive Board, (b) approving an annual budget of the Foundation, (c) appointing and dismissing members of the Supervisory Board with specifying their functions, (d) setting the rules of functioning of the Supervisory Board, (e) examining and approving annual report of the Executive Board and Supervisory Board on the operations of the Foundation, (f) acknowledging the fulfillment of duties to the Executive Board, (g) supervision over the ongoing activities of the Executive Board of the Foundation (h) inspiring the directions of the Foundation’s activities, (i) passing resolutions concerning the changes to the Foundation’s statute, (j) making a decision on running a business activity by the Foundation, (k) passing resolutions about an amalgamation or a liquidation of the Foundation, (l) passing resolutions in other matters provided for in the statute.

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Chapter IVb EXECUTIVE BOARD OF THE FOUNDATION § 16 1. Executive Board the Foundation is formed by one to three people appointed and dismissed by the Supervisory Board, including the Chairman of the Executive Board and Deputy Chairman of the Executive Board.

2. At the head of the Executive Board there is a Chairman of the Executive Board.

3. The term of the Executive Board is 4 years.

4. Membership in the Executive Board ceases when the term is out or with the resignation from the post, death of a member of the Executive Board or as a result of his/her dismissal.

5. The make-up of the first Executive Board and the first Chairman of the Executive Board is appointed by the the Founders Assembly. § 17 1. Within the competence of the Executive Board of the Foundation lies making decisions in all matters not expressly ascribed to other bodies, including in particular: (a) managing the ongoing activities of the Foundation and representing it publicly, (b) managing the property and funds of the Foundation, (c) passing internal regulations, (d) accepting donations, inheritances and subventions, (e) appointing and dismissing the Managing Director of the Foundation, (f) supervision over the realization of the programs of the Foundation’s activities, (g) drawing up reports on the Foundation’s operations, (h) implementing special decisions of donors, provided they are not contrary to the Foundation’s goals or provisions of this Statute, (i) establishing branches of the Foundation.

2. The Executive Board of the Foundation makes decisions at the meetings in the form of resolutions – with a simple majority vote; in case of an equal number of votes, the vote of the Chairman of the Executive Board of the Foundation is decisive.

3. The Executive Board of the Foundation answers to the Supervisory Board for the realization of the statutory goals and the ways of achieving them.

4. In order to evaluate the undertakings of the Foundation, the Executive Board of the Foundation may appoint consultants and their teams of scientists or practitioners and commission them with drawing up appropriate studies. § 18 1. The following persons are entitled to make declarations of will on behalf of the Foundation and represent the Foundation: (a) in the case of a one-person Executive Board - Chairman of the Executive Board, (b) in the case of a collective Executive Board - at least two members of the Executive Board together.

2. Executive Board of the Foundation, through a resolution, can appoint proxies for conducting a particular act in law on behalf of the Foundation.

3. The power of attorney referred to in the preceding section, can be granted in particular to the Managing Director.

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§ 19 1. Members of the Executive Board of the Foundation fulfill their duties free of charge or for a fee.

2. The rules and amount of the remuneration as well as the rules of the reimbursement of the costs incurred by individual members of the Executive Board of the Foundation are set by way of a resolution by the Supervisory Board.

Chapter IVc BUREAU OF THE FOUNDATION AND MANAGING DIRECTOR § 20 1. The executive and administrative activities in relation to the resolutions of the Executive Board of the Foundation can be carried out by the Managing Director.

2. The Managing Director is responsible for the operations and representing the Foundation in the region defined by the Executive Board of the Foundation.

3. The Managing Director is appointed by the Executive Board of the Foundation at a request of the Chairman of the Executive Board. One of the members of the Executive Board of the Foundation can be a Managing Director.

4. If needed the Chairman can, at a request of the Managing Director, appoint deputies of the Director.

5. The Managing Director and his/her deputies fulfill their duties free of charge or for a fee.

6. The rules and amount of the remuneration of the Managing Director as well as his/her deputies and the rules of the reimbursement of the costs incurred by the Regional Director and his/her deputies are set by way of a resolution of the Executive Board.

7. In the case where the function of the Managing Director is performed by the Chairman of the Executive Board, the rules and amount of the remuneration referred to in the preceding section are approved by the Supervisory Board of the Foundation.

§ 21 1. The bureau of the Foundation is responsible for the administrative services towards the Executive Board of the Foundation, Supervisory Board, Program Committee and the Advisory Board.

2. The Bureau of the Foundation is run by the Managing Director, who within the bureau subordinate to him/her has the rights and obligations of an employer towards the employees of the Bureau of the Foundation and carries out other activities entrusted to him/her by the Executive Board of the Foundation, in particular within the scope of the power of attorney granted to him/her.

3. The rules and the amount of the remuneration of the employees of the Bureau of the Foundation as well as the rules of reimbursement of the costs incurred by the employees of the Bureau of the Foundation are set by the Managing Director and approved by the Executive Board of the Foundation.

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Chapter IVd SUPERVISORY BOARD § 22 1. The Supervisory Board is a supervisory and a controlling body of the Foundation.

2. The Supervisory Board makes decisions important for the Foundation as an entity and watches the proper realization of the goals of the Foundation, for which it was established.

3. The Supervisory Board, formed by three persons, is appointed by the Founders Assembly, who appoint a Chairman of the Supervisory Board from its members.

4. A term of the Supervisory Board is 5 years.

5. Membership in the Supervisory Board ceases when the term is out or with the resignation from the post, death of a member of the Supervisory Board or as a result of his/her dismissal. § 23 1. The Supervisory Board: (a) supervises the activity of the Foundation in relation to the operational and financial matters, and in the case of a lack of a Program Committee, also as regards program matters. (b) appoints and dismisses members of the Executive Board of the Foundation; (c) appoints and dismisses members of the Program Committee and Advisory Board; (d) sets the rules and the amount of remuneration as well as the rules of reimbursement of the costs incurred by the members of the Executive Board, Program Committee and the Advisory Board; (e) passes a resolution regarding the creation of other legal entities or joining the existing ones by the Foundation; (f) concludes agreements with members of the Executive Board of the Foundation on behalf of the Foundation; (g) approves the annual report of the Executive Board of the Foundation on the Foundation’s operations; (h) expresses opinions on the matters presented to it by the Executive Board of the Foundation. § 24 1. Chairman of the Supervisory Board calls its sessions as needed and chairs the meetings.

2. The Supervisory Board makes decisions at the meetings in the form of resolutions – by a simple majority vote; in the case of an equal number of votes, the Chairman of the Supervisory Board has a decisive vote.

3. The Supervisory Board passes resolutions at its own initiative, at a request of the Executive Board or a Program Committee.

4. The Executive Board has the right, within the frame of the tasks entrusted to this body in this Statute, to request information from any body of the Foundation. The authorities of the Foundation make the requested information available in a non-extendible period of two weeks, unless the Supervisory Board sets a longer period.

5. If the activity of any of the bodies grossly violates the rules of law or the statute, the Supervisory Board can, on general provisions deriving from the code of administrative procedure, inform the supervisory body of the Foundation about the found violations. The Supervisory Board will exercise this right only after calling the body to cease the violations.

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§ 25 1. Members of the Supervisory Board fulfill their duties free of charge or for a fee.

2. The rules and amount of the remuneration as well as the rules of reimbursement of the costs incurred by individual members of the Supervisory Board are set by way of a resolution of the Founders Assembly.

Chapter IVe PROGRAM COMMITTEE § 27 1. The Program Committee is a advisory body within the program-related scope of the Foundation’s activities.

2. Program Committee: (a) supervises the program-related activities of the Foundation; (b) outlines the main substantive directions of the Foundation’s activities; (c) approaches the Supervisory Board with suggestions of rules and amount of remuneration as well as the rules of reimbursement of the costs incurred by the members of the Advisory Board; (d) sets budget priorities as regards the program budget of the Foundation; (e) pronounces opinions on the program budget of the Foundation within the scope of the program-related activities.

3. The Program Committee as a body supporting the Foundation in the strategic, substantive matters and complex program processes, is appointed after the Foundation obtains operational capacity to realize them.

4. The Program Committee is appointed by a resolution of the Supervisory Board at a request of the Executive Board of the Foundation. § 28 1. The Program Committee is made up of 3 to 33 persons.

2. The Program Committee is made up of : (a) Ordinary Members, (b) Honorable Members, (c) Strategic Partners, (d) Ordinary Partners.

3.Individual members of the Program Committee are appointed with a resolution of the Supervisory Board at a request of the Executive Board.

4. The Program Committee passes resolutions with a simple majority vote, unless the Statute states otherwise. The rules of participation in voting, method of counting of the votes and other rules of the functioning of the Program Committee of the Foundation are defined by the operational rules of the Program Committee of the Foundation. The first operational rules of the Program Committee are set by the supervisory Board.

5. The Program Committee elects from its members a Chairman of the Program Committee, who manages the works of the Program Committee, represents it publicly and calls and chairs the meetings of the Program Committee.

6. Ordinary Members, Honorable Members and Strategic Partners have voting rights as regards passing resolutions and other acts by the Program Committee.

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7. Ordinary Partners have the rights to: (a) put forward motions concerned with outlining main directions of the activities of the Foundation and ways of their realization, (b) express opinions on important matters concerning the activities of the Foundation, (c) participate in an advisory capacity in meetings of the Council of the Foundation by an invitation of the Chairman of the Council, (d) use the title of the Partner of the Foundation.

8. Furthermore Ordinary Partners have the right to initiate controlling activities within the scope directly connected to the donations made by them for the the Foundation and the right to the information about the results of an inspection.

9. Membership in the Program Committee ceases in the case of a resignation or loss of a legal entity status by any of its members, with the reservation of § 31 of this Statute.

10. In justified cases, the Program Committee can dismiss its member through a secret ballot of its other members. § 29 1. Chairman of the Program Committee calls its meetings as needed and chairs the sessions.

2. The way of functioning of the Program Committee, criteria of membership of individual members and their duties are defined by the Rules of the Program Committee passed by the Program Committee.

3. If the Program Committee is not active, in particular cannot hold a meeting, its scope of authority is taken over by the Supervisory Board.

4. The Budget making it possible for the Program Committee to function is determined through consultations with the Executive Board and is approved by the Supervisory Board.

5. In fulfilling its duties the Program Committee can seek opinions and evaluations of the specialists appointed for that purpose.

Chapter IVf ADVISORY BOARD § 30 1. The Advisory Board acts as an advisory body of the Foundation.

2. The Advisory Board is made up of specialists embracing the idea of the Foundation, appointed by the Supervisory Board at a request of the Executive Board.

3. The Advisory Board pronounces opinions and in particular draws up professional, specialist expert opinions.

4. A member of the Advisory Board should: a) meet substantive requirements set by the Chairman of the Advisory Board and approved by the Supervisory Board; b) obtain favorable opinion of the Chairman of the Advisory Board and Executive Board of the Foundation.

5. Chairman of the Advisory Board is elected from its members by the Advisory Board and presented to the Supervisory Board. The Supervisory Board through a resolution appoints the Chairman of the Advisory Board to the post.

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6. A candidature for a Member of the Advisory Board is submitted and presented to the Supervisory Board by the Chairman of the Advisory Board.

7. Supervisory Board defines the mode and rules of functioning of the Advisory Board in the Rules of the Advisory Board. § 31 1. Members of the Advisory Board fulfill their duties free of charge, with the reservation of section 3 of this article.

2. The rules of reimbursement of costs incurred by individual members of the Advisory Board are determined by the Supervisory Board based on a request of the Executive Board.

3. The Budget designated for the operations of the Advisory Board is determined by the Supervisory Board with the approval of the Executive Board.

4. Remuneration for the works commissioned to the members of the Advisory Board is determined and granted by the Executive Board.

Chapter V STATUTORY AND BUSINESS ACTIVITY OF THE FOUNDATION § 32 The Foundation carries out a statutory activity free of charge or for a fee based on the rules defined in the regulations of part II chapter 1 of the act from 24.03.2003 on public benefit activity and volunteer work (Journal of Laws No. 96, item 873, with subsequent amendments). § 33 1. In order to achieve its statutory goals the Foundation can run business activity.

2. Total income generated by the Foundation, the Executive Board of the Foundation designates for the statutory activity of the Foundation.

3. The decision to launch business activity is made by the Supervisory Board of the Foundation through a resolution passed at a request of the Executive Board of the Foundation.

§ 34 1. The Foundation implements its financial policy and accounting in accordance with the governing law, in particular in accordance with the regulations of the accounting act. Unless a resolution of the Supervisory Board of the Foundation states otherwise, a business year means a calendar year for the Foundation.

2. The Foundation draws up an annual report on the operations and makes it public as well as draws up and makes public an annual financial report.

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Chapter VI FINAL PROVISIONS § 35 The Foundation goes into liquidation in the case of not achieving the goals for which it was established, in the case of running out of financial resources and property or in the case of inability to form bodies of the foundation necessary for its functioning. § 36 1. In the event of death of a Founder, the successor who will exercise his/her rights in the Foundation is appointed by the Supervisory Board by a resolution passed unanimously with the presence of all members of the Board.

2. Should the Supervisory Board not reach unanimity in voting, the voting is repeated twice.

3. If in subsequent votes the unanimity is not reached, the election of a successor who will exercise the rights of the Founder, is settled by a last voting by a qualified majority of 2/3 of votes of all the members of the Supervisory Board and Executive Board. § 37 The Foundation can be amalgamated with another foundation. In particular, the amalgamation can consist in incorporating another foundation with identical or similar goals. § 38 The property left after the liquidation of the Foundation is bequeathed to the institutions, the activity of which is compatible with the goals of the Foundation, specified by the Supervisory Board at a request of the Executive Board.

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