STATUTE OF THE FOUNDATION

§ 1.

The Foundation named "Foundation of Direct Democracy", hereinafter referred to as the "Foundation", established by Piotr Krupa, hereinafter referred to as the "Founder", by means of a notarial deed drawn up in the Notary Public's Office in Warsaw at Al. Jerozolimskie 133/43, on January 5, 2011. , acts based on the provisions of the Act of April 6, 1984, on Foundations (Journal of Laws No. 46, item 203 of 1991, as amended) and these Statutes.

§ 2.

The Foundation has a legal personality. The duration of the Foundation is indefinite.

§ 3.

The seat of the Foundation is the city of Warsaw.

§ 4.

The minister responsible for the objectives of the Foundation shall be the minister responsible for social policy.

§ 5.

(1) The Foundation's area of operation is the area of the Republic of Poland.
(2) For the proper implementation of the objectives of the Foundation, it may conduct activities in the country and outside the borders of the Republic of Poland.
(3) The Foundation may also use the abbreviation of its name, i.e. "FDB".
(4) The Foundation may also use a distinctive graphic or word and graphic sign, as well as use a seal with the name and seat of the Foundation.
(5) The Foundation may also establish badges and honorary titles, and award them along with prizes and awards to individuals and legal entities, meritorious for the objectives of the Foundation or for the Foundation itself.

§ 6.

The objectives of the Foundation are:
a. to promote the comprehensive development of society, including social, informational, cultural, scientific, and educational activities,
b. to form a civil society, functioning with respect for all citizens regardless of social and material status and social and national origin,
c. improving standards of political activity, democracy and governance,
d. raising the political, social, and economic awareness of society.

§ 7.

The Foundation pursues its objectives by:
a. maintaining an online information portal,
b. organizing and co-financing referendums and contests,
c. organizing and co-financing lectures, conferences, training, demonstrations, exhibitions, screenings, broadcasts, shows, happenings, public events,
d. establishing scholarships and awarding prizes to individuals/institutions carrying out exemplary social, political and other "pro publico bono" activities,
e. conducting and/or financing research in scientific and social, cultural, economic, sports, and educational fields,
f. media and financial support for projects under the foundation's auspices,
g. supporting activities aimed at promoting the principles of a democratic state of law, transparency in public life, social control over institutions of public trust, and counteracting pathologies in public and social life, as well as corruption,
h. promoting attitudes of civic activity and responsibility,
i. supporting (medially, organizationally, financially, or materially) other organizations and institutions carrying out activities consistent with the objectives of the Foundation,
j. organizing and co-financing information campaigns for the democratization of social and political life,
k. publishing activities.

§ 8.

To achieve its objectives, the Foundation may support the activities of other legal and natural persons and institutions, if it is consistent with the objectives of the Foundation.

§ 9.

(1) The assets of the Foundation are its initial fund in the amount of PLN 10,000.00 (say: ten thousand zlotys) and other property acquired by the Foundation in the course of action.
(2) The income of the Foundation shall consist of funds, real estate, and movable property acquired by the Foundation in the course of its activities, which in particular may come from:
a. The founding fund and payments of the Founder;
b. donations, inheritances, bequests;
c. grants and subsidies;
d. income from assets;
e. income from collections, raffles, and public events;
f. income from deposits in bank accounts and capital deposits, bank deposits and interest, income from participation in profits of legal entities;
g. income from immovable and movable property and property rights, especially securities and other financial instruments available on the capital market.
(3) The financial management and accounts of the Foundation shall be conducted following the rules outlined in separate regulations.
(4) The Foundation may accumulate its funds in the Polish currency and foreign currencies, under the provisions of the Polish foreign exchange law.
(5) The Foundation shall not conduct business activities.

§ 10.

(1) Income from grants, subsidies, donations, bequests, and legacies may be used to achieve the objectives of the Foundation with respect to the will of the heirs or donors.
(2) When donating assets to the Foundation, the donor may stipulate that the funds are to be used for a specific type of activity of the Foundation. The Board of the Foundation may not accept this condition. In such a case, the Foundation shall return to the donor the funds transferred by the donor. If the transfer of funds is not accompanied by the determination of the purpose of their use, the Foundation may allocate them for any statutory purpose.
(3) If the Foundation is called to inherit, the Board may accept the inheritance only with the benefit of inventory.

§ 11.

(1) The organs of the Foundation are:
a. The Council of the Foundation,
b. The Foundation Board.
(2) Members of the Foundation Council and members of the Foundation Board shall be appointed for a joint term of office. It is permissible to serve as a member of the Council or a member of the Foundation Board for more than one term.
(3) The function of a member of the Foundation Council and a member of the Foundation Board may not be combined.
(4) Except for regulations expressly indicated in the Statute, resolutions and decisions of the bodies of the Foundation shall be passed by a simple majority of votes. Resolutions and decisions of the bodies of the Foundation may be adopted only in the presence of at least half of the number of members of the body.
(5) Resolutions of the organs of the Foundation may be adopted without a meeting, by voting in writing or through electronic communication at a distance, provided that none of the members of a given organ object to the subject of the resolution or such a mode of adoption of resolutions.

§ 12.

(1) The Council of the Foundation is a body with initiative powers, as well as control powers of the Foundation.
(2) The Foundation Council shall consist of two to nine members. The term of office of the Council shall be three years.
(3) The Council shall elect from among its members the Chairman of the Council and the Secretary of the Council, subject to § 13 paragraph 1.
(4) The Chairman shall direct the work of the Council, represent it externally and convene and preside over meetings of the Council.

§ 13.

(1) The members of the Council for the first term and the Chairman of the Council for the first term shall be appointed by the Founder. Members of the Council for subsequent terms of office shall be appointed by the Council by resolution. The resolution of the Council on the appointment of a member of this body shall be passed by an absolute majority of votes, by secret ballot.
(2) Membership in the Council of the Foundation shall cease in the event of:
a. expiration of the term of office
b. death of a member of the Council
c. resignation from the function of a member of the Council by written declaration
- as of the date of submission of the statement to the Chairman of the Council
d. adoption of a resolution of the Council of the Foundation on dismissal in the event of:
- permanent loss of capacity due to illness or disability;
- failure to perform the duties of a member of the Council for more than six months or failure to attend two consecutive meetings of the Council in a given calendar year;
- violation of the provisions of the Foundation's statute;
- violation of the good name of the Foundation.
(3) In the case specified in item 2d of this paragraph, the resolution shall be adopted by an absolute majority of votes, by secret ballot. The member of the Council who is affected by the resolution shall not vote on the adoption of the resolution.

§ 14.

(1) The Council of the Foundation shall meet as needed, but at least once a calendar year.
(2) Meetings of the Foundation Council shall be convened by the Chairman of the Council on his initiative or at the request of the Board or the Founder, reported in writing. If a meeting of the Council is not convened within 7 days of submission of the request (however, the meeting should be held no later than 14 days from the date of submission of the request), the meeting may be convened by the Founder.
(3) Each member of the Council has one vote. In the event of an equal number of votes, the Chairman's vote shall be decisive.
(4) Adoption of a resolution on the appointment and dismissal of a Board member requires an absolute majority of votes. The resolution shall be passed after a secret ballot.
(5) The detailed mode of operation of the Foundation Board shall be determined by the Regulations adopted by it.

§ 15.

The tasks of the Council include:
(a) supervision of the activities of the Foundation;
b) setting the main directions of the Foundation's activities;
c) giving its opinion on the Foundation's long-term and annual action programs;
d) appointing and dismissing members of the Board, including the appointment and dismissal of the President of the Board, subject to § 18 section 1;
e) making decisions on the employment of members of the Board of Directors and on setting the terms and conditions of their remuneration;
f) reviewing and approving the report on the activities of the Board of Directors, evaluating the work of the Board of Directors, granting discharge to members of the Board of Directors;
g) to give its opinion on reports on the activities of the Foundation;
h) approval of the Foundation's financial statements;
i) to control the current activities of the Board of the Foundation;
j) approve the Regulations of the Board.

§ 16.

Persons and representatives of organizations whose activities coincide with the objectives of the Foundation may be invited to participate in the meeting of the Foundation Council. Participation of these persons in the meetings of the Council is advisory.

§ 17.

(1) The Board of the Foundation shall consist of two to three persons. The term of office of the Board shall be three years.
(2) The work of the Board shall be directed by its President.

§ 18.

(1) Members of the Board for the first term and the President of the Board for the first term are appointed and dismissed by the Founder.
(2) Members of the Board of Directors for the next term, in place of persons who have ceased to perform this function or to expand the composition of the Board, are appointed (as well as dismissed) by resolution of the Council. The Council's resolution in this regard is adopted by an absolute majority of votes, after a secret ballot.
(3) Membership in the Board of the Foundation shall cease in the event of:
a. expiration of the term of office
b. death of a member of the Board
c. submission of resignation by a Board member through a written statement, as of the date of submission of the statement to the Chairman of the Foundation Council,
d. dismissal by the Foundation Council, in particular in the case of:
- permanent loss of capacity due to illness or disability;
- failure to perform the duties of a Board member for more than six months in a given calendar year;
- violation of the provisions of the Foundation's statute;
- violation of the good name of the Foundation.

§ 19.

(1) The Board of Directors shall manage the activities of the Foundation and represent it outside.
(2) The tasks of the Board include:
a) adoption of multi-year, as well as annual action plans of the Foundation and financial plans;
b) adoption of regulations;
c) managing the assets of the Foundation;
d) accepting donations, inheritances and bequests, subsidies, and grants;
e) drawing up reports on its activities and the activities of the Foundation;
f) making decisions on joining and forming companies, associations, and other organizations;
g) appointing and dismissing the Director of the Foundation;
h) making decisions on all matters not delegated to the competence of other bodies.
(3) Meetings of the Management Board shall be convened by the President of the Management Board or a member of the Management Board designated by him, specifying the date and agenda.
(4) Each member of the Management Board shall have one vote. In case of an equal number of votes during voting, the vote of the President of the Board shall be decisive.
(5) The Board may appoint proxies to manage a separate sphere of matters belonging to the tasks of the Foundation. The Board may also appoint consultants to evaluate projects undertaken by the Foundation, and may also commission consultants to carry out appropriate studies.
(6) The detailed procedure of the Board shall be determined by the Regulations adopted by the Board.

§ 20.

(1) Members of the Board may be employed by the Foundation through the establishment of an employment relationship or the conclusion of a civil law contract.
(2) Remuneration and terms of employment of members of the Board shall be determined by resolution of the Council of the Foundation.

§ 21.

(1) Statements of will on behalf of the Foundation, subject to paragraph (2), shall be made by each member of the Board acting independently.
(2) In agreements between the Foundation and a member of the Board, the Foundation shall be represented by the Chairman of the Board.

§ 22.

(1) A Director of the Foundation may be appointed to perform executive and management activities necessary in the execution of resolutions of the Board. The Director of the Foundation shall manage the office of the Foundation.
(2) The Director shall be appointed by the Board at the request of the Chairman of the Board. The Director may be one of the members of the Board of Directors of the Foundation.
(3) Where necessary, the Board may appoint deputy Directors at the request of the Director.
(4) The terms and conditions of work and pay of the Director and his deputies shall be determined by the President of the Board, upon approval of the Board. The Director and his Deputies may perform their functions based on an employment relationship or a civil contract.
(5) The administrative service of the Board and the Council of the Foundation shall be provided by the office of the Foundation.

§ 23.

(1) Amendments to the Articles of the Foundation shall be made by the Founder.
(2) If the Founder is permanently unable to perform his functions (i.e. in the event of his death, long-term illness, or absence in Poland for more than six months), amendments to the statute may be made by the Board with the consent of the Foundation Council. Resolutions of both bodies on this subject shall be passed unanimously.
(3) Amendments to the Articles of Association may not involve significant changes in the objectives for which the Foundation was established.
(4) The decision on the liquidation of the Foundation shall be made by the Founder, and if the Founder can not permanently perform his functions (per the content of paragraph 1 of this section), the decision shall be made by the Council of the Foundation. The resolution of the Council on this subject shall be made unanimously.

§ 24.

(1) The Foundation may merge with another foundation for the effective implementation of its objectives.
(2) Merger with another foundation may not take place if, as a result, the objectives of the Foundation could be significantly changed.
(3) The decision to merge the Foundation shall be made by the Foundation Council. The resolution in this regard shall be passed by an absolute majority of votes.

§ 25.

(1) The Foundation shall be liquidated if it achieves the purposes for which it was established or if its financial resources and assets are exhausted.
(2) The decision to liquidate the Foundation is made by the Founder, who appoints and dismisses the liquidators of the Foundation.
(3) In the event of the Founder's permanent incapacity to perform his function (i.e., in the event of his death, long-term illness, or absence from Poland for more than six months), the decision to liquidate, appoint and dismiss the liquidators shall be made by the Board of Directors with the approval of the Foundation Council. Resolutions of both bodies on this subject shall be passed unanimously.

§ 26.

The financial resources and assets remaining after the liquidation of the Foundation shall be transferred to institutions whose activities correspond to the objectives of the Foundation, subject to Article 5, paragraph 4 of the Act of April 6, 1984, on Foundations.