ARTICLES OF ASSOCIATION OF THE POLISH STAMP FOUNDATION based in Bydgoszcz

§1

The Foundation operates under the name of the Polish Stamp Foundation. In the subsequent provisions of these Articles of Association, the Polish Stamp Foundation will be referred to as the “Foundation”. The Foundation’s activities are based on the provisions of the Act of April 6, 1984, on Foundations (consolidated text: Journal of Laws of 2018, item 1491), as well as the provisions of these Articles of Association.

§2

The Foundation is headquartered in the city of Bydgoszcz. The Foundation operates within the territory of the Republic of Poland. The Foundation may engage in activities, including business activities, beyond the borders of the Republic of Poland.

§3

The Foundation may engage in economic activities to the extent and scale necessary to achieve its statutory objectives. For the purposes of its economic activities, with a view to effectively and fully achieving its statutory objectives, the Foundation may participate in commercial companies and establish commercial companies independently or with the participation of other entities. The Foundation may participate in any agreements and initiatives, including those of an economic nature, if their objectives and intentions are consistent with the statutory objectives of the Foundation or serve their effective implementation.

§4

The Minister competent for the objectives of the Foundation is the Minister competent for cultural affairs.

§ 5

The objective of the Foundation is to: popularize philately as a hobby and field of knowledge; popularize Polish philately in the country and abroad; promote the history and achievements of Polish philately; present the Polish heritage and philatelic heritage; promote and popularize the history and culture of Poland in the country and abroad based on events and personalities depicted on Polish Post stamps; promote activities aimed at protecting philatelic collectors; inspire and support collector interests in the field of philately, especially among children and youth; enrich the cultural and entertainment offer for residents of cities and regions, as well as promote cities and regions in which the Foundation organizes exhibitions and displays by creating a coherent and recognizable brand functioning in the field of culture and art in the field of philately.

§ 6

The Foundation realizes its objectives by organizing cultural and entertainment events, in particular philatelic exhibitions and competitions; organizing conferences, congresses, symposiums, and other events of a similar nature in the field of philately; organizing presentations, trainings, lectures, workshops, and meetings in the field of philately; initiating, conducting, and supporting research in the field of philately; cooperating with schools, universities, and cultural-educational institutions to promote and organize collecting, including philately, especially among children and youth; undertaking all actions and initiatives aimed at promoting collecting and philately; collaborating with national and international organizations of collectors.

§ 7

The Foundation’s assets consist of an initial fund amounting to PLN 1000 (one thousand zlotys) granted in a declaration of intent to establish the Foundation by its founder, as well as property acquired by the Foundation during its existence. The Foundation’s income comes primarily from donations, legacies, bequests, events organized by the Foundation, as well as from the Foundation’s economic activities and its assets. Within the scope resulting from specific regulations and after fulfilling the conditions specified therein, the Foundation may also generate income from public collections, grants, subsidies, and tax deductions.

§ 8

The Foundation’s bodies are the Board and the Foundation Council. The Board manages the affairs of the Foundation and represents it externally. The Foundation Council is a body with decision-making and control competencies. Regardless of the competencies granted to the Foundation’s bodies in these Articles of Association, the founder retains his personal rights explicitly indicated in the Articles of Association. It is not permissible to combine membership in the Foundation Council with the position of a member of the Foundation Board. The founder may independently appoint himself to the Foundation Council; however, he does not have personal rights to appoint or dismiss its members. The founder may be a member of the Foundation Board.

§ 9

The Foundation Council consists of three to nine members. The term of office of a member of the Foundation Council is five years. The members of the Foundation Council are appointed by the founder, who may also dismiss them at any time before the expiration of their term, unless the other members of the Foundation Council unanimously object to it. The objection may be made within 7 days from the notification of the member of the Foundation Council about his dismissal. The Foundation Council has the right to appoint new members to its composition and dismiss them at any time; however, the founder has the right to object to any such decision, which he may submit within 7 days from being notified of the relevant resolution of the Foundation Council. The founder’s objection results in the annulment of the Foundation Council’s resolution to appoint a new member or dismiss a current member.

§ 10

Members of the Foundation Council elect a Chairman from among themselves, who is responsible for convening and conducting Council meetings. During Council meetings, one of the Council members may be assigned the role of a secretary. Resolutions of the Council are adopted by a simple majority of votes in the presence of at least three members. The Foundation founder, the Foundation Board, or at least three Council members acting together can convene Council meetings. The notification of the Council meeting should indicate its time and place, as well as the agenda with proposed resolutions. Resolutions cannot be adopted on matters that have not been included in the agenda, unless all Council members are present and none of them objects to holding the meeting or including specific matters in the agenda. The notification of the Foundation Council meeting should be sent by registered mail or electronic mail, if the Foundation Council member has provided written consent, at least two weeks before the planned date. The notification of the Foundation Council meeting can also be delivered personally to a Foundation Council member, provided that it is done no later than 7 days before the scheduled date of the meeting. Resolutions of the Foundation Council can be adopted in writing if all Council members agree on the proposed resolution.

§ 11

The Foundation Board consists of no more than three members appointed by the Foundation Council for a period of three years, with the exception of paragraphs 2 and 3. The first Foundation Board is established by the Founder for a period of three years. The Founder has the right to request the Foundation Council to appoint himself or another person to the Foundation Board for a period of three years. In this case, the Foundation Council is bound by the Founder’s request and may appoint no more than two additional members to the Foundation Board. Before adopting a resolution on the appointment of the Board, the Foundation Council may set a suitable deadline for the Founder to submit the request, which must not be less than two weeks, as mentioned in paragraph 2, first sentence. Members of the Foundation Board, except for the Founder if he becomes a member of the Foundation Board, may be removed by the Foundation Council before the end of their term, provided that the removal is based on valid reasons stated in the resolution on the removal of a member of the Foundation Board. One of the appointed members of the Foundation Board is entrusted with the function of the President of the Foundation Board. If the Founder is a member of the Foundation Board, he serves as the President of the Board unless he decides otherwise. In the case of appointing a one-person Board, the only member of the Board serves as the President of the Board. The Foundation is represented externally by at least two members of the Board, including the President of the Foundation Board. If the Foundation Board is a one-person Board, the Foundation is represented independently by the sole member of the Board – the President of the Board.

§ 12

In addition to matters regulated by separate provisions of this statute, the competencies of the Foundation Council include:Supervision over the activities of the Board in the management of current Foundation affairs,Adoption of amendments to the Foundation statute,Setting the main directions of the Foundation’s activities,Approval of the Foundation’s action programs,Expressing opinions on matters submitted by the Board or taken on its own initiative,Adoption of resolutions on the liquidation of the Foundation or its merger with another foundation,Determining the amount of remuneration for members of the Board,Reviewing and approving reports on the activities of the Foundation presented by the Board and granting the Board a discharge,Expressing opinions on matters submitted by the Board,Establishing badges, honorary medals, awards, and all kinds of distinctions, as well as awarding them to individuals and legal entities.

§ 13

The Board is the executive body of the Foundation, responsible for the overall management of its activities and representing it externally. The Foundation Board:Prepares reports on the activities of the Foundation and financial reports in accordance with applicable regulations,Manages the assets of the Foundation,Accepts subsidies, donations, legacies, and bequests on behalf of the Foundation,Determines the size of employment and the amount of funds for employee remuneration,Manages the current activities of the Foundation, is responsible for the implementation of its statutory goals and the results of its economic activity,Makes decisions on joining commercial partnerships,Makes proposals regarding changes to the statute, merger, and liquidation of the Foundation.

§ 14

The economic activities of the Foundation include:cultural facilities – PKD 90.04.Z;library activities – PKD 91.01.A;museum activities – PKD 91.02.Z;activities related to historical sites, buildings, and similar tourist attractions – PKD 91.03.Z;activities related to the organization of fairs, exhibitions, and congresses – PKD 82.30.Z;other service activities not elsewhere classified – PKD 96.09.Z;production of games and toys – PKD 32.40.Z;production of other specified products not elsewhere classified – PKD 32.99.Z;wholesale of other household articles – PKD 46.49.Z;retail sale of books in specialized stores – PKD 47.61.Z;retail sale of newspapers and stationery – PKD 47.62.Z;retail sale of other new products in specialized stores – PKD 47.78.Z;retail sale conducted by mail order houses or via the internet – PKD 47.91.Z;publishing of books – PKD 58.11.Z;publishing of journals and periodicals – PKD 58.14.Z;scientific research and development in the field of social sciences and humanities – PKD 72.20.Z;other professional, scientific, and technical activities not elsewhere classified – PKD 74.90.Z;leasing and operating of intellectual property and similar products, excluding copyrighted works – PKD 77.40.Z;other supporting activities for business activities not elsewhere classified – PKD 82.99.Z;other forms of non-school education not elsewhere classified – PKD 85.59.B;supporting education activities – PKD 85.60Z;activities of amusement parks and theme parks – PKD 93.21.Z;other entertainment and recreational activities not elsewhere classified – PKD 93.29.Z;other activities of membership organizations not elsewhere classified – PKD 94.99.Z;renting and leasing of other machinery, equipment, and tangible goods not elsewhere classified – PKD 77.39.Z;operation of Internet portals – PKD 63.12.Z;activities of advertising agencies – PKD 73.11.Z;mediation in the sale of time and space for advertising purposes in radio and television – PKD 73.12.A;mediation in the sale of space for advertising purposes in print media – PKD 73.12.B;mediation in the sale of space for advertising purposes in electronic media (Internet) – PKD 73.12.C;mediation in the sale of space for advertising purposes in other media – PKD 73.12.D;market research and public opinion polling – PKD 73.20.Z;rental and leasing of passenger cars and vans – PKD 77.11.Z;rental and leasing of other motor vehicles, excluding motorcycles – PKD 77.12.Z;buying and selling of real estate on own account – PKD 68.10.Z;renting and operating of self-owned or leased real estate – PKD 68.20.Z

§ 15

The Foundation may engage in economic activities directly or through separate organizational units. The Board of the Foundation organizes and manages economic activities carried out directly by the Foundation. The directors of the separate units are appointed and dismissed by the Board. The subject of activity of the Foundation’s units, as well as the scope of powers and duties of the unit directors, are determined by organizational regulations granted by the Board of the Foundation.

§ 16

The Foundation conducts economic activities according to developed plans. Economic activities should ensure the full recovery of costs, and the income from them is allocated to finance statutory activities. The Foundation should also ensure the creation of a development fund necessary for conducting economic activities. The size of employment, remuneration principles, and the amount of funds allocated for remuneration are determined by the Board of the Foundation. Decisions regarding investment projects are made by the Board.

§ 17

Amendments to the statute may also include a change in the Foundation’s objectives. Decisions regarding changes to the statute are made by the Foundation Council by a resolution adopted on the motion of the Board, by a majority of 2/3 of the valid votes cast. A change in the objectives of the Foundation is made by unanimous resolution.

§ 18

In order to effectively achieve its objectives, the Foundation may merge with another foundation. The decision to merge is made by the Foundation Council through a unanimous resolution adopted on the motion of the Board.

§ 19

The Foundation is liquidated in the event of achieving the objectives for which it was established or the exhaustion of financial resources and assets. The decision to liquidate the Foundation is made by the Foundation Council through a unanimous resolution adopted on the motion of the Board.

§ 20

The Foundation submits an annual report to the competent minister on its activities for the previous year by March 31.

§ 21

This statute comes into effect on the day of the Foundation’s registration by the appropriate court of registration.

Bydgoszcz, July 29, 2020… (Sławomir Słomczewski – Founder)