Statute of the Wyspa Progress Foundation

Consolidated text

Chapter I
General Provisions
§ 1 The Wyspa Progress Foundation, hereinafter called the "Foundation" was established by:
– Jarosław Zygmunt Bartołowicz, Son of Zygmunt and Danuta, DB-3125254, domiciled in Warsaw at 30/2, ulica Magiera Street;
– Adam Gajda, son of Tadeusz and Danuta, DB-7547298, domiciled in Strzelce no. 106 A, County of Nałęczów, Province of Lublin;
– Grzegorz Józef Klaman, son of Jan and Maria, DB-1659984, domiciled in Nowy Targ, at 24/32, Osiedle Zawadzkiego Street;
the above-mentioned persons are hereinafter called "The Founders".

§ 2
The Foundation enjoys the status of a legal person.

§ 3
The seat of the Foundation is in the City of Gdańsk.

§ 4
The Foundation shall operate on the territory of the Polish Republic and abroad, according to due legislation.

§5
The Foundation shall use its seal, featuring the name, the seat and the emblem of the Foundation.

§ 6
The Minister of Culture shall be the supervisory body of the Foundation.


Chapter II
Objectives, principles and the forms of operation of the Foundation.
§ 7
The objective of the Foundation is:
1) the presentation of innovative phenomena in contemporary art and support to creative activity;
2) the stimulation and documentation of the reflection on contemporary visual culture;
3) the activity run at the Wyspa Institute of Art and Modelarnia in Gdańsk;
4) the organisation of exhibitions and other forms of promotion of artists linked to the Foundation in Poland and abroad;

5) the propagation of the premises of the former Gdańsk Shipyard in Gdańsk as the place of creative inspiration of universal character.

§ 8
1. The Foundation shall realise its objectives by:
1) operating in the Wyspa Institute of Art and the artists' co-operative at the Modelarnia centre, using these two as the tools for presentation and experiment,
2) taking ownership and adaptation of buildings in order to organise ateliers, workshops and venues for international meetings and work spaces for artists and other professionals committed to contemporary art;
3) the creation of places and bases for the realisation of the Foundation's objectives;
4) the organisation of multi-cultural and multi-media artistic events, exhibitions, shows, open-air workshops and concerts;
5) the creation of, cataloguing and facilitating access to its collection of contemporary art;
6) the collecting, cataloguing and facilitating access to the Foundation's science library;
7) the collecting, cataloguing, systematising and facilitating access to the archive of the contemporary visual culture;
8) fund-raising by organising events, public collecting, grants, donations, bequeaths, and endowments;
9) the creation of studios, programmes and audio-visual broadcasting stations, along with the facilitation of the development of artistic activity based on new media and new technologies;
10) printed and phonographic publications;
11) support and stimulation of studies on contemporary visual culture, considering its historical and social context;
12) the organisation of conferences and seminars on the above-mentioned fields of activity;
13) the founding of grants and rendering support artists, along with educational activity related to contemporary art and widely understood visual culture;
14) running educational and social programmes on contemporary visual culture, addressed particularly to the most strongly underprivileged social groups;
15) the creation of international platform for the co-operation between artists, stimulating their mobility and openness to cultural and social issues;
16) the creation of channels facilitating the free flow of information on the condition of art in the contemporary world;
17) the collaboration with state-run and public institutions, operating within the domain of the Foundation's activity, along with the co-operation with national and foreign galleries, museums, schools, artists' groups and natural persons who are interested in the objectives of the Foundation;
18) running an artistic club.

2. The activities described herein above in clause 1. points: 1), 2), 3), 5), 6), 8), 11), 13), 14), 15), 16) and 17) shall be a free-of charge activity for the public welfare performed by the Foundation.
3. The activities described herein above in clause 1. points: 4), 7), 9), 10), 12) and 18) shall constitute a paid activity for the public welfare which performed by the Foundation.

§ 8 A
The Foundation may run its own business activity to the degree which helps it in the realisation of its objectives, within the framework defined by the Polish Classification of Businesses (PKD):
1. building – 45 PKD
2. running and keep-up of other lodging premises and other places for short-time abode – 55.23 PKD
3. hire of office machines and devices – 71.33 PKD
4. hire of premises on own account – 70.20 PKD

§ 8 B
The value of the Foundation's assets dedicated to its business activity amounts to 1100,00 zloties.


Chapter III
Governing Bodies of the Foundation
§ 9
The Foundation's Management Board and the Council of the Foundation shall be the governing bodies of the Foundation.

§ 10
The Management Board shall make decisions on all of the Foundation's matters. The Management Board shall manage the activity of the Foundation and shall represent it before external parties.

§ 11
The Management Board shall be composed of 2 up to 3 persons, including the Chairperson and Vice-Chairperson.

§ 12
The Management Board shall be nominated and dismissed by the Founders in a majority vote.

§ 13
A Founder may become a member of the Management Board.

§ 14
1. The prerogatives of the Management Board shall comprise the following:
a) the external representation of the Foundation;
b) the control over the Foundation's assets;
c) the activities aiming at the realisation of the Foundation's objectives;
d) the acceptance of donations, endowments and bequeaths;
e) the appointment and dismissal of the Director of the Foundation's Office;
f) the creation and/or liquidation of centres, teams and other organisational units within the Foundation's framework;
g) the approval of the Foundation's programme and the making of annual reports on its activity;
h) the approval of the regulations pertinent to allowances and expenditure return to persons for activities related to the Foundation's operation;
2. The decisions pertinent to clauses e, f, g, and h herein above shall be made in the form of a resolution.

§ 15
1. The meetings of the Management Board shall be convened wherever a need for it arises by the Chairperson of the Management Board or the Chairpersons' substitutes.
2. Members of the Management Board shall be notified about a given meeting, including its agenda, at least 10 days before the due date.

§ 16
1. The Chairperson shall preside the meetings of the Management Board.
2. The Management Board shall make its resolutions by a majority vote provided all of its members are present.

§ 17
The membership in the Management Board shall cease in case of resignation, dismissal or death of a Member of the Management Board.
§ 18
1. The Management Board may establish an Office to facilitate the activity of the Foundation. The Office shall be managed by the Director.
2. The Director shall operate within the prerogatives bestowed on him by the Management Board.
3. The Management Board shall establish the terms and conditions of work and remuneration for the Office workers.

§ 19
1. The declarations of will on behalf of the Management Board shall be made by two Members of the Management Board or by a single member of the Management board on the basis of a Power of Attorney given to this member by the entire Management Board.
2. After Foundation has been duly registered, the Management Board shall establish the Articles of Association.

§ 19 A
The Council of the Foundation shall be the body of its supervision.

§ 19 B
The Council shall contain at least three members, including the Chairperson and a Vice-Chairperson, who shall be nominated and dismissed by the Founders.

§ 19 C
A Founder may become a member of the Council.

§ 19 D
The Council shall monitor the activity of the Foundation in all the aspects of its activity.

§ 19 E
1. The Meetings of the Council shall be convened from time to time, the need for them arising, by the Chairperson or a Vice-Chairperson.
2. The Members of the Council shall be notified of a meeting, including its agenda, at least 14 days before the due date.

§ 19 F
1. The Council shall make its resolutions provided at least half of its members is present at a given meeting and all of its members have been invited to the meeting.
2. The proceedings of a meeting shall be reported on in the form of minutes.
3. The resolutions of the Council shall be made by a majority vote.
4. The members of the Council must not:
1) be members of the Management Board and/or be relatives of whatever kind of the Members of the Management Board and/or their employees;
2) be sentenced by legally valid court decisions for any deliberately committed offence;
3) receive any cost compensation or remuneration because of any function in the Council higher than stipulated in article 8 clause 8 of the Law on Remuneration for Persons Governing Certain Legal Entities of 3 March 2000.


Chapter III
Assets of the Foundation
§ 20
1. The assets of the Foundation comprise the elements of property indicated in the declaration of will, establishing the Foundation, along with the real estate, moveable property and financial means acquired during the Foundation's activity.
2. The revenue of the Foundation shall be accrued by:
a) donations, endowments, bequeaths, dotations from domestic and foreign persons;
b) income on the Foundation's assets;
c) income from fund-raising and public events;
d) subventions from legal persons,
e) other income.

§ 21
The Foundation shall use its assets for the realisation of all of its objectives, unless some means have been given to the Foundation for a specific goal.

§ 22
Should the Foundation receive a heritage, the Management Board shall accept the heritage with the benefit of the inventory by writing a due declaration of acceptance.

§ 23
The Foundation shall be responsible for all its obligations with its entire assets.

§ 23 A
The Foundation must not:
1) give loans or pledge the Foundation's property because of any obligations of its Founders, Members, bodies, employees or persons whom the workers of the Foundation are married to or are next of kin, are near of kin, are their direct or indirect relatives up to the second degree, or are anyhow related to them by adoption, care or custody relationship; all of these persons are hereinafter "close persons";
2) transfer its assets to the Founders, Members of its Bodies or its employees and their close persons, according to any principles except for those which pertain to the third parties, particularly if this transfer is done free of charge or on preferential conditions;
3) make its assets available to the Founders, members of the Foundation's Bodies or employees and their close persons according to any other principles than those pertinent to the third parties;
4) enjoy any privileges in the purchase of goods and/or services from the organisations in which the Founders, members of the Foundations' organs or its employees and their close persons participate.


Chapter IV
Final provisions
§ 24
1. Any amendments to this Statue may pertain to the change of the Foundations' objective.
2. Decisions concerning the amendments to the Statute shall be made by the Founders' resolution.