Articles of “River//Cities Platform” Foundation
Chapter 1
General Provisions
§ 1
The River//Cities Platform foundation, hereinafter referred to as the “Foundation” was established by an authenticated deed issued on 25.10.2010, Finding Aid A NR 10320/2010, by notary public Monika Kędzierska in the Piotr Soroka, Monika Kędzierska, Piotr Skoworodko, Igor Soroka Notariusze – Spółka Cywilna w Warszawie notary office located in Warsaw, and acts under the Polish law, especially subject to the Foundations Act of April 6, 1984 (Journal of Laws of 1991 No. 46 item 203 as amended) and to this document.
§2
The Foundation may conduct its activity in the Republic of Poland and abroad.
§3
The Foundation is a legal entitty.
The Foundation is a non-profit organisation.
The Foundation has been established for an indefinite period of time.
§4
The Polish Ministry of Culture shall act as River//Cities supervisor.
§5
The registered office of River//Cities shall be located in Gdańsk.
The Foundation may create branches and offices in the Republic of Poland and abroad.
§6
In order to fulfil its goals, the Foundation may establish partnerships with non-governmental organisations, public institutions, universities, local authorities, cultural institutions and other organisations engaged in riverbank and urban waterfront development activity in terms of art, culture, education, environmental protection, architecture, urban development, transport and cultural tourism.
§7
The Foundation may become a member of national and international organisations to ensure proper fulfilment of its goals. The decision to join such organisations or leave them shall be made by the Board (Executive Committee).
Chapter 2
Foundation Goals and Principles
§8
The goals of the Foundation are as follows:
To promote the sustainable development of the waterfront in cultural, educational, social and economic terms and to increase the significance of river/waterfront areas in the cities’ everyday life.
To initiate, conduct and support research concerning waterfront development.
To develop cross-sectoral cooperation – art, culture, tourism, education, city planning, environment, transport.
To increase access and enable civic engagement in waterfront public space and culture.
To encourage, implement and support artistic and educational programmes and activities that support the Foundation’s mission.
To disseminate the results of River//Cities activities and waterfront development experience, expertise and skills within the civil society.
§9
The Foundation shall achieve its goals by:
1. Initiating, organising, financing and promoting the following:
a/ artistic events in Poland and abroad;
b/ conferences, seminars, workshops, training courses, lectures, theme meetings, exhibitions, presentations, debates, symposiums and internships;
c/ press and publishing activity;
d/ artistic creativity in all possible forms;
e/ film production, promotion and distribution.
2. Conducting scientific research.
3. Reviewing and providing opinions on subjects related to Foundation goals.
4. Close cooperation with state and non-governmental organisations and institutions in the field of culture, science and education.
5. Ownership, maintenance, and updating the River//Cities website: www.river-cities.net;
6. Cooperation, exchange of ideas and experiences with private, non-governmental and state organisations, higher education establishments, cultural institutions and individuals working towards achieving the goals set by the Foundation – locally and internationally.
§10
As part of goal fulfilment, the Foundation may support other legal entities and individuals whose activity converges with the Foundation’s goals.
§11
River//Cities activity is based on the political and world-view neutrality principle.
Chapter 3
Foundation Property
§12
Founding capital in the amount of PLN 2,000 (two thousand PLN), together with cash and movables acquired by the Foundation in the course of its activity, constitute the Foundations Property.
§13
The Foundation secures its activity with the whole of its property.
§14
Foundation revenue is generated mostly by:
donations, legacies and endowments;
legal entity donations and subsidies;
revenue from fund-raising and public events;
income from movables and fixed assets;
bank interest;
other financial support provided to the Foundation by national and foreign legal entities and individuals.
§15
The financial resources obtained in the form of subsidies, donations, legacies and endowments may be used to implement all the goals of the Foundation unless specified otherwise by the donors.
§16
Foundation goals are financed from financial means related to its property and from Foundation income.
§17
Financial management and bookkeeping within the Foundation are implemented pursuant to the binding law.
The Foundation’s book year ends on December 31 each year.
Chapter 4
§18
The Board is the Foundation’s body.
§19
The Board of the Foundation shall comprise between 6 and 11 members.
Board members shall be appointed for a renewable period of 2 years.
Board Members shall be appointed for the new period by the leaving Board
Board membership shall end upon term expiry, death or dismissal.
Board elects a Chair in between each other
§20
The Board shall especially:
a) manage ongoing Foundation operations and act as Foundation representative;
b) control the Foundation’s assets and assume responsibility for achieving the Foundation’s statutory goals and for the Foundation’s financial and economic results;
c) accept donations, legacies, subsidies, endowments and other forms of financial support granted to the Foundation by national and foreign legal entities and individuals;
d) decide upon the Foundation's organisational structure, appoint and dismiss proxies as well as persons occupying managerial posts and working independently in the Foundation’s organizational units;
e) agree employment terms, determine the salaries and the benefits for the Foundations’ employees;
f) draw up periodic reports on Foundation activity, as well as annual financial statements;
g) create and close Foundation organisational units and provide them with organisational regulations;
h) take decisions concerning changes in the Foundation’s Articles and its dissolution.
§21
The Board may appoint a Scientific Council and Foundation Council as its advisory bodies.
§22
The Board shall perform its tasks during meetings called at least twice a year.
The decisions of the Board shall be adopted in the form of resolutions. The resolutions shall be adopted on the basis of a simple majority vote. For the vote to be valid, at least half of the members must be present.
In the event of a tie, the Chair shall have the casting vote.
In urgent matters, the Board resolutions may be adopted without summoning a meeting upon a written arrangement. To ensure validity of resolutions based on written arrangements, all the Board members must be notified in advance of the content of any such resolution. Resolutions based on written arrangements are passed pursuant to the principles set forth in sections 2 and 3.
Declarations of intent on behalf of the Foundation shall be presented by one Board member.
§23
The Board members perform their duties free of charge.
In exceptional cases, Management Board members may receive remuneration for works which lie outside of the scope of Board activity.
Chapter 5
General Provisions
§24
Amendment of the Articles of Association may not touch upon substantive goals of the Foundation.
§25
Decisions concerning amendments of the Articles shall be made by the Board in the form of a resolution based on a unanimous vote.
§26
The Foundation can unite with another foundation with similar goals under the terms specified by the stakeholders.
§27
If it results impossible to achieve the goals set by the Foundation or if the financial means or the property of the Foundation are exhausted, the Foundation may be dissolved.
§28
The resolution concerning Foundation dissolution shall be passed by the Board upon its own initiative.
The dissolution shall be conducted by a representative appointed by the Board endowed with the rights and obligations of the Board.
§29
The property left after the Foundation is dissolved shall be handed over, subject to Article 5 section 4 of the Foundations Act, to the institutions whose activity corresponds to the main goals of the Foundation. The relevant institutions shall be indicated by the Board.