STATUTE OF THE CONCERT SPIRITUEL FOUNDATION IN WARSAW

1.
General provisions

1.1
The Foundation named ”Concert Spirituel” henceforth referred to as the Foundation, established by Agata Sapiecha by notarial deed drawn up by Notary Maria Ogrodzińska Zalewska at the Offices in Warsaw at ul.Krakowskie Przedmieście 62 on the day of August 31, 1999, repertory A No.6215/99; operates on grounds of the provisions of the Law on foundations of April 6, 1984 (Journal of Laws 46/91) as well as in accordance to the provisions of this Statute.

1.2
The Foundation possesses legal status.

1.3
The Foundation preserves the right to use a seal bearing the name of the Foundation and its address.

1.4
The Foundation is based in Warsaw.

1.5
1) The Foundation is active on the territory of the Republic of Poland.
2) In order to realize its objectives, the Foundation may act outside the Republic of Poland.

1.6
The proper Government Ministers for the Foundation, in consideration of its objectives are:
1) The Minister for Culture and Art
2) The Minister for Education.

2.
The Objective of the Foundation’s activities

2.7
The Foundation has been called into being in order to pursue the objectives as mentioned below.
1) To support and promote initiatives in music respective to interpretation of early music in accordance with the principles of the appropriate epoch.
2) To attract to the idea of the Foundation teachers, activists and artists, and to develop relations with art and scientific communities in Poland and abroad.

2.8
The Foundation shall realize its objectives via activities as described below.
1) Organize and finance educational projects, courses and concerts.
2) Organize and perform concerts as well as make recordings in Poland and abroad with artists from Poland and abroad.
3) Award and supply, funds allowing, grants, benefits, bonuses and prizes to musicians.
4) Interpret early music in combination with the spoken word, fine arts and dance.
5) Present radio and television programmes and carry out complimentary publishing.
6) Organize and finance symposia, seminars and conferences for the exchange of thought, experience and achievements from around the world.
7) Promote composers and performers, Polish artists abroad and foreign artists in Poland, and cooperate with contemporary authors.
8) Form the Foundation’s own collection of instruments, finances allowing.
9) Conduct research within the scope of musicology, art history and cooperate with national libraries in Europe and in the world.

2.9
The Foundation may support in other ways the activities of private persons and legal entities which realize the objectives named within this Statute.

3
Assets and income of the Foundation

3.10
The assets of the Foundation include a founding capital amounting to 2.000 PLN (two thousand Polish zloty), contributed by the Founder, as well as any financial resources and properties which may come into the possession of the Foundation in the course of its activities.

3.11
The Foundation is responsible for its obligations on pain of forfeiting its entire property.

3.12
The income of the Foundation is derived in particular from:
1) Donations, bequests, endowments.
2) Sponsorship subsidies from legal entities.
3) Proceeds from collections and public events.
4) Proceeds from private property and real estate.
5) Interest on financial resources deposited on bank accounts

3.13
The proceeds from subsidies, donations, bequests and endowments may be used to realize any and all of the Foundation’s objectives, provided that the Donors have not indicated otherwise.

3.14
1) If the Foundation is named as beneficiary to a Will , the Board shall make a formal declaration on the acceptance of the inheritance with benefit of inventory but only if at the time of making of this declaration it is evident that the assets of the inheritance are considerably in surplus of the debts.
2) The Foundation keeps its property deposited in long-term bank accounts and in bonds and securities.
3) The proceeds from the Foundation’s property are to be used solely towards the realization of the statutory objectives and to cover the vital costs incurred in its operation.

4
The Authorities of the Foundation

4.15
The Foundation consists of
1) the Council of the Foundation.
2) the Board of the Foundation.

4.16
1The Founder may consent to participate in the Council of the Foundation.

4.17
The Council of the Foundation may include those persons who express the will to participate and who are called to the Council by the Founder.

4.18
1) The Council of the Foundation consists of three to seven members.
2) The Council of the Foundation shall elect from among its members a Chairman and Vice-Chairman.
3) The Chairman or, in his absence, the Vice-Chairman, calls and presides over sessions of the Council.
4) The Council of the Foundation gathers to meet at least once in every three months, unless there is a need to hold sessions more frequently.
5) A member of the Board of the Foundation shall be present at the meetings of the Council.
6) Decisions of the Council of the Foundation shall be made by a simple majority of votes in the presence of at least 2/3rds of its members.

4.19
Membership in the Council is terminated upon resignation.

4.20
The tasks of the Council of the Foundation include:
1) To promote the objectives for the purpose of which the Foundation has been established.
2) To put before the Board of the Foundation motions concerning its activities.
3) To call and recall the Board of the Foundation.
4) To supervise the work of the Board of the Foundation.
5) To approve the long-term and annual agendas of the Foundation.
6) To receive the annual reports of the Board.
7) To vote on the remuneration of the Board of the Foundation.
8) To adopt the Rules for the Work of the Board of the Foundation.
9) To confirm the decisions of the Board of the Foundation on amendments to the Statute respective to merging with another foundation or the dissolution of the Foundation.

4.21
1) Benefactors of the Foundation may be awarded by a decision of the Council with the honorary title of a „Sponsor of the Foundation”.
2) The title of „Sponsor of the Foundation” has a personal nature.

4.22
The Board of the Foundation
1) The Board of the Foundation consists of three to five members and is established by the Council of the Foundation for an indefinite period of time.
2) Membership of the Board is terminated upon a member’s recalling or demise.
3) A Member may be recalled by the Council of the Foundation on:
a) resignation
b) because of sickness, disability or infirmity resulting in permanent inability to perform the function
c) failure to perform a Member’s duties for a period of more than 6 months
d) inadequate performance of a Member’s duties
e) serious violation of the provisions of the Statute.

4.23
The Board shall elect a President and Vice-President from among its members.

4.24
The Board shall manage the affairs of the Foundation and be its external representation.
The Board shall function in line with Rules and Regulations as approved by the Council of the Foundation.

4.25
In particular, the Board is to
1) Elaborate annual and long-term programmes of activity.
2) Compile annual reports on the activities of the Foundation.
3) Supervise the assets and property of the Foundation.
4) Accept subsidies, donations, bequests and inheritances.
5) Decide on staffing and resources for staff remuneration.
6) Create and dissolve other organizational units of the Foundation, and formulate their regulations.
7) Employ Foundation staff.
8) Decide on amendments to the Statute, mergers with other foundations or the dissolution of the Foundation.

4.26
1) All declarations of will on behalf of the Foundation are to be made jointly by two Board Members, one of whom is to be the President or the Vice-President of the Board.
2) All declarations of intent relating to ordinary management can be made on behalf of the Foundation by one person authorised to do so by the Board.

4.27
The Board of the Foundation adopts decisions by a simple majority of votes in the presence of at least half of the Board Members, including the President or Vice-President.

4.28
Sessions of the Board are held according to necessity but no less frequently than once a month.

4.29
1) Members of the Board may be formally employed by the Foundation.
2) The remuneration of the Board Members is described by the Council of the Foundation.

5
Collegiate Control Body

5.30
Collegiate Control Body consists of three members, called by Council of the Foundation.

5.31
Collegiate Control Body is not liable to the Board of the Foundation in the field of internal audit.

5.32
Members of the Collegiate Control Body are not to be in any family relationship with members of the Board of the Foundation, neither they are employed by the Board of the Foundation. They were never sentenced nor punished in a court trial.

6
Final provisions

6.33
The Foundation shall conduct its finances and accounts in line with the regulations in place for legal entities.

6.34
Any decision on merging with another foundation shall be made by the Board in the wake of a unanimous vote and this decision shall be approved by the Council of the Foundation.

6.35
Any such merger is rendered impossible if it should result in an alteration of the Foundation’s objective.

6.36
The Foundation is dissolved once it has achieved the objectives for the purpose of which it had been established, or if its financial resources and assets are exhausted.

6.37
The decision to dissolve the Foundation shall be made by unanimous vote of the Board. This decision is to be confirmed by the Council of the Foundation.

6.38
The Foundation shall annually and before the date of March 31st present the relevant Ministers with a report on its activities.

6.39
This Statute comes into force on the day of registration of the Foundation by the District Court for the City of Warsaw, Department IX for Business and Registers.

Founder’s Signature