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The Charter of the Helsinki Foundation for Human Rights

(uniform text)

of Helsinki Foundation for Human Rights

Chapter I: General Provisions

§ 1. The Foundation under the name of Helsinki Foundation for Human Rights was established by a certified act of 31 July 1989 (Office of State Notary Public Wołomin, Ref. No. A-3838/89) by will of the following individual founders:
1.     Piotr Ł.J. Andrzejewski,
2.     Halina Bortnowska-Dąbrowska,
3.     Jerzy Ciemniewski,
4.     Janusz Grzelak,
5.     Jarosław Kaczyński,
6.     Marek Nowicki,
7.     Danuta Przywara,
8.     Jan Rosner,
9.     Stefan Starczewski,
10.  Zofia Wasilkowska,
11.  Tadeusz Zieliński,
and operates under provisions of the Foundations Act (Journal of Laws No. 27/89 item 97 with subsequent changes).

§  2. The Foundation has legal personality.

§  3. The Foundation has been established for an unspecified period of time.

§ 4. The Foundation operates within the territory of Republic of Poland and outside of that territory under the law of republic of Poland.

§  5. The Foundation is seated in the Capital City of Warsaw.

§ 6. The Foundation uses a round seal with the name and seat of the Foundation stated on the rim. The seal may also contain the Foundation’s logo.

§ 7. The Foundation is supervised by the minister responsible for science.

Chapter II: Aims and Means; Principles of Operation

§ 8. The Foundation’s aims include the following:
1. To launch educational and research initiatives in the area of human rights.
2. To propagate human rights as the foundations of functioning of the state and society.
3. To strengthen society’s respect for human dignity and human rights.
4. To act towards protection of human rights.

§ 9. Working towards the aims specified in § 8 above, the Foundation may:
1. organize, support or commission:

– studies and research projects,

– educational activity,

– the gathering of information and materials serving human rights education,

– meetings on human rights issues;

– cultural activity, including in the audiovisual sector

1a. act to initiate legal proceedings and represent individuals before national and international judicial, administrative and social bodies, within the scope set out under applicable legal regulations, and intervene in any such proceedings as a social representative and take any other legal actions aimed at protection of human rights;

2. cooperate with natural persons, organizations, and state institutions;

3. pursue publishing activities;

4. finance its statutory activity;

5. run a paid statutory activity

Chapter III: Authorities of the Foundation

§ 10. Authorities of the Foundation include its Council and  Board.

§ 11. 1.The Foundation Council may adopt resolutions in two ways:
at the Council meeting and remotely.

2. At the meeting a Council resolves if at least a half of its members are present of the session and the President of the Council has notified all of its members at least 14 days before the date of that session. The letter of notification should contain the agenda. The agenda may only be changed with consent of all members of the Council present of the session.

3. Resolution of the Foundation’s  authorities are made by the ordinary majority of votes of members present at the session, to the exception of resolutions concerning: assignment of property and profits towards the Foundation’s aims; encumbering of that property; liquidation of the Foundation and assignment of its property; changes in the Foundation’s statute. In these and other matters specified in the Statute, the majority of two-thirds of votes is required.

4. The Council may adopt resolutions using means of direct remote communication. The resolution is valid when all members of the Council have been notified about the content of the draft resolution. The Chairperson of the Council at the next Council meeting presents the results of voting conducted in this mode.

5. Adoption of a resolution in the mode specified in section 4 does not apply to cases in which a qualified majority is required and the appointment, dismissal or suspension of individual or all Members of the Board.

§ 11a. 1. The Foundation’s Council is composed of the Founders who, within 14 days of the date on which the Court’s decision to sanction the present amendments becomes valid, express their will to be members of the Council. Also other persons may be co-opted to the Council. The membership of the Council of a Founder who has been appointed to the Foundation’s Board is subject to suspension.

2. The Foundation’s Council is made up of 6 to 9 members

3. A new member of the Council may be co-opted by the majority of votes of two-thirds of members of the Council present at the session.

4. The term in office of a co-opted member of the Council shall be 5 years. If re-elected to the Council, such person acquires the status of a regular member of the Council.

5. The Foundation’s Council appoints its President for the term of 1 year.

6. The Foundation’s Council convenes at least once a year. Sessions of the Foundation’s Council are convened by its President on his own initiative or on motion of at least one-third of the Council’s composition.

7.  Members of the Foundation Council:

a. may not sit on the Foundation Board or be related to members of the Foundation Board by virtue of familial relation or subordination in an employment relation;

b. should not be convicted of having committed a deliberate crime by a final court judgement;

c. may receive only the reimbursement of reasonable expenses relating to their participation in Foundation Council sessions with respect to their discharge of duties in the capacity of Foundation Council member.

§ 12. The Council is the Foundation’s supervisory authority. Its competencies include:

a.      approving of the Foundation’s financial plans;
b.     approving of the annual budget and financial and narrative report on the Foundation’s activity;
c.      resolving on the Foundation’s liquidation and on assignment of its property in the case of such liquidation;
d.     resolving on amendments of the Foundation’s statute;
e.      defining the main lines of the Foundation’s activity;
f.      appointing and recalling members of the Foundation’s  Board, its President, Vice-President, Secretary and Treasurer;
g.     inspecting the Foundation’s activity if necessary and making recommendations for the Board.

§ 13. (deleted)

§ 14.    The Foundation may not take measures or actions comprising:

a) extension of loans from, or securing liabilities with the Foundation’s assets with respect to members of the Foundation Council, members of the Foundation Board, or Foundation employees as well as to persons related to the members of the Foundation Council, members of the Foundation Board, or Foundation employees by blood or marriage, directly or collaterally, down to a relation between the children of the siblings, or by adoption, custody or guardianship (referred to hereinafter as “related persons”,

b) placing Foundation assets at the disposal of members of the Foundation Council, members of the Foundation Board, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, particularly where such placing at disposal proceeds on a free-of-charge basis or on preferential terms;

c) use of Foundation assets to the benefit of members of the Foundation Council, members of the Foundation Board, or Foundation employees and of their related persons subject to terms and conditions other than as would be applied to third parties, unless such use is directly related to pursuit of the Stefan Batory Foundation’s statutory activities;

d) urchase subject to special terms and conditions of goods and/or services from entities in which members of the Foundation Council, members of the Foundation Board, or Foundation employees and/or their related persons participate or have an interest.

§ 15. 1. The  Board is composed of 5 persons, including the president, Vice-President, Secretary and Treasurer.

2. The  Board manages the Foundation’s activity and represents it in external contacts.

3. The competencies of the Board include in particular:

a. representing the Foundation in external contacts;
b. managing the Foundation’s activity and property, and granting powers of attorney;
c. accepting donations, legacies, and bequests;
d. drawing up the Foundation’s financial plans and financial balance sheets, as well as the annual reports on the Foundation’s activity;
e. appointing, if necessary, as well as recalling the Foundation’s Director. The Director’s competencies shall be specified by the  Board;
f. carrying out the Foundation’s liquidation if thus resolved by the Foundation’s Council;
g. performing other functions not reserved as competencies of the Foundation’s other authorities.

4. Meetings of the Board shall be held whenever necessary, but at least once a month.

5. To the exception of office holders, members of the Board receive no remuneration for performing their functions.

6. President of the Board is obliged to convene a meeting of the Board upon request of the minister who supervises the Foundation, the Foundation’s Council, or at least 2 members of the  Board; the meeting shall be convened within 14 days of the date of delivery of such request.

7. The Board may appoint Problem Committees. Unless they are not members of the Board, the chairmen of such Committees may attend meetings of the Board in the capacity of advisers.

8. (deleted)

9. (deleted)

10. The terms of work and remuneration of the Foundation’s staff shall be laid down by the Board.

§ 16. Statements of will on behalf of the Foundation shall be made by the President or Vice-President of the Board together with the Secretary or Treasurer, or by a plenipotentiary appointed to this aim by the  Board. Statements of will within ordinary management may be made by one person under a power of attorney.

§ 17. The Board’s term in office shall be 5 years.

§ 18. The membership of a member of the  Board expires with the end of that member’s term in office, with his resignation, recall or death.

§ 19. A member of the Board may be recalled by the Foundation’s Council by the majority of two-thirds of votes.

Chapter IV: Property of the Foundation

§ 20. Financial assets mentioned in the statement of will establishing the Foundation amount to 2,200,000 zlotys (PLN 220).

§ 21. The Foundation’s property is composed of the property components mentioned in the statement of will establishing the Foundation, movable and immovable assets acquired by the Foundation, as well as financial assets.

§ 22. The Foundation derives its financial assets from:

1. takings from its movable and immovable property and from property rights;

2. profits from its economic activity;

3. donations, legacies and bequests,

4. takings from public collections and events;

5. other sources.

§ 23. Durable property may be disposed of in the following cases:

1. if the Foundation’s aims justify such disposal;

2. the natural wear and tear of such property;

3. if continued possession of such property threatens the Foundation’s economic existence.

§ 24. 1. The Foundation may establish funds, including intentional funds according to the donor’s will and signed with his name.

2. Takings from property may only be spent on fulfilling the Foundation’s basic aims.

3. Takings from donations, legacies and bequests may be spent on fulfilling all of the Foundation’s aims unless otherwise decided by the donors.

§ 25. Takings from public collections and events may only be spent towards the aim to which they were originally organized.

§ 26. If the Foundation is summoned to inheritance, it shall either accept the benefit of inventory or reject the legacy.

§ 27. 1. The Foundation may conduct business activities solely for the implementation of its statutory objectives

2. The Foundation’s business activities can consist of:

a. Retail sale via stalls and markets of other goods (PKD 47.89.Z)
b. Retail sale via mail order houses or via Internet (PKD 47.91.Z)
c. Restaurants and other eating places (PKD 56.10.A)
d. Mobile eating places (PKD 56.10.B)
e. Beverage serving activities (PKD 56.30.Z)
f. Book publishing (PKD 58.11.Z)
g. Publishing of journals and periodicals (PKD 58.14.Z)
h. Other publishing activities (PKD 58.19.Z)
i.  Motion picture, video and television programme production activities (PKD 59.11.Z)
j. Motion picture, video and television programme post-production activities (PKD 59.12.Z)
k. Motion picture, video and television programme distribution activities (PKD 59.13.Z)
l. Web portals (PKD 63.12.Z)
m. Research and experimental development on social sciences and humanities (PKD 70.20.Z)
n. Advertising agencies activities (PKD 73.11.Z)
o. Market research and public opinion polling (PKD 73.20.Z)
p. Out-of-school forms of cultural education (PKD 85.52.Z)
q. Other out-of-school forms of education, not elsewhere classified  (PKD 85.59.B)

§ 28. Financial management shall follow the financial and administrative provision regulating a given type of activity, as well as the rules contained in internal regulations, which shall in particular define the principles of dividing takings from economic activity into funds, the types of funds, and the principles of their formation and use.

§ 29. The Foundation shall be responsible for its liabilities on the pain of forfeiting its property.

Chapter V: Changes of the Statute

§ 30. No change of the Statute may pertain to the aims of the Foundation.

§ 31. (deleted)

Chapter VI: Liquidation of the Foundation

§ 32. 1. The Foundation shall be subject to liquidation in statutory cases, if the Foundation’s Council resolves to this effect.

2. The moment to determine the Foundation’s liquidation on account of exhaustion of its financial assets and property shall be that of the Foundation’s insolvency shown in the balance sheet where the Foundation’s property proves insufficient to cover its liabilities.

3. In cases referred to in point 1 above, the Foundation’s Council shall be obliged to announce its liquidation. The liquidation shall be carried out by the Foundation’s  Board or a liquidator appointed by its Board.

4. In the case of liquidation, the property of the Foundation shall be designated to defray any Foundation’s obligations; the remainder shall be used for the purposes similar to the aims of the Foundation. Within such limits, the Foundation’s Council may provide for division of such property, and also for unpaid transfer of individual components to organizational and legal units fulfilling the Foundation’s aims.

5. The Foundation shall notify its supervising Minister of the statement of liquidation and of disposal of its property.

§ 33. A Founder’s powers that follow from the Foundations Act and this Statute shall expire at the moment of that Founder’s death and shall not be inherited.

Chapter VII: Temporary regulations (deleted)

Statute to download is available here.



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