The Nakło Foundation

The Palace at Nakło is operated under the auspices of Fundacja Nakielska (The Nakło Foundation). We engage in activities supporting our community — educational and economic development, promotion of culture and good health, and much, much more. Our Charter sets out the purposes and goals of the organization.

Nakło Foundation Charter

Unified text reflecting amendments made by resolution of the Management Board dated 2 June 2008.

Chapter ICrown on the Palace at Nakło.
General Provisions

1. The Nakło Foundation [Fundacja Nakielska] (the “Foundation”) was established by Marzenna Reyher (the “Founder”) by notary deed number Rep. A 67/2005 made on 7 January 2005 before notary Barbara Bryl with her office in Warsaw.
2. The Foundation operates pursuant to the Foundations Act of 6 April 1984 (Journal of Laws 1991 No. 46 item 203, as amended) and the provisions of this Charter.
3. The Foundation shall obtain legal personality upon entry in the National Court Register (KRS).
4. The seat of the Foundation is Nakło.
5. The duration of the Foundation is unlimited.
6. The territory of the Foundation’s activity is the Republic of Poland.
7. For proper realization of the Foundation’s purposes, the Foundation may conduct activity outside the Republic of Poland.
8. The Foundation may establish branches and other internal organizational units to conduct its chartered activity.
9. The Foundation may use a seal encircled by an inscription indicating its name and seat and containing the Foundation’s logo.
10. The Foundation may award certificates, badges and honorary medals to natural and legal persons for purposes chosen by the Foundation. The types of certificates, badges and honorary medals and the rules for awarding them shall be determined by Bylaws adopted by the Foundation Council.
11. The Foundation may seek the status of a public benefit organization.
12. The proper minister with respect to the Foundation’s purposes is the Minister of Economy and Labor.

Chapter II
Purposes and Operating Rules of the Foundation

1. The purposes of the Foundation are:
    1) supporting local entrepreneurship,
    2) development of local tourism and sports,
    3) supporting and publicizing local cultural, scientific and improvement undertakings,
    4) protection of national cultural landmarks,
    5) promoting awareness of the Nakło region in the society, and
    6) initiating and supporting actions on behalf of environmental protection, particularly protection of the environment in the Nakło region.
2. The Foundation shall realize its chartered purposes more specifically by:
    1) participating in the costs of reconstruction and development for cultural and tourism purposes of Nakło Palace,
    2) creating new jobs,
    3) organizing training, conferences, symposia and lectures,
    4) organizing cultural events such as shows, performances, screenings, programs, exhibitions and other forms of artistic expression,
    5) organizing tourist excursions and sports events designed to promote the Nakło region,
    6) charitable activity involving financial and tangible support for individuals, organizations and other worthy entities for supporting local initiatives, more specifically by providing donations or funding stipends,
    7) organizing educational excursions, including for the purpose of establishing contacts with entities or organizations concerning actions consistent with the purposes of the Foundation,
    8) supporting legislative initiatives concerning development of local entrepreneurship, culture and sports,
    9) providing financial support for social activity on behalf of environmental protection and pro-ecological economic activities, and
    10) cooperation with state and social institutions and individuals active on behalf of and in the area of environmental protection.
3. In addition to carrying out its own initiatives, the Foundation may cooperate with other institutions, organizations and persons in order to achieve common chartered purposes. Such cooperation may take the form of organizational support, partial or complete financing of an undertaking, or assistance in obtaining necessary funds from other sources.
4. The Foundation’s chartered activity shall be conducted for the general benefit of the society.
5. The Foundation shall not conduct economic activity under rules provided for in the Charter.

Chapter II1
Economic Activity by the Foundation

1. The Foundation may conduct economic activity directly in Poland or abroad, in compliance with applicable laws, within the following areas:
    1) hotels and similar accommodations (55.10.Z) [Polish Classification of Activity (PKD) code],
    2) restaurants and other food service establishments (56.1),
    3) event catering and other food service activities (56.2),
    4) beverage serving activities (56.3),
    5) management consultancy activities (70.2),
    6) consultancy related to: a) selection agricultural machinery for hemp harvesting and processing; b) buying of agricultural machinery for hemp harvesting and processing
    7) advertising (73.1),
    8) renting and leasing of recreational and sports goods (77.21.Z),
    9) organization of conventions, exhibitions and trade shows (82.30.Z),
    10) other forms of education not elsewhere classified (85.59.B),
    11) creative, arts and entertainment activities (90),
    12) sports activities (93.1),
    13) amusement and recreation activities (93.2), and
    14) physical well-being activities (96.04.Z).
2. Any income of the Foundation derived from conducting economic activity may be used solely for realization of its chartered purposes.
3. The Management Board of the Foundation shall establish rules for conduct of economic activity by the Foundation and shall be responsible for such activity.
4. Before commencing economic activity of a given type, the Foundation shall obtain any licenses or permits required by law.

Chapter III
Assets and Income of the Foundation

1. The assets of the Foundation shall comprise financial instruments, real estate, movables and other assets acquired by the Foundation in the course of its existence.
2. The founding fund provided by the Founder is PLN 3,000 (three thousand Polish zloty). The Founder shall provide an additional PLN 1,000 (one thousand Polish zloty) for economic activity.
3. The Foundation’s revenue shall be derived from:
    1) gifts, inheritance and bequests,
    2) subsidies and grants from international, state and local-government entities and organizations, legal persons and individuals,
    3) fundraising and public events,
    4) income from funds in bank accounts and capital accounts and from securities, and
    5) income from real estate, movables and other property.
4. The Foundation’s entire income shall be used for chartered activity.
5. When providing assets to the Foundation, a donor may restrict use of such assets for a specific type of activity of the Foundation. If a donation is made without specifying the purpose for which it is to be used, the Foundation may use it for any chartered purpose.
6. The Foundation shall conduct its financial and accounting policy in compliance with rules set forth in separate regulations.

Chapter IV
Authorities of the Foundation

1. The authorities of the Foundation are the Foundation Council and the Management Board.
2. The Foundation Council shall comprise from three to five members. Members of the Foundation Council are appointed for an indefinite period.
3. Members of the Foundation Council, subject to section 4 of this chapter of the Charter, shall be appointed and dismissed by the Foundation Council by inviting new members to join them. Membership in the Foundation Council shall expire upon death or resignation.
4. The members of the initial Foundation Council shall be appointed by the Founder.
5. Members of the Foundation Council may not serve as members of the Management Board at the same time.
6. A person convicted of an intentional crime by a legally final judgment may not serve as a member of the Foundation Council.
7. The Foundation Council shall elect from among its number a Chairman of the Foundation Council, who shall direct the work of the Foundation Council, and more specifically convene and chair sessions of the Foundation Council.
8. The Foundation Council is an authority for providing opinions and supervision. The tasks of the Foundation Council include:
    1) setting the guidelines for the Foundation’s activity,
    2) appointing and dismissing members of the Management Board,
    3) assessing the work of the Management Board,
    4) providing opinions on the long-term and annual programs for the Foundation’s activity prepared by the Management Board pursuant to the guidelines referred to in point (1) above,
    5) expressing opinions on matters submitted to it by the Management Board, and
    6) adopting resolutions on matters reserved to it under the Charter.
9. Detailed procedures for operation of the Foundation Council may be set forth in Bylaws adopted by the Foundation Council.
10. The Foundation Council shall perform its work at sessions convened by the Chairman of the Foundation Council at least once per year. The Foundation Council shall notify the Management Board about each session.
11. Members of the Management Board are entitled to participate in sessions of the Foundation Council.
12. Resolutions of the Foundation Council shall be adopted by a simple majority of votes, regardless of the number of members of the Foundation Council present at the session. The Chairman of the Council must participate in the session, however. In adoption of resolutions, the Chairman of the Council shall hold two votes.
13. The Management Board of the Foundation shall direct the activity of the Foundation and represent it externally. Each member of the Management Board is authorized to make declarations of intent on behalf of the Foundation individually.
14. The scope of activity of the Management Board shall extend to all matters of the Foundation not reserved to the authority of the Foundation Council, including more specifically:
    1) the Foundation’s chartered activity and finances,
    2) adoption of the Foundation’s long-term and annual programs pursuant to guidelines laid down by the Foundation Council,
    3) administration of the Foundation’s assets,
    4) preparation of annual reports on the Foundation’s activity and submission thereof to the Council by no later than 31 March of each calendar year,
    5) creation and elimination of branches of the Foundation and other organizational units, and
    6) setting the level of employment, pay rules and amount of funds for salaries and bonuses for employees of the Foundation.
15. The Management Board may appoint a Program Committee, as an advisory body, comprising distinguished individuals recognized for their support of local initiatives, scholars, persons involved in culture, and other persons focused on the ideals of the Foundation.
16. The Management Board shall comprise from one to three members. Members of the Management Board are appointed and dismissed by the Foundation Council, except for the members of the initial Management Board, who shall be appointed by the Founder. Members of the Management Board are appointed for an indefinite period.
17. Membership in the Management Board shall expire upon death or resignation.
18. The members of the Management Board may elect a Chairman from among their number. In the case of a single-member Management Board, the Chairman of the Management Board shall comprise the Management Board.
19. A simple majority of votes cast shall be required for the validity of resolutions of a multi-member Management Board.
20. The Foundation Council may award the members of the Management Board a fee for performance of their duties.
21. In agreements or disputes between the Foundation and members of the Management Board, the Foundation shall be represented by the Chairman of the Foundation Council.

Chapter V
Amendment of Charter
Dissolution and Liquidation of the Foundation

1. Amendments to this Charter, including amendments involving change or modification of the purpose of the Foundation, shall be made by the Management Board by unanimous resolution.
2. The Foundation may be liquidated after exhaustion of the funds and assets of the Foundation or as a result of achievement of its purpose. A decision on liquidation of the Foundation shall be made by the Management Board in the form of a resolution, which resolution shall require ratification by the Foundation Council, in compliance with the conditions provided in the Foundations Act.
3. In the event of liquidation of the Foundation, the assets of the Foundation shall be transferred to another entity whose purposes are the same as or similar to the purposes of the Foundation. Selection of such entity shall be made by the Foundation Council.
4. Liquidation shall be conducted by a liquidator appointed by the Management Board. If the Management Board does not appoint a liquidator, the liquidator shall be appointed by the Foundation Council.

Chapter VI
Concluding Provisions

This Charter shall go into effect upon legally final entry of the Foundation in the National Court Register.

Management Board Founder:
/s/
(Marzenna Reyher)