CONSTITUTION OF THE
“PRO KOLEJ” FOUNDATION
1. This constitution governs the activities of the foundation operating under the name of ‛Fundacja „Pro Kolej"’, hereinafter referred to as the "Foundation".
2. The foundation was established by the following Founders:
a) Przewozy Regionalne sp. z o.o. whose headquarters are in Warsaw (03-414) at ul. Wileńskiej 14A (National Court Register number: 000031521);
b) DB Schenker Rail Polska S.A. whose headquarters are in Zabrze (41-800) at ul. Wolności 337 (National Court Register number: 0000057814);
c) Freightliner PL sp. z o.o. whose headquarters are in Warsaw (00-003) at ul. Jasnej 15 (National Court Register number: 0000242909);
e) CTL Logistics sp. z o.o. whose headquarters are in Warsaw (00-807) at Al. Jerozolimskie 96 (National Court Register number: 0000289679);
f) Arriva RP sp. z o. o. whose headquarters are in Warsaw (00-739) at ul. Stępińskiej 22/30 (National Court Register number: 0000290693).
3. The Foundation shall act subject to the provisions of the Act concerning Foundations of 6 April 1984 (Journal of Laws No. 21, pos. 97, consolidated text of 17 May 1991, Journal of Laws No. 46, pos. 203) and the provisions of this Constitution.
1. The foundation is a legal entity and its registered office is in the capital city of Warsaw.
2. The foundation can have regional branches and form other organizational units.
3. The Foundation operates under the supervision of the Minister for Economic Affairs.
1. The Foundation shall operate within the area of the Republic of Poland, however in so far as it necessary to achieve its objectives it can also operate outside the area of the Republic of Poland, particularly within the area of the European Union, as well as to form branches and other organizational units there.
2. The Foundation may use translations of its name in the appropriate foreign languages for the purpose of pursuing its activities outside the area of the Republic of Poland.
The duration of the Foundation is not defined.
The objectives of the Foundation are:
a) the support and development of sustainable and ecological transport, the protection and enforcement of passenger rights and the rights of railway infrastructure users;
b) the realisation of appropriate relations among the various groups of participants of the transport process, including railway transport;
c) improving the image of the Polish railway market;
d) creating favourable conditions for the development pro railway transport policy;
e) supporting and undertaking actions aimed at improving the quality of railway infrastructure and railway safety, increasing the level of railway investment and the efficient use of available funds;
f) supporting and undertaking actions against the unequal treatment of transport market participants, including the railway market;
g) supporting and undertaking actions to improve safety on the railway and in railway transport in Poland;
h) supporting and undertaking actions for the improvement of the law relating to railways in Poland;
i) supporting and undertaking actions to increase in EU financial support, in particular for the development of railways, including rolling stock and infrastructure modernization, as well as their full and efficient utilisation;
j) supporting and undertaking actions to adapt national regulations relating to both infrastructure managers and the market regulator, to the provisions of EU law;
k) preparing or reviewing drafts of normative acts influencing the railway market in Poland;
l) undertaking activities which have the objective of bringing Polish law and regulations pertaining to railway transport closer to best practice in EU countries.
The foundation realises its objectives, as described in § 5, by:
a) creating a platform for the Founders to cooperate and mutually exchange their experience;
b) cooperation with national and local authority institutions subject to the scope of the Foundation’s objectives;
c) providing financial, material, technical or organisational assistance to organisations and individuals, who assist in the implementation of the objectives as described in § 5;
d) organising and providing financial, material or organizational support to the exchange of professional and scientific experience in the field of railways, educational and promotional activities both in the country and abroad;
e) organising and financing of informational, publishing and exhibition activities;
f) cooperation with individuals as well as national and international institutions whose activities fall into the scope of the Foundation’s objectives;
g) organisation of research projects, meetings, training, lectures and conferences concerning the objectives of the Foundation, and facilitating the exchange of experience of both individuals and organisations whose activities matching those of the Foundation; as well as providing organizational, financial and intellectual support to such undertakings and their promoters, and to individuals who aim to create organisations with a profile similar to that of the Foundation;
h) maintaining databases and web portals pertaining to the aims of the Foundation;
i) promoting in the media, as well as by means of publications and other means, information within the scope of the Foundation’s objectives and about the Foundation itself.
The Foundation’s assets consist of its founding capital of 100,000PLN (each of the Founders contributing PLN 20.000) as well as other property and funds acquired by the Foundation in the course of its operations.
1. The funds used to achieve the objectives of the Foundation and to cover the costs of its activity shall come from:
a) its founding capital;
b) annual subscriptions;
c) donations, legacies, bequests;
d) profits from public events;
e) profits from the assets of the Foundation;
f) profits from interests on funds held on bank and investment accounts;
g) other income.
2. The income from the above sources is to be allocated to the achievement of the objectives as described in § 5.
1. The income deriving from donations, legacies, and bequests may be used to achieve the objectives of the Foundation, subject to respecting the will of the heirs and donors.
2. In matters regarding the acceptance of donations and legacies all documents required by law shall be prepared and submitted by the Management Board of the Foundation.
3. The assets and income of the Foundation may not be used for the realization of the benefit of individuals or organizations which do not having a charitable nature, with the exception of the purchase of property, or remuneration for services supplied for the benefit of the Foundation where these were in pursuance of its statutory objectives, and the costs incurred reflect the market value of the property purchased, and the remuneration for services is reasonable.
4. Profits from the operations of the Foundation cannot constitute the material benefit of persons participating in its management, or employed by the Foundation, except for the reimbursement of costs incurred or remuneration for services rendered.
5. Members of the Management Board as well as the Chairman of the Council are entitled to receive remuneration as declared by a resolution of the Council.
6. The following are expressly forbidden:
a) using the assets of the Foundation to grant loans, or secure liabilities, with respect to members of the Foundation’s managing bodies, employees of the Foundation, as well as persons, with whom employees are married or are in kinship or an affinity relationship in a straight line, kinship or affinity in the collateral line up to the second degree or are tied on account of adoption, care or supervision (further referred to: "close persons");
b) transferring the assets of the Foundation for the benefit of the members of its management bodies or the Foundation’s employees, as well as their relatives, under principles other than those applicable towards third parties, in particular if such a transfer takes place on a free-of- charge basis or under preferential conditions;
c) using the assets of the Foundation for the benefit of members of its management bodies, or employees of the Foundation, as well as their relatives, under principles other than those applicable towards third parties, unless this use stems directly from the statutory objectives of the Foundation.
The management bodies of the Foundation are: the Council of the Foundation (further referred to as: "The Council"), and the Management Board of the Foundation (further referred to as: "The Board").
1. The Council is a decision making body, which makes decisions on fundamental matters and strategic issues regarding of the activities of the Foundation, and a supervisory body.
2. The Founders become members of the Council. The Founders will be represented by the persons entitled to their representation according to the relevant regulations, with the proviso that only one person should represent each of the Founders at the Council meetings, if necessary providing the relevant letter of attorney.
3. The Council may appoint legal entities to its circle, who will undertake to work in pursuance the objectives of the Foundation. They are to be appointed by resolution supported by a two - thirds majority of votes cast in favour with half of the Council Members present. The persons entitled to represent the legal persons or the appointed representatives shall act on behalf of the legal entities according to the relevant regulations.
4. Where a proper justification exists a Council Member may be dismissed by the Council. A Council member can be dismissed by a resolution passed by the remaining members of the Council with a three quarters majority of the votes cast with half of the Council Members present.
5. A Founder or a legal person, as referred to in § 11, may resign from the Council by submitting a written declaration to that effect to the Council.
6. Council members as a consequence of their participation in that body are obliged to pay an annual subscription for the benefit of the Foundation, the amount and basis to be determined by the Council.
7. Members of the Management Board of the Foundation cannot represent a particular founder or person as referred to in § 11 at Council meetings.
1. The scope and competence of the Council includes:
a) determining the main areas for the Foundation's activities;
b) setting up committees, establishing their principles and manner of operation;
c) forming and closing branches and other organizational units;
d) making decisions at the request of the Management Board about merging with other foundations and about winding up the Foundation;
e) making changes to the Constitution;
f) determining the amount and rules for the payment of annual subscriptions;
g) approving financial plans, preliminary budget estimates, the budget and the internal regulations of the Foundation, including the principles for remuneration of the Foundation’s employees;
h) examining the annual Board reports on the activities of the Foundation, the state of its finances and other assets as well as making decisions and declaring that the Board has properly discharged its responsibilities;
i) appointing auditors, as required, in order to inspect the financial statements of the Foundation;
j) evaluating of the work of the Board, accepting annual reports and financial statements;
k) controlling the day-to-day activities of the Board of the Foundation;
l) appointing and dismissing of the Members of the Board;
m) giving an opinion on matters brought before it by the Board and considering complaints about its activities;
n) deciding upon the number of employees of the Foundation;
o) approving the Regulations of the Board;
p) stipulating the remuneration of the members of the Board and the Chairman of the Council.
q) determining the principles regarding the way the funds of the Foundation may be utilised.
r) other competences as described by the remaining provisions of the Constitution.
2. Council members promote the Foundation, contribute to fundraising activities and help achieve its statutory objectives and its interests, in accordance with the principles established by the Council.
3. The manner in which the Council operates is determined by the Regulations adopted by the Council.
1. The work of the Council is to be organised by the Chairman of the Council who is both elected and dismissed by the Council from individuals nominated by its members.
2. The Chairman of the Council promotes the interests of the Council according to the basis stipulated by the Council.
3. Council meetings are to be chaired by the Chairman of the Council or by one of the Members of the Council authorised by him. Should the Chairman of the Council be absent and the written authorization not be granted by him for the chairing of the meeting - the Council Members present at the meeting are to choose the person to chair the meeting.
4. The Council is to hold meetings at least once per annum. The Council Meeting regarding the examination of the annual Board reports on the activities of the Foundation, the state of its finances and other assets and the declaration that the Board has properly discharged its responsibilities; should be held within three months of the passage of the reporting period.
5. The work of the Council is to be supported by the Board.
1. The Chairman of the Council convenes meetings of the Council either on his own initiative or on a written submission from: (i) at least one of the Board Members or (ii) two Council Members.
2. When convening a meeting the Chairman of the Council is inform Council Members about the date of the meeting by e-mail, and in where this is not possible, by registered letter or a courier service, at least twenty one days before the scheduled meeting. Such a notice should also include a draft agenda. Council Members are entitled to propose changes to the agenda.
3. A extraordinary Council Meeting can be convened by the Chairman of the Council on the initiative of every member of the Board, at least two Council Members or on their own initiative in order to discuss matters of an exceptional nature.
4. An extraordinary Council meeting should be convened not later than fifteen days from the date of an application being submitted by a Member of the Board or at least two Council Members.
5. Unless the Constitution states otherwise, resolutions of the Council shall require a two thirds majority of votes, with the exception of resolutions on the amendment of the Constitution or the liquidation of the Foundation, which shall require a majority of three quarters of the votes in the presence of at least half of the Members, and other resolutions as indicated in the Constitution.
6. The resolutions of the Council can also be made by means of written voting and with the assistance of remote communication, provided that all Board Members shall give consent to this form of voting.
7. Each member of the Council shall have one vote. A Council Member loses his right to vote in the case of non-payment of the subscription according to the regulations determined by the Council - until the payment is settled.
8. The resolutions of the Council are to be signed by the person chairing the meeting and by the person responsible for taking the minutes.
1. The Board of the Foundation comprises of one to five Members, including the Chair of the Board.
2. The Members of the Board are to be appointed by the Council by a absolute majority of votes for a two-year term of office. The first Board is to be appointed unanimously by the Founder Members.
3. The Council appoints the Chairman of the Board from the Members of the Board by means of a absolute majority of votes.
4. Membership of the Board is terminated as the result of:
a) the submission of a written resignation letter to the Council;
b) loss of citizenship rights as a result of a final court judgement for an offence committed with deliberate purpose;
c) illness causing a permanent impairment to perform functions in the Board;
d) death of the Board Member;
f) expiry of the term of office.
5. In the cases referred to in paragraph 4 above, the Council shall fill the vacant position in the Board without delay.
6. The complete Board of the Foundation, or its individual Members, can be removed by the Council prior to the end of their term of office by means of a resolution passed with an absolute majority of votes. The Council may also, by means of a resolution passed with an absolute majority of votes, remove the Chairman of the Board from his office without depriving them from membership of the Board. The Chairman of the Board may also submit a written resignation from the office to the Council, the resignation may not include resignation from membership of the Board – from the moment the resignation is submitted the appointment ceases, and the Council without delay elects a new Chairman of the Board from among the Board Members.
7. The meetings of the Board are to be held as required, but not less frequently than once a quarter.
8. The meetings of the Board are to be convened by the Chairman of the Board, by informing the Members of the Board about the date of the meeting by e-mail, and, when this is not possible, by means of a registered letter or a package delivered by courier, at least seven days before the scheduled meeting. Such information should also include a draft agenda. The Council Members are entitled to propose change to the agenda.
9. All Members of the Board must be informed about the meeting.
10. The Board makes its decisions by way of resolutions passed with an ordinary majority of votes in the presence of at least half of its members, unless the Constitution states otherwise. In the case of an equal number of votes, the decisive vote is that of the Chairman of the Board.
11. The resolutions of the Board can also be made by means of written voting and by means of remote communication, provided that all Board Members shall give consent to such forms of voting.
12. The manner in which the Board operates is determined by the Regulations adopted by the Council.
13. The members of the Board may be employed by the Foundation.
14. The work of the Board of the Foundation is to be managed by the Chairman of the Board. The Board of the Foundation may appoint a Secretary, a Treasurer and a Deputy President from amongst its members. The detailed mechanism of electing a Secretary, a Treasurer and Deputy Chairman, as well as the division of functions and tasks between the individuals shall be described by the Regulations of the Board as approved by resolutions of the Council.
1. The Board manages the activity of the Foundation and represents it externally.
2. The tasks of the Board include in particular:
a) preparing and presenting annual financial plans to the Council, including budget estimates and the budget, which require approval by the Council and presenting reports on their implementation to the Council;
b) preparing reports on the activities of the Foundation;
c) using the funds of the Foundation according to the budget estimate, the budget itself, and the principles laid down by the Council;
d) making decisions in all matters not reserved for the Council.
1. In the case of a Board comprising of more than one person, the Chairman of the Board acting together with one Board Member or two Board Members is entitled to make declarations of will in the name of the Foundation.
2. The Board may appoint attorneys to conduct matters determined by the power of attorney.
1. Change to the Constitution may not include substantial changes to the objectives of the Foundation.
2. Decisions regarding changes to the Constitution are to be made by the Council with a majority of three quarters of the Council Members with half of the Council Members present at a meeting.
1. The Foundation is to be wound up should the objectives for which it was established be achieved or should its financial assets and properties be exhausted.
2. A decision regarding the winding up of the Foundation is to be made by the Council on a submission from the Board with the majority of three quarters of the Council Members present at the meeting.
3. The assets remaining after the liquidation of the Foundation are to be used for the implementation of the objectives defined in § 5.
1. The Foundation may merge with another foundation if this would lead to its objectives being achieved more effectively.
2. A merger with another foundation may not take place, if, as a result of the merger, the objectives of the Foundation were to undergo substantial change.
3. Decisions regarding a merger with another foundation are to be made by the Council with a majority of three quarters of the votes cast by Members present at the meeting.