EUROPEAN CENTRE OF DYPLOMACY AND PEACE

STATUTE

CHAPTER I GENERAL PROVISIONS

§1 The European Centre of Diplomacy and Peace, hereinafter referred to as "Centre", operates on the basis of the Polish laws in force, in particular under the provisions of the Foundation Act of 6 April 1984 (Journal of Laws of 1984 no. 21 item 97 with later amendments) as well as this Statute. § 2 The Centre has been established by Agnieszka Ewa Pyrzyk, holder of the Personal Identity Number (Polish: PESEL) 78012114866, hereinafter referred to as "Founder", on the basis of a notarial deed drawn up by a notary public Marzena Ambroziak at the Notarial Office in Warsaw at 27a Wspólna St., Apt. 51 on 12 February 2015. § 3 The Centre has legal personality. § 4 The supervision over the Centre is exercised by the Minister of Foreign Affairs.

§ 5 The Centre operates for an indefinite period of time. § 6 The headquarters of the Centre is in the capital city of Warsaw. § 7 The Centre operates around the Republic of Poland and may also operate abroad as necessary to accomplish its statutory goals. § 8 The Centre undertakes its statutory activities in favour of the Polish society as a whole both around the country and abroad. The Centre does not undertake profit-oriented economic activities, whereas it undertakes chargeable or not-chargeable public benefit activities within the meaning of the Public Benefit Activity and Volunteerism Act of 24 April 2003 (Journal of Laws of 2003 no. 96 item 873 with later amendments). § 9 No substantial part of the activities of the Centre shall be interpreted as a replacement for the fulfilment of public tasks or state duties within or on behalf of a public authority of the Republic of Poland.

§ 10 The Centre is apolitical and represents neutral world-outlook. The Centre does not identify itself with any minority group or religion. § 11 The Centre may create certificates, badges and medals of honour as well as award them along with other prizes and distinctions to both juristic and natural persons for their outstanding contributions towards the statutory goals of the Centre. § 12 The Centre may use the ECDP acronym as well as selected translations for its name to facilitate cooperation with foreign partners. § 13 The Centre uses a seal containing identification data of the Centre according to a sample approved by its Management Board. § 14 The Centre may use a distinguishing graphic sign according to a sample approved by its Management Board.

CHAPTER II GOALS AND MEANS OF THE CENTRE

§ 15 The primary goal of the Centre is to build and strengthen the Polish national brand by means of fostering a positive image and position of the Republic of Poland as an integrated and competitive stakeholder in the global market, peaceful international relations and the European integration. § 16 On the basis of the primary goal as indicated in § 15, the Centre is committed to the following intermediate goals: 1. encouraging civil dialogue on national development as well as reforms in national strategic and new

fields; 2. strengthening entrepreneurship, innovative solutions and future strategies of great benefit to the

country and society; 3. keeping alive national traditions along with mother tongue, identity, history, science and cultural

heritage; 4. fostering peaceful relations between the Republic of Poland and other countries, in particular within

the partnerships concluded;

5. spreading the idea of peace and reconciliation, respect, pluralism, openness and tolerance toward other cultures and nationalities;

6. sharing the knowledge of other nations, human rights and fundamental freedoms, as well as trends in the contemporary world.

§ 17 The Centre envisages the possibility of changing and/or adding its goals on the basis of an Act that has to be approved by the Management Board of the Centre as well as permitted in writing by the Founder. § 18 To achieve its primary goal as well as its intermediate goals as indicated in § 15 and § 16, the Centre undertakes: 1. cultural activities encompassing: a. thematic panel discussions on accomplishments made by the Republic of Poland and other countries

worldwide in the field of arts and culture; b. song and dance festivals, presentations of literary works, film screenings, art exhibitions and auctions

involving the Polish creators; c. thematic literary, music, art contests and other types of competition aimed at children, youth and

adults; d. patronage over art ventures as well as creators who show open-mindedness and tolerance towards

other cultures;

e. cooperation with culture centres, including the Polish cultural institutes, by promoting the Polish culture around the country and abroad.

2. educational and science technical activities based on: a. carrying out courses, workshops, lectures, contests and conferences dedicated to topics that are

relevant to the statutory goals of the Centre at all types of schools and kindergartens, public and local self-government institutions, diplomatic representations, inter- and non-governmental organisations, companies, as well as for natural persons;

b. creating and promoting own publications, including science and popular science magazines, monographs and joint publications, interviews and event reports, position papers and analyses devoted to topics that are relevant to the statutory goals of the Centre by granting moral and proprietary rights to the relevant entities;

c. enhancing cooperation with governmental and public institutions, science and academic centres, inter- and non-governmental organisations, companies and individual experts pursuing research on topics that are relevant to the statutory goals of the Centre;

d. taking action towards equalisation of educational opportunities of the Polish diaspora living abroad, involving children, youth and adults, with special regard to measures supporting with entering education or employment, inculcating patriotic values, broadening the knowledge of home country, as well as developing practical skills with the purpose of strengthening the integration with the Polish society as a whole;

e. taking action towards development and implementation of innovative solutions on the part of the Polish local communities, schoolchildren and students, participants from universities of the third age, small and medium-sized enterprises, as well as other juristic and natural persons who feel

passionately committed to boosting the country's growth and prosperity of the society as a whole. 3. information and promotion activities focusing on: a. running an advisory and information centre in the range of the statutory goals of the Centre; b. creating websites and blogs dedicated to topics that are relevant to the statutory goals

of the Centre; c. raising public awareness on issues that are relevant to the statutory goals of the Centre

by means of different media channels; d. using own exhibition stands at fairs, festivals as well as other public events to promote

the statutory activities of the Centre; e. organising information campaigns as well as press conferences to present the ongoing projects of the

Centre. § 19 In addition, the Centre undertakes charity and caring activities based on charity campaigns and actions, public fundraising events, tombolas and summer vacations for needy children and youth of Polish origin. Such activities also encompass relevant initiatives to promote as well as to financially and/or materially support the Polish children and young people with outstanding talents around the country and abroad. § 20 The Centre undertakes its statutory activities in favour of the Polish society as a whole around the country and abroad. The main beneficiaries of such activities are children, schoolchildren and students, participants from universities of the third age, scientists and researchers, the Polish diaspora groups and

organisations, newly launched small and medium-sized enterprises, persons with disabilities, children and young people with outstanding talents, as well as other juristic and natural persons actively engaged in civil life to boost the country's development and prosperity of the society as a whole. § 21 The Centre carries out cross-border actions and projects, thus reaching the international community. § 22 In addition to undertakings carried out on its own initiative, the Centre also cooperates with public institutions, inter- and non-governmental organisations, juristic and natural persons based in the Republic of Poland and abroad to meet mutual statutory goals. Such cooperation may be based on organisational, partial or full financial support, as well as on assistance in acquiring third party funds. § 23 To achieve its statutory goals, the Centre may also act as a member within organisations that bring together the Polish and foreign foundations pursuing goals being in line with the goals of the Centre. § 24 1. The Centre runs the Cross-Border Club for Peace Dialogue, hereinafter referred to as "Club", whose

participants may come from public institutions, diplomatic representations, inter- and non-governmental organisations, companies with the best corporate social responsibility reputation, science and research institutions.

2. The idea behind the Club is to promote peace, mutual respect and cooperation in a spirit of human rights and fundamental freedoms. Its mission is also to discuss possible paths to long-lasting reconciliation and resolution of armed conflicts.

3. The Club agenda encompasses, among other things, panel discussions and debates, cultural and educational excursions, as well as training courses dedicated to key topics in etiquette and diplomatic protocol, mediation and negotiation strategies in international relations, as well as global security and international humanitarian law.

4. The Rules of Procedure of the Club shall lay down both the amount of participation fees and the transparent conditions for cooperation within the Club.

§ 25 The Centre runs traineeship programmes for students and young graduates on the basis of own curricula and/or in consultation with partner universities. The traineeship programmes may be either remunerated or non-remunerated, depending on available funds of the Centre for that purpose. § 26 The Centre cooperates with volunteers as well as undertakes voluntary activities pursuant to the Public Benefit Activity and Volunteerism Act of 24 April 2003 (Journal of Laws of 2003 no. 96 item 873 with later amendments). § 27 The Centre does not lobby for its cooperating partners and does not identify itself with their interests.

§ 28 Taking its statutory mission into account, the Centre makes every effort to positively contribute to protecting the environment and natural resources through using innovative and eco-friendly technologies and products while carrying out its projects. § 29 Taking its statutory mission into account, the Centre does not cooperate with and does not accept any type of donation from economic operators dealing with manufacturing, distribution and selling tobacco products, explosives, any type of weapon, ammunition, as well as other types of products and technologies for military and police purposes. This rule also applies to terrorist, extremist and any other organisations acting against the Polish laws in force as well as international conventions to which the Republic of Poland is a party.

§ 30 The primary body governing the activities of the Centre and representing it externally is the Management Board of the Centre, hereinafter referred to as "Management Board".

CHAPTER III BODIES OF THE CENTRE

§ 31 The advisory and advocacy bodies of the Centre may form: 1. Programme Committee 2. Honorary Committee Management Board § 32 1. The Management Board is the highest executive authority of the Centre being in charge of actual

everyday activities of the Centre as well as its strategy for future action. 2. The Management Board may consist of one or more persons. The one-person Management Board

comprises Chair of the Management Board. The more-persons Management Board comprises a maximum of three persons to be appointed as Chair of the Management Board, Vice-Chair of the Management Board and Secretary of the Management Board.

3. The composition of the first and every subsequent Management Board has to be appointed by the Founder for an indefinite period of time until revoked. In the event of the Founder's death, a person indicated by the Founder in a notarial will obtains the right to appoint and revoke the composition of the Management Board. The Founder may also execute a power of attorney within this scope if special individual circumstances so require.

4. The Founder may engage herself actively in the activities of the Centre by being a part of the Management Board and acting as its Chair. In the event of the Founder's death, the heirs shall assume all her rights and obligations.

5. The membership in the Management Board expires as a result of: a. handing in a letter of resignation to the Founder; b. loss of civil rights due the conviction for a crime committed deliberately by a judgment having the force

of res judicata; c. death of a Member of the Management Board. 6. The competencies of the Management Board include: a. managing current activities of the Centre along with drawing up action and budget plans as well as

long-term strategies for the Centre; b. representing the Centre externally, thereby building a positive reputation of the Centre and networks to

facilitate the statutory goals; c. taking decisions by means of Acts and drawing up Rules of Procedure in all matters that have not been

handed over to other bodies of the Centre; d. exercising supervision over the assets of the Centre, thus taking decisions on acquisition, disposal and

transmission of the assets of the Centre; e. employing staff, setting General Terms and Conditions for contracts of employment and remuneration

rates, admitting volunteers and trainees; f. admitting and excluding the participants of the Cross-Border Club for Peace Dialogue, drawing up the

Rules of Procedure, setting the agenda of activities as well as the amount of participation fees; g. concluding contracts, granting a power of attorney, making declarations of intent in both financial and

non-financial matters; h. making written requests to the Founder for the possibility of a change in the Statute;

i. making written requests to the Founder for the possibility of a fusion and/or liquidation of the Centre;

j. other matters as specified in the provisions of this Statute as well as the Polish laws in force. 7. The Management Board takes its decisions by means of the written Acts during the sessions.

It also draws up the Internal Rules governing the Principles of Conduct within the Centre. In the event of a tied vote, the Chair of the Management Board has the casting vote. This rule also applies if the Members of the Management Board fail to work out a compromise during a dispute.

8. The sessions of the Management Board shall take place when necessary, but at least every three months. The sessions are prepared and convened by the Chair of the Management Board who sends an e-mail or, if not possible, a registered letter to the Members of the Management Board at least 14 days before the session. If an extraordinary situation so requires, the session may be convened immediately.

9. The Chair of the Management Board has the authority to conclude contracts, grant a power of attorney and make declarations of intent in both financial and non-financial matters. The attorney-in-fact or another Member of the Management Board shall conclude contracts of employment and other forms of cooperation as well as issue certificates of employment for the Chair of the Management Board.

10. The Members of the Management Board may work on a volunteer basis or on another basis as agreed upon with the Founder.

11. The Chair of the Management Board may simultaneously act as the Director-General (CEO) of the Centre for an indefinite period of time until revoked by working in this position on a volunteer basis or on another basis as agreed upon with the Founder.

12. The Management Board may establish an Office of the Centre overseen by the Director-General (CEO) of the Centre. Such Office shall be organised in the following Units:

a. Administration and Personnel Unit b. Fundraising Unit c. Marketing and Promotion Unit d. Editorial and DTP Unit e. Strategy and Analytics Unit 13. The Management Board may establish the Representative Offices of the Centre abroad, coordinated

by the Managers of the Representative Offices. The Managers of the Representative Offices shall be appointed by the Management Board in consultation with the Founder for a fix-term or an indefinite period of time and report to the Director-General (CEO) of the Centre. The Representative Offices, which are mentioned in the first sentence, shall be established and liquidated by the Management Board and with the written permission from the Founder only.

14. The Members of the Management Board may coordinate the projects of the Centre and/or engage themselves in a different way, using their extensive qualifications gained during their studies, traineeships and/or employment. The Members of the Management Board may participate in the projects of the Centre on a volunteer basis or on another basis, depending on the rules set in the relevant project budget.

15. The Management Board may appoint the attorneys-in-fact whose role is to manage the separate area of activities that fall within its responsibility as well as to conclude the relevant contracts. The Management Board may also appoint consultants whose role is to provide assessment and advice relating to the activities of the Centre.

16. The Management Board is obliged to present the Annual Activities Reports and the Financial Statements of the Centre in writing to the Founder until 30 November every year.

Programme Committee

§ 33 1. The Programme Committee is an advisory body of the Centre involved in the projects carried out.

It does not act permanently. 2. The Programme Committee that is composed at least of three persons is appointed by the

Management Board at the request of the Project Team. 3. The Project Team, in particular the Project Manager being in charge of the project life cycles

implementation, in consultation with the Management Board, sets the General Terms and Conditions for cooperation with the Programme Committee.

Honorary Committee § 34

1. The Honorary Committee is an advocacy body of the Centre promoting the mission and the statutory goals of the Centre. It has a personal character.

2. The Members of the Honorary Committee are natural persons who have made a significant contribution to the development and activities of the Centre or promote its statutory goals through their own outstanding work.

3. The Management Board is responsible for extending invitations to the persons selected for the participation in the Honorary Committee.

§ 35 The assets of the Centre include the registered capital in the amount of 1,000 (one thousand PLN) along with the website and logo design of the Centre worth a total of 3,000 (three thousand PLN) as well as other financial and material means acquired during the operating activities. They encompass: 1. donations, subventions, grants, inheritances and other bequests of both juristic and natural persons

based in the country and abroad; 2. participation fees for the Cross-Border Club for Peace Dialogue; 3. proceeds from tombolas and public fundraising events organised around the country and abroad in

accordance with the laws in force;

CHAPTER IV ASSETS OF THE CENTRE

4. movable and immovable property turned over to the Centre against payment or free of charge; 5. moral and proprietary rights arising from the copyrighted scientific, literary and art work done in favour

of the Centre and/or in the framework of cooperation with the Centre against payment or free of charge;

6. interest revenues received from all investments made by the Centre; 7. proceeds from chargeable public benefit activities of the Centre; 8. proceeds from exemplary damages requested or awarded in a lawsuit in favour of the Centre.

§ 36 The Centre has unlimited liability for its obligations. § 37 The assets of the Centre are used to carry out its statutory activities as well as to cover the costs for its action taken as a whole. § 38 Financial surpluses as free cash flow gained from the operating activities of the Centre may be voted for all activities of the Centre as indicated in § 18 and § 19, development and promotion of the Centre, investments in the financial markets, as well as repayment of eventual debts.

§ 39 The participation of the Centre in all investments in the financial markets serves the capital accumulation only, providing more substantial opportunities for the statutory activities of the Centre as indicated in § 18 and § 19. § 40 The Management Board may raise funds for the Centre in the Polish and foreign currency as well as deposit them into the banks in line with the provisions of the Polish currency law. § 41 A donor, who makes a financial and/or material donation to the Centre, may stipulate a right to decide on which specific activities of the Centre shall be covered. The Management Board is not obliged to accept such conditions and shall return donation to a donor in that event. If a donor does not decide on which specific activities of the Centre shall be covered by means of his/her donation, the Management Board may use it to carry out all statutory activities of the Centre as well as to cover the costs for its action taken as a whole. § 42 All juristic and natural persons, who make a financial donation to the Centre in the minimal amount of 100,000 (one hundred thousand) PLN or that amount of money set out in a foreign currency, obtain the 'ECDP Honorary Donor' title. It has solely a personal character.

§ 43 To maintain financial liquidity or to gain support for the projects carried out, the Centre may take out credits and loans from the banks or other economic organisations around the country and abroad. The repayment shall be mainly performed by means of financial surpluses gained from the operating activities of the Centre. § 44 In the event of the appointment of the Centre to inherit movable and/or immovable property, the Management Board makes a statement that it may accept an inheritance with the benefit of inventory only if it is sure that the amount of the inherited assets is much higher than the amount of the inherited debts. § 45 1. The Centre does not undertake profit-oriented economic activities. 2. The Management Board takes decision on the launch of profit-oriented economic activities by means

of an Act and with the written permission from the Founder only. § 46 The Centre does not grant any loans and does not secure liabilities of any juristic and natural persons by its assets.

Fusion of the Centre § 47 1. The Centre does not exclude the possibility of merging with another Polish foundation in order to

accomplish its strategic goals as well as strengthen its position and potential. 2. The fusion of the Centre and another foundation is out of question if it could lead to the change of the

statutory goals of the Centre. 3. The Management Board takes decision on the fusion of the Centre and another foundation by means

of an Act and with the written permission from the Founder only. Liquidation of the Centre § 48 1. The Centre shall be closed down after the accomplishment of the statutory goals for which it has been

established or in the event of the depletion of its assets.

CHAPTER V FINAL PROVISIONS

2. The Management Board shall notify the Minister of Foreign Affairs having supervision over the Centre about the liquidation of the Centre.

3. The Management Board takes decision on the liquidation of the Centre by means of an Act after prior consultation and with the written permission from the Founder only.

4. In the event of the liquidation of the Centre, the Management Board shall create the Liquidation Committee that takes decision on the allocation of the assets left of the Centre to other non-governmental organisations based in the Republic of Poland whose statutory goals are the same or similar to those of the Centre.

Changes to the Statute § 49 The Management Board may make changes to the Statute of the Centre by means of an Act and with the written permission from the Founder only. Such changes may concern all chapters of the Statute. § 50 To all matters not settled herein the provisions of the Foundation Act of 6 April 1984 (Journal of Laws of 1984 no. 21 item 97 with later amendments) as well as the Polish laws in force shall apply.