INNOVATIONS HUB FOUNDATION
STATUTE
I. General Provisions
§ 1
The Foundation under the name “Innovations Hub” Foundation (hereinafter: the “Foundation”) was established by notarial deed no. 2164/2021 by the following persons:
Kacper Raciborski (“Founding Founder 1”);
Jakub Borowy (“Founding Founder 2”); and
Nina Badura (“Founding Founder 3”), hereinafter jointly referred to as the “Founding Founders.”
By virtue of this Statute, the following persons become the current founders of the Foundation (“Current Founders”):
Founding Founder 1;
Jakub Dąbroś, personal ID (PESEL): 0027090704 (“JD”); and
Tomasz Zachwieja, personal ID (PESEL): 99082708939 (“TZ”).
The Foundation operates pursuant to the Act of 6 April 1984 on Foundations (Journal of Laws of 1991, No. 46, item 203), the Act of 24 April 2003 on Public Benefit and Volunteer Work (Journal of Laws No. 96, item 873, as amended), and this Statute.
§ 2
The Foundation has legal personality.
The seat of the Foundation is the Capital City of Warsaw.
The Foundation is established for an indefinite period.
Supervision over the Foundation, with respect to compliance with the law, the Statute, and the Foundation’s purposes, is exercised by the minister competent for Development, Labour and Technology.
§ 3
The Foundation operates within the territory of the Republic of Poland and abroad.
The Foundation may establish branches, representative offices (including foreign ones) and other units, and may join companies or other organizations with or without legal personality.
To achieve its aims, the Foundation may support and cooperate with any persons and organizations—governmental and non-governmental, domestic and foreign—whose scope of activity aligns with the Foundation’s objectives.
In connection with its activities, the Foundation may establish international contacts and be a member of domestic, foreign and international organizations, while respecting this Statute, norms of international law, the laws in force in the Republic of Poland, and the domestic law of foreign counterparties.
§ 4
The Foundation uses a seal bearing the Foundation’s name or abbreviated name and its identifying details.
The abbreviated name of the Foundation is “InHub.”
The Foundation may use a distinctive graphic mark determined by the Founding Founders.
The Foundation may use translations of its name in foreign languages, in particular in English: “Innovations Hub Foundation.”
II. Statutory Activities
§ 5
The Foundation’s objectives are to:
conduct scientific, scientific-technical and educational activities, including educating youth, students and graduates;
support innovation, creativity and entrepreneurship among youth, students and graduates; increase students’ interest in scientific development and innovation creation;
create spaces for exchanging experience and ideas, mutual learning and inspiration, and for building partnerships among entities supporting innovation, enterprises, research centers, business representatives, public-benefit organizations, and higher-education institutions—covering institutional, technological, economic, social and educational cooperation at regional, national, European and global levels;
build awareness in innovation creation, company formation, scientific activity, intellectual property protection, and soft skills;
support the development of knowledge and skills of youth, students and graduates; develop their competencies in innovation creation, practical entrepreneurship and research, and strengthen their position on the labor market;
support the scientific community in technology transfer and innovation creation; create conditions for talent development and implementation of novel solutions, and for leveraging these skills to advance technological development;
create spaces for incubation and pre-incubation of innovative projects where students and graduates receive support in skills development and project commercialization, including startup acceleration and fundraising;
create tools—including online tools—supporting project commercialization and the search for business partners, investors and other contributors essential to project development;
create an interdisciplinary international community of students and graduates as well as business practitioners, connecting the scientific, business and academic environments with students;
foster attitudes of tolerance and openness; support diversity, interdisciplinarity, multiculturalism and international cooperation;
promote the Republic of Poland internationally and strengthen Poland’s image as a country building inter-university cooperation under a shared endeavor spanning science, business and technology.
The foregoing aims are pursued for the benefit of youth, the student and graduate community, including adults who are economically active or inactive, living in rural and urban areas.
The Foundation pursues its aims by:
initiating, supporting and organizing domestic and international educational, academic, social and economic projects, including those that support innovation;
organizing competitions, mentoring programs, support programs and student projects;
undertaking social, educational and research initiatives; conducting scientific, scientific-technical and educational activities aimed at educating students, stimulating innovation, creativity, knowledge and competencies, and supporting diversity;
conducting and supporting information, educational, promotional and marketing activities;
developing online tools that support educational, innovative and technological activities, as well as other online tools aligned with the Foundation’s aims;
providing methodological assistance for implementing innovative and deployment-oriented undertakings and novel solutions;
creating virtual and physical spaces for incubation, pre-incubation and acceleration of projects and startups;
cooperating with the scientific community, domestic and international institutions, public-benefit organizations, public authorities and local government, mass media, and business entities;
organizing talks, lectures, panels, conventions, research sessions, thematic conferences, seminars, symposia, workshops, courses, trainings, congresses, research work, clubs and interest groups, fairs, promotional events and other special events, as well as other forms of educational activity within the scope of the Foundation’s aims;
submitting motions, opinions and initiatives to governmental, local-government and non-governmental institutions within the scope of statutory activities;
financing scholarships or awards for natural and legal persons within the scope of the Foundation’s aims;
implementing projects co-financed with public funds, including national and European Union funds;
undertaking any other necessary actions to achieve statutory aims.
To achieve its aims, the Foundation may employ staff under employment contracts, mandate contracts, specific-task contracts or volunteer agreements, and may entrust tasks under other legal relationships.
§ 6
The Foundation may carry out its aims through paid public-benefit activities within the scope of the Polish Classification of Activities (PKD):
85.60.Z – Supporting educational activities;
82.30.Z – Organization of fairs, exhibitions and congresses.
Within paid and unpaid public-benefit activities, the Foundation may, to achieve its statutory aims, cooperate with public administration bodies and local government on the terms set out in Articles 5, 5a, 5b and subsequent of the Act of 24 April 2003 on Public Benefit and Volunteer Work, including: submitting applications to carry out public tasks, accepting commissions to carry out public tasks along with grants for their performance and concluding relevant agreements, and participating in tenders for public tasks.
In pursuing its aims, the Foundation may provide technical, training, organizational or financial support to NGOs, legal persons and other organizational units.
III. Business Activity
§ 7
The Foundation may conduct business activity only as ancillary to its public-benefit activity.
The Foundation’s income is used exclusively to pursue its statutory aims.
To realize its aims, the Foundation may conduct business activity in Poland and abroad in the following scope (PKD):
18.12.Z – Other printing;
18.13.Z – Pre-press and pre-media services;
32.40.Z – Manufacture of games and toys;
58.11.Z – Book publishing;
58.12.Z – Publishing of directories and mailing lists;
58.13.Z – Publishing of newspapers;
58.14.Z – Publishing of journals and periodicals;
58.19.Z – Other publishing activities;
58.21.Z – Publishing of computer games;
58.29.Z – Other software publishing;
59.11.Z – Motion picture, video and television program production activities;
59.12.Z – Post-production activities related to motion pictures, video and TV programs;
59.13.Z – Distribution related to motion pictures, video and TV programs;
59.20.Z – Sound recording and music publishing activities;
62.01.Z – Computer programming activities;
62.02.Z – Computer consultancy activities;
63.12.Z – Web portals;
63.91.Z – News agency activities;
63.99.Z – Other information service activities n.e.c.;
66.30.Z – Fund management activities;
68.10.Z – Buying and selling of own real estate;
68.20.Z – Renting and operating of own or leased real estate;
68.32.Z – Real estate management on a fee or contract basis;
69.10.Z – Legal activities;
69.20.Z – Accounting, bookkeeping and tax consultancy;
70.21.Z – Public relations and communication;
70.22.Z – Other business and management consultancy;
71.12.Z – Engineering activities and related technical consultancy;
71.20.B – Other technical testing and analysis;
72.11.Z – Research and experimental development on biotechnology;
72.19.Z – R&D on other natural and technical sciences;
72.20.Z – R&D on social sciences and humanities;
73.11.Z – Advertising agencies;
73.20.Z – Market and public-opinion research;
74.10.Z – Specialized design activities;
74.90.Z – Other professional, scientific and technical activities n.e.c.;
77.39.Z – Rental and leasing of other machinery, equipment and tangible goods n.e.c.;
77.40.Z – Leasing of intellectual property and similar products, except copyrighted works;
78.10.Z – Activities of employment placement agencies;
78.20.Z – Temporary employment agency activities;
78.30.Z – Other human resources provision;
79.12.Z – Tour operator activities;
85.59.B – Other out-of-school education n.e.c.
The commencement of the Foundation’s business activity is deemed to occur upon entry into the register of entrepreneurs of the National Court Register.
IV. Foundation’s Assets
§ 8
The Foundation’s assets comprise the initial fund of PLN 2,100 (in words: two thousand one hundred zloty).
An amount of PLN 1,000 from the initial fund is allocated to conducting business activity by the Foundation.
§ 9
The Foundation’s revenues may derive from:
donations, subsidies, grants, inheritances, bequests, awards or other property benefits made to the Foundation by domestic and foreign natural and legal persons;
income from paid public-benefit activities;
property rights and fruits and income from such rights;
public collections and events;
auctions organized by the Foundation for its benefit;
interest on bank accounts and deposits, gains from the sale and holding of securities;
real estate and movable property received as donations or purchased by the Foundation;
the Foundation’s own assets;
any other income (within applicable law);
business activity conducted by the Foundation.
§ 10
The Foundation’s revenues may be used solely to achieve the Foundation’s statutory aims and to cover necessary operating costs.
Funds from the sources listed in §9 are allocated to any Foundation aim unless donors decide otherwise.
A donor may reserve anonymity and indicate the purpose within the Foundation’s program to which the contributed funds are allocated.
The Foundation may establish funds, including earmarked funds, in accordance with the donor’s will and bearing the donor’s name.
§ 11
In matters of accepting donations and inheritances, statements required by law are made by the Management Board.
If the Foundation is appointed as heir, its Management Board shall declare acceptance of the inheritance with the benefit of inventory only if, at the time of the declaration, it is clear that the net assets significantly exceed the inheritance debts.
§ 12
The Foundation is liable for its obligations with all its assets.
The Foundation maintains financial management and accounting records in accordance with applicable law.
§ 13
It is prohibited to:
grant loans to or secure liabilities with the Foundation’s assets in relation to members of its bodies or its employees and persons with whom members of its bodies and the Foundation’s employees remain in marriage, cohabitation, direct kinship or affinity, collateral kinship or affinity up to the second degree, or are related by adoption, custody or guardianship (hereinafter “close persons”);
transfer the Foundation’s assets to members of its bodies or employees and their close persons on terms other than to third parties, in particular if such transfer is free of charge or on preferential terms;
purchase goods or services from entities in which members of the Foundation’s bodies or its employees and their close persons participate, on terms other than to third parties or at prices higher than market prices.
V. Foundation’s Bodies
§ 14
The Foundation’s bodies are: the Board of Founders, the Management Board of the Foundation, the Foundation Council, and the Expert Panel.
VI. Board of Founders
§ 15
The Founders who established the Foundation remain the Founding Founders and cease to hold this status only upon death.
The Board of Founders is composed exclusively of the Current Founders within the meaning of §1(2) of the Statute.
The composition of the Board of Founders may change. Decisions on changes (admission or removal) are made by a 2/3 majority of the Board of Founders.
A Current Founder ceases to be a member of the Board of Founders in the event of:
death,
loss or limitation of legal capacity,
submission of a statement of resignation from the Function,
adoption, by a 2/3 majority, of a resolution of the Board of Founders removing the given Current Founder from the Board of Founders.
Members of the Board of Founders may be appointed to the Management Board of the Foundation, including to serve as President, Vice-President or Member of the Management Board.
All decisions of the Board of Founders are taken by a 2/3 majority.
The Board of Founders:
appoints and dismisses members of the Management Board,
appoints and dismisses Current Founders,
sets remuneration for members of the Management Board,
adopts amendments to the Statute of the Foundation,
changes the seat of the Foundation,
approves the financial statements and grants discharge to members of the Management Board,
appoints and dismisses a proxy of the Board of Founders (hereinafter: the “Proxy”). The tasks of the Proxy are defined by the Board of Founders in a relevant resolution.
Meetings of the Board of Founders may be held at the seat of the Foundation or anywhere within the territory of the Republic of Poland.
Meetings of the Board of Founders may be held using means of remote communication enabling voice and video transmission.
VII. Management Board of the Foundation
§ 16
Authority in the Foundation is exercised by the Management Board of the Foundation (hereinafter: the “Management Board”), its executive body.
The Management Board consists of up to five members.
The function of a member of the Management Board, including President of the Management Board and Vice-Presidents, may also be performed by a member of the Board of Founders.
By virtue of this Statute, the following become members of the Management Board of the Foundation: Tomasz Zachwieja, Jakub Dąbroś and Kacper Raciborski.
The members of the Management Board referred to in §16(4) are permanent members and hold office for an indefinite term.
The Board of Founders may appoint members of the Management Board of the Foundation.
The term of office of the members of the Management Board referred to in §16(6) is three (3) years.
A member of the Management Board of the Foundation may serve more than one term.
The Board of Founders may dismiss a member of the Management Board of the Foundation by resolution.
In the event of changes in the composition of the Management Board during a term, the term of office of new Management Board members ends upon the earliest expiry date of any incumbent member’s term.
Membership in the Management Board also ceases upon dismissal by the Board of Founders at any time and in the event of:
written resignation;
gross violation of the Statute, bylaws or resolutions of the Foundation;
acting to the detriment of the Foundation;
permanent incapacity to perform duties due to illness or disability;
loss of civic rights as a result of a final conviction for an intentional crime;
death.
§ 17
The President of the Management Board directs the work of the Management Board.
The Vice-President of the Management Board directs the current work of the Management Board in the President’s stead.
The duties of the Vice-President include, inter alia, convening meetings of the Foundation Council.
The duties of the Vice-President also include directing the work of the Expert Panel.
The duties indicated in §17(2a) and §17(2b) may be entrusted by the Management Board of the Foundation to any member of the aforementioned bodies by resolution.
By virtue of this Statute, Kacper Raciborski becomes President of the Management Board of the Foundation.
By virtue of this Statute, Tomasz Zachwieja and Jakub Dąbroś become Vice-Presidents of the Management Board of the Foundation.
For representing the Foundation externally in matters where the Foundation’s liability does not exceed PLN 20,000 gross, any Member of the Management Board may act alone.
Where a legal act gives rise to, or may give rise to, a liability of the Foundation exceeding PLN 20,000 gross, the Foundation is represented externally by two Members of the Management Board acting jointly.
For declarations of intent in declaratory matters—such as issuing certificates, granting and accepting patronage, and confirming cooperation with third parties; for contracts of mandate, volunteer or graduate-internship agreements; and for representation of the Foundation before public administration authorities, courts, banks and offices—any Member of the Management Board is authorized to act alone.
§ 18
The tasks of the Management Board of the Foundation include:
directing the activities of the Foundation and representing it externally;
setting the substantive and financial directions and methods of the Foundation’s activity;
selecting undertakings and projects implemented and supported by the Foundation to achieve its statutory aims;
deciding on joining associations and other organizations;
adopting bylaws/regulations;
creating and organizing necessary permanent or ad hoc units and organizational cells, granting them organizational bylaws and defining their rules and scope of activity;
managing the assets and affairs of the Foundation;
accepting donations, inheritances and bequests, subsidies and grants;
developing the organizational structures of the Foundation;
appointing and dismissing members of the Foundation Council;
exercising oversight over the activities of members of the Foundation Council;
determining remuneration of members of the Foundation Council;
appointing and dismissing experts, members of the Expert Panel;
determining staffing levels and the rules and amounts of remuneration for employees of the Foundation, as well as for persons cooperating with the Foundation under civil-law contracts, and reimbursement of volunteers’ documented expenses;
adopting a resolution on the merger of the Foundation with another foundation;
adopting a resolution on the Foundation’s accession to associations and other organizations;
adopting a resolution on the liquidation of the Foundation and appointing the liquidator of the Foundation;
indicating the foundation or institution to which assets remaining after liquidation of the Foundation will be transferred;
establishing and dissolving organizational units of the Foundation in Poland and abroad, defining their territorial scope, subject of activity, bodies and competencies, approving their regulations and supervising their activities;
appointing consultants to evaluate actions taken by the Management Board of the Foundation;
adopting resolutions and decisions on matters not reserved to other bodies of the Foundation.
§ 19
Meetings of the Management Board are convened as needed, but not less than twice a year.
Meetings of the Management Board are valid if at least half of the members are present.
A meeting of the Management Board is convened by the President of the Management Board or the Vice-President of the Management Board.
A meeting of the Management Board may be held at the seat of the Foundation or anywhere within the territory of the Republic of Poland.
A meeting of the Management Board may be held using remote communication enabling voice and video transmission.
Members of the Management Board may use remote means when voting.
Resolutions of the Management Board are signed by the President of the Management Board.
The Management Board of the Foundation may appoint proxies to manage a separated sphere of matters belonging to the tasks of the Foundation.
The Management Board of the Foundation may authorize the proxies referred to in the preceding paragraph to represent the Foundation externally within a defined scope of matters. Granting such authorization requires the joint action of at least two Members of the Management Board. The authorization must be given in the form of a notarial deed.
§ 20
The Management Board establishes action programs specifying, for a given period, the planned types and forms of statutory activities.
§ 21
Remuneration of Management Board members for their functions is set by the Board of Founders.
Remuneration of the Management Board, members appointed by the Management Board, and employees is paid from acquired funds, without infringing financial resources provided by the Board of Founders.
Members of the Management Board and members of other bodies appointed by the Management Board may receive reimbursement of documented and justified expenses related to participation in the work of the Foundation’s bodies, including travel costs.
VIII. Foundation Council
§ 22
The Management Board appoints the Foundation Council as a body assisting the Management Board in achieving statutory aims.
The Foundation Council consists of an unlimited number of members selected by the Management Board.
Members of the Foundation Council are appointed for an indefinite period.
The tasks of the Foundation Council include, in particular:
establishing contacts with foreign universities and student organizations;
supporting local coordinators in each country;
coordinating activities related to financing international activities (including applications and commercial strategic partnerships for the Foundation’s international actions);
coordinating the team of graphic designers and ensuring consistent and appropriate visual identity;
coordinating the copywriting team and ensuring proper content of posts;
coordinating activities related to producing promotional films and photos;
coordinating the Foundation’s activities in social media;
establishing contacts and maintaining relations with representatives of partner companies and institutions;
verifying texts and other materials to be provided to current or potential partners;
coordinating activities related to organizing meetings with current and potential partners;
coordinating activities related to drafting, verification, adoption and performance of contracts and legal acts to be signed by the Foundation;
coordinating activities related to the Foundation’s budget management;
coordinating accounting and settlement of the Foundation’s expenses and revenues;
assessing the risk of illiquidity or insolvency of the Foundation;
coordinating activities related to creating and verifying materials disseminated by the Foundation;
organizing talks, lectures, panels, conventions, research sessions, thematic conferences, seminars, symposia, workshops, courses, trainings, congresses, research work, clubs and interest groups, fairs, promotional events and other special events, as well as other forms of educational activity within the scope of the Foundation’s aims;
establishing relations and strategic partnerships with substantive partners such as think tanks, foundations, universities and NGOs;
coordinating research conducted by the Foundation; coordinating activities related to creating and operating the Foundation’s advisory board;
coordinating activities related to acquiring media partners;
coordinating the preparation of content for media partners, such as promotional articles, promotional films and other promotional content;
coordinating activities related to the Foundation’s media presence;
coordinating activities related to maintaining and developing relations with the Foundation’s current and new media partners;
coordinating the recruitment process and human-resources management.
Membership in the Foundation Council ceases upon dismissal by the Management Board at any time and in the event of:
written resignation;
gross violation of the Statute, bylaws or resolutions of the Foundation;
acting to the detriment of the Foundation;
death.
Oversight of the activities of the Foundation Council members is exercised by the Management Board.
§ 23
Members of the Foundation Council meet at least once a month at meetings of the Foundation Council.
Meetings of the Foundation Council are convened by the Vice-President of the Foundation.
The Vice-President sets the meeting agenda in consultation with the Management Board.
Notice of a meeting of the Foundation Council is given by the Vice-President to all members of the Foundation Council not later than 24 hours before the meeting, specifying the date and agenda.
Members of the Foundation Council may participate by means of remote communication enabling voice and video transmission.
Members of the Foundation Council may use remote means when voting.
The Foundation Council adopts decisions by a simple majority of votes of all members of the Foundation Council.
Decisions of the Foundation Council are advisory and are not binding on the Management Board.
Members of the Management Board may participate in meetings of the Foundation Council.
In the event of a vote, the vote of a Management Board member has the same weight as the vote of a member of the Foundation Council.
IX. Expert Panel
§ 24
The Expert Panel (hereinafter: the "Panel") is an advisory and opinion-forming body to the Management Board of the Foundation, whose members are appointed and dismissed—as needed—by the Management Board.
Members of the Expert Panel are appointed by the Management Board for an indefinite period.
The role of the Panel is, in particular, to:
provide information and advice on all matters related to achieving the aims of the Foundation;
suggest new program directions for the Foundation’s activities;
propose new initiatives and programs aimed at the development of the Foundation;
provide advisory support to the Foundation Council and the Management Board;
support and promote the activities of the Foundation.
Any number of persons may be appointed to the Panel.
The work of the Panel is directed by the Vice-President of the Foundation.
§ 25
An Expert may be any natural person who accepts the aims of the Foundation and undertakes to comply with the Statute, and who—by virtue of their experience and actions for developing innovation and other statutory aims of the Foundation, and owing to their professional standing—has obtained the approval of the Management Board by resolution.
Members of the Panel may be citizens of Poland or of other countries.
Members of the Panel may participate in all events and undertakings organized by the Foundation or with its participation.
Members of the Panel do not receive remuneration for the activities described in §24(3), except for reimbursement of justified expenses incurred in connection with participation in the work of this advisory body, including travel costs.
§ 26
Membership in the Panel ceases in case of:
voluntary resignation submitted in writing to the Management Board;
adoption by the Management Board of a resolution to terminate cooperation upon cessation of the reasons for which the Panel was appointed;
non-compliance with the Statute or resolutions of the Foundation’s authorities;
acting to the detriment of the Foundation;
other circumstances that prevent or significantly hinder the member’s activity or result in loss of trust;
death of a Panel member.
A resolution on termination of cooperation is delivered to the Panel member in writing.
X. Final Provisions
§ 27
The Foundation may merge with another foundation to achieve its aims more effectively.
A merger may not take place if it would materially change the Foundation’s aims.
In matters of merger with another foundation, the competent body is the Management Board, whose decisions are adopted unanimously and require approval by the Board of Founders to be effective.
§ 28
The Foundation shall be liquidated upon achieving the aims for which it was established or upon exhaustion of its financial resources and assets.
The liquidators are appointed and dismissed by the Management Board.
The decision to liquidate is adopted by the Management Board by majority vote and, to take legal effect, requires approval by the Board of Founders.
Financial resources and assets remaining after liquidation may, by decision of the Board of Founders, be allocated to foundations operating in the Republic of Poland with similar aims.
§ 29
Amendments to the Statute are made by the Current Founders acting as the Board of Founders, by resolution.
Amendments may also concern the aims for which the Foundation was established and which are set out in the founding deed.
§ 30
To ensure efficient office support for the Foundation, the Management Board may establish the Foundation Office.
The tasks and Regulations of the Foundation Office are defined by the Management Board in a relevant resolution.
§ 31
If the circumstances referred to in §15(4) arise with respect to all Current Founders, all competencies of the Board of Founders under the Statute shall be exercised by the Founding Founders, who, within 30 (thirty) days of becoming aware of such event, are obliged to appoint new Current Founders. In the event of the death of all Founding Founders, this right passes to the Management Board of the Foundation, by a 2/3 majority of all Management Board members.
§ 32
Matters not regulated by this Statute are governed by the provisions of the Act of 6 April 1984 on Foundations (Journal of Laws of 1991, No. 46, item 203, as amended) and the Act of 24 April 2003 on Public Benefit and Volunteer Work (Journal of Laws of 2010, No. 234, item 1536, as amended).
§ 33
The original wording of the Statute was adopted by the Founding Founders on 28 May 2021.
The original wording of the Statute enters into force on the date of registration of the Foundation by the court in the National Court Register.
The current wording of the Statute was adopted by the Board of Founders on 19 June 2024.