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The organisational structure of PPH Foundation

- Hotels Board
- Foundation Management Board
- Foundation Office
- Subject committees

The Hotels Board is the supreme authority of the Foundation. The first Hotels Board is appointed by the Founding Members. The Board includes one representative of each hotel in the PPH&R Marketing Programme. Hotels Board membership is acquired at the moment of signing an agreement between the Foundation Management Board and the Hotel. The Hotels Board meets at least twice a year.

The Foundation Management Board is an executive body appointed by the Hotels Board. The Management Board is appointed for a joint, two-year term. The responsibilities of the Management Board include managing the Foundation’s activities and representing it outside.

The Foundation Office is an executive body of the Foundation Management Board. The responsibilities of the Foundation Office include current management of the Foundation’s work and implementation of tasks adopted by the Resolutions of the Hotels Board and decisions of the Foundation Management Board.

The Subject Committees are public bodies appointed by the Hotels Board and performing advisory functions to the Foundation Management Board and Office.

Integrated text
STATUTES OF THE “POLISH PRESTIGE HOTELS” FOUNDATION.
Section I General provisions
§ 1.
The Foundation named the “Polish Prestige Hotels” (further referred to as the “Foundation”) established by its Founders with a notary deed made in Wrocław at 11/13, Drobnera Street before Notary Public Aleksandra Szafron-Sekta in her Notary Office in Pszczyna 11, Piastowska Street, Repertory Number A. 777/2005 operates on the grounds of the April 6, 1984, Foundations Act (Journal of Laws 1991, No. 46, item 203 plus subsequent amendments).
§ 2.
1. The Foundation operates on the territory of the Republic of Poland.
2. The Foundation has its Head Office in Warsaw.
3. For an appropriate implementation of its goals, the Foundation is allowed to perform operations outside the country in conformity with the
     binding law.
4. The Foundation has the power of opening its branches, offices, representations, outlets and branches at home and abroad.
§ 3.
The Foundation has been established for an unspecified period of time.
§ 4.
1. The Foundation is allowed to use the following Polish equivalent of its name: “POLSKIE HOTELE PRESTIŻOWE”.
2. The Foundation uses a seal bearing its name.
3. The Foundation may have its own Hotels Board-approved logos and badges.
4. The Foundation is allowed to use the following acronyms:
- “PPH”
- “PRESTIGE HOTELS”
- “HOTELE PRESTIŻOWE.”
§ 5.
1. The Foundation may perform business activities directly or via standalone units or branches.
2. The Foundation may start or join commercial companies and other businesses, and it may develop structures of financial relations with 
     businesses at home and abroad.
§ 6.
The Minister competent for the Foundation’s goals is the Minister of Economy and Labour.

Section II Subject and forms of activities
§ 7.
The purpose of the Foundation is:
1. to support the development of hotels and restaurants whose profile corresponds with Polish identity and regional cultural heritage,
2. to present historical tradition in hotel and catering business,
3. to promote and support efforts intended to build and demonstrate old Polish hospitality and custom in hotel and catering business,
4. to cherish regional custom and local cultural heritage, also by supporting and participation in producing cultural events,
5. to promote good standards in hotel and catering business,
6. to build new standards and models in hotel and catering business, including standards and models which are important for local
    communities,
7. to support and join charity campaigns,
8. to support and promote Polish hotel industry at home and abroad,
9. to support and promote Polish catering industry at home and abroad,
10. to spread understanding of the hotel business,
11. to spread understanding of the catering business,
12. to support training and education centres and other facilities which support the hotel and catering business,
13. to support vocational training, especially in the diversity of possible hotel and catering development models,
14. to protect the professional and economic interests,
15. to take part in promoting professional publications on hotels and catering,
16. to integrate and support local initiatives in the promotion of regional hotel and catering business tradition.
§ 8.
The Foundation implements its goals by way of:
1. running a promotion and marketing programme known as Polish Prestige Hotels & Resorts addressed to Polish hotels and facilities which cherish regional tradition,
2. publication of official information about the Polish Prestige Hotels & Resorts Programme,
3. organisation and support—money, in kind, and technical assistance—for activities which lead to achieving the Foundation’s goals,
4. performing information and education activities related to the Foundation’s goals,
5. co-operation with competent central and local government agencies, self-government structures, economic and research institutions,
6. promotion of the Foundation’s objectives in mass media,
7. promotion and advertising of activities implementing the Foundation objectives,
8. addressing legislative and other initiatives serving the Foundation’s objectives to competent bodies of state administration and local government,
9. recommendation of hotels and restaurants,
10. recommendation of schools, training and education centres, and other facilities,
11. organisation of fairs, conferences, exhibitions, etc.,
12. promotion of professional publications,
13. providing training courses, especially in hotel, catering, and tourist business,
14. co-operation with national and international organisations in the implementation of the Foundation goals,
15. active participation in national and international congresses, conferences, exhibitions, etc.,
16. performing business operation in line with the law.
Apart from implementing projects it initiates, the Foundation also co-operates with other institutions, organisations, and individuals to reach common statutory objectives.
This co-operation may take the form of organisational assistance, partial or full financial support to projects, or help in finding other financing sources.
§ 9.
To reach its objectives, the Foundation may extend support to other individuals and corporates whose profile is convergent with the Foundation’s goals mainly in providing support to that segment of hotel and catering industry which intends to preserve its own regional character and identity.

Section III Property and Income of the Foundation
§ 10.
The initial capital of the Foundation totals PLN 19,000.00 (say: nineteen thousand zlotys) made of the amounts paid in by:
1. “INVEST SERVICE COMPANY” Joint Stock Company based in Bochnia—PLN 1,000.00 (say: one thousand zlotys),
2. “JAN-POL” Joint Stock Company based in Kraków—PLN 1,000.00 (say: one thousand zlotys),
3. “HOTELE VIVALDI” Joint Stock Company based in Poznań—PLN 1,000.00 (say: one thousand zlotys),
4. “MPM PRODUCT” Ltd., based in Milanówek—PLN 1,000.00 (say: one thousand zlotys),
5. “BESTUR” Ltd., based in Bełchatów—PLN 1,000.00 (say: one thousand zlotys),
6. “ART HOTEL” Ltd., based in Wrocław—PLN 1,000.00 (say: one thousand zlotys),
7. “HOTELE PREZYDENCKIE” Ltd., based in Rzeszów—PLN 1,000.00 (say: one thousand zlotys).
8. “Prorest” Ltd., based in Warsaw—PLN 1,000.00 (say: one thousand zlotys),
9. “Noma Residence” Ltd based in Kobiór—PLN 1,000.00 (say: one thousand zlotys),
10. Waldemar Hołówka—PLN 1,000.00 (say: one thousand zlotys),
11. Kazimierz Kowalski—PLN 1,000.00 (say: one thousand zlotys),
12. “HOTEL WARSZAWA” Ltd., based in Augustów—PLN 1,000.00 (say: one thousand zlotys),
13. Andrzej Żamojda “DWOREK NAD ŁĄKAMI”—PLN 1,000.00 (say: one thousand zlotys).
14. “MARTOM TRAVELAND” Ltd. based in Stare Jabłonki—PLN 1,000.00 (say: one thousand zlotys),
15. “HOTEL KLIMCZOK” Ltd., based in Szczyrk—PLN 1,000.00 (say: one thousand zlotys),
16. HOTEL “BARTAN” Bożenna and Krystian Gast—PLN 1,000.00 (say: one thousand zlotys),
17. “ABD” Ltd., based in Komorniki—PLN 1,000.00 (say: one thousand zlotys),
18. Ireneusz Borkowski—PLN 1,000.00 (say: one thousand zlotys),
19. Bogdan Barszczewski—PLN 1,000.00 (say: one thousand zlotys), of which PLN 12,000.00 (say: twelve thousand zlotys) will be spent on
      the Foundation’s business operations.
§ 11.
1. The Foundation generates its income from:
a) donations, inheritance, and legacies,
b) grants and subsidies from corporates,
c) proceeds from public money raising, lotteries, and other such campaigns organised by the Foundation on the grounds of relevant laws,
d) dividend and profits on shares and participations,
e) interest on bank deposits,
f) return on the Foundation’s assets,
g) gains on financial operations,
h) profit on business operations,
i) membership fees charged for joining the Polish Prestige Hotels & Resorts Programme,
j) other sources allowed by the law.
2. Funds obtained from subsidies, grants, inheritance and legacies may be spent on the implementation of all the statutory activities of the
    Foundations, unless the donors require otherwise.
§ 12.
Whenever the Foundation is appointed as a testamentary heir, its Management Board makes a declaration on accepting the inheritance with the benefit of inventory only when it is clear at the time of making this declaration that the effective value of the legacy is higher than its indebtedness.
§ 13.
1. The Foundation runs its financial management and keeps its account books according to other relevant regulations.
2. The Foundation’s business activities are separated from its statutory work in the account books.
    

Section IV Authorities of the Foundation
§ 14.
The authorities of the Foundation are:
1. Hotels Board,
2. Convention of Experts, if appointed,
3. Management Board.
§ 15.
1. The Hotels Board is the supreme authority in the Foundation. The first Hotels Board is appointed by the Founding Members. The Hotel
    Board includes a representative of each hotel or other company involved in the Polish Prestige Hotels & Resorts Programme.
2. Every participant in the PPH&R Programme, whatever the legal status, is eligible to membership of the Hotels Board. Every participant in
    the PPH&R Programme appoints a representative or plenipotentiary; the entities are represented by the management or 6 an authorised
    representative or plenipotentiary. The number of Hotel Board members is not limited.
3. Hotels Board membership is acquired at the moment of signing an agreement on joining the PPH&R Programme between the Foundation
    Management Board and the Hotel or other entity.
4. Hotels Board membership expires automatically when the entity is deleted from the list of PPH&R Programme participants, loses its legal
    personality, an individual dies or submits a written resignation to the Foundation Management Board, the membership is cancelled by a
    Board’s resolution adopted in a secret ballot by a majority of ¾ of the votes.
§ 16.
The powers of the Hotels Board include:
1. appointing and dismissing Management Board members, including the Management Board President,
2. appointing and dismissing members of the Convention of Experts,
3. adopting resolutions on granting the Hotels Board membership and recommending the move to the Foundation’s Board,
4. adopting resolution on cancelling the Hotels Board membership,
5. defining, approving, and amending the regulations for the Hotels Board,
6. approving and amending the regulations of the Management Board and the Convention of Experts,
7. defining and approving programmes for the Foundation’s activities,
8. defining the rules of the Polish Prestige Hotels & Resorts Programme, including the rules of accepting new participants and the methods
    of payment,
9. approving the preliminary annual budget of the Foundation,
10. accepting and approving periodical reports on the Foundation’s performance, approving its annual financial reports, and acquitting the
      Management Board members,
11. defining the rules of granting subsidies or other forms of assistance with the Foundation’s money,
12. setting up committees to perform specific tasks, in particular, a committee responsible for the finance, a committee to inspect the account
       books, a programmatic committee, audit committee, etc. The committees operate according  to principles defined by a Hotels Board 
       resolution. Resolution of the Hotels Board defines, in particular, the scope and method of the committee work, its personal composition,
       period of time for which the committee is established, and its budget.
13. adopting decisions on the following issues:
a) direction, form, and scope of the business operations performed,
b) drawing liabilities by the Management Board, whose value is not higher than PLN 100,000,-
c) drawing loans or bank credit whose total or annual value is higher than PLN 100,000,-
d) depositing the Foundation’s capitals,
e) starting and closing down the Foundation’s works, appointing its centres, offices, representations, outlets or branches,
f) participation of the Foundation in companies and other business organisations.
The Hotels Board may delegate part or all these powers mentioned in section a) to f) to other bodies in the Foundation or to committees set up by its own appointment. The Hotels Board has the right to cancel the previously granted powers at any time.
14. defining the remuneration rules for members of the Management Board and the Convention of Experts,
15. adopting resolutions on the design of badges and on conferring the badges and honorary titles,
16. amending the statutes of the Foundation,
17. merging the Foundation with another foundation,
18. liquidation of the Foundation,
19. the Hotels Board may delegate part or all of its powers resulting from section 3, item 4 and item 11 to the Management Board of the
      Foundation,
20. The Hotels Board makes decisions on all matters not delegated to other bodies of the Foundation.
§ 17.
1. The Hotels Board meets at least twice a year and operates according to regulations it has adopted for itself.
2. The Hotels Board meetings are summoned by the Management Board on its own initiative or following a joint motion from 1/3 of the Hotels
     Board members.
3. The Hotels Board meetings are summoned by a recorded invitation letter mailed at least 14 says before the meeting date, except for
    situations described in section 4 of this paragraph.
     A Hotels Board meeting may also be effectively summoned by an invitation e-mailed of faxed to those Hotels Board members who have 
     given their written consent to this effect and make a respective statement to the Foundation’s Management Board. The summons for a
     Hotels Board meeting must include a full agenda of the meeting.
4. Resolutions of the Hotels Board are adopted by a quorum of at least 50% of its membership at the first meeting time. Should there be no
    quorum at the first meeting time, the meeting may be summoned verbally to a later time on the same day to adopt resolutions with votes of
    whatever number of members present in the meeting room.
5. Every Hotels Board member has one vote.
6. The Hotels Board elects from among its members a Chairman of every meeting who then presides over. The Hotels Board may also elect,
    to each meeting, a Polling Committee, a Resolutions and Motions Committee and other committees whenever it finds them necessary.7.
    Resolutions of the Hotels Board are adopted by a simple majority of votes, unless the Statutes provides otherwise. Whenever there is a
    voting draw, the meeting Chairman’s vote prevails.
8. Resolutions of the Hotels Board are adopted with an open voting and, in matters specified by the Statutes, in secret ballot (written form).
    The Chairman may also order a secret ballot whenever such a request is tabled by at least 1/3 of the Hotels Board members.  
    Secret ballot is not allowed to vote the approval of the Foundation’s reports and programmes.
9. The Chairman and other Hotels Board members are not remunerated for the performance of their duties. The Board may, however, refund
    the expenses made by its members while performing their duties in the Foundation.
§ 18.
1. The Hotels Board uses secret ballot to adopts resolutions on the following matters:
a) the appointment and dismissal of Management Board members,
b) granting acquittal to the Management Board members,
c) relegation of a member from the Hotels Board.
2. A majority of ¾ (three fourths) of votes is required by the following matters:
a) selling off a trade mark, patent, industrial design, or other type of intangible assets,
b) appointment of the Convention of Experts,
c) relegation and cancelling of Hotels Board membership,
d) liquidation of the Foundation,
e) other matters named in the present Statutes.
§ 19.
1. The Convention of Experts is appointed by the Hotels Board. The Hotels Board decides specifies the number and names the Convention of Experts, whereby their number should not be smaller than 3 and not larger than 15.
2. Members of the Convention of Experts may only be individuals, including third-party individuals having no direct relations with hotels or entities taking part in the Polish Prestige Hotels & Resorts Programme. The Management Board and every member of the Hotels Board is eligible to put forward a motion for the appointment of a member of the Convention of Experts.
3. Persons appointed as members of the Convention of Experts should have adequate understanding of the hotel, catering, or tourist business who also enjoy impeccable opinion and authority.
4. The Convention of Experts is an opinion-making and advisory body expected to indicate the main directions of the activities carried out by the Foundation and to provide opinions required by the Hotels Board or the Management Board.
5. Every member of the Convention of Experts is elected for the specified period of time or for an unspecified period of time, depending on the respective resolution adopted by the Hotels Board.
6. The term of a member of the Convention of Experts expires on the date ending the term, on a member's resignation, death, or recalling by a simple majority of votes cast by the Hotels Board.
7. Members of the Convention of Experts are not eligible for remuneration, unless the Hotels Board decide otherwise. A motion to this effect may also be tabled by the Management Board.
8. The Convention of Experts operates in line with the Regulations defined for it by the Hotels Board.
§ 20.
1. The Convention of Experts elects from among its members a Chairman and a Secretary.
2. Meetings of the Convention of Experts should be held at least once in every three months.
The meetings are summoned by the Chairman or the Secretary of the Convention by recorded letters mailed at least 14 days before the planned meeting date.
3. The Chairman may invite third-party individuals to attend the meetings of the Convention of Experts.
4. The Secretary makes minutes of the meetings of the Convention of Experts.
5. Meetings of the Convention of Experts are held regardless of how many of its members are present.
§ 21.
1. The Foundation Management Board is an executive body appointed by the Hotels Board in a secret ballot. The Management Board includes 3-5 members, among them, the Management Board President. The Hotels Board defines the number of Management Board members. The Management Board President manages the Board’s work and has the power of choosing his deputies (Vice-Presidents) from among the Board members.
2. The position of a Management Board member may be held by a person who is also a member of the Convention of Experts.
3. The Management Board is appointed for a joint, two-year term.
4. Whenever someone's membership of the Management Board expires or a Board member is dismissed, the Hotels Board immediately elects (co-opts) new members to replenish the Board, but this does not change the whole Board's term.
§ 22.
1. Management Board membership expires on the date ending the term, on the member’s death, or dismissal. A member may also be dismissed following his/her stepping down as Management Board member, resignation, or chronic disease which prevents participation in the work of the Management Board.
2. The Hotels Board may recall a Management Board member at any time.
§ 23.
1. The Management Board manages the Foundation’s work and represents it outside.
2. The powers of the Management Board include decisions related to the Foundation and not delegated by the Hotels Board to other competent bodies, including:
a) adoption of activity programmes and annual/long-term financial plans of the Foundation; the plans are presented to the Hotels Board for approval, the Board approves them and orders their implementation,
b) managing the property of the Foundation,
c) reporting on the activities of the Foundation,
d) organisation and supervision over the business activities performed by the Foundation,
e) organisation of works, offices, branches, outlets, and other in line with the resolutions of the Hotels Board,
f) hiring employees,
g) implementation of the Hotels Board resolutions.
§ 24.
1. The forms and principles of the Management Board work, as well as the division of duties among its members are defined by the Regulations adopted by the Management Board and approved by the Hotels Board.
2. Management Board meetings should be held at least once every two months.
3. Minutes are made of Management Board meetings.
4. Management Board resolutions are adopted by a simple majority of votes and, whenever a draw occurs, the vote of the Management Board President prevails.
5. Management Board meetings may be attended by members of the Hotels Board and other persons invited by the Management Board.
§ 25.
The declarations of will are made on behalf of the Foundation by: President of the Management Board independently, or two Management Board members jointly.
§ 26.
Management Board members and members of the Convention of Experts may take part in all campaigns, events, and projects organised by the Foundation or those in which the Foundation is involved.

Section V Business activities
§ 27.
The Foundation’s business activities may be supported with a resource taken from the initial capital in the amount not smaller than PLN 12,000, PLN 1,000 from each Founding Member, and from the Foundation’s profits (defined in § 11).
§ 28.
Business activities performed by the Foundation may include:
1. operating hotels and restaurants - PKD 55,
2. research and development – PKD 73,
3. transport support; tourism supporting operations – PKD 63,
4. operating hotels and restaurants - PKD 74.14
5. research and development – PKD 22.1
6. transport support; tourism supporting operations – PKD 74.40.Z,
7. consultancy in running and managing business – PKD 74.8
8. publishing – PKD 80.42,
9. work for commercial organsations and organisations of employees – PKD 91.11.Z,
10. recruitment employees and making them available – PKD 74.50
11. market and opinion surveys – PKD 74.13.Z,
12. real estate – PKD 70,
13. leasing unmanned machines and equipment and lending personal and household appliances – PKD 71,
14. other financial brokerage – PKD 65.2,
15. wholesale and commission trade, except for selling cars and motor bikes – PKD 51,
16. retailing, except for selling cars, motor cycles; repairing personal and household appliances – PKD 52,
17. other recreation services not defined elsewhere – PKD 92.72.Z
§ 29.
1. The Foundation performs its business activities directly or via standalone works, representations, offices, outlets or branches.
2. The business operations performed directly by the Foundation are organised and managed by its Management Board. The standalone works, offices, outlets, representations or branches are managed by the Management Board or Directors appointed by that Board.
3. Works, representations, offices, outlets or branches may be spun-off on the self-financing basis according to their own resources.
4. Works, representations, offices, outlets and branches are organisational units of the Foundation and report to its Management Board.
5. President of the Management Board is the Manager of an enterprise as defined by the Labour Code, unless the works or independent and self-financed branch is spun-off. In that case, the position of its head may also be held by a Director.
6. The subject of the activities performed by works, representations, offices, outlets or branches as well as the scope of the powers of their Directors are defined by the Organisational Regulations of those units to be defined for them by the Hotels Board or other authorities, or by a Committee appointed for the purpose by the Hotels Board.
§ 30.
1. The Foundation performs business activities according to the annual and long-term plans drawn by the Management Board. The plans are approved by the Hotels Board. The business activities performed should ensure the return of their cost while the proceeds are spent on financing statutory activities. Business activities should also ensure building up a development fund indispensable for the continuation of business operations.
2. Fixed assets components used in business activities are subject to depreciation according to the relevant legal regulations.
§ 31.
1. Business activities may consist in putting into a commercial company all or part of the Foundation’s assets separated for the purpose of performing business activities on the grounds of a resolution adopted by a competent authority of the Foundation.
2. Whenever the Foundation joins a company, it is represented there by a Management Board member authorised by that Board.

Section VI Statutes amendment and change of the goal of the Foundation
§ 32.
Amendment of the Statutes, in this, also change of the Foundation’s goal, may be undertaken by a resolution adopted by 2/3 of the votes cast by Hotels Board members present in the room.
Section VII Merger with another foundation
§ 33.
1. The Foundation may merge with another foundation pursuing a similar statutory goal on terms defined by both parties involved.
2. A merger decision belongs to the Hotels Board.
Section VIII Liquidation of the Foundation § 34.
1. The decision to liquidate the Foundation belongs to the Hotels Board and requires ¾ of the votes.
2. A liquidation resolution of the Hotels Board establishes a Receiver or a Liquidation Committee but it may also adopt Liquidation Regulations if it finds it necessary for an appropriate handling of the liquidation process.
§ 35.
1. A Receiver of a Liquidation Committee (including not more than 3 members) is appointed by the Hotels Board.
2. The responsibilities of the Receiver (or Liquidation committee) include, in particular:
a) requesting the registration court to open the liquidation process,
b) calling on the Foundation’s creditors via a press announcement to make their claims within 3 months after the announcement’s date,
c) making an opening balance for the liquidation and a list of creditors,
d) making a financial plan for the liquidation and a plan for paying the creditors off,
e) collection of claims, paying the liabilities, and selling off the property of the Foundation,
f) passing to selected entities the property items left after paying off the creditors,
g) reporting the conclusion of the liquidation process to the registration court and requesting the deletion of the Foundation from the register,
h) depositing the Foundation’s documents to the state archives.
§ 36.
Property left after the liquidation will be used for purposes similar to the Foundation’s objectives. The destination of those items is defined by the Receiver (or the Liquidation Committee) unless the liquidation resolution includes some other decision of the Hotels Board.

Section VII Final Provisions
§ 37.
The Statutes enter into force on the day of the registration of the Foundation by the District Court in Katowice.