FOUNDATION STATUTE

GLOBAL ARTIFICIAL INTELLIGENCE ALLIANCE

General provisions

§ 1

1. The Global Artificial Intelligence Alliance Foundation, hereinafter referred to as the Foundation, operates on the basis of the Act of April 6, 1984 on foundations (Journal of Laws No. 46 of 1991, as amended) and the provisions of these statutes.
2. The Foundation was established by the Founders by a notarial deed drawn up in Warsaw on December 21, 2020 in front of Wojciech Zieleniewski, notary public in Warsaw, at his Notary’s Office in Warsaw, at ul. Marszałków No. 87 lok. 123.

§ 2

1. The headquarters of the Foundation is the city of Warsaw.
2. The duration of the Foundation is indefinite.
3. The area of ​​the Foundation’s activity is the entire territory of the Republic of Poland, and to the extent necessary for the proper implementation of its goals, the Foundation may also operate outside the territory of the Republic of Poland.
4. For the purposes of cooperation with foreign countries, the Foundation may use the translation of the name into selected foreign languages.
5. The Foundation may use the abbreviated name „GAIA”.
6. The Foundation may establish branches and local organizational units.

§ 3

Supervision over the Foundation is exercised by the minister responsible for Science and Higher Education.

§ 4

The Foundation may establish certificates and badges and award them, along with other prizes and distinctions, to natural and legal persons who have contributed to the foundation and contribute to the achievement of the foundation’s goals.

Goals and principles of operation
of the Foundation

§ 5

The statutory goal of the Foundation is to study ethical challenges and opportunities related to artificial intelligence tools in order to develop definitions and algorithms of Compassionate Artificial Intelligence through tools that use human creativity and the computing power of artificial intelligence called Collective Creativity.

§ 6

The strategic goals of the Foundation are:

1. conducting activities aimed at disseminating knowledge and awareness about the creation, operation, adaptation, implementation, maintenance, expansion and modification of artificial intelligence algorithms,
2. monitoring the achievements and development of fields of science related to the development of artificial intelligence, informing the public about these achievements,
3. conducting activities aimed at recognizing the concept of ethical artificial intelligence and problems related to the morality of artificial intelligence algorithms,
4. conducting research on the perception and use of artificial intelligence in social life, in particular in the field of supporting decision-making processes and risk management, including events such as natural disasters, natural disasters, events of high ecological
5. importance, counteracting them and reducing the severity of their effects,
6. initiating and conducting activities to support the development of artificial intelligence algorithms, in particular supporting legal and natural persons in the study and creation of artificial intelligence algorithms,
7. counteracting pathological uses of artificial intelligence and the use of disinformation in relation to artificial intelligence algorithms,
8. organizing training programs, certification, approvals of compliance of artificial intelligence algorithms with specific principles of ethical artificial intelligence,
9. conducting analytical and publishing activities, in particular conducting scientific and research works devoted to social, legal, sociological, ethical, technological and axiological issues of artificial intelligence.

The goals of the Foundation resulting from the Act are:

1. activities supporting economic development, including the development of entrepreneurship;
2. activities supporting the development of technology, inventiveness and innovation, as well as dissemination and implementation of new technical solutions in economic practice;
3. science, higher education, education, training and upbringing;
4. ecology and protection of animals and protection of natural heritage;
5. activities for the benefit of European integration and the development of contacts and cooperation between societies;
6. promotion of the Republic of Poland abroad;
7. activities for non-governmental organizations and other entities whose activities are consistent with the areas of the Foundation’s activities.

§ 7

The Foundation achieves its goals by:

1. information, educational and promotional activities,
2. preparation of reports, analyzes and draft legal acts,
3. conducting research enabling the development and implementation of innovations,
4. cooperation with government authorities and non-governmental organizations in the scope specified for the purposes of the Foundation’s operation,
5. organizing trainings, workshops, conventions, conferences, etc.,
6. conducting publishing activities,
7. cooperation with research and development units, universities and other units in the country and abroad in order to implement the statutory objectives.

§ 8

In order to achieve its goals, the Foundation may support the activities of other people and institutions in line with its goals.

Property and income of the Foundation

§ 9

The assets of the Foundation are its founding fund in the amount of 3,000.00 (three thousand zlotys) zlotys and property acquired by the Foundation in the course of its operation.

§ 10

The Foundation’s income comes from:

1. donations, inheritances, bequests,
2. subsidies and subsidies and grants,
3. income from collections and public events,
4. income from the Foundation’s assets.
5. bank interest
6. paid statutory activity of the Foundation

§ 11

1. The entirety of the income obtained by the Foundation is allocated exclusively to its statutory activities.
2. Income from grants, subsidies, donations, inheritances and bequests may be used for the purposes of the Foundation only with respect for the will of the heirs or donors.
3. In matters of accepting donations and inheritance, declarations required by law are submitted by the Foundation’s Management Board.

Paid statutory activity, free statutory activity
and business activity

§ 12

Object of unpaid statutory activity:
The subject of the free statutory activity of the Foundation, designated in accordance with the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities (PKD), is:

1. 17.23.Z Production of stationery
2. 58.11.Z Publishing of books
3. 58.13.Z Publishing of newspapers
4. 58.14.Z Publishing magazines and other periodicals
5. 58.19.Z Other publishing activities;
6. 59.11.Z Activities related to the production of films, video recordings and television programs
7. 59.13.Z Motion picture, video and television program distribution activities
8. 63.12.Z Activities of internet portals
9. 72.11.Z Scientific research and development works in the field of biotechnology
10. 72.19.Z Scientific research and development works in the field of other natural and technical sciences
11. 72.20.Z Research and development works in the field of social sciences and humanities
12. 74.90.Z Other professional, scientific and technical activities not elsewhere classified
13. 82.30.Z Activities related to the organization of fairs, exhibitions and congresses

Object of paid statutory activity:
The subject of the Foundation’s paid statutory activity, marked in accordance with the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities (PKD), may be:

1. 17.23.Z Production of stationery
2. 58.11.Z Publishing of books
3. 58.13.Z Publishing of newspapers
4. 58.14.Z Publishing magazines and other periodicals
5. 58.19.Z Other publishing activities;
6. 59.11.Z Activities related to the production of films, video recordings and television programs
7. 59.13.Z Motion picture, video and television program distribution activities
8. 63.12.Z Activities of internet portals
9. 72.11.Z Scientific research and development works in the field of biotechnology
10. 72.19.Z Scientific research and development works in the field of other natural and technical sciences
11. 72.20.Z Research and development works in the field of social sciences and humanities
12. 74.90.Z Other professional, scientific and technical activities not elsewhere classified
13. 82.30.Z Activities related to the organization of fairs, exhibitions and congresses

Economic activity.
The Management Board of the Foundation may adopt a resolution on the commencement of economic activity by the Foundation. In the event of adopting such a resolution, the Management Board will take steps necessary to conduct such activity, including, in particular, making all notifications required by law.

Foundation authorities

§ 13

The Foundation’s authorities are:

1. Foundation Council, hereinafter also referred to as the Council,
2. The Management Board of the Foundation, hereinafter also referred to as the Management Board,
3. The Program Council of the Foundation, hereinafter also referred to as the Program Council.
4. Foundation Council

§ 14

The first members of the Foundation Council are the founders of the Foundation.
Foundation Council:

1. appoints and dismisses members of the Foundation’s Management Board, including the President of the Management Board,
2. appoints and dismisses members of the Foundation’s Program Council,
3. sets the directions for the development of the Foundation together with the Foundation’s Program Council,
4. may amend the Foundation’s Statute, including the Foundation’s goals,
5. may decide to merge with another foundation or to liquidate the Foundation.
6. The council meets at least once a year.
7. The Supervisory Board makes decisions at its meetings.
8. To adopt a decision of the Council, the unanimity of the Members of the Council is required, taken in the presence of all Members of the Council.
9. The mandate of a Supervisory Board member shall cease upon death or resignation.
10. The composition of the Council may be extended by a unanimous decision of the Founders.
11. In the event of the death of all founders or their waiver of the right to appoint new members of the Council, new members of the Council are appointed by the members of the Council by a simple majority of votes on their own initiative or at the request of the Management Board.

Foundation’s Program Council

§ 15

1. The Program Council consists of persons appointed by the Foundation Council.
2. The mandate of a member of the Program Council is 2 years. However, it may be renewed many times by unanimous decision of the Foundation Council.
3. Members of the Program Council:
4. may not be members of the Foundation’s Management Board or the Foundation’s Council at the same time,
5. cannot be convicted by a valid sentence for an intentional crime,
6. should have knowledge and experience in the areas that constitute the Foundation’s field of activity.
7. The Program Council is an advisory body to the Foundation.
8. To the competences of the Program Council:
9. determining, together with the Foundation Council, the directions of the Foundation’s activities,
10. advising the Foundation’s Management Board,
11. expressing opinions on matters important for the implementation of the Foundation’s projects and tasks.
12. The Program Council cannot have more than 50 members.
13. The Program Council elects from among its members the Chairman of the Program Council, who manages its work.
14. The Program Council makes decisions in the form of resolutions – by a simple majority of votes, in the presence of at least half of its members, unless further provisions provide otherwise.
15. In the event of an equal number of votes, the Chairman’s vote is decisive.
16. Membership in the Program Council shall expire as a result of:
17. voluntary resignation, notified in writing to the Chairman of the Program Council or the Foundation Council,
18. loss of civil rights as a result of a conviction by a final court judgment for a crime committed intentionally,
19. appeal by decision of the Foundation Council,
20. the end of the term of office,
21. the death of a member.
22. The Program Council meets at least once a year.
23. The meetings of the Program Council may be held by means of remote communication.
24. The Program Council is convened by the Chairman of the Program Council:
    
    1. 1. on its own initiative,
       2. on the initiative of another member of the Program Council,
       3. on the initiative of the Foundation Council,
       4. at the request of the Management Board.

An extraordinary meeting of the Program Council should be convened not later than within 14 days from the date of submitting the application.
Each member of the Program Council has one vote. The meetings of the Program Board are chaired by the Chairman or a Board Member indicated by him.

Foundation Board

§ 16

The first composition of the Foundation’s Management Board is appointed by the Founders.
The Management Board of the Foundation may count up to five persons appointed by the Foundation Council for a three-year term.
The function of a Member of the Management Board may be performed for more than one term.
The Foundation Council appoints successive Presidents of the Management Board.
The first term of office of the Management Board begins with the entry of the Foundation into the National Court Register.
The entire Management Board of the Foundation or its individual members may be dismissed by the Foundation Council before the end of the term of office.
Members of the Management Board may resign from their function at any time.
The Management Board manages the activities of the Foundation and represents it outside.
The competences of the Management Board include:
managing the Foundation’s day-to-day operations,
implementation of statutory goals,
preparation of work plans and budget,
managing the assets of the Foundation,
hiring employees and determining the amount of their remuneration,
submitting an application to the Council to amend the statute,
applying to the Council for the merger or liquidation of the Foundation,
requesting the Council and the Program Council to conduct consultations and express opinions,
preparation of reports on the activities of the foundation
The Management Board makes decisions in all matters not reserved to the competence of other bodies.
Meetings of the Management Board are held as needed, however not less frequently than once a quarter.
Meetings of the Management Board are convened by the President of the Management Board, or in the event that this function is vacated, by the oldest Member of the Management Board or the Chairman of the Program Council, by sending information about the date by e-mail, and if this is not possible by registered mail, at least one day before the scheduled meeting.
All members of the Management Board must be informed about the meeting.
The Management Board makes decisions by means of resolutions by a simple majority of votes in the presence of at least half of its members, unless further provisions provide otherwise. In the event of a tied vote, the President has the casting vote.
Meetings of the Management Board may be held by means of remote communication.
The Management Board may adopt resolutions by circulation, using means of distance communication.
Every year, by September 30, the Management Board is obliged to submit to the Council an annual report on the Foundation’s activities.
At the request of the Council, the Management Board shall submit, within 14 days, for the information of the Foundation Council, a report on the Foundation’s activities, including a report on the status of projects being implemented, the current budget and the Foundation’s expenses.

Representation

§ 17

Declarations of will on behalf of the Foundation are made by the President and Vice-President of the Foundation individually.

Foundation statute

§ 18

1. The first Statute of the Foundation is given by the Founders.
2. Changes in the Foundation’s Statute are made by the Foundation Council.

Merge with another foundation

§ 19

1. The foundation may merge with another foundation for the effective realization of its goals.
2. A merger with another foundation may not take place if it could significantly change the purpose of the Foundation.
3. The decision to merge with another foundation may be made by the Foundation Council.
4. The Foundation Council may entrust the Management Board with carrying out the activities related to the merger.

Liquidation of the Foundation

§ 20

Decisions on the liquidation of the Foundation are made by the Foundation Council.

§ 21

The liquidator of the Foundation is appointed by the Foundation’s Management Board after consultation with the Foundation’s Council.
The duties of the liquidator include:

1. submitting an application to the registry court to enter the opening of liquidation,
2. summoning the Foundation’s creditors to submit their claims in within 3 months from the date of liquidation announcement,
3. preparation of the liquidation opening balance and a list of creditors,
4. preparation of a financial plan for liquidation and a plan to meet obligations,
5. collection of receivables, fulfillment of obligations and cash in the assets of the foundation,
6. transfer of the assets remaining after the creditors are satisfied to the indicated entities,
7. notification of the completion of liquidation to the registry court together with an application for the foundation to be removed from the register.
8. The Foundation notifies the Supervising Minister about the declaration of liquidation and the allocation of the assets.
9. The assets remaining after the liquidation will be allocated for the same or similar purposes as the Foundation’s objectives.
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