I. General Provisions

§ 1

1. The foundation under the name: Fundacja In Situ (hereinafter referred to as the “Foundation”) was established by Jacek Karmowski (hereinafter referred to as the “Founder”) by a notarial deed drawn up on 06.15.2026.
2. The Foundation has legal personality.
3. The Foundation operates on the basis of generally applicable laws, in particular the Act of 6 April 1984 on Foundations (consolidated text: Journal of Laws of 2023, item 166) and this Statute.

§ 2

The registered office of the Foundation is the city of Kraków.

§ 3

1. The Foundation operates within the territory of the Republic of Poland; however, to properly achieve its objectives, it may also conduct activities abroad, in compliance with applicable legal provisions.
2. The Foundation may establish permanent or temporary organisational units domestically as well as outside its borders.
3. The duration of the Foundation is indefinite.

§ 4

1. The Foundation may use a distinctive logo according to a design approved by the Management Board of the Foundation.
2. The Foundation may establish special badges, honorary medals, distinctions, and awards, and confer them upon individuals and entities of merit to the Foundation.

§ 5

1. The Foundation may become a member of organisations with a similar profile of activity.
2. The Foundation may enter into cooperation agreements with other organisations having a similar profile of activity.

§ 6

Supervision over the Foundation is exercised by the minister responsible for culture and national heritage.

II. Mission and Objectives of the Foundation

§ 7

1. The objective of the Foundation is to support and advance archaeology as an academic discipline, including:
   1. popularising knowledge of the past;
   2. protecting archaeological and cultural heritage in Poland and abroad;
   3. enhancing professional qualifications and methodological competencies of individuals involved in archaeology, related disciplines, and enthusiasts of this science;
   4. supporting the development of interdisciplinary research methods;
   5. fostering the use of modern technologies in archaeological research and documentation;
   6. integrating academic, educational, and specialist communities engaged in research into the past and heritage preservation at home and abroad.
2. The Foundation accomplishes its objectives through:
   1. organising and conducting summer schools, courses, training sessions, workshops, seminars, conferences, and other forms of formal and non-formal education;
   2. organising fieldwork, internships, and educational and research projects;
   3. organising and supporting research, educational, and outreach initiatives related to archaeology and heritage protection;
   4. providing substantive, organisational, and advisory support in the field of archaeological research and cultural heritage preservation;
   5. organising and supporting initiatives promoting integration and the exchange of knowledge and expertise among representatives of diverse disciplines, such as archaeology, natural sciences, humanities, and technological sciences;
   6. cooperating with universities, academic institutions, cultural institutions, public administration bodies, non-governmental organisations, and business entities in Poland and abroad;
   7. conducting research projects;
   8. performing specialist analyses and preparing documentation;
   9. raising financial resources for statutory objectives from domestic and international, public and private sources;
   10. fundraising;
   11. operating a website dedicated, among other things, to disseminating knowledge about the past and archaeology and raising funds;
   12. publishing activities;
   13. awarding prizes, certificates, diplomas, badges, distinctions, etc., for notable merits in achieving the Foundation’s objectives;
   14. promoting and organising volunteering in support of the Foundation’s objectives.
3. The activities of the Foundation are addressed primarily to enthusiasts of archaeology and related fields, in particular students, doctoral candidates, early-career researchers, heritage preservation specialists, and individuals interested in deepening their knowledge of the past, including those from non-academic backgrounds.

§ 8

The statutory activities of the Foundation described in § 7 of the Statute may be conducted on a paid or unpaid basis.

III. Economic Activity

§ 9

1. To achieve its objectives, the Foundation may conduct economic activity within the scope serving the realization of its goals, independently or in cooperation with other entities in Poland and abroad, in accordance with applicable laws.
2. In the event of engaging in economic activity, the Foundation allocates the surplus of revenues over costs to the realization of the statutory objectives of the Foundation.
3. The economic activity of the Foundation may include: organising training sessions and courses, conducting research projects, preparing documentation, and performing specialist analyses.
4. The financial year is the calendar year.

IV. Assets and Income of the Foundation

§ 10

1. The initial assets of the Foundation consist of the founding fund in the monetary amount of PLN 1,500 (in words: one thousand five hundred Polish zlotys).
2. The assets of the Foundation comprise the founding fund and any property acquired or obtained by the Foundation in the course of its activities.
3. Funds for the realization of the Foundation’s objectives and the coverage of its operational expenses may come in particular from:
   1. the founding fund,
   2. donations, inheritances, bequests, grants, subsidies, and subventions – domestic and foreign,
   3. income from gifts, public collections, auctions, and other public events,
   4. bank interest and income from the assets of the Foundation,
   5. income from paid public benefit activities not constituting economic activity within the meaning of applicable laws,
   6. income from profit sharing in companies where shares/stocks have been acquired by the Foundation,
   7. other sources deemed permissible by applicable law.

§ 11

The Foundation may establish funds, including earmarked funds, according to the donor’s wishes, designated with their name or an earmarked name specified by them, e.g., “fund in name of…”, “fund for the benefit of…”.

§ 12

The acceptance of a donation or inheritance by the Foundation may not lead to the assumption by the Foundation of obligations and debts exceeding the value of the accepted assets.

§ 13

1. The Foundation may employ staff to perform specific services necessary for conducting its activities and pursuing its objectives, or to manage the affairs of the Foundation within a designated scope essential for its operations and statutory goals.
2. The terms and conditions of work and remuneration of Foundation employees are determined by the Management Board, and actions concerning labour law matters on behalf of the Foundation are performed by the President of the Management Board.

§ 14

1. The Foundation is liable for its obligations with all of its assets.
2. Members of the Foundation’s bodies, employees of the Foundation, and other persons supporting its activities shall not bear personal financial liability for the Foundation’s obligations.

V. Governing Bodies of the Foundation

§ 15

1. The executive body of the Foundation is the Management Board of the Foundation (hereinafter referred to as the “Management Board”).
2. The fundamental duties of each Management Board member include promoting the Foundation, contributing to fundraising for its operations, assisting in the attainment of its statutory goals, observing the provisions of the Statute, and actively participating in the work of the relevant Foundation body.

§ 16

1. The Management Board manages the activities of the Foundation and represents it externally.
2. The Management Board may consist of one (1) to four (4) members, including the President and Vice President. The Founder may serve on the Management Board.
3. The number of Management Board members and their designated functions within the Board are determined each time by a resolution of the body or entity appointing and dismissing Management Board members.
4. Members of the initial Management Board are appointed by the Founder. Subsequent changes to the composition of the Management Board are made by the Management Board of the Foundation in the form of a Board resolution adopted unanimously. New members of the Management Board, replacing persons who have ceased to hold office or appointed to expand the composition of the Board, are appointed by the Management Board through co-optation, by a unanimous resolution of the Board.
5. A person convicted by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime cannot be a member of the Management Board.
6. Members of the Management Board are appointed for a five-year term of office.
7. A member of the Management Board may be dismissed at any time without the need to provide grounds for the decision or state reasons.
8. The position of a Management Board member may be held for multiple terms.
9. The mandate to hold office on the Management Board expires as a result of:
   1. loss by the Management Board member of legal capacity or public rights,
   2. adoption of a resolution dismissing the Management Board member,
   3. submission by the Management Board member of a written resignation from the Board, addressed to the Founder,
   4. death of the Management Board member,
   5. occurrence of circumstances provided for by law leading to the expiry of the mandate.
10. The Management Board undertakes all necessary measures for the proper and effective implementation of the statutory objectives of the Foundation.
11. Each member of the Management Board has the right and duty to manage the affairs of the Foundation. The provisions on mandates (zlecenie) shall apply accordingly to the legal relationship between a Board member and the Foundation.
12. Members of the Management Board may receive remuneration for the performance of their duties. The amount of remuneration and the method of employment of Management Board members are determined by the Management Board by a unanimous resolution. If necessary, the Management Board shall designate in the resolution two other Board members to represent the Foundation in concluding the relevant contract with the respective Board member.

§ 17

1. The Management Board deliberates at meetings convened as needed by the President of the Management Board. A meeting may take the form of an in-person gathering or be held using means of direct remote communication. Meetings are chaired by the President of the Management Board.
2. A meeting of the Management Board may be held without formal convocation if all members of the Management Board are present and no one objects to the holding of the meeting or the agenda.
3. The Management Board makes decisions in the form of resolutions. Resolutions of the Management Board are adopted by a simple majority of votes in the presence of at least half of the Board members; if the number of Board members is odd, the number of members present must exceed the number of absent members. Each member of the Management Board has one vote. For resolutions of the Board to be valid, the presence of the President or the Vice President is required.
4. In the case of resolutions concerning members of the Management Board, the member concerned shall not participate in the vote on that resolution, and the majority of votes and quorum requirement are determined excluding that member.
5. The Founder’s proxy or the Founder in person may participate in Board meetings without voting rights. The exclusion of voting rights does not apply to a Founder who is a member of the Management Board.
6. At the invitation of the President, officers of organisational units of the Foundation, external experts, or other persons supporting the Foundation’s activities may also participate in Board meetings without voting rights.

§ 18

To represent the Foundation, including making declarations regarding property rights and obligations of the Foundation in matters exceeding the value of PLN 10,000.00 (ten thousand Polish zlotys), the joint action of two members of the Management Board is required; in matters of a value equal to or less than PLN 10,000.00 (ten thousand Polish zlotys), each member of the Management Board represents the Foundation individually.

§ 19

1. The competence of the Management Board includes all matters not reserved to the competence of other Foundation bodies or to the competence of the Founder, in particular:
   1. determining the directions of activity and development of the Foundation,
   2. preparing operational plans of the Foundation,
   3. preparing financial plans and the budget of the Foundation,
   4. administering the assets of the Foundation,
   5. establishing and maintaining contacts and cooperation with other domestic and foreign institutions and organisations,
   6. adopting resolutions on joining other entities as well as establishing them,
   7. delegating representatives to the governing bodies of other organisations operating therein pursuant to contracts and agreements entered into by the Foundation,
   8. approving logos and designs of seals used by the Foundation,
   9. establishing awards, diplomas, badges, and distinctions,
   10. appointing and dismissing proxies to manage a separate sphere of matters within the Foundation’s responsibilities,
   11. establishing and dissolving organisational units of the Foundation to carry out assigned tasks and ensuring compliance of their operations with the provisions of the Statute,
   12. defining competencies and operational rules, as well as providing substantive, organisational, and financial supervision over the activities of established organisational units of the Foundation,
   13. adopting internal regulations governing the work of the Management Board and organisational units of the Foundation,
   14. establishing and terminating employment relationships with employees of the Foundation and determining their remuneration,
   15. informing the Council of the directions of its actions and adopted resolutions, and submitting annual activity reports of the Foundation to the Council,
   16. drafting and adopting annual reports on the Foundation’s activities,
   17. other actions provided for by remaining provisions of the Statute or generally applicable laws.

§ 20

The competence of the Founder includes:

1. expressing opinions on matters submitted by the Management Board,
2. submitting proposals for structural and programmatic changes as well as new forms of activity and development for the Foundation,
3. submitting requests to the Management Board for the recognition of individuals and institutions that have contributed in an exceptional way to the development and enhancement of the Foundation’s assets,
4. monitoring finances and the method of managing the Foundation’s assets,
5. the right to inspect all documents related to the activities of the Foundation,
6. the right to demand explanations from the Management Board regarding the activities of the Foundation and demand responses to submitted inquiries,
7. other actions provided for by remaining provisions of the Statute or generally applicable laws.

VI. Amendments to the Statute

§ 21

1. Amendments may be introduced to the content of the Statute.
2. The decision to introduce amendments to the content of the Statute may be made exclusively by the Founder by means of a written resolution.
3. The consolidated text of the Statute following amendments is established and executed by the Management Board of the Foundation.
4. Amendments to the statute may also concern changing the objectives of the Foundation’s activities.

VII. Merger with Another Foundation

§ 22

1. The Foundation may merge with another foundation. The resolution on the merger is adopted by the Management Board by a majority of ¾ (three-fourths) of votes in the presence of at least ¾ (three-fourths) of the members of the Management Board.
2. A merger cannot take place if, as a result, the objectives of the Foundation could undergo material changes or if the Founder opposes it.

VIII. Liquidation of the Foundation

§ 23

1. The Foundation is subject to liquidation upon achieving the purpose for which it was established, or in the event of exhaustion of financial resources and assets of the Foundation.
2. The decision on the liquidation of the Foundation is made by the Founder by means of a resolution.
3. Members of the Management Board shall act as liquidators of the Foundation.
4. The provisions governing the Management Board of the Foundation apply accordingly to the representation of the Foundation and the conduct of its affairs by the liquidators.
5. Assets remaining after the liquidation of the Foundation may be transferred exclusively to organisations operating within the territory of the Republic of Poland with objectives close to the statutory goals of the Foundation. A resolution to this effect is adopted by the liquidators.

IX. Final Provisions

§ 24

In the event of the Founder’s death, their heirs shall succeed to their rights and obligations and must submit a written declaration to the Foundation designating one representative to exercise the rights and obligations of the Founder on behalf of all heirs. The declaration must be in writing with officially certified signatures. Until such declaration is submitted, the rights and obligations of the Founder shall be exercised by the President of the Management Board, and in the event of a vacancy in this position – by the Vice President of the Management Board.

§ 25

1. The Foundation maintains financial management and accounting records in accordance with the regulations set forth by applicable Polish law.
2. The Foundation submits an annual report on its activities for the preceding calendar year to the minister competent for the objectives of the Foundation.
3. In matters not regulated in this Statute, applicable provisions of Polish law shall apply, in particular the provisions of the Act on Foundations.