Rules of Procedure of the Advisory Board

1. These Rules of Procedure of the Advisory Board, hereinafter referred to as the "Rules", set out the detailed rules and criteria for appointing members of the Advisory Board and the organisation of its work.
2. The Rules were adopted on the basis of § 14 para. 6 of the Statutes of the Foundation "Institute for the Development and Promotion of Aviation" (the "Statutes") and of the Act of 6 April 1984 on foundations (Journal of Laws of 2023, item 166, as amended).
3. In matters not covered by the Rules, the provisions of the Statutes and generally applicable law apply.

The terms used in the Rules mean:

1. Foundation - the Foundation "Institute for the Development and Promotion of Aviation", with its registered office in Warsaw;
2. Statutes - the Statutes of the Foundation "Institute for the Development and Promotion of Aviation";
3. Founders - the persons who established the Foundation (Marcel Kotas and Andrzej Korasiak) and, as regards the succession of powers, the person or body designated in § 10 of the Statutes;
4. Management Board - the Management Board of the Foundation;
5. Board - the Advisory Board of the Foundation;
6. Chair - the Chair of the Advisory Board;
7. Member of the Board - a person appointed to the Advisory Board by resolution of the Founders;
8. Working Group - an expert team set up under Chapter VI of the Rules to carry out a specific substantive task.

1. The Advisory Board is a consultative and advisory body of the Foundation within the meaning of § 14 para. 1 of the Statutes.
2. Under § 14 para. 5 of the Statutes, the tasks of the Advisory Board are:
   1. setting the main substantive directions of the Foundation's activity,
   2. giving opinions on the annual reports of the Management Board,
   3. providing expert advice to the Management Board on strategic aviation projects.
3. Should the circumstances set out in § 10 para. 1 of the Statutes arise (the death of both Founders, their permanent loss of capacity to perform acts in law, or their written resignation), the Advisory Board takes over all powers vested in the Founders on the terms set out in the Statutes.

1. The Advisory Board has no fewer than 5 members, including the Chair of the Board.
2. There is no upper limit on the number of members of the Board.
3. The Founders may enlarge the Board at any time by appointing new members.

1. Members of the Advisory Board and the Chair of the Board are appointed by the Founders by resolution, in accordance with § 14 para. 3 of the Statutes.
2. An appointment is made for a period of one year (a term of office).
3. The resolution on appointment states:
   1. the name of the member being appointed,
   2. the date on which the term of office begins,
   3. any function held on the Board (Chair).
4. An appointment takes effect on the date indicated in the resolution or, if no date is indicated, on the date the resolution is adopted.
5. A member of the Board submits a declaration accepting the function and confirming that they meet the requirements set out in § 7. The declaration may be submitted in writing or in documentary form, including through an electronic form made available by the Foundation. A declaration submitted through an electronic form to which access is secured by an individual, single-use invitation identifier assigned to the person making the declaration is treated as satisfying documentary form within the meaning of Article 77(2) of the Civil Code.
6. The declaration referred to in paragraph 5 may be submitted before the resolution on appointment is adopted, in response to an invitation from the Foundation to join the Advisory Board. In that case the declaration takes effect when the person is appointed by resolution of the Founders, and its validity depends on that resolution being adopted. If the resolution on appointment is not adopted within 3 months of the declaration being submitted, the declaration expires.
7. The Foundation records and stores the content of the declaration together with the data needed to identify the person who made it and the date and time it was made. From a declaration submitted in documentary form the Foundation produces a document recording its content and metadata, which is added to the records of the Board and archived in accordance with § 32.

1. The term of office of a member of the Advisory Board is one year (in accordance with § 14 para. 3 of the Statutes).
2. The term of office begins on the date indicated in the resolution on appointment and ends one year from that date.
3. There is no limit on the number of consecutive terms. A member of the Board may be appointed for further terms without limit.

1. A member of the Advisory Board may be a natural person with full capacity to perform acts in law.
2. A person convicted by a final judgment of an intentional offence prosecuted ex officio or of a fiscal offence may not be a member of the Board.
3. A member of the Advisory Board may not at the same time be a member of the Management Board of the Foundation.
4. A member of the Board is required to disclose to the Management Board any professional, organisational or financial connections that might affect the impartiality of their opinion, in accordance with § 14 para. 7 of the Statutes.

1. Membership of the Advisory Board ends on:
   1. expiry of the term of office without appointment for a further term,
   2. written resignation submitted to the Chair or to the Management Board,
   3. the death of the member,
   4. permanent loss of capacity to perform acts in law,
   5. final conviction of an offence referred to in § 7 para. 2,
   6. dismissal by the Founders by resolution.
2. A resignation or dismissal takes effect when the relevant declaration is delivered to the Founders, to the Chair or to the member being dismissed, as the case may be.

1. The Advisory Board holds at least two meetings in each calendar year:
   1. a spring meeting - devoted in particular to giving an opinion on the annual report of the Management Board for the previous year;
   2. an autumn meeting - devoted in particular to setting the substantive directions of the Foundation's activity for the following year.
2. Additional meetings of the Board are convened:
   1. on the initiative of the Chair,
   2. at the request of the Management Board of the Foundation,
   3. at the written request of at least 1/3 of the members of the Board.
3. The Chair informs the Management Board of the Foundation of every meeting of the Board immediately after it is convened, on the same terms as apply to notifying members of the Board (§ 11). Together with the notification, the Management Board receives the draft agenda and the materials provided to members of the Board.
4. At least one member of the Management Board of the Foundation takes part in meetings of the Board. This applies equally to meetings held in person, remotely and in hybrid form.
5. Members of the Management Board taking part in a meeting of the Board have the right to speak in the discussion of every item on the agenda, to give explanations and to present the position of the Management Board. Members of the Management Board have no right to vote in votes of the Board.
6. Where no member of the Management Board is objectively able to attend on the date of a meeting, the Chair, in agreement with the Management Board, sets a new date for the meeting or - in matters that do not require the presence of the Management Board, and with its consent - continues the meeting, recording that fact in the minutes.

1. Meetings of the Advisory Board may be held:
   1. in person - at a place designated by the Chair;
   2. remotely - using means of direct distance communication, in particular videoconferencing;
   3. in hybrid form - combining attendance in person with remote participation.
2. Participation in a meeting remotely or in hybrid form carries the same rights as attendance in person and counts towards the quorum.
3. The Chair decides the form of a meeting, taking into account the nature of the matters to be discussed and the availability of members of the Board.

1. Meetings are convened by the Chair of the Board by a notification sent to each member of the Board at the email address indicated by that member.
2. Notification of a meeting is delivered no later than 14 days before the date of the meeting.
3. The notification contains:
   1. the date, time and form of the meeting,
   2. the place of the meeting (for meetings held in person or in hybrid form) or the access details (for remote meetings),
   3. the draft agenda,
   4. information about the meeting materials.
4. Materials on the matters covered by the agenda are delivered to members of the Board no later than 3 days before the date of the meeting, and materials prepared by the Chair no later than 7 days before that date.
5. In urgent and particularly justified cases the Chair may shorten the periods set out in paragraphs 2 to 4, informing members of the Board of this and giving reasons.

1. The draft agenda is prepared by the Chair, taking into account requests from the Management Board and written requests from members of the Board submitted no later than 7 days before the date of the meeting.
2. The agenda is approved by the Board at the start of the meeting by a vote.
3. Adding items to the agenda during a meeting requires the consent of a majority of the members of the Board present.

1. During a meeting any member of the Board may submit a procedural motion in one of the following categories:
   1. to suspend, adjourn or close the meeting;
   2. to close the discussion of an item on the agenda;
   3. to proceed to a vote without discussion;
   4. to change the agenda during the meeting.
2. A procedural motion must be supported by reasons.
3. A procedural motion is decided by the Board by a vote, by a simple majority. A motion to close the discussion does not deprive members who have already asked to speak of the right to do so.

1. Under § 14 para. 4 of the Statutes, resolutions of the Advisory Board are adopted by a simple majority of votes in the presence of at least half of its members.
2. Members taking part in a meeting in person, remotely and in hybrid form all count towards the quorum.
3. Where a conflict of interest is declared under § 18, the member of the Board concerned does not count towards the quorum for the particular resolution to which the conflict relates.

1. Voting on resolutions of the Board is open.
2. The Chair orders a secret ballot at the request of a member of the Board in matters concerning individuals.
3. Resolutions of the Board are adopted by a simple majority of votes.
4. In the event of a tie, the Chair has the casting vote (in accordance with § 14 para. 4, second sentence, of the Statutes).
5. In the absence of the Chair, their powers, including the casting vote, are exercised by a member of the Board designated by the Chair or, if no such designation has been made, by the oldest member of the Board present.
6. A member of the Board may vote "in favour", "against" or "abstain".
7. An abstention counts towards the quorum but does not count as a vote either in favour of or against the resolution.

1. Between meetings the Board may adopt resolutions by written procedure, in particular in matters that do not require discussion.
2. The written procedure is ordered by the Chair by sending to members of the Board at their email addresses:
   1. the draft resolution together with reasons,
   2. any materials needed to take the decision,
   3. the deadline for casting a vote.
3. The deadline for casting a vote is 7 days from delivery of the draft resolution. If a member does not cast a vote within that period, the Chair sends a reminder with a further period of 7 days.
4. After the period referred to in the second sentence of paragraph 3 has passed, a member who has not cast a vote is treated as "not having voted". Such a vote does not count towards the quorum for that resolution.
5. A member of the Board confirms receipt of the draft resolution by email. If receipt is not confirmed within 48 hours, the Chair must contact the member again, by telephone or through another available channel.
6. A resolution adopted by written procedure is adopted by a simple majority of the votes cast within the deadline, provided that the quorum requirement set out in § 14 is met (at least half of the members of the Board must cast a vote).
7. A resolution adopted by written procedure enters into force on the day the period expires in which votes meeting the requirements of paragraph 6 were cast.

1. Meetings of the Board held remotely or in hybrid form (§ 10 para. 1 points b and c) are conducted using means of electronic communication, in particular videoconferencing, which allow:
   1. all participants in the meeting to communicate with one another simultaneously in real time,
   2. participants to be identified,
   3. the course of the meeting to be recorded to the extent needed to draw up the minutes.
2. The Chair chooses the particular communication tool (for example Zoom, Microsoft Teams or Google Meet).
3. Voting during a remote or hybrid meeting is open and takes place by declaring one's vote in real time; a secret ballot requires a tool that allows votes to be recorded anonymously.

1. Every member of the Advisory Board is required to declare to the Chair - at the start of the meeting or immediately upon learning that the circumstances have arisen - any conflict of interest in matters covered by the agenda.
2. A conflict of interest arises in particular from:
   1. personal interests (the member or a person close to them may gain a benefit or suffer a loss as a result of the decision),
   2. professional interests (the matter concerns the member's employer, contractor or client),
   3. financial interests (the member holds shares or other property rights in the entity to which the matter relates),
   4. organisational interests (the member holds office in the governing bodies of the entity to which the matter relates).
3. A declared conflict of interest is recorded in the minutes of the meeting.

1. A member of the Board who has declared a conflict of interest in a given matter is excluded from voting on the resolution in that matter.
2. A member excluded from voting does not count towards the quorum for that resolution.
3. A member excluded from voting retains the right to take part in the discussion of the matter, unless the Board decides otherwise.
4. Any dispute as to whether a conflict of interest exists is decided by the Board by a vote, without the participation of the member concerned.

1. The full composition of the Advisory Board, together with information on the professional and organisational functions held by each member, is published on the official website of the Foundation.
2. The composition of the Board and the information on connections are updated immediately after every change.
3. Documents and positions of the Foundation prepared by Working Groups carry a clear statement of the composition of the group and of the interests it represents, in accordance with § 14 para. 7 of the Statutes.

1. The Advisory Board and the Management Board may each, acting independently, set up a Working Group or an Expert Team to work on a particular substantive matter or to prepare a report, position, opinion or recommendation within the scope of the Foundation's tasks.
2. A Working Group is set up by a resolution of the relevant body (the Board or the Management Board), specifying:
   1. the name and purpose of the Group,
   2. the composition of the Group (leader and members),
   3. the scope of its tasks,
   4. the date by which its work is to be completed.

1. A Working Group consists of a leader and at least two members.
2. The leader of a Group set up by the Board must be a member of the Advisory Board.
3. The leader of a Group set up by the Management Board may be a member of the Advisory Board, a member of the Management Board or a person from outside those bodies.
4. Members of a Group may be members of the Board, members of the Management Board and persons from outside those bodies who have the relevant expertise.

1. A Working Group is set up for a fixed period, as long as is needed to achieve its purpose, but no longer than 12 months.
2. The period of a Group's work may be extended by a resolution of the body that set it up, at the justified request of the leader of the Group.
3. A Working Group is dissolved:
   1. on the completion date indicated in the resolution setting it up,
   2. on the date the body that set it up accepts the results of its work,
   3. upon adoption of a resolution to dissolve it.

1. The Management Board informs the Advisory Board of every Working Group it sets up:
   1. at the next meeting of the Board, or
   2. immediately, by electronic notification to the Chair.
2. The notification contains the information referred to in § 21 para. 2.

1. Experts who are not members of the Board or of the Management Board and who take part in the work of a Working Group may receive remuneration under civil law contracts concluded by the Foundation.
2. The terms of remuneration of experts are agreed individually, taking into account market rates for expert work and the principle of managing the assets of the Foundation prudently.

1. Every document prepared by a Working Group carries:
   1. a list of the members of the Group by name,
   2. information on the interests they represent and on their professional, organisational and financial connections,
   3. the date the document was produced.
2. The information referred to in paragraph 1 is given both in the version published publicly and in correspondence with public administration bodies and other recipients of the Foundation's positions.

1. Membership of the Advisory Board is held on a voluntary basis, without remuneration for membership itself.

1. Members of the Board are entitled to reimbursement of reasonable costs incurred in connection with holding office, in particular:
   1. travel costs,
   2. accommodation costs,
   3. parking costs,
   4. the cost of telephone calls and electronic communication,
   5. other reasonable expenses approved by the Management Board.
2. Costs are reimbursed on the basis of a written or electronic request from the member of the Board, accompanied by documents confirming that the expenses were incurred.
3. The Management Board of the Foundation considers a request for reimbursement within 30 days of its delivery.

1. A member of the Advisory Board may carry out specific expert work for the Foundation (reports, opinions, analyses, substantive projects) under separate civil law contracts.
2. The contracts referred to in paragraph 1 are concluded independently of membership of the Board and do not constitute remuneration for holding office as a member of the Board.
3. Remuneration under civil law contracts is agreed individually, taking into account market rates for similar work and the principle of managing the assets of the Foundation prudently. The Rules set no upper limit on the amount.
4. A contract with a member of the Board is concluded by the Foundation represented by the Management Board. The provisions of § 11 para. 5 of the Statutes (on the representation of the Foundation in contracts with members of the Management Board) apply accordingly.

1. Minutes are drawn up of every meeting of the Advisory Board.
2. The minutes contain:
   1. the sequential number and date of the meeting,
   2. the place of the meeting and its form (in person, remote, hybrid),
   3. a list of the members of the Board present and of invited guests,
   4. the names of the Chair and of the Secretary of the meeting,
   5. the approved agenda,
   6. a summary of the discussion of each item on the agenda,
   7. the wording of any procedural motions submitted and how they were decided,
   8. the wording of the resolutions adopted together with the voting results (the number of votes "in favour", "against", "abstained" and "did not vote"),
   9. information on any conflicts of interest declared and how they were resolved,
   10. the time the meeting opened and closed.
3. The minutes are signed by the Chair and the Secretary of the meeting.
4. The minutes of a meeting of the Board are sent to members of the Board for approval within 14 days of the meeting.
5. Comments on the minutes are submitted to the Chair within 7 days of receiving them.

1. The function of Secretary of the Advisory Board is held by a member of the Board designated by the Chair for the term of office.
2. Where necessary, the Board may appoint a Secretary from outside its own membership, who has no right to vote at meetings.
3. The tasks of the Secretary are:
   1. drawing up the minutes of meetings,
   2. keeping the records of resolutions of the Board,
   3. supporting the Chair in organising meetings and votes by written procedure.

1. The records of the Board's work, including the minutes of meetings, resolutions, conflict of interest declarations and correspondence under the written procedure, are archived by the Foundation for 10 years from the date they were produced.
2. Once the period referred to in paragraph 1 has passed, the Management Board decides whether to archive the documents further or to destroy them, having regard to generally applicable law.

1. In matters not covered by these Rules, the following apply:
   1. the provisions of the Statutes of the Foundation,
   2. the Act of 6 April 1984 on foundations,
   3. other generally applicable law.

1. Amendments to the Rules are adopted by the Founders by resolution, in accordance with § 14 para. 6 of the Statutes.
2. A request to amend the Rules may be submitted by:
   1. the Advisory Board, by resolution,
   2. the Management Board of the Foundation, by resolution,
   3. either Founder acting alone.

1. The Rules enter into force on the date the Founders adopt the resolution approving them.
2. On the date the Rules enter into force, all earlier arrangements concerning the organisation of the work of the Advisory Board cease to apply.