Statute


Statute of Charity Foundation “Z serca dla serca”

Consolidated text as of 22.11.2013

Chapter I

General provisions

§ 1

  1. Charity Foundation under the name “Z serca dla Serca”, hereinafter referred to as the Foundation, established by: Karol Czernecki, hereinafter referred to as the Founder, based on the notarial deed prepared by Notary Public Grażyna Krępa at the notarial office in Stalowa Wola, ul. Rynek 16/1A, as of 21 November 2013 (Repertory A No.: 3562/2013). The Foundation provides its activity based on the act of 6 April 1984 on foundations (Journal of Laws of 1991 No. 46 item 203) and this Statute.
  2. The deed establishing the Foundation constitutes attachment No. 1 to the Statute.

§ 2

  1. The Foundation provides its activity under the name: Foundation “Z serca dla Serca”. The name of the Foundation is proprietary.
  2. The Foundation can use its distinguishing graphic sign which is proprietary and the copyright to which is held by the Foundation (attachment No. 2 to this Statute).
  3. The Foundation has legal personality as of the moment of its registration in the National Court Register.

§ 3

The seat of the Foundation is Kępie Zaleszańskie (Stalowowolski poviat).

The Foundation is established for an indefinite time. The activity of the Foundation is supervised by the Minister of Labour and Social Policy.

§ 4

  1. The area of activity of the Foundation is the territory of the Republic of Poland, whereas in the scope necessary for proper implementation of objectives, it can provide its activity also outside the borders of the Republic of Poland.

  2. For the purposes of foreign cooperation, the Foundation can use a translation of its name in selected foreign languages.

  3. In the scope necessary for the implementation of statutory objectives, the Foundation can employ staff based on civil law agreements upon the decision of the Management Board of the Foundation after consultation with the Foundation Council.

Chapter II

Objectives and rules of activity of the Foundation

§ 5

The objectives of the Foundation are as follows:

  1. charity activity,

  2. protection and promotion of health,

  3. social education,

  4. promotion and organisation of voluntary services,

  5. promotion and development of palliative-hospice care of the ill,

  6. support of ill persons and persons with disabilities,

  7. construction of a specialised facility,

§ 6

The Foundation implements its objectives through:

  1. Construction of a specialised medical facility,

  2. Support and maintenance of contact with both persons with disabilities or ill persons and their families,

  3. Organisation of fundraisers,

  4. Obtaining permanent and occasional sponsors,

  5. Organisation of festivals, events, competitions, workshops, exhibitions,

  6. Organisation of the Volunteers’ Gala,

  7. Organisation of other actions supporting volunteer services, promotion of health, and education,

  8. Promotion of education and the idea of integration of the circles of palliative-hospice care,

  9. Popularisation the idea of voluntary work,

  10. Obtaining donations and grants for the statutory activity from public institutions, companies, and private persons,

  11. Co-financing social assistance for ill persons, particularly medicines for such persons, and other goods for the facilitation of everyday life,
  12. Activity for ill persons and persons with disabilities.

§ 7

For the purpose of reaching its objectives, the Foundation can support the activity of other persons and institutions in line with its objectives.

Chapter III

Assets and revenue of the Foundation

§ 8

The assets of the Foundation comprise its foundation capital to the amount of —-500.00—– (five hundred) PLN, and other property obtained by the Foundation in the course of its activity.

§ 9

Revenues of the Foundation can particularly come from:

  1. donations, inheritance, subscriptions,

  2. subsidies and subventions, and grants,

  3. income from fundraisers and public events,,

  4. income from festivals, competitions, and auctions,

  5. extra funds granted by relevant authorities,

§ 10

  1. Income from subsidies, subventions, inheritance, and subscriptions can be used for the implementation of the objectives of the Foundation based on the free choice of its Management Board, unless the donators specified otherwise.

  2. In the case of appointment of the Foundation for inheritance, its Management Board submits the declaration on the acceptance of the the inheritance including the inventory, but only if at the moment of submitting of such a declaration it is obvious that the inherited assets considerably exceed any possible debt on the legacy.

  3. The entire income obtained by the Foundation will be allocated to the statutory objectives of the Foundation, i.e. for public purposes.

§ 11

  1. The Foundation can establish badges, medals of honour, titles, and diplomas, and grant them together with other awards and distinctions to natural and legal persons and organisational entities without legal personality.
  2. Natural and legal persons as well as organisational entities without legal personality that grant donations or subventions with a value each time or successively exceeding the amount —-10,000.00 PLN—- (ten thousand PLN) within one year receive, provided they express a relevant consent, the honorary title: “Złote Serce” (in English: “Heart of Gold”).
  1. Title: “Złote Serce” is of personal character.

Chapter IV

Authorities of the Foundation.

§ 12

  1. Authorities of the Foundation are:

  1. Founder

  2. Foundation Council,

  3. Management Board of the Foundation.

  1. Members of the Foundation Council receive no remuneration for their participation in the works of the body, with the exception of the reimbursement of documented expenses related to the participation in the works of the bodies, including the costs of travel or delegation.

Chapter V

Founder

§ 13

  1. The competences of the Founder are as follows:

– appointment and dismissal of members of the Management Board of the Foundation,

– appointment and dismissal of members of the Foundation Council,

– examination and approval of reports of the Management Board and Foundation Council, and granting members of the bodies with approval of activity,

– examination and approval of the financial statements and reports of the Foundation.

  1. The Founder takes decisions in the form of written decisions. The Founder can sit on the authorities of the Foundation. In such a case, the competencies of the Founder, except for the appointment and dismissal of members of the Management Board and Foundation Council, are transferred to the Foundation Council.

Chapter VI

Foundation Council.

§ 14

  1. The Foundation Council is composed of 2 to 6 members.

  2. The Foundation Council is appointed by the Founder. Members of the Council can be dismissed at any moment.

  3. The Foundation Council is appointed for terms of office of three years. It is possible to reappoint a given person to sit on the Foundation Council.

  4. Membership in the Foundation Council ceases in the case of a written resignation of the membership, death of a member of the Council, or their dismissal by the Founder.

  5. Membership in the Foundation Council cannot be combined with fulfilling a function in the Management Board of the Council.

  6. The Council selects the Chairman of the Council among its members. The Chairman of the Council manages the works of the Council, provides its external representation, and appoints and chairs Council meetings.

§ 15

  1. The Foundation Council meets at least once a year.

  2. The Foundation Council is appointed by the Chairman of the Council based on own initiative or on written request of the Management Board or the Founder.

  3. The Foundation Council takes decisions in the form of resolutions – based on simple majority of votes. In the case of an equal number of votes, the vote of the Chairman is the deciding vote.

  4. A representative of the Management Board of the Foundation can participate in meetings of the Council.

§ 16

The tasks of the Council are particularly:

  1. Assessment of the work of the Management Board, accepting annual reports and balance sheets, issuing relevant opinions and approvals.

  2. Control of the current activity of the Management Board of the Foundation.

  3. Determination of the main directions of activity of the Foundation.

  4. Supervision over the activity of the Foundation.

  5. Taking decisions, on request of the Management Board of the Foundation, on a merger with another Foundation, or on the liquidation of the Foundation.

  6. Representation of the Foundation towards the Management of Board of the Foundation..

  7. Expressing opinions on matters presented by the Management Board.

§ 17

For the purpose of performing its tasks, the Foundation Council is entitled to:

  1. Demand presentation of all documents concerning the activity of the Foundation by the Management Board,

  2. Perform revisions of the assets and financial control of the Foundation.

Chapter VII
Management Board of the Foundation.

§ 18

  1. The Management Board of the Foundation is composed of 1 to 4 persons, and is appointed by the Founder based on a resolution for a definite or indefinite time. When appointing the Management Board, the Founder appoints the President of the Management Board.

  2. The function of a member of the Management Board can be fulfilled for more than one term of office.

  3. The Management Board passes resolutions based on simple majority of votes in the presence of at least half of its members in the first term, and in the second term regardless of the number of present members. In the case of equal number of votes, the vote of the President of the Foundation is the deciding vote.

§ 19

  1. Members of the Management Board and Foundation Council cannot receive remuneration for fulfilling their functions – they fulfil the functions in the scope of social service

Chapter VIII

Representation

§ 20

  1. The following persons are entitled to submit declarations on behalf of the Foundation:

– President of the Management Board of the Foundation on their own accord,

– Vice President of the Foundation on their own accord,

– two other members of the Management Board of the Foundation.

  1. Will representations on behalf of the Foundation can be submitted by the person authorised by the Management Board.

  2. Declarations submitted to the Foundation can be accepted by one member of the Management Board or an authorised person.

Chapter IX

Amendments to the Statute

§ 21

  1. It is admissible to expand the objectives of the Foundation. Such expansion is based on an amendment to the Statute of the Foundation.
  2. An amendment to the statute of the Foundation occurs based on a written decision of the Founder.
  3. Should the Founder sit on the Management Board of the Foundation, their decision on an amendment to the Statute requires the approval of the Foundation Council.
  4. In the case of death of the Founder, amendments to the Statute, including in the scope of change of objectives of the Foundation, are introduced by the Foundation Council. Also in the case of death of the Founder, the obligation to appoint and dismiss the Foundation Council and members of the Management Board is within the competence of the person appointed by the Founder in the testament, or the Foundation Council based on a resolution by voting, based on obtaining ⅔ of authorised votes.

Chapter X

Final provisions

§ 22

  1. The Foundation can merge with another Foundation for efficient implementation of its objectives.

  2. A merger with another foundation cannot occur if it would result in a considerable change of the objective of the Foundation.

  3. The decision on a merger mentioned in par. 1 is taken by the Founder after consultation with the Management Board, Foundation Council, and Supervisory Body, i.e. Minister of Labour and Social Policy.

Chapter XI XI

Liquidation of the Foundation

§ 23

  1. The Foundation can be liquidated at any moment based on a decision of the Founder after prior consultation with the Foundation Council.

  2. The Foundation is liquidated in the case of exhausting of financial resources and assets of the Foundation.

  3. Liquidators of the Foundation are appointed and dismissed by the Foundation Council.

§ 24

The assets of the Foundation remaining after its liquidation will be transferred to a foundation with similar objectives functioning in the Republic of Poland.

§ 25

  1. The Statute was prepared and signed in 5 identical counterparts
  2. Matters not regulated by the Statute are regulated by provisions of the Act of 06 April 1984 on foundations (consolidated text, Journal of Laws of 1991 No. 46, item 203 with further amendments) and other currently binding legal provisions concerning the activity of foundations.

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This Consolidated Text of the Statute of Foundation “Z serca dla Serca” is prepared by the Founder of the Foundation as of

the twenty second of November two thousand thirteen (22.11.2013).

FOUNDER

(-) Karol Czernecki

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