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Statute

MOCni PoMOCni Foundation

consolidated text of 28 December 2021

entered into the National Court Register on August 31, 2022.

Chapter I

General provisions

 

§ 1

The Foundation under the name "Fundacja MOCni PoMOCni", hereinafter referred to as the "Foundation", was established by a notarial deed of December 4, 2020 - Repertorium A No. 12519/2020 by the will of the following individual founders:

  1. Kinga Dagny Białkowska,

  2. Malwina Katarzyna Burzec,

  3. Urszula WesóÅ‚,

hereinafter referred to as the "Founders".

§ 2

  1. The Foundation has legal personality.

  2. The Foundation is established for an indefinite period.

  3. The Foundation operates on the basis of the provisions of this statute and generally applicable regulations.

§ 3

  1. The headquarters of the Foundation is the town of Karsy in the Konin district in the Greater Poland Voivodeship.

  2. The Foundation operates in the Republic of Poland and abroad.

§ 4

  1. The Foundation may use a distinctive graphic or word-graphic symbol as well as equivalents of its name in foreign languages.

  2. The Foundation uses a seal containing its name, address, NIP and REGON.

§ 5

The Foundation is supervised by the minister responsible for education and upbringing. 

​

Chapter II

Objectives and forms of operation of the Foundation

§ 6

The purpose of the Foundation is:

  1. activities in the field of social assistance to equalize opportunities for children and young people with a difficult start in life, from pathological environments or economically, socially and culturally neglected areas, in particular:

  1. identifying patterns of behavior and building valuable, supportive social relationships,

  2. strengthening the self-esteem and dignity of children and young people,

  3. stimulating motivation to learn,

  4. developing a sense of agency and influence on shaping one's own life,

  5. supporting the child in determining their own predispositions and determining their further education path,

  6. shaping an open attitude towards the world and other people, activity in social life, responsibility for one's own situation and for the community,

  7. motivating children and young people to take actions for the local environment,

  8. building in children and young people the feeling that everyone is important and has their own story to tell;

  1. activities supporting the development of communities and local communities;

  2. activities for the development of civil society;

  3. activities supporting the development of entrepreneurship;

  4. promotion and organization of volunteering;

  5. charity work.

§ 7

  1. The Foundation pursues its goals in particular through:

  1. developing support programs for children and youth with a difficult start in life;

  2. conducting activities supporting children and young people using electronic means of communication;

  3. initiating and supporting activities of children and youth for the local environment;

  4. coordinating and supporting the work of volunteers;

  5. organizing training, workshops and lectures to achieve statutory goals;

  6. organizing cultural, outdoor and promotional events to achieve statutory goals;

  7. cooperation with organizations with a similar business profile.

  1. The Foundation also pursues its statutory goals through membership in organizations associating Polish and foreign foundations, with statutory goals consistent with or identical to the goal of the Foundation.

  2. As part of the implementation of its statutory objectives, the Foundation may initiate proceedings and join proceedings pending before judicial and public administration bodies as a social organization in the manner and under the principles specified in applicable law.

  3. The activities specified in this paragraph are conducted in the sphere of public benefit activities and may be conducted as unpaid or paid activities. Income from paid activities is used solely to achieve statutory goals.

  4. The Foundation conducts business activities in accordance with the provisions of § 20 section 3-5 of this Statute.  


Chapter III

Foundation's assets

§ 8

  1. The assets of the Foundation constitute the founding fund, which consists of a cash contribution made by the Founders in the amount of PLN 600 (six hundred zlotys).

  2. Each Founder will donate PLN 200 (two hundred zlotys) to the founding fund.

  3. The Foundation's assets also include financial resources, movable and immovable property acquired by the Foundation in the course of its activities.

  4. The Foundation obtains its assets in particular from:

  1. donations, inheritances, bequests,

  2. grants and subsidies from legal entities,

  3. income from public collections,

  4. bank interest,

  5. income from movable and immovable property and property rights,

  6. income from business activities.

§ 9

If the Foundation is appointed to inherit, the Foundation may submit a declaration of acceptance of the inheritance with the benefit of inventory in the event of doubts regarding the inheritance debts.

§ 10

The Foundation is liable for its obligations with all its assets.

§ 11

The Foundation's assets are used exclusively to achieve the Foundation's statutory goals.


Chapter IV

Foundation bodies

§ 12

  1. The bodies of the Foundation are:

  1. Management Board – management body;

  2. Foundation Council – the body supervising the activities of the Foundation.

  1. Members of the Foundation's Council cannot be members of the Management Board or be married, cohabiting, consanguineous, related or subordinate to members of the Management Board.

  2. Persons convicted by a final judgment of an intentional crime prosecuted by public indictment or a fiscal offense cannot be members of the Foundation's bodies.

  3. Members of the Foundation's bodies perform their functions on a voluntary basis and do not receive remuneration for this, with the exception of members of the Management Board employed in the Foundation under an employment contract or a civil law contract.


§ 13
 

  1. The management board consists of at least three people and no more than five people.

  2. A member of the Management Board may be a natural person with full legal capacity, including each of the Founders.

  3. The term of office of the Foundation's Management Board is one year.

  4. The composition of the Foundation's Management Board is appointed by the Founders by way of a resolution by a 2/3 majority of votes.

  5. The next composition of the Management Board should be elected no later than 30 days before the expiry of the term of office of the current composition of the Management Board.

  6. Membership in the Management Board ceases in the event of:

  1. expiry of the term of office of a given Management Board member;

  2. waivers;

  3. cancellations by the Founders;

  4. death of a member of the Management Board.

  1. If, as a result of termination of membership in the Management Board during his term of office, the composition of the Management Board is less than the minimum number of members indicated in section 1 above, the Founders supplement the composition of the Management Board by way of a resolution by a 2/3 majority of votes, appointing persons to it in the number required in section 1 above. The composition of the Management Board should be supplemented no later than 30 days from the date of termination of the membership of the current Management Board members. 

  2. The Management Board elects the President of the Management Board from among its members. The President of the Management Board manages the work of the Management Board, chairs the Management Board meetings and represents it externally.

§ 14
 

  1. The Foundation's Management Board manages its activities and represents it externally.

  2. The competences of the Management Board include:

  1. submitting declarations of will on behalf of the Foundation;

  2. managing the Foundation's assets;

  3. accepting donations, inheritances, bequests, grants and subsidies;

  4. developing annual and multi-year action plans of the Foundation;

  5. determining the division of work between members of the Management Board;

  6. preparing a report on the Foundation's activities;

  7. adopting resolutions on changing the Foundation's statute, after the draft resolution has been approved by the Foundation Council;

  8. adopting resolutions on the merger or liquidation of the Foundation after the draft resolution has been approved by the Foundation Council;

  9. making decisions on all matters not transferred to the competence of other bodies.


§ 15
 

  1. Meetings of the Management Board are held when necessary, at least once a month.

  2. Meetings of the Management Board are held in person or remotely via electronic means of communication.

  3. Meetings of the Management Board are convened by the President and notify the Management Board members thereof no later than 7 days and no earlier than 14 days before the planned date of the meeting. Notices about the Management Board meeting are sent via electronic means of communication, and if they cannot be used - by letter with acknowledgment of receipt.

  4. Resolutions of the Management Board are adopted at meetings attended by at least half of the Management Board members, and each Management Board member has been properly notified of the date of the meeting.

  5. Resolutions of the Management Board are adopted by a simple majority of votes of the members present at the meeting, unless the provisions of the statute or the provisions of generally applicable law provide otherwise. The Management Board adopts resolutions in person or via electronic means of communication. In case of equality of votes, the President's vote is decisive.

  6. Members of the Foundation Council may participate in Management Board meetings with an advisory vote.

  7. Minutes are kept of the Management Board meeting.

§ 16
 

  1. The Foundation Council consists of at least three people and no more than nine people.

  2. A member of the Foundation Council may be:

  1. a natural person with full legal capacity, including each of the Founders,

  2. a legal person that has one vote and acts through persons authorized to represent it.

  1. The term of office of the Foundation Council is three years.

  2. The composition of the Foundation Council is appointed by the Founders by way of a resolution by a 2/3 majority of votes.

  3. The next composition of the Foundation Council should be elected no later than 30 days before the end of the term of office of the current composition of the Foundation Council.

  4. Membership in the Foundation Council ceases in the event of:

  1. expiry of the term of office of a given member of the Foundation Council;

  2. waivers;

  3. cancellations by the Founders;

  4. death (in the case of natural persons) or liquidation (in the case of legal persons) of a member of the Foundation's Council.

  1. If, as a result of termination of membership in the Foundation Council during its term of office, the composition of the Council is less than the minimum number of members indicated in section 1 above, the Founders supplement the composition of the Council by way of a resolution by a 2/3 majority of votes, appointing to it the number of persons required in section 1 above. The composition of the Council should be supplemented no later than 30 days from the date of termination of the membership of the current members of the Foundation Council.

  2. The Foundation Council elects the Chairman and Vice-Chairman from among its members. The Chairman of the Council manages the work of the Council, chairs its meetings and represents it externally. The Vice-Chairman of the Council replaces the Chairman upon his written authorization or immediately after receiving information that the Chairman's membership in the Council has ceased or that he is actually unable to perform this function.


§ 17
 

  1. The Foundation Council is a control, supervisory, opinion-giving and initiative body.

  2. The competences of the Foundation Council include:

  1. determining the directions of the Foundation's activities together with the Management Board;

  2. approving the Foundation's action plans;

  3. conducting inspections of the Foundation's substantive and financial activities, in particular the right to inspect all documents regarding the Foundation's activities, requesting written or oral explanations from members of the Management Board, and participating in Management Board meetings;

  4. considering and approving reports on the Management Board's activities and granting discharge to the Management Board;

  5. concluding employment contracts with members of the Management Board;

  6. acceptance of resolutions proposed by the Management Board on changes to the Foundation's statute;

  7. acceptance of the Management Board's proposals resolutions on the merger or liquidation of the Foundation.


§ 18
 

  1. The Foundation Council exercises its competences through resolutions it adopts at meetings of the Foundation Council.

  2. In order to implement the competences specified in § 17 section 2 points 3 The Foundation Council may, in the form of a resolution, select persons from among its members to carry out a given task.  

  3. Meetings of the Foundation Council are held at least twice a year.

  4. Meetings of the Foundation Council are held in person or remotely via electronic means of communication.

  5. Meetings of the Foundation Council are convened by its Chairman and notify the Council members thereof no later than 14 days and no earlier than 30 days before the planned date of the meeting. Notices about meetings of the Foundation Council are sent via electronic means of communication, and if they cannot be used - by letter, with acknowledgment of receipt.

  6. Resolutions of the Foundation Council are adopted at meetings attended by at least half of the Council members, and each Council member has been properly notified of the date of the meeting.

  7. Resolutions of the Foundation Council are adopted by a simple majority of votes of the members present at the meeting, unless the provisions of the statute or provisions of generally applicable law provide otherwise. The Council adopts resolutions in person or via electronic means of communication. In case of equality of votes, the vote of the Chairman of the Foundation's Council is decisive.

  8. Members of the Management Board may participate in meetings of the Foundation Council with an advisory vote.

  9. Minutes are kept of the meetings of the Foundation Council.

§ 19
 

  1. Declarations of will on behalf of the Foundation in matters not involving incurring financial obligations may be submitted independently by each member of the Management Board.

  2. Declarations of will on behalf of the Foundation in matters involving incurring financial liabilities on behalf of the Foundation are made by two members of the Management Board acting jointly, with the exception of financial liabilities up to PLN 1,000, which may be incurred by each member of the Management Board independently.

 

Chapter V

Principles of conducting business and public benefit activities by the Foundation, as well as principles of financial management and accounting records


§ 20
 

  1. The Foundation maintains financial management and accounting records in accordance with applicable regulations.

  2. The Foundation conducts paid and unpaid public benefit activities within the scope specified in § 7 of this Statute.

  3. The subject of the Foundation's business activities is:

  1. Activities of advertising agencies (73.11.Z),

  2. Other non-school forms of education, not classified elsewhere (85.59.B),

  3. Activities supporting education (85.60.Z),

  4. Mediation in the sale of advertising space in printed media (73.12.B),

  5. Mediation in the sale of advertising space in electronic media (Internet) (73.12.C),

  6. Publishing activities (58.11.Z, 58.13.Z, 58.14.Z, 58.19.Z),

  7. Activities related to the organization of fairs, exhibitions and congresses (82.30.Z),

  8. Retail sales via mail order houses or the Internet (47.91.Z),

  9. Other retail sales conducted outside the store chain, stalls and markets (47.99.Z).

  1. The Management Board may allocate funds from the Foundation's assets and income to conduct the Foundation's business activities from:

  1. donations, inheritances, bequests,

  2. grants and subsidies from legal entities,

  3. income from public collections,

  4. bank interest,

  5. income from movable and immovable property and property rights,

  6. income from business activities.

  1. The Foundation's economic activity may be conducted only for the purpose and to the extent of achieving the Foundation's statutory objectives.

§ 21

The Foundation cannot:

  1. grant loans or secure liabilities with the assets of the Foundation in relation to members of its bodies, employees or volunteers and persons with whom members of the bodies, employees and volunteers of the Foundation are married, in cohabitation or in a relationship of consanguinity or affinity in the collateral line up to the second degree, or are related by virtue of adoption, care or guardianship, hereinafter referred to as "close relatives",

  2. transfer its assets to members of its bodies, employees or volunteers and their relatives, on terms other than those applicable to third parties, in particular if the transfer takes place free of charge or on preferential terms,

  3. use its assets for the benefit of members of its bodies, employees, volunteers and their relatives on terms other than those applicable to third parties, unless this use results directly from the statutory purpose of the Foundation,

  4. purchase goods or services from entities in which members of its bodies, employees or volunteers and their relatives participate, on terms other than those applicable to third parties or at prices higher than market prices.

 Chapter VI

Change of the Statute, merger and liquidation of the Foundation


§ 22
 

  1. The Statute is amended by the Management Board in the form of a resolution adopted unanimously in the presence of at least 2/3 of the total number of Management Board members, after prior approval of the draft changes by the Foundation Council.

  2. An amendment to the Statute may not result in significant changes to the Foundation's objectives.


§ 23
 

  1. The Foundation may merge with another foundation with similar goals under the terms specified in the agreement of both Foundations.

  2. The merger cannot take place if, as a result, the Foundation's objectives would change significantly.

  3. Decisions on merger with another foundation are made by the Management Board by way of a unanimous resolution, which, for its effectiveness, requires approval by the Foundation Council by way of a resolution adopted by 2/3 of votes in the presence of at least 2/3 of the total number of Council members.

§ 24

  1. The resolution on the liquidation of the Foundation in the cases specified in the Act is made by the Foundation's Management Board after seeking the opinion of the Foundation's Council.

  2. Liquidation is carried out by a liquidator appointed by the Management Board.

  3. The resolution on the allocation of the Foundation's assets remaining after liquidation is made by the Management Board, taking into account that the method of allocation is consistent with the objectives of the Foundation.

Chapter VII

Final Provisions


§ 25

​

The statute comes into force on the day of registration by the competent district court.

Karsy, of  August 31, 2022

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