Foundation Statute

REMOTE FOUNDATION STATUTE

Chapter I.

General provisions

§ 1

Foundation called ZDALNA FUNDACJA, hereinafter referred to as the “Foundation”, was established by: Oskar Leszek Grochowalski, hereinafter referred to as the “Founder”.
The Foundation operates pursuant to the provisions of the Act of April 6, 1984 on foundations (consolidated text, Journal of Laws of 1991, No. 46, item 203, as amended) and provisions of this Statute.
The Foundation obtains legal personality upon its entry into the National Register Judicial. It acquires rights and incurs liabilities on its own behalf.
The Foundation is a non-governmental organization that conducts public benefit activities within the meaning of the provisions of the Act of April 24, 2003 on the activities of the public and about volunteering.
The Foundation was established for an indefinite period of time.
The act of establishing the Foundation constitutes Appendix No. 1 to this Statute.
The fiscal (fiscal) year of the foundation is equal to the calendar year.

§ 2

The area of the Foundation’s activity is the territory of the Republic of Poland, and for proper implementation of its goals, the Foundation may also operate outside the Republic of Poland and cooperate with institutions foreign.
The seat of the Foundation is the city of Warsaw (Mazowieckie Voivodeship).

§ 3

The Minister of National Education supervises the Foundation.

§ 4

The Foundation may use a distinctive graphic symbol, which after registration it will be subject to legal protection and stamps.

§ 5

The Foundation may establish decorations, honorary medals, certificates, and award them, along with other prizes and awards, to natural and legal persons. Awards, Medals, certificates, awards, and distinctions are granted by the Foundation Board. Certificates may also be granted in the event of obtaining such consent from the persons, companies, and institutions that issue them.

Chapter II

The purpose and scope of the foundation’s operation

§ 6

The goal of the Foundation is:

Activities for the integration and reintegration of people at risk of social exclusion.
Activities for the disabled.
Promotion of employment and professional activation of the unemployed and threatened with dismissal.
Activities supporting economic development, including entrepreneurship.
Activities supporting the development of technology, inventiveness, and innovation and dissemination and implementation of new technical solutions in business practice.
Providing support to children, adolescents, and adults in developing their skills and talents.
Activities aimed at improving qualifications, in particular professional and scientific ones.
Activities for organizations whose statutory objectives are educational and cultural activities.
Activities in the field of physical culture and sport, health protection and social assistance, and professional and social activation.
Dissemination of education as well as physical culture and sport.
Undertaking activities for European integration and developing contacts and cooperation between societies.
Promotion and organization of volunteering.
Supporting and organizing volunteering and other initiatives in line with the ideals of the Foundation.
Building links and cross-sectoral cooperation networks – between local government units, businesses, and natural persons and non-governmental organizations.
Activities for the integration and professional and social reintegration of people at risk of social exclusion, including groups indicated in art. 22 paragraph 2 of the Act of 29 January 2004 Public Procurement Law.
Activities for people of retirement age.
Promoting the idea of European integration.
Promotion of education and lifelong learning.
Promoting the idea of entrepreneurship in Poland and abroad.
Dissemination of solutions for reconciliation of work and private life, professional development of adults.
Providing free citizenship counseling.
Providing free legal assistance and increasing legal awareness of the public.
Promoting alternative dispute resolution, including mediation.
Activities for non-governmental organizations and listed entities in art. 3 clause 3 of the Act of 24 April 2003 on public benefit activities and volunteering.

§ 7

The Foundation pursues its goals through the following forms of activity:

Organizing and conducting courses, trainings, workshops, forums, seminars, conferences and other types of meetings.
Organizing training and vocational courses giving new qualifications or occupation, career and psychological counseling to increase potential professional and job opportunities.
Conducting research and expertise to diagnose social needs in in the area of the Foundation’s statutory activity and running a business publishing,
Programs supporting volunteering, local and regional initiatives in the field of Foundation’s goals.
Social and occupational integration and reintegration of people at risk exclusion,
Conducting charity activities,
Professional and cultural cooperation in the country and abroad,
Inspire and carry out activities in various forms by:
1. Organizing legal, professional and information counseling,
Cooperation with the mass media in the field of popularizing and promotion,
Cooperation and exchange of experiences with people, institutions, organizations and associations of a similar nature in Poland and abroad, in particular from within the EU,
Conducting information and promotion activities for social entrepreneurship,
Conducting accounting activities for economic entities social,
Popularizing and providing knowledge about alternative methods of dispute resolution.
Sale of manufactured goods or provision of services in the scope of:
1. Social and vocational rehabilitation of people with disabilitieS the rules set out in the Act of 27 August 1997 on rehabilitation professional and social and employment of disabled people (Journal Of Laws of 2011, No. 127, item 721, as amended d.),
2. Professional and social integration and reintegration of people at risk social exclusion referred to in the Act of June 13 2003 on social employment (Journal of Laws No. 43, item 225, as amended) and the Act of 27 April 2006 on social cooperatives (Journal Of Laws of 2006, No. 94, item 651, as amended d.)
Sale of donation items,
Supporting the development of youth, among others by creating contact opportunities with professional creators and authorities in a given field,
Organization and financing of educational workshops, training sessions, courses, lectures and other forms of further education and extracurricular activities, language learning
Cooperation with local government and entrepreneurs with a similar profile of activity, supporting other non-governmental organizations with convergent statutory objectives and organizing or supporting educational, scientific and artistic ventures for education;
Administration of education and culture development projects;
Participation in cultural events, auctions, festivities organized by other entities enabling propaganda and charity campaigns in the scope of the Foundation’s activities;
Acquisition of shares in commercial law companies, the income of which will be allocated to the implementation of the Foundation’s statutory objectives;
Conducting educational and publishing activities;

§ 8

The subject of the Foundation’s business, following the Polish Classification of Activities 2007, is:

46.1 – Wholesale on a fee or contract basis

47.1 – Retail sale in non-specialized store

47.8 – Retail sale via stalls and markets

47.9 – Retail sale not in stores, stalls and marketplaces

70.2 – Management consultancy

72.2 – Research and development in the field of social sciences and humanities

73.1 – Advertising

77.3 – Renting and leasing of other machinery, equipment and tangible goods

79.9 – Other booking service activities and activities with it related

82.11 – Service activities related to the administrative support of the office

82.3 – Activities related to the organization of fairs, exhibitions and congresses

82.9 – Commercial activities not elsewhere classified

93.29 – Other amusement and recreation activities

96.09 – Other service activities, not elsewhere classified

47.91.Z – Retail sale conducted by mail order houses or Internet

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

73.12.D – Agency in the sale of space for advertising purposes in other media

63.12.Z – Internet portals activities

85.59.B – Other extracurricular forms of education, not elsewhere classified

85.60.Z – Educational support activities

58.19.Z – Publishing activities

47.19.Z – Other retail sale in non-specialized companies stores

47.89.Z – Retail sale of other products at stalls and marketplaces

47.91.Z – Retail sale conducted by mail order houses or Internet

47.99.Z – Other retail sale not in stores, stalls and markets

62.01.Z – Software-related activities

62.02.Z – Activities related to IT consultancy

62.09.Z – Other service activities in the field of information technology and computer

63.11.Z – Data processing; website management (hosting) and similar activity

70.21.Z – Public relations and communication

70.22.Z – Other business consultancy and management

73.11.Z – Activities of advertising agencies

74.30.Z – Translation activities

74.90.Z – Other professional, scientific and technical activities elsewhere unclassified

63.11.Z – Data processing; website management (hosting) and similar activity

78.10.Z – Activities related to finding jobs and acquiring employees

Chapter III

Types and principles of the Foundation’s operation

§ 9

Statutory activity is determined by the law and this Statute. The Foundation is authorized to collect and process personal data.

§ 10

To achieve its statutory objectives, the Foundation may conduct business activities only as an addition to public benefit activities, in accordance with the principles set out in separate regulations.
The excess of revenues over costs is allocated to public benefit activities.
You cannot run a business and paid public benefit activities in relation to the same subject.
Resolutions on undertaking a business activity, its type, and form are adopted by the Founder together with the Foundation Council.
Revenue from paid public benefit activities is only for public benefit purposes.
To achieve its statutory objectives, the Foundation may conduct business activities only as an addition to public benefit activities, in accordance with the principles set out in separate regulations.
You cannot run a business and paid public benefit activities in relation to the same subject.
If running a business requires special permits or permissions, the Foundation will start running this type of business after obtaining such permits or permissions.
In matters related to conducting business activities, the Management Board makes declarations of will in accordance with the manner of representation indicated in § 21 paras. 7

§ 11

To achieve its goals, the Foundation may support the activities of others and institutions coinciding with its goals.

§ 12

The statutory activity of the Foundation may be conducted as an unpaid activity or as a paid activity within the meaning of the provisions of the Act on public benefit activities. Both of these activities will be separate in accounting to the extent that it is possible to determine income, costs, and results, taking account of accounting provisions.

§ 13

In implementing its goals, the Foundation relies on the social work of its members.
The Foundation may employ employees to conduct its business.
Members of the Foundation, including members of the Foundation’s authorities, may be employed on the basis of an employment relationship or civil law relations.
The principles of remuneration and its amount are set by the President of the Foundation in consultation with the Foundation Council.
In contracts between the Foundation and a member of the Management Board, the Foundation is represented by the Chairman of the Foundation Council or a person authorized by the Foundation Council in a resolution of this body.

§ 14

The Foundation organizes and runs the Foundation’s office and may create branches, plants, and branches.
The Foundation may join other organizations, including companies, cooperatives, unions, associations, and foundations, as well as create such entities alone or jointly with other persons and organizations.
To achieve its goals, the Foundation may cooperate or support the activities of other legal and natural persons whose activities are convergent with the objectives of the Foundation.
The Foundation may have its own business units in the form of separate plants, participate in the activities of other business entities in accordance with applicable law.

Chapter IV

Foundation assets and income

§ 15

The Foundation’s assets constitute the Founder’s cash contribution of PLN 2,100.00 (say: two thousand one hundred zlotys) forming the Foundation’s founding fund, as well as funds, real estate, movable property and other property rights acquired by the Foundation during its operations.
An amount of PLN 1,000.00 (in words: one thousand) was allocated from the Founding Fund for business operations.
The implementation of the Foundation’s goals is financed from the fund and the income obtained by the Foundation, on the principles provided for in these statutes.
The Foundation is responsible for its obligations with all its assets.

§ 16

The Foundation’s income may come in particular from:
1. domestic and foreign donations, inheritances, bequests,
2. subsidies, grants, co-financing, and subsidies,
3. revenues from auctions, matter, promotional campaigns, collections, and public and private events,
4. income from movable and immovable property and property rights of the Foundation,
5. income from the paid statutory activity,
6. other influences.
Income from donations, inheritances, and bequests can be used to achieve all of the Foundation’s goals at the sole discretion of its Board unless the donors have agreed otherwise.
The Foundation’s statutory activity may be carried out as public benefit activities, free of charge, and payable on the terms set out in the Act on public benefit activities and volunteering.
The foundation does not work to make a profit. She will allocate her income for the implementation of statutory objectives.

§ 17

If the Foundation is appointed to inherit, the Foundation Board makes a statement on the acceptance of an inheritance with the benefit of inventory but only if at the time of making this statement it is obvious that the active state of the inheritance significantly exceeds the debts of the inheritance.

Chapter V

Foundation authorities

§ 18

The Foundation’s bodies are:
1. Founder
2. Foundation Board
3. Foundation Council
In the event of a decrease in the number of elected members of the authorities during the term of office, these authorities have the right to co-opt the missing members of the authorities from among the Foundation’s members. The number of co-opted members of the authorities may not exceed 1/3 of the number of elected members. Otherwise, the Management Board is obliged to convene an Extraordinary General Meeting of Foundation Members.

§ 19 Founder

The Founder’s competences include:
1. appointing and dismissing members of the Management Board,
2. expressing consent to create, transform or liquidate organizational units of the Foundation,
3. approving reports and plans submitted by the Foundation Board,
4. making changes to the statute of the Foundation,
5. making decisions regarding the merger with another foundation and the liquidation of the Foundation.
The Founder makes decisions in the form of resolutions alone or at the request of the Board.

§ 20 Foundation Board

The Board of the Foundation may have from 2 to 4 members and is appointed by the Founder by way of a resolution for an indefinite period. When appointing the Management Board, the Founder indicates the President of the Management Board.
The Foundation Board may include the Foundation Founder.
Members of the Management Board may receive remuneration for performing their functions and reimbursement of documented expenses directly related to the function including travel expenses.
The mandate of a member of the Board of the Foundation expires on the date of dismissal of a member of the Board by the Founder, his resignation or death.

§ 21

The Board manages the Foundation’s activities and represents it outside, as well as makes decisions in all matters not reserved for the Founder’s competence.
The competences of the Foundation Board include in particular:
1. managing the current operations of the Foundation and achieving its statutory objectives;
2. managing the assets of the Foundation;
3. preparing financial statements and reports on the Foundation’s activities;
4. preparing the Foundation’s annual and long-term plans and programs;
5. preparing annual and long-term financial and material plans and reports on their implementation;
6. determining the organizational structure of the Foundation and internal regulations binding in the Foundation;
7. determining the amount of employment, the number of funds for the salaries of employees of the Foundation and the employment of employees;
8. appointing a proxy representative representing employees by resolution chosen from among the Foundation’s employees and performing an advisory function during meetings of individual bodies;
9. providing the Founder with annual reports on the activities set out in points 3, 4, and 5.

§ 22

The following are entitled to submit their will on behalf of the Foundation:
1. The President of the Foundation alone;
2. the other two members of the Management Board acting jointly
The Foundation Board may appoint proxies to perform specific tasks separated from the sphere of affairs belonging to the Foundation.

§ 23

The Management Board makes decisions at meetings. Meetings of the Management Board are convened if necessary, but not less frequently than once a quarter.
The meetings of the Foundation’s Management Board are convened and chaired by the President of the Management Board, and if necessary during his absence, another member of the Foundation’s Management Board authorized by him.
The President is obliged to convene a meeting of the Foundation’s Management Board upon a written request submitted by at least one member of the Management Board or the Founder. Application for the convening of the Management Board meeting should be submitted to the President of the Management Board and should contain the proposed agenda. The application does not require justification. The meeting should be convened within one week from the date of its submission the application.
If the President fails to convene a meeting of the Management Board within the aforementioned period, with agenda indicated in the request, the right to convene it persons who submitted the application.
The invited persons may participate in the meetings of the Foundation’s Management Board. Share these persons in the meetings of the Management Board is only of an advisory nature.
Meetings of the Management Board may take place without being formally convened, if all members of the Management Board agree to hold the meeting and place individual items on the agenda.
The procedure of convening the meetings of the Management Board, as well as the scope, preparation and procedure accepting the minutes of the meetings of the Management Board is determined by the adopted by the Management Board regulations.
The management board is obligated at least once a year, not later than within three months from the date of approval of the financial statements, conduct a meeting consultation with the Foundation’s employees, in the case of their employment by the Foundation, regarding information on the activities and economic situation of the Foundation and the directions of changes envisaged in this respect.
The conclusions of the consultation meeting presented by the employees are subject to discussions at the board meeting. The management board is obliged to present to employees written information about the use of these requests.
A representative of employees who is not a member of the Foundation’s Management Board has the right to an advisory vote at the meeting of the Management Board about which it should be informed in the manner referred to in §7 point 7 of the foundation’s statute.
The detailed conditions and procedure for providing the information referred to in para. 8, the method of appointing an employee representative and conducting consultation with employees are specified in the regulations adopted by the Foundation’s Council.
The provisions of sec. 8-11 of this section apply when employment in the Foundation will not be less than 3 employees under an employment contract, outwork contract, mandate contract or contract for specific specific work, if it is justified by the type of activity of the Foundation.
The salaries of all employees, including management staff, are limited limits, i.e. they do not exceed the value referred to in Art. 9 sec. 1 point 2 of the Act on April 24, 2003 on public benefit activities and volunteering.

§ 24

The meeting of the Foundation’s Management Board is valid and has the power to adopt resolutions, if at least 1 member of the Management Board is present at it, and all its members have been properly notified of the date and subject of the Management Board meeting Foundation.
The Management Board of the Foundation adopts resolutions by a simple majority of votes present at meeting of the members of the Management Board. In the event of an equal number of votes, the casting vote is held
President of the Management Board. If the Management Board consists of one person, then he / she has the right to be independent adopting resolutions.

§ 25 Foundation Council

The Foundation Council is an initiative, control and opinion-giving body, constituting matters provided for in the statute.
The Board consists of 2 to 5 people, including the Chairman of the Board and its members.
The members of the first composition of the Council are appointed by the Founder. Next members of the Council, in place of persons who have ceased to perform this function or to expand the composition of the Council, appointed by its decision the Council.
The Foundation Council shall elect a Chairman from among its members for an indefinite period Advice. The chairman manages the work of the Council, represents it outside, convenes and presides over the meetings of the Council.
Membership in the Foundation’s Council cannot be combined with the performance of a function in the Management Board Foundation or with an employment relationship with the Foundation.
If a member of the Foundation’s Council is appointed, with his consent, to the Foundation’s Management Board of establishing an employment relationship with the Foundation by a member of the Foundation’s Council – membership such person in the Foundation Council is suspended, respectively for the duration of their performance the function or duration of the employment relationship.
Members of the Foundation Council:
1. perform their functions in the Council voluntarily,
2. cannot be convicted by a final judgment for an intentional crime
3. prosecuted on public prosecution or tax offense,
4. may receive a refund for performing their functions in this body
5. reasonable costs related to the function performed.
In the case of concluding contracts between the Foundation and members of the Management Board, the Foundation is represented by the Chairman of the Supervisory Board or an attorney appointed by a resolution of the Supervisory Board.

§ 26

Membership in the Council ceases:
1. upon the death of its member,
2. as of the date of the final judgment of the conviction for an intentional crime, what a member of the Board is obliged to notify the Management Board of,
3. in the event of the resignation of a member of the Council, notified in writing to the Chairman of the Foundation Council.

§ 27

The council meets at the meeting as needed, but not less frequently than once a year. The Council is convened by the chairman of the Foundation Council.
Members of the Foundation’s Board and Founders participate in the meeting of the Foundation Council with an advisory vote.
The Board makes decisions in the form of resolutions by an ordinary majority of votes in the presence of more than half of its members, possibly is making decisions by correspondence. In the event of an equal number of votes, the Chairman’s vote prevails. The Foundation Council exercising its functions may use the opinions and assessments of specialists appointed for this purpose.

§ 28

The tasks of the Council include in particular:
1. Supervision over the Foundation’s activities and evaluation of the Board’s work.
2. Considering the annual reports of the Management Board on the Foundation’s activities.
3. Approval of the annual financial statements of the Foundation.
4. Establishing guidelines for the Board’s operation regarding the directions of the Foundation’s operation.
  Appointment and dismissal of the President and members of the Management Board.
5. Making decisions on the liquidation of the Foundation at the request of the Management Board.

§ 29

Each member of the Council has the right to inspect shared documents by the Foundation Board.
The following are entitled to make declarations of will on behalf of the Foundation Council:
1. Chairman of the Foundation Council alone;
2. the other two members of the Council acting jointly

Chapter VI

Change of the Foundation Statute

§ 30

Changes in the Foundation’s statute are made by the Founder by way of a resolution adopted independently or at the request of the Management Board.
In the event of the Founder’s death or his incapacitation, changes to the Statute are made by the Foundation’s Board.

Chapter VII

Liquidation of the Foundation

§ 31

The Foundation is subject to liquidation if it achieves the purposes for which it was established or in the event of exhaustion of funds or the assets of the Foundation.
Decisions regarding the liquidation of the Foundation are made by the Founder. In the event of the Founder’s death or its incapacitation, the decision on liquidation is made by the Foundation Board. The decision on the liquidation of the Foundation, it should also specify the purpose of the Foundation’s assets after its liquidation, with the reservation that the assets may be used only for the purposes of “non-profit”.
The Foundation is liquidated by the Foundation Board.

Chapter VIII

Final Provisions

§ 32

The statute has been drawn up and signed in 3 identical copies.
These Statutes shall enter into force on the day the Foundation is registered by the competent court.
In matters not regulated in the Statute, the provisions of the Act shall apply on foundations and other currently applicable laws regarding the foundation’s activities.

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