PROJECT FOUNDATION CHAPTER I. GENERAL PROVISIONS
Foundation under the name PROJEKT ROZ, hereinafter referred to as the Foundation, established by a notarial deed in a notary’s office in Krakow at ul. Smoleńsk 25 a / 3, before the notary public Bartłomiej Zeman, under the repertory number A No. 4683/2012 of July 27, 2012, it operates on the basis of the Act on Foundations of April 6, 1984 (consolidated text: Journal of Laws of 1991, 46, item 203, as amended) and this statute.
The Foundation has legal personality.
The duration of the Foundation is indefinite.
The seat of the Foundation is the city of Krakow.
The minister responsible is the minister responsible for social policy.
- The area of the Foundation’s activity is the territory of the Republic of Poland, but to the extent necessary for the proper implementation of its objectives, it may also operate outside the territory of the Republic of Poland.
- The Foundation may use translation for the purposes of cooperation with foreign countries names in selected foreign languages.
- The Foundation may establish branches, plants, branches, as well as join companies, foundations and associations.
- The Foundation may run a business in the field of therapeutic, care, legal, training and promotional services , and auxiliary, as well as in the field of research and development, publishing and commercial activities, serving the achievement of the Foundation’s goals.
- The Foundation may establish certificates, badges, honorary medals, awards and distinctions and award them to natural and legal persons who have contributed to the Foundation or contribute to the achievement of the Foundation’s goals.
- The rules for granting badges and awards are set will be included in the Regulations for Awarding Badges of Honor, Awards and Distinctions.
II. OBJECTIVES AND PRINCIPLES OF THE FOUNDATION
The Foundation was established to:
- Counteracting the social exclusion of some of its members or social groups,
- Counteracting pathological social phenomena.
- Developing cooperation with the scientific community in the field related to the topics covered by the Foundation’s statutory activities. < / li>
- To help people and social groups excluded from society and at risk of social exclusion, in particular by:
- popularizing the idea of family forms of foster care and family-type care and educational facilities,
- assistance in gaining independence for people leaving foster care,
- Supporting the activities of institutions and organizations of important social importance, in particular by raising the competences of representatives of entities involved in performing tasks for children brought up in foster care and those running family and institutional forms of foster care.
- Supporting the activities of people running family forms foster care or family-type facilities, in particular through:
- promoting the idea of professionalization of the functions they perform among people running family forms of foster care or a family-type facility;
- activities aimed at professionalising the function and improving prestige of foster caregiver;
- substantive support for people running family forms of foster care and family-type facilities;
- activities to support and help biological children of people running family forms of foster care and family-type facilities .
The Foundation carries out its goals related to the public benefit activity through:
- Equalizing opportunities for vulnerable people and groups, including people from pathological, socially and culturally neglected environments.
- Helping and supporting families experiencing difficulties in fulfilling their care and educational functions, in particular by running facilities family-type care and education.
- Granting scholarships, allowances and other forms of assistance to the extent specified by the Management Board.
- Activities in the field of charity, health protection and social assistance, vocational and social rehabilitation in in particular towards people suffering from or at risk of social exclusion.
- Information, research, publishing and educational activities aimed at acquiring and disseminating knowledge about social phenomena and the functioning of the family, in particular the problems of the family experiencing difficulties in performing care and educational functions and foster care.
- Training activities, in particular targeting workers working in the area of counteracting social exclusion, social welfare and social readaptation.
- Advocacy of the interests of socially marginalized groups, with particular emphasis on the rights and freedoms of children.
- Cooperation with local and government authorities as well as non-governmental organizations and other entities within the scope specified for the Foundation’s objectives.
- Initiating and obtaining financial and material assistance for the implementation of the Foundation’s statutory objectives.
The Foundation implements the statutory goals also through membership in organizations associating Polish and foreign foundations and associations, with statutory goals coinciding or identical to the Foundation’s goal.
- To achieve its goals, the Foundation may support the activities of other legal persons conducting activities consistent with its objectives.
- The Foundation’s economic activities may also be carried out through participation in civil and commercial law companies, including companies with the participation of foreign entities – on the terms specified in the relevant regulations.
III. PROPERTY AND INCOME OF THE FOUNDATION
- The assets of the Foundation are the founding fund in the amount of PLN 2,200 (in words: two thousand two hundred zlotys), listed in the notarial deed of its establishment and other property acquired by the Foundation in the course of its operation.
- From the fund in the founding, the amount of PLN 1,000 (in words: one thousand zlotys) is allocated to business activity.
It is forbidden to:
- Granting loans or securing liabilities with the Foundation’s assets in relation to members of its bodies or employees and persons with whom the employees are married or in a relationship of kinship or affinity in a straight line, kinship or affinity up to the second degree or they are related to adoption, care or guardianship, hereinafter referred to as relatives.
- Transfer of the Foundation’s assets to its members of bodies or employees and their relatives, on terms other than in relation to third parties, in particular , if the transfer is free of charge or on preferential terms.
- Use of the Foundation’s assets for the benefit of its members of bodies or employees and their relatives on terms other than in relation to third parties, unless this use directly results from the statutory the purpose of the Foundation.
- Purchase on special terms of goods or services from entities in which they participate Members of the bodies or employees of the Foundation and their relatives on terms other than in relation to third parties or at prices higher than market prices.
§ 15 The Foundation’s income may come, in particular, from:
- donations, inheritances and bequests,
- interest and cash benefits provided for by criminal law,
- subsidies, grants, grants and other gratuitous benefits from state institutions and legal entities ,
- income from collections and public events,
- income from immovable and movable property,
- income from the Foundation’s business activities,
- interest banking,
- other inflows.
- Income from grants, subsidies, donations, inheritances and bequests may be used for the implementation of the Foundation’s goals only with respect for the will of the testators or donors.
- The donor, by providing the Foundation with assets, may reserve that these funds are to be allocated to a specific type of activity of the Foundation. The Management Board of the Foundation may not accept this condition. In such a case, the Foundation reimburses the donor with the funds provided. If the transfer of funds is not accompanied by the purpose of their use, the Foundation may allocate them for any statutory purpose.
- In matters of accepting donations and inheritance, declarations required by law are submitted by the Foundation’s Management Board.
- of a foundation for inheritance, its management board shall submit a declaration of acceptance of the inheritance with the benefit of inventory only if, at the time of submitting this declaration, it is obvious that the active status of the estate significantly exceeds the debts of the estate.
The Founder’s competences include:
- appointing and dismissing members of the Foundation Council,
- appointing and dismissing the President of the Management Board,
- deciding to liquidate the Foundation,
- deciding to change the goals of the Foundation.
V. BODIES AND HOW TO ORGANIZE
The bodies of the Foundation are:
- Foundation Board.
- Foundation Board.
The Founder may be appointed to the Foundation Board or to the Foundation Council, subject to § 20 section 6 and § 25 section 3.
- The Foundation Council is the supervisory and control body of the Foundation.
- The Foundation Council consists of three (3) to seven (7) persons appointed by the Founder.
- A member of the Council The Foundation may not be convicted of an intentional public-complaint offense or a fiscal offense.
- Membership in the Foundation’s Council shall cease in the event of a written resignation from membership, dismissal by the Founder or death of a Council member.
- No Membership in the Foundation Council may be combined with performing a function in the Foundation Board or with an employment relationship with the Foundation.
- A member of the Foundation Council may not be married, cohabiting, kinship, affinity or official reporting to the members Management Board.
- The Foundation Council elects the Chairman from among its members.
- The Chairman manages the Council’s work, represents it outside, and convenes and chairs the meetings. In justified cases, the Chairman of the Supervisory Board shall be replaced by another member of the Supervisory Board on the basis of his written authorization.
- The Foundation Council meets at least once a year.
- The Foundation Council is convened by the Chairman of the Council on his own initiative or at the request of the Management Board or the Founder, submitted in writing.
- The members of the Foundation Council must be notified at least two weeks in advance of the meeting being convened.
- The Foundation Council makes decisions in the form of resolutions in the presence of at least half of the Council members, by a simple majority of votes. In the event of an equal number of votes, the vote of the Chairman is decisive.
- The meetings of the Foundation Council may be attended by the Founder and members of the Management Board without voting rights.
The tasks of the Foundation Council include in particular:
- Assessing the work of the Board, accepting annual reports and balance sheets, and granting a vote of approval to the members of the Board.
- Controlling the current activities of the Foundation’s Board.
- Setting the main directions of the Foundation’s activities.
- Supervision of the Foundation’s activities.
- Appointing and dismissing members of the Foundation’s Management Board, except for the President of the Management Board. These decisions must be made by 2/3 of the votes at the meeting in the presence of 2/3 of the total number of members of the Supervisory Board.
- Demanding the members of the Management Board to provide written or oral explanations.
- Making decisions on hiring members management board and determining their remuneration.
The Foundation Council, in order to perform its tasks, is entitled to:
- Requests from the Foundation’s Management Board to present all documents relating to the Foundation’s activities.
- Audit of the Foundation’s assets and financial control.
Members of the Foundation Council do not receive remuneration for participation in the work of this body, except for the reimbursement of documented expenses related to participation in the work of these bodies, including travel costs.
- The Management Board of the Foundation consists of 3 to 5 people appointed by the Foundation Council for a three / 3 /-year term and the President of the Management Board appointed by the Founder.
- The function of a Management Board member may be performed by more than one term of office.
- The function of a member of the Board of Directors cannot be combined with membership in the Foundation’s Council.
- A person convicted of an intentional public-complaint offense or a fiscal offense cannot be a member of the Foundation’s Board.
- The entire Management Board or its individual members, except for the President of the Management Board, may be dismissed by the Foundation Council before the end of the term of office.
- The Management Board or a member of the Management Board may be recalled in writing in the event of a written resignation of a Management Board member, death of a member of the Management Board or dismissal by the Foundation Council, excluding the President of the Management Board.
The Board directs the activities of the Foundation and represents it outside.
The tasks of the Management Board include all matters not reserved to the powers of the Founder and the Foundation Council, in particular:
- Adopting the Foundation’s annual and long-term action plans and financial plans.
- Managing the Foundation’s day-to-day activities, being responsible for the implementation of its statutory goals and the results of its financial and economic activities.
- reports on the activities of the Foundation.
- Adopting the regulations of the Board’s work specifying, inter alia, matters reserved for collective decisions of the Board, the way of making decisions and the procedure of the meeting, 3 appointed members of the Management Board,
- pending the adoption of the regulations of the Management Board, the Management Board’s work mode is determined by the President of the Management Board.
Managing the Foundation’s assets. < li> Acceptance of donations, inheritance and bequests, subsidies and grants. Applying for changes to the Foundation’s statute, merger with another Foundation and liquidation of the Foundation. Determining the amount of employment, remuneration rules and the size of wed for remuneration and awards for employees of the Foundation employed in statutory activities and business. Establishing the Regulations for Granting Badges of Honor, Awards and Distinctions.
The Management Board adopts resolutions by a simple majority of votes of its members present at the meeting. The meeting must be attended by the President or Vice President of the Management Board. All members of the Management Board must be notified of a meeting of the Management Board.
Meetings of the Management Board are held as needed, but at least twice a year.
The Management Board may appoint proxies to manage a separate sphere of matters belonging to the Foundation’s tasks.
The Management Board is obliged to submit an annual report on the Foundation’s activities each year.
VI. METHOD OF REPRESENTATION
Declaration of will on behalf of the Foundation is made by two members of the Management Board acting jointly, including the President or Vice President.
VII. ECONOMIC ACTIVITY OF THE FOUNDATION
- To achieve the Foundation’s goals, it may run a business independently or in cooperation with other entities in the country and abroad, in accordance with applicable regulations.
- The subject of economic activity is activity in the field of: < / li>
- Other printing – PKD 18.12.Z,
- Service activities related to preparation for printing – PKD 18.13.Z,
- Reproduction of recorded information carriers – PKD 18.20.Z ,
- Book publishing – PKD 58.11.Z,
- Other publishing activities – PKD 58.19.Z,
- Research and development works in the field of social sciences and humanities – PKD 72.20.Z,
- Activities of advertising agencies – PKD 73.11.Z,
- Photography activities – PKD 74.20.Z,
- Other professional scientific and technical activities not elsewhere classified – PKD 74.90.Z,
- Activities related to the organization of fairs, exhibitions and congresses – PKD 82.30.Z,
- Non-school forms of artistic education – PKD 85.52.Z,
- Other non-school forms of education not elsewhere classified – PKD 85.59.B,
- Educational support activities – PKD 85.60.Z,
- Other social assistance with accommodation – PKD 87.90. Z,
- Day care children – PKD 88.91.Z,
- Other social assistance without accommodation not elsewhere classified – PKD 88.99.Z,
- Artistic and literary creative activity – PKD 90.03.Z,
- Income from the Foundation’s business activities are allocated exclusively to the implementation of the Foundation’s statutory objectives.
VIII. CHANGE OF STATUTES
- Amendments to the statute are made by the Foundation Council with the consent of the Founder. The decision to amend the statute is made by the Foundation Council by an absolute majority of votes in the presence of at least half of the Council members.
- Changing the statute in terms of the Foundation’s goals is the sole decision of the Founder.
IX. FINAL PROVISIONS
- For the effective implementation of its goals, the Foundation may merge with another foundation.
- The decision to merge is made by the Foundation Council with the consent of the Founder.
- The Foundation may be liquidated if the goals for which it was established are achieved or when funds and assets are exhausted.
- The decision to liquidate the Foundation is made by the Founder or the Foundation Council by unanimous resolution with consent The Founder.
- In the event of the liquidation of the Foundation, the function of the liquidator is performed by a person appointed by the Foundation’s Council.
- The funds remaining after the liquidation and the Foundation’s assets, will be transferred by the liquidator to another social organization pursuing objectives similar to those contained herein The Articles of Association.