The foundation's status: goodness spreads

GENERAL PROVISIONS

Section 1.

THE DOBRO SIĘ NIESIE FOUNDATION, hereinafter referred to as the „Foundation,” established by Maciej Białka, hereinafter referred to as the „Founder,” on 04.11.2021, by a notarial deed drawn up by notary Paulina Tomczak of the Notary Office in Poznań, Repertorium A No. 5.723/2021, operates based on the provisions of this Statute, the provisions of the foundation law of April 6, 1984, and other relevant provisions of applicable law.

§2.

The foundation has legal personality.
The duration of the Foundation is indefinite.

Section 3.

The seat of the Foundation is the city of Poznań.

Section 4.

Oversight of the Foundation is exercised by the minister competent for family and social policy affairs. Each year, the Foundation submits a report on its activities for the previous year to the aforementioned minister. The report covers the period of the calendar year.

Section 5.

The Foundation operates within the territory of the Republic of Poland. The Foundation may also conduct activities outside the borders of the Republic of Poland.

Section 6.

For the implementation of its statutory objectives, the Foundation may establish branches, establishments, subsidiaries, and foundations and companies, as well as acquire shares or stakes in companies and join other entities, as well as organizations that bring together Polish and foreign institutions and organizations with statutory objectives consistent with the Foundation's objectives.

Section 7.

The foundation may use its distinctive graphic mark (logo).
The Foundation may establish badges, honorary medals, and award them, along with other prizes and distinctions, to individuals and legal entities who have deserved well of the Foundation.
The foundation may use badges and seals.

GOALS AND OPERATING PRINCIPLES OF THE FOUNDATION

§8.

The Foundation's Purposes are as follows:

Assisting homeless individuals in becoming self-sufficient and fulfilling social roles.,
social assistance enabling the satisfaction of essential needs for homeless people in crisis,
organizing material, therapeutic, and spiritual support,
protection of life and health,
developing housing for socially excluded individuals,
developing an housing base for the elderly, dependent, frail,
counteracting social exclusion, social pathologies, and addictions,
vocational activation of people experiencing homelessness,
promoting Christian culture,
taking action to prevent homelessness,
promotion, organization, and management of volunteerism,
supporting social initiatives
training, educational, and learning activities,
initiating and supporting solutions, particularly in the area of family life protection and social prevention,
charitable activity,
promotion of employment and vocational activation of unemployed persons and those at risk of redundancy,
talent and passion development, including, in particular, for individuals exiting homelessness,
supporting development and promoting active participation in social life,
undertaking actions for social and professional integration and reintegration, including in particular persons coming out of homelessness,
providing comprehensive assistance to those in need, including families and individuals in difficult life situations.

Section 9.

The foundation pursues its goals through, among other things:

Provision of supported housing (including so-called adapted and supported housing) for socially excluded individuals.,
provision of adapted housing (including so-called adapted housing with care services),
social work with homeless individuals, including through streetwork,
organizing therapy for people in homelessness crisis and people exiting homelessness crisis,
charitable activities,
evangelistic activities,
establishing and operating shelters, bathhouses, soup kitchens, and clothing distribution points,
transport of people experiencing homelessness, particularly to social and medical aid points,
Establishing and running pre-medical and medical aid points for people experiencing homelessness,
cultural event organization, quizzes, festivals, concerts,
organizing courses, training sessions, workshops, conferences,
Initiating and implementing programs promoting sports and organizing joint ventures aimed at developing physical culture, particularly among people facing homelessness.,
initiating and implementing cultural and social programs,
cooperation with other organizations and institutions for the active participation of homeless people in culture and social life,
cooperation with orphanages and other care and educational facilities,
cooperation with hospitals and other medical facilities,
organization of psychological assistance for people in homelessness crisis, including children and youth,
organization of legal aid for people experiencing homelessness,
Publishing activities, publishing brochures on social topics.

§10.

To achieve its goals, the Foundation may support the activities of other legal and natural persons whose activities are consistent with the Foundation's goals.

ASSETS AND INCOME OF THE FOUNDATION

Section 11.

The Foundation's assets consist of an initial endowment of PLN 1,000.00 (in words: one thousand Polish zlotys) as specified in the notarial deed of its establishment. Furthermore, PLN 1,000.00 is allocated for business activities.

§12.

The Foundation's income comes from:

donations, inheritances, and bequests, or other types of property acquisitions for the Foundation from domestic and foreign individuals and legal entities;
subsidies and grants obtained from legal persons (public or private) or natural persons;
income from collections and public events, lotteries, and other similar social initiatives organized by or for the Foundation, in accordance with applicable regulations;
income from bank accounts and capital deposits, and from securities;
economic activity carried out by the Foundation under the terms indicated in this statute and applicable legal provisions;
property assets acquired during the course of business operations;
voluntary contributions of the Founder;
payments and monetary benefits awarded to the Foundation by a court;
other sources permitted by the applicable provisions of law.

The foundation may collect its funds in Polish currency and in foreign currencies.
In the case of establishing a Foundation for inheritance, the Management Board makes a declaration of its acceptance or rejection.
Income from subsidies, donations, inheritances, and legacies may be used to achieve statutory objectives, unless the donor has stipulated otherwise.

Section 13.

The foundation is liable for its obligations with its entire assets.

§14.

Any excess revenue of the Foundation over its operating costs is entirely allocated to its ongoing activities.

Section 15.

The following prohibitions apply to the Foundation's assets:

It is prohibited to grant loans or secure obligations with the Foundation's assets to members of its bodies or employees, as well as to individuals with whom members of the Foundation's bodies and employees are married, cohabiting, or related by consanguinity or affinity in the direct line, or by consanguinity or affinity in the collateral line up to the second degree, or are related through adoption, guardianship, or curatorship, hereinafter referred to as „close persons.”,
It is prohibited to transfer the Foundation's assets to its board members or employees, or their close relatives, on terms other than those applicable to third parties, especially if the transfer is gratuitous or on preferential terms.,
The use of the Foundation's assets for the benefit of its body members or employees and their close relatives is prohibited unless it is on the same terms as for third parties, unless such use directly follows from the statutory purpose.,
It is prohibited to purchase goods or services from entities in which members of its bodies or employees and their close relatives participate, on terms other than those applicable to third parties or at prices higher than market prices.

FOUNDATION ORGANOGRAM

§16.

The bodies of the Foundation are:

The Foundation Board,
Board of Trustees,
Founder.

§17.

Resolutions of the Foundation's bodies may be adopted at their meetings. If all members of a Foundation body agree, resolutions of the Foundation's bodies may be adopted in writing or by means of distance communication.
Information on the voting method, along with documentation of the vote, must be recorded in the meeting minutes.
The possibility of participating in a meeting of the Foundation's body using electronic communication methods will be indicated in the notice of the meeting, which will include a detailed description of how to participate and exercise the right to vote.
The possibility of adopting resolutions through written voting will be indicated in the notice of this meeting, which will contain detailed rules for adopting resolutions.
The use of electronic communication tools in votes at Foundation meetings shall be ensured by at least:

real-time broadcast of session proceedings,
real-time two-way communication, during which a member of the Foundation's body may speak during deliberations,
executing the voting right in person or by proxy before or during a meeting.

FOUNDATION RULES

§18.

The Foundation Council is the statutory, collegial advisory and supervisory body.
The Council shall consist of 3 to 9 members appointed and dismissed by the Founder for an indefinite period. The Founder shall also determine the number of persons on the Council.
Council members are independent of the Foundation's Board of Directors in the performance of their duties.
Council Members:

they cannot be members of the Foundation's Board of Directors or be related to them by marriage, kinship, affinity, or employment subordination,
They cannot be convicted by a final judgment for an intentional crime prosecuted by public indictment or a tax offense.

The Council shall elect from amongst its members a Chairman of the Council, except for the first Chairman of the Council, who shall be appointed by the Founder.
The removal of a Member of the Council, including its Chairperson, by the Founder shall in particular occur in the event of:

illnesses, infirmities, or loss of strength – causing permanent inability to perform functions,
failure or improper performance of the duties of the Council Member,
material breach of the Statute.
Membership in the Foundation Council shall cease as a result of:
- appeals by the Founder,
- written resignation by a member of the Foundation's Council,
- loss of civil rights as a result of a final court judgment for an intentional crime,
- death of a Foundation Council member.

§19.

The competencies of the Foundation Council include:

reviewing and approving the Foundation's annual financial and substantive reports, the Board's report on the Foundation's activities, and submitting a report on the audit of these reports to the Founder;
Reviewing the Foundation's annual and multi-year action plans and programs;
reviewing annual financial and operational plans and reports on their implementation;
conducting revisions of the Foundation's assets and financial controls;
representing the Foundation in concluding agreements with members of the Foundation's Management Board;
expressing opinions on matters submitted by the Foundation Management Board or the Founder.

In order to perform the above competencies, members of the Foundation Council are authorized to review Foundation documents and request reports and explanations from the Foundation Management Board or its employees.
Members of the Foundation Council do not receive remuneration for their service on the Foundation Council unless the Founder decides otherwise.
Members of the Council are entitled to reimbursement of justified expenses or, if the Founder decides to grant members of the Foundation Council remuneration for performing their duties on the Foundation Council, remuneration not exceeding the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year.

§20.

A meeting of the Board is convened by its Chairperson on his or her own initiative, or at the request of the Executive Board or a Board Member—submitted to the Chairperson in writing. If the Chair is absent or unable to convene a meeting, it shall be convened by the Vice Chair or a Member of the Foundation’s Board authorized by the Chair.
If the Chairman (or Vice-Chairman) does not convene a Council meeting with the agenda specified in the request within 30 days of receiving the request, the right to convene it shall pass to the persons who submitted the request.
Meetings of the Council should be convened at least twice a year.
The person convening the Council meeting shall send notices of the meeting date to all Council members via email (to the email addresses previously provided by the Council members) at least 7 days before the meeting date.
In the event of the Chairman of the Board's inability to perform their duties, the Foundation Board shall appoint another person from among its members to perform this function.

§21.

The Foundation Council meeting is valid and authorized to pass resolutions if at least half of the Council members are present and all its members have been duly notified of the date and subject of the Foundation Council meeting.
The Council makes decisions in the form of resolutions. Resolutions are adopted by a simple majority vote. In the event of a tie, the vote of the Chairman shall be decisive.

BOARD OF DIRECTORS

§22.

The Foundation's Board of Directors is appointed and dismissed by the Founder.

§23.

The Management Board consists of 1 to 5 members. The Management Board always includes the President of the Management Board.
Members of the Management Board may not be persons who have been validly convicted of an intentional crime prosecuted ex officio or a tax offense.
The management board is appointed for a 5-year term.
The position of Management Board Member can be held for more than one term.
The Management Board is headed by the President of the Management Board.
Membership in the Management Board ceases as a result of:
- appeals by the Founder,
- submission of a written resignation by a Management Board member,
- loss of civil rights as a result of a final court judgment for an intentional crime,
- death of a Board Member,
- term expiration.

§24.

The Management Board manages the Foundation's activities, represents it externally, and makes decisions in all matters which, according to the Statutes and mandatory legal provisions, have not been reserved for the competence of other bodies, and in particular:

manages the current activities of the Foundation;
manages the Foundation's assets;
represents the Foundation within the scope of the Foundation's business activities;
develops annual and multi-year action plans for the Foundation;
prepares reports on the Foundation's activities;
accepts on behalf of the Foundation subsidies, grants, donations, inheritances, and legacies;
determine the size of employment and the amount of funds for employee salaries at the Foundation;
makes decisions regarding joining civil or commercial companies;
is responsible for the implementation of the Foundation's statutory objectives and the results of the Foundation's economic activities.

§25.

For making declarations of will on behalf of the Foundation, if the Management Board consists of one person, the President of the Management Board is authorized to act alone. In cases where the Management Board consists of multiple people, the President of the Management Board acting alone or two Members of the Management Board acting jointly are authorized to make declarations of will on behalf of the Foundation.

§26.

In the case of a multi-person board, each Board Member has the right and obligation to manage the Foundation's affairs. Each Board Member may manage matters not exceeding the scope of the Foundation's ordinary activities without prior resolution of the Board.
However, if before the matter referred to in paragraph 1 is settled, at least one of the remaining Management Board Members objects to its execution, or if the matter exceeds the scope of the Foundation's ordinary activities, a prior resolution of the Management Board is required.
The Management Board makes resolutions by a simple majority of votes. In the event of a tie, the vote of the Management Board President shall be decisive. For resolutions to be valid, all Management Board Members must be present at the meeting or participate in a written vote.

§27.

Board meetings are held as needed, but no less frequently than once every two months.
Each member of the Management Board and the Foundation Council is authorized to convene meetings of the Management Board.

§28.

Board members may maintain an employment relationship, a civil law contract, or perform their duties based on an appointment act with the Foundation.
Members of the Management Board do not receive remuneration for their service on the Foundation's Management Board, unless the Founder decides otherwise.

FOUNDER'S COMPETENCIES

§29.

Regardless of the rights of the Foundation's bodies described above, the Founder retains the following rights and powers:

appointment and removal of members of the Foundation Council and Management Board;
granting discharge to the members of the Foundation Council and the Management Board;
review and approval of the Foundation's annual financial and substantive reports, as well as the Management Board's report on the Foundation's activities;
approval of the annual financial and substantive plans of the Foundation Council and reports on their implementation;
Decision-making regarding changes to the Foundation's objectives;
making decisions regarding the granting of remuneration to members of the Foundation's Management Board and members of the Foundation's Council, and determining its amount;
expressing consent to the conclusion, amendment, or termination by the Foundation of an agreement with a member of the Foundation's Management Board or a member of the Foundation's Supervisory Board;
amendment of the statute, merger, and liquidation of the Foundation.

2. In the event of the Founder's death, loss of legal capacity, or limitation of legal capacity, the competencies reserved in these statutes for the Founder shall be exercised by the Foundation Council.

Foundation's Business Activities

§30.

The Foundation may conduct business activities to the extent that they serve to achieve the Foundation's statutory objectives.
The scope of business activities includes:

book publishing (PKD 58.11.Z),
Publishing of magazines and periodicals (PKD 58.14.Z),
other publishing activities (NACE code 58.19),
Other non-school education, not elsewhere classified (PKD 85.59.B), Retail trade, except for motor vehicles (PKD 47),
food service activities (NACE 56),
Specialized construction robots,
Building and landscape management services (PKD 81),
Manufacture of articles of wood and cork, except furniture; manufacture of articles of straw and plaiting materials (NACE 16),
Furniture production (PKD 31).

3. Income from business activities will be entirely allocated to the implementation of statutory objectives.

FINANCIAL AND ACCOUNTING RECORD-KEEPING RULES

Section 31.

The foundation conducts its financial management and accounting records in accordance with the principles laid down in the Accounting Act.
The Foundation's fiscal year is the calendar year. The first fiscal year begins on the date the Foundation is registered and ends on December 31, 2022.
The Foundation submits an annual report on its activities for the previous year to the competent minister.

AMENDMENT OF STATUTES

§32.

The Founder makes the decision regarding the change of the Statute.

Liquidation of the foundation

§33.

The Foundation shall be liquidated upon achievement of the objectives for which it was established or upon exhaustion of its financial resources and assets.
The Founder makes the decision to liquidate.
The Founder appoints and dismisses the Foundation's Liquidators.
The Management Board of the Foundation shall immediately notify the minister competent for family and social policy of the liquidation of the Foundation.

FINAL PROVISIONS

Section 34.

The statute enters into force on the date of the Foundation's registration in the National Court Register.