Chapter 1. General provisions

§ 1

1. The Foundation under the name “Formika For Children Foundation”, hereinafter referred to as the Foundation, established by Formika Sp. z o.o. (limited liability company), represented by Joanna Dębicka and Piotr Dębicki, hereinafter referred to the Founder, in the notarial deed drawn up by Joannę Szumańską, Notary Public in Warsaw, in the notary office in Warsaw, Bagatela Street 11, appt. 4 on April 24, 2014, repertory number A. 2099/2014.
2. The Foundation operates pursuant to provisions of the Act on Foundations of April 6, 1984 and provisions hereof.
3. The Foundation is a non-governmental, public benefit organization within the meaning of Act on Public Benefit and Voluntary Services of April 24, 2003.

 

§ 2

1. The Foundation holds a legal personality.
2. The Minister competent to enforce the goals of the Foundation shall be the minister in charge of social security.

§ 3

The Foundation has been established for an unlimited period.

§ 4

1. The registered seat of the Foundation shall be the city of Brwinów
2. The area the Foundation shall operate within shall be the territory of the Republic of Poland and foreign countries as well.
3. The Foundation may set up branches, divisions, departments and representative offices within the territory of the Poland and abroad.
4. For the purpose of international operations, the Foundation may use its name translated into selected foreign languages. 

§ 5

The Foundation may set up badges, medals to be awarded along with other prizes and honorable mentions to distinguished natural and legal persons.

Chapter 2. Goals and operational rules of the Foundation

§ 6

The core objective of the Foundation is to assist children and youth facing up life and material difficulties, as well as provide them with equal opportunities and support their parents, guardians and organizational units, holding the statutory goals that are concurrent with the goal of the Foundation, e.g. orphanages, single mother houses, nursing homes.

§ 7

The goals are implemented through:

1. Ensuring direct and indirect aid in kind, financial and organization support delivered to natural persons and legal entities, including:
   a. co-financing of orphanages, single mother houses/ shelters, nursing homes
   b. carrying our repair works in nursing center, orphanages, single mother houses,
   c. carrying our repair works in houses/ apartments belonging to families who are in difficult life situation, 
   d. purchasing equipment provided for facilities set out in items b) and c) (including furniture, household appliances and audio & video devices, kitchen cabinetry, bathroom fittings),
   e. purchasing schoolbooks and scientific aid provided for children and youth from poor families,
   f. purchasing clothes, foot wear provided for poor families,
   g. purchasing food for families who are in difficult life situation,
   h. financing and co-financing summer and winter holidays provided for children and youth from families who are in difficult life situation,
   i. financing and co-financing extra classes addressed to children and youth within the equal opportunity program, covering foreign languages, sports activities, art and music classes
   j. meal sponsoring in schools/ pre-schools/ day cares.
   
   
2. Initiating and arranging actions aimed at collecting funds to be delivered to the Foundation, including, most of all, exhibitions, show, lectures, auctions, fund raising. 
3. Organizing, bolstering and co-financing charities, art events, private views, exhibitions and concerts as well as trainings, symposia, conferences and sports events, in line with the statutory goals of the Foundation. 
4. The Foundation may implement the statutory goals through membership in organizations featuring the objectives that remain in compliance with the statutory goals of the Foundation.
   
   

Chapter 3. Property and revenues of the Foundation 

§ 8

The property of the Foundation shall be a founding capital amounting to PLN 10 000 (ten thousand Polish zloty) assigned under the declaration of will regarding establishing of the Foundation and other property acquired by the Foundation in the process. 

§ 9

The Founder shall assign out of the Foundation’s property the amount of PLN 1 000 (one thousand Polish zloty) to be provided for business activities. 

§ 10

1. The Foundation’s revenues shall come from:
   a. donations, legacies and bequests, and other kinds of financial benefits granted to the benefit of the Foundation by Polish and foreign natural and legal persons,
   b. fundraising and public events,
   c. income related to funds allocated in bank accounts and deposits, and securities
   d. income relate to real estates and movable property as well as property rights,
   e. income related to business activities conducted by the Foundation,
   f. income related to the property rights acquired in the operational process.
2. Revenues on donations, legacies and bequests as well as subventions and grants might be used to implement all goals of the Foundation, unless the donators stated otherwise. 
3. In the event the Foundation has been appointed for inheritance, the acceptance of the heritage in the form of declaration shall be made through the statement on the acceptance of the heritage limited to the value of the assets to be submitted by the Management Board. Such a statement shall be made only if upon the date of submission, it is deemed that the assets of succession have been considerably higher that the inherited debts. 
   
   

Chapter 4. The authorities of the Foundation 

§ 11

1. The authorities of the Foundation shall be:
   a. The Council of the Foundation, hereinafter referred to as the Council, 
   b. The Management Board of the Foundation, hereinafter referred to as the Management Board
2. The Member of the Council shall not be provided with the remuneration due to participation in works thereof, except for the refunds of substantiated expenses related to relevant contribution, including the travel costs.

The Council of Foundation 

§ 12

1. The Council of Foundation is the authority in charge of enforcement and assessment activities. 
2. The Council of Foundation composes of at least 2 members and is appointed for an unlimited period. 
3. The Council appoints among its members the Chairman of the Council, who manages the works, represents it outside and convenes and chairs the meetings.
4. The Members of the first Council’s panel are appointed by the Founder. The subsequent Members of the Council, substituting the persons who have terminated their duties or extending the panel, are appointed upon the Council’s decision.
5. When particularly reasonable, the Member of the Council might be dismissed and thus lose his/her membership in the Council upon the resolution adopted unanimously by other Members of the Foundation’s Council. 
6. Membership in the Council is ceased in the event of withdrawal made in writing or death of the Member of the Council. 
7. It is not allowed to combine membership in the Council of Foundation and the membership in the Management Board of the Foundation or the labor relationship with the Foundation.

§ 13

1. The Council of Foundation assembles at least once a year.
2. The Council of Foundation is convened by the Chairman on an unsolicited basis or upon the request of the Management Board or the Founder, submitted in writing. 
3. The Council of Foundation by the simple majority of votes and in the event of equal number of votes, the vote of the Chairman shall be decisive.

§ 14

The Council shall be particularly in charge of: 

1. Appointing and recalling the President and Members of the Management Board. 
2. Taking decisions on hiring Members of the Management Board and determining their remunerations. 
3. Assessing performance of the Management Board, approving annual reports or balance sheet and acknowledging of the fulfillment of duties by Members of the Management Board.
4. Controlling and supervising ongoing operations of the Foundation’s Management Board, particularly auditing the Foundation’s equity 
5. Setting core areas of the Foundation’s operations.
6. Taking decisions on amendments to the Foundation’s statute. 
7. Taking decisions on any other cases not subject to competences of other authorities.
8. Specifying remunerations of employees hired to work for the Foundation.

The Management Board of Foundation

§ 15

1. The Management Board of Foundation composes of three persons, including the President of the Management Board. 
2. The Management Board is appointed by the Council of Foundation for a 5-year term.
3. The Member of the Management Board may hold the position for more than one term.
4. The first Members of the Management Board are appointed by the Founder.
5. The Membership shall cease in the following events:
   a. upon a resignation made in writing and submitted to the Council of Foundation,
   b. upon loss of citizens’ rights due to a court lawful decision convicting the defendant for a willful misconduct,
   c. upon death of the Member of the Management Board.
   
   
6. The Management Board of Foundation in full or its particular Members may be dismissed by the Foundation’s Council prior to the end of term upon the resolution adopted unanimously by all Members of the Council.

§ 16

1. The Management Board of Foundation manages the Foundation’s operations and represents it before third parties.
2. The Management Board holds the following responsibilities:
   a. managing ongoing activities of Foundation,
   b. implementing statutory goals,
   c. drawing up performance plans and the budget,
   d. governing the property of Foundation,
   e. representing Foundation before third parties,
   f. submitting the request to the Foundation’s Council on amendments to the statute.
3. Each year, the Management Board shall be obliged to provide the Foundation’s Council with an annual report on the Foundation’s operations.

§ 17

1. Meetings of the Management Board are held as required, yet not less often than 2 times a year. 
2. The Meeting of the Management Board is convened by the President, notifying thereon through an email at least 3 days prior to the scheduled deadline. 
3. The notification on the Meeting shall be delivered to all the Member of the Management Board.

§ 18

1. The Management Board takes decision upon resolutions by the simple majority of votes. 
2. In the event of equal number of votes, the vote of the President of the Management Board shall be decisive.

§ 19

1. Members of the Management Board may work under the employment contract.
2. Remunerations of Members of the Management Board shall be determined by the Council.
3. Labor contracts with Members of the Management Board shall be endorsed by the Chairman of the Foundation’s Council.
4. Labor contracts with the Foundation’s employees shall be endorsed by the President of the Management Board.
5. Remunerations of Members of the Management Board and the employees shall be paid out of the Foundation’s funds.

Manner of representation

§ 20

Each Member of the Management Board is authorized to represent the Foundation independently.

Chapter 5. Business activities

§ 21

The Foundation may run business activities to the extent that corresponds to implementation of the statutory goals. 

§ 22

All the income on business activities is dedicated to implementation of the statutory goals.

§ 23

The Foundation may run business activities, pursuant to applicable regulations, both in Poland and abroad, within the following scope:

1. Services related to preparation to prepress preparation – 18.13.Z
2. Other printing activities – 18.12.Z
3. Reproduction of recorded information carriers - 18.20.Z
4. Other retailing activities conducted in non-specialized stores – 47.19.Z
5. Retailing activities carried out through mail-order companies or online – 47.91.Z
6. Retailing activities of other goods conducted at street stalls and outdoor/indoor markets – 47.89.Z
7. Other retailing activities conducted out of the store network, street stalls and outdoor/indoor markets – 47.99.Z
8. Other publishing activities – 58.19.Z
9. Photographic activities – 74.20.Z
10. Activities supporting education – 85.60.Z
11. Activities related to tourism organizers – 79.12.Z

§ 24

If any type of business activities involve a permission or license, the Foundation shall launch such an activity only if the latter have been granted.

§ 25

In the event of starting business activities or non-profit public benefit operations, the Management Board of Foundation shall be obliged to separate such an activity in terms of settlements, so to enable to determine revenues, costs and results thereon, subject to the accounting regulations.

§ 26

It is forbidden to:

1. grant loans or collateral against the Foundation’s property in relation to members of its authorities or employees, and persons, whom members of its authorities and employees are married with, live with or remain in direct kinship, affinity, secondary kinship, affinity up to the second degree, or are related to due to adoption, custody or guardianship, hereinafter referred to as „close persons”, 
2. hand over the Foundation’s property to the benefit of members of its authorities or employees and their close persons, basing on principles that differ from those that have been applied to third parties, particularly if such a transfer is free or grounded on preferable terms and conditions , 
3. taking advantage of the Foundation’s property to the benefit of members of its authorities or employees and their close persons, basing on principles that differ from those that have been applied to third parties, unless it results directly from the statutory goal,
4. purchase goods or services from the entities, in which participate members of the Foundation’s authorities or employees and their close persons, basing on principles that differ from those that have been applied to third parties or at prices that exceed the market value.
   
   

Chapter 6. Final provisions
Amendments to the Statute

§ 27

Amendments to the Statute shall be performed by the Foundation’s Council with an absolute majority of votes, with presence of at least half of the Members’ panel authorized to participate in the voting procedure. 

Merger

§ 28

1. The Foundation may merge into another foundation in order to implement its goal in an efficient manner. 
2. The merger with another foundation may not occur if its consequences amended significantly the goal of Foundation.
3. The Management Board is in charge of matters related to a merger with another foundation, provided that its decisions shall be taken upon an unanimous resolution and require approval from the Foundation’s Council so to become effective.

Liquidation

§ 29

1. The Foundation shall be liquidated in the event its funds have been run out.
2. The decision on liquidation shall be taken by the Council, with an absolute majority of votes, with presence of at least half of the Council’s panel.
3. The Foundation’s liquidator may be the Management Board or the person indicated by the Council.
4. The equity remaining after the liquidation process shall be provided in full for implementation of goals similar to the Foundation’s core objective.

§ 30

The Statute shall become effective upon the registration date.