STATUTE OF THE "HELP THE UKRAINE CHILDREN FOUNDATION"

General provisions

 

§1

  1. Under the name Foundation "Help the Ukraine Children foundation", colled as Foundation, established by: Cezary RUŁK and Michael GRABKA, called to as the founders, by a notarial deed drawn up by a notary public, Elżbieta Zawadzka in Ryki, a notary office in Ryki, ul. Słowackiego No. 5, on March 1, 2022, it acts on the basis of provisions of Polish law and these Articles of Association.

  2. The Foundation is apolitical and not related to any religion.

§2

The Foundations have legal personality

§3

The foundation is situated in Żyrzyn.

 

 §4

1. Areas of activity Foundation is the territory of the Republic of Poland; however, for the extent necessary for the proper achievement of its objectives, it may also operate outside the borders of the Republic of Poland.

2. The Foundation may, for the purposes of cooperation with foreign countries, use a translation of its name in selected foreign languages.

 §5

The Foundation may establish badges, medals of honor and grant them, together with other prizes and awards, legal persons of merit to the Foundation.

 

Goals and rules of actions

§6

Goals Fundations are:

-charity activities

- activities for the disabled

- promotion of employment and professional activation of people without work and at risk of unemployment ;

- ecology and animal protection

-promotion and organization of volunteering;

-help to families and children from Ukraine.

 §7

The Foundation achieves its goals by:

1. Counseling, in the form of independent services supporting the independence of citizens.

2. Advocacy of interests of marginalized groups socially.

3. Educational, publishing and research activities.

4. Cooperation with local and government authorities and non-governmental organizations to the extent specified in the objectives of the action Foundation.

5. Arranging the transport and accommodation of refugees from Ukraine.

 §8

For the  achievement goals Foundation can support activities of other persons and institutions convergent with its objectives.

 

Estate and income of the Foundation.

§9

The Foundation's income consist of its founding fund of PLN 1,000 (one thousand polish zloty ) and other property acquired by the Foundation in the course of its activities           

§10

The Foundation's income may come, in particular, from:

donations, legacies and bequests;

- subsidies from legal persons and grants;

- Income from movable and immovable property;

- profit from deposits in banks;

- Income from collections and public events;

- EU subsidies.

 

    §11

  1. Income from grants, subsidies, gifts, bequests and legacies may be used for the purposes of the Foundation only with respecting the will of heirs or donors.

  2. In matters of acceptance of donations and inheritance, the Foundation Board shall apply for the benefits required by law.

  3. In the event of the succession of the Foundation, the Board of Directors shall make a declaration of acceptance of the succession with the benefit of the inventory.

 §12

The Foundation's authority

The authorities of the Foundation are:

  • The Board of the Foundation, 
  • The Management Board of the Foundation.

The Foundation's Board

§13

1. The Foundation's Board is decision-making, monitoring and giving an opinion to the Fundations.

2. The Foundation’s Board shall consist of two members

3. By virtue of the Statutes, the Foundation Council is composed of the Founders

4. The first members of the Board The next members of the Board, in place of persons who ceased to perform this function or in order to extend the composition of the Board, are appointed by the Board in its decision.

5. In particularly justified cases, a member of the Board can be recalled, and thus deprived of membership in the Board, as a result of a resolution passed unanimously by the remaining members of the Foundation Board. The Founders may not be deprived of the membership in the Board of the Foundation in this mode.

6. Membership of the Board of the Foundation expires upon written resignation or death of a member.

7. Membership of the Board of the Foundation may not be cumulated with holding a position on the Board of the Foundation or with an employment relationship with the Foundation.

8. If a member of the Board of the Foundation is designated, with his/her agreement, to the Management Board of the Foundation, or if a member of the Board enters into an employment relationship with the Foundation - the membership of the person in the Council of the Foundation will be suspended, appropriately for the time of holding the office or duration of the employment relationship.

9. The Board chooses from among its members a Chairman of the Board. The Chairman of the Board directs the work of the Board, represents it externally and convenes and chairs the meetings of the Board.

 §14



  1. The Foundation Board meets at least once a year.

  2. The Foundations Council shall be called by the Chairperson of the Council on his/her own initiative or at the request of the Board or the Founder, submitted in writing.

  3. The Board of the Foundation makes its decisions in the form of votes - simple majority, in case of equal number of votes the vote of the Chairman is decisive.

   §15


The tasks of the Council include in particular:

  1. Invocation and dismissing the Chairman and members of the Management Board.

  2. Deciding on the employment of Board members and setting their salary.

  3. Evaluation of the work of the Management Board, approval of the annual report or balance sheet and discharge of the members of the Management Board

  • Controlling the day-to-day activities of the Foundation's Board.

  • To set out the main directions of the Foundation's activities.

  • Supervising the activities of the Foundation.

  • To make a decision at the request of the Foundation's Board of Directors to merge with another Foundation or to liquidate the Foundation.

 

   §16

The Board of the Foundation, in order to perform its work, is empowered to:

1. Require the Management Board of the Foundation to produce all documents relating to the activities of the Foundation,

2. Review the assets and carry out financial control of the Foundation.

Board of the Foundation.

   §17

1.The Foundation Board is composed of one to three persons nominated by the Foundation Council for a three-year term.

2. A member of the Management Board may serve for more than one term.

3. The Foundation Board nominates the Chairman of the Board.

4. The Foundation Board as a whole or its individual members may be dismissed by the Foundation Board before the end of its term of office by way of a resolution adopted unanimously by all the members of the Council.

 

   §18

  • The Board manages the Foundation's activities and represents it externally.

  • The Board's responsibilities include, in particular:

  • to adopt the Foundation's annual action plans and financial plans,

  • adoption of rules of procedure,

  • to manage the property of the Foundation,

  • to decide on the staffing and salary levels of the Foundation's employees,

  • taking decisions on all matters not delegated to other organs,

  • receiving donations, legacies and bequests, grants and subsidies, 

  • requesting and approving amendments to the Statutes of the Foundation, the merger with another Foundation, and the closing of the Foundation.

      3. The Board makes decisions at its meetings in the form of resolutions - by a simple majority of its members present at the Board meeting.

      4.All Board members must be notified of the meeting.

      5.The Board may appoint proxies to manage specific areas of the Foundation's activities.

       6.Each year, by 30 September, the Board is obliged to submit to the Foundation Council an Annual Report on the Foundation's activities.


Type of Representation

   §19

Each Member of the Management Board is authorized to make declarations of will on behalf of the Foundation independently.

 

Change of the Statutes

§20

Changes in the Foundation's Statutes are made by the Foundation's Council with the approval of the Foundation's Board. Changes in the Statutes may concern the objectives for which the Foundation was established and specified in the founding act. Merging with another foundation.

§21

  1. The Foundation may merge with another foundation to effectively carry out its goals.

  2. A merger with another foundation may not take place if this would result in a significant change in the purpose of the Foundation.

§22

The Board of Management shall be responsible for merging the Foundation with another Foundation, and its decisions must be made by unanimous resolution and require the approval of the Foundation Board in order to be effective.

Liquidation of the Foundation.

§23

1.The Foundation shall be liquidated when the purposes for which it was established have been achieved or when its financial resources have run out and properties.

2. The liquidators of the Foundation should be appointed and dismissed by the Board of the Foundation.

 §24

The decision to liquidate will be taken by the Board of Directors by unanimous resolution which must be approved by the Council of the Foundation in order to have legal effect.

§25

The funds and property left after the liquidation of the Foundation may be allocated by a decision of the Foundation Board to foundations with similar objectives in the Republic of Poland.