Statutes of the Foundation
STATUTES "LWIE SERCE" FOUNDATION
- The Lwie Serce (Lionheart) Foundation, hereinafter referred to as ‘Foundation’, established by Janusz Wrocławski, hereinafter referred to as ‘Founder’, registered in the notary office of Marek Krull in Elblag under nr. Rep. A 3518/2012, acts according to the legal regulations of Polish law, as well as the Statutes listed below.
- The Foundation is apolitical and not connected to any particular religion or belief.
- The time frame of the Foundation’s activities is indefinite.
§2 GENERAL PROVISIONS
- The Foundation holds the status of a legal entity.
- The area in which the Foundation operates is the Republic of Poland.
- In order to properly achieve its objectives, the Foundation may act outside the borders of the Republic of Poland.
- The Foundation may be a member of national or international organizations with a similar profile and range of activities, as well as their representatives.
- The Foundation has the right to translate its name into a chosen foreign language for the purpose of international cooperation.
- The headquarters of the Foundation are in Elblag, Poland.
- The proper ministry is the Ministry of Labour and Social Affairs.
- The Foundation has the right to award decorations and medals of honour, as well as other awards and distinctions, to individuals and legal entities whose activities have merited the Foundation.
- For activities that are essential for the achievement of its objectives, the Foundation has the right to employ staff on the basis of a contract, as well as entrust staff with the performance of defined tasks or activities, for example social work, especially when performed as voluntary work.
- The Foundation uses stamps with data that identifies the Foundation.
§3 OBJECTIVES AND REGULATIONS OF FOUNDATION ACTIVITIES
I. THE STATUTORY OBJECTIVES OF THE FOUNDATION:
- providing social support
- acting as a charity organization
- promoting and organizing voluntary work
- culture, science, education, and upbringing
- providing support for disabled people
II. THE FOUNDATION ACHIEVES ITS OBJECTIVES THROUGH:
- social support, including helping families and individuals that have difficult life circumstances, as well as equalizing the chances of such families and individuals:
- providing financial and non-cash support for families and individuals that have difficult life circumstances,
- charity activities:
- providing financial and non-cash support,
- organizing festivals, fairs, competitions and other festivities open to the public,
- promotion and organization of voluntary work:
- organizing and co-organizing voluntary work,
- organizing other activities that support voluntary work, including mass media,
- culture, science, education, and upbringing:
- organizing and running artistic therapy workshops,
- organizing festivals, fairs, competitions and other festivities open to the public,
- running a publishing company,
- awarding scholarships,
- providing support and running activities for disabled people:
- organizing and running artistic therapy workshops for disabled people,
- providing financial and non-cash support for physically or mentally disabled people that have difficult life circumstances,
- organizing festivals, fairs, competitions and other festivities open to the public for disabled people,
- cooperating with organizations that perform activities that are in line with the objectives of the Foundation,
- cooperating with individuals that are interested in the objectives of the Foundation,
- providing financial and non-cash support for institutions whose objective is to run the kind of activities mentioned in §3 point I,
- providing non-cash support for branches of other institutions that operate for public benefit, not mentioned in §3 point I,
- promoting the guiding principles of the Foundation,
- creating and performing projects that support people who are in danger of being excluded socially,
- organizing artistic, cultural and charity activities and festivities,
- gathering people that are interested in the objectives of the Foundation, including representatives from artistic and scientific circles, both nationally and internationally,
- creating, printing, and distributing promotional materials that provide information about the activities and objectives of the Foundation,
- performing informative and publishing activities,
- cooperating with governmental institutions, both local and national, health centres, non-governmental organizations in general and associations and foundations in particular, as well as individuals that perform activities connected with the objectives of the Foundation,
- organizing conferences, workshops, seminars, training courses etc.,
- running consulting and advice points,
- organizing excursions and study visits in order to exchange experience and best-practices.
§4 FOUNDATION CAPITAL
- The capital of the Foundation is the establishment fund that was paid by the Founder to the Mount of 2000 Polish zlotys, of which 1000 zlotys is allotted for running the company, as well as financial and material resources, real-estate and movables that the Foundation has acquired in the duration of its activities.
- The capital of the Foundation comes from the following sources:
- donations, inheritances, bequests, subventions received from both natural persons and legal entities in the Republic of Poland and abroad,
- bank interest on the amassed capital,
- income from movable and immovable assets as well as other property rights,
- income from collections and public festivities,
- subsidies from public funds and from European Union funds,
- income from the company that is run by the Foundation,
- from Internet auctions.
- The Foundation runs the financial management of the company in accordance with the applicable legal regulations.
- In case the Foundation is appointed as inheritor, the Board submits a written declaration that the Foundation shall only accept the inheritance when the amount of inherited assets is higher than the inherited debts.
§5 BUSINESS ACTIVITIES
- 1. The Foundation has the right to perform business activities both in Poland and abroad when these activities support the achievement of the objectives of the Foundation and only as additional activities in comparison to the activities that are performed for the public benefit.
- 2. The Foundation may perform business activities in the following scope:
- Production of games and toys (32.40.Z),
- Retail sales of games and toys in specialized shops (47.65.Z),
- Retail sales of other products on market stands and market places (47.89.Z),
- Other entertainment activities (93.29.Z),
- Business activities related with games of chance, gambling and betting (92.00.Z.),
- Retail sales of newspapers and stationery in specialized shops (47.62.Z),
- Retail sales of books in specialized shops (47.61.Z),
- Retail sales of clothing in specialized shops (47.71.Z),
- Wholesale trade of other household products (46.49.Z),
- Production of paper and cardboard products (17.2),
- Printing newspapers (18.11),
- Other printings (18.12),
- Production of other products, not classified elsewhere (32.99.Z),
- Publishing books and periodicals, as well as other publishing activities, excluding software (58.1),
- Mediating in the sales of time and space for advertising purposes in printed media (73.12.B),
- Mediating in the sales of time and space for advertising purposes in other media (73.12.D),
- Activities connected with organizing fairs, exhibitions and congresses (82.30.Z),
- Unspecified wholesale sales (46.90.Z),
- Wholesale trade of textile products (46.41.Z),
- Wholesale trade of clothes and footwear (46.42.Z),
- Extra-scholar forms of education (85.5),
- Activities supporting education (85.6),
- Activities connected with sports (93.1).
- The total income from these business activities will be allotted to the statutory activities of the Foundation.
- The Foundation runs the financial management of the company in accordance with the applicable legal regulations for legal entities.
- Decisions and resolutions concerning the start of a business activity shall be taken by the Founder.
§6 BODIES OF THE FOUNDATION
- 1. The Managing Bodies of the Foundation are:
- The Board of the Foundation
- The Foundation Council
§7 THE BOARD OF THE FOUNDATION
- The Founder can be appointed as a member of the Board.
- The members of the Board are appointed and dismissed by the Founder by way of a resolution.
- The Board of the Foundation consists of 2 to 5 members.
- In case the Founder is appointed as a member of the Board, his membership in the Board expires on his death or on his written resignation. The end of a term of the Board has no influence whatsoever on the membership of the Founder on the Board of the Foundation.
- The Board is appointed for a term of five years. If a new Board is not appointed after a five-year term, the current Board fulfils all obligations until the new Board assumes those obligations.
- Resigning members of the Board can be reelected.
- Board meetings are organized according to necessity, but there shall be no fewer meetings than once a year.
- Board Resolutions (in case of a Board meeting with mulitiple members) are accepted on the basis of the majority of the votes of the members that are present at the Board meeting. When there is an equal number of votes for and against, the President of the Board has the deciding vote.
- Board meeting may be called by the Founder, and by any member of the Board.
- The President of the Board must be present at the Board meeting.
- The Founder has the right to dismiss the whole Board or any of its members at any time.
- Board membership expires at death or when a member resigns.
- A Board member may be dismissed due to causing damage to the reputation of the Foundation or acting against the objectives of the Foundation.
§8 FOUNDATION COUNCIL
- The Foundation Council consists of 2 to 5 members. The members of the Foundation Council are appointed and dismissed by the Founder by way of a resolution.
- The members of the Foundation Council can choose the Chairman of the Foundation Council among themselves At the first meeting of the Council.
- The Foundation Council accepts a resolution with a majority of votes when at least half the members are present. When there is an equal number of votes for and against, the Chairman of the Council has the deciding vote (if one of the members was previously appointed for that function by the Council).
- Foundation Council meetings may be called by the Founder, any member of the Board, or 1/2 of the Foundation Council members.
- The Chairman of the Council chairs the meetings (if one of the members was previously appointed for that function by the Council).
- Council meetings may be attended by the Founder, representatives of the Founder, as well as members of the Board.
- Every member of the Foundation Council has the right to inspect all the documents of the Foundation and may demand explanations from the members of the Board and the employees of the Foundation.
- Membership of the Council cannot be combined with a function of the Board, nor with employment within the Foundation.
- Members of the Foundation Council cannot be in a marital relationship with members of the Board, nor can they be related, live in cohabitation, or have reporting relationships.
- The members of the Foundation Council may receive a return of their costs or a salary not higher than the average salary in the sector as announced by the President of the Central Statistical Office.
- Membership of the Council expires at death, prolonged illness, when a member resigns or is dismissed by the Founder.
§9 ORGANIZATION OF THE FOUNDATION
THE BOARD OF THE FOUNDATION
- The Board of the Foundation takes decisions concerning all matters connected with the Foundation, especially:
- manages the Foundation’s activities,
- represents the Foundation to third parties,
- takes decisions concerning the statutes of the Foundation,
- proposes changes to the statutes of the Foundation,
- manages all financial matters of the Foundation,
- creates and establishes the organization structure of the Foundation,
- passes resolutions concerning the programmes and planned activities of the Foundation,
- passes resolutions concerning the annual and perspective financial plans,
- accepts donations, bequests and inheritances on behalf of the Foundation.
- The President of the Board, single-handedly, or two members of the Board, together, can issue a declaration of intent.
- Matters concerning assets require the signature of the President of the Board, single-handedly, or two members of the Board, together.
- The Foundation Council supervises the pursuit of the Foundation’s objectives.
- The Foundation Council approves the annual financial report as well as the annual activities report of the Foundation.
§10 CHANGES TO THE STATUTES OF THE FOUNDATION
- Changes to the statutes of the Foundation shall be made by the Founder or the Board of the Foundation unanimously, by way of resolution.
- Changes to the statutes cannot concern changes to the objectives of the Foundation.
§11 FINAL PROVISIONS
- In order to effectively fulfill its objectives, the Foundation can merge with another foundation. A merger is not allowed if its result causes significant changes to the objectives of the Foundation.
- Decisions concerning a merger are taken by the Founder by way of resolution on behalf of the Board or on their own.
- The Foundation will be closed down when the objectives for which it was established have been achieved or when it runs out of financial and material resources.
- The decisive moment for closing down the Foundation due to lack of financial and material resources will be the situation in which further activities would result in the Foundation’s insolvency.
- Decisions concerning the closure of the Foundation are taken by the Founder by way of resolution on behalf of the Board or on their own. The remaining assets of the Foundation after closure will be handed over to an organization within the Republic of Poland with similar objectives.