Foundation Statute

(consolidated text of April 23, 2020).

I. General Provisions

§1

1. the Foundation under the name of "DR PODBIELSKI" Foundation, hereinafter referred to as the Foundation, established by a notarial deed drawn up by notary Michał Wieczorek at the notary's office in Poznań, on October 10 2019. (Rep. A No. 5040/2019), subsequently amended on December 13, 2019. (Rep. A No. 6006/2019).

(2) The Foundation shall operate on the basis of the provisions of the Act of April 6, 1984 on Foundations (consolidated text: Journal of Laws 2018.1491 , as amended) and the provisions of this Statute.

3 The Foundation shall have legal personality.

(4) The Foundation may carry out business activities in the dimensions to achieve its statutory objectives.

§2

The seat of the Foundation is the city of Poznań.

§3

The duration of the Foundation is indefinite.

§4

(1) The area of activity of the Foundation is the territory of the Republic of Poland.

(2) In order to achieve its objectives, the Foundation may also conduct activities outside the Republic of Poland.

§5

The Foundation may use a seal with its name and address.

§6

The activities of the Foundation are supervised by the Minister of Labor and Social Policy.

II. Aims and objectives of the Foundation

§7

1 The statutory objectives of the Foundation are:

  1. Support pro-development programs and initiatives in the fields of economics, medicine and the humanities to improve the living conditions of the community,
  2. Support material and programmatic support and conduct scientific and research work carrying global progression of human living conditions through:

(a) humanitarian and pro-development activities,

(b) charity and charitable actions,

(c) integration and educational activities,

(d) countering social exclusion,

(e) scholarship programs.

  1. Social assistance, including assistance to families and individuals in difficult life situations and equalization of opportunities for these families and individuals,
  2. Activities for the integration and reintegration of people at risk of social exclusion,
  3. charitable activities,
  4. health protection and promotion,
  5. activities for people with disabilities,
  6. activities for the equal rights of men and women,
  7. Activities for people of retirement age,
  8. activities that support economic development, including the development of entrepreneurship,
  9. activities that support the development of technology, invention and innovation, and the dissemination and implementation of new technical solutions in economic practice,
  10. science, higher education, education, education and upbringing,
  11. culture, art, protection of cultural property and national heritage,
  12. support and dissemination of physical culture,
  13. Ecology and animal protection and protection of natural heritage,
  14. rescue and civil protection,
  15. Promotion and organization of voluntarism,
  16. Activities for veterans and repressed persons,
  17. Promotion of the Republic of Poland abroad,
  18. activities in favor of the family, maternity, parenthood, dissemination and protection of children's rights,
  19. counteracting addictions and social pathologies,
  20. activities for non-governmental organizations and other entities engaged in beneficial activities, to the extent specified in points 1-21.

(2) The Foundation may conduct business activities, as well as participate in companies and other entities and organizations.

§8

The Foundation pursues its statutory objectives through:

1) program support and funding or subsidizing:

scientific research projects carried out on the subject of studying and collecting information on global aid needs;

(b) scientific research projects that make significant advances for determining the existential conditions of the global community, especially those that contribute to the advancement of medicine, biotechnology, economics and the humanities,

b) the activities of the institutions of public life performing tasks in the protection of fundamental human and civil rights,

2) acquisition of funds of distributed aid, their transportation and distribution;

3) organizing public collections, including via the Internet and other means of remote transmission and communication;

4) Providing financial, organizational, know-how assistance in the construction of broad infrastructure to aid organizations operating in the world;

5) brokering investments by aid organizations around the world by matching aid organizations and volunteers and transferring funds;

6) to maintain a platform for aid organizations and volunteers to network and exchange information between aid organizations from around the world; 7) to review the activities of aid organizations from around the world and make recommendations on aid organizations to engage in either financial or volunteer form;

8) organizing and providing broad social assistance;

10) conducting publishing and training activities;

11) to support aid institutions for purposes consistent with the Foundation's charter;

12) Organizing cultural and educational events and information campaigns;

13) organizing conferences and seminars;

14) organizing and supporting, including financing, programs, social and educational campaigns;

15) conducting humanitarian, development and social education;

16) international cooperation for social development, anti-discrimination, culture, information exchange, social and humanitarian assistance,

18) gathering information on the needs of different social groups in different parts of the world, 19) providing organizational, financial and know-how assistance to scientific institutions, as well as the establishment and operation of scientific institutions under separate or already existing organizational structures,

20) running think tanks, venues and platforms for exchanging ideas and views.

§9

(1) In order to achieve its objectives, the Foundation may support the activities of other legal persons, entities without legal personality and individuals, provided that these activities coincide with the objectives of the Foundation.

(2) The Foundation may cooperate with other Polish and foreign institutions, organizations and individuals to achieve common statutory objectives. This cooperation may be in the form of organizational support, partial or total financing of the project or assistance in obtaining the necessary funds from other sources.

(3) The Foundation may initiate and carry out cooperation with local and governmental authorities and non-governmental organizations in the areas listed in the objectives of the Foundation.

(4) The Foundation may pursue its statutory objectives also through membership or support of other Polish and foreign foundations, organizations associating Polish and foreign foundations, with objectives coinciding with those of the Foundation.

III. Assets and income of the Foundation

§10

(1) The assets of the Foundation shall be the Founding Fund, with which the Founder equipped the Foundation in the amount of PLN 5,000 (five thousand zlotys), as well as funds and other assets acquired by the Foundation during the period of its operation.

1a The Founding Fund is allocated in the amount of PLN 5,000.00 (in words: five thousand zlotys 00/100 gr) to carry out statutory activities. The Founding Fund is not allocated to carry out business activities.

(2) The Foundation does not operate for profit, and the income generated will be used to achieve the statutory objectives.

(3) Funds for the realization of the objectives of the Foundation and to cover the costs of its activities come from:

(a) Founder's fund and donations,

(b) donations, grants, subsidies and domestic and foreign inheritances,

(c) income from assets and property rights of the Foundation, in particular securities and other financial instruments available on the capital market,

(d) income from grants and subsidies, as well as grants, collections and public events,

(e) interest and deposits from deposits in banks and capital market institutions at home and abroad;

(f)income from real and movable property, property rights;

(g) European Union funds;

h) funds provided by government and local government units

(i) business activities conducted by the Foundation.

(4) The Foundation may raise its funds in the Polish currency and in foreign currencies in appropriate banks.

§11

(1) Income from grants, subsidies, donations, legacies and bequests may be used to achieve the objectives of the Foundation only with respect to the will of the testators and donors.

(2) The donor, transferring assets to the Foundation, may stipulate that the funds are to be used for a specific type of activity of the Foundation. If the transfer of funds is not accompanied by specifying the purpose of their use, the Foundation may allocate them for any statutory purpose.

(3) In matters of acceptance of donations and inheritance, statements required by law shall be made by the Board of Directors of the Foundation.

(4) In the event that the Foundation is called to inherit, the Board of Directors is authorized to make a declaration of acceptance of the inheritance with the benefit of inventory.

§12

(1) The income of the Foundation, as defined in § 10, paragraph 3, is intended exclusively for the conduct of statutory activities.

(2) It is prohibited to:

a) granting loans or securing obligations with the Foundation's assets in relation to the Founder, members of the Foundation's bodies or its employees, as well as persons with whom the employees are married or in a relationship of kinship or affinity in a direct line, kinship or affinity in a collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as "related persons",

b) transfer of the assets of the Foundation for the benefit of the Founder, members of the Foundation's bodies or its employees and their relatives, on principles other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,

c) use of the assets of the Foundation for the benefit of the Founder, members of the Foundation's bodies or its employees and their relatives on principles other than in relation to third parties,

d) making purchases on a special basis of goods or services from entities in which the Founder, members of the Foundation's bodies or its employees and their relatives participate.

IV. Bodies of the Foundation

§13

The organs of the Foundation are:

(a) Management;

(b) Foundation Council.

§14

Management

(1) The Board of Directors of the Foundation manages the Foundation and manages its assets.

(2) The Board of the Foundation shall consist of 1 to 5 persons appointed for an indefinite period of time

(3) The President of the Board of Directors of the Foundation shall be appointed and dismissed by the Council of the Foundation by means of a written statement. Other Board Members are appointed and dismissed by a written statement addressed to the Foundation by the Foundation Council.

(4) Members of the Board of Directors may have an employment relationship with the Foundation.

(5) Members of the Board may receive remuneration, provided that the Council of the Foundation passes an appropriate resolution. Members of the Board may claim reimbursement of incurred and reasonable expenses related to the performance of their functions.

(6) A multi-member board may elect one or two vice-presidents from among its members.

(7) The term of office of a Board Member of the Foundation shall expire in the event of death, written resignation or removal from office. A member of the Board may be dismissed by the Founder by means of a written statement.

§15

(1) The Board of Directors manages the activities of the Foundation and represents it externally.

(2) The tasks of the Board include, in particular:

a) to adopt the Foundation's annual operating and financial plans,

b) the management of the Foundation's assets,

c) determining the size of the workforce and the amount of funds for the salaries of the Foundation's employees,

d) making decisions on all matters of the Foundation not delegated to the competence of other bodies,

(e) accepting donations, inheritances and bequests, subsidies and grants,

(f) deciding on joining and forming companies, associations and other organizations,

g) giving an opinion on decisions to amend the statute of the Foundation and its liquidation or merger with other foundations,

h) to prepare and submit to the Foundation Council reports on the activities of the Board and the Foundation.

(3) Resolutions of the Board shall be adopted by a simple majority of votes in the presence of at least half of the Board. In case of a tie, the vote of the President of the Board shall be decisive.

(4) Detailed rules and procedures for the work of the Foundation Board shall be determined by the Regulations of the Foundation Board established by the Founders.

§16

In the case of a multi-member Board, the President of the Board acting alone or two Board members acting jointly are authorized to represent the Foundation.

§17

Foundation Council

(1) The Foundation Council is a statutory body of control and supervision, separate from the Board of Directors. The Foundation Council is not subordinate to the Board of Directors in the performance of supervision.

(2) The Council of the Foundation shall have powers of initiative, opinion and supervision.

(3) The Foundation Council shall appoint the members of the Foundation Board.

(4) The Foundation Council shall consist of 1 to 5 members appointed for an indefinite period.

(5) Members of the Foundation Council are appointed and dismissed by the Founder.

(6) Membership in the Foundation Council shall cease in the event of death, written resignation or removal from office.

(7) Membership in the Foundation Board may not be combined with serving on the Foundation Board.

(8) Members of the Foundation Council shall not receive remuneration for participation in the work of this body, except for reimbursement of documented expenses related to participation in the work of these bodies, including travel expenses.

§18

(1) The Chairman of the Foundation Council shall be designated by the Founder in the statement of appointment of a member of the Foundation Council.

(2) The Chairman directs the work of the Foundation Council, represents it and convenes and presides over meetings of the Foundation Council.

§19

(1) The Council of the Foundation shall meet as necessary, but at least once a year.

(2) A meeting of the Foundation Council shall be convened by the Chairman on his own initiative or at the request of the Board or the Founder, submitted in writing.

(3) The Foundation Council shall make decisions at meetings, in the form of resolutions, by a simple majority of votes of the members of the Foundation Council. In the event of an equal number of votes, the Chairman's vote shall be decisive. The Council of the Foundation passes resolutions if at least half of the members of the Council of the Foundation participate in the meeting, and all members of the Council of the Foundation have been properly notified of the place, date and agenda of the meeting of the Council of the Foundation.

(4) A resolution of the Council of the Foundation may be adopted without formally convening a meeting, if all members of the Council of the Foundation attended the meeting and none of them objected to its holding and to the agenda.

(5) The Council of the Foundation may also adopt a resolution by circulation. A resolution passed by circulation is valid if an absolute majority of the total number of the Foundation's Council Members voted in favor of it, and all the Foundation's Council Members have been notified about the content of the draft resolution.

(6) Meetings of the Council of the Foundation shall be convened by the Chairman of the Council of the Foundation, Vice-Chairman of the Council of the Foundation or another Member of the Council of the Foundation designated by the Chairman of the Council of the Foundation. Meetings of the Council of the Foundation shall be convened by means of notices addressed to each Member of the Council of the Foundation in written or electronic form at least 7 days before the date of the meeting. In justified cases, the Chairman of the Council of the Foundation may order a shorter deadline for notifying the Members of the Council of the Foundation about the date of the meeting.

(7) The Council of the Foundation in exercising its functions may use the opinions and assessments of specialists appointed for this purpose.

§20

The tasks of the Foundation Council include, in particular:

1) indicating the main directions of the Foundation's activities;

2) supervision of the Foundation's activities;

3) giving an opinion on the annual financial plan of the Foundation;

4) approval of the annual financial statements of the Foundation;

5) evaluating the work of and discharging the members of the Board of Directors of the Foundation and accepting annual reports on the activities of the Foundation;

6) expressing opinions on matters presented by the Foundation's Board of Directors;

7) to propose to the Board of Directors of the Foundation to take action to achieve the objectives of the Foundation;

8) to express opinions on the establishment or accession of the Foundation to commercial companies and other ventures;

9) to express an opinion on the merger of the Foundation with another foundation;

10) expressing opinions on amendments to the Articles of Association of the Foundation;

11) expressing opinions on the liquidation of the Foundation;

12) to apply to the Board of Directors for consideration of the advisability of making a decision on merger with another foundation, liquidation of the Foundation or amendments to the Articles of the Foundation.

§21

The Council of the Foundation, in order to perform its tasks, is entitled to demand from the Board of Directors of the Foundation to make available all documents concerning the activities of the Foundation

V. Funders

§22

(1) The Founder shall be invited by the Foundation at least once a year to accept the report of the Board of Directors on the implementation by the Foundation of its objectives, to become acquainted with the current activities of the Foundation and to determine the intended main directions of its activities. His conclusions are, communicated to the Board.

(2) In addition to other matters within the competence of the Founder as defined in this Statute, the exclusive competence of the Founder, and after his death the competence of the Council of the Foundation, is to decide on:

(a) changes in the objectives of the Foundation;

b) amendments to the Articles of Association of the Foundation;

(c) merger with another foundation;

(d) liquidation of the Foundation;

e) the allocation of assets remaining after the liquidation of the Foundation.

(3) In the event of the death of the Founder, the rights provided for in this Statute, subject to paragraph (2) above, shall pass to and be exercised by his heirs.

VI. Final Provisions

§24

1.The Foundation conducts financial management and accounting in accordance with applicable laws.

(2) The fiscal year is the calendar year.

§25

(1) In the event of exhaustion of funds and assets of the Foundation - it shall be subject to liquidation on the basis of a statement by an authorized person or body.

(2) The statement referred to in paragraph (1) shall establish a liquidator or liquidators and establish detailed rules and procedures for the liquidation of the Foundation.

3. The assets, if any, remaining after the liquidation of the Foundation shall be transferred to social or economically useful purposes identical with the objectives of the Foundation, as referred to in § 7 paragraph 1 of the Foundation's Articles of Association, to the extent that these objectives remain consistent with the law.

Poznan, April 23, 2020.

Dr Podbielski Foundation