STATUTE OF THE FOUNDATION
1. Foundation operating under the name of „Choose 2 Help”, hereinafter referred to as the „Foundation”, was established by: Paweł Piotr Panufnik, hereinafter referred to as the „Founder”, in compliance with the provisions of the Foundation Establishment Act issued on 18-08-2017 by notary Cezary Potaman
of the Notarial Office in Szczecin with its seat on 5 Lipca 9/1 Street, (repository A no. 4568/2017) that made it possible to establish the Foundation, for which, as required by art. 5 of the Act of 6th April 1984 on Foundations (The Journal of Laws of 1991 no. 46, pos. 203 with amendments) this Statute is being issued.
2. Foundation Establishment Act shall be Annex no. 1 to this Statute.
1. Foundation shall operate under the name of Choose 2 Help Foundation.
2. For the purpose of cooperating with foreign bodies, the Foundation may utilize translated versions of its proper name.
3. Foundation shall obtain legal personality after registering it in the National Court Register.
4. Foundation may use a distinctive graphic sign that, after registering, may be protected by law.
5. Foundation shall utilize a seal including its name and seat.
6. Foundation shall be apolitical in character and not be connected with any faith or religious belief system whatsoever.
1. Registered seat of the Foundation shall be located in the city of Szczecin.
2. Foundation shall operate within the borders of the Republic of Poland, as well as abroad.
1. Duration of operation of the Foundation shall be unlimited in character.
2. Minister exercising supervision over the Foundation shall be a proper social policy-focused one.
Goals and principles of the Foundation
Predominant goals of the Foundation are as follows:
1) providing social support, including helping families and individuals in a difficult situation, as well as improving development prospects of such families and individuals;
2) providing support to disabled individuals;
3) providing support to elderly individuals;
4) performing charity-related undertakings;
5) protecting and promoting health by helping ill individuals and attempting to improve their overall health condition;
6) organizational help and financing professional treatment and all kinds of required therapies and rehabilitations for individuals in need of such help being in a disadvantageous material or life situation;
7) performing actions aiming at professionally and socially integrating and reintegrating people with a high probability of being socially excluded;
8) organizing and promoting voluntary work with regard to providing support to individuals in need.
9) actions aiming at animal protection and helping animals that are ill, mistreated, lost, or abandoned.
1. Foundation shall realize its tasks specified in art. 5 of the Statue by:
1) helping people struggling with severe illnesses and health conditions that are difficult to treat;
2) supporting people waiting for expensive or exclusive medical treatments or services;
3) materially and financially helping disabled and ill individuals, as well as people in a difficult life situation;
4) helping disabled and ill individuals to function in a given society by, among others, confronting stereotypes relating to ill and disabled people, as well as limiting the scope of social exclusion;
5) materially and financially helping hospitals and medical units by, among others providing them with medical and rehabilitation-oriented equipment;
6) materially and financially supporting educational and caretaking units;
7) materially and financially helping poor individuals and socially vital institutions struggling with insufficient funds to operate;
8) socially and voluntarily helping people struggling with social exclusion, especially with regard to poor elderly individuals;
9) equipping out-patient clinics and professional units with medical or rehabilitation-related equipment;
10) organizing and financing surgeries, treatments, and rehabilitations in both Polish and foreign medical units;
11) purchasing medications and medical supplies or financing their purchase;
12) buying foodstuffs, hygiene measures, and others items necessary to meet the needs of everyday life or financing their purchase;
13) organizing fundraising undertakings among companies, both domestic and foreign ones,
14) organizing collections
15) establishing contacts with both temporary and regular sponsors
2. Foundation shall realize its goals specified in art. 5 by:
1) cooperating with entities managing business operation being in line with the goals of the Foundation, including self-governments and non-governmental organizations;
2) cooperating with natural persons interested in the goals of the Foundation;
3) supporting the operation of other entities, individuals, and institutions within the scope of the realized goals.
3. Scope of operation specified in this section shall be performed on the basis of public tasks of the organization, both toll-free and in a paid manner.
4. To achieve its goals, the Foundation can:
a) manage the business undertaking.
b) employ workers or take advantage of other cooperation forms specified by the provisions of the applicable civil law.
c) take advantage of the help of voluntary workers.
d) conclude tenancy, leasehold, and loan agreements, as well as various leasing contracts if need be.
Capital and revenues of the Foundation
The capital of the Foundation shall be its establishment fund amounting to PLN 2000,- (two thousand Zlotys) paid by the Founder, as well as financial means, real estates, and chattels obtained by the Foundation in the course of its operation. PLN 1000,- (one thousand Zlotys) shall be reserved for the commercial undertakings performed by the Foundation.
Foundation shall be responsible for its liabilities to the total sum of its capital.
1. Revenues of the Foundation may be acquired from:
1) donations, inheritances, and fees, both domestic and foreign ones;
2) grants, subsidies, contributions, and gifts;
3) income generated by saving money on investment funds in banks and capital market-specific institutions, both domestic and foreign ones;
4) financial operations;
5) income from fundraisers, collections, and both public and private events;
6) income connected with utilizing owned real estates and chattels;
7) income strictly connected with Foundation’s capital;
8) social subsidies granted in compliance with art. 448 of the Civil Code;
9) donations granted by proper bodies;
10) performing business undertakings.
2. Revenues of the Foundation from inheritances, subsidies, and donations may be used to realize the goals of the Foundation shall the Management agree to do so, unless the donators specify otherwise.
3. While collecting donations and inheritances, statements required by law are issued by the Management of the Foundation.
4. In the case of inheritances, the Management of the Foundation shall issue a statement relating to the acceptance of such inheritance with all the liabilities connected with it, but only if it is clear at the moment of statement issuing that the value of the inheritance remarkably exceeds inheritance-related debts.
1. Natural persons, legal persons, and organizational units without legal identity who make a donation or subsidy exceeding the amount of EUR 2.000 (two thousand Euro) at once or throughout a year, basing on the average exchange rate proposed by the National Bank of Poland shall be awarded, if they agree for such an award to be granted to them, an honorary „Foundation Benefactor” title.
2. „Foundation Benefactor” title shall be personal in character.
3. Aside from the „Foundation Benefactor” title, the Foundation shall have the right to award such entities with other titles, diplomas, honorary medals, as well as to award them with other tokens of gratitude and acknowledgements if they are natural persons, legal persons, and organizational units without legal identity that have had a remarkable impact on the realization of the goals set by the Foundation.
In the case of the Foundation, a fiscal year shall be equivalent to a calendar year. Yearly reports shall be issued no later than on 30th March of the year after the financial year in question and such report shall be accepted no later than on 31st May.
Business operation of the Foundation
1. In order to increase the capital allowing for the realization of goals set by the Foundation, said entity shall manage business operation both in Poland and abroad.
2. Foundation shall manage its business operation in compliance with the applicable law regulations.
3. Scope of business operation of the Foundation is as follows:
- 47.91.Z, Retail sales via mail-order companies or the Internet,
- 47.99. Z, Other retail sales outside shop chains, stalls, and markets,
- 63.12.Z, Website management
- 64.19.Z, Other financial intermediation-related undertakings
- 64.99.Z, Other financial servicing undertakings not classified elsewhere, except of insurances and pension funds,
- 66.19.Z, Other undertakings supporting financial services provided, except of insurances and pensioner funds,
- 68.10.Z, Purchasing and selling real estates on entity’s own account,
-63.99.Z, Other information-oriented servicing not classified elsewhere,
- 69.10.Z Legal undertakings,
- 73.20.Z Market and public opinion surveying.
4. Revenues from the managed business undertakings shall be spent on realizing tasks of the Foundation specified in art. 5 of the Statute..
5. Business undertakings performed by the Foundation shall be supervised by the Management. The Management may appoint a separate entity to supervise such undertakings. The Foundation shall manage and issue reports relating to the performed business undertakings in compliance with the applicable accounting-related regulations.
Managerial Board of the Foundation
Boards of the Foundation shall include:
- Managerial Board, hereinafter referred to as the „Management”,
1. Management shall include a single or several individuals.
2. Single person Management shall incorporate the Chairman of the Foundation, hereinafter referred to as the „Chairman”.
3. Management involving several individuals, namely from two to three people, shall incorporate the Chairman and Managerial Board members. All the entities shall be appointed and – if need be – recalled by the Founder.
4. Founder discussed in art. 1 point 1 of the Statute may become a Managerial Board member or even the Chairman of the Foundation.
5. Member of the Board position held by the Founder shall be granted for an indefinite period of time, unless the Founder resigns. Other members of the Managerial Board shall act as such for 5 years. Members can be chosen for more than one term.
6. Term of a Managerial Board member shall end at the moment of:
1) issuing a written resignation,
2) recalling a member by the Founder,
3) death of a member,
4) term conclusion.
7. Undertakings performed by the Managerial Board shall be supervised by the Chairman.
1. Managerial Board shall supervise the operation of the Company and represent it.
2. Each Management member shall have the right and responsibility to manage issues strictly connected with the Foundation, which shall especially relate to all judicial and extrajudicial procedures handling.
3. Management member may appoint another person to perform certain actions in writing.
4. Subject to the provisions of point. 5, each member of the Management can issue statements and make liabilities on behalf of the Foundation, including concluding agreements with the employees of the Foundation and voluntary workers.
5. Making financial liabilities exceeding PLN 100.000,00 (a hundred thousand Zlotys), as well as purchasing or selling real estates on behalf of the Foundation shall require the involvement of the Chairman or Founder.
6. Written documents and statements can be issued by a single Managerial Board member.
1. Management shall be responsible for realizing tasks set by the Foundation and for its both financial and economic results.
2. Management competences shall include making decisions relating to all issues connected with the Foundation, especially:
a) managing current actions of the Foundation, including business undertakings of the Foundation;
b) agreeing upon operation plans of the Foundation and financial plans;
c) adopting regulations;
d) managing the assets of the Foundation;
e) specifying the amount of workers to be employed and their remuneration;
f) collecting donations, inheritances, subsidies, grants, and gifts;
g) co-deciding in terms of changing the Statute of the Foundation, merging with another Foundation, and closing down the Foundation;
h) deciding on the manner of utilizing the assets left after closing down the Foundation, providing that such use is in line with the goals of the Foundation;
i) awarding individuals having a remarkable impact on the realization of goals of the Foundation with acknowledgements and tokens of gratitude.
3. Management shall make decisions during meetings and adopt them in the form of resolutions. They shall be passed with the ordinary majority of votes of members attending the meeting of the Managerial Board. In the case of an equal number of votes, the vote of the Chairman shall be the decisive one. Meetings of the Management shall be documented with regard to decisions made. Resolutions passed by the Managerial Board shall not be confirmed by a notary.
4. All members of the Managerial Board shall be informed about the meeting.
Foundation shall have no right to perform undertakings based on:
1) granting loans to or securing liabilities with the assets of the Foundation for members and workers of the Foundation, as well as for people such individuals are married to, live with, are connected with, related to, or supervised by, hereinafter related to: „family and friends”;
2) transferring the assets of the Foundation to members and workers of the Foundation, as well as to their family and friends in a manner different from transfers made for third parties, especially if such transfer is toll-free or connected with a negligible fee only;
3) utilizing the assets of the Foundation to support members and workers of the Foundation, as well as their family and friends in a manner different from support offered to third parties, unless such use is strictly connected to realizing tasks set by the Foundation;
4) purchasing goods and services from entities the members of the Management, Foundation employees or their friends and family are involved in by following principles different from the ones opted for while purchasing such goods and services from third parties or offering prices exceeding the market-specific ones.
1. Founder shall have the right to introduce amendments to this Statute.
2. Statute changes may relate to tasks to be realized by the Foundation specified in art.1 point 2 of the Foundation Establishment Act.
Merger with a foundation
1. To improve the efficiency of realizing set tasks, the Foundation may merge with a different foundation. Such merger cannot be concluded if it would remarkably change the major goals of the Foundation.
2. Decisions on mergers shall be made in an equivocal manner by the Managerial Board and the Founder in the form of resolutions.
Closing down the Foundation
1. Foundation may be closed down at any time.
2. Foundation shall be closed down after completing all the set tasks or exhausting all the assets and the capital of the Foundation.
3. Decision on closing down the Foundation shall be made in an equivocal manner by the Managerial Board and the Founder in the form of a resolution.
4. Foundation liquidators shall be appointed and called off by the Managerial Board.
Financial means and assets left after closing down the Foundation may be utilized to support other foundations realizing similar goals and operating within the borders of the Republic of Poland if such a resolution is adopted.
Reports relating to the annual operation of the Foundation shall be presented to a proper minister no later than on 31st March of the year following the year the report relates to.
Statute shall enter into force on the day of registering the Foundation by the Regional Court for the city of Szczecin.
1. Statute shall be issued in 4 identical copies.
2. To all issues not governed by this Statute, the provisions of the Act of 6th April 1984 on Foundations and other currently applicable law regulations pertaining to foundations shall apply.
This Statute of the Foundation, basing on art. 5 point 1 of the Act of 6th April 1984 on Foundations shall be issued and accepted by the Founder being Paweł Piotr Panufnik. Founder shall also sign the document below.
Szczecin, 1st March 2019.