Foundation Statute

Chapter I.
GENERAL PROVISIONS
§ 1

Fundacja To Się Uda („Fundacja”) was established by Zrzutka.pl sp. z o.o., hereafter referred to as the Founder, by a notarial deed prepared by notary Mariusz Artur Muc from the Notary Office in Wrocław on June 10, 2020, repertory A No. 1678/2020.

§ 2

  1. The Foundation operates under the provisions of the Act of April 6, 1984, on foundations (Journal of Laws of 2018, item 1491, as amended) and the provisions of this Statute.
  2. The Foundation is based in Wrocław.
  3. The Foundation operates within the territory of the Republic of Poland, but where necessary for the proper implementation of its objectives, it may also operate outside the borders of the Republic of Poland in accordance with local law and international law.
  4. The duration of the Foundation is indefinite.
  5. The Foundation uses seals with the name and headquarters and stamps with the Foundation’s identification data. The Foundation may use a distinctive graphic sign and other markings established by the Foundation’s Board.
  6. The Foundation may use foreign language equivalents of its name.

§ 3

  1. The Foundation acquires legal personality upon its entry into the National Court Register.
  2. The Foundation is supervised by the Minister of Family, Labour and Social Policy.

§ 4

  1. The Foundation may establish certificates, badges and award them along with other awards and distinctions to individuals and legal entities meriting for the Foundation or for areas constituting the objectives of the Foundation, contributing to the realization of the Foundation’s objectives.
  2. For the performance of its statutory tasks, the Foundation may establish permanent and temporary field units. If necessary, the Foundation may establish branches, establishments, affiliates, and other organizational units, and may join foundations, federations, and associations to achieve its objectives.

Chapter II.
OBJECTIVES AND PRINCIPLES OF THE FOUNDATION’S OPERATION
§ 5

  1. The objectives of the Foundation are:
    a) Charitable activity;
    b) Assistance to victims of disasters, natural calamities, armed conflicts, and wars in the country and abroad;
    c) Social assistance, including help for families and individuals in difficult life situations and equalizing opportunities for these families and individuals;
    d) Supporting families and foster care systems;
    e) Protection and promotion of health;
    f) Activities for disabled people;
    g) Activities for elderly people;
    h) Activities supporting the development of technology, inventiveness, and innovation, as well as dissemination and implementation of new technical solutions in economic practice;
    i) Activities for children and youth, including children and youth recreation;
    j) Supporting culture, art, protection of cultural assets and national heritage;
    k) Ecology and animal protection and protection of natural heritage;
    l) Promotion and organization of volunteering;
    m) Activities for non-governmental organizations.

§ 6

  1. The Foundation achieves its objectives by:
    a. Organizing online collections to achieve specifically indicated objectives constituting the realization of statutory objectives;
    b. Promoting the objectives of the Foundation in the country and abroad;
    c. Providing advice, training, and informational assistance in the implementation of statutory objectives;
    d. Educational, publishing, informational, and advertising activities in the implementation of statutory objectives;
    e. Cooperation with local authorities, government bodies, non-governmental organizations, and other entities in the implementation of the Foundation’s objectives;
    f. Organizing material and financial collections to achieve statutory objectives; g. Supporting other legal or natural persons whose activities coincide with the statutory objectives of the Foundation;
    h. Participating in various initiatives serving the realization of the Foundation’s objectives, at home and abroad.

The Foundation achieves its objectives within the framework of non-profit public benefit activities.

§ 7

The Foundation maintains financial management and accounting records according to the rules set in separate regulations.

Chapter III
ASSETS AND INCOME OF THE FOUNDATION
§ 8

The Foundation’s assets consist of the founding fund in the amount of PLN 500 (five hundred zlotys) and other property acquired by the Foundation in the course of its operation.

§ 9

The Foundation is liable for its obligations with all its assets.

§ 10

  1. The Foundation’s revenues come, in particular, from:
    a. Online collections;
    b. Donations, bequests, legacies;
    c. Grants and subsidies from legal persons;
    d. Public collections;
    e. The Foundation’s assets;
    f. Interest and bank deposits.
  2. The entire revenue obtained by the Foundation through online collections is allocated exclusively to the realization of the objectives indicated in the descriptions of these collections, in accordance with the provisions of § 11.
  3. The costs of the Foundation’s operations are covered by targeted donations intended exclusively for this purpose.
  4. Revenues from subsidies, donations, bequests, and legacies can be used to realize all the objectives of the Foundation unless donors explicitly stipulate otherwise in writing.
  5. The donor transferring assets to the Foundation may stipulate their use for specific types of activities. The Board of the Foundation may refuse to accept this condition. In such a case, the Foundation returns the transferred assets to the donor.
  6. The Foundation accumulates financial resources and finances investments serving the realization of its statutory objectives.
  7. The Foundation does not conduct business activities.

§ 11

  1. The Foundation may organize online collections on designated portals, aiming to achieve a specific objective within the scope of the Foundation’s statutory objectives.
  2. The objective of each collection organized in the manner indicated in paragraph 1 will be detailed in the description of such a collection.
  3. The Foundation transfers to the objective indicated in the description of the collection the entire amount of funds collected for the Foundation. Except as indicated in paragraph 4, these funds cannot be transferred to another purpose, including the administrative activities of the Foundation or the realization of another of the Foundation’s statutory objectives.
  4. In the event that, for reasons beyond the Foundation’s control, the realization of the objective indicated in the description of a given collection becomes impossible (e.g., death of its intended beneficiary), the funds collected so far within such a collection, the Foundation may, at its discretion:
    a) Transfer to another (one or several) online collections conducted by the Foundation;
    b) Transfer to the realization of the Foundation’s statutory objectives; with the Foundation making efforts to ensure that the funds collected within such a collection are allocated to an objective as close as possible to that indicated in its description.
  5. In the event that the realization of the objective of a given collection becomes impossible in accordance with paragraph 4, the Foundation informs donors who have made payments to such a collection about the new allocation of the funds collected within it, in particular by updating the description of such a collection.

Chapter IV.
AUTHORITIES OF THE FOUNDATION
§ 12

The authorities of the Foundation are:
a. The Foundation Council, hereinafter referred to as the Council;
b. The Foundation Board, hereinafter referred to as the Board.

The Foundation Council
§ 13

  1. The Council is a supervisory body in matters assigned to its competence by the provisions of the Statute, and also an advisory body in other matters.
  2. The opinions of the Council aim to ensure the proper realization of the Foundation’s objectives and the Founder’s will.
  3. The Council consists of at least three members and is elected for an indefinite period. The Council elects from among its members the Chairman of the Council, who directs its work.
  4. Members of the Council are appointed by the Founder by a declaration of will made in accordance with the principles of its representation. The Founder may dismiss individual members of the Council in the same way.
  5. The functions of the members of the Council are performed without remuneration.
  6. Membership in the Council expires as a result of:
    a. Voluntary resignation, submitted to the Chairman of the Council;
    b. Loss of civil rights as a result of a final court judgment for a crime committed intentionally;
    c. Dismissal, as referred to in paragraph 4 sentence 2 of this paragraph;
    d. Death of a member.
  7. Membership in the Council cannot be combined with membership in the Board.

§ 14

  1. The tasks of the Foundation Council include:
    a. Setting the main directions of the Foundation’s activities;
    b. Supervision and control over the Foundation’s activities, particularly control over the Foundation’s assets;
    c. Control over the financial management of the Foundation, especially the control of accounting books and the realization of income and expenses of the Foundation;
    d. Approving financial obligations incurred by the Foundation exceeding the amount of PLN 1,000;
    e. Approving annual reports of the Board on the activities and granting discharge to the Board;
    f. Other matters related to the control of the Board’s activities and the realization of the Foundation’s statutory objectives;
    g. Appointing and dismissing members of the Board, including the President of the Board, as well as suspending individual or all members of the Board from their functions, and determining their remuneration;
    h. Opinionating all matters submitted by the Board;
    i. Making decisions on changes to the Foundation’s statute;
    j. Making decisions on merging with another foundation or on the liquidation of the Foundation.
  2. Decisions on matters indicated in paragraph 1 items a), b), c), e), and f) are made by a simple majority of the Council’s votes in the presence of at least half of its members. Decisions on matters indicated in paragraph 1 items d) and h) require the consent of any member of the Council unless another member of the Council objects to such a matter – in which case they are made by a simple majority of votes. Decisions on matters indicated in paragraph 1 items g), i), and j) require unanimity of all members of the Council.
  3. In case of a tie in votes, the Chairman of the Council’s vote is decisive.
  4. To perform its functions and tasks, the Council of the Foundation has the right to inspect the current activities through:
    a. The right to demand from the Council and employees of the Foundation to present all documents and other materials concerning the Foundation’s activities in all its areas, including reports and explanations,
    b. Conducting asset revisions and financial control of the Foundation.

§ 15

  1. The Council meets at least once a year.
  2. The Council is convened by the Chairman of the Council on his own initiative or at the request of the Council.
  3. The Council meeting can be convened in an extraordinary manner to consider a matter of special character, at the initiative of the Council or at the request of the Chairman of the Council or at least two of its members.
  4. An extraordinary Council meeting should be convened no later than within 14 days from the date of submission of the request.
  5. It is possible to hold a Council meeting without prior convening if all members of the Council are present at the meeting and none of the Council members object to holding such a meeting or the proposed agenda.
  6. Each of the ordinary members of the Council has one vote.
  7. The Council meetings are led by the Chairman or a member of the Council designated by him.
  8. Council members may participate in the meeting and vote via means of direct remote communication.
  9. Persons and representatives of organizations whose activities are aligned with the Foundation’s goals may be invited to participate in the Council meeting. The participation of these persons in the Council meetings is advisory.
  10. Resolutions of the Council can be made outside the meeting in writing, including via e-mail.

The Foundation’s Council
§ 16

  1. The Council consists of at least one member, including the President, appointed by the Council for an indefinite period.
  2. The first composition of the Council is appointed by the Founder. Subsequent compositions are elected by the Council.
  3. Membership in the Council ceases due to:
    a. submission of resignation to the Council,
    b. death of a Council member,
    c. dismissal by the Council.

§ 17

  1. The Council manages the Foundation’s activities and represents it externally.
  2. The Council’s responsibilities include making decisions in all matters not reserved for the Council of the Foundation, particularly:
    a. managing the current activities of the Foundation,
    b. realization of statutory goals,
    c. preparing work plans and budgets, financial balances, and annual reports of the Foundation’s activities,
    d. management of the Foundation’s assets,
    e. representing the Foundation externally,
    f. accepting donations, legacies, and bequests,
    g. making resolutions and managing in the field of administration and financial activities,
    h. appointing and dismissing the Foundation’s proxies,
    i. deciding on the organizational structure of the Foundation and determining the permanent number of employees,
    j. hiring employees and determining their salaries,
    k. clarifying the division of work among the members of the Foundation’s Council,
    l. enacting regulations for reimbursing costs and expenses to individuals who incurred them in connection with the Foundation’s activities,
    m. submitting a request to the Council to amend the statute,
    n. requesting the Council to merge or liquidate the Foundation,
    o. creating and abolishing Foundation’s establishments and other organizational units,
    p. presenting reports on the Council’s activities, action programs, and analysis of the proper use of financial resources and other assets of the Foundation upon request of the Council or the minister responsible for the Foundation’s goals.
  3. The Council is required to submit an annual report on the Foundation’s activities to the Council each year.
  4. The Council is obliged to obtain the approval of a Foundation council member in the case of costs exceeding 1000 PLN.
  5. Council members may be remunerated for performing their functions based on the appointment resolution specifying the amount of remuneration.
  6. Council members may remain in an employment relationship with the Foundation. In this case, their salaries are determined by a resolution of the Council.
  7. The Council may engage entities to perform specific statutory tasks of the Foundation, including managing the Foundation’s office, based on civil law contracts, particularly employment contracts.

§ 18

  1. In the case of a single-member Council, the President of the Council exercises all the rights of the Council.
  2. In the case of a multi-member Council, Council meetings are held as needed, but no less frequently than once a quarter.
  3. The Council meetings are chaired by the President or, in his absence, by a member of the Council designated by him.
  4. Council meetings are convened by the President – in his absence or inability to convene by the President – by a member of the Council designated by him, sending information about the date to all other members of the Council by email, or, in the absence of such a possibility, by registered letter, at least 3 days before the planned meeting. In urgent cases, it is possible to convene a Council meeting the next business day.
  5. It is possible to hold a Council meeting without prior convening if all members of the Council are present at the meeting and none of the Council members object to holding such a meeting or the proposed agenda.
  6. The Council makes decisions by a simple majority of votes in the presence of at least half of its members, unless further provisions state otherwise. In case of an equal distribution of votes, the President’s vote is decisive.
  7. Council members may participate in the meeting and vote via means of direct remote communication.
  8. Resolutions of the Council can be made outside the meeting in writing, including via e-mail.

Representation and Incurring of Financial Obligations
§ 19

To make declarations of intent on behalf of the Foundation, including in property matters, the following are authorized: in the case of a single-member Council – the only member of the Council independently, and in the case of a multi-member Council: two members of the Council acting jointly or one member of the Council acting jointly with a proxy appointed by the Council, or the President of the Council independently.

Chapter V.
FINAL PROVISIONS
§ 20

The Foundation may not:

  1. grant loans or secure the Foundation’s assets against the obligations of its members, members of the Foundation’s organs, or employees and their spouses or relatives by blood or marriage in a direct line, relatives by blood or marriage in the collateral line up to the second degree, or those related by adoption, guardianship, or curatorship,
  2. transfer the Foundation’s assets for the benefit of its members, members of the Foundation’s organs, employees, and their close relatives, on terms other than those applicable to third parties, especially if the transfer is made free of charge or on preferential terms,
  3. use the Foundation’s assets for the benefit of members, members of the Foundation’s organs or employees, and their close relatives on terms other than those applicable to third parties, unless such use directly results from the statutory purpose of the Foundation,
  4. buy goods or services on special terms from entities in which the members of the Foundation, members of the Foundation’s organs, or employees and their close relatives participate.

§ 21

  1. The Foundation may merge with another foundation for the effective realization of its goals.
  2. A merger with another foundation cannot occur if it would significantly change the Foundation’s purpose.

§ 22

  1. The Foundation shall be liquidated in case of achieving the goals for which it was established or in case of exhaustion of its financial resources and assets.
  2. The Council of the Foundation must notify the minister responsible for health about the liquidation.
  3. The liquidation of the Foundation is carried out by the Council or a liquidator appointed by a resolution of the Council.
  4. The financial resources and assets remaining after the liquidation of the Foundation may be allocated by a resolution of the Council for the benefit of organizations operating in Poland with similar objectives.

§ 23

Changes to the Foundation’s statutes are made by the Council with an absolute majority of votes, with at least half of the members eligible to vote present. The change may relate to the objectives specified in the founding act.

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