PREAMBUŁA. Statute of the United Way Poland Foundation

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1 PREAMBUŁA UNITED WAY WORLDWIDE - international charity organization uniting 260 non-governmental organizations of 41 world countries, acting for development of local communities and aid for the mostly needing persons, being guided by the principles of self - government, sovereignty, transparency, non-political character and being not connected with any religious movement created in 1995 (Foundation) Fundacja United Way Polska (United Way Poland Foundation). Statute of the United Way Poland Foundation consolidated text of amendments adopted on , , , , Chapter I GENERAL PROVISIONS Article 1 1. The Foundation bearing the name Fundacja United Way Polska ( United Way Poland Foundation ) has been established by an organisation operating under the name United Way International (currently United Way Worldwide ) by a notary deed prepared on December by Notary Teresa Janeczko at the Notary Office in Warsaw, ul. Świętokrzyska 20, repertory number nr 7612 / Fundacja United Way Polska operated under the Act of Law of 6 April 1984 on Foundations (consolidated text Journal of Laws No. 46 of 1995, item 203), the Act of Law of 24 April 2003 on Public Benefit and Volunteer Work, applicable law and regulations of this statute. 3. Fundacja United Way Polska is a Public Benefit Organization (Organizacja Pożytku Publicznego) as defined in the Act of Law of 24 April 2003 on Public Benefit and Volunteer Work. Fundacja United Way Polska is a legal entity. Article 2 1

2 Article 3 Fundacja United Way Polska uses a stamp with the Foundation s name. Article 4 Fundacja United Way Polska shall be based in the capital city of Warsaw. Article 5 Fundacja United Way Polska shall operate both in the Republic of Poland and outside the Republic of Poland in compliance with prevailing laws. Article 6 Fundacja United Way Polska is established for an unlimited time. Article 7 Fundacja United Way Polska shall be supervised by the Minister of Labour and Social Policy. Chapter II THE FOUNDATION S PURPOSE AND PRINCIPLES OF OPERATION Article 8 The purpose of the Fundacja United Way Polska shall be to provide help in welfare, health care, rehabilitation, vocational activation, civil education, education and upbringing to people in difficult life situation and to organisation, especially those who operate on a local level, promoting knowledge about giving and receiving aid. Article 9 Fundacja United Way Polska realizes its statutory objectives by conducting free of charge public benefit activity, in particular by: 1. providing social assistance, aimed on preventing marginalization of ill, disabled and unprivileged people, 2. health care, healthy lifestyle promotion, pro-health prevention, 3. preventing social pathologies, including domestic violence, 4. psychological support and psychological education for people in need, 2

3 5. career counselling for the unemployed and workers at risk of losing their jobs, 6. human rights protection, 7. organization and promotion of voluntary work, 8. supporting institutions that provide help for ill, disabled and unprivileged people, 9. training and informational campaigns, 10. publishing campaigns, 11. exchanging experience in the field of Foundation s aims and activities, 12. cooperation with persons, entities and institutions that act in the field of foundations objectives, 13. conducting trainings in the field of civic education, 14. development of cross-sectorial collaboration for people and groups in need. 15. activities in the field of sports and tourism, including people with disabilities, 16. activities in the field of national heritage, culture and art. Article Apart from the free of charge public benefit activity, Fundacja United Way Polska may carry out economic activity. Income from such activity shall be allocated for the implementation of statutory objectives as a whole. 2. According to Polska Klasyfikacja Działalności (PKD) Polish Classification of Economic Activity, Foundation may conduct economic activity in following fields: 1) publishing books, brochures, folders, bulletins and similar publications containing information about entities that provide assistance in the scope of Foundation's objectives, about terms of use of the assistance and operational methods of such entities (PKD Z), 2) publishing postcards, calendars and posters (PKD 58.19Z), 3) organizing and conducting trainings PKD B), 4) providing individual therapy (PKD 88.99Z), 5) organizing trade fairs, exhibitions and conferences (PKD Z), 6) other retail sales conducted in non-specialized stores (PKD Z), 7) retail sales conducted by mail-order houses or through the Internet (PKD Z), 8) other retail sales conducted outside the sales network, stalls and marketplaces (PKD 47.99Z). Chapter III PROPERTY OF FUNDACJA UNITED WAY POLSKA 3

4 Article 11 The property of Fundacja United Way Polska consists of the initial fund and other assets acquired in the course of Foundation's activity. The value of financial means intended for the economic activities conducted by the Foundation in accordance with this statute amounts to PLN. Article Income of Fundacja United Way Polska includes: a) income from collections and public events, b) grants, subventions, donations, inheritance and bequests, both domestic and foreign, c) income from assets, real estate and property rights, transferred to Fundacja United Way Polska free of charge or for remuneration, d) income from Foundation's assets, e) income from economic activity. 2. Fundacja United Way Polska may raise and deposit its founds both in domestic and foreign currencies in appropriate banks, according to polish foreign exchange law. 3. The entire income of Fundacja United Way Polska coming from sources named in the Statute is reserved exclusively for realization of its statute objectives. 4. Fundacja United Way Polska may invest its funds by purchasing bonds, treasury bills, investment fund shares and other securities, according to the current legislation, and allocate the acquired interest for realization of its statute objectives. Article 13 Fundacja United Way Polska is not entitled to: 1. grant loans or guarantee liabilities with the property of Fundacja United Way Polska to members, members of its bodies, employees and persons with whom the members of staff are married, in cohabitation, or affinity or in kinship in a straight line, kinship or affinity in collaterally to the second degree, or are associated by adoption, guardianship or custody (hereinafter referred to as "related persons") 2. transfer property of Fundacja United Way Polska to its members, members of its bodies, employees or their relatives on other rules than in relation to third parties if the transfer is free of charges or based on preferential conditions, 4

5 3. employ the property of Fundacja United Way Polska to support members, members of it bodies, employees or their relatives on other rules than in relation to third parties, unless it follows directly statutory objectives of the Foundation, 4. to purchase goods or services from entities in which members of the organization, members of its bodies or employees and their relatives participate on other rules than in relation to third parties or at prices higher than market. Article 14 Fundacja United Way Polska should: 1. support respect toward all people regardless to their race, skin colour, religious views, age, sex, marital status, sexual orientation, appearance or disabilities 2. counteract mobbing in any form, sexual harassment or any other harming, 3. avoid any actions that could cause conflict of interests with any interest of the Fundacja United Way Polska. Chapter IV ORGANS AND ORGANIZATION OF FOUNDATION Article 15 The organs of Fundacja United Way Polska are: a) Council of Fundacja United Way Polska, hereinafter called Council b) Presidium of the Council c) Board Article Council is composed of at least 6 persons and the members are chosen as following: 1) first six members of the Council are appointed by the Founder, 2) other members of the Council are appointed by the Council by simply majority of votes in presence of at least 50% and one current members of the Council, 2. The Council is appointing from among its members the President and Vice-President. President and in case of his absence Vice-President, conducts the proceedings of the Council. 3. Member of the Council serves a two-year term, and can be re-elected twice, for a total of six years. 5

6 4. After maximum term of being in power, which is mentioned in clause 3, member of the Council can seek a new mandate in the Council after a period of one year. 5. Person who was convicted by a lawful decision of court for a wilful crime or tax crime cannot be a member of the Council. 6. Council member cannot in a relation of kinship, affinity, or subordination, married or in cohabitation with member of the Council. 7. Council members cannot receive any payment for their duties or reimbursement of expenses in the amount higher than the average monthly salary in the corporate sector announced by the President of CSO (GUS) for the previous year. Article The Council is appointing at least 3 persons from among its members for the Presidium of the Council. 2. The works of Presidium are directed by the President or Vice-President of the Council or his deputy, who also become members of Presidium. 3. The Presidium is in power to mark out and initiate new direction of Fundacja United Way Polska activities. 4. The term of office of the Presidium has duration of 2 years. Member of the Presidium can be reelected as in article 16 clause Presidium has its meetings at least 3 times in year. Article The Council meets at least twice a year. 2. The Council meets on the initiative of a. Presidium of the Council b. President of the Council c. At least 25% members of the Council d. Board 3. The Council undertakes the decisions in the form of resolutions by simple majority votes, in the presence of at least 50% and one members of the Council subject to article 35, article 36 clause 2 and article 37 clause 1. In case of equal number of votes in the voting by the simple majority of votes, the vote of the President is deciding. 4. With permission of the President of the Council of resolutions can be undertaken without meeting via a postal vote. Electronic means of communication are accepted. 6

7 5. In case of absence, member of the Council can authorize another person to represent and vote on his behalf. 6. Number of authorizations mentioned in clause 5 cannot be higher than 25% of all voting members of the Council. 7. The Council while fulfilling its functions can use the opinions and assessment of specialists or the committee appointed by The Council for this purpose. Article 19 The duties of the Council are: 1. supervision of the activity of the Foundation, 2. mark out main directions of activity of the Foundation, 3. assessment of work the Board. accepting annual reports and balance sheet and acknowledgement for members of the Board, 4. appointment and revocation of President and members of the Board, decisions on employment of them and establishment of salaries with reservation of article 25 clause 3, 5. undertaking resolutions, 6. undertaking resolutions concerning Regulations of Work of the Council and the Board, 7. cooperation with companies and partner organisation, local communities, government and local governments within committees mentioned in article 21. Article 20 Member of the Council should: 1. involve themselves into everyday life and development of Fundacja United Way Polska by different kind of help and support, including financial help, 2. support actions of Fundacja United Way Polska with counselling, 3. help with establishing cooperation with new partners and contractor within Fundacja United Way Polska projects, 4. participate in setting main goals and strategies of Fundacja United Way Polska 5. involve themselves in development of Fundacja United Way Polska, 6. obey the laws regarding activities of Fundacja United Way Polska. Article 21 7

8 1. For the purpose of cooperation between the Council and organisations, mentioned in article 19 clause 7, the Council of Fundacja United Way Polska can appoint by resolution a committee for special purposes e.g. the Committee of the Honorary Members of the Council, the Committee of the Financial Supervision Committee of the Inter-sectorial Cooperation, the Committee of the Cooperation with Business, the Committee for Cooperation with NGOs, the Committee of Social Campaign, the Committee for the Development of Social Programs of United Way Poland Foundation, etc. 2. 2/3 members of every Committee, mentioned in clause 1, should be members of the Council and 1/3 members of every Committee, should be representatives of entities mentioned in article 19 clause Meeting of the Committees take place before and after planned Council s meeting. 4. Members of the Council who are in the same time members of the Committee, mentioned in clause 1, present the report of its activities during the Council s meetings. 5. Members of the Committees do not receive any payment under the membership. Article Outgoing member of the Council can become an Honorary Member of the Council. 2. The title of an Honorary Member of the Council can be entitled with person concerned consent. 3. Honorary Member of the Council have the right to take part in the meetings of the Council on the same bases as Member of the Council. They shall be informed about the meetings on the same bases as Member of the Council. Honorary Member of the Council do not have right to vote. Article 23 Membership in the Council is suspended: 1. in case of appointment of Members of the Council to the Board of the Foundation - for the period of his work in Board. 2. for the period of his remunerated work for the Foundation. Article Membership in the Council expires: 1) with death of member of the Council, 2) as a consequence of resignation of member of the Council, 3) as a consequence of dismissal of member of the Council. 8

9 2. The Council can recall a member of the Council if: 1) his activity is harmful for Fundacja United Way Polska or jeopardize its reputation 2) he has not taken part in at least 3 consecutive meetings of the Council. Article Board of the Foundation is composed of 2-5 members. 2. The term of the office of the Board has duration of three years. The members of the Board can be re-elected. 3. First make-up of the Board - President and members - are appointed by the Founder. 4. Each next make-up of the Board or its members are appointed by the Council according to article 19 clause 4. Article The Board directs the activity of Fundacja United Way Polska and represents it outside. 2. The declarations of intent on behalf of Fundacja United Way Polska are made by the President of the Board individually, two members of the Board jointly or member of the Board with legal representative authorized by the Board. Article Members of the Board can be employed by Fundacja United Way Polska. The Council in resolution decides about the amount of salary. Employment agreement is signed by the President of the Council. 2. Person who was convicted by a lawful decision of court for a wilful crime or tax crime cannot be a member of the Board. Article 28 Duties of the Board are all matters not reserved to another bodies of Fundacja United Way Polska, according to the legal prescriptions of Statute of Fundacja United Way Polska, in particular: 1) resolutions concerning annual financial plans, 2) direction of current activity of Fundacja United Way Polska executing statutory objectives and gaining funds for them, 3) reception and distribution of donations, inheritances, subventions and grant-in-aids. 9

10 4) appointment and revocation of branches, representations, establishments and bureaus and their directors, 5) presentation to the Council the annual report of activity of Fundacja United Way Polska, 6) employment and dismissal of employees of Fundacja United Way Polska, 7) execution of the legal duties of Fundacja United Way Polska, 8) close cooperation with United Way Worldwide. Article Board meetings are held as necessary, but not less frequently than quarterly. 2. The meetings of the Board are convoked by the President individually or: 1) on motion of member of the Board, 2) on motion of Presidium of the Council or at least 25% of members of the Council within 14 days from written motion. 3. Members of the Board shall be informed about the date of the meetings of the Board in term of 5 days before the meeting. Article 30 The Board undertakes the resolutions by simple majority of votes in the presence of at least 50% and one members of the Board. In case of equal number of votes the vote of President is deciding. Article 31 The membership in the Board expires in case of: 1) death of member of the Board, 2) written resignation, 3) end of the Board term of office, 4) dismissal by the Council. Article 32 The Board can appoint the committees and experts. Article 33 Meetings of the Council, Presidium and Board are noted down in the minutes. 10

11 Article 34 The detailed range of activity and mode of work of the Council and the Board and way of recording and filing of minutes from its meetings are determined in Work Regulations of the Council and the Board which are resolved by the Council. Chapter V CHANGES IN THE STATUTE AND FUSION OF FOUNDATIONS Article 35 The changes in Statue of Fundacja United Way Polska can be made by the Council by simple majority of votes in the presence of at least 50% and one members of the Council. Article For effective realization of the purposes Fundacja United Way Polska can be fused with another organisation seated in the territory of Republic Poland. 2. The decision on fusion can be undertaken by the Council by majority of 2/3 of votes in the presence of at least 50% and one members of the council. 3. The President of the Board concludes fusion contract on behalf of Fundacja United Way Polska. Chapter VI LIQUIDATION OF FOUNDATION Article The Council can decide on liquidation of Fundacja United Way Polska by majority of 2/3 votes in the presence of at least 50% and one members of the Council. 2. Liquidation process of Fundacja United Way Polska is ran by the Board or by liquidators appointed by the Council. 3. Property left after completing liquidation process shall be transferred to United Way Europe. Andrzej Jonas The President of the Council 11