FUNDACJA DAJEMY DZIECIOM SIŁĘ
(EMPOWERING CHILDREN FOUNDATION)
The Foundation bearing the name “FUNDACJA DAJEMY DZIECIOM SIŁĘ” (“EMPOWERING CHILDREN FOUNDATION”), hereinafter referred to as „the Foundation” (formerly operating under the name “FUNDACJA DZIECI NICZYJE” or “NOBODY’S CHILDREN FOUNDATION), established by PLEOGRAF Spółka z Ograniczoną Odpowiedzialnością (Limited Liability Company) domiciled in Warsaw, hereinafter referred to as „the Founder” – by a notary deed issued at the Notary Office No. 59 in Warsaw, repertory number 125/91, for indefinite time, shall operate under the Foundation Act and the provisions hereof.
The Foundation is a legal entity.
The Foundation may use its translated name for purposes of international collaboration.
The Foundation may use an iconic or combination mark logo corresponding to the Foundation’s name.
The Foundation shall be based in the capital city of Warsaw.
- The Foundation shall operate in the Republic of Poland.
- The Foundation shall be supervised by the minister responsible for social security issues.
- In order to pursue its purposes the Foundation may also operate outside the Republic of Poland.
THE FOUNDATION’S PURPOSE AND PRINCIPLES OF OPERATION
The purpose of the Foundation shall be to protect children from abuse and social exclusion and to help children, families, and persons in crisis, as well as to support initiatives for protecting children’s rights and preventing social exclusion.
- To fulfil this purpose the Foundation shall, in particular:
- Organize and carry out intervention and psychological, legal, social and medical help within the scope defined by the Foundation’s purpose.
- Support and educate professionals who provide psychological, legal, social, and medical help for children, families, and persons in crisis.
- Spread knowledge and provide education on counteracting child abuse and promoting children’s rights, and promote the attitudes of civic activity and responsibility in this respect.
- Conduct research, awareness-raising, and publishing programmes to acquire and spread knowledge about protecting children’s rights and counteracting abuse and social exclusion of children.
- Engage in activities aimed at providing equal opportunities for groups that are disadvantaged or at risk of social exclusion (such as families at risk or abused children).
- Advocate for the protection of children’s rights (e.g., for child-friendly justice, effective legislative and institutional solutions).
- Support efforts for preventing child abuse, protecting children’s rights, and counteracting social exclusion, undertaken by local communities, NGOs and other institutions working for the public benefit in various domains of public life (such as education, science, health care, social services, charity and humanitarian help).
- Support the development of skills among children and young people, university students, volunteers, and professionals in different fields, within the scope defined by the Foundation’s purpose – by carrying out internship, grant, and training programmes.
- The Foundation shall cooperate with other institutions, organisations, and individuals to fulfill shared statutory purposes in Poland and abroad. Such cooperation may take the form of partnership in carrying out certain activities, organizational or financial support, or assistance in raising the necessary funds.
- The Foundation shall also fulfil its statutory purpose by joining associations of Polish and international foundations having the same or similar statutory purposes.
- In order to pursue its statutory purpose the Foundation may initiate or join proceedings pending before judicial or public administration organs as a social or civil society organisation, in line with the binding law.
THE FOUNDATION’S ASSETS AND REVENUES
- The Foundation’s assets shall include the initial capital amounting to PLN 1500.00 (say one thousand five hundred Polish zlotys).
- Moreover, the Foundation’s assets shall include funds, movables, and immovables acquired in the course of the Foundation’s activity.
The Foundation’s revenues shall include, in particular:
- donations, bequests, and legacies
- subsidies granted by legal entities
- revenues from collections and public events
- bank interest
- revenues from the Foundation’s assets
- revenues generated by the Foundation’s business activity.
The entire revenue shall be used exclusively for the activities identified in articles 6 and 7 hereof.
BODIES OF THE FOUNDATION
The Foundation’s bodies include:
- Foundation Board.
- Management Board.
- The Foundation Board is a collective supervisory body, separate from the Management Board and not subordinate to the Management Board in its supervisory role.
- Members of the Foundation Board – in the number of three to ten – shall be appointed and dismissed by the Board itself, with a resolution passed by at least two-thirds of votes, with the minimum of two thirds of all Board members present.
- Board membership may terminate due to a written resignation or death of a Board member.
- Board membership may also be granted to a legal entity, having a single vote and represented by legally entitled persons.
- The Board shall elect from among its members a Chairperson and a Vice Chairperson. The Chairperson shall direct the Board’s work, convene and chair the Board’s sessions, and represent the Board outside. When reasonably justified, the Chairperson may be substituted by the Vice Chairperson, upon the Chairperson’s written authorization.
- Members of the Foundation Board shall perform their tasks without compensation, having the right to reimbursement of documented travel expenses.
- Membership in the Foundation Board precludes membership in the Foundation’s Management Board.
- The Foundation Board shall work at sessions convened at least twice a year.
- The Foundation Board’s meetings may be attended by members of the Management Board, unless the Foundation Board decides otherwise. Members of the Management Board participating in the Foundation Board’s sessions shall not have the voting right.
The Foundation Board is entitled to, in particular:
- Initiate the directions of the Foundation’s statutory activities, listed in articles 6 and 7 hereof, through adopting adequate resolutions.
- Formulate opinions on the Foundation’s programs and activity plans.
- Accept annual activity reports prepared by the Management Board and grant approval of the Management Board’s performance.
- Evaluate the Management Board’s activity.
- Express opinions on issues presented by the Management Board.
- Adopt resolutions on any amendments to the Foundation’s purpose or Articles of Association.
- Appoint and dismiss the President and members of the Management Board. Such decisions shall be made by at least two thirds of votes, with the minimum of two thirds of all Board members present.
- Make decisions about the employment of members of the Management Board.
- Have access to all documents concerning the Foundation’s activity.
- Demand written or oral explanations from members of the Management Board.
- Sessions of the Foundation Board shall be convened by the Chairperson or another member of the Foundation Board, authorized by the Chairperson, on his or her own initiative or when required by the Management Board.
- Members of the Foundation Board shall be informed about such meetings with at least two-week notice.
- The Foundation Board shall express its positions in a form of resolutions passed by a simple majority of voting members, with at least half of all Board members present. The mode of voting shall be decided upon by the Foundation Board.
- The Foundation Board shall be able to appoint an Honorary Committee. Members of the Honorary Committee shall be elected by the Foundation Board, upon their consent. Members of the Honorary Committee shall have the right to attend the meetings of the Foundation Board in an advisory capacity. The Foundation Board shall establish the rule of procedure for the Honorary Committee.
- In order to formulate its position the Foundation Board may appoint specific working groups and problem-solving teams.
- No member of the Foundation Board may be an employee of the Foundation.
- No member of the Foundation Board may:
- be a member of the Foundation’s Management Board, or be married to, cohabit with or have a relation of kinship or professional subordination with any of the members of the Management Board.
- have been convicted – by a legally valid sentence – of an indictable criminal offence or a tax offence.
- The Foundation’s Management Board shall comprise from three to seven members, including President of the Management Board and Vice President of the Management Board, appointed and dismissed by the Foundation Board. Members of the Management Board may not have been convicted – by a legally valid sentence – of an indictable criminal offence or a tax offence.
- The Management Board shall be appointed indefinitely.
- The President of the Management Board may suspend any member of the Management Board until the Foundation Board makes a decision.
- The President of the Management Board shall convene and chair meetings of the Management Board. In case of a tie vote the President’s vote shall be decisive.
- Statements of will shall be made on behalf of the Foundation by the President individually or by two members of the Management Board jointly.
- Membership in the Management Board may terminate due to dismissal, death or resignation.
- In particular, the Management Board:
- The Management Board shall decide upon all issues not attributed to the Foundation Board by the Articles of Association.
- Shall be responsible for management of the Foundation, attaining the Foundation’s objectives, and the Foundation’s financial results.
- Shall represent the Foundation.
- Shall establish, consistent with the provisions hereof, the rules of procedure for the Management Board, including the definition of issues to be resolved collectively by the Management Board and the decision-making proceedings.
- Shall launch and liquidate the Foundation’s representative offices, branches, bureaus, agencies, and other organizational units, defining their territorial competence, area of operation, structure, and the scope of individual bodies’ responsibility.
- Adopting the rules of procedure for the Management Board shall require the approval of at least two thirds of the appointed Board members. Until the rules of procedure are established, the mode of the Management Board’ work shall be determined by the President of the Management Board.
- The Management Board shall make decisions at Board sessions, in a form of resolutions passed by a simple majority of voting members. All members of the Management Board shall be informed about each and every Board session.
PRINCIPLES OF THE FOUNDATION’S BUSINESS ACTIVITY, PUBLIC BENEFIT ACTIVITY, FINANCIAL ECONOMY, AND ACCOUNTING
The Foundation may engage in business activity in Poland and abroad, in accordance with the binding regulations, particularly in the following areas:
- Publishing (58.1)
- Research and experimental development on social sciences and humanities (72.20.Z)
- Advertising (73.1)
- Leasing of intellectual property (77.40.Z)
- Training activity (85.59.B, 85.60.Z)
- Health care activity (86.90.E)
- Entertainment and recreation activity (93.29.Z)
- Organisation of conventions and trade shows (82.30.Z)
- Retail sale conducted outside stores, stalls or markets (47.9)
The Management Board may assign financial means accruing from specific sources – the Foundation’s assets and revenues – for the Foundation’s business activity. These sources include:
- The initial capital, up to the amount determined by the Foundation Board.
- Bank interest.
- Subsidies, donations, bequests, and legacies, unless decided otherwise by the donator.
- Subsidies by legal entities, unless decided otherwise by the donator.
- Revenues generated by the Foundation’s business activity, up to the amount determined by the Management Board.
The Foundation’s business activity shall not exceed the scope and scale instrumental in attaining the Foundation’s statutory purposes.
- The Foundation’s business activity shall be conducted by organizational units identified by a decision of the Management Board: companies, publishing houses, bureaus, agencies, etc. The Foundation’s business units shall report to the Management Board.
- Managers of the Foundation’s business units shall be appointed by the Management Board.
- The Foundation shall engage in unpaid public benefit activity as stipulated by article 7 hereof.
- The Foundation shall not engage in paid public benefit activity as defined by the Act of Law of 24 April 2003 on Public Benefit and Volunteer Work.
The Foundation shall conduct financial economy and accounting consistent with the existing regulations concerning non-socialized business units with legal personality.
MERGERS, AMENDMENTS TO THE FOUNDATION’S PURPOSE AND ARTCLES OF ASSOCIATION
- The Foundation may merge with another foundation having a similar purpose, at terms and conditions defined in a merger agreement entered into by the two foundations.
- The Management Board shall conclude any such merger agreement on behalf of the Foundation. The merger decision shall be made by a resolution passed unanimously by the Management Board. In order to become effective the resolution shall require approval by the Foundation Board.
- Any amendments to the Foundation’s purpose or Articles of Association may be made by the Foundation Board, either on a motion of the Management Board or on the Foundation Board’s own initiative.
- Resolutions of the Foundation Board on amendments to the Foundation’s purpose or Articles of Association shall require a majority of at least two thirds of votes, with the minimum of two thirds of all Board members present.
DISSOLVING THE FOUNDATION
- The Foundation may be dissolved or liquidated if the Foundation’s funds and assets are exhausted or if the Foundation’s statutory activity cannot be continued for any other reason.
- The decision to dissolve the Foundation shall be made by the Foundation Board and the Management Board, at a joint session, based on at least a two-thirds majority, with the minimum of two thirds of all members of the two decision-making bodies present.
- The liquidation process shall be managed by a liquidator appointed by the Foundation Board.
- The liquidator shall have the rights and obligations of the Management Board.
- The liquidator may employ persons to prepare and conduct the liquidation activities.
- Upon settling all liabilities and debts, the liquidator shall assign the Foundation’s assets for purposes defined in Article 6 hereof and indicated by the Foundation Board.
The Management Board shall be able to grant awards and honorary prizes to individuals, legal entities, institutions, and civil society organizations contributing to the attainment of the Foundation’s purposes or meritorious for the Foundation itself.
- It shall be forbidden to give loans to members of the Foundation’s bodies and to employees of the Foundation, or to individuals related to the Foundation’s employees through marriage, cohabitation, first-degree kinship, second-degree kinship, adoption or wardship (hereinafter referred to as “close relatives”). It shall be forbidden to secure such persons’ credit or liabilities with the Foundation’s assets.
- It shall be forbidden to transfer the Foundation’s assets to members of the Foundation’s bodies, its employees or their close relatives on different terms than would be applied toward third parties, particularly if such a transfer is made free of charge or on preferential terms.
- It shall be forbidden to use the Foundation’s assets for the benefit of members of the Foundation’s bodies or its employees and their close relatives on different terms than in case of third parties, unless such use of the assets accrues directly from the Foundation’s statutory purpose.
- It shall be forbidden to purchase services and goods from business entities in which members of the Foundation’s bodies or its employees and their close relatives are directly engaged at prices above regular market prices or on different terms than would be applied toward third parties.
The Articles of Association shall come into force on the day of registration by a competent District Court.