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I. GENERAL PROVISIONS
§ 1
Jolanta Kwasniewska's foundation "Communication without barriers" (hereinafter referred to as the Foundation) was established by means of a notary deed - Repertorium A No. 6086/96 and operates in accordance with the Act on Foundations dated 6th April 2003 about Public Benefit and Voluntary Organizations (2003 Journal of Law No 96, position 873) and in accordance with the provisions of the Statute.
The Foundation has legal personality.
§ 2
The Foundation can use the abbreviated name of "Jolanta Kwasniewska's Foundation" or "Foundation - Communication without barriers".
§3
The Foundation is a non-governmental organization carrying out public benefit activities in accordance with the Act dated 6th April 2003 about Public Benefit and Voluntary Organizations (the Act on Public Benefit Organizations) (2003 Journal of Law No 96, position 873).
The Foundation carries out public benefit activities in the range of public actions defined in the Act on Public Benefit Organizations, for the benefit of the community and especially the persons and institutions defined in § 9 hereof.
§ 4
The existence of the Foundation is unlimited.
§ 5
The Foundation operates in the territory of the Republic of Poland.
The Foundation can operate abroad.
§ 6
The registered office for the Foundation is the city of Warsaw.
§7
The foundation's scope of activities and goals shall fall within the responsibilities of the Minister of Ministry of Labour and Social Policy.
II. THE FOUNDATION'S GOALS AND WAYS OF PURSUING THEM
§ 8
The Foundation's goal is to support the activities directed towards initiation of the civilization and cultural changes leading to the formation of equal opportunities in the intellectual, professional, and cultural development of people.
§9
The Foundation pursues its goals by:
providing direct and indirect in-kind, financial and organizational support in aid of the sick, handicapped, indigent and endangered with social isolation;
providing direct and indirect in-kind, financial and organizational support, creating the right conditions for its development in the aid of the subjects (natural persons, legal persons and entities without legal personality), operating, supporting or organizing the activities in the field of health protection, helping the sick, handicapped and indigent;
organizing, subsidizing and supporting sightseeing trips for children and adolescents as well as rehabilitation therapies of children in Poland and abroad;
financing grants and awards to children and adolescents of exceptional talents
organizing, supporting and subsidizing national, foreign and international charity and artistic events, including opening days, exhibitions and concerts, as well as trainings, symposiums and scientific conferences, publications and publishing houses, as well as sport events;
popularising the knowledge about the causes of disabilities, various diseases, especially those caused by civilization and social changes, and the ways of preventing them;
cooperating with civil and local services and non-governmental organizations, including international ones;
founding and subsidizing plaques, standards, monuments and obelisks;
granting the "NO BARRIERS" sign and other awards and commends to natural and legal persons as well as units without legal entity who have been most committed to the Foundation support.
III. BUSINESS ACTIVITY
§ 10
In order to achieve its goals the Foundation can carry out business activities independently or in cooperation with other subjects in the country and abroad, in accordance with the binding regulations.
§ 11
The Foundation can carry out its business activities particularly in the scope of:
publishing;
printing;
science research in the scope of social and arts science;
activities connected with games and mutual wagering;
market and public opinion research;
counselling in the field of running business activities and managing them;
advertising;
organizing conferences and symposiums, trades and exhibitions, concerts;
running galleries and showrooms activities.
§ 12
The income generated as a result of the Foundation's business activities described in §11 shall be devoted to pursue the statutory goals of the Foundation and to develop its business activities. The income generated as a result of the Foundation's business activity defined in §11 point 4 shall be fully destined to achieve the socially beneficial goals defined by the Ministry of Finance, especially the charitable ones defined as the Foundation's statutory goals.
§ 13
The business activity can be performed by singled out institutions.
IV. THE FOUNDATION'S PROPERTY.
§ 14
The Foundation's property consists of the authorized share capital, defined in the notary deed establishing the Foundation, as well as movables and real estate property and other proprietary rights and financial means acquired by the Foundation,
To achieve the Foundation's goals the Founder allocates PLN 5 000 (in words: five thousand zlotys) and additional PLN 5 000 (in words: five thousand zlotys) to carry out the Foundation's business activities.
§ 15
Additional income which adds to the Foundation's property shall be:
donations, inheritances, bequests, subventions and other free of charge donations,
interest on bank deposits and income obtained from movables and real estate property,
income from business activities,
income from money collections and public events,
income from proprietary rights.
§ 16
The Foundation's financial assets shall be deposited in bank accounts, bonds, shares and stocks, real estate and moveable property which constitute, following binding legal regulations, the foundation's tangible assets.
The Foundation can establish funds, including purpose funds.
Benefiting from the income defined in § 15 point. 1) the Foundation can establish special purpose funds which are named after the persons who vested the property into the found by means of donation or bequest.
The Foundation's Council shall decide on the establishment of purpose founds and special purpose founds, the amount of money transferred to the founds as well as the way of administering them. The Council shall act according to the donors' will.
Irrespective of the abovementioned provisions, in each calendar year of the Foundation's operation, the Foundation shall maintain its assets amounting to at least 40% of its last calendar year income, unless it has been decided otherwise by the Foundation's Council.
§17
The Foundation is allowed to:
provide loans or secure the liabilities by the Foundation's assets regarding the Foundation's members and employees, as well as the persons the employees are married to, are related to or are kin of the second degree in direct affinity, related to or related by secondary affinity up to the second degree, have adopted, are legal guardians or have been appointed as guardian of, hereinafter referred to as "close persons."
transfer its assets for the benefit of the Foundation's bodies' members or its employees or their close persons, under favourable conditions, other then those applied to third parties, especially in case the transfer is arranged free of charge or under favourable conditions,
use its assets for the benefit of the Foundation's bodies' members or its employees or their close persons under favourable conditions, other then those applied to third parties unless the action results directly from the organization's statute or the subject defined in paragraph 3 point 3,
acquire under favourable conditions goods and services from the subjects, in which the Foundation's bodies' members or its employees or their close persons are involved in.
§ 18
Unless the Foundation' Council defines it otherwise, the Foundation's turnover year shall be a calendar year.
V. THE ORGANS OF THE FOUNDATION:
§ 19
The organs of the Foundation are:
The Foundation's Council,
The Foundation's Programme Council,
The Foundation's Management Board,
The Foundation's Council
§ 20
The Foundation's Council is made up of three to five members.
The Foundation's Council can make adjustments in the number of its members, following the provisions defined in paragraphs 6-9 below.
The Foundation's Council Member shall be appointed for unlimited time.
The Foundation's Council members appoint the President of the Council and the Vice President.
1. The membership in the Foundation's Council is terminated in case of:
a) death
b) the member's resignation,
c) court deprivation of public rights or loss of the capacity for legal actions,
d) dismissal, following the procedure defined in paragraphs 6 and 7.
Foundation's Council Member dismissal shall also occur in cases other than those defined in paragraph 5 points a-c, in case the events affect or render the Foundation's Council Member actions impossible or in case the Foundation's Council has no longer confidence in the member.
Foundation's Council Member dismissal defined in paragraph 6 shall take place in case of a motion supported by at least 2/3 of a current Foundation's Council. The member whom the motion concerns shall not participate in the secret ballot. The motion shall be justified.
Except for paragraph 9 hereunder, the Foundation's Council Member shall be appointed if the motion has been supported by at least 2/3 of a current Foundation's Council. The motion shall be justified and shall indicate the candidate/candidates for the Foundation's Council Member/Members. The voting shall have the form of a secret ballot.
The abovementioned motions shall be lodged to the Foundation's Management Board. A new member of the Foundation's Council shall be appointed if the Founder does not raise any objections regarding the candidate.
§ 21
The Foundation's Council convenes where necessary, at least once each quarter.
The Foundation's Council meetings shall be convened by the Foundation Management Board, at the motion of 1/3 of the Foundation's Council or the Founder.
The meetings are chaired by the Council's President or his authorized Deputy on the President's behalf.
The Founder and Foundation Programme Council and Management Board members can be present at the meetings of the Foundation's Council.
Each Foundation's Council Member shall have access to all Foundation's documents and the right to call individual Management Board members and Foundation employees to account.
§ 22
The Foundation's Council makes its decisions in the form of resolutions.
Except for the provisions defined in § 20 hereof, the resolutions shall be adopted by simple majority at the presence of at least half of the Foundation's Council Members. In case of a tie, the Chairman's of the Board vote shall prevail. The resolutions to appoint or dismiss Management Board Members shall have the form of a secret ballot.
The President supervises the activities of the Foundation. The Foundation's Council President shall maintain contact with the Foundation's Management Board, Programme Council and the Founder.
§ 23
The Foundation's Council supervises and pursues the Foundation's goals.
The Foundation's Council shall also:
consider and provide opinion on annual financial and in-kind plans as well as reports regarding their execution,
define the directions and the forms the Foundation acts,
define the principles of the Management Board Members remuneration and conclude relevant contracts with them,
decide on establishing and liquidating branches,
define action programmes and the rules of supporting projects, especially the conditions of granting help and support by the Foundation and the requirements the reports prepared by the subjects benefiting from the Foundation's support shall fulfil,
propose amendments to the Statute and express opinion regarding the Statute amendments presented by the Founder or the Foundation's Programme Council,
express opinion regarding the cases presented by the Foundation's Management Board,
appoint the chartered accountant
expressing opinion regarding the Founder's motion to merge with another Foundation,
appoint and dismiss Foundation's Management Board Members following the procedure defined in § 28,
grant approval to the Principles of the Management Board work
take any other decisions subject to the body's powers defined herein.
The Foundation's Programme Council
§ 24
The Foundation's Programme Council shall consist of at least 7 persons. The Foundation's Programme Council Members shall be appointed and dismissed by the Foundation's Council, in case the Founder has raised no objections regarding the candidate. The member shall be appointed for unlimited time.
Legal persons and representatives of legal persons who support the Foundation can be appointed for the Programme Council Members.
The membership in the Programme Council shall be terminated in case of the natural person's death, declaration of bankruptcy or liquidation of the legal person, resignation or dismissal.
The Foundation's Programme Council Member can be dismissed as a result of:
court deprivation of public rights or loss of the capacity to enter into legal transactions
other circumstances that affect holding the Foundation's Programme Council Member position for a long period or make the Foundation's Programme Council have no longer confidence in the member.
§ 25
The Foundation's Programme Council provides opinion and advice to the Foundation. The Foundation's Programme Council popularises the goals the Foundation has been established for. The Foundation's Programme Council shall especially:
provide the Foundation's Council with the opinion regarding the priorities in the current Foundation activities,
propose amendments to the Statute,
establish grants defined in § 9 point 9 herein,
name the candidates (natural person, legal person, organizational units with no legal capacity) whom the Foundation shall provide the name: 'NO BARRIERS", as well as rewards and grants defined in point 3.
§26
The Foundation's Programme Council convenes where necessary, at least once each quarter.
The Foundation's Programme Council meetings shall be convened by the Foundation's Management Board initiative, at the motion of 1/3 of the Foundation's Council or the Founder.
The Foundation's Programme Council makes its decisions in the form of resolutions. The resolutions shall be adopted by simple majority at the presence of at least half of the Foundation's Programme Council Members. In case of a tie, the Chairman's vote shall prevail.
§ 27
The Foundation's Programme Council Members can participate in all the events and ventures organized or supported by the Foundation.
The Management Board
§ 28
The Foundation's Management Board is made up of three to five members including the Foundation's Management Board President. The Founder or a Management Board Member appointed by the Founder shall take the position of the Management Board President.
Subject to § 27 paragraph 3 the Management Board Members shall be appointed and dismissed by the Foundation's Council from among the persons proposed by the Founder. The Management Board shall be appointed for a period of 2 years, where the grace period of the Management Board in function on the day of the Foundation's establishment on 22 December 2005 shall last 3 years from the day the abovementioned amendment was made.
The Founder's membership in the Foundation Management Board shall terminate upon his death or his resignation. The end of the grace period shall not affect the membership of the Founder in the Foundation's Management Board.
The membership in the Foundation's Management Board is terminated in case of:
a) the member's resignation
b) death,
c) the member's dismissal, following the procedure defined in paragraph 6 above.
The Board Member can be dismissed in case of:
a) a disease which causes permanent incapacity for the work,
b) negligence when performing the Management Board Member's function,
c) fundamental breach of the provisions defined herein,
d) other circumstances than the abovementioned.
The Foundation's Council can impose duties on individual Management Board Members. The scope and kind of the imposed duties shall be defined by the Management Board Regulations and approved by the Foundation's Council.
§ 29
The Management Board manages the Foundation's current activities and represents it outside. The Foundation's Management Board shall deal with all the issues that are not subject to other bodies of the Foundation and especially can:
grant power of attorney on behalf of the Foundation, defining the scope of authority,
appoint and dismiss the directors of the branches,
decide to take over an inheritance or bequest,
draws up financial plans, reports of executing them and presents them to the Foundation's Council.
§ 30
The Board makes it decisions in the form of resolutions
The Foundation's Management Board makes its decisions in the form of resolutions at the presence of at least half of the Foundation's Management Board Members. The resolutions defined in point 3 shall be adopted by simple majority at the presence of at least ? of the Foundation's Management Board Members.
On behalf of the Foundation the appearance of a declaration of will shall be made by the President of the Foundation's Management Board himself or two Management Board Members acting jointly. In case of undertaking obligations or effecting dispositions of a right of a value higher then PLN 100 000 (in words: one thousand zlotys) in one year for one subject, the Foundation's Management Board resolution is required to make the transaction legally binding.
VI. FINAL PROVISIONS
§ 31
The decisions regarding:
a. the Statute's amendments, including changes of the Foundation's goals,
b. the Foundation joining with another foundation,
c. the Foundation's liquidation,
shall be made by the Founder, having considered the Foundation's Council opinion.
§ 32
The Foundation's President, or another person appointed by the Foundation's Council shall act as a liquidator in case the Foundation is liquidated.
The liquidator or liquidators shall vest any financial assets left after the Foundation has been liquidated to another charity organization that pursues goals similar to those defined herein.
Jolanta Kwaśniewska
Founder
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