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Fundation statut

Statute of the

Foundation for Social Psychoprophylaxis PRO-FIL

/consolidated text as of August 27, 2018/.

I. GENERAL PROVISIONS

§ 1

1. The Foundation named Foundation for Social Psychoprophylaxis PRO-FIL, hereinafter referred to as the Foundation, established by a notarial deed drawn up by Notary Public Piotr Kinczyk on February 2, 2016, shall operate on the basis of the provisions of Polish law and these Articles of Association.

2. The Foundation is apolitical and is not affiliated with any religious denomination.

§ 2

The Foundation has legal personality.

§ 3

1. The Foundation shall operate in the area of the Republic of Poland.

2. The seat of the Foundation is the city of Rzeszow.

3. The Foundation may establish branches and offices, in the country and abroad.

4. The body authorized to create the above-mentioned branches and offices is the Board of the Foundation, which makes this decision by resolution.

5. The Foundation carries out its activities for an unlimited period of time.

§ 4

1. The Foundation may be a member of Polish and international organizations with the same or similar profile of activities.

2. For proper implementation of the objectives of the Foundation – the Foundation may carry out tasks in cooperation with other entities.

§ 5

1. The Foundation has the right to use the seal and signs in accordance with applicable regulations.

2. The right to use the name and the graphic symbol is reserved and belongs exclusively to the Foundation.

§6

Statutory activity of the Foundation may be carried out as unpaid activity or as paid activity within the meaning of the provisions of the Act on Public Benefit Activity. Both of these forms of activity will be accountantically separated to the extent that it is possible to determine revenues, costs and results, taking into account accounting regulations.

II. OBJECTIVES AND PRINCIPLES OF THE FOUNDATION

§7

The objectives of the Foundation are:

1. Supporting activities in the area of social welfare, counteracting addictions and social pathologies and social exclusion, including:

carrying out multidirectional preventive and remedial activities preventing social pathologies, counteracting addictions and any exclusion of various social groups;
raising the level of social awareness in the area of the causes of the emergence and development of pathological behavior and social exclusion;
development of formalized forms of care and support and community forms of assistance and self-help towards individuals and families in the area of social inclusion;
activities in favor of maternity, parenthood and the dissemination and protection of children’s rights and support for the foster care system;
improvement of the social, economic, educational and mental health situation of persons and families at risk of social exclusion;
advocacy for the interests and strengthening of groups in particularly difficult life situations, including in particular families and individuals who are unemployed, economically inactive, disabled, senior citizens, addicts, the poor and homeless;
activities for the social and professional reintegration of people at risk of social exclusion;
asistance to victims of disasters, natural disasters, armed conflicts and wars at home and abroad;
charitable activities;
holistic social and environmental revitalization with investment activities.

2. Supporting the development of civil society and social activism, including:

activities that support the development of communities and local communities and grassroots initiatives;
taking initiatives for the implementation and promotion of relevant legal and social solutions and participation in the development of the European Union acquis;
undertaking open social dialogue and integration of local communities;
taking initiatives, supporting and promoting activities based on cooperation between non-governmental organizations and local government units;
dissemination and protection of freedoms, human rights and civil liberties,
as well as activities supporting the development of democracy;
activities for European integration and development of contacts
and cooperation between societies;
Increasing knowledge and awareness of, among other things: the equal status of the sexes, their role and place in the modern world, and the dissemination and protection of women’s rights and activities to promote equal rights for women and men;
assistance to Polonia and Poles abroad;
promotion of the Republic of Poland abroad;
activities in the area of public order and security, as well as state defense and the activities of the Armed Forces of the Republic of Poland;
increasing the level of knowledge and legal awareness of citizens, building civic counsel;
activities for non-governmental organizations and entities listed in the Law on Public benefit Activity and Volunteerism;
dissemination and protection of consumer rights;
promotion and organization of volunteerism;
promoting tolerance by spreading the idea of equality.

3. Support for culture and the arts; dissemination of physical culture and sports and protection of public health, including:

maintenance and dissemination of national tradition, cultivation of Polishness and development of national, civic and cultural awareness;
activities for the development and promotion of culture, art, protection of cultural property
and national heritage;
taking initiatives to enable the development and promotion of professional and non-professional artistic creativity;
building local cultural identity, including activities for national and ethnic minorities and regional language;
organization of activities that allow various social groups to practice sports, assistance in developing and promoting sports achievements;
organization of various forms of leisure and recreation;
development of tourism and sightseeing and ecology and animal protection, protection of natural heritage;
dissemination of knowledge, protection and promotion of health, including physical, mental and social health, therapeutic activities within the meaning of the Act of April 15, 2011 on therapeutic activity (i.e., Journal of Laws of 2018, item 160, as amended); ensuring optimal and satisfactory social functioning.

4. Supporting the development of science, higher education, education, education and upbringing, including:

ensuring equal access to education for various social groups;
cooperation with public, private and social sector entities at home and abroad to enable wider access and exchange of experiences and good practices in formal and informal education;
education of the public in various fields that guarantee the development of skills and competencies in school and non-school forms,
activities for children and young people, including leisure activities for children and young people;
taking and supporting activities for the development of pre-school care;
animation and promotion of activities that support human development in response to the social need for education based on the individual interests of the individual;
supporting the development of key social competencies especially interpersonal skills;
taking action to increase access to new technologies and improve digital competencies of various social groups, especially those disadvantaged by material status and place of residence;
promoting the value of upbringing of children and young people and the cooperation of the family and institutions responsible for shaping the right moral models, value system and ambitions of the young generation.

5. Counteracting unemployment, increasing the socio-economic knowledge of society, supporting economic development, entrepreneurship and business initiatives, including:

promotion of employment and professional activation of the unemployed and those at risk of being laid off;
improvement of active job search skills;
assistance in upgrading and changing professional qualifications;
promotion of various forms of employment and vocational activation of persons unemployed and at risk of redundancy, including running a social enterprise;
activities supporting the development of technology, invention and innovation, as well as the dissemination and implementation of new technical solutions in economic practice;
support, management and creation of social economy entities and vocational activation entities.

§8

The Foundation pursues its objectives through activities in the framework of unpaid

and paid statutory activities of public benefit through:

Unpaid activities such as:

conducting scientific and research work aimed at increasing the effectiveness of preventive, educational and training interventions and building support networks for people from the area of social inclusion,
conducting information and publishing activities,
organizing and conducting meetings, trainings, courses, conferences, workshops, lectures and seminars, as well as competitions, events, outdoor actions, etc. for various people and age groups, as well as for institutions and entities, in order to achieve the statutory objectives,
creation and implementation of educational, preventive and other programs especially in the area of social inclusion,
creation and implementation of programs of active fight against unemployment and reintegration,
conducting psychotherapy, sociotherapy, camps, consultation points and other group and individual specialized support,
conducting social, civic, professional and legal counseling,
conducting personnel counseling and job placement,
organizing and participating in national and international projects to achieve statutory goals,
organizing charitable and humanitarian assistance,
creation and operation of self-help groups, social cooperatives, social integration centers, vocational activity centers and other entities/institutions promoting the ideas of social policy,
creation of a support system, including the creation and operation of establishments of various profiles and preventive institutions for addicts, including those with behavioral addictions, the homeless, seniors and other people in crisis situations.
Establishment and operation of facilities with an educational, sports, recreational profile,
organizing information campaigns and actions,
cooperation with local government institutions, trade unions, non-governmental organizations and business entities, at home and abroad in order to implement statutory tasks,
Acquiring external funds for implementation of statutory tasks,
providing organizational, training, information or financial support to non-governmental organizations and entities referred to in Art. 3 section 3 of the Law on Public Benefit Activity and Voluntarism,
running kindergartens and other forms of preschool education.

Paid activities such as:

conducting scientific and research work aimed at increasing the effectiveness of preventive, educational and training interventions and building support networks for people from the area of social inclusion,
conducting information and publishing activities,
organizing and conducting meetings, trainings, courses, conferences, workshops, lectures and seminars, as well as competitions, events, outdoor actions, etc. for various people and age groups, as well as for institutions and entities, in order to achieve the statutory goals,
creation and implementation of educational, preventive and other programs especially in the area of social inclusion,
creation and implementation of programs of active fight against unemployment and reintegration,
conducting psychotherapy, sociotherapy, camps, consultation points and other group and individual specialized support,
conducting social, civic, professional and legal counseling,
conducting personnel counseling and job placement,
organizing and participating in national and international projects to achieve statutory goals,
organizing charitable and humanitarian assistance,
creation and operation of self-help groups, social cooperatives, social integration centers, vocational activity centers and other entities/institutions promoting the ideas of social policy,
creation of a support system, including the creation and operation of establishments of various profiles and preventive institutions for addicts, including those with behavioral addictions, the homeless, seniors and other people in crisis situations,
creation and operation of establishments with an educational, sports, recreational profile,
Cooperation with local government institutions, trade unions, non-governmental organizations and business entities, at home and abroad to implement statutory tasks,
Acquisition of external funds for the implementation of statutory tasks
Organizing information campaigns and actions,
Providing organizational, training, information or financial support to non-governmental organizations and entities referred to in Article 3 Paragraph 3 of the Law on Public Benefit Activity and Volunteerism,
running kindergartens and other forms of preschool education.

III. ASSETS OF THE FOUNDATION

§ 9

1. The assets of the Foundation shall consist of an initial fund in the amount of PLN 1000 granted in the declaration of intent on the establishment of the Foundation and assets acquired in the course of the Foundation’s activities.

§ 10

1. The initial fund of the Foundation shall constitute a permanent basis for the existence of the Foundation. The activities of the Foundation shall be financed from its income.

2. The Board of the Foundation may invest the assets of the Foundation in bank accounts, securities, shares of companies, units of participation in investment funds, real estate, as well as by granting interest-bearing loans. When depositing the assets of the Foundation, priority should be given to protecting the object of the investment from its profitability.

§ 11

The Foundation shall be liable for its obligations with all its assets.

§ 12

1. The funds for the implementation of the objectives of the Foundation and to cover the costs of its activities come in particular from:

founding fund,
donations, grants, subsidies and domestic and foreign inheritances, as well as the sale of objects and other goods from these sources,
income from assets, real estate and property rights of the Foundation,
income from donations, collections and public events, and from the sale of objects and other goods from these sources,
from European Union funds
from other public funds, in particular from grants, subsidies and also
in connection with the implementation of public tasks or the conclusion of a public-private partnership agreement,
interest from bank deposits,
income from paid public benefit activities,
payments of 1% of income tax.

§ 13

The assets of the Foundation are intended for the realization of the objectives of the Foundation.
The funds and assets of the Foundation are managed by the Board of the Foundation.
Income from paid public benefit activities is exclusively used to conduct public benefit activities.

§ 14

Accounting shall be conducted in accordance with applicable regulations. The calendar year is the reporting year.

IV. AUTHORITIES OF THE FOUNDATION

§ 15

The organs of the Foundation are:

Foundation Board,
Foundation Council,
Supervisory Commission.

V. Foundation Board

§ 16

The members of the Foundation Board are appointed and dismissed by the Founder. The Board consists of one to three persons, including the President of the Board and, if the Foundation Board consists of 2 persons, the Vice President of the Board, and if the Foundation Board consists of 3 persons, the Vice President of the Board and the Treasurer. The Foundation Board is appointed for an indefinite period of time.
The founder may be a member of the Foundation Board.
Membership in the Foundation Board shall expire in the event of resignation, death, or dismissal of a member of the Foundation Board. The founder may dismiss the Foundation Board or any of its members at any time.
A member of the Foundation’s Board of Directors may not be a person who has been convicted by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime.
Membership in the Board of the Foundation may not be combined with serving on the Supervisory Commission and the Council of the Foundation.

§ 17

The Founder, when appointing the members of the Board, shall determine the functions performed by them on the Board (President of the Board, Vice President of the Board, Treasurer).
The President of the Board directs the work of the Board of the Foundation.

§ 18

The Foundation Board manages the activities of the Foundation and represents it outside.
If the Board of the Foundation consists of one person, the only member of the Board is authorized to make declarations of will on behalf of the Foundation and to incur liabilities, both financial and non-financial.
If the Board of the Foundation consists of more than 1 person, each member of the Board is authorized to make declarations of will on behalf of the Foundation and to incur liabilities, both financial and non-financial, subject to paragraph 4 below.
If the Board of the Foundation consists of more than 1 person, the conclusion of a loan agreement, loan agreement, surety agreement or contracting a bill of exchange on behalf of the Foundation requires the joint action of the President of the Board and the Vice President of the Board.
The powers of the Board of Directors of the Foundation include, in particular:passing resolutions on all matters not reserved in the Articles of Association for other bodies of the Foundation.

managing the current activities of the Foundation;
representing the Foundation to the outside world;
preparing annual budgets and action plans for the following year, as well as annual reports on the Foundation’s activities;
exercising management of the Foundation’s assets;
incurring liabilities on behalf of the Foundation;
establishing branches and offices of the Foundation;
accepting donations, bequests, legacies, subsidies and grants;
conducting personnel policy, hiring employees, determining the size of employment, remuneration rules and the amount of funds allocated for remuneration;
adopting bylaws;
passing resolutions on all matters not reserved in the Articles of Association for other bodies of the Foundation.

The Board of the Foundation shall be responsible for the proper financing of the statutory activities of the Foundation, including the proper investment of its assets, ensuring the anticipated income and sustainability of the Foundation’s assets.

§ 19

Each member of the Board of the Foundation shall have the right and duty to conduct the affairs of the Foundation. In order to carry out activities beyond the scope of ordinary management, it is necessary for the Board of the Foundation to adopt a formal resolution.
Resolutions of the Board of the Foundation may be adopted if its members are properly notified of the meeting of the Board of the Foundation.
Resolutions of the Board of the Foundation shall be passed by a simple majority of votes in the presence of at least half of its members, including the President of the Board or the Vice-President of the Board. In case of an equal number of votes, the vote of the President of the Board shall be decisive.

§ 20

Members of the Board of Directors may be remunerated for serving on the Board of Directors and perform activities related or unrelated to serving on the Board of Directors on the basis of an employment relationship or under a civil law contract.
The remuneration of the members of the Board of the Foundation shall be determined by the Board of the Foundation in the form of a unanimous resolution of all members of the Board. If the Board is a single member, the remuneration of the Board member shall be determined by the Supervisory Commission by resolution.
Employment contracts with Foundation employees shall be signed by the President of the Board, subject to the provisions of paragraph 4 below.
In contracts between the Foundation and a member of the Foundation Board, the Foundation shall be represented by one of the other members of the Foundation Board. In the case of a one-person Board, in contracts between the Foundation and a member of the Board, the Foundation shall be represented by a member of the Supervisory Commission indicated in a resolution of this body.

§ 21

Meetings of the Foundation Board shall be held as needed.
Meetings of the Foundation Board are convened by the President of the Board on his/her own initiative or at the request of the Founder or another member of the Foundation Board.
Meetings of the Board of the Foundation may be convened in writing or by telefax, telephone, electronically or by oral notification addressed directly to its members.
Meetings of the Foundation’s Board of Directors may be conducted by telephone, in a manner that allows all participating members to communicate. The location of a meeting conducted by telephone shall be considered to be the location of the person conducting the meeting. The minutes of such a meeting should be signed by all participating members of the Foundation’s Board.

VI. THE FOUNDATION COUNCIL

§ 22

The Foundation Council shall consist of two persons.
Members of the first composition of the Foundation Council are appointed by the Founder. Subsequent members of the Foundation Council are appointed by resolution of the Foundation Council. Members of the Foundation Council (including the first composition) may be dismissed by resolution of the Foundation Council.
The term of office of the members of the Foundation Council is joint and is 3 years.
The Foundation Council elects a Chairman from among its members. The Chairman manages the work of the Foundation Council, represents it externally and convenes and presides over meetings of the Council.
The mandate of a member of the Foundation Council shall expire in the event of death, resignation or dismissal from the Foundation Council.
Resolutions of the Foundation Council are passed by a simple majority of votes. In case of an equal number of votes, the vote of the Chairman of the Foundation Council is decisive.
Membership in the Foundation Council may not be combined with functions in the Foundation Board and in the Supervisory Commission.

§ 23

The Council of the Foundation is a body with the power to decide, apply, give opinions and support the activities of the Board.
The powers of the Foundation Council include:

making proposals to the Board of Directors regarding the activities of the Foundation,
appointing and dismissing members of the Foundation Council (except for the appointment of the first composition of the Foundation Council),
appointing and dismissing members of the Supervisory Commission,
expressing opinions on matters submitted to it by the Board,
setting the main directions of the Foundation’s activities.
The Foundation Council is authorized to demand that the Foundation Board submit documents relating to the Foundation’s activities.

VII. SUPERVISION COMMISSION

§ 24

The Supervision Commission is the internal control body of the Foundation.
The Supervision Commission shall consist of two persons. The members of the first composition of the Supervision Commission are appointed by the Founder. Subsequent members of the Supervisory Commission are appointed by the Foundation Council. Members of the Supervisory Commission (including the first composition) may be dismissed by the Foundation Council. The members of the Supervisory Commission elect a Chairman from among themselves.
The term of office of the members of the Supervisory Commission is joint and is 3 years.
The mandate of a member of the Supervisory Commission shall expire in the event of death, resignation or dismissal from the Supervisory Commission.
Resolutions of the Supervisory Commission shall be adopted by a simple majority of votes. In case of an equal number of votes, the vote of the Chairman of the Supervisory Commission shall be decisive.

§ 25

The powers of the Supervisory Commission include:

supervision of the assets and financial management of the Foundation,
controlling the current work of the Foundation Board,
presenting, if necessary, conclusions and evaluations of the Board’s work,
approval of the Board’s annual report on the activities of the Foundation (substantive report) and financial statements,
consideration of complaints concerning the Board,
presenting opinions on problems/issues identified by the Board,
the possibility of participation of one member of the Supervisory Committee, selected by this body, in the meetings of the Board of the Foundation in an advisory capacity,
other matters reserved in this statute to the competence of the Supervisory Commission.

In order to exercise its powers, the Supervisory Commission or any member of the Supervisory Commission shall be entitled to:

– demand that the Board of Directors present all documents relating to the Foundation’s activities,

– review the Foundation’s assets and perform financial audits of the Foundation.

§ 26

Members of the Supervisory Commission may not:

1. be members of the Foundation’s Board of Directors, nor be related to the members of the Board of Directors by marriage, in cohabitation, in a relationship of consanguinity, affinity or business subordination,

2. be sentenced by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime,

3. receive reimbursement of reasonable expenses or remuneration for performing their functions in an amount higher than the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year.

VIII. AMENDMENTS TO THE STATUTES AND DISSOLUTION OF THE FOUNDATION

§ 27

1. A resolution on amending the Articles of Association or changing the objectives of the Foundation and a resolution on the liquidation of the Foundation shall be adopted by the Board of the Foundation by a simple majority of votes with the presence of at least half of the members of the Board of the Foundation, in the event of an equal number of votes the vote of the President of the Board shall be decisive.

2. The Foundation may be liquidated in the event of achieving the statutory objectives or in the event of exhaustion of the Foundation’s financial resources and assets.

3. The assets remaining after the liquidation of the Foundation shall be transferred, by resolution of the Board of the Foundation, to a foundation or an association carrying out activities corresponding to the purposes specified in § 7 of this Statute.

4. The liquidator(s) shall be appointed by the Foundation Board.

IX. FINAL PROVISIONS

§28

It shall be prohibited to:

a) to grant loans or to secure liabilities with the assets of the Foundation in relation to the members of its bodies or employees, as well as to persons with whom the members of the bodies and employees of the Foundation are married or in cohabitation, or in a relationship of kinship or affinity in a direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “related persons”,

b) to transfer the assets of the Foundation for the benefit of members of the Foundation’s bodies or employees and their relatives, on principles other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,

c) to use the assets of the Foundation for the benefit of members of the organs or employees of the Foundation and their relatives on principles other than in relation to third parties, unless such use directly results from the statutory purpose,

d) to purchase goods or services from entities in which members of the organs or employees of the Foundation and their relatives participate, on principles other than in relation to third parties or at prices higher than market prices.

§ 29

The Foundation shall submit to the competent Minister an annual report on its activities for the previous year.

§30

1. For the effective realization of its objectives, the Foundation may merge with another foundation.

2. The decision to merge shall be made by the Board of the Foundation by means of a resolution passed unanimously.

§31

The Articles of Association shall come into force on the date of registration of the Foundation by the District Court for Rzeszów.

§32

In matters not covered by the provisions of this Statute, appropriate provisions of the Act of 06.04.1984 on Foundations and the Act on Public Benefit Activity and Volunteerism shall apply.