STATUTE OF THE FOUNDATION
Konrad Gaca’s foundation “why?”, hereinafter referred to as the “Foundation”, established by Mr. Konrad Gaca and Mr. Marcin Gogłoza hereafter referred to in the statute as “Founders” by notarial deed drawn up on 6 November 2015
before the Notary Paweł Mróz at the Notary Office in Lublin at ul. Fryderyka Chopina 17 room 4 (Repertory A No. 6210/2015), operates under the provisions of the Act of 6 April 1984 on foundations (i.e. Journal of Laws of 1991 No. 46, item 203 as amended2016 roku, poz. 40) and the provisions of this Statute.
- The seat of the Foundation is Warsaw.
- The Foundation operates in the Republic of Poland
The Foundation has been established for an indefinite period.
The Foundation has the right to use the distinctive logo.
The Foundation may establish distinctions and honorary medals and give them – along with other prizes and awards – to individuals and companies distinguished to the Foundation.
The minister responsible for the purposes of the Foundation is the minister responsible for health care.
Goals and forms of activities of the Foundation
The objectives of the Foundation are:
providing broadly understood assistance to children in circumstances justified by their health or living situation,
social assistance to children in difficult health situation, with particular emphasis on children with rare genetic disorders,
helping children suffering from rare genetic disorders or other diseases,
helping children waiting for expensive or difficult medical treatment, including life-saving,
undertaking and supporting activities for the popularization of health prevention,
protection and promotion of health,
promotion and organization of voluntary work,
rescue measures and protection of life
Objectives of the Foundation referred to in § 6 are implemented in particular through:
material and financial support for those in need,
advising and supporting during the health prevention and treatment
organization of competitions, sport events and recreational activities,
undertaking various activities aimed at raising funds,
conducting auctions, lotteries and public collections in accordance with applicable regulations.
In the implementation of its statutory objectives, the Foundation may cooperate with the authorities and the government or local authorities, associations, institutions and other bodies of law.
The assets and income of the Foundation
The Foundation’s assets is the cash contribution of the Founders in the amount of 2,000 PLN (two thousand), paid by the Founders in equal parts, i.e. 1,000 PLN (one thousand) each, constituting the founding capital of the Foundation, and other property acquired by the Foundation in the course of its activities.
The implementation of aims of the Foundation shall be financed from the founding fund and income received by the Foundation on the terms provided for in this Statute.
The Foundation’s income comes in particular from:
a) any increase in assets (including donations, bequests and legacies) made to the Foundation,
b) grants, donations and subventions
c) income from promotional campaigns, public collections, events organized by the Foundation,
d) profit from investments in banks and capital market institutions,
e) financial operations.
The Foundation may not grant loans or secure the obligations with the Foundation’s assets in relation to members of the Foundation or its employees and people with whom the employees remain in marital relationship, or in lineal consanguinity or affinity, or in collateral consanguinity or affinity up to the second degree, or are related by adoption or guardianship, hereinafter referred to as “relatives”.
The Foundation may not transfer the assets of the Foundation for the members of the bodies of the Foundation or its employees and their relatives in a manner other than in relation to third parties, in particular if the transfer is free of charge or on preferential terms.
The Foundation must not use its assets to members of the bodies of the Foundation or its employees and their relatives in a manner other than in relation to third parties, unless such use directly stems from a statutory goal.
The Foundation cannot purchase goods or services from entities in which participate members of the Foundation’s bodies or employees and their relatives, in a manner other than from other entities or at prices higher than the market prices.
The Foundation may participate in the companies.
The Foundation’s income, after covering the costs of its activities, shall be allocated entirely to the activities referred to in Chapter II.
Bodies of the Foundation
The bodies of the Foundation are: the Management Board and the Supervisory Board
The Management Board and the Supervisory Board operate under regulations established by the Founders.
The Management Board of the Foundation directs the activities of the Foundation and represents it outside.
The Management Board of the Foundation consists of one or more persons.
Members of the Board are appointed and dismissed by the Founders. If the Management Board consists of many people, Founders choose the President from among the members of the Management Board.
Member of the Board is appointed for an indefinite period.
Members of the Management Board may receive remuneration in the amount indicated by the Founders.
The competences of the Management Board of the Foundation include, among others:
a) management of current activity of the Foundation and representing it,
b) management of the Foundation’s assets,
c) preparing and submitting to the Board for approval, plans of the Foundation
d) implementation of action plans of the Foundation,
e) preparation of the annual financial statements of the Foundation and the annual report on the activities of the Foundation, and then submitting them for consideration to the Supervisory Board and announcing reports to the public
f) creation and liquidation of separate organizational branches or business establishments, as well as the determination of rules of their business.
In the event of gaining by the Foundation of public benefit organization status, the President of the Board is the head of an organization of public benefit within the meaning of the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
Each of its members and each the Founders is authorized to convene the meetings of the Board. All the members of the Board must be notified about the date and place of the meeting of the Board at least one week before the meeting. Meetings may be held without being formally convened if a meeting is attended by all members of the Board. Resolutions of the Board are passed by a simple majority.
In case of equal number of votes, the vote of the President is decisive.
In the case of appointing a Management Board consisting of many people, the President of the Board individually, or two members of the Board jointly, are entitled to represent the Foundation.
The Board is accountable to the Supervisory Board for achieving the statute objectives of the Foundation and the correctness and rationality of activities undertaken by the Foundation.
The Supervisory Board is the supervisory body of the Foundation
The Supervisory Board consists of three or more members appointed and dismissed by the Founders.
Supervisory Board members are appointed for an indefinite period.
Members of the Supervisory Board of the Foundation may receive remuneration in the amount indicated by the Founders, but not higher than the average monthly salary in enterprise sector announced by the President of the Central Statistical Office for the previous year.
The powers of the Supervisory Board include:
evaluating and approving the action plans of the Foundation,
considering the annual financial statements of the Foundation and the annual report on the activities of the Foundation,
submitting to the Board proposals referring to the activities of the Foundation,
implementation of other functions under the law and this Statute.
The works of the Supervisory Board are directed and its meeting are convened by the Chairman of the Board, appointed by the Founders.
The Supervisory Board holds its meetings at least once a year.
The Supervisory Board adopts resolutions by a simple majority. In case of equal votes a decisive vote belongs to the Chairman of the Supervisory Board.
The Supervisory Board may pass binding resolutions irrespective of the number of members present at the meeting, as long as each of the members of the Supervisory Board was informed on the date, place and agenda of the meeting at least one week in advance.
Persons invited by the Chairman of the Board may participate in the meetings as advisors.
Members of the Supervisory Board cannot simultaneously be members of the Board, nor be married, in cohabitation, in consanguinity, affinity or subordination relationships with them.
Amending the Statute
The Statute of the Foundation may be changed. The decision on the amendment of the Statute of the Foundation shall be taken by the Founders.
Liquidation of the foundation
The Foundation shall be liquidated in the event of achievement of purposes for which it was established or exhaustion of funds and assets of the Foundation.
The decision on the liquidation of the Foundation shall be taken by the Founders.
Liquidation shall be carried by liquidator appointed by the Founders.
The Foundation’s assets remaining after the satisfaction of liabilities and charges imposed on the Foundation, shall be allocated for purposes consistent with the statutory objectives. The decision in this regard shall be taken by Founders.
In any case, when this Statute grants certain powers the Founders, in case of death of one of the Founders, the powers provided for in the Statute shall pass on the second Founder, and in the case of his death to the eldest of his heirs. In the event of death of the heir of the Founder, the powers provided in the Statute shall pass each time to the eldest of his heirs.