REMOTE FOUNDATION STATUTE

Chapter I.

General provisions

§1

  1. The Foundation called REMOTE FOUNDATION, hereinafter referred to as the “Foundation”, was established by Oskar Leszek Grochowalski, hereinafter referred to as the “Founder”.
  2. The Foundation operates on the basis of the provisions of the Act of April 6, 1984, on foundations (consolidated text, Journal of Laws of 1991, No. 46, item 203 as amended) and provisions of this Statute.
  3. The Foundation obtains legal personality upon its entry in the National Court Register. Acquires rights and incurs liabilities on its own behalf.
  4. The Foundation is a non-governmental organization that conducts public benefit activities within the meaning of the provisions of the Act of 24 April 2003 on public benefit activities and volunteering.
  5. The foundation was established for an indefinite period.
  6. The act of establishing the Foundation is attached as Annex 1 to these Statutes.
  7. The foundation’s (fiscal) financial year is equal to the calendar year.

 

§ 2

  1. The area of the Foundation’s activity is the territory of the Republic of Poland, however, for the proper implementation of its goals, the Foundation may also operate outside the Republic of Poland and cooperate with foreign institutions.
  2. The seat of the Foundation in the town of Czarże (Kuyavian-Pomeranian Voivodeship).

 

§ 3

  1. The Minister of National Education supervises the Foundation.

 

§ 4

  1. The Foundation may use a distinctive graphic symbol, which after registration it will be subject to legal protection and stamps.

 

§ 5

  1. The Foundation may establish decorations, honorary medals, certificates, and award them, along with other prizes and awards, to natural and legal persons. Awards, Medals, certificates, awards, and distinctions are granted by the Foundation Board. Certificates may also be granted in the event of obtaining such consent from the persons, companies, and institutions that issue them.

Chapter II

The purpose and scope of the foundation’s operation

§ 6

The goal of the Foundation is:

  1. Activities for the integration and reintegration of people at risk of social exclusion.
  2. Activities for the disabled.
  3. Promotion of employment and professional activation of the unemployed and threatened with dismissal.
  4. Activities supporting economic development, including entrepreneurship.
  5. Activities supporting the development of technology, inventiveness, and innovation and dissemination and implementation of new technical solutions in business practice.
  6. Providing support to children, adolescents, and adults in developing their skills and talents.
  7. Activities aimed at improving qualifications, in particular professional and scientific ones.
  8. Activities for organizations whose statutory objectives are educational and cultural activities.
  9. Activities in the field of physical culture and sport, health protection and social assistance, and professional and social activation.
  10. Dissemination of education as well as physical culture and sport.
  11. Undertaking activities for European integration and developing contacts and cooperation between societies.
  12. Promotion and organization of volunteering.
  13. Supporting and organizing volunteering and other initiatives in line with the ideals of the Foundation.
  14. Building links and cross-sectoral cooperation networks – between local government units, businesses, and natural persons and non-governmental organizations.
  15. Activities for the integration and professional and social reintegration of people at risk of social exclusion, including groups indicated in art. 22 paragraph 2 of the Act of 29 January 2004 Public Procurement Law.
  16. Activities for people of retirement age.
  17. Promoting the idea of ​​European integration.
  18. Promotion of education and lifelong learning.
  19. Promoting the idea of ​​entrepreneurship in Poland and abroad.
  20. Dissemination of solutions for reconciliation of work and private life, professional development of adults.
  21. Providing free citizenship counseling.
  22. Providing free legal assistance and increasing legal awareness of the public.
  23. Promoting alternative dispute resolution, including mediation.
  24. Activities for non-governmental organizations and listed entities in art. 3 clause 3 of the Act of 24 April 2003 on public benefit activities and volunteering.

 

§ 7

The Foundation pursues its goals through the following forms of activity:

  • Organizing and conducting courses, training sessions, workshops, forums, seminars, conferences, and other types of meetings.
  • Organizing training and vocational courses giving new qualifications or profession, vocational and psychological counseling increasing professional potential and job opportunities.
  • Conducting research and expertise to diagnose social needs in the area of ​​the Foundation’s statutory activity and conducting publishing activities,
  • Programs supporting volunteering, local and regional initiatives in the scope of the Foundation’s goals.
  • Social and professional integration and reintegration of people at risk of exclusion,
  • Conducting charity activities,
  • Professional and cultural cooperation in the country and abroad,
  • Inspiring and conducting activities in various forms through:
  • Organizing legal, vocational and information counseling,
  • Cooperation with the mass media in the field of popularization and promotion,
  • Cooperation and exchange of experiences with persons, institutions, organizations, and associations of a similar nature at home and abroad, in particular in the EU,
  • Conducting information and promotional activities for social entrepreneurship,
  • Conducting accounting activities for social economy entities,
  • Popularizing and providing knowledge on alternative dispute resolution methods.
  • Sale of manufactured goods or rendering of services in the field of:
  • Social and vocational rehabilitation of people with disabilities on the principles set out in the Act of 27 August 1997 on vocational rehabilitation and social and employment of disabled people (Journal of Laws of 2011, No. 127, item 721, as amended),
  • Professional and social integration and reintegration of people at risk of social exclusion referred to in the Act of 13 June 2003 on social employment (Journal of Laws No. 43, item 225, as amended) and the Act of 27 April 2006 on social cooperatives (Journal of Laws of 2006 No. 94, item 651, as amended).
  • Sale of donation items,
  • Supporting the development of youth, among others by creating contact opportunities with professional creators and authorities in a given field,
  • Organization and financing of educational workshops, training sessions, courses, lectures and other forms of further education and extracurricular activities, language learning
  • Cooperation with local government and entrepreneurs with a similar profile of activity, supporting other non-governmental organizations with convergent statutory objectives and organizing or supporting educational, scientific and artistic ventures for education;
  • Administration of education and culture development projects;
  • Participation in cultural events, auctions, festivities organized by other entities enabling propaganda and charity campaigns in the scope of the Foundation’s activities;
  • Acquisition of shares in commercial law companies, the income of which will be allocated to the implementation of the Foundation’s statutory objectives;
  • Conducting educational and publishing activities;

 

§ 8

The subject of the Foundation’s business, following the Polish Classification of Activities 2007, is:

46.1 – Wholesale on a fee or contract basis

47.1 – Retail sale in non-specialized stores

47.8 – Retail sale installs and markets

47.9 – Retail sale outside the store network, stalls, and markets

70.2 – Management consulting

72.2 – Research and development in the field of social sciences and humanities

73.1 – Advertising

77.3 – Renting and leasing of other machinery, equipment, and tangible goods

79.9 – Other reservation and reservation-related activities

82.11 – Service activities related to administrative office support

82.3 – Organization of trade fairs, exhibitions, and congresses

82.9 – Commercial activities inc

93.29 – Other entertainment and recreational activities

96.09 – Other service activities nec

47.91.Z – Retail sale via mail order houses or the Internet

73.12.C – Mediation in the sale of advertising space in electronic media (Internet)

73.12.D – Brokerage in selling space for advertising purposes in other media

63.12.Z – Operation of internet portals

85.59.B – Other non-school forms of education, not elsewhere classified

85.60.Z – Educational support activities

58.19.Z – Publishing activities

47.19.Z – Other retail sales in non-specialized stores

47.89.Z – Retail sale of other products installs and marketplaces

47.91.Z – Retail sale via mail order houses or the Internet

47.99.Z – Other retail sales outside the store network, stalls and markets

62.01.Z – Software activities

62.02.Z – Activities related to IT consulting

62.09.Z – Other service activities in the field of information technology and computer

63.11.Z – Data processing; website management (hosting) and similar activities

70.21.Z – Interpersonal relations (public relations) and communication

70.22.Z – Other business consulting

and management

73.11.Z – Activities of advertising agencies

74.30.Z – Activities related to translations

74.90.Z – Other professionals, scientific and technical activities not elsewhere classified

 

Chapter III

Types and principles of the Foundation’s operation

§ 9

Statutory activity is determined by the law and this Statute. The Foundation is authorized to collect and process personal data.

 

§ 10

  1. To achieve its statutory objectives, the Foundation may conduct business activities only as an addition to public benefit activities, in accordance with the principles set out in separate regulations.
  2. The excess of revenues over costs is allocated to public benefit activities.
  3. You cannot run a business and paid public benefit activities in relation to the same subject.
  4. Resolutions on undertaking a business activity, its type, and form are adopted by the Founder together with the Foundation Council.
  5. Revenue from paid public benefit activities is only for public benefit purposes.
  6. To achieve its statutory objectives, the Foundation may conduct business activities only as an addition to public benefit activities, in accordance with the principles set out in separate regulations.
  7. You cannot run a business and paid public benefit activities in relation to the same subject.
  8. If running a business requires special permits or permissions, the Foundation will start running this type of business after obtaining such permits or permissions.
  9. In matters related to conducting business activities, the Management Board makes declarations of will in accordance with the manner of representation indicated in § 21 paras. 7.

§ 11

To achieve its goals, the Foundation may support the activities of others and institutions coinciding with its goals.

 

§ 12

The statutory activity of the Foundation may be conducted as an unpaid activity or as a paid activity within the meaning of the provisions of the Act on public benefit activities. Both of these activities will be separate in accounting to the extent that it is possible to determine income, costs, and results, taking account of accounting provisions.

 

§ 13

  1. In implementing its goals, the Foundation relies on the social work of its members.
  2. The Foundation may employ employees to conduct its business.
  3. Members of the Foundation, including members of the Foundation’s authorities, may be employed on the basis of an employment relationship or civil law relations.
  4. The principles of remuneration and its amount are set by the President of the Foundation in consultation with the Foundation Council.
  5. In contracts between the Foundation and a member of the Management Board, the Foundation is represented by the Chairman of the Foundation Council or a person authorized by the Foundation Council in a resolution of this body.

 

§ 14

  1. The Foundation organizes and runs the Foundation’s office and may create branches, plants, and branches.
  2. The Foundation may join other organizations, including companies, cooperatives, unions, associations, and foundations, as well as create such entities alone or jointly with other persons and organizations.
  3. To achieve its goals, the Foundation may cooperate or support the activities of other legal and natural persons whose activities are convergent with the objectives of the Foundation.
  4. The Foundation may have its own business units in the form of separate plants, participate in the activities of other business entities in accordance with applicable law.

 

Chapter IV

Foundation assets and income

§ 15

  1. The Foundation’s assets constitute the Founder’s cash contribution of PLN 2,100.00 (say: two thousand one hundred zlotys) forming the Foundation’s founding fund, as well as funds, real estate, movable property and other property rights acquired by the Foundation during its operations.
  2. An amount of PLN 1,000.00 (in words: one thousand) was allocated from the Founding Fund for business operations.
  3. The implementation of the Foundation’s goals is financed from the fund and the income obtained by the Foundation, on the principles provided for in these statutes.
  4. The Foundation is responsible for its obligations with all its assets.

 

§ 16

  1. The Foundation’s income may come in particular from:
  • domestic and foreign donations, inheritances, bequests,
  • subsidies, grants, co-financing, and subsidies,
  • revenues from auctions, matter, promotional campaigns, collections, and public and private events,
  • income from movable and immovable property and property rights of the Foundation,
  • income from the paid statutory activity,
  • other influences.
  1. Income from donations, inheritances, and bequests can be used to achieve all of the Foundation’s goals at the sole discretion of its Board unless the donors have agreed otherwise.
  2. The Foundation’s statutory activity may be carried out as public benefit activities, free of charge, and payable on the terms set out in the Act on public benefit activities and volunteering.
  3. The foundation does not work to make a profit. She will allocate her income for the implementation of statutory objectives.

 

§ 17

If the Foundation is appointed to inherit, the Foundation Board makes a statement on the acceptance of an inheritance with the benefit of inventory but only if at the time of making this statement it is obvious that the active state of the inheritance significantly exceeds the debts of the inheritance.

 

Chapter V

Foundation authorities

§ 18

  1. The Foundation’s bodies are:
  • Founder
  • Foundation Board
  • Foundation Council
  1. In the event of a decrease in the number of elected members of the authorities during the term of office, these authorities have the right to co-opt the missing members of the authorities from among the Foundation’s members. The number of co-opted members of the authorities may not exceed 1/3 of the number of elected members. Otherwise, the Management Board is obliged to convene an Extraordinary General Meeting of Foundation Members.

 

§ 19

Founder

  1. The Founder’s competences include:
  • appointing and dismissing members of the Management Board,
  • expressing consent to create, transform or liquidate organizational units of the Foundation,
  • approving reports and plans submitted by the Foundation Board,
  • making changes to the statute of the Foundation,
  • making decisions regarding the merger with another foundation and the liquidation of the Foundation.
  1. The Founder makes decisions in the form of resolutions alone or at the request of the Board.

 

§ 20

Foundation Board

  1. The Board of the Foundation may have from 2 to 4 members and is appointed by the Founder by way of a resolution for an indefinite period. When appointing the Management Board, the Founder indicates the President of the Management Board.
  2. The Foundation Board may include the Foundation Founder.
  3. Members of the Management Board may receive remuneration for performing their functions and reimbursement of documented expenses directly related to the function including travel expenses.
  4. The mandate of a member of the Board of the Foundation expires on the date of dismissal of a member of the Board by the Founder, his resignation or death.

 

§ 21

  1. The Board manages the Foundation’s activities and represents it outside, as well as makes decisions in all matters not reserved for the Founder’s competence.
  2. The competences of the Foundation Board include in particular:
  • managing the current operations of the Foundation and achieving its statutory objectives;
  • managing the assets of the Foundation;
  • preparing financial statements and reports on the Foundation’s activities;
  • preparing the Foundation’s annual and long-term plans and programs;
  • preparing annual and long-term financial and material plans and reports on their implementation;
  • determining the organizational structure of the Foundation and internal regulations binding in the Foundation;
  • determining the amount of employment, the number of funds for the salaries of employees of the Foundation and the employment of employees;
  • appointing a proxy representative representing employees by resolution chosen from among the Foundation’s employees and performing an advisory function during meetings of individual bodies;
  • providing the Founder with annual reports on the activities set out in points 3, 4, and 5.

 

§ 22

  1. The following are entitled to submit their will on behalf of the Foundation:
  • The President of the Foundation alone;
  • the other two members of the Management Board acting jointly or a member of the Management Board acting jointly with a duly authorized representative.
  1. The Foundation Board may appoint proxies to perform specific tasks separated from the sphere of affairs belonging to the Foundation.

 

§ 23

  1. The board makes decisions at meetings. Meetings of the Management Board are convened when necessary, but at least once a quarter.
  2. Meetings of the Foundation Board are convened and chaired by the President of the Board, and in his absence, another member of the Foundation Board authorized by him.
  3. The President is obliged to convene a meeting of the Foundation’s Board upon a written request by at least one member of the Board or Founder. The request to convene a meeting of the Management Board should be submitted to the President of the Management Board and should contain the proposed agenda. The application does not require justification. The meeting should be convened within a week of submitting the request.
  4. If the President does not convene a meeting of the Management Board within the abovementioned date with the agenda indicated in the request, the right to convene it is vested in the persons who submitted the request.
  5. Invited persons may participate in the meetings of the Foundation Board. The participation of these people in meetings of the Management Board is only advisory.
  6. Meetings of the Management Board may be held without formal convening if all members of the Management Board agreed to hold a meeting and place-specific matters on the agenda.
  7. The procedure for convening meetings of the Management Board, as well as the scope, method of preparation and procedure for adopting minutes of meetings of the Management Board, are specified in the regulations adopted by the Management Board.

 

§ 24

  1. A meeting of the Foundation Board is important and competent to adopt resolutions if at least 2 members of the Board are present, and all its members have been properly notified of the date and subject of the meeting of the Foundation Board.
  2. The Management Board of the Foundation adopts resolutions by a simple majority of the Management Board members present at the meeting. In the event of a tie, the President of the Management Board has the casting vote.
  3. If the Management Board consists of one person, then it has the right to adopt resolutions independently.

 

§ 25

Foundation Council

  1. The Foundation Council is an initiative, control, and opinion-making body, acting on matters provided for in the statute.
  2. The Board consists of 1 to 5 people, including the Chairman of the Board and its Members.
  3. The members of the first composition of the Council are appointed by the Founder. The next members of the Council, in place of persons who ceased to perform this function or for the extension of the composition of the Council, are appointed by the Council by its decision.
  4. The Foundation Council elects its Chairman from among its members for an indefinite period. The chairman manages the works of the Council, represents it outside, convenes and chairs the meetings of the Council.
  5. You cannot combine membership of the Foundation Council with the performance of functions on the Foundation Board or with an employment relationship with the Foundation.
  6. If a member of the Foundation Council is appointed, with his consent, to the Foundation Board or if a member of the Foundation Council enters into an employment relationship with the Foundation – the membership of such a person in the Foundation Council is suspended, respectively for the duration of the function or term of employment.
  7. Members of the Foundation Council:
  • perform their functions socially in the Council,
  • may not be convicted of a final judgment of an intentional offense prosecuted by public indictment or a fiscal offense,
  • may receive reimbursement of reasonable expenses related to the function performed for performing functions in this body.
  • In the case of contracts between the Foundation and members of the Management Board, the Foundation is represented by the Chairman of the Council or a proxy appointed by a resolution of the Council.

 

§ 26

  1. Membership in the Council ceases:
  • upon the death of its member,
  • as of the date of the final judgment of the conviction for an intentional crime,
  • what a member of the Board is obliged to notify the Management Board of,
  • in the event of the resignation of a member of the Council, notified in writing to the Chairman of the Foundation Council.

 

§ 27

  1. The council meets at the meeting as needed, but not less frequently than once a year. The Council is convened by the chairman of the Foundation Council.
  2. Members of the Foundation’s Board and Founders participate in the meeting of the Foundation Council with an advisory vote.
  3. The Board makes decisions in the form of resolutions by an ordinary majority of votes in the presence of more than half of its members, possibly is making decisions by correspondence. In the event of an equal number of votes, the Chairman’s vote prevails. The Foundation Council exercising its functions may use the opinions and assessments of specialists appointed for this purpose.

 

§ 28

  1. The tasks of the Council include in particular:
  • Supervision over the Foundation’s activities and evaluation of the Board’s work.
  • Considering the annual reports of the Management Board on the Foundation’s activities.
  • Approval of the annual financial statements of the Foundation.
  • Establishing guidelines for the Board’s operation regarding the directions of the Foundation’s operation.
  • Appointment and dismissal of the President and members of the Management Board.
  • Making decisions on the liquidation of the Foundation at the request of the Management Board.

 

§ 29

  1. Each member of the Council has the right to inspect shared documents by the Foundation Board.
  2. The following are entitled to make declarations of will on behalf of the Foundation Council:
  • Chairman of the Foundation Council alone;
  • the other two members of the Council acting jointly or a member of the Council acting jointly with a duly authorized representative.

 

Chapter VI

Change of the Foundation Statute

§ 30

  1. Changes in the Foundation’s statute are made by the Founder by way of a resolution adopted independently or at the request of the Management Board.
  2. In the event of the Founder’s death or his incapacitation, changes to the Statute are made by the Foundation’s Board.

 

Chapter VII

Liquidation of the Foundation

§ 31

  1. The Foundation is subject to liquidation if it achieves the purposes for which it was established or in the event of exhaustion of funds or the assets of the Foundation.
  2. Decisions regarding the liquidation of the Foundation are made by the Founder. In the event of the Founder’s death or its incapacitation, the decision on liquidation is made by the Foundation Board. The decision on the liquidation of the Foundation, it should also specify the purpose of the Foundation’s assets after its liquidation, with the reservation that the assets may be used only for the purposes of “non-profit”.
  3. The Foundation is liquidated by the Foundation Board.

 

Chapter VIII

Final Provisions

§ 31

  1. The statute has been drawn up and signed in 3 identical copies.
  2. These Statutes shall enter into force on the day the Foundation is registered by the competent court.
  3. In matters not regulated in the Statute, the provisions of the Act shall apply on foundations and other currently applicable laws regarding the foundation’s activities.