Chapter I
General provisions
§ 1
1. The Foundation shall work under the name of Warszawska Misja Ochotnicza. The Foundation shall also use interchangeably its English equivalent Warsaw Volunteer Mission. It shall be called further on „Foundation”.
2. Foundation was established by Anette Murphy, Michael Gerald Murphy and Cezary Andrzej Sarnecki on the strength of a notary act dated 10th August 2004 Repertory A no. 4470/2004 made by Maria Łukasik performing functions of a notary public in the Notary Public Office in Piaseczno.
3. Foundation shall operate as a legal entity as of the day of registration in the National Court Register run by the District Court in Warsaw.
4. Foundation shall be supervised by the minister responsible for public security.
§ 2
1. Foundation’s seat shall be the city of Piaseczno.
2. Foundation shall operate on the territory of The Polish Republic as well as abroad – in accordance with the valid law regulations.
3. Foundation shall use a seal with the name and the emblem of Foundation.
4. Foundation shall be permitted to set up its branches and other establishments on the territory of The Polish Republic and abroad.
Chapter II Foundation’s objectives and tasks
§ 3
Foundation’s objectives are the following public benefit activities:
1. Providing financial, organizational and educational assistance, including charity activity for the benefit of people who are indigent, unemployed and in need.
2. Delivering material resources and food to the underprivileged, unemployed and needy.
3. Preserving ethical and moral patterns of behavior in the society by propagating Christian values and culture.
§ 4
Foundation shall accomplish its objectives by:
1. Providing financial, environmental and educational assistance to natural persons who are in need of such assistance due to their financial situation – in particular by:
1.1. providing non-refundable financial assistance and assistance in kind to the indigent, within the limits allowing levelling of social discrimination resulting from their poverty,
1.2. organizing educational and integration activities, gratuitous or payable within the limits of direct operating costs, aiming at increasing the level of education among the indigent and at accustoming them to independent and active functioning in the society, with particular consideration of foreign languages tuition,
1.3. organizing and providing on the basis of the Christian patterns of behaviour psychological and spiritual assistance, gratuitous or payable within the limits of direct operating costs, to people who are in a difficult life situation.
2. Cooperation with institutions of social assistance, hospices, organizations, associations, churches, institutions and natural persons who have similar or the same objectives as Foundation, in particular by:
2.1. exchange of information and experiences regarding providing assistance to people who are in need,
2.2. organizing collective charity actions for the benefit of the indigent,
2.3. organizing seminars, discussions and environmental meetings, gratuitous or payable within the limits of direct operating costs, aiming at popularization of knowledge and skills concerning charity activity.
3. Popularization of moral patterns based on the Christian cultural values by means of organizing direct meetings and of publishing and media activity.
4. Propagating Christian awareness among people in need of spiritual assistance.
§ 5
Objectives stipulated in § 3 of Foundation’s Statute shall be funded with incomes from the founding capital, from legacies, bequests, donations and subsidies acquired from legal persons and natural persons on the territory of The Polish Republic and abroad, and from state donations granted in accordance with valid regulations.
Chapter III Foundation’s assets and incomes
§ 6
1. Foundation’s assets shall include the founding capital in the amount of PLN 1.000 (one thousand) and financial resources, real estates and movables acquired in the course of Foundation‘s activity.
2. Foundation is liable for its obligations up to the value of all its assets.
§ 7
Foundation’s incomes shall come in particular from:
1. Donations, legacies, bequests.
2. Subsidies from legal persons.
3. Income from auctions, fund-raising and public events organized by Foundation or for its benefit.
4. Income from movables and real estate.
5. State donations granted to Foundation as a public benefit organization.
6. Grants from European Union funds and other external resources likely to be obtained for the benefit of Foundation’s statutory activity.
7. Income from interest on resources owned in bank and investment accounts.
§ 8
1. Subsidies, donations, legacies and bequests shall be allocated for financing all Foundation’s needs unless contributors decide otherwise.
2. Income from paid activity stipulated in § 4 and from resources stipulated in § 7 shall be allocated entirely for Foundation’s statutory activity.
§ 9
Foundation’s assets are managed by its Board.
§10
It is forbidden to perform the following actions for the benefit of members of Foundation’s organs, Foundation’s employees and persons with whom Foundation’s employees or members of Foundation’s organs remain in bonds of marriage, cohabitation or are consanguineous or related by marriage in direct line, or are consanguineous or related by marriage up to the second collateral degree, or are related by adoption, custody or guardianship:
1. grant credits or secure any liabilities with Foundation’s assets,
2. transfer Foundation’s assets in accordance with rules other than with respect to third parties, in particular when the transfer is free of charge or takes place on preferential terms,
3. use Foundation’s assets in accordance with rules other than with respect to third parties unless it results directly from Foundation’s statutory objective.
§ 11
It is prohibited to purchase on special terms any products or services from entities with which persons stipulated in § 10 are affiliated.
§ 12
Compensation for persons performing work or providing services for the benefit of Foundation shall not exceed 150 % of average monthly compensation in the enterprise sector announced for the former year by the president of Central Statistical Office.
Chapter IV
Foundation’s organs
§ 13
1. Foundation’s organs shall be the Honorary Assembly, Foundation’s Management Board and Foundation’s Council.
2. The Honorary Assembly shall, if necessary, call into being additional Foundation’s organs and stipulate their competences.
§ 14
1. The Honorary Assembly shall be composed of up to three persons appointed with their consent. The initial members will be appointed by the Founder’s Assembly. Successive members will be appointed by the Honorary Assembly.
2. The Honorary Assembly shall meet without delay each time a meeting is requested by its members, by Foundation’s Council, by the Management Board or by the President of the Management Board.
3. The Honorary Assembly’s resolutions shall be adopted by absolute majority of votes and in presence of, at least, 2/3 of its members. In case of equal number of votes, vote of a chairman chosen for each meeting shall be decisive.
4. Honorary Assembly may appoint or recall its members at any time. Any such decision must be communicated to the Foundation in writing to be effective towards the Foundation. Notification should be signed by the chairman chosen for the meeting during which the above decision was taken.
5. Honorary Assembly member may resign at any time.
§ 15
Powers of the Honorary Assembly:
1. Appointing and recalling the Management Board, the President of the Management Board and members of the Management Board.
2. Appointing and recalling members of Foundation’s Council and the President of Foundation’s Council.
3. Changing the statute and internal structure of Foundation’s organization.
4. Adopting resolutions concerning transformation, merger or liquidation of Foundation and transferring its assets.
5. Approving annual reports on the Management Board’s activity and their assessment by Foundation’s Council.
6. Making decisions concerning directions of Foundation’s activity and means of accomplishing its objectives.
§ 16
1. The Management Board shall be composed of up to 3 persons appointed with their consent by the Honorary Assembly.
2. The Management Board’s activity shall be supervised by its President appointed from among the members of the Board by the Honorary Assembly.
3. The Management Board’s resolutions shall be adopted by absolute majority of votes and in presence of, at least, 2/3 of its members. In case of equal number of votes, vote of President or a person authorized by President to conduct a meeting shall be decisive.
4. The Management Board shall be appointed for unspecified time with the reservation that the Honorary Assembly may recall the Management Board, its individual members or its President at any time.
5. Resolutions of the Management Board shall be adopted at Management Board meetings or in the form of a written resolution by a simple majority of votes.
6. The Management Board adopts resolutions at a meeting provided that half of all members of the Management Board are present at the meeting and that all the Management Board members have been notified about the meeting.
7. The Management Board adopts resolutions in written form provided that at least half of all members of the Management Board have signed the resolution and that all the Management Board members have been notified about the content of the resolution.
8. Each member of the Management Board may convene meetings of the Management Board.
9. A meeting of the Management Board may be held using any means of telecommunication, including in the form of a teleconference between its members. In such a case, if some or all members are in different locations, each member participating in the teleconference must be able to: (i) hear other members and those taking the floor during the meeting, and (ii) talk with other members participating in the meeting, directly or through a telephone or other means of communication. Votes given orally or otherwise through relevant means of communication are recorded in the minutes from the meeting of the Management Board, which are signed by the chairman of the meeting and by the recording clerk.
§ 17
The Management Board in particular:
1. Represents Foundation outside it.
2. Manages Foundation’s assets.
3. Sets up and liquidates Foundation’s establishments and other organizational units.
4. Fixes rules for Foundation’s Office.
5. Makes decisions concerning employment structure, rules of compensation and quantity of resources allocated for compensation and awards for Foundation’s statutory employees.
6. Presents annual reports on Foundation’s activity to Foundation’s Council.
§ 18
Declarations of will are made on behalf of Foundation by any member of the Management Board acting individually.
§ 19
1. Foundation’s Council shall be composed of up to 3 persons appointed with their consent by the Honorary Assembly.
2. Foundation’s Council’s activity shall be supervised by its Chairman appointed from among the members of Foundation’s Council by the Honorary Assembly.
3. Foundation’s Council’s resolutions shall be adopted by absolute majority of votes and in presence of, at least, 2/3 of its members. In case of equal number of votes, vote of Chairman or a person authorized by him to conduct a meeting shall be decisive.
4. Foundation’s Council shall be appointed for unspecified time with the reservation that the Honorary Assembly may recall Foundation’s Council, its individual members or Chairman of Foundation’s Council at any time.
5. Compensation for Foundation’s Council is fixed by the Honorary Assembly with the reservation that it shall not exceed the amount stipulated in Art. 8 par. 8 of the Act of 3rd March 2000 about compensation for persons managing certain legal entities (Dz. U. [Journal of Laws] of 2000, No. 26, item 306, as amended).
§ 20
1. Foundation’s Council exercises ongoing supervision over the Management Board’s activity. For the purpose of performing its control actions it is authorized to:
1. Demand from the Management Board presentation of any documents concerning Foundation’s activity.
2. Demand oral or written clarifications from the members of the Management Board.
2. Foundation’s Council assesses the Management Board’s annual reports on Foundation’s activity in terms of their compliance with books, documents and the actual state of affairs and presents its annual written assessment to the Assembly.
Chapter V Changes in the Statute
§ 21
1. A change in Foundation’s Statute shall not result in significant modifications of Foundation’s objective.
2. Any change of Foundation’s objective or Statute shall be adopted by the Honorary Assembly and shall require preservation of the form stipulated in the regulation about foundations.
Chapter VI Final provisions
§ 22
1. Foundation may merge with another Foundation that has similar objectives, on terms defined in the agreement between Foundations.
2. The agreement is made on behalf of Foundation by President of Foundation’s Management Board pursuant to the regulation of the Honorary Assembly.
3. The Foundation can openly help and support similar organizations in other cities and countries.
§ 23
1. Foundation shall be liquidated in case of having achieved its objectives, for which it was established, or in case of having used all financial resources. Decision about liquidation shall be made by the Honorary Assembly at the request of Foundation’s Management Board endorsed by Foundation’s Council, by a 2/3 majority of the votes and in presence of, at least, a half of members of Honorary Assembly.
2. Foundation’s assets shall be allocated after its liquidation for purposes stipulated by a regulation of the Honorary Assembly.
3. The Management Board shall inform the minister responsible for public security about liquidation of Foundation.
§ 24
Annual report on Foundation’s activity stipulated in § 17 clause 5 shall be made available in Foundation’s registered office to all interested and shall be subject to being published in the manner allowing free access for all.
§ 25
Statute shall come into effect on the day of registration of Foundation in National Court Register.
