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Acting pursuant to art. 6 the Act regarding Foundations of 6 April 1984
(Journal of Laws No. 21, item. 97), the founders hereby determine the
statute of "Fundacja Aktywnej Rehabilitacji" (FAR) in Warsaw,
hereinafter, the "Foundation".
SECTION I
THE FOUNDATION'S NAME, REGISTERED OFFICE AND THE AREA WHERE IT IS ACTIVE
§ 1
The Foundation is to be known as: Fundacja Aktywnej Rehabilitacji ("FAR").
§ 2
The Foundation is registered in Warsaw.
§ 3
- The Foundation shall be active on the territory of the Republic of
Poland.
- The Foundation may operate outside Poland, if this assists it in
realising its statutory aims and accords with the laws of the Republic
of Poland and the other country.
§ 4
The Foundation has been formed for an unlimited period of time.
§ 5
The Ministry of Health and Social Care oversees the Foundation.
SECTION II
THE AIM, SCOPE AND FORM OF THE FOUNDATION'S ACTIVITIES
§ 6
The aim of the Foundation:
- the social and occupational activation of disable people, with particular
emphasis on people with limb disabilities, through:
- the organisation of active rehabilitation centres and camps,
at which sports intended to increase the physical and psychological
activity of the disabled will be organised, as well as conducting
this kind of activity in cooperation with other organisations;
- informational activities, involving, above all, promoting an
active life-style among the disabled;
- providing rehabilitation equipment and other resources which are
essential to the life and work of the disabled;
- assistance in the adaptation of work stations to the needs of the
disabled;
- providing training and improving the qualifications of the disabled;
- adapting homes and other property to the needs of the disabled;
- all other activities which are within the spirit of these provisions.
§7
The Foundation may open branches, representative offices (including overseas)
and other offices in those territories
where it operates.
§8
- In the realisation of its statutory activities, the Foundation shall
cooperate with government agencies, social and commercial organisations,
higher education establishments, scientific institutions and other corporations
and individuals both in Poland and abroad.
- The Foundation may be a member of social and commercial organisations
which it joins on the basis
of an agreement.
- In pursuit of its statutory aims, the Foundation may provide separate
paid and unpaid public services.
The Foundation may provide paid public services as regards the following
public works:
- science, education and upbringing - pursuant to art. 4 para. 1 pt.
11 of the Public Services and Volunteer Act
of 24.04.2003;
- sightseeing and holidays for children and youth - pursuant to art.
4 para. 1 pt. 12 of the aforementioned Act;
- providing technical, training, informational or financial support
to the extra-governmental organisation and entities stipulated in art.
3 para. 3, as specified in pts.
1-23 of the Act - pursuant to art. 4 para. 1 pt. 24 of the aforementioned
Act.
The Foundation may provide free public services as regard the following
public works:
- charitable activities - pursuant to art. 4 para. 1 pt. 2 of the aforementioned
Act;
- the protection and promotion of health - pursuant to art. 4 para.
1 pt. 5 of the aforementioned Act;
- activities on behalf of the disabled - pursuant to art. 4 para. 1
pt. 6 of the aforementioned Act;
- promotion of the employment and professional activity of the unemployed
and those threatened by unemployment
- pursuant to art. 4 para. 1 pt. 7 of the aforementioned Act;
- promoting sport and physical fitness - pursuant to art. 4 para. 1
pt. 14 of the aforementioned Act;
- providing assistance to victims of catastrophes, natural disasters,
armed conflicts and wars in Poland and abroad
- pursuant to art. 4 para. 1 pt. 20 of the aforementioned Act;
- the promotion and organisation of volunteers - pursuant to art. 4
para. 1 pt. 23 of the aforementioned Act.
SECTION III
THE FOUNDATION'S ESTATE
§ 9
- The Foundation's initial estate comprises 400,000 PLN (four hundred
thousand PLN) and 200 (two hundred) US dollars.
- The Foundation shall also obtain funds from public collections, legacies,
endowments or donations from corporations or individuals who are registered
in Poland
or abroad.
- The legacies, endowments or donations may be in the form of cash,
securities, real estate or other property.
- The consideration obtained for paid public services may not exceed
levels which cover direct costs and ensure continuity of that activity.
§10
- The Foundation's estate is allocated to: the founding capital and
working capital.
- The Founders allocate:
- 200,000 (two hundred thousand) PLN and $100 (one hundred US dollars)
to the founding capital;
- 200,000 (two hundred thousand) PLN and $100 (one hundred US dollars)
to working capital.
- The Foundation's Board may, according to its resources, increase
the level of the founding capital.
- The founding capital shall be deposited with Powszechna Kasa Oszczędności
or any other bank which is
a communal economic entity, in that the interest from this shall be
allocated to working capital.
- The working capital is allocated to covering all expenditure connected
with the realisation of the tasks stipulated in §6.
§ 10a
The Foundation is not permitted to:
- grant loans to the Foundation's management, employees or the relatives
or to guarantee their liabilities with the Foundation's estate;
- exploit or transfer the organisation's estate for the benefit of
the Foundation's management, employees or their relatives other than
on an arms-length basis, especially
if that transfer takes place without payment or on preferential terms;
- purchase goods or services on special terms from entities in which
the Foundation's management, employees or their relatives participate.
SECTION IV
THE FOUNDATION'S MANAGEMENT BOARD
§11
- The Foundation's Management Board directs its activities and represents
it externally.
- The Board passes all resolutions and takes all the decisions which
lie within its remit, in accordance with the prevailing law.
- The Board is the Foundation's rightful body for the resolution and
conduct of all matters, provided they are not reserved for the Foundation's
Council.
§12
- The Board comprises from three to seven members, including the President
and his deputy.
- The Foundation's first Board shall comprise 3 persons
- i.e. from among the founders and persons designated
by the founders.
- The need to increase the composition of the Board
or the replace certain of its members shall be decided by a simple majority
of the votes of the Board, so long as at least 3/4 of the members of
the reigning Board are present.
- The Foundation's Council may dismiss a member of the Board in the
following circumstances:
- if for reasons of health he is unable to perform his function,
where this has been confirmed by an appropriate doctor's certificate,
- if he has, beyond any doubt, committed a crime, and a charge has
been laid before the court,
- through his own fault has caused material damage to the Foundation,
which has been confirmed by
a court.
§13
- The President stands at the head of the Board and directs its activities.
- The President calls the meetings of the Board, and in his absence
this is done by his deputy.
- Invited persons may attend Board meetings as advisors.
- Board meetings shall be minuted and shall be signed by the President
or his deputy and by the secretary to the meeting.
- The Board's activities and the division of functions among its members
is determined by the bye-laws which are approved by the Board by way
of a resolution.
§14
- The signatures of two members of the Board acting jointly are required
as regards representations concerning material and intangible rights
and obligations.
- The legal actions concerning the President of the Board are conducted
by the Chairman of the Foundation's Council - or a proxy appointed by
the Council for this purpose - who also concludes a contract with him.
§15
The Board's responsibilities include, in particular:
- managing the Foundation's estate;
- planning and carrying out the tasks which stem from the Foundation's
aims;
- taking action intended to increase the Foundation's estate, including
the creation commercial enterprises;
- propagating through the press, radio and television the aims and
activities of the Foundation and indicating the possibility of making
use of the Foundation's assistance;
- accepting legacies, endowments and donations;
- planning the exploitation of the Foundation's funds and other resources;
- preparing the report on the Foundation's activities and the financial
report for the previous year;
- the creation of branches, representative offices and other offices;
- the preparation of regulations and instructions regarding the Foundation's
activities;
- establishing the principles for remunerating the members of the Board
and the Foundation's employees;
- submitting to the Ministry of Health and Social Care the reports
on the Foundation's activities and those of its Board and on the exploitation
of the Foundation's funds, after these have been approved by the Foundation's
Council.
SECTION IV a
THE FOUNDATION'S COUNCIL
§ 15a
- The Foundation's Council is the Foundation's programme supervisory
and control body. The Council's term of office is 6 years and expires
at the moment when the financial report for the last year of the term
expires.
- The Foundation's Council comprises 3 persons appointed by:
- The Minister of Health,
- The Minister for Social Security,
- The Minister for Education and Sport.
If the body entitled to appoint a member of the Council does not
do so within 30 days of being notified by the President of the Board
or the remaining members of the Council, by registered letter, of
the expiry of the membership of the Council or of the resignation
of a Council member or of the expiry of the term of office,
the power to appoint a Council member shall pass to the Board, in
that the candidacy must be approved by the remaining Council members.
The first Foundation Council shall comprise 3 person appointed by
the Board from among candidate put forward by the Minister of Health.
-
A Foundation Council member cannot be:
- A member of the Board, or any person related to them, dependent
on them or subordinate to them by way of employment,
- The liquidator, the manager of a Foundation office, representative
office or branch, the chief accountant employed at the Foundation,
the legal adviser, counsel or any other employee directly subordinated
to a member of the Board,
- A person convicted of an intentional crime.
- The Foundation's Council functions on the basis of the Foundation
Council's Bye-Laws as approved by the Council.
- The Foundation Council's remit includes:
- supervision of the Foundation's activities, including consideration
of the annual financial reports;
- granting members of the Board exoneration for the performance
of their duties;
- approving the Board's report concerning
the Foundation's activities and that concerning the exploitation
of funds and other resources which
the Board submits to the Minister of Health;
- approval of its own bye-laws and the election of the Chairman
of the Council;
- approval of the annual and long-term programmes for the Foundation's
activities as presented by the Board;
- The submission to the Minister of Health of annual reports concerning
the activities of the Foundation's Council.
-
The Foundation's Council carries out its rights and obligations
at collegiate meetings, passing resolutions by way of an absolute
majority of the entire membership
of the Council.
-
Meetings of the Foundation Council shall take place at least once
a year. The meetings of the Council are called by the Chairman at
his discretion, at the request of the Board or by at least two members
of the Council by way of a written notification regarding the meeting
of the members of the Foundation's Council and Board at least
7 days before the proposed meeting. If the Council Chairman does not
call the meeting in time then the meeting of the Council shall be
called by the President
of the Board.
-
Members of the Foundation's Council are entitled to remuneration
for participating in the Council meetings and for carrying out the
supervision. In return for performing these functions they may be
reimbursed with the justified costs of attending the meetings or remunerated
in an amount not exceeding that specified in art. 8 pt 8 of the Act
concerning the Remuneration of Persons Managing Certain Legal Entities
of 3 March 2000.
-
The mandate of a Council member expires:
- upon the expiry of the term of office,
- as a result of his resignation,
- after 180 days of illness or a permanent inability to perform
the functions of a member of the Council.
SECTION V
LIQUIDATION OF THE FOUNDATION
§16
- In the event that the Board decides that the need exists
to liquidate the Foundation, it shall pass an appropriate resolution.
- The resolution regarding the liquidation of the Foundation shall
be passed by a majority of the votes, although at least 3 of the members
of the Board should participate in the meeting.
- The Board of the Fundacja Aktywnej Rehabilitacji shall,
by way of a resolution, indicate a foundation or association, whose
statutory aims are to assist the disabled, to which the estate of the
dissolved Foundation shall be transferred.
SECTION VI
FINAL PROVISIONS
§17
- The statute comes into force on the day that the Foundation is granted
legal status.
- Changes to the statute shall take place by way of a Board resolution,
by a simple majority of votes in the present of at least 3/4 of the
members of the reigning Board.
The resolution was passed unanimously.
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