GRAŻYNY OSBAND FOUNDATION
And General Provisions
1. The Foundation under the name of Fundacja Grażyna Osband, hereinafter referred to as the Foundation, was established by Richard Osband – hereinafter referred to as the Founder, by a notarial deed drawn up by the notary public Krystyna Stępień-Jasińska at the notary’s office in Tychy, at ul. Grota Roweckiego 42 on 27/02/2019 (Rep. 523/2019).
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 2016, item 40, as amended) and the provisions of this Statute.
3. The Foundation has legal personality.
4. The Foundation may conduct business activities in the sizes that serve the implementation of its statutory goals.
The seat of the Foundation is the city of Czechowice-Dziedzice.
The duration of the Foundation is indefinite.
[Area of activity]
1. The area of the Foundation’s activity is the territory of the Republic of Poland.
2. In order to achieve its goals, the Foundation may also operate outside the territory of the Republic of Poland.
3. The Foundation may establish branches as well as other organizational units.
[Address and stamp]
The Foundation may use a seal with the name and address.
The activities of the Foundation are supervised by the minister responsible for labor and social policy.
II Goals and tasks of the Foundation
[Goals of the Foundation]
1. The statutory purposes include socially useful activities for and in the field of:
a) Conducting educational, training, counseling, therapeutic and psychotherapeutic activities in the field of counseling, treatment and health therapy;
b) Conducting educational and training activities in the field of promoting health prophylaxis, treatment and shaping pro-health attitudes;
c) teaching holistic health prevention;
d) Counteracting addictions and social pathologies;
e) Promotion and organization of voluntary work in the field of helping sick people in difficult life situations;
f) Educational activities in the field of environmental, regional, social and civic education;
g) Spreading the idea of permaculture and bio-agriculture: education and cooperation with regional agriculture;
h) Spreading the idea of ecological and experimental construction;
i) Support and dissemination of physical culture;
j) Activities for the benefit of culture, art, protection of cultural goods and national heritage;
k) Activities supporting the development of communities and local communities;
l) Activities for environmental protection and sustainable development;
m) Undertaking activities for the benefit of European integration and developing contacts and cooperation between societies;
n) Activities in the field of dissemination and protection of values, human rights and civil liberties;
o) Conducting activities in the field of mental health protection.
[Forms of achieving goals]
1. The Foundation pursues its goals, among others through:
a) Conducting and organizing trainings and workshops on self-development,
b) Conducting and organizing trainings and workshops in nature therapy, dietetics, herbal medicine,
c) Conducting and organizing cultural activities in the field of music, dance, education, also by means of distance communication.
d) Conducting and organizing physical training: yoga, tai-chi, Qi – Kung, nordic walking, skiing, snowboarding, skitouring.
e) Conducting and organizing paramedical training and workshops,
f) Conducting cultural activities in the field of philosophy and spirituality
2. Detailed methods of achieving the foundation’s goals are determined by the management board.
1. The Foundation may run a business, including to the following extent:
a) Renting and managing own or leased real estate (PKD 68.20.Z);
b) Restaurants and other permanent catering establishments (PKD 56.10A).
c) Tourist accommodation facilities and short-term accommodation (PKD 55.20.Z)
[Employees and volunteers]
The Foundation may hire employees as well as engage volunteers in its activities.
III Foundation’s property and income
1. The assets of the Foundation are the Founding Fund, which was equipped by the Founder in the amount of PLN 2,248,644.00 (two million two hundred forty eight thousand six hundred forty four zlotys) as well as funds and other assets acquired by the Foundation in the course of its operation. As part of the Founding Fund, the Founder allocated 5,000 (in words: five thousand zlotys) to the Foundation’s future economic activity to raise funds for the implementation of the Foundation’s goals. Increasing the Founding Fund to PLN 10,000,000 (ten million zlotys) does not require an amendment to the Articles of Association.
2. Funds for the implementation of the Foundation’s goals and costs of its activities come from:
a) Paid public benefit activities conducted by the Foundation;
b) business activities carried out by the Foundation;
c) donations, inheritance and bequests;
d) Bank interest;
e) Income from collections and public events;
f) Grants and subsidies from legal persons and organizational units without legal personality;
g) Income from real estate and movable property, property rights;
h) European Union Funds;
i) Funds provided by government and local government administration units;
j) the Founding Fund, which consists of:
1. Real estate located in Porąbka, with a total value of PLN 781,244.00 (seven hundred eighty-one thousand two hundred and forty-four zlotys), including:
– a real estate with a brick garage, located in the town of Porąbka, Porąbka commune, Bielsko poviat, Śląskie Voivodeship, including a plot of land marked with registration number 1405 (one thousand four hundred five), with an area of 0.0954 ha (nine hundred fifty four square meters), for which in the District Court the land and mortgage register BB1Z / 00065248/1 is kept in Żywiec, with a value of PLN 50,000.00 (fifty thousand zlotys)
– real estate located in the town of Porąbka, Porąbka commune, Bielsko poviat, Silesian voivodship, with an area as a whole of 1.3434 ha (one hectare and three thousand four hundred and thirty four square meters), for which the District Court in Żywiec keeps the BB1Z land and mortgage register / 00062768/1, with a value of PLN 731,244.00
– covering an undeveloped plot of land marked with registration number 1409/3 (one thousand four hundred and nine slash by three) with an area of 0.0860 ha (eight hundred and sixty square meters),
– covering an undeveloped plot of land marked with the registration number 1409/5 (one thousand four hundred and nine slash by five) with an area of 0.2143 ha (two thousand one hundred and forty three square meters),
– covering an undeveloped plot of land marked with registration number 1409/1 (one thousand four hundred and nine slash by one) with an area of 0.2993 ha (two thousand nine hundred and ninety-three square meters),
– covering a plot of land marked with registration number 1406/2 (one thousand four hundred and six slash by two) with an area of 0.7438 ha (seven thousand four hundred and thirty eight square meters) with the commenced construction of a training and service building,
2. A claim under a loan agreement concluded between the Founder (the lender) and the company Dom Przebudzeń Sp. z o.o. based in Czechowice-Dziedzice (borrower), entered into the National Court Register under KRS number: 0000762571 – with a value of PLN 1,442,500.00 (one million four hundred forty two thousand five hundred zlotys);
3.98 (ninety-eight) shares with a nominal value of PLN 50.00 (fifty zlotys) each, in the company Dom Przebudzeń Sp. z o.o. based in Czechowice – Dziedzice, entered into the National Court Register under KRS number: 0000762571 – with a value of PLN 4,900.00 (four thousand nine hundred zlotys);
4. Financial resources in the amount of PLN 15,000.00 (fifteen thousand zlotys).
[Use of income]
1. The Foundation does not operate with the aim of making profits, and the income generated will be allocated to the implementation of its statutory objectives.
2. The Foundation may collect its funds in the Polish currency and in foreign currencies at appropriate banks.
3. Income from subsidies, donations, inheritances and bequests may be used for the implementation of any statutory goals of the Foundation, unless the donors have agreed otherwise.
4. The donor, by providing the Foundation with the funds, may stipulate that these funds are to be allocated to a specific type of activity of the Foundation. If the transfer of funds is not accompanied by the purpose of their use, the Foundation may allocate them for any statutory purpose.
5. In matters of accepting donations and inheritance, declarations required by law are submitted by the Foundation’s Management Board.
6. The Foundation allocates the entire surplus of revenues over costs to developing the Foundation’s activities.
[Prohibitions on disposal of property]
1. The Foundation may not:
a) Grant loans or secure liabilities with the property of the organization in relation to members of the organs or employees and persons with whom the members, members of the organs and employees of the organization are married, cohabiting or in a straight lineage, relationship or affinity sideline to the second degree or are related to adoption, guardianship or guardianship, hereinafter referred to as “relatives”;
b) Transfer your property to members of bodies or employees and their relatives, on terms other than in relation to third parties, in particular, if the transfer is free or on preferential terms;
c) Use their property for the benefit of members of bodies or employees and their relatives on terms other than in relation to third parties, unless this use results directly from the statutory purpose;
[Paid public benefit activity]
The Foundation carries out paid public benefit activities consistent with the objectives of the statutory activity of the Foundation.
[Supporting the activities of third parties]
In order to achieve its statutory goals, the Foundation may support the activities of other legal persons, natural persons and organizational units without legal personality, which pursue objectives identical to the statutory objectives of the Foundation.
[Medals, decorations and awards]
The Foundation may establish medals, decorations, awards, distinctions and certificates and award them to natural and legal persons and organizational units without legal personality, meritorious for the purposes chosen by the Foundation as its statutory goals or meritorious for the Foundation itself.
IV Bodies of the Foundation
1. The bodies of the Foundation are:
a) the Foundation’s Management Board – hereinafter referred to as the Management Board;
[The role of the Founder in the organs]
1. The founder may be appointed to the bodies of the Foundation.
2. The Founder appoints the first composition of the Management Board.
1. The Board manages the Foundation’s work and manages its assets.
2. The Management Board consists of 3 (three) to 7 (seven) members appointed for an indefinite period.
3. The first composition of the Management Board, including the President, is appointed by the Founder. The next members are appointed by the Management Board by a resolution adopted by a simple majority of votes, in the presence of at least 3 members of the Management Board.
4. Membership in the Management Board shall cease as a result of:
a) submission of a written resignation to the President of the Management Board;
b) Death of a member of the Management Board;
c) Recall from the function of a member of the Management Board by way of a resolution of the Management Board;
5. The Management Board may dismiss its member by means of a resolution adopted by a simple majority of votes, in the presence of at least 3 members of the Management Board.
[Tasks of the Management Board]
1. The Management Board manages the activities of the Foundation and represents it outside.
2. The powers of the Management Board include in particular:
a) Approving the main directions of the Foundation’s activities;
b) managing the day-to-day activities of the Foundation;
c) Implementation of statutory goals;
d) Changing the Foundation’s statute and its liquidation or merger with other foundations;
e) Preparation of budget and work plans – then their implementation;
f) Management of the Foundation’s assets;
g) Development of the Foundation’s activity plan;
h) Preparation of financial statements and reports on the Foundation’s activities and submission of these documents to relevant state bodies;
i) Representing the Foundation outside;
j) Hiring employees and determining the amount of their remuneration;
k) making decisions in all matters not assigned to the competence of other bodies or persons.
[Management Board meetings]
1. Meetings of the Management Board are held depending on the current needs of the Foundation, at least once a quarter.
2. Meetings of the Management Board are convened by the President on his own initiative or at the request of a member of the Management Board, by sending, via electronic means of communication or by registered mail, at least 3 days before the planned meeting, invitations in which he notifies the members of the Management Board about the planned agenda.
3. If, despite the request of a member of the Management Board, the President of the Management Board does not convene a meeting of the Management Board, any other member of the Management Board is entitled to convene it.
4. The resolution of the Management Board may be adopted without the formal convening of the meeting, if all members of the Management Board participated in the meeting and none of them objected to its holding and the agenda.
5. Adopting resolutions in the manner specified in sec. 3 does not apply to the appointment and dismissal of a member of the Management Board as well as amendments to the Statute.
6. Members of the Management Board may participate in meetings in person, through a proxy, or by means of remote communication. Members of the Management Board may cast their votes in person, through a proxy, or by means of remote communication.
7. All members of the Management Board must be informed about the meeting, except in the case specified in point 3.
8. The Management Board makes decisions by means of resolutions adopted by a simple majority of votes. For resolutions to be valid, at least three members of the Management Board must be present at the meeting.
9. In the event of an equal number of votes, the Vice-President of the Management Board has the casting vote.
10. Minutes are made of the course of the Management Board meeting.
1. Two members of the Management Board acting jointly are entitled to make declarations of will in all property and non-property matters and to sign all documents on behalf of the Foundation.
2. The Management Board of the Foundation may appoint an attorney to represent the Foundation in the matters specified in the power of attorney.
Chapter V Final provisions
§ 23 [Liquidation of the Foundation]
1. The Foundation shall be liquidated in the event of achieving the goals for which it was set up or when its funds and property are exhausted.
2. The Foundation’s Management Board notifies the Minister responsible for labor and social policy about the liquidation of the Foundation.
3. The Management Board decides to liquidate the Foundation and establishes a liquidation procedure.
4. The Board decides on the remaining assets of the Foundation, taking into account the purpose of the Foundation.
5. The funds and property remaining after the liquidation of the Foundation may be allocated by a resolution of the Management Board to organizations operating in the Republic of Poland with similar goals or to the implementation of specific goals which are the statutory goals of the Foundation.
6. The Foundation’s statute comes into force on the day the Foundation is registered by the appropriate District Court.