STATUTE OF THE HELP4PEOPLE FOUNDATION

Consolidated text as of 01.08.2023.

Chapter I

GENERAL PROVISIONS

• 1

1. Foundation under the name: HELP4PEOPLE , hereinafter referred to as the Foundation established by Mark Gatz, hereinafter referred to as the Founder, by a notarial deed drawn up by notary Krzysztof Leszczynski at the Notary’s Office in Bydgoszcz.

The Foundation shall operate pursuant to the provisions of the Act of April 06, 1984 on Foundations (consolidated text Dz.U. of 1991 No. 46, item 203 as amended) and the Act of April 24, 2003 on Public Benefit Activity and Volunteerism (consolidated text of 2010, No. 234 item 1536 as amended) and these Statutes.

2. The competent District Court for the Foundation is the District Court in Bydgoszcz.

• 2

1. The Foundation has legal personality.
2. The Foundation may use a distinctive graphic mark and equivalents of its name in foreign languages.

• 3

1. The seat of the Foundation is Bydgoszcz.
2. The Foundation operates in the Republic of Poland and abroad.
3. The Foundation may establish branches, plants, subsidiaries and other organizational units in the country and abroad, in accordance with the relevant provisions of Polish or foreign law, as well as join companies and foundations.
4. The Foundation may be a member of organizations with similar activities.

• 4

The foundation was established for an indefinite period of time .

• 6

The statutory objectives of the Foundation include activities for and in the field of:

1. Social assistance, including assistance to families and individuals in difficult life situations and equalization of opportunities for these families and individuals;
2. family support and foster care system;
3. Creating conditions for meeting the housing needs of the local community;
4. Providing free legal assistance and raising the public’s legal awareness;
5. Activities for the integration and reintegration of people at risk of social exclusion;
6. charitable activities;
7. activities for national and ethnic minorities and regional language;
8. Activities for the integration of foreigners;
9. health protection and promotion;
10. activities for people with disabilities;
11. Employment promotion and vocational activation of the unemployed and those at risk of being laid off;
12. activities for the equal rights of men and women;
13. Activities for people of retirement age;
14. Activities that support economic development, including the development of entrepreneurship;
15. activities that support the development of technology, invention and innovation, as well as the dissemination and implementation of new technical solutions in economic practice;
16. activities that support the development of local communities and communities;
17. Recreation activities for children and young people;
18. Activities in the field of culture, art, protection of cultural property and national heritage;
19. support and dissemination of physical culture;
20. Supporting ecology and animal protection and protection of natural heritage
21. Activities in the field of tourism and sightseeing;
22. Dissemination and protection of freedom and human rights and civil liberties , as well as activities supporting the development of democracy,
23. Providing free citizen counseling,
24. Rescue and civil protection activities;
25. Assistance to victims of disasters, natural disasters, armed conflicts and wars at home and abroad;
26. The dissemination and protection of consumer rights;
27. activities for European integration and the development of contacts and cooperation between societies;
28. Activities in the promotion and organization of volunteerism;
29. Assistance to the Polish community and Poles abroad;
30. Activities for veterans and repressed persons;
31. activities for veterans and aggrieved veterans within the meaning of the Act of August 19, 2011. On veterans of operations outside the borders of the country (Journal of Laws 2020, item 2055, and 2022, item 655);
32. Activities in the field of promoting the Republic of Poland abroad;
33. activities in favor of the family, maternity, parenthood, dissemination and protection of children’s rights;
34. counteracting addictions and social pathologies;
35. Activities to improve the mental health of children and adolescents,
36. Activities to improve the cultural education of children , youth and adults ,
37. activities for non-governmental organizations and other entities engaged in beneficial activities within the scope of any of items 1-37 above

• 7

1. The Foundation pursues its objectives in the framework of unpaid and paid public benefit activities through:

1. 1. Conducting fundraising activities through online fundraisers organized through social networks,
   2. Supporting, through information and education campaigns, public benefit activities carried out by third parties,
   3. Promoting the use of modern technologies in conducting the activities of public benefit organizations,
   4. Developing awareness of the need to actively participate in the work of public benefit organizations and support the goals they pursue,
   5. Participate in the design, production and provision of relevant materials for educational purposes, campaigns, exhibitions and media to strengthen and develop the activities of non-profit organizations in Poland,
   6. Funding of activities and projects related to public benefit activities,
   7. Protecting, acquiring, administering, using and disposing of the Foundation’s assets, including intellectual property rights – in accordance with the laws in force in Poland;
   8. Developing moral and financial support for public benefit activities and cooperating with other organizations in this field;
   9. providing social assistance,
   10. making donations to entities performing public benefit activities.

2. The foundation cannot:

1. 1. to grant loans or to secure liabilities with the Foundation’s assets in relation to the members of the Foundation’s bodies or the Foundation’s employees, as well as to persons with whom the members of the Foundation’s bodies and the Foundation’s employees are married or in cohabitation, or in a relationship of kinship or affinity in a direct line, kinship or affinity in a collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “related persons”,
   2. transfer assets for the benefit of members of the Foundation’s bodies or Foundation’s employees and their relatives, on principles other than in relation to third parties, in particular, if the transfer is made free of charge or on preferential terms,
   3. use the assets for the benefit of members of the Foundation’s bodies or employees of the Foundation and their relatives on principles other than in relation to third parties, unless this use directly results from the statutory purpose,
   4. purchase goods or services from entities in which members of the Foundation’s bodies or employees of the Foundation and their relatives participate, on principles other than in relation to third parties or at prices higher than market prices.

• 8

In order to achieve its statutory objectives, the Foundation may support the activities of other legal entities, individuals and organizational units without legal personality, pursuing objectives covered by the statutory objectives of the Foundation.

• 9

The Foundation may establish medals, decorations, awards, prizes, distinctions and certificates, and award them to natural persons, legal entities and organizational units without legal personality, meritorious for the purposes chosen by the Foundation as its statutory purposes or meritorious for the Foundation itself.

• 10

The competent minister is the Minister of Family Labor and Social Policy.

Chapter II.

ASSETS AND INCOME OF THE FOUNDATION

• 11

The assets of the Foundation consist of its initial fund contributed by the founder in the amount of PLN 5,000 ( five thousand zlotys )and financial resources, real and movable property, as well as property rights acquired by the Foundation in the course of its activities.

• 12

The Foundation’s income comes in particular from:

1. funder’s benefits;
2. domestic and foreign donations, inheritances and bequests;
3. bank interest on capital deposits
4. Income from collections and public events;
5. Grants , subsidy donations and grants ;
6. income from real and movable assets of the Foundation , property rights;
7. European Union funds;
8. funds provided by state and local government units.
9. Paid activities of public benefit organizations,
10. references ;

• 13

1. Income from subsidies, donations, bequests and legacies may be used for the realization of any of the Foundation’s statutory purposes, unless the donors have agreed otherwise.
2. In matters of acceptance of donations and inheritance, the declaration required by law is made by the Board of Directors of the Foundation .
3. If the Foundation is called to inherit, the Board shall make a declaration of acceptance of the inheritance with the benefit of inventory, and only if at the time of making this declaration it is obvious that the active state of the inheritance significantly exceeds the inheritance debts.
4. The Foundation allocates the entire surplus of income over expenses to the development of public benefit activities.â
5. The financial year is the calendar year
6. The Foundation is liable for its obligations with all its assets.

Chapter III.

FOUNDATION’S AUTHORITIES

• 15

The authorities of the Foundation are:

1. Foundation Board;
2. Foundation Board;

Members of the Foundation Council and the Foundation Board may receive remuneration for participation in the work of these bodies , as well as receive reimbursement of documented expenses related to participation in the work of these bodies , including travel expenses .

• 16

The founder may be appointed to the Foundation Board or the Foundation Council.

1. Foundation Council

• 17

1. The Foundation Council is a decisive , control and opinion-making body.
2. The Council of the Foundation consists of 2 (two) to 5 (five) members.
3. The members of the Foundation Council are appointed, designating the Chairman of the Foundation Council, and dismissed by the founder.
4. Removal of a Council Member may be done by the remaining Members by unanimous decision.
5. The Chairman of the Council directs the work of the Council , represents it to the outside world and convenes and presides over meetings of the Council
6. The Foundation Council is appointed for a seven-year term, with the possibility of re-election of a person to the Foundation Council.
7. It is forbidden to combine the functions of a Foundation Council Member and a Foundation Board Member.
8. Members of the Foundation’s Council may not be persons convicted of an intentional crime prosecuted by public indictment or fiscal crimes.
9. Membership in the Foundation Council shall cease in the event of written resignation from membership or death of a member of the Council.
10. The Foundation Council makes decisions in the form of resolutions – a simple majority of votes , in the case of an equal number of votes the vote of the Chairman is decisive

• 18

The powers of the Foundation Council include:

1. Appointment and dismissal of the Foundation Board
2. Evaluation of the Board’s work;
3. Controlling the current activities of the Board of the Foundation
4. Determining the long-term directions of the Foundation’s activities;
5. Expressing opinions on matters submitted by the Foundation’s Board of Directors;
6. Supporting the Foundation from the promotional side;
7. Consideration and approval of financial reports;
8. reviewing and approving the reports of the Foundation’s Board of Directors and discharging the members of the Foundation’s Board of Directors for their actions.
9. Adoption of amendments to the Articles of Association of the Foundation ;
10. Decide, at the request of the Board of the Foundation, on the merger with another Foundation or on the liquidation of the Foundation

• 19

1. The Council of the Foundation works at meetings held as the need arises, at least once a year.
2. At the request of any member of the Council, a member of the Foundation’s Board of Directors may participate in meetings of the Foundation’s Council. At the same time, a Board Member participates in meetings of the Foundation’s Council only for the purpose of providing explanations.

• 20

1. The Foundation Council makes its decisions in the form of resolutions.
2. Participation of a Council Member in a meeting is also possible by means of remote communication.
3. Resolutions may also be adopted outside the meeting by written ballot.

III. Foundation Board

• 21

1. The Foundation’s Board of Directors represents the Foundation in its relations with third parties.
2. The Foundation’s Board of Directors consists of 1 (one) to 3 (three ) persons.
3. The work of the Board is headed by the President of the Board.
4. Members of the Board of Directors are appointed and dismissed by the Foundation Council .
5. Members of the Board of Directors are appointed for an indefinite period of time and may be dismissed at any time.
6. Board members may have an employment relationship with the Foundation.
7. Members of the Board may receive remuneration for their functions as determined by the Foundation Council
8. Members of the Board of Directors may not be persons convicted by a final judgment of an intentional crime prosecuted by public indictment or fiscal crimes.

• 22

1. The powers of the Board of Directors of the Foundation include:
2. Representing the Foundation to third parties;
3. Exercise custody of the Foundation’s assets;
4. Directing the day-to-day operations of the Foundation;
5. Adoption of regulations and internal acts of the Foundation;
6. Accepting donations, inheritances and bequests;
7. Deciding on joining companies or establishing foundations;
8. Establishing plans for the Foundation’s activities;
9. Implementation of resolutions of the Foundation Council;
10. Deciding on employment, remuneration rules and the amount of funds for salaries and rewards for the Foundation’s employees;
11. creation and abolition of organizational units of the Foundation;
12. Proposing amendments to the Articles of Association of the Foundation, changes to the objectives of the Foundation and the liquidation of the Foundation and the allocation of its assets;
13. Preparation of reports on the activities of the Foundation;
14. Preparation and publication of annual financial statements in accordance with applicable accounting regulations;
15. Establish and award badges, medals and honorary titles, prizes and other awards to individuals and legal entities who have rendered meritorious service to the Foundation or pursued its goals.
16. The Board of Directors is responsible for making decisions on all matters not reserved for the competence of the Foundation Council or the Founder Mark Gatz

• 23

1. The Board of Directors of the Foundation may appoint and dismiss:
   1. program council;
   2. advisory teams.
2. The members of the aforementioned advisory bodies may also be members of the Foundation Council.

• 24

1. Meetings of the Foundation’s Board of Directors are held as needed.
2. Meetings are convened by the President of the Board of Directors of the Foundation, via electronic communication means.

• 25

1. Resolutions of the Board of the Foundation shall be passed by a simple majority, with the presence of at least half of its members, including the President of the Board, required for the validity of resolutions.
2. In the event of an equal number of votes cast for and against a given resolution, the vote of the Chairman of the Board shall be decisive.
3. Each Board Member of the Foundation is entitled to one vote.
4. The Board of Directors of the Foundation has the right to invite persons whose activities are identical with the statutory objectives of the Foundation to participate in its meetings. Such persons are not entitled to take part in voting on resolutions.

1. Representation of the Foundation

• 27

Each member of the Board of Directors of the Foundation is authorized to represent the Foundation independently.

Chapter IV.

amendment to the articles of association and liquidation of the foundation

• 28

1. Amendment of the Articles of Association, including the objectives of the Foundation, is within the competence of the Foundation Council .
2. The Articles of Association of the Foundation shall be amended by passing an appropriate resolution in writing, otherwise being null and void, and adopting the consolidated text of the Articles of Association of the Foundation.

• 29

1. The Foundation shall be liquidated if its funds and assets are exhausted.
2. The liquidators of the Foundation are appointed and dismissed by the Founder .
3. The decision to liquidate is made by the full Council of the Foundation by unanimous resolution, which in order to have legal effect requires the approval of the Founder