Statute

FOUNDATION STATUTE

The Małgosia Braunek Foundation Be

Chapter 1

GENERAL PROVISIONS

§1

1. The Foundation called “Małgosia Braunek Foundation Be”, hereinafter referred to as “the Foundation”, operates on the basis of the Act of April 6, 1984, on foundations and the provisions of this Statute.
2. For the purposes of cooperation with foreign countries, the Foundation may use a name translation in selected foreign languages.
3. The Foundation was established by the Kanzeon Buddhist Union, hereinafter referred to as the Founder, by a notarial deed drawn up by notary public Małgorzata Gromek in Warsaw on February 25, 2011 (Rep. A No. 591/2011).

§2

1. The area of the Foundation’s activity is the territory of the Republic of Poland.
2. For the proper implementation of social and economic goals, the Foundation may operate in the country and abroad of the Republic of Poland.
3. The basis of the Foundation is located in Warsaw.
4. The duration of the Foundation is indefinite.
5. The Foundation has the right to establish centers, offices, branches, and plants in the countries.
6. The Foundation may run a business on the terms set out in Chapter 5 of this Statute.

§3

1. The Foundation has a legal basis.
2. The Minister of Health supervises the Foundation.

§4

1. The Foundation uses a seal with the name of the Foundation.
2. The Foundation operates under the name Małgosia Braunek’s Foundation Be (Fundacja Małgosi Braunek Bądź). The Foundation may use a graphic symbol that distinguishes it.

§5

1. The Foundation may establish certificates, decorations, and medals of honor and award them, along with other prizes and awards, to the natural and legal persons of merit for the Foundation, contributing to the achievement of the Foundation’s goals.

Chapter 2

OBJECTIVES AND PRINCIPLES OF THE FOUNDATION

§1

1. The goal of the Foundation is:

a. supporting projects and initiatives related to broadly understood cancer prevention and cancer education, with particular emphasis on an integrative approach to cancer treatment,
b. promotional and organizational activities supporting various, integrative forms of treatment of oncological diseases,
c. activities to improve the availability of various methods and treatment standards, neoplastic diseases, protection and promotion of health in the field of oncology, supporting science and education in the field of oncology,
d. conducting activities for the comprehensive development of society and its individual members in the field of health protection, conducting a comprehensive activity in the field of charity.

§2

1. The Foundation achieves its goals by:
- a. cooperation with local and governmental authorities and non-governmental organizations in the scope specified for the purposes of the Foundation’s operation,
- b. cooperation with institutions and organizations with a similar scope of activity in the country and abroad, participation in national and international conferences, seminars, workshops, and study trips on topics related to health protection,
- c. activities supporting the development of local communities, self-governing communities, non-governmental organizations, and other institutions working for the public good and health protection, social, charity, and humanitarian aid,
- d. activities to promote health, personal development, and the promotion of active and responsible attitudes,
- e. publishing and disseminating materials related to the fight against cancer,
- f. implementation of cancer prevention and health education programs,
- g. disseminating knowledge on modern methods of treatment and diagnostics of neoplastic diseases,
- h. cooperation with domestic and foreign associations, foundations, and institutions conducting activities similar to that of the Foundation,
- i. supporting and organizing initiatives aimed at increasing the level of medical knowledge, methods of treatment, diagnostics, and rehabilitation in the field of oncology.
2. The Foundation conducts socially useful activities in the sphere of public tasks specified in the Act on Public Benefit and Volunteer Work for the benefit of the entire community.

Chapter 3

PROPERTY AND INCOME OF THE FOUNDATION

§1

1. The assets of the Foundation are the Founder’s cash contribution in the amount of PLN 2,500 (two and a half thousand zlotys) creating the Foundation’s Founding Fund as well as cash, movables, real estate, and property rights acquired by the Foundation in the course of its activities.

§2

1. The Foundation’s income may come from:
- a. donations, inheritances, bequests, grants, and subsidies,
- b. the Foundation’s business activities to the extent and on the terms set out in the statute,
- c. income from property rights transferred to the Foundation for a fee or free of charge,
- d. profit on deposits in banks and financial institutions in the country, revenues from copyrights belonging to the Foundation,
- e. income from collections and public events.
2. Income obtained from the Foundation’s business activities is intended solely for its statutory activities.
3. Revenue from subsidies, donations, inheritances, and bequests may be used to achieve all the Foundation’s goals, unless the donors have agreed otherwise.
4. If the Foundation is appointed for an inheritance, the management board shall submit a declaration of acceptance of the inheritance with the benefit of inventory, and only if, at the time of submitting this declaration, it is obvious that the active status of the inheritance significantly exceeds the inheritance debts.
5. The Foundation is responsible for its obligations with all its assets.

§3

1. The Foundation may not grant loans or secure liabilities with the Foundation’s assets in relation to members of the Foundation’s Management Board, members of the Foundation’s Council, the Founder, Foundation employees, and people with whom they are married or in a straight lineage, kinship or affinity side to the second degree or are related to adoption, guardianship or guardianship, hereinafter referred to as “relatives”.
2. The Foundation may not transfer the Foundation’s assets to members of the Foundation’s Management Board, members of the Foundation’s Council, Foundation employees, and their relatives, on terms other than in relation to third parties, in particular, if the transfer is free or on preferential terms.
3. The Foundation may not use the Foundation’s assets for members of the Foundation’s Management Board, members of the Foundation’s Council, Foundation employees, and their relatives on terms other than in relation to third parties, unless this use directly results from the statutory purpose of the Foundation.
4. The Foundation may not purchase, on special terms, goods or services from entities in which members of the Foundation’s Management Board, members of the Foundation’s Council, Foundation employees, and their relatives participate.

Chapter 4

BODIES AND METHODS OF ORGANIZING THE FOUNDATION

§1

The Foundation’s bodies are:
- a. Foundation Council,
- b. Foundation Board.
1. Resolutions of the Foundation’s bodies are passed unanimously in an open vote, however, for these resolutions to be valid, the presence of at least half of its members is required.
2. The resolution is adopted unanimously if no votes are cast against it.
3. Each member of the Foundation’s body has one vote.

FOUNDATION COUNCIL

§2

1. The Foundation Council is composed of 3 to 15 natural and legal persons appointed by the Founder for a period of 3 years.
2. Legal persons are represented on the Foundation Council by persons authorized to do so under separate provisions of law.
3. Members of the Foundation Council:
- a. may not be members of the Foundation’s Management Board or be in kinship or official reporting with the members of the Foundation’s Management Board,
- b. cannot be convicted by a final judgment for an intentional crime prosecuted by public indictment or a tax offense,
4. Members of the Foundation Council do not receive remuneration for performing the functions of a member of the Foundation Council and for participating in meetings.
5. Before appointing members of the Foundation Council, the Founder will collect from the candidates’ declarations about the fulfillment of the requirements set out in points 2 and 3, and after appointing the members of the Foundation’s Council, it will forward their statements to the Foundation’s Management Board.
6. Members of the Foundation Council may be dismissed before the end of their term of office for the reasons specified in §7 sec. 5 a–d.

§3

1. The Foundation Council includes:
- a. appointing and dismissing members of the Foundation’s Management Board, including the President,
- b. appointing a plenipotentiary to conclude contracts with members of the Foundation’s Management Board,
- c. setting the main directions of the Foundation’s activities,
- d. supervising the implementation of the main directions of the Foundation’s activities,
- e. submitting applications regarding the Foundation’s activities,
- f. giving opinions on the annual and long-term programs of the Foundation’s activities,
- g. expressing opinions on matters submitted to it by the Management Board,
- h. adopting the rules of procedure of the Management Board,
- i. establishing the internal organization of the Foundation,
- j. considering and approving reports on the activities of the management board and granting discharge to it.

§4

1. The Foundation Council at its first meeting selects from among its members the chairman, vice-chairman, and secretary of the Foundation Council.

§5

1. The Foundation Council works at meetings convened by the Chairman of the Foundation Council, at least twice a year. A representative of the Foundation’s Management Board participates in these meetings in order to provide explanations.

§6

2. Persons and representatives of organizations whose activities are consistent with the Foundation’s goals may be invited to participate in the meetings of the Foundation Council.
3. The participation of the persons mentioned in sec. 1 is of an advisory nature at the meetings of the Supervisory Board.

FOUNDATION BOARD

§7

1. The Foundation’s Management Board hereinafter referred to as the Management Board, consists of 3 to 5 members, including the President, and is appointed for a period of 1 year by the Foundation’s Council.
2. The first board of the Foundation is appointed by the Founder.
3. Members of the Management Board may not be convicted by a final judgment for an intentional crime prosecuted by public indictment or a tax offense,
4. Membership in the Management Board expires upon the expiry of the term of office, resignation, dismissal of a Management Board Member, or as a result of death.
5. Dismissal of a member of the Management Board by the Foundation Council takes place in the case of:
- a. illness, disability, or loss of strength – causing a permanent inability to perform the function,
- b. improper performance of the function of a member,
- c. a material breach of the provisions of the Articles of Association,
- d. deprivation of public rights.

§8

1. Financial, technical, and legal services for the Foundation may be provided by the Foundation’s office (secretariat), which is organisationally subordinate to the management board.

§9

1. The Management Board manages the activities of the Foundation and represents it outside.
2. The work of the Management Board is managed by the President.
3. The President, acting alone, or two members of the Management Board acting jointly, are authorized to represent the Foundation.
5. The declaration of will on behalf of the Foundation is made by two members of the Management Board jointly.
6. The detailed mode of operation of the Management Board is specified in the “Regulations of the Foundation’s Management Board”.

§10

1. The Management Board of the Foundation, in particular:
- a. implements the statutory goals,
- b. acquires funds for the implementation of statutory goals,
- c. draws up work and budget plans,
- d. manages the assets of the Foundation,
- e. makes decisions about joining companies and foundations,
- f. accepts subsidies, grants, donations, inheritances, and bequests,
- g. decides on the form and amount of funds allocated to the implementation of the statutory goals of the Foundation,
- h. determines the size of employment, the principles of remuneration, and the number of funds allocated to the remuneration of the Foundation’s employees,
- i. creates and dismisses representative offices, branches, plants, and other units of the Foundation and appoints and dismisses their managers,
- j. draws up annual reports on the Foundation’s activities,
- k. adopts regulations and other internal acts of the Foundation,
- l. performs other activities provided for in the law and the statute.

§11

1. Members of the Management Board may remain with the Foundation in an employment relationship or a paid or unpaid assignment.
2. The remuneration of a member of the Management Board and other relevant terms of the employment contract or contract of mandate on the basis of which the employment of a member of the Management Board takes place are determined by the Council of the Foundation.
3. The remuneration of members of the Management Board and employees of the Foundation’s office is paid from the generated funds, without violating the financial resources provided by the Founder.
4. In contracts between the Foundation and members of the Management Board, the Foundation is represented by an attorney appointed by the Foundation’s Council.

§12

1. Meetings of the Board are held as needed, in accordance with the “Regulations of the Board of the Foundation”, but not less frequently than once every 6 months.
2. Management Board meetings are convened by the President of the Management Board on his own initiative or at the request of the Foundation Council or another member of the Management Board.

Chapter 5

FOUNDATION PROGRAM COUNCIL

§1

1. The Program Council of the Foundation is an advisory and opinion-forming body to the Foundation.
2. The Program Council of the Foundation consists of 5-15 members appointed for an indefinite period from among people whose knowledge and competencies are important for the Foundation’s activities.
3. The Foundation’s Program Council, by virtue of its statute, includes the Founder.
4. The members of the Program Council are appointed by the Founder.
5. In particularly justified cases, the dismissal of a member of the Council, and thus depriving them of membership in the Council, may take place as a result of the Founder’s declaration.
6. Membership in the Foundation’s Program Council shall cease in the event of a written resignation from membership or the death of a Council member.
7. Membership in the Foundation’s Program Council may not be combined with the performance of a function in the Foundation’s Council or the Foundation’s Management Board.
8. If a member of the Foundation’s Program Council is appointed, with his consent, to the Foundation Council or the Foundation’s Management Board, the membership of such person on the Foundation’s Program Council is suspended for the duration of the performance of the function.
9. Members of the Foundation’s Program Council, subject to § 20 paras. 6, may not be persons convicted by a final judgment for a crime of intentional fault.
10. The Council elects the Chairman of the Council from among its members. The Chairman of the Council manages the work of the Council, represents it outside, and convenes and chairs the meetings of the Council.

Chapter 6

ECONOMIC ACTIVITY OF THE FOUNDATION

§1

1. In accordance with applicable regulations, the Foundation may conduct business activities in the country in the following areas:
- 46.49. Wholesale of other household goods,
- 47.19.Z other retail sale in non-specialized stores,
- 47.63.Z Retail sale of sound and audiovisual recordings conducted
- in specialized stores,
- 58.11.Z publishing books,
- 58.12.Z issuing of directories and lists (e.g. address, telephone,
- 58.19.Z other publishing activities,
- 59.14. Activities related to the screening of films,
- 59.20. Activities in the field of sound and music recording,
- 68.20.Z rental and management of own or leased real estate;
- 82.30. Activities related to the organization of fairs, exhibitions, and congresses,
- 85.59.B other extracurricular forms of education, not elsewhere classified.

§2

1. Any income of the Foundation from running a business may be used only for the implementation of its statutory goals.
2. The decision to start a business within the scope specified in sec. 1 is taken by the Management Board, which is responsible for this activity.
3. The Management Board lays down the principles of running a business by the Foundation.
4. Before commencing business activity in a given scope, the Foundation will obtain the required permit, license, or authorization, if required by law.

§3

1. The Foundation runs a business directly or through separate establishments.
2. The plants are separated on the basis of self-financing according to their own resources.
3. The establishments are organizational units of the Foundation and are subordinate to its Management Board.
4. The decision on the establishment of the facility and the appointment and dismissal of its manager is made by the Foundation’s Management Board.
5. The decision to liquidate the plant is made by the Foundation’s Management Board, which appoints the liquidators and supervises their activities.

Chapter 7

CHANGE OF THE STATUTES

§1

1. Any amendment to the Foundation’s statute requires a resolution of the Foundation Council and may not be contrary to the Foundation’s goal as defined in the founding act.

Chapter 8

MERGER AND LIQUIDATION OF THE FOUNDATION

§1

1. In order to achieve its goals effectively, the Foundation may merge with another foundation.
2. A merger with another foundation may not take place if as a result of this, the Foundation’s goals could change significantly.

§2

1. The Foundation shall be liquidated when the goals for which it was established are achieved or when its funds and property are exhausted.
2. Decisions to dissolve the Foundation are made by the Foundation Council.
3. The assets remaining after the liquidation shall be allocated to the statutory purposes of the Foundation, in particular by transferring it to institutions whose activities correspond to the Foundation’s objectives.
4. The liquidation is carried out by a liquidator appointed by the Foundation’s Council.

Chapter 9

FINAL PROVISIONS

§1