Constitution

of the FOUNDATION OF PUBLIC HEALTH PROTECTION



Chapter I
General Provisions

§ 1

Foundation under the Foundation for the Preservation of Public Health, hereinafter referred to as the "Foundation", was established by Aneta Makowiecka, Paweł Miotła and Tomasz Rechberger, hereinafter referred to as "Founders", a Notaries Deed dated 3 July 2015 year (Rep. A No. 1391/2015), prepared by Notary Barbara Bryl at the Notaries Office at Freta Street 53/55 suit 1 in Warsaw.

§ 2

The Foundation operates under the Act of 6 April 1984 on Foundations (Dz. U. of 1991., No. 46, pos. 203 as amended.), The Act of 24 April 2003 on public benefit activity and volunteerism (ie Dz. U. of 2014., pos. 1118 d.), and based on this Statute.

§ 3

The Foundation operates in the Polish Republic and to the extent necessary for the appropriate completion of its statutory objectives, the Foundation may also operate outside the Polish Republic.

§ 4

The Foundation is based in Warsaw.

§ 5

The duration of the Foundation is unlimited.

§ 6

The minister responsible for the purposes of the Foundation is the Minister responsible for Health.


Chapter II
Goals of the Foundation

§ 7

Goals of the Foundation are:
1. promoting the idea of ​​public health,
2. supporting activities aimed at improving the health and public health
3. promotion of healthy lifestyles,
4. protection and promotion of health.
5. supporting activities to promote health,
6. initiate and support measures to improve the level of education of citizens
7. promoting physical exercise,
8. prevention of unemployment,
9. acting on behalf of people with disabilities,
10. actions for the promotion and organization of civil society and volunteerism
11. social assistance, including assistance to families and individuals who are in difficult life situations
12. prevention of disability and recovery of psychophysical efficiency
13. preventing the expansion of the social isolation of people with disabilities and those at risk of social exclusion (in particular the unemployed and people in depression)


Chapter III
Foundation's statutory activity

§ 8

Foundation's statutory activity may be conducted as an activity free of charge or as a paid activity within the meaning of the Act of 24 April 2003 on public benefit activity and volunteerism.

§ 9

The Foundation pursues its goals through:
1. initiation, support, promotion and implementation of activities that serves for the purposes of the Foundation’s objectives.
2. educational and informational initiatives, publishing, sports and recreation, cultural activities, promoting healthy lifestyles (i.e. by organizing trainings, conferences, workshops, courses, panel discussions and other meetings)
3. implementing programs to prevent disability and expansion of social isolation of people with disabilities and those at risk of social exclusion (unemployed, depressed, etc.)
4. setting-up and running the centers for the implementation of the statutory tasks of the Foundation,
5. advocating the interests of individuals and groups involved in medicine,
6. providing advisory in the form of independent civil service
7. cooperation with institutions and organizations, including the local government authorities, governmental and nongovernmental organizations, educational and scientific institutions, media and individuals that are carrying out tasks of the same or similar character, to promote projects relating to the development and popularization of the Foundation's objectives.
8. obtaining of financial resources and assets, in order to carry out statutory tasks.

§ 10

To achieve its goals, the Foundation may support the activities of other legal entities and individuals, if such activity is consistent with the goals of the Foundation.


Chapter IV
The assets and income of the Foundation

§ 11

The initial fund of the Foundation is 15,000.00 PLN (fifteen thousand złotych) of which 14,000.00 PLN (fourteen thousand złotych) Founders allocate to achieve the objectives of the Foundation, and the amount of 1,000.00 PLN (one thousand złotych) to economic activities.

§ 12

The Foundation's income may come in particular from the following sources:

1. grants from legal entities,
2. donations, inheritances, subscriptions
3. income from promotional activities, collections and public events.
4. income from the Foundation’s assets,
5. income from shares held in commercial companies,
6. income from interest on funds held in bank’s and investments’ accounts,
7. income from investments in securities and other forms of investments in the scope of economic activity that is run by Foundation,
8. income from economic activities of the Foundation.

§ 13

1. The revenue of the Foundation will be allocated to achieve the objectives of the Foundation.
2. If the Foundation is to inherit the Foundation Board makes a declaration of acceptance of the inheritance as a whole, only if at the time of this statement is not disputed that the assets of inheritance is much higher than the inheritance’s debts.


Chapter V
Economic activity

§ 14

The Foundation may conduct economic activity in an extent to achieve the statutory objectives in the following areas:
1. scientific research and development work,
2. health care,
3. Other activities in the field of health care,
4. advertising, market research and public opinion research
5. Other professional, scientific and technical activities
6. activities related to software, consultancy related to computer science and other related activities,
7. services in the field of information,
8. management consultancy,
9. books’ and periodicals’ publication and other publication activities with the exception of software,
10. publishing,
11. publishing of computer games,
12. activities related to the production of films, videos, television programs, sound and music recording,
13. data processing, website management,
14. scientific research and development work in the field of other natural sciences and technological sciences,
15. scientific research and development work in the field of social, medical and humanistic sciences.
16. activities related to the organization of fairs, exhibitions and congresses.
17. forms of education not related to schools,
18. activities supporting education,
19. retail trade,
20. wholesale on order,
21. retail sale of medical equipment and medical devices
22. services activities related to food,
23. retail sale of other food carried over in specialized stores,
24. retail sale of cultural and recreation goods via outlets booth and marketplaces.
25. retail sale via outlets booth and marketplaces.
26. retail sale not in stores, outlets booth and marketplaces
27. activities related to the real estate market,
28. activities related to employment
29. accommodation,
30. social services with accommodation,
31. social services without accommodation for the elderly and disabled,
32. other social services without accommodation
33. creative activities related to arts and entertainment,
34. sport activity,
35. sports, entertainment and recreation activity
36. activities of travel agencies, tour operator and other reservation service and related activities,
37. activities of libraries, archives, museums and other culture related activities.
38. Activities of other membership organizations.


Chapter VI
The authorities and organization of the Foundation

§ 15

The authorities of the Foundation are:
1. Founders,
2. The Council of the Foundation,
3. The Board of the Foundation.

§ 16

1. Founders are the organ that is forming and approving the main lines of action of the Foundation.
2. Founders decisions are taken in the form of resolutions that are binding for all other organs of the Foundation, ie. the Council of Foundation and the Board of Foundation.
3. Founders may change the purpose of the Foundation, by resolution passed by a simple majority vote.
4. Founders may appoint and dismiss the Board and the Council members, as well as change the composition of these bodies, by resolution passed by a simple majority vote.
5. Founders may amend the Constitution of the Foundation, and also decide on merger of the Foundation with another foundation with similar statutory objectives, by a resolution adopted by a simple majority.

§ 17

1. The Foundation Council is a collective body consisting of a minimum of 3 and a maximum of 9 people.
2. The number of members of the Council is decided by the Founders.
3. The members of the Council are appointed by the Founders in the way of a resolution for a five year term.
4. The Foundation Council shall elect from among its members the Chairman and Vice-Chairman of the Foundation Council.
5. Members of the Council:
5.1 may not be members of the Board,
5.2 they cannot be convicted of an offense of willful misconduct,
5.3 may receive only the reimbursement of reasonable costs of participation in meetings of the Council, for performing as a member of the Board of Trustees.
6. The tasks of the Foundation Council include:
6.1 submitting applications related to the Foundation’s activities.
6.2 opinions on annual and long-term programs of the Foundation.
6.3 expressing opinions on matters submitted to it by the Founders and the Board,
6.4 issuing opinions at the request of the Founders related to an annual reports on the activities of the Foundation.
7. Mandate of the Council member's expires:
7.1 in case of the expiry of the term of office,
7.2 Upon delivery of the Founders’ notice of revocation from the Foundation Council,
7.3 upon placement of the resignation form to the Founders,
7.4 upon the death of a member of the Council.

§ 18

Membership in the Council of the Foundation is to honorary and for this reason is not entitled to remuneration. The Foundation Board, with the prior consent of the Founders, may, however, grant reimbursement of necessary expenses incurred by the members of the Council in carrying out activities of the Foundation.

§ 19

1. The Foundation Council meet at least once a year, convened by the Chairman of the Council or by the Founders.
2. The Foundation Council shall meet if it deems it is appropriate, and also at the request of the Board.

§ 20

1. The Foundation Council takes decisions in the form of resolutions by a simple majority of votes of at least half of the Council. In case of equal number of votes, the vote of Chairman of the Council decides.
2. Resolutions of the Council may also be taken in writing or using means of direct remote communication.
3. A resolution passed with the use of the method described in paragraph nr 2, is valid if all the members of the Foundation Council have been notified of the draft resolution.

§ 21

1. The Foundation Council may establish rules of its operation.
2. Members of the Board may participate in the meeting of the Council, with an advice-giving vote.

§ 22

1. The Board of the Foundation consists of one to three members appointed and dismissed by the Founders.
2. One of the members of the Board is the President of the Board. In the case of single Board of the Foundation, the only member of the Board shall have the powers of the President.
3. Member of the Board is appointed by the Founders for an indefinite period.
4. The term of a member of the Board shall expire upon appeal by the Founders, upon resignation or upon the death of a member of the Board.
5. To make declarations of will on behalf of the Foundation, the President of the Board of the Foundation is authorized to do it independently. In the case of multiple membership of the Board, two members of the Board may also together represent the Foundation (joint representation).

§ 23

1. The duties of the Board include:
1.1 managing the ongoing activities of the Foundation and representing it outside,
1.2 administering and managing the assets of the Foundation,
1.3 preparation of annual action programs of the Foundation,
1.4 preparation of annual reports on the activities of the Foundation and present them to the Founders, before the submission of the relevant minister.
1.5 reporting to the Founders with an applications in such matters where Founders’ consent is required.
2. In the case of multiple membership of the Board of the Foundation, the Foundation Board resolutions are adopted by a simple majority of votes, taken in the presence of at least two members of the Board. In case of equal number of votes, the vote of the President of the Board decides.
3. Resolutions of the Board may be taken at a meeting or without holding a meeting, if all members of the Board agree to it. Resolutions of the Board may also be taken by means of direct communication at a distance.
4. A resolution adopted by one of the modes specified in paragraph nr 3, is valid if all the members of the Board have been notified of the draft resolution.

§ 24

The following steps need to be taken by a unanimous resolution of the Board of the Foundation:
1. Borrowing by the Foundation of liabilities in excess of one-off amount of 50,000 PLN (fifty thousand złotych).
2. Entering into contracts of employment with the staff of the Foundation.

§ 25

To take the following actions requires the prior consent of the Founders given to the Board:
1. the sale, hire, lease or any encumbrance or commitment to any natural or legal person to use the assets of the Foundation,
2. any sale or purchase by the Foundation's assets with a value exceeding 50,000 PLN (fifty thousand złotych),
3. the acquisition of any real estate in any legal form,
4. the purchase and/or acquisition of shares or otherwise participate in other legal entities and companies,
5. borrowing by the Foundation of liabilities in excess of one-off amount of 50,000 PLN (fifty thousand złotych) as well as entering into long-term contracts of which value exceeds a/m amount.



Chapter VII
Final Provisions

§ 26

1. If the case of reaching the goals for which the Foundation was set up or run out of funds and assets of the Foundation, the Foundation is subject to liquidation.
2. The Founders take the decision to liquidate the Foundation, after consulting the Board.

§ 27

1. Founders appoint liquidator of the Foundation.
2. The duties of the liquidator include:
2.1 submitting the application to the competent court of registration to enter the opening of the liquidation,
2.2 preparing the opening balance of the liquidation and the letter of creditors,
2.3 call the Foundation's creditors to submit their claims within 3 months from the date of publication.
2.4 to retrieve receivables and meet the obligations of the Foundation,
2.5 cashing the Foundation's assets remaining after satisfaction of creditors by selling all or part of the assets in the mode of tenders.
3. Capital in the form of cash remaining after liquidation of the Foundation, shall be transmitted to institutions, that have their purpose of the action, similar to the Foundation.