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The statute of the Legion Group Foundation
§1
Foundation under the name "LEGION GROUP Foundation", hereinafter referred to as the Foundation, established by Jacek Mazurczyk, born on November 19, 1977, in Piotrków Trybunalski, residing at ul. Zamoście 46A, 97-400 Bełchatów, PESEL: 77111915877, holder of an identity card CHW137598, hereinafter referred to as the Founder, notarial deed on the Repertory drawn up by a notary public pursuant to the provisions of the Act of April 6, 1984 on foundations (Journal of Laws 2015, item 1339), the Act of April 24, 2003 on Public Benefit and Volunteer Work (Journal of Laws of 2019, item 2020)
§2
The Foundation has legal personality.
§3
The Foundation’s area of activity is the territory of the Republic of Poland, and it may also operate outside the territory of the Republic of Poland.
The seat of the Foundation is the city of BEŁCHATÓW.
§4
Foundation:
may establish permanent or temporary local offices, branches as well as representative offices outside the territory of the Republic of Poland,
may conduct business at home and abroad only in the sizes that serve the implementation of statutory objectives, i.e. for socially useful activities conducted by him in the sphere of public tasks,
does not work for profit; the generated income will be allocated to the implementation of statutory objectives,
conducts financial management and accounting records in accordance with applicable regulations,
is responsible for its obligations with all its assets.
The statutory activity of the Foundation may be conducted as a paid activity or as a paid activity within the meaning of the Act on Public Benefit Activity. Both these forms of activity will be accounted for separately to the extent that it will be possible to determine revenues, costs and results, taking into account the accounting regulations.
§5
Duration of the Foundation - for an unlimited period.
§6
State supervision over the activities of the Foundation - due to its goals - is exercised by the Minister of National Education.
Regardless of state supervision, the Founder exercises supervision over the Foundation’s activities.
§7
The Foundation may establish awards and distinctions to natural and legal persons of merit for the Foundation.
§8
The goals of the Foundation are to undertake and conduct activities of public benefit and to support initiatives for:
a) creating equal opportunities for professional, intellectual and cultural development for all citizens, especially through financial and material assistance for children and youth from rural areas, or orphanages,
c) science, higher education, education, education and upbringing,
d) supporting physical culture and recreation.
§9
The Foundation achieves the indicated goals by:
financial and material assistance,
organizing and financing sports, recreational and cultural events,
cooperation with orphanages,
conducting training and information campaigns.
§10
The Foundation conducts, inter alia, socially useful activities in the sphere of public tasks specified in the Act on Public Benefit and Volunteer Work.
In order to achieve the Foundation’s goals, it may run a business independently or in cooperation with other entities in the country and abroad, in accordance with applicable regulations, only as an additional activity to public benefit activities.
The Foundation’s business activities may include activities in the scope specified in PKD as: 80.10.Z, 46.63.Z, 46.73.Z, 46.90.Z, 49.41.Z, 49.42.Z, 56.21.Z, 56.29.Z, 80.20.Z, 80.30.Z, 81.10.Z, 81.21.Z, 81.22.Z, 81.29.Z
All income from economic activity will be allocated to the statutory activity of the Foundation.
The Management Board allocates the amount of PLN 25,000.00 (say: twenty five hundred zlotys 00/100) for business activities, coming from a donation made by the Founder.
The Foundation conducts business activity directly or through separate plants. The plants are separated on the basis of self-financing according to their own resources. The establishments are organizational units of the Foundation and are subordinate to its Management Board. The decision to establish a facility and appoint and dismiss its manager is made by the Foundation’s Management Board. The decision to liquidate the plant is made by the Foundation’s Management Board, which appoints the liquidators and supervises their activities.
The business activities conducted directly by the Foundation are organized and managed by the Foundation’s Management Board.
The scope of the plant’s operation and the detailed scope of powers and duties of the plant manager shall be specified in the organizational regulations of the plant, adopted by the Foundation’s Board.
The Foundation conducts financial management and accounting records in accordance with the regulations applicable to legal persons.
§11
The assets of the Foundation include its initial capital as well as financial resources, real estate and movables acquired by the Foundation in the course of its operation.
The initial capital consists of, in accordance with the notarial deed establishing the Foundation, the fundsand financial services in the amount of PLN 25,000.00 (in words: twenty five thousand zlotys 00/100).
§12
The Foundation’s income may come in particular from:
a) donations, inheritance, bequests,
b) grants and subsidies,
c) income from collections and public events, from the Foundation’s property and its business,
d) European Union funds,
e) conducting paid public benefit activities.
§13
The Foundation’s financial resources may be invested, inter alia, in bank accounts, in the form of deposits and bonds, shares, units of investment funds, real estate.
It is permissible to sell individual components of the Foundation’s assets, but the funds obtained on this account will be allocated in the manner specified in point 1, and the sale of these components is economically justified.
Par. 14
1. It is forbidden to:
a) granting loans or securing liabilities with the Foundation’s assets in relation to members of bodies or employees and persons with whom the employees are married or in a relationship of kinship or affinity in a straight line, kinship or affinity up to the second degree or are related to adoption, care or guardianship, hereinafter referred to as "relatives",
b) transferring the assets of the Foundation 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) using the assets of the Foundation for the benefit of members, 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,
d) purchase of goods or services from entities in which members of its bodies or employees and their relatives participate on terms other than in relation to third parties or at prices higher than market prices.
§15
Income from the foundation’s assets is intended only for the implementation of the statutory objectives and covering the costs of the necessary activities of the Foundation.
Income from the economic activity conducted by the Foundation will be entirely allocated to the implementation of its statutory goals.
§16
The financial year of the Foundation is the calendar year.
§17
The Foundation’s authorities are:
a) Founder
b) the Foundation Council
c) The Management Board of the Foundation
Members of the Foundation Council do not receive remuneration for participation in the works of the Council, except for the reimbursement of documented expenses related to participation in the works of the Council, including travel costs.
§18
The Founder, being the highest body of the Foundation, makes decisions in matters reserved to his competence by the provisions of this Statute, in particular, he changes the Statute of the Foundation and decides on its liquidation.
§19
The Foundation Council is the decision-making, control and opinion-making body of the Foundation.
The Foundation Council consists of 3 to 4 members.
Members of the Foundation Council are appointed and dismissed by the Founder.
Membership in the Foundation Council shall cease in the event of a written resignation from membership, death of a member of the Council, deprivation of public rights, total or partial loss of legal capacity or dismissal. The moment of termination of membership in the Council is the moment of resignation to the Founder, the Founder’s taking a written decision to dismiss, the date of validation of a court ruling on deprivation of public rights or partial or total incapacitation of a Council member.
A member of the Council may be dismissed in the event of:
a) a disease that causes a permanent inability to perform a function,
b) improper performance of the function performed,
c) material breach of the provisions of the Foundation’s Statute,
d) loss of the Founder’s trust.
Membership in the Foundation Council may not be combined with performance of a function with the Foundation’s Management Board or with an employment relationship with the Foundation.
Foundation Council Members:
a) may not be related, related to marriage, remain in service, marriage or cohabit with members of the management board,
b) cannot be convicted by a final judgment for an intentional crime prosecuted by public indictment or a tax offense.
Before appointing members of the Foundation Council, the Founder will collect from the candidates declarations about the fulfillment of the requirements set out in point a and b and after appointment of the members of the Foundation Council, it will forward their statements to the Foundation’s Management Board.
If a member of the Foundation’s Council is appointed, with his consent, to the Foundation’s Management Board or an employment relationship is established by a member of the Foundation’s Council with the Foundation or an organizational unit of the Foundation - such person’s membership in the Foundation’s Council is suspended, respectively, for the duration of the function or the duration of the employment relationship.
The Council elects from among its members the Chairman of the Council and the Vice-Chairman of the Council. The Chairman of the Council manages the work of the Council and represents it at zinside and convenes and chairs Council meetings.
The detailed mode of operation of the Foundation Council is specified in the "Regulations of the Foundation Council" established by the Foundation Council.
§twenty
The Foundation Council debates at meetings convened according to the current needs.
The Foundation Council is convened by the Chairman of the Council on his own initiative or at the request of the Management Board or the Founder, submitted in writing.
The Foundation Council makes decisions in the form of resolutions - by a simple majority of votes; in the event of an equal number of votes, the Chairman has the casting vote.
§21
The tasks of the Council include in particular:
concluding employment contracts with members of the Management Board and determining their remuneration;
assessment of the work of the Management Board and granting a vote of approval to members of the Management Board, as well as approval of financial statements and reports on the Foundation’s activities;
controlling the current activities of the Foundation’s management board;
setting the main directions and supervision over the Foundation’s activities;
deciding on the establishment and liquidation of local offices, branches and representative offices;
giving opinions on draft amendments to the Statute presented by the Founder or the Management Board;
taking a position on matters presented by the Foundation’s Management Board;
selection of a statutory auditor;
approving the Regulations of the Management Board;
expressing consent to incurring financial liabilities by the Management Board or disposing of the Foundation’s property contributions with a value exceeding PLN 100,000 (one hundred thousand zlotys)
adopting and changing the Regulations of the Foundation Council and approving the Regulations of the Foundation’s Management Board and its amendments proposed by the Management Board,
adopting resolutions on the merger or liquidation of the Foundation, and on the establishment of a branch of the Foundation, with the prior consent of the Founder,
determining the remuneration of the Foundation’s Management Board and guidelines as to the amount of remuneration of the Foundation’s employees and other persons cooperating with the Foundation on the basis of civil law contracts,
expressing opinions on matters submitted to it by the Management Board.
§22
In order to perform its tasks, the Foundation Council is entitled to:
a) require the Foundation’s Management Board to present all documents relating to the Foundation’s activities;
b) audit the assets and financial control of the Foundation.
§23
The Management Board of the Foundation is the body that runs the Foundation’s day-to-day activities and represents it outside.
The Management Board consists of 1 to 3 members appointed and dismissed by the Founder for a 4-year term. Jacek Mazurczyk, born on November 19, 1977 in Piotrków Trybunalski, under PESEL 77111915877, is appointed to the first Board.
The function of a member of the Management Board may be performed for more than one term.
The founder may appoint a member of the Management Board during the term of office of the Management Board, for the period until its end.
The organizational structure of the Foundation is determined by the Management Board.
The Management Board of the Foundation may be dismissed by the Founder at any time.
After the end of the term of office, the existing Management Board shall fulfill its duties until the Foundation’s Management Board is appointed for a new term.
A member of the Management Board may not be convicted by a valid sentence for an intentional offense under public indictment or a tax offense.
The founder may be part of the Foundation’s Management Board.
§24
The Management Board manages the Foundation’s activities and represents it outside.
The tasks of the Management Board include in particular:
a) adopting the Foundation’s annual action plans and financial plans,
b) managing the Foundation’s assets, managing property matters in accordance with the principles of proper economy and in order to achieve the Foundation’s goals,
c) determining the amount of employment and the amount of funds for remuneration of employees of the Foundation,
d) accepting donations, inheritance and bequests, subsidies and grants,
e) proposing amendments to the Articles of Association,
f) the Foundation Board ensures working conditions for the Foundation Council,
g) making decisions in matters not reserved for the competence of another authority.
The Management Board makes decisions at meetings.
Every year, the Management Board is obliged to submit to the Foundation Council a Financial Report and a Report on the Foundation’s activities.
§25
Declarations of will on behalf of the Foundation are made by the Management Board. In the case of a management board consisting of more than 1 person, at least two members of the management board must cooperate in order to submit a declaration effectively.
Changes to the statute are made by the Founder on his own initiative or at the request of the Management Board, after obtaining the opinion of the Foundation Council.
The Foundation shall be liquidated when the goals for which it was established are achieved or when its financial resources and property are exhausted.
§26
Every year, by March 31, the Foundation submits to the competent minister a report on its activities for the previous year.
§27
The statute comes into force on the day the Foundation is registered by the Court.