General Provisions

§ 1 

1.The Foundation under the name of “Fundacja Europa Razem” (Europe Together Foundation), hereinafter referred to as the “Foundation”, was established by a Notarial Deed, Repertory A No. 2838/2022 before Stanisław Kozak, Notary Public, head of the Notary Office at 61 Aleja Jana Pawła II, apartment 4, in Warsaw on 11 March 2022.

2.The Founder of the Foundation is Michał Zieliński.

3.The Foundation operates in accordance with the Act of 6 April 1984 on foundations, the Act of 24 April 2003 on Public Benefit and Volunteer Work, and these Statutes. 

 § 2

1.Warsaw, the capital city of Poland, is the seat of the Foundation.

2.The Foundation's area of activity is the area of the Republic of Poland. In order to achieve its statutory objectives, the Foundation may operate in other countries with respect for their laws.

3.The Foundation's period of operations is unlimited.

4.The Foundation is a legal entity.

5.The relevant minister for the predominant statutory objectives of the Foundation is the Minister of Family and Social Policy. 

§ 3

1.The name of the Foundation is Fundacja Europa Razem.

2.The Foundation may have its own celebration day, established or changed by the Governing Board.

3.The Foundation may use the symbols of the Foundation and use its graphic symbol (logo); the designs of which are established or changed by the Governing Board.

4.The Foundation may establish badges, medals of honor, prizes and awards, whose design and manner of granting are determined or amended by the Governing Board, and award them to natural and legal persons who have distinguished themselves in the pursuit of the statutory objectives pursued by the Foundation or for the Foundation itself.

5.The name of the Foundation, its logo and symbols, including badges, medals of honor, awards and distinctions mentioned in Clauses 3 and 4 of this Section, are registered intellectual property of the Foundation and thus are protected by law.

6.The Foundation may use the name translated into a foreign language in other countries.

Objectives and Principles of Activities of the Foundation

§ 4 

The objective of the Foundation is supporting people affected by war, humanitarian disasters and other circumstances impairing their normal functioning, including in particular:

a)humanitarian aid to victims of war and armed conflict,

b)supporting persons forced to flee their country and settle in a new location,

c)assistance to the people in need and their families in crisis situations, in particular victims of war,

d)supporting individuals/people and families who have decided to help victims of war in their daily functioning,

e)building awareness for the protection and promotion of health of people affected by war and armed conflict,

f)counteracting social pathologies,

g)prevention of social exclusion of people affected by the crises,

h)supporting people forced to flee their country in difficult life situations and aiding them to function in their professions and in society,

i)preventing and counteracting social problems such as racial and ethnic discrimination,

j)supporting and promoting social and professional activation in the implementation of the statutory objectives of the Foundation,

k)supporting organizations whose aims and activities are similar to the statutory objectives of the Foundation,

l)integration of communities from different cultures,

m)promoting attitudes based on mutual tolerance, dialogue and respect between people from different nations, cultures and religions,

n)promoting values of fairness and mutual understanding between people affected by crisis situations,

o)supporting exceptionally gifted persons in discovering and developing their talents,

p)promoting and organizing voluntary work,

q)promotion of charitable work. 

§ 5

1.The Foundation pursues its objectives by conducting paid and unpaid public benefit work.

2.The Foundation fulfills its statutory objectives, including by:

a)raising funds needed to achieve statutory objectives,

b)organizing and supporting educational initiatives and programs,

c)contacting persons in need of the Foundation's support, including victims of war and armed conflict,

d)providing asylum to persons forced to leave their country due to a situation of emergency, armed conflict or war, including the transportation of such persons to a safe destination,

e)providing the Foundation's protégés (persons under Foundation's care) with safe temporary homes,

f)organizing debates, conferences, lectures, seminars, training courses and other events of a similar nature in order to realize the statutory objectives of the Foundation,

g)creating pro-health and pro-education programs to support the Foundation's work,

h)supporting the Foundation's protégés and the individuals/people and families who have decided to help them with fulfilling the responsibilities and needs of everyday life,

i)organizing sports, recreational and integration events for the Foundation's protégés and interested persons,

j)providing food, accommodation and a safe temporary or permanent place to stay for the Foundation's protégés,

k)cooperation with centers whose operations are similar to those of the Foundation, and participation in Polish and international projects and events,

l)cooperation with state and local government institutions, non-governmental organizations, in particular associations and foundations, as well as individuals acting within the scope of the statutory objectives of the Foundation,

m)organizing training and language courses for the Foundation's protégés,

n)activity in social media, maintaining topical blogs,

o)publishing print publications,

p)organizing camps and trips for children and youth in order to integrate them and to promote attitudes and behaviors that are of particular value to the Foundation,

q)awarding scholarships, grants and prizes,

r)conducting and promoting volunteer and charity work. 

§ 6

1.In order to achieve its objectives, the Foundation may support the activities of other natural and legal persons and institutions consistent with its objectives.

2.The Foundation may support other foundations and associations whose objectives are consistent with the objectives of the Foundation.

Assets and Income of the Foundation

§ 7 

The assets of the Foundation consist of:

1.Founder Fund, which is the amount of PLN 2.100 (two thousand one hundred zlotys) contributed by the Founder, of which the amount of PLN 1.000 (one thousand zlotys) will be used for business operations of the Foundation.

2.Funds and property acquired in the course of the Foundation's operations.

3.Funds acquired by the Foundation in other ways, in particular coming from:

a)donations, inheritances, bequests,

b)endowments, grants, and subsidies,

c)collections, tuition, crowdfunding, fundraising and patronage,

d)property rights, movable and immovable property of the Foundation,

e)business operations,

f)European Union funds,

g)funds provided by state and local government entities,

h)Founder's contributions,

i)income from deposits on bank accounts, capital deposits, securities and interest on loans granted.

4.The Founder may create internal funds, transfer part or all of the income to these funds, name them and indicate the objectives associated with the statutory objectives, for the implementation of which the funds are collected. The rules for the operation of the fund shall be defined by the Founder.  

§ 8

It is prohibited to:

a)grant loans or provide security for liabilities with the Foundation's assets to its members, Board Members or employees, as well as to persons whom the members, board members or employees of the organization are married to, are in cohabitation with, or with whom any of the relationships occur: parentage, affinity, collateral relation, or who are related by adoption, guardianship or custody, hereinafter referred to as “close relatives”,

b)transfer the assets of the Foundation for the benefit of its members, members of its bodies or employees and their close relatives, on terms other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,

c)use the assets of the Foundation for the benefit of members, board members or employees and their close relatives on principles other than in relation to third parties, unless this use results directly from a statutory objective,

d)purchase goods or services from entities in which members of the Foundation, members of its bodies or employees and their close relatives participate, on principles other than in relation to third parties or at prices higher than market rates.

Business Activity

§ 9 

1.The Foundation for the purpose of achieving its statutory objectives, may conduct business in the country and abroad.

2.The entire income obtained in the course of conducting business by the Foundation shall be allocated to the achievement of its statutory objectives.

3.The scope of business activity by the Foundation shall be determined by the Chairperson of the Governing Board.

Bodies of the Foundation
§ 10

The bodies of the Foundation are:

a)Foundation's Governing Board,

b)the Audit Committee, if the Foundation chooses to appoint one,

c)the Friends of the Foundation as an advisory body, if the Foundation chooses to appoint one. 

Foundation's Governing Board
§ 11

1.The Governing Board directs the activities of the Foundation and represents it to the world.

2.The tasks of the Board include, in particular:

a)adopting bylaws,

b)adopting agendas and making plans to achieve objectives,

c)managing the assets of the Foundation,

d)allocation of the Foundation's resources to achieve its various objectives,

e)drafting and issuing resolutions on matters of the Foundation

f)determining staffing levels and funding for employee compensation,

g)accepting donations, inheritances and bequests, as well as subsidies and grants,

h)making decisions on matters concerning the operation and implementation of statutory objectives,

i)organizing collections,

j)implementing the statutory objectives of the Foundation,

k)other matters determined by the Statutes of the Foundation.

3.The governing Board consists of at least one person.

4.The Board shall be headed by the Chairperson of the Board.

5.The initial Board shall be appointed by the Founder – the Founder shall also indicate the functions of the initial Board Members. Further Board Members shall be appointed and dismissed by the Chairperson of the Board by way of resolution – the Chairperson of the Board shall also indicate their functions.

6.Board Members may receive remuneration for performing their functions. The remuneration of Board Members shall be determined by the Board itself.

7.Board Members are appointed for an indefinite period of time and may be dismissed at any time.

8.A Board Member may resign from his/her function at any time. A written resignation should be submitted by the Board Member to the Chairperson of the Board.

9.A person convicted of an intentional crime prosecuted by public indictment or a tax offence may not become a Board Member.

Audit Committee
§ 12

1.The Foundation may establish an internal controlling body – the Audit Committee.

2.The members of the Audit Committee are appointed by the Governing Board.

3.Audit Committee's responsibilities include:

a)supervision over the financial management of the Foundation,

b)controlling the resolutions passed by the Governing Board as regards their compliance with the Statutes and controlling the execution of own resolutions passed by the Board,

c)giving an opinion on the directions and plans for statutory activities adopted for a given year by the Board, and on other matters submitted by the Board to the Audit Committee for an opinion,

d)putting forward motions to the Board regarding the operations of the Foundation.

4.A member of the Audit Committee may be a person who is not a member of the governing body (the Board), nor in a relationship of marriage, cohabitation, kinship, affinity or a professional supervisor-subordinate relationship with the Board Member.

5.A person convicted of an intentional crime prosecuted by public indictment or a tax offence may not become a member of the Audit Committee.

6.Members of the Audit Committee may receive, for the performance of their duties, reimbursement of reasonable expenses or remuneration in an amount not exceeding the average monthly salary in the enterprise sector. 

Foundation's Advisory Board
§ 13

1.The Foundation may establish an advisory body – the Advisory Board,
2.The members of the Advisory Board are appointed by the Foundation's Board.

3.Persons possessing expertise in the field necessary to achieve the objectives and current operations of the Foundation may become Members of the Foundation's Advisory Board. 

Friends of the Foundation
§ 14

1.The Foundation's Board may establish an advisory body – Friends of the Foundation.

2.Members of the Friends of the Foundation are appointed and dismissed by the Board.

3.The tasks of the Group of Friends of the Foundation is to support the Foundation in the implementation of its statutory objectives, including in particular:

a)giving its opinion on the work of the Foundation and submitting proposals aimed at improving the implementation of its statutory objectives,

b)other duties indicated by the Board by way of resolution.

4.Meetings of the Friends of the Foundation are convened by the Board.

5.A Member of the Foundation Circle of Friends is subject to immediate dismissal for acting to the detriment of the Foundation. The decision on immediate dismissal of a Member of the Friends of the Foundation is made by the Board through a resolution. 

Representation of Interests
§ 15

1.Statements on behalf of the Foundation are made individually by the Chairperson of the Board, or a Board Member together with the Chairperson.

2.The function of the Workplace Manager, as defined in the Labor Code, shall be performed by the Chairperson of the Board.

3.In contracts concluded between the Foundation and Board Members, the Foundation is represented by the remaining Board Members.

4.In order to take certain actions the Board may appoint a proxy. 

§ 16

In the event of the death of the Chairperson of the Board, the Board Members shall elect by resolution a new Chairperson of the Board.

Amendments to the Statutes

§ 17 

1.The decision to amend the Statute, merger with another Foundation and to dissolve the Foundation is made by the Chairperson of the Board.

2.The scope of amendments to the Statutes of the Foundation shall be determined by the Chairperson of the Board.

Dissolution of the Foundation

§ 18 

1.The Foundation shall be dissolved in the event of achieving its statutory objectives or in the event of exhaustion of its financial resources and assets.

2.Adopting a resolution to dissolve the Foundation, the Chairperson of the Board shall appoint a Liquidator of the Foundation.

3.During the liquidation period the Foundation is managed and represented by the Liquidator. 4. It shall be the duty of the Liquidator to start and conduct the process of dissolution of the Foundation.

§ 19

The assets of the Foundation remaining after its winding up may be allocated by resolution of the Liquidator to other operating foundations with similar objectives.