CONSOLIDATED TEXT

TAKING INTO ACCOUNT AMENDMENTS TO THE STATUTE ADOPTED BY THE FOUNDERS

16.11.2018

Statute of the „Come” Foundation

Preamble

The mission of the foundation is the call: Show people how good God is. We want the activities of the foundation to meet human needs. We want to fulfill this call in different ways, so that the goodness of our Lord - Jesus Christ could be seen.

Chapter I.

General provisions

§ 1.

"Come" Foundation, hereinafter referred to as Foundation, was established by Ludmiła Głowacka, Marek Oczkowski, hereinafter referred to as founders, by deed prepared by notary Andrzej Mazur in notary's office at Podgórski Square No. 12/20 in Cracow,
26.10.2018, after Repertory A No. 7 413/2018.

The Foundation operates in accordance with the provisions of the Act of 24 April 2003 on public benefit activity and volunteerism (Dz. U. Nr 96, poz. 873 as amended), the provisions of the Act on Foundations of April 6, 1984 and the provisions of these statutes.

§ 2.

The Foundation is a legal entity.

§ 3.

  1. The seat of the foundation is the Cracow city.
  2. The area of the Foundation's activity is the Republic of Poland, with particular emphasis on Cracow and the Lesser Poland. To the extent necessary for the proper implementation of its objectives, the Foundation may also operate outside the borders of the Republic of Poland.
  3. The Foundation may, for the purposes of cooperation with foreign countries, use a translation of its name in selected foreign languages.
  4. The duration of the Foundation is undetermined.
  5. The Foundation may, in accordance with the relevant regulations, create other entities, including companies, or representative offices, as well as join other entities, in particular associations of non-governmental organizations, both in the country and abroad.

§ 4.

The Foundation may establish badges, medals and honorary diplomas and grant them, together with other prizes and awards, to natural and legal persons as well as organizational units without legal personality meritorious to the Foundation.

Chapter II.

The objectives, principles and methods of operation of the Foundation

§ 5.

The objectives of the Foundation are tasks in the sphere of public tasks in the field of:

  1. professional activation and social integration of people at risk of social exclusion, including disabled persons, through professional and social reintegration or professional and social rehabilitation of these persons;
  2. promotion of employment and professional activation of people who are unemployed and threatened with dismissal;
  3. activities for people with disabilities;
  4. social assistance, including assistance to families and individuals in difficult life situations and equalizing opportunities for these families and individuals;
  5. charitable activities and supporting philanthropy;
  6. activities supporting the development of local communities;
  7. maintaining and disseminating national tradition, cultivating Polish identity and developing national, civic and cultural awareness;;
  8. science, higher education, elementary education and upbringing;
  9. culture, art, protection of cultural goods and national heritage;
  10. activities promoting European integration and developing contacts and cooperation between societies;
  11. promotion of the Republic of Poland abroad;
  12. activities for the benefit of family, maternity, parenthood, dissemination and protection of children's rights;
  13. activities for children and youth, including recreation for children and youth;
  14. activities for people 50+ and of retirement age;
  15. health protection and promotion;
  16. counteracting addictions and social pathologies;
  17. assistance to victims of disasters, natural calamities, armed conflicts and wars at home and abroad;
  18. activities supporting economic development, including development of entrepreneurship;
  19. promotion and dissemination of physical culture;
  20. tourism and sightseeing;
  21. dissemination and protection of freedom and human rights and civil liberties, as well as activities supporting the development of democracy;
  22. promotion and organization of volunteering;
  23. assistance to Polonia and Poles abroad;
  24. activity for non-governmental organizations and the entities mentioned in art.3 section 3 of the act on public benefit activity and volunteerism, in the scope described in this paragraph points 1-23.

§ 6.

The Foundation shall pursue its objectives in particular through:

  1. Carrying out professional and social reintegration of people at risk of social exclusion and promotion of these activities;
  2. Cooperation with other bodies of state administration and local government, other organizations and domestic and foreign institutions with convergent activities;
  3. Publishing activities, including: publishing of publications and magazines, activities related to translation from foreign languages;
  4. Extracurricular forms of education and activities supporting education;
  5. Organization of conferences, seminars, lectures, meetings, workshops, trainings, activities developing skills and potential, other types of activities for children, youth and adults;
  6. Diagnostic, counseling, therapy and guidance services;
  7. Creative, cultural and entertainment activities;
  8. Implementation of prevention, information or promotion programs, activities and campaigns;
  9. Cooperation with research and scientific centers, universities and educational institutions;
  10. Organizing public collections and charity events;
  11. Support of people in need with minor repairs, installations, renovations.
  1. The Foundation's activities may be conducted as public benefit activities, both unpaid and paid; the decision on which activities are conducted as paid or unpaid public benefit activities is taken by the Board in the form of a resolution.
  2. In order to achieve its objectives, the Foundation may support the activities of other persons and institutions convergent with its objectives, as well as undertake activities other than those mentioned in § 6 (1) of the Statutes.

§ 7.

1. The Foundation may conduct business activities in the following areas:

1) PKD (Polska Klasyfikacja Działalności - Polish Activity Classification) 16.29.Z    Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials.

2) PKD 18.12.Z Other printing.

3) PKD 18.13.Z     Service activities related to the preparation of printing

4) PKD 58.19.Z   Other printing activity

5) PKD 84.12.Z     Management of activities related to health, education, culture and other social services, excluding social security

6) PKD 85.59.B     Other non-school forms of education not elsewhere classified

7) PKD 86.90.E     Pozostała działalność w zakresie opieki zdrowotnej, gdzie indziej niesklasyfikowana

8) PKD 85.60.Z     Educational support activities

9) PKD 86.90.D     Paramedic activities

10) PKD 90.01.Z     Performing arts activities

11) PKD 90.02.Z     Supporting activities for the staging of artistic performances

12) PKD 73.11.Z     Advertising agency activities

13) PKD 93.29.Z     Other entertainment and recreational activities

14) PKD 95.22.Z     Repair and maintenance of household appliances and home and garden equipment

15) PKD 95.29.Z     Repair of other personal and household goods

16) PKD 78.10.Z     Job search and placement activities

17) PKD 18.14.Z     Bookbinding and related services

18) PKD 32.99.Z     Manufacture of other products not elsewhere classified

19) PKD 47.89.Z     Retail sale of other goods through stalls and markets

20) PKD 47.91.Z     Retail sale via mail order houses or via Internet.

21) PKD 47.99.Z     Other retail sale not in stores, stalls or markets

22) PKD 46.90.Z Non-specialised wholesale trade.

23) Books publishing (PKD 58.11.Z)

24) PKD 59.11.Z    Motion picture, video and television programme production activities.

25) PKD 81.21.Z   Non-specialized cleaning of buildings and industrial facilities

3. The Foundation's business activity may be conducted directly by the Foundation or in the form of organizationally separate units, the mode of establishment, liquidation, principles of operation and scope of activity of which shall be determined by the Board of the Foundation.

4. The financial year is the calendar year. The first financial year ends on 31.12.2018.

§ 8.

  1. Within the framework of paid public benefit activity or economic activity, the Foundation may run a social enterprise (hereinafter referred to as: Social Enterprise). Decision on running, suspending or ending the activity of a Social Enterprise is made by the Board of the Foundation in the form of a resolution.
  2. A social enterprise is a separate entity in terms of organization and accounting, conducting economic activity registered in the National Court Register.
  3. The purpose of the Social Enterprise is to:
    1. social and professional integration of specific categories of persons expressed by the level of employment of these persons:
      1. A social enterprise employs at least 50% unemployed persons or persons with disabilities or persons referred to in Article 1 paragraph 2 of the Law of 13 June 2003 on social employment or persons referred to in Article 4 paragraph 1 of the Law of 27 April 2006 on social cooperatives, or
      2. A social enterprise employs at least 30% persons with moderate or severe disabilities within the meaning of the Act of August 27, 1997 on vocational and social rehabilitation and employment of disabled persons or persons with mental disorders, as defined in the Act of August 19, 1994 on mental health protection;
    2. or implementation of social services provided in the local community, child care services for children up to 3 years of age in accordance with the Act of 4 February 2011 on care for children aged up to 3 years (Journal of Laws of 2016, item 157) or pre-school education services in kindergartens or other forms of pre-school education in accordance with the Act of 7 September 1991 on the educational system, with simultaneous implementation of social and professional integration of persons referred to in point (a), expressed by employment of these persons at a level of at least 30%;
  4. The Social Enterprise employs at least 3 (three) persons on the basis of an employment contract or a civil law contract with the proportions of employment specified in point 3) of this paragraph (hereinafter: Employees).
  5. A Social Enterprise does not distribute its profit or balance sheet surplus among its Founders, Foundation Board members or Employees but allocates it to strengthen the enterprise's potential as non-divisible capital and in a certain part to professional and social reintegration or public benefit activities carried out for the benefit of the local community in which the Social Enterprise operates.
  6. The management of a Social Enterprise is based on democratic principles, which means that it takes into account the opinions and positions of its Employees, who elect representatives from among themselves.
  7. Employees are entitled to 1 (one) representative for each started 5 (five) persons employed in the Social Enterprise. Representatives have the right to participate in the work of the Board of the Foundation in an advisory and opinion-forming capacity.
  8. Remuneration of the Social Enterprise's managerial staff is limited by limits, i.e. does not exceed the value referred to in Article 9 (1) (2) of the Act of 24 April 2003 on public benefit activity and voluntary work.

Chapter III.

Assets and income of the Foundation

§ 9.

The assets of the Foundation is its initial fund in the amount of PLN 2000 (two thousand) of which: PLN 1000 one thousand, the purpose of which is to implement the objectives of the Foundation and PLN 1000.00 (one thousand), the purpose of which is to conduct business activities by the Foundation. The Foundation's assets also include other property acquired by the Foundation or transferred to it in the course of its activities.

§ 10.

The Foundation's income may come from, in particular:

  1. donations, bequests, legacies and court judgments to the Foundation,
  2. grants, subsidies and donations received by the Foundation,
  3. public collections, raffles and auctions for the Foundation,
  4. the assets of the Foundation,
  5. interest on Foundation accounts and bank deposits,
  6. the Foundation's paid public benefit activity,
  7. the Foundation's business activities.

§ 11.

  1. The income of the Foundation from grants, subsidies, donations, bequests and legacies may be used for the achievement of the objectives of the Foundation only with respect to the will of the donor, the grantor, the bequeather or the donor's bequest if it was expressed at the latest when making the grant, donation or in a will.
  2. In the case of an inheritance, the Foundation accepts it only with the benefit of inventory.

Chapter IV.

Foundation's authorities

§ 12.

Foundation's authorities are:

  1. Founders' Assembly,
  2. Foundation Board.

Chapter V.

Founders' Assembly

§ 13.

  1. By virtue of the Statutes, the Founders' Assembly is composed exclusively of the Founders.
  2. Membership in the Founders' Assembly shall cease in the event of written resignation from membership or death of a member of the Founders' Assembly.

3. In the event of the death of one of the Founders or the loss of legal capacity by one of the Founders, the powers reserved in this Statutes for the Founders' Assembly shall be vested in the other Founder.

4. In the event of the death or legal incapacity of both founders, the powers reserved in this statute for the founders shall be vested in one or two persons designated by the founders as authorized to exercise such powers.

5. In the case referred to in Clause 13 item 3, the right to appoint a person(s) authorised to execute the powers of the Founders' Assembly shall be vested in one of the founders.

6. The statement of the Founders on the designation of a person or persons authorized to exercise the powers of the Founders' Assembly must be made in writing on pain of invalidity.

7. Since the Founders' Assembly is not a controlling or reviewing body of the Foundation, it is possible to combine membership in the Founders' Assembly with serving on the Board of the Foundation and with the employment relationship with the Foundation.

§ 14.

  1. The Founders' Assembly may be convened by any Founder or the Foundation's Board.
  2. The Founders' Assembly makes decisions in the form of resolutions - by a simple majority vote in the presence of at least 2 (two) Founders, unless further provisions of the Statutes provide otherwise.

§ 15.

The tasks of the Founders' Assembly include:

  1. Making changes to the Statutes of the Foundation, including the objectives of the Foundation;
  2. Appointment, dismissal and suspension of the President of the Board, Vice President of the Board or other members of the Board of the Foundation;
  3. Making decisions on the liquidation of the Foundation, the appointment of liquidators and the allocation of the assets and funds of the liquidated Foundation.

Chapter VI.

Foundation Board

§ 16.

The tasks of the Foundation Board include undertaking all activities related to the Foundation's operations insofar as they are not the responsibility of the Founders Assembly.

§ 17.

  1. The Foundation Board consists of 2 (two) to 5 (five) persons, including the President of the Board and at least one Vice-President of the Board, appointed by the Founders' Meeting. The number of members of the Management Board shall be determined by the Meeting of Founders in a relevant resolution. Representatives of the Social Enterprise as specified in § 8 of the Statutes shall have the right to participate in the work of the Board of the Foundation with an advisory and consultative vote.
  2. Each member of the Board of Directors shall have the right and duty to manage the affairs of the Foundation
  3. Any Board member may call a meeting of the Board.
  4. Members of the Board of the Foundation are appointed for an indefinite period of time.
  5. The Foundation Board as a whole or its individual members may be dismissed by the Founders' Meeting.

§ 18.

  1. The Foundation Board manages the Foundation's activities and represents it outside, ensuring that the Foundation's activities are consistent with the law.
  2. The Foundation Board makes decisions by a simple majority vote in the presence of at least half of all Board members.
  3. The meeting of the Board of the Foundation must be notified to all its members, as well as representatives of the Social Enterprise, if any, appointed in accordance with the procedure referred to in § 8 of this Statute.
  4. The Board of the Foundation may appoint plenipotentiaries to manage a separate sphere of matters belonging to the tasks of the Foundation.

Chapter VII.

Manner of Representation

§ 19.

Each member of the Management Board is authorized to represent the Foundation, including the right to make declarations in property matters, perform judicial and extrajudicial actions, subject to points 1-2.

  1. in property cases of an ascertainable value higher than PLN 2,000.00 (two thousand) and for granting the power of attorney two-person representation is required
    subject to point 2;
  2. The President of the Board may represent the Foundation in all matters on his own.

Chapter VIII.

Amendment to the Foundation's Statutes

§ 20.

  1. Amendments to the Foundation's Statutes are within the competence of the Assembly of the Foundation
  2. The scope of amendments to the Foundation's Statute is unlimited and may concern all provisions of the Statute, including the objectives of the Foundation's operations.

Chapter IX.

Liquidation of the foundation

§ 21.

  1. The Foundation shall be liquidated in the event of achieving the purposes for which it was established or in the event of exhaustion of its financial resources and assets.
  2. The decision to liquidate shall be made by the Founders' Meeting in a unanimous resolution.
  3. The liquidators of the Foundation are appointed by the Founders' Meeting.
  4. In the event of a decision to liquidate the Foundation, the financial resources and remaining assets may be transferred only to an organization with similar objectives and character of activity.

Cracow, 16.11.2018

Founders:
Ludmiła Głowacka
Marek Oczkowski