Statute | Stalprofil S.A.

THE STATUTE
of the Jerzy Bernhard Aid Foundation

§ 1

The Jerzy Bernhard Aid Foundation hereinafter referred to as "the Foundation" was established by its Founder i.e. Company „STALPROFIL” S.A. in Dąbrowa Górnicza, by virtue of a notary deed of June 9, 2021 Rep. A no. 1806/2021 in the Notary Office of Ewa Katarzyna Kuźniak, notary public in Katowice, ul. Jagiellońska 13, and operates under the Act on Foundations of April 5, 1984 and this Statute.

§ 2

1. The Foundation is seated in Dąbrowa Górnicza.
2. The Foundation operates on the entire territory of Poland.
3. The Foundation may use a distinctive figurative mark.
4. The Foundation may use the name: the Jerzy Bernhard Aid Foundation.
5. In view of the Foundation's objectives, supervision over its activities is exercised by a minister competent for social security matters.

§ 3

The Foundation was formed for an indefinite period of time.

§ 4

1. General objectives of the Foundation include:
1) social assistance,
2) charity,
3) health care,
4) environmental protection,
5) occupational and social rehabilitation of disabled persons,
6) scientific, technical and scientific and educational activity, including student education,
7) cultural activity,
8) physical culture and sport-related activity,
9) cooperation and material or financial support for organizations, persons and institutions pursuing objectives 1) - 8) above.
2. As part of its general objectives, the Foundation will pursue specific, socially useful and charity objectives related to the following public tasks:
1) charity initiatives addressed to poor, homeless, sick and suffering people,
2) support for victims of catastrophes and natural disasters,
3) social assistance, including support for families and people in a difficult life situation and equality of opportunities for such families and people,
4) activity aimed at integration, occupational and social re-integration of people facing the threat of social exclusion,
5) activities supporting people with disabilities,
6) support for science and education, including higher education sector,
7) activities for children and youth, including vacation for children and the youth,
8) activities supporting art and culture;
9) health protection and promotion, including in particular:
a) purchase of medical equipment,
b) purchase of medications and other medical products,
c) support of preventive actions and assistance in providing specialist consultations and treatment by health care centers,
d) provision of financial aid for treatment and purchase of rehabilitation equipment;
10) protection of animals, including in particular:
a) provision of help for stray, sick, suffering and abandoned animals, initiatives promoting humanitarian treatment of animals and promotion of animal rights protection,
b) wild animals protection.
3. The Foundation will not conduct any business or paid public benefit work.
4. Income of the Foundation will be allocated and spent on the statutory objectives of the Foundation and its operating costs.

§ 5

Objectives of the Foundation listed in § 4 will be achieved in particular through:
1. Raising funds and material resources for the purposes of the Foundation,
2. Distribution of resources and material gifts to people supported by the Foundation, in particular in-kind support for poor people, large families, disabled people, homeless people and those facing the threat of homelessness, financing educational activities for people supported by the Foundation, their professional activation, treatment or rehabilitation, vacation, short-term support, including material gifts, financial aid and medical help.
3. Material and financial assistance in education and life start of children and youth, including the provision of equal educational opportunities, financing education, and awarding scholarships and awards,
4. Provision of material and financial support to educational, welfare and care, social assistance and cultural institutions, financing purchase of specialist equipment and medical devices, medications and other medical products for health care facilities cooperating with the Foundation,
4. Cooperation and material or financial support for entities helping homeless, mistreated and abandoned animals (animal shelters),
5. Cooperation with state and local government institutions, NGOs, natural persons and other organizations and entities which may contribute to the achievement of the Foundation's statutory objectives,
6. Other activities aimed at the achievement of the Foundation's statutory objectives.

§6

1. The Foundation's assets include:
1) its initial found to which the Founder donates PLN 200 000,00 (in words: two hundred thousand zloty).
2) financial donations from natural and legal persons,
3) income tax from natural persons donated by tax payers under the Act on public benefit and voluntary service – after the Foundation is granted the status of a public benefit organization,
4) material donations from natural and legal persons,
5) income from public fund-raisers,
6) domestic and foreign donations, inheritances and bequests,
7) subsidies, grants, donations and subventions,
8) income from deposits in banks and capital market institutions, both domestic and foreign,
9) financial operations, security trading excluded.
2. Based on rules defined in a separate agreement, the Founder will provide the Foundation with premises, where it will conduct its statutory activity, and support in the extent agreed between the Founder and the Foundation.
3. If the Foundation is appointed to inheritance, the Management Board of the Foundation may accept the inheritance only by submitting a statement on the acceptance of the inheritance with a limited liability for inheritance debts.
4. The Foundation may be supported by volunteers and may hire employees.
5. The Management Board of the Foundation may set aside funds for the execution of individual objectives of the Foundation.
6. It is forbidden to:
1) to use the Foundation's property to grant loans or secure liabilities for members of the Foundation's bodies or its employees and persons with whom members of the Foundation's bodies and its employees are joined in matrimony, are cohabitants, are related or in direct or secondary affinity, or are bound on account of adoption, custody or guardianship (hereinafter referred to as ”related persons”),
2) transfer property of the Foundation to members of the Foundation's bodies or its volunteers or employees or persons related to them under different rules than those applicable to third parties, in particular if the transfer is made free of charge or on preferential terms,
3) use the Foundation's property for the benefit of members of the Foundation's bodies or its volunteers or employees and persons related to them on terms other than those applied to third parties unless the said use is directly connected with the Foundation's statutory objective,
4) purchase goods or services from entities in which members of the Foundation's bodies or its volunteers, employees and persons related to them are involved on terms other than those applicable to third parties or at prices higher than market prices.
7. The Foundation does not only act for the benefit of persons indicated in sec. 6 item 3) above.

§ 7

1. To pursue its objectives, the Management Board of the Foundation may conclude agreements with other foundations, organizations or other domestic or foreign entities.
2. The Foundation may have its own badges and medals of honor and award them along with other awards and distinctions to natural and legal persons who contribute to the achievement of objectives pursued by the Foundation or make contributions to the Foundation itself.

§ 8

1. The Foundation has the following bodies:
1) Council of the Foundation
2) Management Board of the Foundation

§ 9

1. The Council of the Foundation, hereinafter referred to as "the Council" is a decision-making, supervisory, regulatory and opinion-making body of the Foundation.
2. The Council consists of 3-9 persons.
3. Members of the Foundation's Council, including its Chairperson, Vice Chairperson and the Council Secretary are appointed and recalled by the Founder.
4. Both natural and legal persons can sit on the Council. Legal persons are represented on the Council by persons authorized to represent them under separate legal regulations.
5. The number of Council members is defined by the Founder subject to the minimum number of members referred to in sec. 2.
6. Council members:
1) may not be members of the Foundation's Management Board or be in a marital relationship with them, be cohabitants or be related or have a reporting relationship with them,
2) may not be convicted for an intentional offence prosecuted ex officio or a fiscal offence,
3) may be reimbursed for justified costs related to holding a function on such a body up to the amount of average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year;
4) members of the managing body may not be convicted with a valid sentence for an intentional offense prosecuted by public prosecution, or a fiscal offense.
8. Competencies of the Council of the Foundation include:
a) appointment and recall of members of the Foundation's Management Board,
b) approval of annual operating plans of the Foundation,
c) adoption of resolutions on the use of financial means,
d) granting consent in the case specified in §10 sec. 9 of the Statute subject to §9 sec. 10 of the Statute,
e) supervision and control of the day-to-day activity of the Foundation's Management Board,
f) determining salaries of the Foundation's employees and other persons cooperating with the Foundation under civil law contracts,
g) adoption of resolutions on amendments to the Statute of the Foundation and the liquidation of the Foundation,
h) expressing opinions on matters submitted by the Management Board,
i) review and approval of annual financial statements of the Foundation and annual reports of the Management Board on the Foundation's activity,
j) granting the vote of approval to Management Board members for the performance of their duties.
8. The Council of the Foundation takes action at meetings that should be held at least once a year.
9. A Council meeting is convened by the Chairperson of the Council, or in their absence by the Vice Chairperson of the Council or the Council Secretary, on their own initiative or at a written request of the Management Board or the Founder. Council meetings are convened by electronic mail, phone or a registered letter.
10. The Council of the Foundation performs its tasks collectively, apart from the activity referred to in §10 sec. 9 item 1), reserved for the Chairperson of the Council acting independently.
11. For the resolutions of the Council to be valid, the presence of at least half of its members, including the Chairperson, and in their absence, the Vice-Chairperson, is required.
12. The Council adopts resolutions by simple majority of votes, except for a resolution on amending the Statute and on the liquidation of the Foundation which require the majority of 2/3 of votes. In the event of an equal number of votes cast for and against a given resolution, the Chairperson's vote is decisive, and in their absence, the Vice Chairperson's vote.
13. Each Council member has one vote.
14. Council Members perform their functions personally.
11. The Founder may recall a Council member in justified cases, in particular in case of an inadequate fulfillment of the function of a Council member or a serious violation of Statute regulations.
12. Council membership expires following a written resignation from the function, recall or death of a person who held that function.
13. Minutes of Council meetings are kept.
14. The Council may adopt regulations governing its activity.

§ 10

1. The Management Board of the Foundation hereinafter referred to as the "Management Board" consists of 1-3 people and is appointed by the Council of the Foundation for a period of a joint term of office lasting three years, except for the first Management Board consisting of one person i.e. Mrs. Ewa Szymura, appointed by the Founder for a three-year period. After expiry of the term the Management Board performs its duties until a new Management Board is elected by the Council of the Foundation.
2. Management Board of the Foundation manages affairs of the Foundation and represents it outside.
3. Declarations of will are made on behalf of the Foundation by the Chairperson of the Management Board independently or by two Management Board Members, acting jointly.
4. Management Board prepares an annual operating plan and a preliminary estimate of income and expenses and submits it to the Council of the Foundation for approval.
5. Management Board submits an annual report on the Foundation's activity by March 31 and sends it along with a resolution of the Council to the Minister overseeing the Foundation.
6. Management Board membership expires following a written resignation from the function, recall or death of a person who held that function.
7. If the Management Board has more than one member, it takes decisions in form of resolutions adopted by simple majority of votes of members present at a Management Board meeting, however for Management Board resolutions to be valid, at least half of Management Board members must be present, including the Chairperson of the Management Board.
8. In the event of an equal number of votes cast for and against a given resolution, the vote of the Chairperson of the Management Board will be decisive.
9. Each activity of the Management Board which involves the management of financial means or a right, or is related to incurring a liability:
1) of the value exceeding PLN 5 000 (in words: five thousand zloty) requires a prior written consent of the Chairperson of the Foundation's Council or Vice Chairperson in their absence. Written consent is also understood as a consent sent by electronic mail from an e-mail account given to the Foundation by the Chairperson and the Vice Chairperson of the Council;
2) of the value exceeding PLN 20 000 (in words: twenty thousand zloty) requires a prior consent of the Foundation's Council expressed in form of a resolution.

§ 11

1. Voting outside meetings of the governing bodies of the Foundation may take place via electronic communication means if members of the governing bodies of the Foundation gave their consent thereto in form of a document.
2. A possibility to participate in a meeting of the Foundation governing bodies via electronic communication means is indicated in an announcement of a meeting which also includes a detailed description of how to participate and exercise voting rights.
3. The use of electronic communication means to vote at meetings of the association's governing bodies will at least ensure:
1) real-time broadcast of the meeting;
2) real-time two-way communication allowing a member of the association's governing body can speak during the deliberations;
3) a possibility to exercise the right to vote in person or by proxy before or during the meeting.

§ 12

1. Members of the Council and the Management Board fulfill their functions free of charge.
2. The Foundation covers costs related to the performance of functions by members of the Foundation's bodies.

§ 13

1. The financial year of the Foundation is a calendar year.
2. The Foundation will be liquidated when the objectives for which it was established are achieved or when its funds and property are exhausted.
3. Liquidators of the Foundation are appointed and recalled by the Council.
4. Funds and property remaining after the liquidation of the Foundation may be allocated by virtue of a resolution of the Council to other social organizations pursuing objectives similar to those included in this Statute.