Statute

§ 1

1. The Foundation operating under the name: Humanosh Foundation named after Sława and Izek Wołosiański, hereinafter referred to as the Foundation, was established by Katarzyna Obuchowicz – Skopiec, hereinafter referred to as the Founder, by notarial deed executed at the Notarial Office in Warsaw before Notary Małgorzata Borowska under Repertory A No. 4119/19 on 14 November 2019.
2. The Foundation operates on the basis of the Act of 6 April 1984 on foundations (consolidated text: Journal of Laws of 2016, item 1491) and on the basis of these Statutes.
3. The Foundation has legal personality.
4. The Foundation is non-political.
5. Supervision over the Foundation is exercised by the Minister of Culture and National Heritage. The declaration on the choice of minister constitutes Appendix No. 1 to the Statutes.

§ 2

1. The Foundation operates within the territory of the Republic of Poland and abroad.
2. The Foundation has the right to establish subordinate units and establishments.
3. For the purposes of cooperation with foreign partners, the Foundation may use a translation of its name into selected foreign languages.
4. The registered seat of the Foundation is the locality of Zdynia.
5. In order to carry out its statutory tasks, the Foundation may establish permanent and temporary field offices.
6. The Foundation is established for an indefinite period.
7. The Foundation may conduct economic activity in Poland and abroad exclusively in service of the pursuit of its statutory objectives.
8. The Foundation does not operate for profit; any income earned shall be allocated to the pursuit of its statutory objectives.
9. The Foundation is a non-governmental organisation conducting public benefit activity within the meaning of the Act of 24 April 2003 on public benefit activity and volunteering.

§ 3

1. The Foundation uses a seal bearing its identifying details.
2. The Foundation may use a graphic emblem bearing an inscription indicating its name.
3. The Foundation may establish badges, honorary medals, orders and other distinctions, and award them together with other prizes and honours to natural persons, legal persons and organisational units without legal personality that have rendered service to the Foundation.
4. The Founder may grant the title of honorary member of the Foundation to a natural person who has made or will make an outstanding contribution to the pursuit of the Foundation’s objectives. An honorary member of the Foundation is not part of the Foundation’s governing bodies.

§ 4

1. The principal objective of the Foundation is to commemorate and disseminate the history of the Righteous Among the Nations, and to combat racism and intolerance and counteract their manifestations.
2. The objectives of the Foundation are:
   1. comprehensive activity for the benefit of communities worldwide and for bringing nations closer together,
   2. disseminating and sustaining national culture and traditions among children and young people from various regions of the world, with respect for tolerance and multiculturalism,
   3. promotion and public relations activity, including the creation of websites and the running of social media campaigns,
   4. organising training courses, lectures, exhibitions and festivals,
   5. promoting and organising volunteering,
   6. supporting activation and undertaking measures aimed at the integration of children and young people from various regions of the world and their families,
   7. protection and promotion of health,
   8. counteracting addiction and social pathologies,
   9. charitable activity,
   10. activity for the benefit of national and ethnic minorities and of the regional language,
   11. activity supporting the development of local communities and community groups,
   12. supporting culture and the arts, protection of cultural assets and national heritage,
   13. supporting and disseminating physical culture,
   14. activity for the benefit of children and young people, including their leisure and recreation,
   15. tourism and sightseeing,
   16. protection of nature,
   17. promoting ecology and animal protection, and the protection of natural heritage.
3. The Foundation pursues its objectives through:
   1. conducting educational and informational activity on the problems of children and young people in various regions of the world, and action in defence of their rights and interests,
   2. initiating and conducting activities providing educational, social and medical assistance in order to equalise developmental opportunities for children and young people from various regions of the world, within the Republic of Poland and abroad,
   3. promoting and organising sporting activity and organised forms of recreation for children and young people,
   4. charitable assistance to children and young people and their families from various regions of the world, including areas affected by disasters, wars and natural calamities,
   5. undertaking cultural, scientific and sporting initiatives carried out for or on behalf of children and young people,
   6. organising lectures, exhibitions and concerts, presenting performances and films, and organising sports competitions,
   7. supporting measures serving processes of civilisational and cultural change that create conditions of equal developmental opportunity for children and young people from various regions of the world,
   8. social and welfare assistance to meet the essential living needs of children and young people from various parts of the world, and enabling them to live in dignified conditions at the level of European standards,
   9. organising classes, workshops, events and meetings of an integrative character for children and young people from various regions of the world and their families,
   10. creating libraries and publishing works of literature,
   11. establishing educational, care, sporting and medical facilities in Poland and abroad,
   12. providing custodial assistance to young people and children who are adopted, taken into care or raised in foster families, and to their parents and legal guardians,
   13. cooperation with government and local government authorities and with non-governmental organisations within the scope set out in the Foundation’s objectives,
   14. promoting the idea of the Foundation and gathering around its activities volunteers, supporters, artists and representatives of science and education, medicine and sport, in Poland and abroad,
   15. raising the funds needed to pursue the statutory objectives, including through the sale of goods donated by benefactors,
   16. providing information on its statutory activity through the press, radio and television, publishing its own materials and using other means to that end;
   17. preparing specialist expert opinions, assessments and programmes,
   18. conducting study, advocacy, informational and publishing activity;
   19. obtaining funding in Poland and abroad, in particular through participation in competitions, programmes and similar schemes;
   20. conducting economic activity in the following areas:
       1. PKD 58.11.Z Book publishing,
       2. PKD 58.14.Z Publishing of journals and other periodicals,
       3. PKD 59.11.Z Motion picture, video and television programme production activities,
       4. PKD 59.12.Z Motion picture, video and television programme post-production activities,
       5. PKD 59.13.Z Motion picture, video and television programme distribution activities,
       6. PKD 73.11.Z Advertising agency activities,
       7. PKD 74.20.Z Photographic activities,
       8. PKD 18.12.Z Other printing,
       9. PKD 18.13.Z Pre-press and pre-media services,
       10. PKD 18.14.Z Binding and related services,
       11. PKD 18.20.Z Reproduction of recorded media,
       12. PKD 41.10.Z Development of building projects,
       13. PKD 47.61.Z Retail sale of books in specialised stores,
       14. PKD 47.91.Z Retail sale via mail order houses or via the internet,
       15. PKD 49.31.Z Urban and suburban passenger land transport,
       16. PKD 59.14.Z Motion picture projection activities,
       17. PKD 58.19.Z Other publishing activities,
       18. PKD 68.10.Z Buying and selling of own real estate,
       19. PKD 68.20.Z Renting and operating of own or leased real estate,
       20. PKD 74.30.Z Translation and interpretation activities,
       21. PKD 77.11.Z Renting and leasing of cars and light motor vehicles,
       22. PKD 77.21.Z Renting and leasing of recreational and sports goods,
       23. PKD 77.40.Z Leasing of intellectual property and similar products, except copyrighted works,
       24. PKD 79.12.Z Tour operator activities,
       25. PKD 79.90.A Activities of tour guides and tourist guides,
       26. PKD 79.90.C Other reservation service activities not elsewhere classified.
   21. providing humanitarian aid to victims of disasters, natural calamities and armed conflicts, in Poland and abroad,
   22. conducting medical treatment activity.
4. The statutory activity of the Foundation may also be conducted as unpaid activity or as paid activity within the meaning of the Act of 24 April 2003 on public benefit activity and volunteering. Both of these forms of activity shall be separated in the accounts to an extent enabling the determination of revenues, costs and results, having regard to the accounting regulations.
5. The unpaid public benefit activity conducted by the Foundation is:
   1. PKD 63.12.Z Web portal activities,
   2. PKD 63.11.Z Data processing; hosting and related activities,
   3. PKD 55.10.Z Hotels and similar accommodation,
   4. PKD 55.20.Z Holiday and other short-stay accommodation,
   5. PKD 55.90.Z Other accommodation,
   6. PKD 86.90.E Other human health activities not elsewhere classified,
   7. PKD 88.99.Z Other social work activities without accommodation not elsewhere classified,
   8. PKD 94.99.Z Activities of other membership organisations not elsewhere classified.
6. The paid public benefit activity conducted by the Foundation is:
   1. PKD 85.59.B Other out-of-school forms of education not elsewhere classified,
   2. PKD 85.60.Z Educational support activities,
   3. PKD 47.78.Z Retail sale of other new goods in specialised stores,
   4. PKD 49.41.Z Freight transport by road,
   5. PKD 56.10.A Restaurants and other permanent catering establishments,
   6. PKD 82.30.Z Organisation of conventions and trade shows, not elsewhere classified,
   7. PKD 85.52.Z Out-of-school forms of artistic education,
   8. PKD 91.01.A Library activities,
   9. PKD 93.29.Z Other amusement and recreation activities.

§ 5

1. In order to achieve its objectives, the Foundation may support the activity of other persons and institutions consistent with those objectives.
2. All PKD codes are given on the basis of the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities (PKD) (Journal of Laws of 2007, No. 251, item 1885, as amended).
3. Any surplus of revenues over costs from economic activity is allocated to the statutory activity of the Foundation.
4. The Foundation conducts its financial management and accounting records in accordance with the regulations applicable to legal persons.

§ 6

1. The assets of the Foundation consist of the Founding Fund contributed by the Founder in the amount of PLN 5,000 (in words: five thousand zloty), specified in the notarial deed referred to in § 1 of the Statutes, together with other property acquired by the Foundation in the course of its operations.
2. The income of the Foundation may derive from:
   1. domestic and foreign donations, inheritances and legacies,
   2. subsidies and grants from legal persons, and other grants,
   3. income from the movable and immovable property of the Foundation,
   4. economic activity,
   5. interest on capital deposits and securities,
   6. court-ordered compensation payments (nawiązki),
   7. income from public collections and public events.

§ 7

1. The assets of the Foundation are allocated to the pursuit of its statutory objectives and to covering the costs of its operations.
2. In matters of accepting donations and inheritances, the declarations required by law are submitted by the Management Board of the Foundation or by a proxy appointed by the Management Board.
3. Where the Foundation is called to inherit, the Management Board submits a declaration accepting the inheritance with the benefit of inventory.
4. The Foundation may decline to accept a donor’s condition. In such a case, the Foundation returns to the donor the funds transferred by them.
5. Any surplus of the Foundation’s revenues over its costs may be allocated exclusively to the pursuit of its statutory objectives.
6. The financial year is the calendar year. If separate regulations provide for the possibility of extending the financial year, the Management Board of the Foundation may adopt a resolution to that effect.
7. The Foundation is liable for its obligations with all of its assets.
8. The assets of the Foundation may be invested in economic undertakings conducted by the Foundation and in companies and securities.
9. The Foundation is prohibited from undertaking activities consisting in:
   1. granting loans or securing obligations with the assets of the Foundation in relation to members of its governing bodies or its employees, or persons with whom members of the governing bodies or employees of the Foundation are married, in cohabitation, in a relationship of kinship or affinity in the direct line, in a relationship of kinship or affinity in the collateral line to the second degree, or bound by adoption, custody or guardianship, hereinafter referred to as „related persons”,
   2. transferring the assets of the Foundation to members of its governing bodies or its employees or their related persons, on terms other than those applicable to third parties, in particular where such transfer is free of charge or on preferential terms,
   3. using the assets for the benefit of members of the governing bodies or employees of the Foundation or their related persons, on terms other than those applicable to third parties, unless such use follows directly from the statutory objective of the Foundation,
   4. purchasing goods or services from entities in which members of the governing bodies or employees of the Foundation or their related persons participate, on terms other than those applicable to third parties or at prices higher than market prices.

§ 8

1. The governing bodies of the Foundation are the Management Board and the Supervisory Board.
2. A governing body and its members are appointed by the Founder.

The Management Board and the Supervisory Board

§ 9

1. The Management Board of the Foundation consists of 1 to 6 persons and is appointed for an indefinite term.
2. A member of the Management Board of the Foundation may be an adult natural person having full capacity for legal acts.
3. The Founder may be appointed to the Management Board.
4. A person convicted by a final judgment of an intentional offence prosecuted by public indictment or of a fiscal offence may not be a member of the Management Board.
5. Members of the Management Board are appointed and dismissed by the Founder by way of a resolution.
6. Where the Founder is appointed to the Management Board, the Founder’s membership of the Management Board of the Foundation expires only in the event of death or of their resignation.
7. Membership of the Management Board ceases as a result of:
   1. submission of a written resignation from membership,
   2. the death of the member of the Management Board.
8. Members of the Management Board may be granted reimbursement of documented expenses connected with participation in the work of the Management Board, including travel costs.

§ 10

1. The Management Board directs the activity of the Foundation, represents it externally and is responsible for its financial and social results.
2. The tasks of the Management Board include in particular:
   1. representing the Foundation externally,
   2. determining the main directions of the Foundation’s activity,
   3. directing the ongoing activity of the Foundation,
   4. pursuing the statutory objectives of the Foundation,
   5. adopting annual action plans and financial plans of the Foundation,
   6. managing the assets of the Foundation,
   7. determining staffing levels and the amount of funds for the remuneration of the Foundation’s employees, should the Foundation decide to employ staff,
   8. accepting donations, inheritances and legacies, grants and subsidies,
   9. taking decisions on amendments to the Statutes of the Foundation, on merger with another Foundation and on the liquidation of the Foundation,
   10. submitting an annual report on the Foundation’s activity to the competent Minister specified in § 1 para. 5,
   11. conducting the economic activity of the Foundation.

§ 11

1. Meetings of the Management Board are held as needed, but no less frequently than once every two months.
2. All Members of the Management Board must be notified of a meeting.
3. Meetings of the Management Board are convened by the Founder, who sends information about the date of the meeting by electronic mail.
4. The Management Board takes decisions at its meetings in the form of unanimous resolutions of the members participating in the meeting.
5. The Management Board may appoint proxies to manage the Foundation as a whole or a separate sphere of matters falling within the Foundation’s tasks, including a Director of the Foundation.
6. Members of the Management Board of the Foundation may perform their functions on the basis of an employment contract or other contracts.

§ 12

1. The Supervisory Board is appointed to exercise supervision over the activity of the Foundation and is a body separate from the managing body and not subordinate to it in the exercise of supervision; it also holds powers of initiative and of opinion.
2. The Supervisory Board consists of 3 to 9 members, including a Chairperson, appointed for an indefinite term and dismissible at any time by the Founder. Dismissal does not require a statement of reasons.
3. Members of the Supervisory Board:
   1. may not be members of the managing body, nor may they be married to them, in cohabitation with them, or in a relationship of kinship, affinity or subordination in employment with them,
   2. have not been convicted by a final judgment of an intentional offence prosecuted by public indictment or of a fiscal offence,
   3. may receive, in respect of holding office in such a body, reimbursement of justified costs or remuneration in an amount not exceeding the average monthly remuneration in the enterprise sector announced by the President of the Central Statistical Office for the preceding year.
4. Before appointing members of the Supervisory Board, the Founder shall obtain from the candidates declarations that they satisfy the requirements set out in para. 3 and, after appointing the members of the Supervisory Board, shall forward the declarations submitted by them to the Management Board.
5. The tasks of the Supervisory Board include in particular:
   1. exercising supervision over the activity of the Foundation in all areas of its activity,
   2. assessing the annual reports of the Management Board on the Foundation’s activity and the financial statements of the Foundation,
   3. assessing the correctness of the use of the Foundation’s assets and financial resources,
   4. assessing the programmes of the Foundation’s activity prepared by the Management Board,
   5. appointing a proxy to conclude contracts with members of the Management Board,
   6. expressing opinions on matters submitted to it by the Management Board.
6. The Management Board submits to the Supervisory Board, in writing, a report on its activity at least once in a calendar year.
7. The Supervisory Board takes decisions in the form of resolutions by a simple majority of votes; in the event of a tie, the vote of the Chairperson is decisive.
8. The work of the Supervisory Board is directed by the Chairperson of the Supervisory Board, who also represents it externally and before the Management Board.
9. Meetings of the Supervisory Board are held as needed, but no less frequently than once a year.
10. Meetings of the Supervisory Board may also be held by means of direct remote communication.
11. The Supervisory Board may adopt resolutions by written circulation procedure.
12. The working procedures of the Supervisory Board may be laid down in rules of procedure adopted by it.

§ 13

For the conclusion of contracts, the granting of powers of attorney and the submission of other declarations of will, in particular in property matters, the signature of one member of the Management Board is required.

§ 14

1. Amendments to the Statutes of the Foundation are made by the Management Board by way of a unanimous resolution of its members.
2. The Management Board of the Foundation is authorised to draw up the consolidated text of the Statutes of the Foundation.

§ 15

1. The Foundation may join companies, foundations, associations and other social formations for the effective pursuit of its objectives.
2. The Foundation may be a member of domestic and international organisations having a similar purpose of activity and permitted under Polish law.
3. In matters of merger with another foundation, the decision is taken by the Management Board of the Foundation, whereby its decisions are adopted by way of a unanimous resolution of the members of the Foundation’s Management Board.

§ 16

1. The Foundation is liquidated upon achievement of the objectives for which it was established or upon exhaustion of its financial resources and assets.
2. The Liquidator or Liquidators of the Foundation (numbering no more than three natural persons) are appointed and dismissed by the Management Board.
3. The duties of the liquidator (or liquidators) include in particular:
   1. filing an application with the registry court for entry of the opening of liquidation,
   2. calling upon the creditors of the Foundation, by means of press announcements, to submit their claims within 3 months of the date of announcement,
   3. drawing up the opening liquidation balance sheet and the list of creditors,
   4. drawing up the financial plan of the liquidation and the plan for satisfying creditors,
   5. collecting receivables, discharging obligations and converting the Foundation’s assets into cash,
   6. transferring to the designated entities the assets remaining after the satisfaction of creditors,
   7. notifying the registry court of the completion of the liquidation, together with an application for removal of the Foundation from the register,
   8. transferring the Foundation’s documents to the state archive.
4. The Management Board notifies the competent Minister of the liquidation of the Foundation.
5. The financial resources and assets remaining after the liquidation of the Foundation may, by resolution of the Management Board, be allocated to foundations or organisations operating in the Republic of Poland with similar statutory objectives.

§ 17

1. The cost of registering the Foundation in the National Court Register is borne by the Foundation.
2. The Statutes enter into force on the date of registration of the Foundation by the competent District Court.