The “Kapnij dla Afryki” Foundation, hereinafter referred to as the “Foundation”, established by Ireneusz Markowski, hereinafter referred to as the “Founder”, by notarial deed of October 24, 2019 (Repertory A number 4418/2019) prepared by notary public Małgorzata Lipska-Schydło, in her Chancellery in Wrocław at ul. Grabiszyńska 186 lok. 3b, operates on the basis of the Act on foundations of April 6, 1984 (Journal of Laws 1991 No. 46 item 203, as amended) and the provisions of this Statute.
- The seat of the Foundation is the city of Wrocław.
- The duration of the Foundation is unlimited.
- The Foundation’s area of activity is the territory of the Republic of Poland and abroad. The Foundation may create permanent or temporary offices in countries other than the Republic of Poland
- The Foundation has legal personality.
- The Foundation is supervised by the Minister of Culture and National Heritage.
- The Foundation may use the name translation in selected foreign languages for the purposes of cooperation with foreign countries.
- The Foundation may use the Foundation’s graphic symbol with an inscription indicating its name.
- The Foundation uses the seal with the identification data of the Foundation. Depending on the needs, stamps can be used in Polish or in another language.
- The Foundation may conduct economic activity in Poland and abroad only to the extent that serves the purpose of achieving its statutory objectives.
- The Foundation does not work to make a profit. The Foundation’s proceeds will be allocated to achieving its statutory goals.
- The Foundation may join companies, foundations, associations and other social formations.
- The Foundation may be a member of national and international organizations with a similar purpose and which are authorized to act in accordance with Polish law.
The Foundation may establish certificates, badges, medals of honor and award them, along with other prizes and awards, to natural and legal persons distinguished for the foundation, contributing to the implementation of statutory objectives.
Chapter II Foundation’s goals
The goals of the Foundation are:
- Help African people suffering from poverty, hunger, lack of or difficult access to water.
- Supporting the education of children and youth in the poorest regions of Africa.
- Promotion of the culture and art of young artists from the countries of the African region.
- Humanitarian aid in the poorest regions of Africa.
- Mutual learning, bringing together, understanding and establishing personal relationships between people of distant societies and cultures.
- Assistance to victims of disasters, natural disasters, armed conflicts and wars in the country and abroad.
- Charity activities.
- Promotion and organization of volunteering.
- Promotion of broadly understood culture and art of other countries and nations of the world in the territory of the Republic of Poland, as well as promotion of the Republic of Poland abroad, as well as Polish culture and art within our country and abroad.
- Social assistance enabling people and families to overcome difficult life situations that they cannot overcome using their own rights, resources and possibilities.
The Foundation realizes its goals through:
- Construction of wells, water intakes, schools, and other public buildings and buildings in the poorest regions of Africa.
- Cooperation with African governments and embassies.
- Organizing the individual patronage of people from Poland and other countries over children and youth from African countries, consisting of:
(a) regular financial assistance intended for study or study and maintenance purposes only, and
- b) exchanging letters and photos
– through organizations, institutions and people working with young inhabitants of these countries, in particular Polish missionaries,
- Cooperation with mission centers operating on the African continent.
- Cooperation with other institutions, artistic centers and organizations in the country and in the world.
- Direct or indirect – that is, through other organizations, institutions and persons – providing material and financial assistance (including granting scholarships) to young people and children who, due to poverty, have difficult access to education and to other people suffering from poverty,
- Organizing meetings, exhibitions, presentations, concerts and other information, educational and cultural events dedicated to the countries referred to in § 3 – in particular, information and educational meetings of the Foundation’s donors with its collaborators working directly with young recipients of assistance organized by the Foundation,
- Creating scholarships for pupils and students from African countries.
- Cooperation with the mass media in matters related to the popularization and promotion of the Foundation’s activities.
- Cooperation with other organizations, institutions and people with goals of activity coinciding with the Foundation’s goal, supporting them organizationally, materially and financially.
- Undertaking economic initiatives to obtain funds for the Foundation’s statutory activities
- In the event of food disasters and other disasters in areas covered by the “Drip for Africa” action, the Foundation may launch humanitarian aid for the local population.
- The Foundation also allows other humanitarian activities not listed here.
- The Foundation may organize music concerts, educational music programs and release CDs using its own or foreign concert agency. The entire agency income must be used for statutory purposes.
- In order to implement the activities specified in § 6 point 10, the Foundation may conduct public collections, auctions and other activities to obtain funds to overcome the life difficulties of the foundation’s charges.
- The Foundation may organize activities from the broadly defined field of health promotion.
- Purchase of equipment, devices and materials used to achieve the Foundation’s purpose and free transfer or making them available to the persons, establishments and institutions referred to in § 6 and 7
- Dissemination on the Internet, in mass media, in the form of radio or television broadcasts, television films, press articles and reports, interviews in the press, radio and television and by means of knowledge publications in the scope of the Foundation’s objectives.
Foundation assets and income
- The Foundation’s assets constitute the founding fund in the amount of PLN 3,000 (in words: three thousand zlotys) and other property acquired by the Foundation in the course of its operation.
- The Foundation’s income may come from:
- donations, inheritances, bequests,
- subsidies and subsidies from legal entities and governments of other countries and international organizations,
- public sacrifice,
- income from the Foundation’s assets,
- income from business activity conducted by the Foundation,
- bank interest,
- All revenues earned by the Foundation shall be allocated solely to statutory activities and to covering the costs of its activities.
- The Foundation may conduct business activities on general principles, specified in separate regulations.
- The Foundation may conduct business activities only to the extent of achieving statutory objectives.
- The Foundation may conduct business activities in the European Union and abroad.
- The Foundation may conduct economic activity in the field of:
- PKD 01.13.Z Growing vegetables, including melons, as well as root and tuber crops,
- PKD 01.19.Z Other arable crops, other than perennial,
- PKD 88.91.Z Day care for children,
- PKD 86.90.E Other healthcare activities, not classified elsewhere,
- PKD 85.21.Z Non-school forms of sport education as well as sport and recreational activities,
- PKD 85.60.Z Educational support activities,
- PKD 16.29.Z Production of other wooden products, production of cork, straw products and materials used for weaving,
- PKD 16.24.Z Production of wooden packaging,
- PKD 32.0 Manufacture of products not elsewhere classified,
- PKD 55.2 Tourist accommodation establishments and short-term accommodation,
- PKD 93.2 Entertainment and recreation activities.
- PKD 42.21.Z – Works related to the construction of transmission pipelines and distribution networks
ł. PKD 43.13.Z Performing geological and engineering excavations and drilling
- PKD 43.22.Z Installation of plumbing, heating, gas and air conditioning installations
- The Foundation’s authorities are:
- The Foundation Council, hereinafter referred to as the Council.
- The Foundation Board, hereinafter referred to as the Board.
- Members of the Council and the Management Board not collecting remuneration for participating in the work of this body, except for the reimbursement of documented expenses related to participation in the work of these bodies, including travel costs related to the implementation of the Foundation’s statutory objectives.
- The Foundation Council is the controlling and opinion-giving body of the Foundation.
- The Council consists of 3 to 5 members and is elected for a five-year term. The Council elects from among its members a Chairman of the Board who manages its work.
- The members of the first Council composition are unanimously appointed by the Founder. The next members of the Council in place of persons who have ceased to perform this function or for the extension of the composition of the Council, are unanimously appointed by the Founder in agreement with the current President of the Council, at the earlier request of the Founder.
- Membership in the Council shall expire as a result of:
- voluntary speech, submitted in writing to the Chairman of the Council,
- loss of civil rights as a result of a conviction by a final judgment of an offense committed intentionally,
- death of a member,
- Membership of the Council and membership of the Management Board may not be combined.
The tasks of the Council include in particular:
- setting out the main directions of the Foundation’s activity,
- supervision and control over the Foundation’s activities, in particular the control of the Foundation’s property status,
- approving the annual reports of the Management Board on operations and granting discharge to the Management Board,
- appointing and dismissing members of the Management Board, including the President and Vice President of the Management Board, except for the Founder, who may sit on the Foundation’s Management Board regardless of the Council’s decision,
- making decisions to amend the Foundation’s statute,
- making decisions about the merger with another foundation or the liquidation of the Foundation,
- making decisions in all other matters not reserved for the competence of other bodies.
- The Foundation Council meets at least once a year.
- The Council may, in order to improve its meetings more frequent than those mentioned in point 1 §14 or in extraordinary mode contact, exchange views, vote and adopt resolutions by means of conference, internet and other modern media connections. The trace of the meeting is the minutes, which can also be prepared from a virtual meeting by the Chairman, signed by him and agreed with all Council participants.
- The Foundation Council is convened by the Chairman of the Council on his own initiative or at the request of the Management Board 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’s vote prevails.
- A meeting of the Supervisory Board may be convened by extraordinary procedure on the initiative of the Management Board, or upon a written request of the Chairman or at least two of its members to consider a matter of a special nature.
- An extraordinary meeting of the Council should be convened no later than within 14 days from the date of submitting the request.
- Each ordinary member of the Council has one vote.
- Meetings of the Council are chaired by the Chairman.
It is forbidden to:
- granting loans or securing liabilities with the assets of the foundation in relation to its founder and members, members of the bodies or employees and persons with whom the members, members of the bodies and employees of the foundation are married, in cohabitation or in a relationship of relationship or affinity in a straight line , kinship or affinity in the lateral line to the second degree, or are associated with adoption, guardianship or guardianship, hereinafter referred to as “close relatives”,
- using the property for the benefit of members, members of bodies or employees and their relatives on principles other than in relation to third parties, unless such use directly results from the statutory purpose,
- The Foundation Board consists of 1 to 3 people, including the President, appointed by the Foundation Council for a five-year term. In the case of a two-person Board, the President’s vote in the vote is counted twice.
- The function of a member of the Management Board may be performed for more than one term of office.
- A member of the management board may be an adult natural person with full legal capacity.
- The first member of the Board is appointed by the Founder.
- The Founder may be a member of the Foundation Board.
- Membership in the Management Board expires as a result of:
- Submission of a written resignation to the Foundation Council,
- Loss of civil rights as a result of a conviction by a final judgment of a court for an offense committed intentionally,
- Death of a member of the Management Board.
- The Management Board of the Foundation in its entirety or its individual members (except the Founder) may be dismissed by the Foundation Council before the end of the term of office by a resolution adopted unanimously by all members of the Council.
- The Board manages the Foundation’s activities and represents it outside.
- The competences of the Management Board include:
- managing the ongoing operations of the Foundation,
- achieving statutory objectives,
- drawing up work and budget plans,
- managing the assets of the Foundation,
- representing the Foundation outside,
- hiring employees and determining the amount of their remuneration,
- adopting regulations and developing the organizational structures of the Foundation,
- making decisions on all matters not transferred to the competence of other Foundation bodies,
- appointing and dismissing the heads of organizational units of the Foundation,
- supervising the activities of all units, organizational units and persons employed or operating on behalf of the Foundation,
- establishing awards, distinctions, decorations and other forms of honoring people who have distinguished themselves for the Foundation’s ideas and goals,
- accepting donations, inheritances and bequests, subsidies and subsidies,
ł. submitting an application for consent to change the Foundation’s statute, merger with another Foundation, submitting an application for liquidation of the Foundation.
- Every year, the Management Board is obliged to submit to the Foundation Council an annual report on the Foundation’s activities.
- Meetings of the Management Board are held as needed, but at least once a quarter.
- Meetings of the Management Board are convened by the President by sending information about the date by e-mail, if this is not possible, by registered mail at least 7 days before the planned meeting.
- All members of the Management Board must be informed about the meeting.
- The Management Board makes decisions by means of resolutions by a simple majority of persons, unless further provisions provide otherwise. In the event of an even distribution of votes, the vote of the President of the Management Board shall prevail.
- Declaration of intent on behalf of the Foundation in all matters except property may be made by each member of the Board independently.
- In matters of property:
- regarding amounts up to PLN 10,000.00. (say – ten thousand zlotys) or its equivalent in a foreign currency may be signed by the President of the Foundation or the Vice President of the Foundation.
- regarding amounts over PLN 10,000.00. (say – ten thousand zlotys) or its equivalent in currency, a signature of two members of the Management Board acting jointly, including the President of the Foundation or the Vice President of the Foundation, is required.
Changes in the statute of the Foundation are made by the Foundation Council by an absolute majority of votes, with at least half of the members entitled to vote.
- The Foundation may merge with another foundation to effectively achieve its goals.
- A merger with another foundation may not take place if it could significantly change the purpose of the Foundation.
- In matters of merger with another foundation, the decision shall be taken at the request of the Board by the Foundation Council, by an absolute majority of votes, in the presence of at least half of the members entitled to vote.
- The Foundation shall be liquidated if it achieves the purposes for which it was established or if its funds and assets run out.
- The Foundation’s Management Board shall notify the competent minister about the liquidation of the Foundation.
- The liquidation decision is made by the Foundation Council, by an absolute majority of votes, in the presence of at least half of the members entitled to vote.
- Financial resources and assets left after the liquidation of the Foundation may be allocated by virtue of a resolution of the Foundation Council to organizations operating in the Republic of Poland with similar goals. During the liquidation of the Foundation, the Founders have the right to recover any financial contribution and assets invested in the Foundation during its operation.
- In matters not covered by this Statute, the provisions of the Act of April 6, 1984 shall apply. about foundations.
- The statute shall enter into force on the day the Foundation is registered by the Registry Court in Wrocław.