Email: [email protected]UL. TECHNOLOGICZNA 2, 45-839 OPOLE
EMS PLEMS PLFundacja EMS PL

Statute

Date: 29/05/2016

Translation pending legal review. The Polish text is the binding version.

STATUTE OF THE EMS PL FOUNDATION

I. GENERAL PROVISIONS

§ 1

1. The foundation named EMS PL, referred to below as the Foundation, is established by Adam Olszewski, referred to below as the Founder, by a notarial deed drawn up by Grzegorz Gębała at the Notarial Office in Opole, ul. Żeromskiego 1, on 12 May 2016.

2. The Foundation operates under the Foundations Act of 6 April 1984 (consolidated text: Journal of Laws of 1991, No. 46, item 203, as amended) and this Statute.

§ 2

The Foundation has legal personality.

§ 3

The Foundation’s registered office is Opole.

§ 4

The Foundation is supervised by the Minister of Health.

§ 5

1. The Foundation works on the territory of the Republic of Poland.

2. In order to carry out its statutory purposes properly, the Foundation may also work outside the Republic of Poland.

§ 6

The Foundation may set up centres, offices, establishments and branches, and it may join companies and other foundations.

§ 7

The Foundation uses a seal stating its name, registered office and address, and a graphic mark. The Board will adopt the design in the first year of activity.

§ 8

The Foundation may establish badges and honorary medals and award them, together with other prizes and distinctions, to natural and legal persons who have served the Foundation.

II. PURPOSES AND HOW THEY ARE PURSUED

§ 9

The purposes of the Foundation are: rescue and protection of the public; help for victims of disasters, natural catastrophes, armed conflict and war, in Poland and abroad; protection and promotion of health; science, education, schooling and upbringing; recruitment and training of rescue staff; protection of nature; promotion of physical culture and sport; charitable work; care, cultural, scientific, research-and-development, sports and tourism activity directed to those purposes; promotion and organisation of volunteering; cooperation with institutions that work professionally in rescue and public protection; contact and exchange of experience with other organisations of the same or a similar profile, in Poland and abroad; cooperation, for the purposes above, with all administrative bodies, local-government units and their associations, social, economic and scientific organisations, and the public services.

§ 10

In pursuing its purposes, the Foundation may carry out the following activities. The names below are the official Polish PKD labels, kept as in the statute:

  • Paramedical activity (PKD 86.90.D)
  • Ambulance service activity (PKD 86.90.B)
  • Practice of nurses and midwives (PKD 86.90.C)
  • Other human health activities, not elsewhere classified (PKD 86.90.E)
  • Media representation for advertising in other media (PKD 73.12.D)
  • Advertising agencies (PKD 73.11.Z)
  • Media representation for advertising in printed media (PKD 73.12.B)
  • Media representation for advertising in electronic media (Internet) (PKD 73.12.C)
  • Data processing, hosting and related activities (PKD 63.11.Z)
  • Publishing of directories and mailing lists (PKD 58.12.Z)
  • Publishing of newspapers (PKD 58.13.Z)
  • Publishing of journals and periodicals (PKD 58.14.Z)
  • Other publishing (PKD 58.19.Z)
  • Sound recording and music publishing (PKD 59.20.Z)
  • Web portals (PKD 63.12.Z)
  • Freight transport by road (PKD 49.41.Z)
  • Book publishing (PKD 58.11.Z)
  • Manufacture of paper stationery (PKD 17.23.Z)
  • Other printing (PKD 18.12.Z)
  • Reproduction of recorded media (PKD 18.20.Z)
  • Manufacture of medical and dental instruments and supplies (PKD 32.50.Z)
  • Sale, maintenance and repair of motorcycles and related parts and accessories (PKD 45.40.Z)
  • Wholesale of pharmaceutical and medical goods (PKD 46.46.Z)
  • Non-specialised wholesale trade (PKD 46.90.Z)
  • Other retail sale in non-specialised stores (PKD 47.19.Z)
  • Retail sale via mail-order houses or the Internet (PKD 47.91.Z)
  • Urban and suburban passenger land transport (PKD 49.31.Z)
  • Other passenger land transport, not elsewhere classified (PKD 49.39.Z)
  • Renting and leasing of cars and light motor vehicles (PKD 77.11.Z)
  • Research and experimental development on natural sciences and engineering (PKD 72.19.Z)
  • Motion picture, video and television programme distribution (PKD 59.13.Z)
  • Specialist medical practice (PKD 86.22.Z)
  • General medical practice (PKD 86.21.Z)

§ 11

To achieve its purposes, the Foundation may support other legal and natural persons whose activity matches its statutory purposes.

III. ASSETS AND INCOME

§ 12

The Foundation’s assets are the founding fund of 1,000.00 zł (one thousand złoty), stated in the notarial deed of establishment, which is the Founder’s cash contribution, together with the funds, real property and movables acquired by the Foundation in the course of its work.

§ 13

The Foundation is liable for its obligations with all of its assets.

§ 14

1. Funds for the Foundation’s purposes may come from: (1) donations, inheritances and bequests; (2) grants, subsidies, contracts, public funds, grants and commissioned services; (3) income from public collections and events; (4) movable and immovable property acquired by the Foundation or used by it; (5) income from property rights transferred to the Foundation; (6) interest on deposits and securities; (7) dividends and profits from shares in commercial companies; (8) inheritances and funds from private or institutional generosity; (9) redundant or worn-out tangible assets transferred under a regulation of the Council of Ministers.

2. The Foundation must not: (1) make loans or secure obligations with its assets for members of its bodies or employees, or for people close to them (a spouse, a cohabiting partner, relatives or in-laws in the direct line, relatives or in-laws in the collateral line to the second degree, or people linked by adoption, care or guardianship); (2) transfer the Foundation’s assets to members of its bodies, employees or people close to them on terms other than those for third parties, in particular free of charge or on preferential terms; (3) use the Foundation’s assets for members of its bodies, employees or people close to them on terms other than those for third parties, unless that use follows directly from the organisation’s statutory purpose; (4) buy goods or services on special terms from entities in which members of the Foundation’s bodies, employees or people close to them take part.

3. Unpaid and paid public-benefit activity must be separated in the accounts so that income, costs and results can be identified, subject to accounting law. The same applies where public-benefit activity is separated organisationally.

§ 15

1. The Foundation’s income is used entirely for its statutory purposes.

2. Income from grants, donations, inheritances and bequests may be used for all of the Foundation’s purposes, unless the donor decided otherwise.

§ 16

If the Foundation is called to an inheritance, the Board accepts it with the benefit of inventory only when, at the time of the declaration, it is obvious that the assets substantially exceed the debts.

§ 17

Natural and legal persons who make a one-off or total donation or grant of at least 5,000 zł (five thousand złoty), or the equivalent in foreign currency for people abroad, receive the title of sponsor of the Foundation if they wish.

§ 18

The title of sponsor is personal.

IV. BODIES AND ORGANISATION

§ 19

The bodies of the Foundation are the Foundation Council and the Foundation Board. The office of member of the Council and of the Board cannot be combined. Resolutions are passed by a simple majority in the presence of at least half of the members, unless the statute says otherwise. If the vote is tied, the chair of the meeting has the casting vote.

§ 20

1. The Council has three to five members, appointed and dismissed by the Founder.

2. The Council is appointed for an indefinite term and the Founder may dismiss it, in whole or as to any member, at any time.

3. The Council elects a chair, a deputy chair and a secretary from among its members.

4. Members of the Council serve unpaid. The Foundation covers the cost of their work.

§ 21

1. The Council supervises the main directions of the Foundation’s work; makes proposals about that work; gives opinions on annual and multi-year programmes; gives opinions on matters put to it by the Board; appoints and dismisses ad hoc committees of the Council and sets their tasks; inspects the Board; gives opinions on the Foundation’s internal organisation and on the Board’s rules of procedure; raises funds and gifts in kind; initiates new ways of pursuing the statutory purposes; considers and approves the Board’s reports and grants discharge; proposes and gives opinions on changes to the Statute; awards badges, honorary medals and other distinctions to sponsors and people who have served the Foundation.

2. For its inspection, the Council may require the Board to produce any document about the Foundation’s work, and may require Board members to give written or oral explanations.

3. Members of the Council must not be members of the Board or be related to them, be their in-laws, or be subordinate to them by employment; must not have a final conviction for an intentional offence; and must not receive, for serving on the Council, reimbursement or pay higher than the limit in Article 8 point 8 of the Act of 3 March 2000 on remuneration of persons managing certain legal entities.

§ 22

1. The Council meets when called by the Founder or the chair, at least once a year.

2. A representative of the Board may attend in order to give explanations.

§ 23

Council resolutions are passed by a simple majority. At least half of the members must be present, including the chair or the deputy chair.

§ 24

1. People and representatives of organisations whose work matches the Foundation’s purposes may be invited to Council meetings.

2. Their participation is advisory.

§ 25

1. The Board has three to five members, appointed and dismissed by the Founder.

2. The Board is appointed for an indefinite term. The Founder may dismiss it, in whole or as to any member, at any time.

3. When appointing the Board, the Founder states the office each person holds.

4. The President directs the Board’s work.

§ 26

1. The Board directs the Foundation.

2. In matters not reserved to other bodies or to the Founder, the Board directs all of the Foundation’s affairs and decides them. In particular it carries out the statutory activity, manages assets and income, decides how financial and material resources are divided, and resolves how income is used.

§ 27

The Board also prepares annual and multi-year plans; reports on the Foundation’s work; accepts subsidies, donations, inheritances and bequests; sets staffing and the funds for employees’ pay; directs day-to-day work; is responsible for the statutory purposes and for the financial result; decides on joining companies and foundations; and proposes changes to the statute.

§ 28

Each member of the Board may represent the Foundation alone. Obligations above 1,000 zł require two members acting jointly, including the President. The Polish text says “Prezea” at this point; the surrounding articles use “Prezes”.

§ 29

The Board passes resolutions by a simple majority. At least half of the members must be present, including the President or the Vice-President.

§ 30

The Board meets as needed, and at least once a year.

§ 31

Board members may be employed by the Foundation. The Founder sets their pay. The Board sets the pay of people who support the Foundation’s work, by resolution.

CHANGING THE STATUTE

§ 32

A change to the statute must not make a material change to the Foundation’s purposes.

§ 33

The Founder decides on a change to the statute, on a motion adopted by a resolution of the Board.

FINAL PROVISIONS AND LIQUIDATION

§ 34

To achieve its purposes, the Foundation may merge with another foundation.

§ 35

A merger must not go ahead if it would change the Foundation’s purpose.

§ 36

The Foundation is liquidated if the purposes for which it was created have been achieved, or if its financial and material resources are exhausted.

§ 37

The Council decides on liquidation by a majority of 9/10 of its statutory membership. Assets left after liquidation may be used for the tasks set out in the statute, or given to other non-governmental organisations.

§ 38

The liquidator is the Board, or a member of the Board designated by it. The liquidator collects what is owed to the Foundation, pays its obligations, and then transfers the remaining assets to purposes that match the Foundation’s purposes.

§ 39

Each year, by 31 March, the Foundation files a report on its work in the previous year.

§ 40

The statute takes effect on the day of registration.

Adam Olszewski, Founder of the Foundation.