Statute of the Let’s Be USAWA Foundation

of 23.06.2022

 

Chapter I. General provisions

§ 1

1. The Let us be USAWA Foundation, hereinafter referred to as the Foundation, operates on the basis of the Act of 6 April 1984 on Foundations and the provisions of this Statute.

2. The Foundation operates under the name: Let us be USAWA Foundation.

3. The Foundation was established by a company under the name SAWA LOGISTICS” limited liability company with its registered office in Warsaw (address: Białołęcka Street, No. 233, 03-253 Warsaw, REGON: 141906174, NIP: 5242682187), entered into the Register of Entrepreneurs of the National Court Register under KRS number 0000332841, hereinafter referred to as the “Founder”, on the basis of a statement submitted in the form of a notarial deed drawn up by a notary Agnieszka Siedlecka in a notary office in Warsaw, Grzybowska 80/82, on June 23, 2022.

 

§ 2

1. The seat of the Foundation shall be in Warsaw.

2. The duration of the foundation is indefinite.

3. The area of the Foundation’s activity is the entire area of the Republic of Poland, however, to the extent necessary for the proper implementation of the objectives, the Foundation may also conduct activities outside the Republic of Poland.

4. The Foundation may be a member of domestic and foreign organizations with a similar profile of activity and may cooperate in the implementation of statutory tasks with other organizations, institutions and natural and legal persons in The country and abroad.

 

§ 3

1. The Foundation shall have legal personality.

2. Supervision over the Foundation shall be exercised by the minister competent for social security.

 

§ 4

The Foundation may establish certificates, badges and award them together with other awards and distinctions to natural and legal persons meritorious for the Foundation, contributing to the achievement of the Foundation’s objectives.

 

Chapter II. Objectives of the principle, forms and scope of the Foundation’s activities

 

The Foundation shall be established for the pursuit of the following socially or economically useful objectives consistent with the fundamental interests of the Republic of Poland:

1. Activities in the field of care and social assistance, in particular: organizing humanitarian aid for African countries and Ukraine, support for refugees and migrants from Ukraine staying in Poland.

2. Activities in the field of health care, in particular support for hospices.

3. Activities in the field of science, education and upbringing, including in particular support for the education of children in Africa, building awareness of students in Polish schools about the situation in Africa, supporting sports-talented youth.

4. Environmental activities: building awareness of climate change and its impacts;

 

§ 5

The Foundation pursues and organizations in Africa;

d. organization of actions to support schools in Africa in Polish schools;

e. conducting public collections;

f. organizing training for children and young people;

g. organizing meetings, discussion panels;

h. organizing cultural, recreational and sports events;

i. undertaking the implementation of public tasks to the extent consistent with the statutory objectives of the Foundation;

2. Conducting paid public benefit activities in the following scope:

a. Organizing educational trips to Africa.

 

§ 6

1. The Foundation may conduct business activity in a size that serves to achieve its objectives.

2. The subject of the Foundation’s economic activity in accordance with the Polish Classification of Activities is:

a. (PKD 73.11.Z) – activities of advertising agencies;

b. (PKD 73.1) – advertising;

c. (PKD 47.78.Z) – retail sale of other new products carried out in specialized stores;

d. PKD 47.91.Z – retail sale conducted by mail order houses or the Internet;

e. PKD 47.19.Z – other retail sales conducted in non-specialized stores;

f. PKD 58 – publishing activity;

g. PKD 85.59.B – Other extracurricular forms of education, n.e.c.

Chapter III. Assets and income of the Foundation

 

§ 7

The Foundation’s assets consist of:

1. a founding fund in the form of money, intended for the implementation of the objectives selected by the Foundation in the amount of PLN 1,000.00 (one thousand zlotys), which will constitute the Foundation’s founding fund;

2. a fund in the form of cash intended for conducting business activity by the Foundation in the amount of PLN 1,000.00 (one thousand zlotys);

3. other property acquired by the Foundation in the course of its operation.

 

§ 8

The Foundation’s revenues come from:

1. donations, inheritances, bequests,

2. grants and subsidies from legal persons or other entities, including from public and Union funds,

3. public collections,

4. the assets of the foundation,

5. interest and bank deposits,

6. business activity,

 

3. All revenues obtained by the Foundation shall be allocated exclusively to statutory activities.

 

Chapter IV. Organs of the Foundation

 

§ 9

1. The obligatory organs of the Foundation are:

a. the Management Board of the Foundation, hereinafter referred to as the “Management Board”,

b. Founder.

2. The optional body of the Foundation shall be the Council of the Foundation, hereinafter referred to as the ‘Council’.

 

1. The Management Board consists of 2 (two) or more members, appointed by the Founder for a definite or indefinite period.

2. The Founder may decide to entrust the performance of specific functions by individual members of the Management Board. This applies in particular to the functions of the President of the Management Board and the Vice-President of the Management Board.

3. Membership of the Management Board shall cease as a result of:

a. submitting a written resignation to the Founder,

b. loss of civil rights as a result of a conviction by a final court judgment for a crime committed intentionally,

c. death of a member of the Management Board,

d. appeal by the Founder.

4. The Management Board in its entirety or each of its members may be dismissed by the Founder.

 

§ 11

1. The Management Board manages the activities of the Foundation and represents it externally.

2. The competences of the Management Board shall include, in particular:

a. managing the day-to-day activities of the Foundation,

b. implementation of statutory objectives,

c. drawing up work plans and budgets,

d. managing the Foundation’s assets,

e. representing the Foundation externally,

f. employing employees and determining the amount of their remuneration.

 

§ 12

1. The Management Board shall meet as necessary.

2. Meetings of the Management Board shall be convened by a member of the Management Board, sending information about the date by e-mail, and in the absence of such a possibility by registered mail, at least 5 days before the planned meeting.

3. All other members of the Management Board must be informed of the meeting.

4. Meetings of the Management Board may also be held by means of distance communication, including in particular through a videoconferencing application. In this case, the minutes of the meeting shall be drawn up in electronic form and shall be accompanied by a qualified signature, a trusted signature or the personal signature of the President of the Management Board or another member of the Management Board indicated during the meeting.

5. Meetings of the Management Board may be held without a formal convocation, provided that all members of the Management Board participate in them.

6. Resolutions of the Management Board may be adopted outside the meeting, provided that all members of the Management Board agree to the content of the resolution in writing or by submitting a qualified signature, a trusted signature or a personal signature under the content of the resolution.

7. The Management Board shall take decisions in the form of resolutions by a simple majority of votes in the presence of at least half of its members, unless the Statutes provide otherwise. In the event of an equal distribution of votes, the president of the Management Board shall have the casting vote.

 

Founder

 

§ 13

1. The Founder is the company indicated in §1 section 3 of these Articles of Association.

2. The competences of the Founder include, in addition to the matters indicated in this Statute, consideration and approval of the Foundation’s financial statements and management board reports on activities, as well as adopting resolutions on the allocation of a positive financial result or covering a loss.

3. The Founder shall have the right to inspect the Foundation’s accounts and the documents constituting the basis for entry in the books, as well as the right to make copies or extracts from books or documents.

4. In the event of events giving rise to the succession of rights and obligations, such as, in particular, transformation, merger or division, the rights and obligations of the Founder specified in the Statutes shall be taken over by the legal successor.

5. The Founder’s resolutions are adopted in writing or by submitting a qualified signature, a trusted signature or a personal signature under the content of the resolution.

 

Foundation Council

 

§ 14

1. The Council shall be an optional body. The establishment of the Council is decided by the Founder in the form of a resolution.

2. The Council shall be the controlling and opinion-giving body of the Foundation.

3. The Council shall consist of 3 to 6 members and shall be elected for a term of five years. The Council shall elect from among its members the President of the Council, who shall direct its work.

4. Members of the Council shall be appointed and dismissed by the Founder.

5. In particularly justified cases, the dismissal of a member of the Council and thus deprivation of his membership in the Council may take place as a result of a resolution adopted unanimously by the other members of the Council.

6. Membership of the Council may not be combined with membership of the Management Board.

7. Membership of the Council shall cease as a result of:

a. voluntary resignation, submitted in writing to the Chairman of the Council, and in the case of the Chairman of the Council – to the Founder;

b. loss of civil rights as a result of a conviction by a final court judgment for a crime committed intentionally,

c. appeal by the Founder,

d. death of a member.

 

§ 15

1. The tasks of the Foundation Council include:

a. setting the main directions of the Foundation’s activity,

b. supervision and control over the activities of the Foundation, in particular control of the Foundation’s assets,

2. Each member of the Council shall have the right to inspect the Foundation’s accounts and the documents on which entry in the books is based, as well as the right to make copies or extracts from books or documents.

 

§ 16

1. The Council shall meet at least once a year.

2. The Board shall be convened by the Chairman of the Board on his own initiative or at the request of the Management Board, either in writing or by e-mail.

2. The Council shall take decisions in the form of resolutions by a simple majority of votes, in the presence of at least half of its members, unless further provisions provide otherwise. In the event of a tie, the President shall have the casting vote.

3. A meeting of the Council may be convened in an extraordinary manner to consider a matter of a special nature, on the initiative of the Management Board or at the written request of the Chairman of the Board or at least two of its members.

4. An extraordinary meeting of the Council shall be convened no later than 14 days from the date of the request.

5. Each of the ordinary members of the Council shall have one vote.

6. Meetings of the Council shall be chaired by the Chairman or a member of the Council designated by him.

7. The Council may also meet by means of distance communication, including in particular by means of a videoconferencing application. In this case, the minutes of the meeting shall be drawn up in electronic form and shall be accompanied by a qualified signature, a trusted signature or the personal signature of the Chairman of the Board or another member of the Board indicated during the meeting.

8. Meetings of the Council may be held without a formal convocation, provided that all members of the Council participate in them.

9. Resolutions of the Council may be adopted outside the meeting, provided that all members of the Council agree to the content of the resolution in writing or by submitting a qualified signature, a trusted signature or a personal signature under the content of the resolution.

 

Method of representation and incurring property liabilities

 

§ 17

Each Member of the Management Board is entitled to independent representation of the Foundation.

 

Chapter. V. Final provisions

 

§ 18

1. Changes in the Statute of the Foundation shall be made by the Founder in the form of a resolution.

2. The amendment may concern the objectives set out in the constituent act.

 

§ 19

1. The Foundation may merge with another Foundation for the effective pursuit of its objectives.

2. A merger with another foundation may not take place if it could result in a significant change in the purpose of the Foundation.

3. In matters of merger with another foundation, the decision is made by the Founder in the form of a resolution.

 

§ 20

1. The Foundation shall be wound up if the objectives for which it was established are achieved or if its financial resources and assets are exhausted.

2. The decision on liquidation shall be made by the Founder in the form of a resolution.

3. Liquidations shall be carried out by liquidators appointed and dismissed by a resolution of the Founder.

4. In the course of liquidation, the company shall be represented by liquidators. Each of the liquidators is entitled to independent representation of the Company.

5. The End of liquidation shall be decided by the Founder in the form of a resolution. After the liquidation is completed, the liquidators are obliged to submit an application to the registry court for the removal of the Foundation from the registers.

6. Liquidators shall notify the minister competent for social security of the liquidation of the Foundation.

7. The funds and assets remaining after the liquidation of the Foundation may be allocated by virtue of the Founder’s resolution to organizations operating in the Republic of Poland with similar goals.

8. The financial year and tax year of the Foundation shall be the calendar year, with the first financial year and the tax year ending on 31 December 2022.

 

Robert Ryszard Sadowski

Ceo

in the name and on behalf of “SAWA LOGISTICS” sp. z o.o