HUMANDOC FOUNDATION’S STATUTE FROM 9TH SEPTEMBER 2019

General provisions

§ 1

1. HUMANDOC Foundation, hereinafter referred to as the Foundation, acts in compliance with the Act on Foundation of 6th April 1984 as well as the provisions of this Statute. 2. The Foundation was established by Mateusz Mularski, Urszula Laskowska, Dominika Springer, hereinafter referred to as the “Founders”, on the basis of the notary act no. 212/2010 by notary Aldona Czamarska in the notarial office in Warsaw, Konduktorska Street 4/29, on 8th February 2010.

§ 2

The Foundation is a legal entity.

§ 3

1. The Foundation uses a seal with the name of the Foundation. The seal may also include the logo of the Foundation.
2. The Foundation may use the translation of its name.

§ 4

The headquarters of the Foundation are located in Opole.

§ 5

1. 1. Foundation’s activities encompass the territory of the Republic of Poland and beyond, in accordance with the Polish law and the law applicable for the territory of current activities.
2. In order to perform its statutory tasks, the Foundation has the right to establish permanent and temporary field branches and specialized branches.
3. The Foundation is subordinated to the Polish Ministry of Culture and National Heritage.

§ 6

Foundation’s period of operation shall be unlimited.

Foundation’s mission

§ 7

In the conviction that too little attention is paid to social problems on the Polish media market and due to the lack of reliable information regarding the activities is a very dynamically developing NGO sector in Poland, the Foundation has become a platform, where professionals from television, radio and press media together with persons working in non-governmental organizations, jointly create education, informational, promotional projects of audiovisual or press character, with a social or artistic dimension, and conduct social and artistic activities included in the Foundation’s statutory goals.

Objectives and principles of the Foundation’s activities

§ 8

The main objective of the Foundation is supporting education and development of communities (including the Polish community), and in particular:
a) building cooperation for development with developing countries;
b) raising awareness and broadening the knowledge of global education among different societies;
c) ensuring equal access to education, culture, information and art;
d) promoting sustainable development, environmentally friendly behaviors, protecting animals’ rights as well as natural heritage;
e) promoting education for the security of the cultural and national heritage;
f) conducting activities for the national activities and cultural diversity;
g) popularizing and protecting the rights of persons with disabilities or medical conditions, veterans or the disadvantaged or socially excluded;
h) promoting the employment and vocational activation as well as equalizing development opportunities through supporting talented youth;
i) conducting activities aimed at supporting the entrepreneurship, in particular among women, the elderly and the socially excluded;
j) promoting European integration, developing contact network and cooperation between societies;
k) popularizing freedom, Human Rights, civil liberties protection, as well as the activities supporting the development of democracy and strengthening structures of civil societies;
l) protecting and promoting health, including healthy and safe lifestyle, popularizing physical culture and sport;
m) supporting voluntary activities.

§ 9

The Foundation seeks to achieve its objectives through:
1. Producing media materials and social campaigns of society-involved content;
2. Enabling contact and information exchange between media and NGO sectors, as well as between governmental and non-governmental entities;
3. Bringing help, development and humanitarian aid in particular, in developing countries;
4. Popularizing global education, including the introduction of global education to educational system;
5. Organizing cultural events (such as festivals, concerts, meetings, workshops, debates, panels, performances, sport competitions, exhibitions of works by young artists and other artistic and educational events);
6. Providing in-kind, personal and financial support aimed at equalizing opportunities for women, persons new on the job market, the socially excluded, veterans and persons with disabilities;
7. Providing in-kind, personal and financial support to foster the development of outstanding individuals, including talented youth, independent athletes, scientists, artists and academics;
8. Organizing voluntary work and outings for the volunteers;
9. Exchanging experiences with other countries through cooperation with foreign non-governmental organizations and media organizations of a similar profile;
10. Providing assistance in terms of technology, trainings and information to other NGOs and entities acting in accordance with the Act on Public Benefit Activity and Volunteerism.

§ 10

1. In order to achieve its objectives, the Foundation may support the activities of other persons or institutions that have concurrent objectives.
2. In order to achieve its objectives, the Foundation may participate in joined projects with other governmental or non-governmental organizations, media institutions and other entities.

The Foundation’s Property and Income

§ 11

The Foundation’s capital is comprised of the statutory fund in the amount of 2100 PLN (two thousand one hundred Polish zloty), whereby the amount of 1000 PLN (one thousand zloty) is allocated in the economic activities and other fixed assets acquired by the Foundation during its operation.

§ 12

1. The Foundation’s income may be comprised of:
a) donations, inherited property, bequests;
b) grants and subsidies for legal entities;
c) income from fundraising;
d) income from the Foundation’s Property;
e) bank interests;
f) revenue from economic activities.
2. In the case of inheritance, the Board of the Foundation shall decide by majority of votes on acceptance of the succession under benefit of inventory only if in the time of submitting a statement it is clear the inherited assets substantially exceed any possible debt on the legacy.
3. In cases of accepting donations and inheritance, declarations required by law shall be submitted by the Foundation’s Management Board.
4. Income derived from the Foundation’s assets shall be allocated to the implementation of statutory objectives and to cover the costs of the Foundation’s activities.

§ 13

1. The Foundation may conduct business activity on general principles, specified in separate regulations.
2. The Foundation conducts business activities only to the extent which serves the purpose of statutory objectives.
3. The Foundation may run a business activity in the area of (according to the Polish Classification of Activity PKD):
a) makings films, video recordings and TV programs (PKD 59.11.Z)
b) postproduction connected with films, recordings, video recordings and TV programs (PKD 59.12.Z)
c) distribution of films, video recordings and TV programs (PKD 59.13.Z)
d) film screenings (PKD 59.14.Z)
e) copying films (excluding reproduction of films on order to ensure Cinema distribution), video cassettes, CDs or DVDs made from the original issue (PKD 18.20.Z)
f) retail sale of video cassettes, CDs and DVDs (PKD 47.63.Z)
g) wholesale of recorded video cassettes, CDs, DVDs (PKD 46.43.Z)
h) issuing newspapers (PKD 58.13.Z)
i) issuing magazines and other periodicals (PKD 58.14.Z)
j) publishing books (PKD 58.11.Z)
k) other publishing activities (PKD 58.19.Z)
l) activities related to sound and music recording (PKD 59.20.Z)
m) advertising activities (PKD 73.11.Z)
n) activities related to organizing fairs, exhibitions and congresses (PKD 82.30.Z)
o) various forms of out-of-school artistic education (PKD 85.52.Z)
p) activities related to translation (PKD 74.30.Z)
q) retail sales conducted by mail order houses or the Internet (PKD 47.91.Z)
r) scientific research and development work in the field of social sciences and humanities (PKD 72.20.Z)
s) market and public opinion research (PKD 73.20.Z)
4. Business activities may be conducted by the Foundation itself or by other organizational entities created by the Foundation.
5. The Foundation shall conduct its financial economy and accounting records in compliance with valid regulation of Polish Law.

§ 14

While managing the Foundation’s fortune, forbidden shall be:
a) granting loans or securing liabilities of the Foundation’s assets towards the members of bodies or employees and persons with whom the members of organs or employees are married, or in a relationship or affinity in a straight line, relationship or affinity to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “close relatives”.
b) transferring the Foundation’s assets to the members of bodies or employees and their relatives on terms other than in relation to third parties
c) using the Foundation’s assets for members of bodies or employees and their relatives on a basis other than in relation to third parties.

The Foundation’s Authorities

§ 15

The governing body of the Foundation is the Board of the Foundation.

The Foundation’s Board

§ 16

1. The Board of the Foundation is the governing body of the Foundation, which has full competences in terms of conducting the Foundation’s activities.
2. The Board of the Foundation consists of at least two persons.
3. The Board of the Foundation shall be chosen for a term. The term of the Board shall last 4 years.
4. A Board Member may hold their function longer than one term if appointed again.
5. Termination of Board Membership occurs upon handing in a letter of resignation in a written form to another Board Member, expiry of the term, dismissal by the Founders or death of a Board Member.
6. New Board Members shall be chosen by at least two members by a separate resolution. Each of the Foundation has the right to appoint at least one new Board Member, however, the new member must be approved by the Founders by the majority of votes. Should any of the Board Members fail to participate in the voting, their decision shall be interpreted as the approval of the newly appointed members.
7. The Founders have the right to appoint a Board Member from the former Board Members.
8. The Founders have the right to dismiss with the majority of votes with immediate effect any Board Member, who fails to fulfil their obligations or who acts to the detriment of the Foundation. In the case of dismissal, the Foundation shall be obliged to appoint a new Board Member, only in the case when there are less than two remaining Board Members.
9. Board Members appoint the President of the Board by a separate regulation. The selection of the new President of the Board shall take place by the majority of votes.
10. Regulations and decisions of the Board shall be made by a simple majority. In the case of equal number of votes, the President of the Foundation shall have the deciding vote.
11. The President of the Board may convene a meeting of the Board on his/her initiative, or upon demand of any of the Board Members.
12. The Board may pass resolutions provided that at least two persons participate in the meeting.
13. All Members of the Board must be notified about the meeting.
14. The President of the Board and Board Members may receive remuneration for fulfilling their function.
15. Declaration of will in terms of the fulfilment of the employer’s duties shall be made by the Board Member.
16. The Board of the Foundation has the right to pass decisions regarding any changes in the Foundation’s statute, change of the Foundation’s name, the Foundation’s seat, as well as to appoint steady and regional offices, to change its goals or rules regarding its activities, form of representation, merging with another foundations or liquidation of the Foundation. Decisions regarding the above-mentioned matters must be approved unanimously by all Board Members.

§ 17

1. The Board shall be responsible in particular for:
a) setting main directions of the Foundation’s activities;
b) supervising the Foundation’s activities;
c) passing annual action plans and financial plans for the Foundation;
d) passing terms and conditions;
e) managing the Foundation’s fortune;
f) deciding about the number of employees and the amount of remuneration for the Foundation’s employees;
g) accepting donations, inheritance, subsidies;
h) representing the Foundation outside;
i) initiating changes in the Statute, merger with another Foundation, liquidating the Foundation;
j) employing, dismissing employees and setting the amount of their remuneration;
k) preparing and announcing annual financial statement in accordance with applicable accounting regulations;
l) appointing plenipotentiaries to conduct specific area of the Foundation’s tasks.

Method of Representation

§ 18

1. Declarations of will on behalf of the Foundation, as well as in any matters related to labor law and cases related to incurring financial liabilities may be submitted by one member of the Board.
2. Regarding changes in the Foundation’s statute, changes to the name and seat of the Foundation and appointment of permanent and temporary field offices, changes to the objectives and principles of the Foundation, the Foundation’s mission, way of representation, merger with another foundation and liquidation of the Foundation the decision must be taken unanimously by the Management Board.

Merger with another foundation

§ 19

1. The Foundation may merge with another foundation in order to perform its tasks effectively.
2. Merger with another foundation shall be prohibited if it means significant changes to the statutory goals of the Foundation.

§ 20

In all matters regarding a possible merger with another foundation, the decision must be made unanimously by the Board.

Liquidating the Foundation

§ 21

1. The Foundation may be liquidated if it has achieved all goals, for which it was founded or if its financial means and fortune have been exhausted or if the Board has reached such decision.
2. Liquidators of the Foundations shall be appointed and dismissed by the Board.

§ 22

The decision regarding liquidating the Foundation shall be made by the Board through a unanimous resolution.

§ 23

Financial means and fortune of the Foundation after its liquidation may be donated by the resolution of the Board to other foundations in the Republic of Poland with similar statutory goals.