The Well of Hope Foundation

Charter

CHARTER OF THE WELL OF HOPE FOUNDATION

Chapter 1

General Provisions

§ 1

The Foundation operating under the name “The Well of Hope”, hereinafter referred to as the “Foundation”, established by Wojciech Fabrycki, Paweł Wojciech Gieryński, Paweł Jakubowski, Borysław Czyżak, Wojciech Maria Starowieyski and Maciej Heydel, hereinafter referred to as the “Founders”, by the notarial deed drafted by Notary, Paweł Zbigniew Cupriak, the Notary Public Office in Warsaw, at ul. Grzybowska 2 lok. 26B, dated 16 April 2008, Repertorium A no 4732/2008, acts on the basis of provisions of the Act dated 6 April 1984 on Foundations (Journal of Laws of 1991, No 46, item 203, as amended) as well as the provisions of this Charter.

§ 2

The Foundation holds a legal capacity.

§ 3

The registered office of the Foundation is located in Warsaw.

§ 4

1. The Foundation may act in the Republic of Poland and abroad.
2. The Foundation does not carry out business activity.
3. The Foundation’s activity is supervised by the Ministry of Health.

§ 5

The Foundation may establish honorary awards and grant them, along with any other prizes and distinctions, to private individuals and legal persons who rendered great service in respect of the objectives accomplished by the Foundation or the Foundation itself.

Chapter 2

Objectives and Rules of the Foundation’s Activity

§ 6

The objective of the Foundation is to organize and provide humanitarian and development assistance, as well as charity and socially useful help, also to undertake actions with the aim being to provide people with the access to drinking water.

§ 7

The Foundation accomplishes its objectives through:

  • reviewing and collecting information of assistance needed;
  • acquiring, transporting and distributing assistance resources;
  • arranging funds (including public collection of money) to be allocated for the implementation of the Foundation’s objectives, including the arrangement of the funds to be used for building and improving a melioration and water supply system and building wells;
  • monitoring the implementation of projects;
  • undertaking actions supporting the development of local societies, self-governing communities, non-governmental organizations as well as other institutions;
  • cooperating with other institutions, organisations and persons to achieve its objectives.

§ 8

To accomplish its objectives, the Foundation can support the activity of other legal persons and private individuals which corresponds to its objectives.

Charter 3

Assets and Income of the Foundation

§ 9

The Foundation’s assets include the founding fund in the amount of PLN 30.000 and the funds, properties and movables acquired by the Foundation during its activity.

§ 10

The Foundation’s income is in particular generated from:

  • gifts, inheritance, bequests,
  • donations and subsidies,
  • income on collections of money and public events,
  • income on the Foundation’s assets.

§ 11

Income on subsidies, gifts, inheritance and bequests can be allocated only for the activity of the Foundation referred to in this Charter.

Chapter 4

Bodies of the Foundation

§ 12

1. The bodies of the Foundation are:

  • The Council of the Foundation,
  • The Board of Directors of the Foundation.

§ 13

  • The Council of the Foundation is a controlling body of the Foundation that renders opinions.
  • The Council of the Foundation consists of 6 to 9 members and is elected for a three-year term of office.
  • In compliance with the Charter, the Council of the Foundation comprises Founders or persons appointed by the Founders, referred to as a Founder’s Representative (each Founder who does not sit at the Council of the Foundation may appoint one Representative of the Founder to the Council).
  • The Council appoints the Chairman of the Council from its members who will chair its works.
  • Members of the first Council of the Foundation are appointed by the Founders. Other members of the Council of the Foundation instead of persons who have ceased to perform this function or to extend the composition of the Council of the Foundation are appointed by the Founders.
  • A member of the Council of the Foundation may be dismissed by a resolution adopted by a majority of at least 2/3 of the votes of the Founders. The Founders and Representatives of the Founders cannot be deprived of membership in the Council of the Foundation on the basis of the resolution of the Founders.
  • Membership in the Council of the Foundation expires as a result of:
    • a voluntary resignation filed in writing to the Chairman of the Council of the Foundation,
    • a loss of civil rights due to being convicted by a legally binding and final court decision for a crime committed deliberately,
    • a death of a member of the Council of the Foundation.
  • In the case of expiry of the Founder’s Representative membership in the Council of the Foundation for the reasons specified in section 7, his mandate is taken by the Founder or other Representative of the Founder.
  • One person shall not be a member of the Council of the Foundation and the Board of Directors.
  • Members of the Council of the Foundation shall not be relatives of members of the Board of Directors, they shall not be in any relationship of employment subordination.
  • Members of the Council of the Foundation shall not shall not be awarded any remuneration for performing their function, including the reimbursement of costs incurred in connection with participation in the meetings of the Council of the Foundation.
  • By a resolution adopted by an ordinary majority of votes, the Founders may decide on establishing the Foundation Programme Committee to fulfill the following responsibilities:
    • setting major directions of the Foundation’s activity and the manner of accomplishing its objectives,
    • rendering opinions on long-term and annual action plans of the Foundation,
    • rendering opinions on the matters presented by the Bard of Directors or the Council of the Foundation.
  • Members of the Foundation Programme Committee shall be appointed and dismissed on the basis of a resolution adopted by the Founders by an ordinary majority of votes.

§ 14

 

  • The Council of the Foundation holds its meeting at least once a year.
  • Meetings of the Council of the Foundation shall be chaired by its Chairman.
  • Meetings of the Council of the Foundations are convened on its own initiative or at a written request of two Members of the Council of the Foundation or the Board of Directors, or two Founders.
  • The Council of the Foundation adopts resolution by an ordinary majority of votes, in the attendance of four members of the Council of the Foundation. In the case of equal distribution of votes, a vote cast by the Chairman of the Council of the Foundation shall be decisive.
  • Meetings of the Council of the Foundation shall be convened not later than within 21 days from the date of filing a request.
  • The procedure of the Council of the Foundation is determined by the Regulations approved thereby.

§ 15

 

  • The responsibilities of the Council of the Foundation include in particular:
    • supervising the activity of the Foundation,
    • appointing and dismissing a President and Members of the Board of Directors of the Foundation,
    • filing application concerning the activity of the Foundation,
    • rendering opinions on long- and short-term programmes of the Foundation’s activity,
    • rendering opinions on issues presented by the Board of Directors of the Foundation,
    • reviewing annual reports of the Board of Directors of the Foundation,
    • approving the financial statements of the Foundation.
  • In order to fulfil its responsibilities, the Council of the Foundation may request the Board of Directors to present all the documents concerning the activity of the Foundation, including also financial documents.
  • The Council of the Foundation may adopt a resolution on the allocation, from time to time, up to 20% of the acquired funds for the Foundation’s reserve fund, to be used in future to accomplish the Foundation’s objectives.

§ 16

 

  • The Board of Directors of the Foundation is composed of 2-5 members, including the President of the Foundation, appointed by the Council of the Foundation for a three-year term of office.
  • A member may perform its function for more than one term of office.
  • The first Board of Directors is appointed by the Founders: Pawe? Wojciech Giery?ski – President of the Board of Directors, Pawe? Jakubowski – Member of the Board of Directors.
  • A member ceases to perform his function as a result of:
    • filing a written resignation to the Chairman of the Council of the Foundation,
    • his loss of civil rights due to being convicted on the basis of a legally binding and final court decision for a deliberate offence,
    • his death.
  • The entire Board of Directors or its individual members may be dismissed by a resolution of the Council of the Foundation prior to expiry of their term of office.
  • Members of the Board of Directors shall not be awarded any remuneration for performing their function, including the reimbursement of costs incurred in connection with participation in the meetings of the Board of Directors of the Foundation.

§ 17

 

  • The Board of Directors shall represent the Foundation and manage its regular activity.
  • The responsibilities of the Board of Directors include in particular:
    • making decisions on all the issues not stipulated to the Council of the Foundation,
    • approving annual action plans of the Foundation, including financial plans,
    • managing the assets of the Foundation,
    • determining the number of employees and their remuneration,
    • accepting gifts, inheritance, subsidies and donations,
    • filing an application and granting a consent in respect of amending the Charter of the Foundation, combining other foundations and liquidating the Foundation.
  • The Board of Directors shall provide the Council of the Foundation, on an annual basis, with an annual report of the Foundation’s activity, by 28 February each year at the latest.
  • The meetings of the Board of Directors are held if needed, but at least once a quarter.
  • All members of the Board of Directors shall be informed of a meeting to be held.
  • The Board of Directors shall adopt resolutions by an ordinary majority of votes cast by members present at the meeting of the Board of Directors. In the case of equal distribution of votes, a vote cast by the President of the Bard of Directors shall be decisive.

Chapter 5

Representation

§ 18

 

  • Two members of the Board of Directors are required to act jointly to make declarations on behalf of the Foundation.
  • A consent of the Council of the Foundation is required in the matters concerning a property right, expenses or obligation in the amount which exceeds PLN 15,000 (fifteen thousand), to be granted in the form of a resolution; however, in specific cases, a consent granted by the Council of the Foundation may require the budget of a project which will include several single expenses exceeding PLN 15,000 (fifteen thousand).

Chapter 6

Final Provisions

§ 19

 

  • Any and all amendments to this Charter may be introduced by the Bard of Directors, upon a consent of the Council of the Foundation. Amendments to the Charter shall not concern the objectives to accomplish which the Foundation has been established.
  • The Foundation is liquidated in case its funds and assets are exhausted.
  • A decision on the liquidation of the Foundation is made by the Board of Directors by an unanimous resolution with the reservation that such resolution is to be approved by the Council of the Foundation.
  • By a resolution adopted by the Council of the Foundation, funds and assets remaining after the liquidation of the Foundation can be allocated to an organisation which accomplishes similar objectives.