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ARTICLES OF ASSOCIATION
OF CHRZESCIJANSKA FUNDACJA RADOSC accepted by the Founder on 2 November 2005
Chapter I. General provisions
§ 1
1. The Foundation is called “Chrzescijanska Fundacja Radosc”, hereinafter referred to as the “Foundation”. 2. In its international contacts the Foundation may use its name translated into a given language, for example in the English language: „Christian Joy Foundation”.
§ 2
1. The Foundation operates in the Republic of Poland. 2. The Foundation is domiciled in Warsaw. 3. For the purpose of accomplishing its objectives as laid out in its articles of association the Foundation may establish permanent and temporary field units. 4. For the proper achievement of its social and economic goals the Foundation may conduct its activity outside the Republic of Poland.
§ 3
The Foundation’s duration is unlimited.
§ 4
The Foundation has the right to use stamps and a logo according to the specimens accepted by the Foundation’s Management Board and approved by the Foundation’s Supervisory Board.
§ 5
The Foundation may create honorary insignia and medals and present them, as well as other awards and distinctions, to natural and legal persons of merit for the goals selected by the Foundation or for the Foundation itself.
§ 6
The Minister of Labor and Social Policy shall oversee the Foundation’s activity.
Chapter II. Goals and forms of activity
§ 7
1. The Foundation has been established to achieve socially and economically useful goals, in particular ones like the following: health protection, economic and academic development, education and upbringing as well as care and social assistance. 2. The scope of activity includes, among others, the following: 1) caring for orphans and abandoned children as well as single mothers, 2) shaping and promulgating Christian humanitarian life attitudes, among children and youth, too, 3) combating demoralization, among children and youth, too, 4) supporting and promoting initiatives in the area of education and continuing education, 5) organizing and financing scholarship programs for pupils and students, 6) providing assistance to needy persons who find themselves in difficult life circumstances, 7) providing assistance to disabled individuals, 8) health protection and promotion, 9) promoting employment and professional activation among people without work and at risk of being fired from work, 10) promoting and organizing voluntary work, 11) equalizing opportunities, 12) conducting charitable activity.
§ 8
The Foundation carries out its goals by doing the following among others:
1) creating, running or supporting care-giving outlets and centers, including Christian Family Care Centers for orphans and abandoned children, 2) organizing and supporting camps, day camps and part-day camps for children, youth, disabled persons and senior citizens, 3) distributing Christian and secular literature whose subject matter serves to propagate and mold Christian and humanitarian life attitudes and to combat demoralization, among children and youth, too, 4) cooperating with other outlets of this type in Poland and abroad, 5) organizing a social movement in Poland and abroad focused on the Foundation’s goals, 6) collecting financial resources and other material resources to accomplish the objectives laid out in the articles of association, 7) organizing and financing or partially financing: a) conferences, seminars and conventions, b) scholarships and awards for persons engaged in achieving the Foundation’s goals, 8) providing financial support in the form of financial and / or material assistance to needy persons who find themselves in difficult life circumstances, 9) giving grants for the purpose of creating and running care-giving outlets and centers, including Christian Family Care Centers for orphans and abandoned children, 10) providing organizational and financial support for specialized training on undertaking activity for the benefit of needy persons, 11) securing financial resources for the purpose of establishing endowment funds and other separate funds, which will be used, among other things, to finance the Foundation’s activity.
§ 9
For the purpose of achieving its goals the Foundation may support the activity of other legal persons and natural persons whose activity is convergent with the Foundation’s goals.
Chapter III. Assets and income of the Foundation
§ 10
The Foundation’s property consists of the founding fund which amounts to PLN 5,000 as well as personal property, real property, financial means and securities purchased by the Foundation in the course of its operation.
§ 11
The Foundation is liable for its obligations with all of its property.
§ 12
The Foundation’s income shall be derived in particular from the following: 1) bequeathals, inheritances, donations and grants, both domestic and foreign, 2) grants and subventions from legal persons, 3) income from collections and public events, 4) income from real and personal property, 5) interest on investments and securities, 6) dividends and profits on equities and ownership interests, 7) allowances from the economic activity conducted by donors, 8) proceeds on the activity set forth in the articles of association, 9) proceeds from the Foundation’s own property, 10) government grants, 11) proceeds on the Foundation’s business activity, 12) other property augmentations made by natural and legal persons.
§ 13
Income from subventions, donations, bequeathals and inheritances may be used for the realization of all the Foundation’s aims insofar as the donors do not stipulate otherwise.
§ 14
In the event that the Foundation is named as a successor to an inheritance, the Management Board shall submit a declaration on accepting the inheritance as it stands but only in such a case that at the time of submitting this declaration it is obvious that the assets in the inheritance considerably surpass the liabilities in the inheritance.
§ 15
Natural and legal persons who make donations or subventions in favor of the Foundation, either all at once or cumulatively, in an amount equal to at least PLN 100,000 or, when speaking of foreign persons, in an amount equal to at least the equivalent of PLN 100,000 according to the average exchange rate published by the National Bank of Poland on the date the Foundation’s account is credited, shall obtain, insofar as they express the relevant wish, the title of Foundation Sponsor.
§ 16
The title of Sponsor is of a personal nature.
§ 17
The Foundation shall conduct financial management and its accounting ledgers according to the rules prescribed by the regulations of law.
Chapter IV. Bodies of the Foundation
§ 18
The Foundation’s bodies are as follows: 1) the Foundation’s Supervisory Board, 2) the Foundation’s Management Board.
§ 19
1. The Founder shall appoint the members of the first composition of the Supervisory Board for a joint three-year term of office. The next Supervisory Board members shall be appointed by the Founder on the basis of his decision or by the Supervisory Board by way of a resolution adopted by a three-fifths (3/5) majority vote to replace the persons who have ceased to fill this function or in the event that the Supervisory Board composition is expanded. 2. The term of office of the Foundation’s Supervisory Board shall last three years and it shall come to an end on the day when the financial statements and the activity report for the financial year are approved. Supervisory Board members shall discharge their functions until the time that the Foundation’s new Supervisory Board members are appointed. 3. The Founder may dismiss a Supervisory Board member at any time. 4. Membership in the Foundation’s Supervisory Board shall also expire in the event of death or tendering a resignation as well as in the event of being sentenced with the penalty of forfeiting public rights.
§ 20
1. The Founder may designate a natural or legal person for a specified or unspecified term who will take over the performance of the Founder’s rights. 2. In the event of death or a long-term illness or absence from Poland lasting longer than six months making it impossible to perform the Founder’s rights, Agata Kalinauskas shall take over the performance of the Founder’s rights. 3. In the event that Agata Kalinauskas cannot take over the Founder’s rights, the Baptist Church in the Republic of Poland shall take over these rights. 4. In the event that none of the persons mentioned in this paragraph can take over the Founder’s rights, the Foundation’s Supervisory Board shall name a natural or legal person by way of a resolution adopted by a four-fifths majority vote that will take over the performance of the Founder’s rights.
§ 21
1. The Foundation’s Supervisory Board shall consist of 3 to 9 persons. 2. The Foundation’s Supervisory Board is a body that holds the powers of launching initiatives, giving opinions and inspecting and overseeing. 3. The Foundation’s Supervisory Board Chairman, Deputy Chairman and Secretary shall be named by the Founder or the Supervisory Board shall elect these persons from among its members. 4. The Foundation’s Supervisory Board shall meet at least twice per year and it shall operate according to the bylaws ratified by the Founder or by itself. 5. The resolutions of the Foundation’s Supervisory Board are adopted with the attendance of more than one half of its composition. 6. The Chairman of the Foundation’s Supervisory Board shall call meetings of the Foundation’s Supervisory Board at his own initiative or at the initiative of the Founder or in response to a motion submitted by the Management Board or at least 1/3 of the Supervisory Board members. 7. The Chairman of the Foundation’s Supervisory Board shall set the meeting agenda and he shall preside over the meeting. 8. The resolutions of the Foundation’s Supervisory Board are adopted with a simple majority of votes unless the clauses in the articles of association stipulate otherwise. In the case of a tie vote, the Chairman’s vote shall prevail. 9. The resolutions of the Foundation’s Supervisory Board may be adopted without having to hold meetings either by written procedure or by using remote means of communication. Making decisions on personal matters cannot be done by the written procedure. 10. The Foundation’s Supervisory Board members may participate in meetings by casting their vote in writing through another member of the Foundation’s Supervisory Board. 11. The functions of being the Chairman and of other members of the Foundation’s Supervisory Board are honorary functions performed free of charge. The Foundation’s Supervisory Board may, however, award reimbursement of the necessary expenditures incurred by the members of the Foundation’s Supervisory Board when conducting activity in favor of the Foundation. 12. The Founder and the Foundation’s Management Board may participate in the meetings of the Foundation’s Supervisory Board, as may other persons invited by the Founder, the Chairman of the Foundation’s Supervisory Board or by the President of the Foundation’s Management Board.
§ 22
1. The scope of powers of the Foundation’s Supervisory Board shall include the following: 1) appointing and dismissing Management Board members, with the exception of its first composition, 2) suspending and reinstating Management Board members in their activities, 3) setting the compensation of the Management Board members insofar as the Founder does not set the level of compensation of the Management Board members, 4) concluding agreements with the Management Board members insofar as the Founder does not conclude such agreements, 5) approving the Foundation’s annual and long-term action programs, 6) approving the Foundation’s preliminary annual budget, 7) accepting periodic reports on the Foundation’s activity, approving the annual financial statements and discharging the Management Board members on the performance of their duties, 8) approving the rules for giving donations and other forms of assistance from the Foundation’s funds, 9) approving decisions on matters concerning the following: - creating and disbanding the Foundation’s establishments, - having the Foundation participate in companies and economic organizations in the event that the value of the Foundation’s share will exceed PLN 50,000,
10) having delegated members of the Foundation’s Supervisory Board or persons appointed for this purpose by the Foundation’s Supervisory Board inspect the Foundation’s management, audit the accounting ledgers, as well as audit the equitability and expediency of the expenditures incurred, 11) approving the work bylaws of the Foundation’s Management Board, 12) making amendments to the Foundation’s articles of association with an absolute three-quarters majority vote, 13) merging the Foundation with another foundation or dividing the Foundation with an absolute three-quarters majority vote.
2. The Foundation’s Supervisory Board shall confirm the decisions presented by the Management Board in all matters that do not fall within the activities of normal management. 3. The Foundation’s Supervisory Board may without limitation establish and disband standing and temporary committees or commissions, consisting of the members of the Foundation’s Supervisory Board, including the following, among others, in particular: an audit committee to audit the Foundation’s activity, a recruitment committee to find candidates to become Management Board members and a compensation committee to determine the compensations system for the Management Board members.
§ 23
1. The Foundation’s Management Board shall consist of two to five persons. 2. The Founder shall appoint the president and the vice-president or the vice-presidents as well as the members of the first composition of the Management Board for a joint three-year term of office. 3. The term of office of the Foundation’s Management Board shall last three years and it shall come to an end on the day when the financial statements and the activity report for the financial year are approved. Management Board members shall discharge their functions until the time that the Foundation’s new Management Board members are appointed. 4. The Foundation’s Supervisory Board, with the exception of the first Management Board composition, shall appoint, dismiss and suspend the president and the vice-president or the vice-presidents as well as the other Management Board members. 5. The Foundation’s Supervisory Board members cannot be Management Board members. 6. The Foundation’s Management Board is the Foundation’s executive body and it holds the powers not reserved to the Foundation’s Supervisory Board. 7. In particular, the Foundation’s Management Board: 1) represents the Foundation externally, 2) manages the Foundation’s activity in compliance with the regulations of law, the provisions of the articles of association and the Management Board’s work bylaws ratified by the Foundation’s Supervisory Board, 3) ratifies the Foundation’s annual and long-term action programs, 4) manages the Foundation’s property, 5) accepts subventions, donations, bequeathals and inheritances, 6) creates and disbands the Foundation’s establishments and other organizational units, 7) appoints and dismisses persons holding managerial and independent positions in the Foundation’s organizational units, 8) determines the headcount, the rules for compensation and the amount of funds for compensation and bonuses for the Foundation’s employees hired to perform the activity set forth in the articles of association, 9) presents to the Foundation’s Supervisory Board proposed amendments to the Foundation’s articles of association, unwinding the Foundation as well as merging the Foundation with another foundation or dividing the Foundation.
8. The Management Board may establish, as its advisory body, a Program Board, consisting of persons interested in the idea of the Foundation. 9. Management Board members may be compensated by the Foundation’s Supervisory Board or the Founder by virtue of discharging their functions. 10. Every year the Management Board shall present activity reports for the previous year to the Foundation’s Supervisory Board by March 31. 11. The Management Board shall hold meetings as needed. 12. The president of the Management Board or the vice-president he or the Foundation’s Supervisory Board designates shall call meetings and shall set the meeting date and agenda. 13. The resolutions of the Foundation’s Management Board may be adopted without having to hold meetings either by written procedure or by using remote means of communication. 14. The Management Board shall adopt resolutions by a simple majority of votes, where for a resolution to be valid, the presence of more than one-half of its members, including the president or the vice-president of the Foundation’s Management Board is required. In the case of an equal number of votes for and against, the president’s vote shall prevail. 15. Two Management Board members, including the president or the vice-president of the Foundation’s Management Board shall submit declarations of will on behalf of the Foundation. 16. In the case of a two-person Management Board composition, one Management Board member shall submit declarations of will on behalf of the Foundation. 17. One person may submit declarations of will on behalf of the Foundation within the scope of normal management provided that he is authorized to do so by the Management Board. 18. The president of the Management Board shall discharge the functions of being the manager of the work establishment as understood by the regulations in the Labor Code.
Chapter V. Amending the articles of association and amending the Foundation’s objective
§ 24
The Founder or the Foundation’s Supervisory Board by way of a resolution adopted by an absolute three-fifths majority vote among the Supervisory Board members present at a meeting shall make amendments to the Foundation’s articles of association as well as an amendment to the Foundation’s objective.
Chapter VI. Merging with another foundation and dividing the Foundation
§ 25
1. The Foundation may merge with another foundation with similar goals in its articles of association according to the conditions stipulated by the interested parties. 2. The Founder or the Foundation’s Supervisory Board by way of a resolution adopted by an absolute three-fifths majority vote among the Supervisory Board members present at a meeting shall make the merger decision. 3. The Founder or the Foundation’s Supervisory Board by way of a resolution adopted by an absolute three-fifths majority vote among the Supervisory Board members present at a meeting shall make the decision to divide the Foundation.
Chapter VII. Winding up the Foundation
§ 26
In the event of achieving the objective for which the Foundation has been established, or in the event of exhausting the Foundation’s financial resources and property, the Foundation shall be wound up on the basis of the Founder’s decision or a resolution adopted by an absolute three-fifths majority vote among the Supervisory Board members present at a meeting.
§ 27
1. The Founder or the Foundation’s Supervisory Board shall name the Foundation’s liquidator. 2. The liquidator’s duties shall include the following in particular: 1) filing a petition to the court of registration to record the opening of the winding-up proceedings, 2) summoning the Foundation’s creditors by way of press announcements to present their accounts receivable within 3 months from the publication date, 3) drawing up the opening balance for the winding-up proceedings as well as the list of creditors, 4) drawing up the financial plan for the winding-up proceedings and the plan to satisfy the liabilities, 5) collecting the accounts receivable, paying the liabilities and liquefying the Foundation’s property, 6) transferring the property resources remaining after satisfying the creditors to the designated entities, 7) reporting the completion of the winding-up proceedings to the court of registration along with a petition to delete the Foundation from the register, 8) transmitting the Foundation’s documents to the state archive.
§ 28
The property remaining after winding up the Foundation shall be divided by the Baptist Church in the Republic of Poland among units working on the goals mentioned in § 9 of these articles of association. At its own discretion, the Baptist Church in the Republic of Poland may earmark the property remaining after winding up the Foundation for the activity it conducts itself or assign it to its agencies and/or organizational units or cells or it may also create a unit to achieve these objectives.
Signature of the Founder
Alfonso Kalinauskas Article of association aviable in PDF and RTF files.
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