Foundation statute

Chapter I. General Provisions

§ 1

  1. The foundation named “Diamond Soul Foundation”, hereinafter referred to as the Foundation, was established by Paweł Erazm Durakiewicz, hereinafter referred to as the Founder, on 13 April 2023, by a notarial deed drawn up by the Notary Marcin Onichimowski, running a Notary’s Office in Katowice at ul. Henryka Sienkiewicza 19/3, Repertory A.
  2. The Foundation operates based on the provisions of the Act of 6 April 1984 on foundations (i.e., Journal of Laws 1984 No. 21, item 97, as amended) and in accordance with the provisions of this Statute.

§ 2

  1. The seat of the Foundation is in the city of Siedlce.
  2. The duration of the Foundation is indefinite.
  3. From the moment of registration in the foundation registry of the National Court Register, the Foundation will have legal personality.

§ 3

  1. The Foundation operates within the territory of the Republic of Poland; however, as necessary for the proper realization of objectives, the Foundation may also operate outside the borders of the Republic of Poland.
  2. The Foundation may establish branches, plants, subsidiaries, and may also join other entities and foundations.
  3. The Foundation may establish certificates, badges, and honorary medals and award them, along with other prizes and distinctions, to individuals and legal entities deserving for the Foundation, contributing to the realization of the Foundation’s objectives.
  4. The Foundation may use a seal with an inscription indicating its name and seat.
  5. The Foundation is supervised by the competent Minister of Health.

Chapter II. Objectives of the Foundation and their realization

§ 4

  1. The statutory objectives of the Foundation include:
    • promoting a healthy lifestyle with the avoidance of psychoactive substances;
    • promotion of initiatives taken for pro-health behaviors and mental health;
    • helping individuals addicted to all types of psychoactive substances;
    • conducting educational campaigns on addictions and emotional work in various forms, including in schools and social media (online);
    • taking various forms of prevention to prevent addictions (drug addiction, alcoholism), including online;
    • facilitating reintegration into society and organizing safe homes for individuals after completed addiction therapy;
    • protection and promotion of health;
    • promotion of sobriety;
    • dissemination of theoretical knowledge and practical achievements in combating social pathologies;
    • countering aggression and violence;
    • promoting physical activity and proficiency in various sports disciplines among children and adolescents;
  2. The Foundation achieves its objectives by:
    • organizing and conducting educational campaigns on addictions and emotional work in various forms, including online;
    • conducting informational and educational activities, as well as conducting research to support the objectives of the Foundation;
    • providing several months’ stay in so-called safe homes for individuals after completed addiction therapy;
    • creating and implementing programs corresponding to the objectives and tasks of the Foundation;
    • organizing preventive meetings for children, adolescents, and their families (protecting children from addictions);
    • organizing and conducting extracurricular educational and upbringing activities, cultural and educational activities, recreational and sports activities, skill workshops, and therapeutic camps for children and adolescents;
    • organizing and funding holiday trips for children and adolescents from financially disadvantaged families and pathological families;
    • assisting in accessing educational and upbringing activities for children and adolescents from financially disadvantaged families and pathological families;
    • school and vocational counseling for children and adolescents;
    • all activities aimed at improving the quality of life of children and adolescents;
    • cooperation with other organizations to recruit volunteers and raise funds to support the Foundation’s activities;
    • acquiring, managing, and using funds raised by the Foundation for the realization of its objectives;
    • obtaining and providing financial support through the implementation of projects and organization of occasional events within the scope of the Foundation’s objectives;
    • cooperation with individuals, legal entities, and units of local and government administration, non-governmental organizations, both foreign and international, whose activity is related to the objectives of the Foundation;
    • organizing and conducting charitable activities to support the Foundation’s work;
    • disseminating information about the Foundation and its activities in the media;
    • granting scholarships, financial aid, and other forms of financial assistance;
  3. To achieve its objectives, the Foundation may support the activities of other entities conducting activities consistent with the statutory objectives of the Foundation, and may merge with foundations in the country and abroad, whose activities are consistent with the statutory objectives of the Foundation.
  4. The Foundation will not conduct business activities. If it ever conducts them in the future, after an appropriate amendment to the Statute, the Foundation may conduct business activities only as supplementary to the public benefit activity, and any surplus of revenues over costs will be allocated to public benefit activities.  

Chapter III. Assets and Income of the Foundation

§ 5

The assets of the Foundation include:

  1. The Founding Fund amounting to 3,000.00 PLN (in words: three thousand zlotys);
  2. Property rights, including real estate and movable property acquired by the Foundation or contributed to it during its operation;
  3. Funds obtained by the Foundation in the course of its activities.

§ 6

  1. The assets of the Foundation are used to achieve its statutory goals and tasks.
  2. The Foundation is liable for its obligations with all its assets.
  3. The Foundation does not operate for profit, and all income it earns will be fully allocated to achieve its statutory purposes.

§ 7

  1. The Foundation’s income includes, in particular:
    • Donations, inheritances, legacies,
    • Grants and subsidies from legal entities,
    • Income from public and occasional events,
    • Income from the Foundation’s movable and immovable property,
    • Paid public benefit activities,
    • Bank interest from financial resources of the Foundation deposited in bank accounts and profits from term deposits in banks and credit institutions, securities, and other capital market instruments, both domestic and abroad,
  2. Donations, inheritances, legacies, grants, and subsidies, mentioned above, may come both from domestic and foreign entities.

§ 7

  1. Unless donors decide otherwise, the proceeds from donations, subsidies, gifts, inheritances, and legacies can be used to achieve any of the Foundation’s statutory objectives. The Foundation’s Board may refuse the donor’s condition. In such a case, the Foundation will return the donated funds to the donor. If no purpose for the use of the funds accompanies the transfer, the Foundation can allocate them for any statutory purpose.
  2. Income from the Foundation’s assets is solely used to achieve its statutory objectives and to cover the necessary costs of the Foundation’s operation, including its management and maintenance.

§ 8

The Foundation can accumulate its funds in Polish currency as well as in foreign currencies in appropriate banks and credit institutions, in accordance with the provisions of Polish foreign exchange law.

§ 9

  1. In matters of accepting donations and inheritance, declarations required by law are made by the Foundation’s Board.
  2. In the event of naming the Foundation as an heir, its Board declares the acceptance of the inheritance with the benefit of inventory.

§ 10

The Foundation may hold shares and take stakes in any legal entities and organizational units without legal personality, but able to acquire rights and incur obligations (imperfect legal entities), especially in commercial law companies.

Chapter IV. Bodies of the Foundation

§ 11

The body of the Foundation is the Management Board of the Foundation, hereinafter referred to as the “Board”.

§ 12

Management Board of the Foundation

  1. The Board consists of two to five persons, appointed by the Founder, by resolution, for an indefinite period.
  2. The Board includes a President, Vice President, and Secretary, if appointed.
  3. The members of the first Board are appointed and dismissed by the Founder.
  4. Members of the Board may act through their proxies.
  5. Membership in the Foundation Board expires on the day of:
  6. dismissal by the Founder;
  7. resignation by a board member from their duties;
  8. death of a board member,
  9. loss of civil rights,
  10. conviction by a final court verdict for a deliberate crime prosecuted from public indictment or a fiscal crime.
  11. Dismissal from the Board occurs in case of:
  12. Resignation from duties;
  13. Improper performance of a board member’s duties,
  14. Significant violation by a Board Member of the provisions of the Foundation’s Statute.
  15. The statement of resignation requires written form under pain of nullity. The statement should be submitted to the Founder.
  16. Board members must meet the requirements specified in art. 20 sec. 1 point 5) of the act on public benefit activities and volunteerism, i.e., they cannot be convicted by a final court verdict for a deliberate crime prosecuted from public indictment or a fiscal crime.
  17. The provisions about the termination of a commission by the accepting party shall apply accordingly to the resignation by a board member.

§ 13

  1. The Management Board manages the Foundation’s affairs, directs its activities, and represents it externally.
  2. A Board member’s right to manage the Foundation’s affairs and to represent it pertains to all judicial and non-judicial activities of the Foundation.
  3. Every member of the Board has the right and duty to manage the Foundation’s affairs.
  4. Any Board member can, without a prior resolution of the Board, handle matters not exceeding the scope of the Foundation’s regular activities. However, if before handling the matter mentioned above, even one of the other Board members opposes its implementation, or if the matter exceeds the scope of the Foundation’s regular activities, a prior resolution of the Board is required.
  5. The competencies of the Board include:
    • Establishing the main areas of the Foundation’s activity,
    • Determining ways to achieve the Foundation’s objectives,
    • Amending the Statute,
    • Developing annual and multi-year action plans and annual budgets, as well as programs for achieving the Foundation’s objectives,
    • Preparing annual reports on the Board’s activities and the Foundation’s assets, and submitting them to the appropriate bodies.
    • Directing the Foundation’s daily activities;
    • Realizing the Foundation’s statutory objectives;
    • Managing the Foundation’s assets;
    • Representing the Foundation externally;
    • Employing the Foundation’s staff;
    • Accepting grants, donations, legacies, and bequests;
    • Making decisions about joining other entities or liquidating the Foundation;
    • Appointing branches, subsidiaries, representations, and other regional establishments of the Foundation,
    • Setting employment conditions and the amount of funds for the Foundation’s staff’s remuneration under the conditions specified in Art. 9 of the Act of April 24, 2003 on public benefit activities and volunteering.
  6. The Board operates in accordance with the Rules adopted by the Board, in accordance with legal provisions, and the provisions of this Statute.
  7. Each Board member has the right to one vote when making resolutions.
  8. Board meetings are held as needed, but no less frequently than once a year.
  9. The meeting is convened by its President on his own initiative or by a member authorized by him, sending information about the date by email, or if this is not possible, by registered mail, at least three days before the planned meeting.
  10. The Board’s meetings are chaired by its President, or in his absence, by a member authorized by him.
  11. The Board adopts resolutions by a simple majority of votes, which for their effectiveness must be taken in the presence of at least half of the Board members, including the President. In the event of a tie vote, the President decides the outcome.
  12. Resolutions can be taken without holding a meeting if all Board members consent in writing to the provision that is to be made, or to written voting.
  13. For performing duties on the Foundation’s Board, a Board member may receive remuneration in the amount and on terms determined by the Board in the form of a resolution.
  14. The Board is responsible for properly funding the Foundation’s statutory activities and for the permanence of the Foundation’s assets.

§ 14

Method of Representation

Any member of the Management Board acting independently is authorized to make statements on behalf of the Foundation, with the caveat that to undertake legal actions exceeding 50,000 PLN (in words: fifty thousand zlotys) requires the cooperation of two members of the Management Board.

§ 15

Amendment of the Statute, including the Objectives of the Foundation

  1. The Statute, including the Foundation’s objectives, can be amended based on a unanimous resolution of the Management Board.
  2. Changes to the Statute cannot be contrary to the objectives for which the Foundation was established.

§ 16

It is prohibited to:

  1. Grant loans or secure obligations with the Foundation’s assets in relation to members of its organs or its employees and individuals with whom members of the Foundation’s organs or its employees are in marital or cohabitation relationship, or related by blood or marriage in a direct line, related by blood or marriage in a collateral line to the second degree or related by adoption, custody or guardianship, hereinafter referred to as “close persons”,
  2. Transfer the Foundation’s assets in favor of members of its organs or its employees and their close persons, on terms other than those applied to third parties, especially if this transfer is free of charge or at preferential conditions,
  3. Use the Foundation’s assets for the benefit of its organs’ members or its employees and their close persons on terms other than those applied to third parties, unless such use directly arises from the statutory purpose,
  4. Purchase goods or services from entities in which members of the Foundation’s organs or its employees and their close persons participate, on terms other than those applied to third parties or at prices higher than market prices.

§ 17

  1. For effective achievement of its objectives, the Foundation can establish branches throughout the country.
  2. The decision to establish a branch is made by the Management Board by resolution.

§ 18

Merging the Foundation

  1. The Foundation can merge with another Foundation for the effective realization of its objectives, on terms agreed by the parties.
  2. Merging can be achieved either through acquisition or by establishing a new foundation.
  3. The Foundation’s objectives cannot be changed as a result of merging.
  4. The decision to merge is made by the Foundation’s Management Board in the form of a resolution.
  5. The organ authorized to determine the terms of merging and to perform all acts related to the merging is the Management Board.

§ 19

Liquidation of the Foundation

  1. The Foundation is liquidated if its objectives are achieved or if its financial resources and assets are exhausted.
  2. The decision on liquidation is made by the Management Board in the form of a resolution.
  3. The remaining assets after the Foundation’s liquidation will be fully allocated for objectives similar to those of the Foundation as specified in the Statute.
  4. The liquidation decision must specify the mode of liquidation, the allocation of the liquidated assets, appoint a liquidator, and possibly determine the amount and source of his compensation.

§ 20

  1. The Foundation’s liquidation is conducted by the Management Board or a person designated by the Founder.
  2. The liquidator has the rights and duties of the Foundation’s Management Board.
  3. The liquidator may employ people preparing and conducting liquidation activities – after obtaining the prior consent of the Foundation’s Management Board.

§ 21

The Foundation submits an annual report of its activities for the previous year to the competent Minister within the deadlines and forms specified by the Act on public benefit and volunteer work.

§ 22

  1. The Founder hereby appoints the following members to the first Management Board of the Foundation:
    • Paweł Erazm Durakiewicz – President of the Foundation
    • Przemysław Matusiak – Vice President of the Foundation

§ 23

This statute comes into force on the day of registration of the Foundation by the competent registration court.

____________________________

Paweł Erazm Durakiewicz
Founder