ARTICLES OF ASSOCIATION 
MERKABA Foundation

 

The Foundation shall be called the MERKABA Foundation and shall hereinafter be referred to as the Foundation.

The Foundation may use the translation of its name in selected foreign languages as well as its logo with the wording and graphics approved by the Management Board.

§2

The Foundation shall have legal personality.

§3

The registered office of the Foundation shall be in the capital city of Warsaw.

The territory of the Foundation's operations shall be the Republic of Poland, provided that to the extent necessary to properly implement its goals, the Foundation may operate outside the Republic of Poland.

To fulfill its statutory tasks, the Foundation may establish permanent and temporary local offices within the territory of the Republic of Poland and abroad. The Foundation's local offices shall be established by a resolution of the Management Board.

§4

The Foundation shall have unlimited life.

§5

The relevant minister to exercise supervision over the Foundation is the Minister of Family and Social Policy.

§6

The Foundation may set up branches, affiliates as well as join companies and foundations.

 

§7

The Foundation may use its seal with the wording and shape decided by the Management Board.

§8

The Foundation may establish badges and medals as well as other awards and confer them on natural and legal persons for distinguished service to the Foundation.

The Management Board of the Foundation may appoint Ambassadors of the Foundation.

The mission and main objective of the Foundation is to protect children against trafficking in children and their organs, child prostitution, slave labor and other forms of violence, violation of children’s rights, dignity and freedom.

The Foundation's objectives also include:

1. protection against domestic violence and incest,
2. protection against economic exploitation of children, 
3. strengthening children's sense of safety, 
4. provision of assistance to injured and abused children, children staying in orphanages,
5. provision of assistance to children in their treatment and rehabilitation, 
6. facilitating access for children and adolescents to qualified health care and rehabilitation,
7. promotion of prophylaxis and early detection of diseases in children, 
8. promotion of the Community law of the European Union and the laws of the European Union member states in the scope of children's rights, protection of children’s health and life,  
9. raising awareness and educating the public on children's rights, patient rights, protection of children's health and life, respect for their dignity and legal subjectivity,        
10. promotion of the principles of environmental protection, ecology, healthy nutrition, personal hygiene among the public, 
11. cooperation with Polish and international non-governmental organizations, scientific, research, educational and other communities on behalf of the state administration in the field of protection of children’s health and life, their rights and freedoms,
12. assistance for children at risk of social exclusion and prevention of social pathologies and addictions,
13. formation of assistance centers for abused and injured children and children from poor families;
14. formation of holiday and rehabilitation resorts for children; 
15. education in healthy lifestyle, promotion of a plant-based diet,
16. organization of voluntary work,
17. promotion of methods counteracting tension, depression and stress in children’s everyday life,
18. environmental protection and animal protection activities,
19. support for orphanages, welfare centers and animal shelters.

 

§10

 

The Foundation shall pursue its objectives through: 

 

• organization and provision of training, workshops, lectures, conferences and seminars, competitions and other types of events within the scope of the Foundation's statutory objectives,
• conduct of  educational activities and social campaigns,
• publishing and information activities to promote knowledge about children’s rights and freedoms, and dangers in children’s life, 
• education in healthy nutrition and physical activity, plant-based diet,
• cooperation with experts in various fields, public and private schools and universities,
• cooperation with state and local government administration agencies to raise public awareness within the scope of the foundation's activities,
• development and presentation of public opinion polls and surveys related to the protection of children's health, life and rights;
• initiation and support of social initiatives,
• business activities within the extent conducive to the achievement of statutory objectives,
• cooperation with other entities engaged in similar activities or with objectives consistent with those of of the Foundation, including entities from abroad.

The Foundation shall carry out free and fee-based activities within the scope of the objectives set out in sections 9 and 10.

The Foundation shall engage in business activities within the scope set out in section 14.

In order to implement its initiated statutory projects, the Foundation may cooperate and support financially and organizationally the activities of other institutions, organizations and individuals. The Foundation may also acquire membership and take other forms of participation in domestic and foreign organizations whose mission is consistent with the mission and objectives of the Foundation.

The Foundation's revenues may come from: 

• cash and other assets donated by the Founders and by third party natural and legal persons from Poland and abroad, 
• research grants and other similar funds,
• public funds - state, local and European, and funds from international programs and organizations,
• donations, inheritances, bequests,
• sponsorship agreements,
• grants and subsidies from legal entities, co-financing,
• proceeds from public collections within the meaning of the Act on Public Collections
• from auctions and other public events also those held on the Internet,
• bank interest and deposits,
• loans and facilities,
• from paid public benefit activities,
• from the business activities described in section 14,
• from damages awarded in court judgments.

§13

The Foundation shall be liable for its obligations with all its assets.

§14

The Foundation shall pursue business activities on the general terms defined in separate regulations.

The Foundation shall pursue business activities only to the extent conducive to the achievement of its statutory objectives.

The Foundation shall pursue its business activities in the field of:

• 01.1 Growing of non-perennial crops
• 01.2 Growing of perennial crops
• 01.3 Plant propagation
• 01.6 Support activities to agriculture and post-harvest crop activities
• 02.10.Z Forest management and other activities, excluding harvesting of forest products
• 10 Manufacture of food products
• 11 Manufacture of beverages
• 36.00.Z Water collection, treatment and supply
• 43.39.Z Other building completion and finishing
• 41.10.Z Development of building projects
• 41.20.Z Construction of residential and non-residential buildings
• 43.99.Z Other specialised construction activities n.e.c
• 46 Wholesale trade, except of motor vehicles and motorcycles
• 47 Retail trade, except of motor vehicles and motorcycles
• 55.10.Z Hotels and similar accommodation
• 55.20.Z Holiday and other short-stay accommodation
• 55.90.Z Other accommodation
• 56 Food and beverage service activities
• 59 Motion picture, video and television programme production, sound recording  and music publishing activities
• 63 Information service activities
• 68 Real estate activities
• 71 Architectural and engineering activities; technical testing and analysis
• 72 Scientific research and development
• 73 Advertising, market research and public opinion polling
• 74 Other professional, scientific and technical activities
• 85 Education
• 86.9 Other human health activities
• 87 Residential care activities
• 88 Social work activities without accommodation
• 88.91.Z Child day-care activities
• 90 Creative, arts and entertainment activities 

 

The Foundation authorities shall be the Foundation's Management Board.

If necessary, the Management Board shall decide to appoint other Foundation Authorities.

The Management Board may consist of one to four members.

The Foundation Management Board shall be appointed by the Founder.

The Founder may be a member of the Foundation Management Board.

Members of the Management Board shall be appointed for an indefinite period.

§17

Management Board Membership shall expire upon:

• a written resignation,
• recall by the Founder,
• death.

The recall decision shall be made in writing, with a written justification for the recall. The justification for the recall shall be issued at a written request of the Management Board Member.

§18

The Foundation Management Board shall meet when necessary, but at least every three months.

A meeting of the Management Board shall be convened by the Management Board President at his/her own initiative or at the request of another member of the Management Board.

Meetings of the Management Board may be held in the form of teleconferences or videoconferences. The minutes of such a meeting shall be approved by all participating members of the Management Board.

The Management Board shall make decisions at meetings in the form of resolutions. Management Board resolutions shall be adopted by a simple majority of votes in the presence of at least half of the Management Board, including the President. In the event of a tie, the Management Board President shall have a casting vote.

Management Board resolutions may be adopted without holding a meeting, by voting in writing.

A decision to amend the Articles of Association shall be made by the Management Board with a simple majority of votes.

Amendment of the Articles of Association may refer to a change of the Foundation's objects.

§19

The Management Board shall manage day-to-day activities and represent the Foundation. The Management Board’s authority shall include all matters not reserved in the Articles of Association for other Foundation authorities.

Declarations of will on behalf of the Foundation on all matters, including financial, shall be made by the President or Vice-President of the Management Board individually, or by two Members of the Management Board jointly.

§20

The Management Board authority with regard to managing the Foundation's day-to-day operations shall include in particular: 

• pursuit of the Foundation’s statutory activities,
• adoption of Foundation’s action plans, financial plans and the budget,
• acceptance of donations, inheritances and subsidies,
• management of the Foundation’s assets,
• preparation of reports on the Foundation's activities,
• formation of branches, affiliates and representative offices of the Foundation,
• hiring of employees and fixing their remuneration,
• any other actions related to the Foundation's activities,
• decisions on the scope of paid and free activities,
• setting out the baseline for the Foundation's activities.

§21

Management Board Members may be bound to the Foundation by employment relationships, as well as by other civil law contracts for the provision of services or work for the Foundation.

§22

The Foundation shall be liquidated when its funds and assets are used up, or by a unanimous resolution of the Management Board.

The assets remaining after Foundation liquidation shall be transferred to institutions indicated by the Management Board, whose activities are consistent with the Foundation's objectives.

VII.    Final Articles

§23

To achieve its objectives, the Foundation may merge with another foundation.

The decision to merge with another foundation shall be made by the Management Board in a unanimous resolution.

§24

These Articles of Association shall enter into force upon registration of the Foundation.