BY-LAWS OF THE INTERNATIONAL CORE FOR ASSISTANCE AND DEVELOPMENT FOUNDATION
I. I. General Provisions
The International Core for Assistance and Development Foundation, hereinafter referred to as the “Foundation,” was established under a notarial deed drawn up at the Office of Notary Radosław Pauter in Wrocław, ul. Wita Stwosza 15, lok. 7
on 1 July 2013 by the founders: Edyta Tyc, Dominika Springer and Katarzyna Pieruń.
The seat of the Foundation shall be Wrocław.
The Foundation shall operate within the territory of the Republic of Poland and abroad in accordance with the Polish law and the law applicable within the area of its activity.
The Foundation shall be established for an indefinite duration.
The Foundation shall have legal personality. The Foundation may use a seal with the Foundation’s name and address as prescribed by applicable laws. The Foundation may use its abbreviated name: ICAD. The Foundation may use
its name in the Polish language for the purposes of cooperation within the territory of the Republic of Poland – Fundacja Międzynarodowe Centrum Wsparcia i Rozwoju. The Foundation may also use translations of its name into other languages.
The Foundation may establish permanent and temporary local branches in Poland and abroad for the purpose of performance of the statutory tasks.
The Foundation shall be supervised by the minister competent for foreign affairs./ Minister of Foreign Affairs
II. The aims and objectives of the Foundation
The main aim of the Foundation shall be to provide with assistance and support people whose life is threatened or are in a situation in which normal functioning as well as protection of cultural identity and sustainable development of environment are hindered or prevented due to war and social conflicts, natural disasters, social divisions, economic underdevelopment and poverty, social injustice, lack of education and other factors. The area of activity of the Foundation shall include regions within the territory of the Republic of Poland and abroad.
The main aim shall be supported by the following specific objectives:
1. Providing humanitarian aid;
2. Providing development assistance;
3. Providing a support for disadvantaged social groups;
4. Creating equal opportunities and counteracting social exclusion;
5. Promoting and working to support human rights;
6. Devoting in resolving global problems;
7. Developing citizenships among children, adolescents and adults. Support for volunteering;
8. Protecting monuments and national heritage;
9. Protecting natural environment.
The Foundation shall carry out the objectives specified in §8 and §9 through:
1. Examining, collecting and analysing information on aid needs both within the territory of the Republic of Poland and abroad;
2. Collecting, transporting and distributing means of support;
3. Public fundraising
4. Establishing permanent and temporary aid centres and supporting other aid centres;
5. Conducting trainings, providing humanitarian and development education;
6. Organizing cultural and educational events¸ informational campaigns and mass events;
7. Organizing conferences and seminars;
8. Conducting and supporting research activities;
9. Carrying out publishing activities as well as film, radio, television and multimedia production. Cooperation with the media;
10. Participating in enterprises compatible with the foundation’s statutory objectives;
11. Supporting initiatives that seek to accomplish the Foundation’s statutory objectives;
12. Cooperating with various institutions and companies in order to carry out the statutory objectives.
III. Assets and Revenues of the Foundation
The Foundation’s assets consist of the founding capital of PLN 2000 (two thousand złoty) and other property acquired during its operation.
1. Revenues of the Foundation are:
a) further in-kind and monetary contributions from the founders;
b) monetary and in-kind donations, inheritances, shares and bonds as well as other domestic and foreign legacies;
c) grants, subsidies and other funds assigned for carrying out specific projects by other foundations, legal and natural persons as well as state and local authority institutions, both domestic and foreign ones;
d) funds provided to the Foundation as tax deductions;
e) different sources of income from public donations, including revenues from fundraising initiatives;
f) interest and profits from securities and funds deposited in banks;
g) revenues and profits from business activity carried out by the Foundation;
The Foundation’s assets may be deposited in a bank or placed in securities.
It shall be forbidden to:
a) Grant loans or secure obligations by the Foundation’s assets in favour of its members, members of its authorities or employees and persons with whom the employees remain in a relationship of marriage, consanguinity or affinity or are bound by virtue of adoption, care or guardianship, hereinafter referred to as “close persons”;
b) Transfer the Foundation’s assets to its members, members of its authorities or employees or other close persons, especially if the transfer is made free of charge or on preferential terms;
c) Use the assets for the benefit of the Foundation’s members, members of its authorities or employees and other close persons on a basis different than towards third parties unless such use arises directly from a statutory objective;
d) Purchase goods, services or entities in which the Foundation’s members, members of its authorities or employees and their close persons are involved on special terms.
IV. Authorities of the Foundation
Authorities of the Foundation shall be the Management Board of the Foundation.
1. The Foundation’s Management Board shall consist of three to five persons, including the President of the Management Board;
2. The Management Board shall be the Foundation’s executive body which manages its operations and represent the Foundation before third parties;
3. The Management Board shall be comprised of:
a) President of the Management Board
b) Members of the Management Board
4. A member of the Management Board may serve for more than one term;
5. The Management Board shall be appointed by the founders. The founders may be members of the Management Board.
6. Members of the Management Board shall serve without remuneration. Members of the Management Board may be employees of the Foundation.
The first term of the Foundation’s Management Board shall last two years and each consecutive four years. During the term of office, there is a possibility for an expansion of Management Board.
Expansion of the Management Board may take place as a result of a resolution of the Management Board adopted by a majority of votes of all members of the Management Board.
Membership in the Foundation’s Management Board shall be intermitted as a result of:
a) handing in a written notice to the President of the Management Board,
b) forfeit of civil rights as a consequence of intentional committed crimes,
c) a long-term illness, which makes it impossible to perform the function of a Member of the Management Board,
d) significant breach of Foundation’s charter,
e) deaths of a member of the Management Board,
The work of the Management Board is managed by the President of the Management Board.
The competencies of the Foundation’s Board are as follows:
Representing the Foundation externally, performing legal actions on its behalf and granting powers of attorney(udzielanie pełnomocnictwa do) to perform such actions;
Managing the Foundation’s current operations;
Realization of charter’s objectives;
Definition of directions and programmes of activities aimed at achieving the objectives of the Foundation;
Setting up and managing funds;
Management of the Foundation’s funds and assets;
Commitment and contracting;
Preparing reports from the activities of the Board and the Foundation and approving the balance sheets for each year of the Foundation’s operation;
Setting up and managing national and foreign offices;
Determining the remuneration of the members of the Foundation;
Electing the President of the Management Board and the Secretary of the Management Board.
The Foundation’s Management Board shall work in the following mode:
Meetings of the Management Board shall be held as necessary, but at least once every six months.
Meetings of the Management Board shall be convened by the President by sending information about the date by e-mail or, if this is not possible, by registered letter at least 3 days prior to the planned meeting.
All members of the Management Board must be informed about the meeting.
The Management Board makes decisions by way of resolutions by a majority of votes, unless further provisions of foundation’s charter are different. In case of equal distribution of votes, the President of the Management Board has the casting vote.
Meetings of the Foundation’s Board may be held by telephone- or videoconference, provide that an appropriate memorandum of understanding is maintained.
Members of the Board may receive remuneration on the basis of the principles specified by the Founder.
V. The way of representation:
Delarations of will on behalf of the Foundation are made by two members of the Board acting jointly.
In matters related to labour law and matters not related to incurring financial liabilities exceeding PLN 10,000.00 (ten thousand zlotys), one of the Board members may make declarations of will on behalf of the Foundation.
VI. Connection to another foundation:
The Foundation may collaborate with another foundation in order to more effective achieve its goals.
A connection with another foundation may not take place if, as a result of the collaborative work, the Foundation’s objective could be significantly changed.
VII. Changing of the purpose and the Foundation charter
A resolution about changing the purpose or the Foundation charter shall be adopted by the Management Board unanimously in the presence of all members of the Management Board.
VIII. Suspension of Foundation’s Activities
The activities of the Foundation may be suspended for a period of one calendar year;
Decisions concerning the suspension of the Foundation’s activity shall be made by the Board unanimously in the absence of the Founder’s objections;
This decision may be extended for another calendar year by a decision of the Board, in the absence of any objections from the Founders;
The decision to suspend the operation of the Foundation shall result in the termination of the term of office of the Rady Kontrolnej since of 1 January of the following calendar year.
IX. The Foundation’s winding-up
The Foundation shall be liquidated in the cases specified in the Act on Foundations.
Decisions concerning the Foundation’s winding-up are made by the Foundation Board with the consent of the Founders and no objection of the Rady Kontrolnej.
In the case of winding-up the Foundation, its liquidator will be the current Board of the Foundation. The Board of the Foundation may appoint another liquidator of the Foundation by way of a resolution.
The assets of the Foundation after its liquidation should be transferred to Polish institutions indicated by the Board of the Foundation, whose activities are similar to objectives of the Foundation.
The Board of the Foundation shall notify the relevant Minister about the liquidation of the Foundation.