STATUTES OF THE SINUSOIDA FREEDOM FOUNDATION

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General provisions

The foundation under the name Sinusoida Freedom Foundation, hereinafter referred to as the “Foundation”, was established by Krzysztof Janiszewski, hereinafter referred to as the “Founder”, by a notarial deed executed before notary Aneta Magda – Zielecka, ul. Ratuszowa 2/10, 43-300 Bielsko-Biała.

The Foundation operates on the basis of the provisions of the Act of 6 April 1984 on Foundations, hereinafter referred to as the “Act”, and these Statutes.

The Foundation has legal personality.

The minister competent with regard to the objectives of the Foundation is the minister responsible for family, labour and social policy.

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The seat of the Foundation is the city of Bielsko-Biała (Śląskie Voivodeship).

The area of activity of the Foundation is the territory of the Republic of Poland; however, to the extent necessary for the proper fulfilment of its objectives, it may also conduct activities outside the territory of the Republic of Poland.

For the purposes of cooperation abroad, the Foundation may use translations of its name into selected foreign languages.

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The Foundation is established for an indefinite period.

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The Foundation may establish certificates, badges, honorary medals and award them, together with other prizes and distinctions, to natural and legal persons meritorious for the Foundation.

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Objectives and principles of the Foundation’s activities

The main objective of the Foundation is multidimensional FREEDOM.

In addition, the Foundation pursues the following objectives:

• social assistance, including assistance to families and persons in difficult life situations and equalising opportunities for such families and persons;

• support for families and the foster care system;

• provision of free legal assistance and increasing legal awareness in society;

• activities for the integration and professional and social reintegration of persons at risk of social exclusion;

• charitable activities;

• sustaining and promoting national tradition, nurturing Polish identity and developing national, civic and cultural awareness;

• activities for national and ethnic minorities and regional languages;

• activities for the integration of foreigners;

• protection and promotion of health, including medical activities within the meaning of the Act of 15 April 2011 on Medical Activity (Journal of Laws of 2022, item 633, as amended);

• activities for persons with disabilities;

• promotion of employment and professional activation of unemployed persons and those at risk of losing employment;

• activities for equal rights of women and men;

• activities for elderly persons;

• activities supporting economic development, including the development of entrepreneurship;

• activities supporting the development of technology, inventiveness and innovation, and the dissemination and implementation of new technical solutions in economic practice;

• activities supporting the development of local communities and community bonds;

• science, education, schooling and upbringing;

• activities for children and youth, including leisure and recreation for children and youth;

• culture, art, protection of cultural goods and national heritage;

• support and promotion of physical culture;

• ecology and animal protection and protection of natural heritage;

• tourism and sightseeing;

• promotion and protection of human rights and civil liberties, as well as activities supporting the development of democracy;

• provision of free civic counselling;

• promotion and protection of consumer rights;

• activities for European integration and development of contacts and cooperation between societies;

• promotion and organisation of volunteering;

• activities for assistance to Polonia and Poles abroad;

• promotion of the Republic of Poland abroad;

• activities for family, motherhood, parenthood, promotion and protection of children’s rights;

• counteracting addictions and social pathologies;

• revitalisation;

• activities for non-governmental organisations and entities referred to in Article 3(3) of the Act on Public Benefit and Volunteer Work, within the scope specified in points 1–32;

• activities for social economy entities and social enterprises referred to in the Act of 5 August 2022 on the Social Economy (Journal of Laws, items 1812 and 2140).

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The objectives of the Foundation are achieved through:

• supporting and promoting the development of education and activities aimed at improving the quality of education, including in particular artistic, health, ecological, sports, financial, spiritual, cultural, technological and language education;

• equalising educational opportunities for children and youth;

• supporting learning and creative initiatives encouraging the acquisition of knowledge;

• counteracting educational exclusion, supporting and promoting educational and educational activities aimed at the comprehensive development of children and youth, in particular artistic development;

• developing entrepreneurship among youth and adults;

• activities aimed at improving the quality of education and professional development of teachers, instructors and trainers, as well as further professionalisation of their work;

• informing, promoting and implementing alternative education;

• promoting an individual approach to the education of children and youth;

• organising and conducting conferences, trainings, etc. within the scope of the Foundation’s objectives;

• organising courses, lectures, meetings, conferences and specialised trainings, etc. for persons interested in achieving the statutory objectives of the Foundation;

• organising competitions and rankings, etc. within the scope of the statutory objectives;

• organising social campaigns and fairs related to the subject matter of the Foundation’s interests;

• conducting substantive programmes and trainings, including in e-learning form;

• cooperation with state and local government institutions, social organisations, non-governmental organisations, the private sector and natural persons operating and interested in activities within the scope of the Foundation’s objectives;

• informational, promotional, educational, publishing and research activities;

• promotion and organisation of volunteering;

• preparation and publication of publications;

• presenting and promoting the statutory objectives of the Foundation in social media and other mass media;

• event-related activities connected with the objectives of the Foundation;

• organising and financing scholarships and awards for children and youth;

• making educational resources, informational materials and development tools available through an online platform on a subscription basis, enabling users to:

  • access knowledge in the field of multidimensional freedom, personal development, education and other aspects of life consistent with the Foundation’s objectives;

  • create, publish and share their own educational and developmental content on the platform supporting the statutory objectives of the Foundation;

  • use additional portal functionalities supporting personal, social, ecological and spiritual development;

• promoting the Foundation’s principles internationally and in Poland by all available means.

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In order to achieve its objectives, the Foundation may support the activities of other persons and institutions whose activities are consistent with its objectives.

The Foundation may conduct its activities in the form of non-paid and paid public benefit activities, as well as business activities.

The Foundation’s activities may also be carried out through participation in civil law and commercial companies, including companies with the participation of foreign entities.

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Assets and income of the Foundation

The assets of the Foundation consist of the Founding Fund in the amount of PLN 2,000.00 (in words: two thousand zlotys), which consists of the Founder’s contribution.

In addition, the assets of the Foundation consist of financial resources, property rights, real estate, movable property, securities and other property acquired by the Foundation in the course of its activities.

The Foundation is liable for its obligations with all its assets.

The income of the Foundation may come in particular from:

• donations, inheritances and bequests;

• grants and subsidies;

• income from public collections and events;

• income from the Foundation’s assets;

• interest and bank deposits;

• paid statutory activities;

• business activities.

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If the Foundation is appointed as an heir, the Management Board of the Foundation shall submit a declaration of acceptance of the inheritance with the benefit of inventory, but only if at the time of submitting such declaration it is obvious that the assets of the estate exceed its liabilities.

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The Foundation shall not accept or make cash payments equal to or exceeding the equivalent of EUR 10,000.00 (ten thousand euros), regardless of whether the payment is made as a single transaction or as several transactions that appear to be linked.

If the provisions of law on counteracting money laundering and terrorist financing provide for a lower or higher amount than indicated above, the reaching of which results in recognising the Foundation as an obliged institution, the prohibition of accepting or making cash payments shall apply to such lower or higher amount.

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IV. Business activity

In order to increase the funds allocated to the implementation of the Foundation’s statutory objectives and statutory activities, the Foundation may conduct business activities.

For the purposes of conducting business activities, the Foundation may create separate internal organisational units or – upon adoption of an appropriate resolution by the Management Board.

Organisational units established in accordance with this paragraph shall be subordinate to the Management Board of the Foundation. The Management Board may adopt organisational regulations for such units, specifying in particular the scope and subject of the unit’s activity, rules for appointing and dismissing persons managing the unit’s activities, and the scope of their rights and obligations.

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The subject of the Foundation’s business activity may include:

(PKD codes preserved as in the original text)

[list preserved exactly as provided]

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If undertaking any business activity requires prior obtaining of a permit, patent or licence, the Foundation shall commence such activity only after obtaining it.

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From the Foundation’s assets, the amount of PLN 1,000.00 (in words: one thousand zlotys) shall be allocated to the Foundation’s business activities.

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The Foundation conducts its financial management and accounting in accordance with regulations applicable to legal persons.

In the accounting records of the Foundation, business activities are separated from other statutory activities.

Business activities conducted by the Foundation are not identical with the Foundation’s paid statutory activities.

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Bodies of the Foundation

The bodies of the Foundation are:

• the Founder;

• the Management Board of the Foundation.

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Founder

The exclusive competence of the Founder includes:

• appointing and dismissing members of the Management Board;

• amending the statutes, including changes to the statutory objectives of the Foundation;

• making decisions on the merger or liquidation of the Foundation in accordance with the provisions of the Statutes;

The Founder makes decisions in the form of resolutions.

The Founder may appoint his/her representatives.

Upon the death of the Founder, the role of the Founder shall be assumed by his/her heirs.

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Management Board of the Foundation

The Management Board consists of two to five persons, including the President of the Foundation, and is appointed and dismissed by the Founder or, in the event of his/her death, by his/her heirs or an appointed representative.

The Management Board is appointed for an indefinite period.

The first Management Board consists of the Founder acting as President of the Management Board.

Members of the Management Board may not have been convicted by a final judgment for an intentional crime prosecuted by public indictment or for a fiscal offence.

The work of the Management Board is directed by the President of the Management Board.

The competences of the Management Board include in particular:

• representation of the Foundation externally;

• preparation of the Foundation’s programmes of activity;

• management of the Foundation’s assets;

• acceptance of donations, subsidies, inheritances and bequests;

• preparation and approval of reports on the Foundation’s activities;

• determining the level of employment and remuneration for employees of the Foundation;

• responsibility for the implementation of statutory objectives;

• making decisions on the Foundation’s accession to companies and foundations;

• submitting motions regarding merger or liquidation of the Foundation;

• appointing representatives;

• adopting internal regulations and acts of the Foundation;

• appointing and dismissing programme councils, advisory and consultative bodies.

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The Management Board makes decisions at meetings in the form of resolutions – by a simple majority of votes of members present at the meeting; in the case where the Management Board consists of two members, the deciding vote belongs to the President of the Management Board.

All members of the Management Board must be notified of the meeting.

Notification shall be made by e-mail, traditional mail or telephone at least 3 days before the planned meeting.

Meetings of the Management Board shall be held as needed, but not less frequently than once every six months.

The Management Board may appoint representatives to manage a separated sphere of matters falling within the tasks of the Foundation.

The Management Board may grant power of attorney to a person who is not a member of the Management Board, including for signing contracts and substantive approval of documents.

Such power of attorney shall be granted by resolution, specifying the scope of activities covered.

The Foundation is entitled to employ employees, including members of the Management Board.

Membership in the Management Board expires upon:

• dismissal by the Founder;

• death of a Board member;

• submission of resignation by a Board member to the Management Board, effective only upon adoption of a dismissal resolution by the Founder;

• conviction by a final court judgment for an intentional crime prosecuted by public indictment or for a fiscal offence.

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If necessary, the Management Board may establish a Foundation office for administrative support of the Foundation’s operations.

The terms of employment and remuneration of the Foundation’s office employees are determined by the Management Board.

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Each member of the Management Board or an authorised representative is individually authorised to represent the Foundation, including incurring financial obligations.

In the case of credit obligations and derivatives with banks or other financial institutions providing bank-like services, a resolution of the Management Board is required.

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Merger of the Foundation

The Foundation may merge with another foundation under conditions agreed by the parties.

The merger may take place through acquisition or through the establishment of a new foundation.

The decision on the merger is made by the Founder.

As a result of the merger, the objectives of the Foundation may not be changed.

The body authorised to determine the terms of the merger and perform all activities related to the merger process is the Management Board, subject to prior presentation and approval by the Founder.

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Liquidation of the Foundation

The Foundation shall be liquidated upon achievement of the objectives for which it was established.

The decision on liquidation is made by the Founder.

The liquidators of the Foundation are members of the last Management Board or persons designated by the Founder.

The assets remaining after liquidation shall be fully allocated to objectives similar to those of the Foundation. The specific objectives to which the assets shall be allocated are determined by the Founder.

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Final provisions

In matters not regulated by these Statutes, the provisions of the Act of 6 April 1984 on Foundations and the Civil Code shall apply.