Statute - Fundacja EREM

STATUTE OF THE EREM FOUNDATION AS OF NOVEMBER 2021

CHAPTER I GENERAL PROVISIONS

§1

The Foundation named “Erem Foundation”, hereinafter referred to as the “Foundation”, established by Rev. Zygmunt Niewęgłowski, hereinafter referred to as the “Founder”, by a notarial deed drawn up on 29 November 2021 before Wojciech Szczypkowski, Notary Public in Warsaw, running a Notary Public Office in Warsaw at 2 Bagno Street, Suite 194, shall operate in accordance with the provisions of the Act of 6 April 1984 on Foundations and the provisions of this Statute.

§2

The Foundation has legal personality.

§3

The registered office of the Foundation is in Warsaw.

§4

The supervision over the Foundation is exercised by the competent Minister in charge of religious denominations and national and ethnic minorities

§5

The Foundation shall operate in the Republic of Poland and abroad within the scope defined by legal regulations and the tasks of the Foundation.

§6

The Foundation may create branches, establish establishments, subsidiaries, as well as join companies and foundations.

§7

The Foundation uses a seal with the name of the Foundation and stamps with data identifying the Foundation.

§8

The Foundation may establish badges, medals of honour and grant them, together with other awards and distinctions, to natural and legal persons of merit for the purposes of the Foundation.

§9

The Foundation is established for an indefinite period of time.

CHAPTER 2

§10

The purpose of the Foundation is:

to create places of contemplation;
to organise open and closed retreats, meetings, workshops and holiday stays for Roman Catholic clergy and laity;
organisation of care for clergy and donors and members of the Chapter;
to support hermitic life through the creation of Erems – hermitages for permanent or temporary residence, including the so-called “contemplative years”;
to promote adoration and liturgical spirituality;
to support Catholic pastoral workers, marriages and families by organising holidays, retreats, workshops;

§11

The Foundation pursues its objectives by:

providing direct and indirect material, financial and organisational assistance to the sick, lonely, disabled, poor;
organising, co-organising, running, financing or promoting tourism and recreation in Poland, in particular for children, the youth, families with children and people of retirement age;
carrying out cultural and educational activities, including supporting activities for spiritual development, science, education;
organising and running, against payment and free of charge, various types of charitable, caring, educational, counselling and other institutions intended to achieve the objectives of the Foundation;
construction and operation, against payment and free of charge, of centres intended for a small group of residents, including hermitages;
providing care services to residents;
carrying out social projects for solidarity between the generations
organising, subsidising and supporting rehabilitation and recreation holidays for clergy, donors and chapter members
organisation of training, educational and retreat meetings, retreats, lectures, seminars, conferences, discussions, workshops, pilgrimages, publishing of newsletters and other information and training materials with a view to promoting the objectives of the Foundation;
organising formations aimed at promoting Christian and patriotic values;
integrating environments and people interested in achieving the objectives of the Foundation;
cooperation with natural and legal persons and local government and non-governmental organisations, including foreign ones, whose activities are related to the aims of the Foundation
organisation of international cooperation in order to pursue the objectives of the Foundation
raising funds and goods to conduct charitable, caring, educational, support and other activities specified in these Statutes by organizing collections, collections, concerts and other events of a charitable nature, as well as to attract sponsors, apply for grants and subsidies;
giving grants and donations.

§12

In order to achieve its objectives, the Foundation may support the activities of legal persons conducting operations convergent with the objectives of the Foundation.

CHAPTER 3 ASSETS AND INCOME OF THE FOUNDATION

§13

The assets of the Foundation are:

foundation capital in the amount of PLN 2,500.00 (in words: two thousand five hundred zloty), listed in the notarial deed of its establishment;
real estate, property rights, shares, securities, money and other assets received by way of donation, inheritance, bequest, acquired during the existence of the Foundation;
other gratuitous acquisitions, e.g. transfers, subsidies;
interest on sums deposited with banks;
revenue from the Foundation’s economic activities.

§14

The funds for achieving the objectives of the Foundation and covering the costs of its activities come from:
the foundation capital,
grants, donations, subsidies, bequests and various kinds of financial gifts granted by natural persons, legal persons or entities without legal personality – both domestic and foreign,
economic activities carried out
income from assets, real estate and property rights, in particular securities and other financial instruments available on the capital market,
income from donations, collections and public events,
interest and bank deposits,
income from dividends.
The amount of PLN 1,000.00 (say: one thousand) is intended for the business activities of the Foundation.
The Foundation may enter into contracts of life-annuity.
Income from donations, grants, bequests, legacies and other economic benefits can be used to achieve all the objectives of the Foundation, unless the donors have decided otherwise.

§15

The Foundation shall not:

grant loans or provide security for liabilities with the Foundation’s assets in relation to its Founders, members of its bodies or employees, as well as to persons with whom the employees are married or in a relationship of kinship or affinity in direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “related persons”,
transfer the assets for the benefit of the Founders, members of their organs or employees, or their close relatives, on principles other than in relation to third parties, in particular if the transfer is made free of charge or on preferential conditions,
use its assets for the benefit of the Founders, members of its organs or employees, and their close relatives on principles other than in relation to third parties, unless such use results directly from the statutory purpose of the Foundation,
purchase goods or services on preferential terms from entities in which the Founders, members of its bodies or employees and their close persons participate.

§16

The Foundation may conduct business activities in the field of:
Retail sale of books conducted in specialized shops;
Retail sale of newspapers and stationery in specialised shops;
Retail sale of other new products in specialised shops;
Retail sale of other goods through stalls and markets;
Hotels and similar accommodation;
Restaurants and other fixed catering facilities;
Mobile catering establishments;
Preparing and delivering food for external customers (catering);
Publishing of books;
Publishing of newspapers;
Publishing of magazines and other periodicals;
Other publishing;
Renting and managing of own or leased real estate;
Management of real estate on a fee or contract basis;
Activities of advertising agencies;
Activities connected with the organisation of fairs, exhibitions and congresses;
Out-of-school forms of sport education and sport and recreation activities;
Creative, arts and entertainment activities;
Sports facilities activities;
Other activities connected with sport;
Other amusement and recreation activities.
If undertaking a specific business activity would require obtaining a permit or concession, the Foundation shall undertake such activity only after obtaining such a permit or concession.

§17

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

CHAPTER 4 ORGANS AND ORGANISATION OF THE FOUNDATION

§18

The Board of the Foundation manages its activities in all matters, manages its assets and represents it outside.
The Board of the Foundation consists of 1 to 5 members.
The Board is appointed and dismissed by the Founder. The first Board consists of:
Rev. Zygmunt Niewęgłowski – President of the Board
Rev. Adam Kurowski – Member of the Board.
The Board is appointed for an indefinite period of time.
A member of the Board may be dismissed at any time.
Membership in the Board expires as a result of death, dismissal of a member of the Board or resignation.
Any member of the Board may resign without stating reasons.
Members of the Board may have an employment relationship. The Founder determines the remuneration of Board members and enters into contracts of employment with them.
The Founder may sit on the Board of the Foundation.
Statements on behalf of the Foundation shall be made by the President of the Board.

§19

Resolutions of the Board are adopted by a simple majority of votes in the presence of at least half the members of the Board.
The Management Board adopts resolutions at meetings, in writing (by circulation).
The Management Board may adopt resolutions and hold meetings using means of remote communication, including teleconferencing and videoconferencing.
The procedure for convening Board meetings and passing resolutions will be defined by the Rules adopted by the Board of the Foundation.

§20

For the proper implementation of the objectives of the Statute, the Board may appoint a Chapter of the Foundation, as an advisory body of the Foundation.
The Chapter of the Foundation shall consist of at least 3 people.
In the case of the establishment of the Chapter of the Foundation, it shall elect from among its members the Chairman of the Chapter, who organises its work. The Chapter may appoint another person from among its members to perform this function if the Chapter President is unable to do so.
The Foundation Chapter may
Submit motions concerning the activities of the Foundation;
Award prizes and distinctions for meritorious achievement of the Foundation’s objectives;
receive information on the activities of the Foundation.
In the event of the establishment of the Chapter of the Foundation, its meetings will be held as and when necessary. Chapter meetings will be convened by the Board of the Foundation on its own initiative, at the request of the Chapter Chairman or at the request of 2/3 of the Chapter members.
The scope of action and method of operation of the Chapter of the Foundation may be in the Rules of the Chapter of the Foundation adopted under a separate resolution of the Board.

CHAPTER 5 FIELD UNITS OF THE FOUNDATION

§21

The Foundation may establish field units, branches, establishments, representative offices, subsidiaries and other organisational units, in Poland and abroad, in order to effectively fulfil its statutory objectives.
Field units are established and liquidated by resolution of the Board.
Field units have legal personality of the Foundation on the basis of powers of attorney granted to them by the Board.
The head of a field unit reports directly to the President of the Board.
The Board may by resolution define a detailed organizational structure and functional bodies of the field unit.

§22

A field unit shall apply the provisions of the Statutes of the Foundation.
A field unit is subject to entry in the National Court Register.
At the moment of entry into the National Court Register field unit shall have legal personality of the Foundation.
In matters not regulated by the provisions on field units, the provisions of the Act of 6 April 1984 on Foundations (Journal of Laws 1991 No. 46, item 203, as amended), the Act of 24 April 2003 on Public Benefit Activity and Volunteerism (Journal of Laws 2003 No. 96, item 873, as amended) and this Statute shall apply.

CHAPTER 6 AMENDMENT TO THE STATUTE

§23

Amendments to the Statute shall be made by the Board of the Foundation:
by order of the Founder, issued in writing under pain of invalidity,
on its own initiative.
Amendments to the Statute made on the initiative of the Board of the Foundation require their prior approval by the Founder in writing under pain of invalidity.
Changes in the objectives for the implementation of which the Foundation was established may be made only at the instruction of the Founder, issued in writing under pain of invalidity.
An amendment to the Foundation’s Statute requires entry in the National Court Register.

CHAPTER 7 LIQUIDATION

§24

A resolution on commencement and completion of liquidation is passed by the Board of the Foundation.

§25

The assets remaining after settling the liabilities and receivables will be used for purposes determined by the Board of the Foundation, with particular consideration given to the activities of organisations working for the promotion of ideas corresponding to the objectives of the Foundation.

CHAPTER 8 FINAL PROVISIONS

§26

In the event of the death of the Founder, the powers of the Founder provided for in the Statute shall be vested in a person designated by the Founder in his will. In the absence of a will, the rights and obligations shall be assumed by statutory heirs.
Unless otherwise specified in a resolution of the Board of the Foundation, the financial year of the Foundation is the calendar year.
The Statute comes into force on the date of registration of the Foundation.