FOUNDATION STATUTES " CHRONOS"
The " CHRONOS " Foundation, hereinafter referred to as the Foundation, was established by the Founder Mirosław Janowski, by a notarial deed in the notary's office of Hanna Grajzer in Poznań, Słowackiego St., with reference number A number 1980/2008.
The Foundation operates on the basis of the provisions of the Act on Foundations of April 6, 1984 (Journal of Laws of 1991, No. 46, item 203, as amended ) and these Statutes.
The Foundation has legal personality.
The seat of the Foundation is the city of Poznań.
The minister competent with regard to the scope of his activities and the objectives of the Foundation is the minister for health, the minister for education and the minister responsible for social policy.
1. The area of the Foundation's activity is the territory of the Republic of Poland.
2. For the proper implementation of the Foundation's objectives, the Foundation may conduct operations outside the Republic of Poland.
3. The implementation of the Foundation's statutory tasks may be carried out in cooperation with other entities.
1. The Foundation may create branches, plants, branches as well as join companies and foundations.
2. The Foundation may run a business.
1. The Foundation uses a round seal with an inscription containing its name, seat and stamps with data identifying the Foundation.
2. The template of the seal is established by the Foundation Board.
3. The Foundation may use a distinctive graphic symbol .
The Foundation may establish badges and honorary titles and award them along with other prizes and awards to natural and legal persons distinguished for the purposes chosen by the Foundation or for the Foundation itself.
Objectives and principles of the foundation's operation
The goal of the Foundation is to undertake and support activities in the field of health education and social care, conducting comprehensive activities for the development and protection of health of children, adolescents and adults, including disabled people, as well as care for the elderly and disabled people.
The Foundation realizes its goal through:
1. Propagating and promoting behavior conducive to raising citizens' health awareness.
2. Work to raise awareness of the health protection and health of the population.
3. Conducting training and information campaigns promoting a healthy lifestyle, care for health and beauty as well as psychophysical condition.
4. Organizing and financing courses and training for youth and adults related to deepening knowledge about human development, obtaining knowledge and skills in the field of health, medicine and cosmetics, taking care of their own appearance and image.
5. Running and financing educational institutions educating in pharmaceutical and cosmetic professions and other institutions serving the promotion and development of pro-health activities and supporting practical training of youth and adults in medical specialties and personal services.
1. The Foundation Council may be appointed as a decision-making, control and opinion-making body of the Foundation.
2. The Foundation Council consists of 2 to 5 natural persons.
3. The Foundation Council is made up of the Founder and other persons appointed by the Founder for an indefinite period by virtue of these statutes.
4. The Foundation Council elects its Chairman from among its members.
5. Members of the Foundation Council may be dismissed by the Founder at any time. Membership in the Council expires upon death.
The Foundation Council belongs:
a) supervision over the implementation of the main directions of the Foundation's activities,
b) appointing and dismissing the Chairman of the Board,
c) submitting motions regarding the Foundation's activities,
d) giving opinions on the Foundation's annual and long-term programs of operation,
e) expressing opinions on matters submitted to it by the Management Board,
f) establishing the internal organization of the Foundation,
g) reviewing and approving reports on the management board's activities,
h) providing opinions and approving amendments to the statutes prepared by the Management Board,
i) taking decisions on the merger with another Foundation or the liquidation of the foundation at the request of the Board of the Foundation.
1. The Foundation Council works at meetings convened by the Chairman of the Foundation Council, at least twice a year. A representative of the Foundation's Board participates in these meetings to provide explanations.
1. Persons and representatives of organizations whose activities coincide with the Foundation's goals may be invited to participate in the meetings of the Foundation Council.
2. The participation of the persons mentioned in point 1 in the meetings of the Council is of an advisory nature.
3. The functions of the chairman and other members of the Board are honorary and free. The Council may, however, grant reimbursement of necessary expenses made by members of the Board in carrying out activities for the Foundation.
1. The Foundation Board, hereinafter referred to as the Board, consists of 1 to 3 people and is appointed for an indefinite period by the Founder.
2. Membership of the Management Board expires upon dismissal or death of a member of the Management Board.
3. Members of the Management Board may be dismissed by the Founder at any time, in particular in the case of:
b) taking up a job the nature of which prevents proper performance of the function of a member of the Management Board,
c) illness, disability or loss of strength - causing permanent inability to perform functions,
d) not performing the duties of a member for more than a year,
e) improper performance of the function of a member,
f) a material breach of the provisions of the Statute.
The work of the Management Board is managed by the President, appointed by the Founder.
The President from the Management Board may appoint a Vice President and Secretary.
1. The Board manages the Foundation's activities and represents it outside.
2. The tasks of the Management Board include in particular:
a) adopting the Foundation's annual operating plans and financial plans,
b) adopting regulations,
c) exercising management over the Foundation's assets,
d) determining the employment level and funds for the remuneration of employees of the Foundation
e) making decisions on all matters not delegated to the competence of other bodies,
f) accepting donations, inheritances and bequests, subsidies and subsidies,
g) submitting an application and consenting to changes in the statute of the Foundation,
h) merger with another foundation and liquidation of the Foundation.
3. The Management Board makes decisions at meetings in the form of resolutions.
4. All members of the Management Board must be notified of the meeting.
5. The Management Board may appoint proxies to manage a separate sphere of matters belonging to the Foundation's tasks.
6. Every year, by April 30 each year, the Management Board is obliged to submit to the Foundation Council an Annual Report on the Foundation's activities.
The declaration of intent on behalf of the Foundation is made by the President independently or by two members of the Board together.
The Management Board adopts resolutions by a simple majority of votes, while the validity of resolutions requires the presence of at least half of its members, including the President or Vice President of the Management Board in person.
Board meetings are held as needed.
1. Members of the Management Board may remain in an employment relationship with the Foundation.
2. The remuneration of members of the Management Board shall be determined by the Founder in consultation with the President.
1. The working and pay conditions of employees of the Foundation's office shall be determined by the Management Board.
2. The remuneration of members and employees of the Foundation's office is paid from the Foundation's funds.
Foundation's economic activity
1. The subject of the Foundation's economic activity may be conducting manufacturing and service activities in accordance with the provisions in force in this respect in the following scope:
1) Production of ready meals and dishes (PKD 10.85 Z),
2) Service activities related to preparation for printing (PKD 18.13.Z),
3) Retail sale via mail order houses or the Internet (PKD 47.91.Z)
4) Other retail sales outside the store network, stalls and markets (PKD 47.99.Z),
5) Hotels and similar accommodation facilities (PKD 55.10.Z),
6) Restaurants and other permanent catering establishments (PKD 56.10.A),
7) Preparation and delivery of food for external recipients ( catering ) (PKD 56.21.Z),
8) Preparation and serving of beverages (PKD 56.30.Z),
9) Activities related to film projection (PKD 59.14.Z),
10) data processing; website management (hosting) and similar activities (PKD 63.11.Z),
11) Activity of internet portals (PKD 63.12.Z),
12) Buying and selling of own real estate (PKD 68.10.Z),
13) Rental and management of own or leased real estate (PKD 68.20.Z),
14) Other activities related to providing employees (PKD 78.30.Z),
15) Pre-school education (PKD 85.10.Z),
16) Post-secondary schools (PKD 85.41.Z),
17) Teacher training centers and colleges of social service employees (PKD 85.42.A),
18) Higher education institutions (PKD 85.42.B),
19) Extracurricular education in driving and piloting (PKD 85.53.Z),
20) Non-school forms of sport education as well as sport and recreational activities (PKD 85.51.Z),
21) Learning foreign languages (PKD 85.59.A),
22) Other non-school forms of education, not elsewhere classified (PKD 85.59.B),
23) Educational support activities (PKD 85.60.Z),
24) Physiotherapeutic activity (PKD 86.90.A),
25) Paramedical activities (PKD 86.90.D),
26) Other healthcare activities not elsewhere classified (PKD 86.90.E),
27) Practice of nurses and midwives (PKD 86.90.C),
28) Social assistance with accommodation providing nursing care (PKD 87.10.Z),
29) Social assistance with accommodation for the elderly and the disabled (PKD 87.30.Z),
30) Other social assistance with accommodation (PKD 87.90.Z),
31) Day care for children (PKD 88.91.Z),
32) Other social assistance without accommodation, not elsewhere classified (PKD 88.99.Z),
33) Activities connected with staging artistic performances (PKD 90.01.Z),
34) Activities of facilities for improving physical condition (PKD 93.13.Z),
35) Service activities related to improving physical condition (PKD 96.04.Z),
36) Other service activities, not elsewhere classified (PKD 96.09.Z),
2. The Foundation may conduct business activity directly or through organizationally separated plants.
3. The Foundation may create commercial law companies.
4. Business activities conducted directly by the Foundation are organized and managed by the Foundation Board. Separate plants are managed by directors appointed by the Management Board.
5. The scope of activities of the Foundation's business plants and the scope of powers and duties of plant directors are determined by the organizational regulations of the plants, given by the Foundation's Board.
6. All the Foundation's income from business operations may be allocated solely to the realization of its statutory goals and remuneration of members of the Board, employees of the Foundation and maintenance of its office.
7. The decision to start a business in the field referred to in paragraph 1 is taken up by the Management Board, which is responsible for this activity.
8. The Management Board defines the principles of conducting business activity by the Foundation.
9. Before starting business activity in a given area, the Foundation will obtain the required permit, concession or authorization, if required by law.
Change of statute
1. Decisions regarding the amendment of the Statute are made by the Foundation Board.
2. Resolutions regarding the amendment of the Foundation's Statute are adopted by a 2/3 (two-thirds) majority of votes cast in the presence of half of the members of the Foundation's Board.
To effectively realize its goals, the Foundation may merge with another foundation.
The decision on the merger is made by the Foundation Council at the request of the Board.
1. The Foundation was established for an indefinite period, it is liquidated, in particular if its resources and assets run out.
2. The decision on the liquidation of the Foundation is made by the Foundation Council by means of a unanimous resolution adopted at the request of the Board.
3. The liquidation is carried out by the liquidator appointed by the Foundation Council.
4. The assets remaining after liquidation shall be allocated to the Foundation's statutory purpose, in particular by transferring it to institutions whose activities correspond to this Foundation's purpose.
The statute was adopted on May 7, 2008.