STATUTE OF INSTITUTE OF CARDIOLOGY FOUNDATION

STATUTE OF INSTITUTE OF CARDIOLOGY FOUNDATION

consolidated text for the day 6 september 2011
(TRANSLATION)

I General Provisions

 § 1.

1. The Foundation, under the name of Fundacja Instytutu Kardiologii, hereinafter referred to “Foundation”, established by notarial act dated 12 February 1992, rep. A no 2307/92, operates on the Law basis: Ustawa z dnia 6 kwietnia 1984 r. o fundacjach (Dz. U. 1991, Nr 46, poz. 203) AND Ustawa z dnia 24 kwietnia 2003 r. o działalności pożytku publicznego i o wolontariacie (Dz. U. 2003 r. Nr 96 poz. 873) AND this Statute.
2. The Foundation has legal personality.
3. Minister competent for the purpose of the Foundation is the Minister of Health.

§ 2.

1. Foundation Headquarters is located in Capital City Warsaw.
2. The area of the Foundation’s activity is the Polish Republic.
3. For the proper implementation of its objectives, the Foundation may operate outside the Polish Republic.
4. The Foundation may establish branches, departments, subsidiaries, and also join companies and other foundations.
5. The Foundation was established for an indefinite period of time.
6. The Foundation uses a seal with the code name and registered office of the Foundation.
7. The name of the Foundation is „Fundacja Instytutu Kardiologii”. The Foundation may use distinctive logo.
8. The Foundation may establish badges and titles of honor and award them with other prizes and awards to individuals and corporations for help in realization of Foundation objectives.
9. The Foundation is a NGO organizing charitable activities within the meaning of Law basis: Ustawa z dnia 24 kwietnia 2003 r. o działalności pożytku publicznego i o wolontariacie (ustawa o działalności pożytku publicznego) (Dz.U. 2003 r. Nr 96 poz. 873).
10. The Foundation operates in the sphere of socially useful public tasks specified in the Act on public benefit, for the benefit of the general community; this activity is the sole statutory activity of the Foundation.
11. Foundation’s statutory activity may be conducted as an payed activity or as an activity free of charge, within the meaning of the Act on public benefit. Both of these activities will be separate accounting to the extent that the term revenues, costs and results, taking into account the accounting rules.
12. The Foundation may carry business – both at home and abroad – only in areas to achieve the statutory goals, that is – its own business in the sphere of socially useful public tasks.
13. Foundation is not established to make a profit; income derived will be allocated for the implementation of statutory objectives.

II Objectives and action types of the Foundation

 § 3

1. The objectives of the Foundation is to support medical, research and teaching activities of Institute of Cardiology in Warsaw.
2.  The Foundation pursues its goals through:
   1. The collection of material and financial resources for the modernization of the hospital of Institute,
   2. Providing help to stimulate improvements in the treatment and working at the Institute,
   3. Initiating, organizing and promoting research in the field of cardiology and cardiac surgery and related fields,
   4. Dissemination and promotion of the latest research results in the fields of cardiology and cardiac surgery by:
      1. organizing symposia and scientific conferences and exhibitions,
      2. organizing competitions on scientific work in the field of cardiology, cardiac surgery and medical technology,
      3. Publishing of its own information materials and publications, and supporting medical publications and popularisation.
   5. Raising the qualifications of employees through:
      1. funding of foreign and domestic scholarships,
      2. employees support to participate in scientific symposia at home and abroad,
      3. employees trainings
   6. Promotion of the use of modern equipment and medical equipment as well as new medical technologies,
   7. Promoting Foundation and Institute of Cardiology both at home and abroad,
   8. Collaboration with national and international foundations, associations, scientific committees, government agencies whose objectives and tasks are identical or similar to the objectives of the Foundation. This cooperation is aimed at accelerating and expanding activities of the Foundation.
3. To achieve its objectives, the Foundation may support the activities of other legal and natural persons, whose goals are consistent with the objectives of the Foundation.

III The Foundation’s assets

 § 4.

1. The Foundation’s initial found is 11.000.000 PLN (eleven million zlotys) representing a Founders cash contribution, according to a statement of intent to establish the Foundation as well as material resources, movable and immovable property given to the Foundation or acquired by it as a result of economic activity.
2. Achieving the objectives of the Foundation are financed by the Fund and of the measures referred to in paragraph. 1, as well as the income received by the Foundation, on the terms specified in this Statute.
3. The Foundation’s income may come in particular from:
   1. domestic and foreign donations, inheritances, bequests,
   2. grants, donations and subsidies,
   3. interest on deposits in banks and capital market institutions in the country and abroad and securities,
   4. financial operations, with the exception of trading in securities,
   5. income from economic activities of the Foundation,
   6. dividends and profits from shares.
4. The Foundation has no right to take action consisting in:
   1. lending or securing commitments Foundation’s assets to the members of the Foundation Council members, Foundation Board members or employees of the Foundation and persons with whom the Foundation Council members, the Foundation Board members or the Foundation employees are married or in a relationship or kinship in a straight line, kinship or collateral affinity to the second degree, or are related by adoption, guardianship or custody, hereinafter referred to as „relatives”
   2. the transfer of the assets of the Foundation for the members of the Foundation Council members, Foundation Board members or the Foundation employees and their relatives in a manner other than in relation to third parties, in particular if the transfer is free of charge or on preferential terms,
   3. the use of assets to Foundation Council members, Foundation Board members or the Foundation employees and their relatives in a manner other than in relation to third parties, unless the use is directly related to the performance of the tasks of the Foundation,
   4. purchasing goods or services from entities in which Foundation Council members, Foundation Board members or Foundation employees and their relatives in a manner other than in relation to third parties or at prices higher than market.
5. Income from grants, donations, legacies and bequests may be used to implement all or some of the objectives of the Foundation, if the donor or testator does not decide otherwise.
6. In the case of the Foundation is to inherit, the Foundation Board shall make a declaration of acceptance of the inheritance and only if at the time of this statement is obvious that the condition of the inheritance exceeds the long succession
7. The Foundation manages the financial and accounting records in accordance with rules applicable corporations.
8. The Foundation is liable with all its assets for its obligations.

IV Economic Activity

§ 5.

1. The Foundation may lead, at home and abroad, economic activity in the area to achieve the statutory purposes only as ancillary to the activities of public benefit through: conducting their own separate economic department, participation in companies on a shareholder or by organizing economic activity, the general rules and the conduct and settlement will determine by resolution to be approved by the Foundation Council and Foundation Board.
2. The economic activities of the Foundation are:
   1. production activities involving the production of forming scientific advancements in technology and medical techniques and trade involving the circulation (sales achievements and implementation referred to in paragraph d),
   2. postgraduate training of medical professionals, provide expertise, services and consulting decisions on the objectives of the Foundation for fee-paying basis,
   3. provide expertise, analysis and review commissioned by the state administration offices, other scientific institutions, health care institutions and other business entities,
   4. trading of achievements of scientific, technological, technical and organizational and implementation of these achievements into practice carried out in the manner and under the terms of the relevant provisions, in particular copyright, invention etc.,
   5. paid services provide diagnostic, therapeutic, sanatoriums and other services in the field of health care and health promotion business establishments referred to in paragraph. 2 pt. a).
3. The entire economic activity income will be allocated to the statutory activities of the Foundation.
4. The Foundation carries on business directly or through a separate departments
5. Economic activities conducted by the Foundation are organized and directed by Foundation Board, in accordance with the rules adopted pursuant to § 5 pt. 1.
6. Departments are organizational units of the Foundation, subject to the Foundation Board. Departments are separated on the basis of self-financing, according to their holdings in the own funds.
7. The decision to establish the department and the appointment and removal of its director is made by the Foundation Board. The decision of liquidation of the Department is taken by Foundation Board, which appoints liquidators and supervises their activities.
8. The Department manager is a representative of the Board, authorized for all activities related to management of the Department. To dispose of assets or its load it is required separate, special power of attorney of the Foundation Board.
9. The Department manager is a manager within the meaning of the Labour Code.
10. The scope of operation of the department and the detailed scope of powers and duties of the manager of Department are determined by organization regulations of the Department which is created by the Foundation Board.

V Foundation Authorities

§ 6.

1. Foundation Authorities are:
   1. Foundation Council,
   2. Foundation Board.
2. The resolutions of the Foundation’s bodies passed by a simple majority, the presence of at least half of their members, unless this Statute or rules of procedure of the body, adopted in accordance with the provisions of this Statute, provides another way to pass a resolution.

§ 7.

1. The Foundation Council is composed of 4 to 6 people.
2. The Foundation Council elects the Chairman of the Council and Vice Chairman of the Council by simple majority.
3. The detailed mode of operation of the Foundation Council determines the „Terms of the Foundation Council”. Terms of the Foundation Council is adopted by a simple majority vote by the Foundation Council members.
4. Members of the Foundation Council:
   1. They may not be Foundation Board Members nor be married, in consanguinity, affinity or subordination arising from work performed outside the Foundation paid, with them
   2. They can not be convicted of an offense of willful misconduct prosecuted by indictment or a tax offense,
   3. They do not receive salary for serving as Foundation Council member and for their participation in the Foundation Council meetings.

§ 8.

1. The work of the Foundation Council is managed by Chairman of Foundation Council. He represents Foundation Council outside and to the Foundation Board.
2. Ordinary meeting of the Foundation Council takes place at least 2 times a year. In order to perform the obligation, referred to § 10.2.8 od Statute the first meeting of the Foundation Council shall take place no later than 15 March of each year. Extraordinary meetings shall be convened by the Chairman or Vice-Chairman of Foundation Council on its own initiative or at the request of the Foundation Board or a member / members of the Foundation Council.

§ 9.

1. Termination of membership in the Foundation Council shall be upon resignation from his function, dismissal or death of a person carrying out that function.
2. Dismissal of Foundation Council member shall be made by the Chairman of the Council on the basis of important reasons after secret ballot in the presence of at least 4 of its members, by a simple majority of votes. Dismissal of the Chairman Foundation of the council is made by the affirmative vote of 3/4 of all votes in a secret ballot conducted without the participation of the Chairman
3. A person ascending to the place of Chairman of Foundation Council, whose membership ceased for the reasons set out in paragraph 1 is selected from among persons of high moral authority and prestige of the professional by the Foundation Council, by resolution, subject to § 6 pt. 2.

§ 10.

1. The Foundation Council is the body control and supervision, which is separate from the management body and not subject to him in the performance of internal control or supervision. The Foundation Board has the power of initiative and deliberative.
2. The tasks of the Foundation Council are, in particular:
   1. appointing and dismissing members of the Board, including the President,
   2. appointing a representative for concluding contracts with members of the Foundation Council,
   3. laying out the main directions of activities of the Foundation,
   4. approval of the programs prepared by the Foundation Board, where provided for by Statute,
   5. adopting amendments to the Statute of the Foundation,
   6. establishing guidelines for Foundation Board as to the manner in accumulated funds,
   7. assessment of the proper use of assets and funds of the Foundation,
   8. approval of the annual reports of the Board activities,
   9. adoption and amend the Terms of the Foundation Council and to approve the Regulations proposed by the Foundation Board and its amendments,
   10. adopting resolutions on the merger or liquidation or the establishment of a Foundation department,
   11. setting the remuneration of the members of the Board and guidelines for the remuneration of employees of the Foundation and other persons cooperating with the Foundation on the basis of civil law contracts,
   12. opinions on matters submitted to it by the Board.

§ 11.

1. The Board of the Foundation consists of 2 or 3 members, including the President, appointed and dismissed by the Foundation Council.
2. The term of office of members of the Board lasts 3 years

§ 12.

1. Dismissal of a member of the Board may occur in the event of:
   1. work or other activities, the nature of which prevents a proper exercise of a member of the Foundation Board,
   2. illness, disability or loss of strength – resulting in permanent inability to perform that function,
   3. failure to fulfill the duties of a member of the Board for a period longer than two months, regardless of the reason,
   4. exceeding 80 years of age,
   5. improper performance of the functions member of the Board,
   6. not comply with the law or material breach of the Statute Regulations.
2. Members of the Board may not be a person convicted for an offense prosecuted by indictment or a tax offense.

§ 13.

Membership in the Board shall stop:

1. on the expiry of the term of office or resignation, with the proviso that until the appointment of a new member of the Management Board or the Board of existing member or members are obliged to fulfill their duties under the existing rules,
2. upon the death of a member of the Board,
3. as a result of appeal.

§ 14.

1. The Foundation Board directs its activities and represents the Foundation outside.
2. Authorized to represent Foundation is President of Foundation Board who can act independently or two members of the Foundation Board acting jointly. The Board may appoint attorneys, granting them special power of attorney.
3. Detailed mode of operation of the Board determines “Regulations of the Board”, adopted by a simple majority of the members of the Foundation Board.

§ 15.

Members of the Board perform their duties honorably or under a contract of employment.

§ 16.

The Board is accountable to the Board of the Foundation for achieving the objectives of the Foundation and the proper and purposefulness (rationality) activities undertaken by the Foundation.

§ 17.

The Foundation Board activity shall include in particular:

1. managing the ongoing activities of the Foundation and representing it outside,
2. management of assets and funds of the Foundation,
3. determining the number of jobs,
4. within the guidelines of the Foundation Council to determine the remuneration, the amount of funds for salaries and rewards for employees of the Foundation and persons cooperating with the Foundation under civil law contracts,
5. approval of annual and long-term programs of the Foundation based on the assumptions adopted by the Foundation Council,
6. implementation of programs of the Foundation and its goals,
7. preparing the annual financial statements of the Foundation required accounting rules and the annual report on the activities of the Foundation in accordance with the Law on Foundations and the law on public benefit activity and then submitting them for consideration by the Foundation Council or administration statements to the public through its publication on the website of the Foundation,
8. implementation of specific dispositions (orders, records) donors and / or spadkodawców, unless they are contrary to the objectives of the Foundation or to the provisions of this Statute,
9. adopting regulations and internal acts not provided in Statute to the exclusive competence of the Foundation Council,
10. applying to the Foundation Council with proposals on amendments to the Statute, merger, establishment or liquidation of the Foundation department.

VI Creating Departments, merging the Foundation

 § 18.

1. For effective implementation of its objectives, the Foundation may establish departments at home and abroad.
2. The decision on the establishment of department is made by Foundation Council with unanimous resolution adopted after hearing the competent minister.

§ 19.

1. For effective implementation of its objectives, the Foundation may merge with another foundation.
2. The connection can not take place if the outcome would be changed purpose of the Foundation.
3. The decision on the merger takes Foundation Council by unanimous resolution adopted after hearing the competent minister. For the connection of the Foundation are necessary appropriate action, on the other Foundation Statute required.

VII Dissolution and liquidation of the Foundation

§ 20.

1. The Foundation shall be liquidated if the purpose for which it was established, or in the case of exhaustion of its funds and assets.
2. The decision to liquidate the Foundation undertakes the Foundation Council by unanimous resolution adopted at the request of the Foundation Board.
3. The liquidation is carried by liquidator appointed by the Foundation Council.
4. The assets remaining after liquidation receives the Institute of Cardiology in Warsaw or its legal successor.

VIII Amendments to the Statute

§ 21.

1. Amendments to the Statute of the Foundation is made by the Foundation Council on its own initiative or at the request of the Foundation Board.
2. Resolutions concerning amendments to the Statute of the Foundation shall be adopted by a majority of 2/3 (two thirds) of the votes cast in the presence of at least half of the Members of the Board.

IX Final Provisions

§ 22.

The financial year is the calendar year of the Foundation.

§ 23.

1. Preparation of annual accounts of the Foundation, the required accounting rules and the annual report on the activities of the Foundation, in accordance with the Law on Foundations and the law on public benefit activities should take place by the end of February each year.
2. The annual financial statements shall be audited by the auditor.
3. The Foundation annually submit to the competent minister, on 31 March, a report on its activities for the previous year.