ARTICLES OF ASSOCIATION OF THE FOUNDATION
Fundacja Polityki Społecznej PREKURSOR
(PREKURSOR - Foundation for Social Policy)
- The Foundation operating as Fundacja Polityki Społecznej PREKURSOR, hereinafter referred to as the Foundation, operates pursuant to Act of 6 April 1984 on Foundations (uniform text of the Journal of Laws of 1991 No. 46, item 203, as amended), other legal regulations and the provisions of these Articles of Association.
- The Foundation was established by Magdalena Bartnik, hereinafter referred to as the Founder, under the Notarial Deed, Register A3574/2011, drawn up by Tomasz Czyżewski, a notary public, in the Notary Public Office in Konstancin-Jeziorna, at ul. Wilanowska 1 on 30 November 2011.
- The Foundation may use the equivalent English name which is: PREKURSOR - Foundation for Social Policy.
- The Foundation is apolitical and not affiliated with any religion.
- The Foundation shall have legal personality.
- The registered office of the Foundation shall be in the capital city of Warsaw.
- The Foundation shall operate in the territory of the Republic of Poland and abroad.
- The Foundation may establish branches and subsidiaries. It shall also be entitled to establish subordinate units.
- The Foundation may be a member of domestic and foreign organisations and networks of organisations of the same or similar profile.
- The Foundation was established for an indefinite period of time.
The Foundation shall acquire legal personality upon its entry into the National Court Register.
The Foundation may establish distinctions, honorary medals and award them together with other awards and distinctions to natural and legal persons of merit to the Foundation.
Objectives, forms and principles of the Foundation’s operation
The objectives of the Foundation are:
- protecting human rights, freedoms, rights and civil liberties, actions to secure access to information, education, legal aid, social assistance, health care, including in particular the individuals who experience discrimination;
- promoting activities supporting the development of democracy, including in particular counteracting all forms of discrimination;
- promoting attitudes of civic activity and responsibility, supporting civic society;
- solving social problems - including counteracting addictions, homelessness, social exclusion;
- protecting and promoting public health, including in particular the context of using psychoactive substances and sexual health;
- equalising opportunities for weaker groups, threatened by social exclusion, who experience discrimination;
- educational, sports, cultural, publishing and research activities, in particular for the benefit of the individuals who experience discrimination;
- promoting employment and professional activation, counteracting unemployment, protecting employee rights, defining the employment policy, conditions of work safety;
- activities supporting the development of local communities and societies as well as activist movements, activities for European integration and development of contacts and cooperation between societies and local communities;
- promoting and organising volunteering activities.
The Foundation shall pursue its objectives by:
- initiating public debate aimed at changing social awareness and shaping attitudes of tolerance towards the groups who experience discrimination and stigmatisation;
- creating rational drug and alcohol policies, creating and supporting legislative projects in this respect, giving opinions on changes;
- promoting and developing the idea of harm reduction, in particular in the context of using psychoactive substances, activities aimed at reforming the addiction treatment system - towards an integrated model based on scientific evidence;
- acting for the rights of women and men sex workers, creating and supporting legislative proposals in this respect;
- acting in favour of the groups who experience discrimination, creating and supporting legislative projects intended to protect their rights;
- educational activities aimed at changing public awareness in the area of the use of psychoactive substances and sexual behaviours;
- creating and managing programmes, services and various forms of assistance addressed to particular target groups, aimed at protecting their health, improving living conditions, including in particular the individuals who experience discrimination and social exclusion;
- conducting scientific activities, such as organising and coordinating pilot research programmes and expert groups, conducting the Foundation’s own research in the field of social issues;
- creating tools being helpful in diagnosing social problems and needs as well as initiating positive social change;
- developing systemic solutions in the field of social issues, evaluating the programmes responding to the social needs;
- organising and conducting personal and legal counselling, as well as civil counselling;
- conducting watchdog activities, monitoring the activities of the government and governmental administration, the judiciary and public media in terms of respecting human rights and compliance with the principles and standards of a democratic state of law;
- cooperating with the mass media in order to change social awareness and create tolerance attitudes;
- cooperating with international and foreign organisations and institutions;
- promotional and educational activities for public health, including in particular HIV, HCV infections and sexually transmitted diseases;
- conducting projects in the field of public health, including in particular the context of the use of psychoactive substances and sexual health;
- cooperating with scientific centres, governmental organisations, non-governmental organisations and other institutions and entities in the area of implementing the objectives defined in the Articles of Association;
- providing counselling, training courses, workshops, research programmes, professional support and activation in order to equalise opportunities for socially excluded persons;
- organising and financing social actions, seminars, symposia, discussions, conferences, lectures, competitions and plebiscites;
- promoting rational social and individual behaviours in relation to the use of psychoactive substances and sexual activity;
- promoting human rights in the sphere of social, legal and cultural aspects of the use of psychoactive substances and sexual activity;
- initiating and supporting innovative solutions in various areas of social life;
- promoting the use of modern technologies in generally defined civic counselling;
- developing and strengthening attitudes aimed at active cooperation in the development of civic society, supporting self-organisation of particular environments and groups;
- activities providing technical, training, informational or financial support to non-governmental organisations and entities dealing with activities consistent with the objectives of the Foundation;
- advocacy for the interests of socially marginalised groups;
- social assistance provided to socially excluded persons or those threatened with exclusion, creating the aid policy and care activities, aimed in particular at the individuals who experience discrimination (addicts, homeless people, people infected with HIV, people leaving penal institutions, youth threatened with exclusion);
- providing counselling to the entities that deal with defining programmes and carrying out tasks in the field of social policy;
- activities in the area of preparing and issuing opinions, reports and expert opinions related to the implementation of the objectives of the Foundation;
- gathering and disseminating information on all issues related to social exclusion and human rights.
In order to achieve its objective, the Foundation may support the activities of other legal persons whose objectives are consistent with those of the Foundation.
The assets of the Foundation
- real properties;
- intangible assets;
- donations, inheritances, legacies;
- grants and subsidies from domestic and foreign legal persons;
- designated subsidies received from state, local government and private institutions, from international organisations; financial resources received from structural funds and aid programmes of the European Union as well as from other international organisations,
- deposits and bank interest.
The assets shall be used to achieve the objectives defined in the Articles of Association of the Foundation.
- Acceptance of a donation or inheritance by the Foundation may not cause the Foundation to take over debts exceeding the value of the property accepted.
- The funds from grants, subsidies, donations, inheritances and legacies may be used to achieve the objectives of the Foundation only with respect to the will of the heirs or donors.
The Foundation shall keep its accounts in accordance with the provisions of law.
Authorities of the Foundation
The authorities of the Foundation shall be:
- The Management Board of the Foundation, hereinafter referred to as the Board - the managing body.
- The Audit Committee, hereinafter referred to as the Committee - the supervisory and opinion-forming body.
- The Programme Council, hereinafter referred to as the Council - the advisory and opinion-forming body.
- The Management Board shall manage the activities of the Foundation and represent the Foundation outside.
- The competences of the Management Board shall include in particular:
- defining the directions of the Foundation’s operations,
- implementing the objectives defined in the Articles of Association,
- drawing up work plans and budgets,
- managing the Foundation’s assets,
- hiring employees, determining their remunerations;
- preparing, examining and approving the Foundation’s annual reports,
- making changes to Articles of Association of the Foundation,
- adopting the resolution on liquidation of the Foundation or its merger with another foundation.
- The Management Board shall be composed of three to nine Members. One person shall act as the President of the Management Board, the second as the Vice President of the Management Board, and the remaining persons shall act as the Members of the Management Board.
- The first members of the Management Board shall be appointed by the Founder. The Founder may act as the President of the Management Board.
- The Management Board shall be appointed for an indefinite period of time.
- A Member of the Management Board may be dismissed at any time.
- The Management Board may decide to dismiss a Member of the Management Board at its meeting. Such a decision shall be made by a simple majority of votes. This does not apply to the Founder, who cannot be dismissed from the position of a Member of the Management Board.
- The dismissal of a Member of the Management Board shall take place in the event of:
- submitting a resignation,
- improper performance of the functions of a Member of the Management Board,
- a material breach of the provisions of the Articles of Association.
- The mandate of a Member of the Management Board shall expire as a result of: the Member’s death, the Member’s written resignation from the position occupied and his/her dismissal from the position occupied in accordance with the provisions of the Articles of Association.
- The Management Board may appoint a new Member of the Management Board. Such a decision shall be made by a simple majority of votes.
- The Management Board shall adopt the Rules of Procedure for the Management Board.
- The Management Board shall take decisions at its meetings. Resolutions of the Management Board, unless other provisions of the Articles of Association provide otherwise, shall be adopted by a simple majority of votes, with at least half of the members of the Management Board present.
- Meetings of the Management Board shall be convened and chaired by the President of the Management Board.
- All members of the Management Board must be notified of the date of the Management Board meeting.
- If the Management Board is composed of three members, at least two members must be present at the meeting.
- One member of the Management Board shall be entitled to make declarations of will and sign documents on behalf of the Foundation.
- The submission of a declaration of will in respect of exercising a right or incurring a liability of the value exceeding PLN 100,000 shall require the prior consent of the President of the Management Board of the Foundation.
- The Management Board may appoint legal representatives to deal with the matters specified in the power of attorney and to make declarations of will in that respect.
- The Audit Committee is a control and opinion-forming body of the Foundation.
- The Committee shall be composed of 3 to 6 members. The Committee shall elect, from among its members, the Chairperson of the Committee, who shall manage its work.
- The members of the first Committee shall be appointed by the Management Board by a simple majority of votes. The following members of the Committee to substitute the persons who have ceased to hold office or in order to enlarge the composition of the Committee, shall be appointed by the Committee according to its decision.
- DThe competences of the Committee shall include:
- controlling the financial management of the Foundation,
- preparing the reports on the Committee’s activities and submitting requests to approve fulfilment of duties by the Management Board.
- The Audit Committee shall meet at least once a year.
- The members of the Audit Committee shall be appointed for an indefinite period of time.
- The members of the Audit Committee shall be entitled to attend the meetings of the Management Board in an advisory capacity.
- Resolutions of the Audit Committee shall be adopted by a simple majority of votes, in the presence of two thirds of the members of the Committee. In case of equal number of votes, the Chairperson’s vote shall be decisive.
- The Programme Council is an advisory body which is to define and give opinions on the detailed directions of the Foundation’s operations.
- The first members of the Council shall be appointed by the Management Board by a simple majority of votes.
- The Program Council shall consist of 5 persons.
- The Members of the Programme Council shall be appointed for an indefinite period of time.
- The membership in the Programme Council shall cease as a result of death, resignation or dismissal from the Programme Council.
- The competences of the Programme Council shall include:
- defining the directions of the Foundation’s operations,
- examining and approving the Foundation’s developmental and operational plans as well as substantive projects,
- giving opinions on the current implementation of projects and tasks,
- adopting the Rules of Procedure of the Programme Council and its amendments,
- electing and dismissing the Chairperson of the Foundation’s Programme Council,
- electing and dismissing the Vice-Chairman of the Foundation’s Programme Council,
- setting up task forces,
- giving opinions on the reports submitted by the Management Board of the Foundation.
- Members of the Program Council shall be entitled to address questions to the Management Board of the Foundation in all matters related to the operations of the Foundation.
- The first Council shall be composed of:
- Dr Grażyna Cholewińska-Szymańska, M.D. - infectious diseases specialist, Regional Infectious Hospital
- Martyna Dominiak - Avaaz Foundation
- Dr Ewa Grycner-Ziegman - M.D. - psychiatrist M.D.
- Andrzej Jurkowski - Harm Reduction Foundation
- Agnieszka Karlińska - Institute of Sociology, Warsaw University
- Iga Kender-Jeziorska - Corvinus University of Budapest
- Katarzyna Kłaczak - psychologist, addiction therapy specialist, HIVokrycja campaign
- Bartosz Krajewski - Social Drug Policy Initiative
- Małgorzata Kruk - Psychology of Health Studio Foundation
- Dr Paulina Pilch - Legal Adviser
- Marcin Rodzinka - Mental Health Europe
- Dariusz Rutkowski - Harm Reduction Foundation
- Beata Stelmaszczyk- Harm Reduction Foundation
- Ola Szubert - Harm Rcduction International, London
- Marta Turska - Lambda Association Warsaw
- Grzegorz Wodowski - Monar Association
- Julia Wygnańska- www.czynajpierwmieszkanie.pl
- The Council may appoint a new member of the Council. Such a decision shall be taken by a simple majority of votes.
The candidates to work in the Council are proposed by at least two members of the Management Board or the Council.
The Foundation shall be supervised by the minister in charge of social security, i.e. the Minister of Labour and Social Policy.
- The Articles of Association and the objective of the Foundation shall be amended by the Management Board.
- The Foundation may be merged with another foundation with similar objectives under the terms and conditions specified in the agreement concluded between the Foundations.
- The resolution on the merger of the Foundation with another foundation shall be adopted by the Management Board in the presence of at least two thirds of the members of the Management Board by a simple majority of votes.
Liquidation of the Foundation
- If the objective for which the Foundation was established is achieved or if the funds and assets of the Foundation are exhausted, the Foundation shall be liquidated.
- The resolution on the liquidation of the Foundation shall be adopted by the Management Board. The resolution on the liquidation of the Foundation shall be adopted unanimously.
- The assets of the Foundation remaining after its liquidation shall be allocated to achieve objectives of the organisations with similar objectives.
The Foundation may be a member of foreign and international organisations with a similar objective in accordance with the conditions laid down in their articles of association, provided that this does not breach the provisions of these Articles of Association, law or international obligations.