GROM. STRENGTH AND HONOUR Foundation
Foundation Bylaws

Foundation Bylaws

BYLAWS

OF THE GROM. STRENGTH AND HONOUR FOUNDATION

(CONSOLIDATED TEXT AS OF 19 APRIL 2021)

Chapter I

General Provisions

§1

GROM Foundation. GROM. STRENGTH AND HONOUR Foundation, hereinafter referred to as the Foundation, was established by Agnieszka Petelicka, Kacper Petelicki, Emilia Petelicka, hereinafter referred to as the Founders, under a notarial deed drawn up on 24 February 2021 by Igor Soroka, Notary Public in Warsaw, Roll of Deeds A No. 1573/2021.

§2

  1. The Foundation will obtain a legal personality upon its entrance in the National Court Register.
  2. For the purposes of foreign relations, the Foundation may use a translation of its name in selected foreign languages.
  3. The Foundation may use a distinctive logo.

§3

The Foundation’s seat will be the capital city of Warsaw.

§4

  1. The Foundation will pursue its operations within the territory of the Republic of Poland.
  2. The Foundation may also conduct activity outside the territory of the Republic of Poland, in accordance with applicable laws.
  3. The Foundation may open and operate branches, representative offices, subsidiaries, field units, and other organizational units both domestically and abroad.
  4. The Foundation may join companies, foundations, associations, and community formations.
  5. The Foundation may be a member of national and international organizations with similar objectives and permitted to operate under Polish law.
  6. To achieve its objectives, the Foundation may support the operations of other institutions, legal persons, and natural persons whose activities are consistent with the objectives of the Foundation.

§5

The Foundation is established in perpetuity.

§6

The Foundation pursues business operations, the income from which is allocated to its statutory activities. An amount of PLN 1,000 (one thousand zlotys) is allocated for the purpose of conducting business operations.

§7

The activities of the Foundation will be supervised by the Minister of National Defence.

Chapter II

Operating Goals and Principles

§8

The goals of the Foundation are:

  1. Activity related to organizing help and support for former soldiers, including in particular former special forces operators and war veterans, and former officers of the uniformed services and their families.
  2. Assisting organizational entities in performing tasks related to national defence and security.
  3. Maintaining national traditions, fostering Polish national identity, and promoting national, civil, and cultural awareness.
  4. Activities to defend the reputation and rights of soldiers, war veterans, and officers of organizational units performing tasks for national defence and security.
  5. Activities for public and national order and security.
  6. Assisting the victims of disasters, natural disasters, armed conflicts, and wars both domestically and abroad.
  7. Supporting various forms of social activity.
  8. Charitable and philanthropic activities.
  9. Activities aimed at promoting culture and the arts as well as protecting cultural assets and heritage.
  10. Activities promoting the development and social, educational, professional, and cultural integration of all members of local communities.
  11. Activities promoting integration, including in particular European integration, and developing a network of contacts and collaboration between societies.
  12. Environmental, ecological, and animal protection activities.
  13. Organizing, supporting and promoting volunteering.
  14. Activities promoting professional and social integration and reintegration of people at risk of social exclusion.
  15. Activities promoting economic growth, including supporting entrepreneurship.
  16. Assisting the Polish communities and Poles abroad.
  17. Promoting Republic of Poland abroad.
  18. Activities in the field of science, education, and upbringing.
  19. Supporting special talents.
  20. Child and youth recreation and leisure activities.
  21. Activities promoting physical culture and sports among children and youth.
  22. Activities in favour of organizations whose statutory purposes include scientific, technical, educational, and cultural activities, physical culture and sports, charity, health care, and social welfare activities.
  23. Health protection and promotion.
  24. Activities promoting families, maternity, parenthood, popularisation and protection of children’s rights.
  25. Promoting equality and preventing inequality and discrimination based on gender, race or ethnicity, religion, beliefs, disability, age or sexual orientation.
  26. Promoting the full exercise of women’s rights, gender equality, including work-life balance, and women’s empowerment in society.

§9

The Foundation will pursue its statutory objectives through:

  1. Collaborations with respect to the Foundation’s statutory goals with other entities, including but not limited to natural persons, legal persons, specialized units and centres, scientific and educational institutions, universities, governmental and non-governmental organizations, central government and self-government institutions and authorities.
  2. Organizing substantive and material assistance, including ad hoc financial support, psychological, social and legal assistance for the Foundation’s beneficiaries.
  3. Promoting the goals and activities of the Foundation and the values underlying its operations.
  4. Providing financial, material, and organizational support for activities corresponding to the Foundation’s goals that are performed by other entities, including in particular activities involving the popularisation and promotion of issues related to patriotic upbringing, public order, and national defence.
  5. Supporting and initiating the organisation, promotion, and implementation of programs, conferences, trainings, competitions, workshops, exhibitions, and events related to the pursuit of the Foundation’s goals.
  6. Influencing public opinions through discussions, lectures, symposia, and publications in the press and other mass media, as well as participating in similar undertakings.
  7. Acquiring rights that serve the purposes of the Foundation, including in particular ownership titles to property, real estate, and other property rights.
  8. Establishing organizational units affiliated with the Foundation to the extent provided by law and the provisions of these Bylaws.
  9. Establishing distinctions and medals of honour and awarding them, together with other awards and distinctions, to natural and legal persons who contribute to the goals pursued by the Foundation or to the operation of the Foundation itself;
  10. Financing and implementing investments involving, in particular, construction, repair or modernization of healthcare facilities, hospitals, relief facilities or other entities that perform tasks related to providing care for current and former soldiers, war veterans, current and former officers of the uniformed services, and their families;
  11. Protecting the burial places of soldiers, heroes of the fight for Poland’s independence, and forgotten local memorials.
  12. Taking care of places connected with the underground activity of the Union of Armed Struggle (ZWZ) and the Home Army (AK) in 1939-1945.
  13. Promoting a positive image of the Ministry of National Defence and the Polish Army in Poland and abroad.
  14. Pursuing own projects.
  15. Educational, patriotic, educational, publishing, promotional, and informational activities.
  16. Sports and cultural activities, including but not limited to the organization of cultural, educational, and promotional events.
  17. Activities for children and youth, women, and marginalized and discriminated groups.
  18. Treatment and physiotherapist activities.
  19. Organizing internships and economic missions for mutual exchange of experience and information.
  20. Environmental activities and animal care.
  21. Promoting European integration and collaboration with European institutions, local government partners, and non-governmental organizations through program implementation.
  22. Participating in judicial and administrative proceedings in cases of interest to the Foundation.

§10

It is hereby prohibited:

  1. to grant loans or secure liabilities against the Foundation’s assets with respect to the members of the Foundation’s bodies, the Foundation’s employees, their spouses, partners, direct or secondary relations up to the second degree of affinity, or persons connected with them through adoption, custody or guardianship, hereinafter referred to as „related persons”.
  2. To transfer the Foundation’s assets to the members the Foundation’s authorities or the Foundation’s employees or their related persons under terms other than applied with respect to third parties, in particular if such transfer is made free of charge or on preferential terms.
  3. To use the Foundation’s assets for the benefit of the members the Foundation’s authorities or the Foundation’s employees and their related persons under terms other than applied with respect to third parties, unless such use arises directly from the statutory goals of the Foundation.

Chapter III

Assets and Income of the Foundation

§11

The Foundation’s assets consist of the Founding Fund in the amount of PLN 2,000 (two thousand zlotys) as well as funds, real properties, and other assets acquired by the Foundation in the course of its operation.

§12

The Foundation’s income will be generated from:

  1. Domestic and foreign gifts, bequests, legacies, grants, donations, and subsidies;
  2. Income from the Foundation’s real and movable property and property rights;
  3. Proceeds from deposits made with banks in domestic and foreign banks and financial institutions;
  4. Income from promotional and fund-raising events;
  5. Income from business operations conducted by the Foundation and its subsidiaries,
  6. Other sources, including public funds and European Union funding.

§13

The Foundation’s assets may only be used for the purposes of achieving its statutory goals and covering the costs of its operation.

§14

  1. Any entity donating assets to the Foundation will have the right to indicate a statutory goal for which such assets are to be used.
  2. The Foundation will be bound by such indication made by the donor as referred to in sec. 1 above.
  3. The Foundation’s Board may object to the transfer of assets for a statutory purpose indicated by the donor. In such a case, the Foundation will return the donated assets to the donor.
  4. The right of the donor referred to in sec. 1 above will be exercised no later than upon transferring the funds to the Foundation.
  5. If the donor fails to specify the purpose of the assets, the Foundation may use them for any statutory purpose at its own discretion.

Chapter IV

Organisation of the Foundation

§15

The Foundation’s authorities are:

  1. The Founders Assembly,
  2. Foundation Council (hereinafter: Council).
  3. Foundation Board (hereinafter: Board).

The Founders may be appointed to the Foundation Board or the Foundation Council. It is not permitted to combine the functions of a Foundation Board Member and a Foundation Council Member.

Founders Assembly

§16

  1. The Founders Assembly consists of all the founders of the Foundation and other natural persons appointed in accordance with §18 of the Bylaws.
  2. The Founders Assembly will meet at least quarterly.
  3. Subject to §18, resolutions of the Founders Assembly will be passed by a simple majority of votes with at least 50% of the members of the Founders Assembly present.

§17

Membership in the Founders Assembly shall cease upon a member’s death.

§18

The Founders Assembly:

  1. will appoint and dismiss Council members,
  2. will approve the Council Regulations as adopted by the Council.

§19

  1. The Founders Assembly may appoint other individuals who are not founders and who provide significant support for the Foundation’s activities as its members.
  2. Resolutions concerning the issue stipulated under sec. 1 above will be passed unanimously in the presence of all members of the Founders Assembly.

Foundation Council

§20

  1. The Council will consist of 1 to 5 members.
  2. The Chairperson of the Council, the Deputy Chairperson of the Council, and the Secretary of the Council will be elected by the Council from among its members.
  3. By virtue of these Bylaws, one of the Founders will be appointed to the Foundation Council.
  4. The Founder may appoint other members of the initial composition of the Council. The Council will issue decisions to appoint further members to replace persons who are no longer Council members or to expand its composition.
  5. Council members will be appointed for a joint 5-year term of office that will be binding for all Council members irrespective of the date of their appointment.

§21

  1. Membership in the Council will cease as a result of: death, resignation, dismissal due to deprivation of public rights under a court verdict or loss of capacity for legal transactions, or the occurrence of other circumstances that prevent or significantly hinder the performance of functions by a Foundation Council member in the long term or cause the loss of confidence in a given Foundation Council member. A Council member may be removed and thereby deprived of Council membership under a resolution passed unanimously by the remaining members of the Foundation Council. A Founder may not be dismissed from the Foundation Council in this manner.
  2. If a Foundation Council member is appointed upon their consent to the Foundation Board or if a Foundation Council member is hired by the Foundation, their membership in the Foundation Council will be suspended, respectively, for the duration of the term of office or employment relationship.

§22

  1. The Council is a supervisory, advisory, and opinion-making body of the Foundation.
  2. The Council will provide opinions on all matters relevant to the operation of the Foundation.
  3. The Council will determine the primary directions for the Foundation’s operation.
  4. At the request of the Foundation Board, the Council will make decisions on mergers with other foundations.
  5. The Council will enter into contracts between the Foundation and Board members, determine the contents of such contracts, amend them, determine the existence, performance, termination or cancellation of such contracts, and seek damages for failure to perform or improper performance of such contracts.
  6. For the purpose of performing its duties, the Foundation Council will be entitled to request that the Foundation Board provide any and all documents relating to the Foundation’s operations, to review the Foundation’s assets, and to exercise financial control over the Foundation.
  7. The Council will approve:
  1. Long-term plans and programs of the Foundation’s operations.
  2. Annual statements on the Foundation’s operations.
  3. Board resolutions on establishing business entities.
  4. Board resolutions on liquidating the Foundation.

§23

  1. The Chairperson, Deputy Chairperson or any other member of the Council will be entitled to convene Council meetings at their own initiative or at the request of the Board.
  2. The Chairperson of the Council or, in their absence, the Deputy Chairperson of the Council will direct the works of the Council, represent the Council externally, and chair its meetings.
  3. The Council will meet at least quarterly.
  4. All Board members must be notified of Council meetings.
  5. It will be permissible to hold Board meetings without formal convocation, provided that all Board members are present and no objections were raised to holding the meeting.
  6. Council meetings will be attended by a Board representative.
  7. During its meetings, the Council will make decisions in the form of resolutions; Council resolutions will be adopted by a simple majority of votes and in case of a tie the Chairperson of the Council will have the casting vote.
  8. The Foundation Council will have the right to adopt resolutions in writing or by means of direct telecommunications. The consent of all Council members will be required in each case for the purpose of in accordance wit the procedure stipulated in this section. Upon granting their consent, Council members will identify the manner of adopting resolutions and other information relevant to the manner of adopting resolutions.
  9. Resolutions adopted in accordance with the procedure stipulated in sec. 8 above will be recorded in the minutes of the next Council meeting.

Foundation Board

§24

  1. The Foundation Board will consist of not more than three persons appointed by the Foundation Council for a five-year term of office.
  2. The Foundation Board will appoint the President of the Board.
  3. The Foundation Board as a whole or its individual members may be dismissed by the Foundation Council prior to the expiration of their term of office under a resolution adopted unanimously by all Council members.
  4. Membership of the Foundation Board will terminate upon electing a new board or the expiration of the term of office.
  5. Membership of the Foundation Board will also terminate upon the resignation or death of a Board member.

§25

  1. The President of the Board will direct the works of the Board, represent it externally, and convene and chair its meetings. If the Board consists of more than one member, in situations when the President of the Board is absent at a Board meeting, the meeting will be chaired by the Deputy President of the Board or, in their absence, the meeting will be chaired by a Board member appointed by the meeting attendees.
  2. Board meetings will be convened by the President of the Board whenever it seems advisable, having regard to the legitimate interests of the Foundation, but not less frequently than once a quarter.
  3. The President of the Board will be required convene a Board meeting at the written request of the Council or any other Board member within 14 days of such written request.
  4. If a Board meeting is not convened by the President of the Board, any Council member or any other Board member will be authorized to convene such meeting.
  5. Decisions of the Board will made at the meeting in the form of resolutions; Board resolutions will be adopted by a simple majority votes cast by Board members present at the meeting.
  6. All Board members must be notified of Council meetings.
  7. It will be permissible to hold Board meetings without formal convocation, provided that all Board members are present and no objections were raised to holding the meeting.
  8. In exercising its duties, the Board may use the opinions and assessments of experts appointed for that purpose.

§26

The duties of the Foundation Board will include, in particular:

  1. managing the day-to-day operations of the Foundation.
  2. Representing the Foundation externally.
  3. Pursuing the goals of the Foundation through operations indicated in these Bylaws.
  4. Managing the assets of the Foundation.
  5. Determining the size of the Foundation staff and the amount of funds required for the salaries of Foundation staff.
  6. Adopting and implementing the Foundation’s annual substantive and financial plans.
  7. Appointing attorneys-in-fact to manage a specific range of matters within the scope of the Foundation’s tasks.
  8. Presenting annual reports on the Foundation’s operations to the Council.
  9. Taking any and all decisions and actions that have not been delegated to other bodies.
  10. Accepting donations, bequests, legacies, grants, and subsidies.
  11. Submitting motions to the Foundation Council and approving amendments to the Foundation Bylaws.
  12. Establishing and liquidating permanent and temporary field offices of the Foundation domestically and abroad.
  13. Organizing and supervising the business operations of the Foundation.
  14. The report referred to in sec. (1)(f) above will be presented no later than on 31 March of the year following the year to which the report pertains.

§27

The Board may establish a management office for the purposes of day-to-day operation of the Foundation.

§28

If the Foundation Board consists of more than one person, declarations of will on behalf of the Foundation will be made jointly by the President of the Board with a Board member. Board members may appoint attorneys-in-fact. If the Management Board only consists of one person, the President of the Board will make declarations of will on behalf of the Foundation independently.

Chapter V

Business Operations of the Foundation

§29

  1. The Foundation may conduct business operations domestically and abroad in accordance with applicable laws.
  2. According to the Polish Classification of Business Activity (PKD), the scope of the Foundation’s operations encompasses:
  3. Retail sales of books in specialized stores (47.61.Z),
  4. Retail sales of newspapers and stationery in specialized stores (47.62.Z),
  5. Retail sale of audio and audio-video recordings in specialised stores (47.63.Z),
  6. Retail sale of sporting goods in specialized stores (47.64.Z),
  7. Retail sale of games and toys in specialised stores (47.61.Z),
  8. Hotels and similar accommodation (55.10.Z),
  9. Holiday and other short-stay accommodation (55.20.Z),
  10. Camping grounds (including RV sites) and trailer parks (55.30.Z),
  11. Other accommodation (55.90.Z),
  12. Restaurants and other fixed food service establishments (56.10.A),
  13. Mobile food service establishments (56.10.B),
  14. Event catering activities (56.21.Z),
  15. Other food service activities (56.29.Z),
  16. Preparing and serving beverages (56.30.Z),
  17. Book publishing (58.11.Z),
  18. Publishing of newspapers (58.13.Z),
  19. Publishing of magazines and other periodicals (58.14.Z),
  20. Other publishing (58.19.Z),
  21. Motion picture, video and television programme production activities (59.11.Z),
  22. Motion picture, video and television programme post-production activities (59.12.Z),
  23. Motion picture, video and television programme distribution activities (59.13.Z),
  24. Motion picture projection activities (59.14.Z),
  25. Sound and music recording activities (59.20.Z),
  26. Computer programming, consultancy and related activities (62),
  27. Data processing; web hosting and related activities (63.11.Z),
  28. Internet portal activities (63.12.Z),
  29. Activities of information agencies (63.91.Z),
  30. Other information service activities not elsewhere classified (63.99.Z),
  31. Business and management consulting (70.22.Z),
  32. Advertising agency activities (73.11.Z),
  33. Agency in the sale of advertising time and space on radio and television (73.12.A),
  34. Agency in the sale of advertising space in printed media (73.12.B),
  35. Agency in the sale of advertising space in electronic media (internet) (73.12.C),
  36. Agency in the sale of advertising space in other media (73.12.D),
  37. Other professional, scientific and technical activities not elsewhere classified (74.90.Z),
  38. Renting and leasing of recreational and sports equipment (77.21.Z),
  39. Travel agency, tour operator and other reservation service and related activities (79),
  40. Detective and security activities (80),
  41. Activities related to the organization of fairs, exhibitions and congresses (82.30.Z),
  42. Extracurricular forms of sport education and sport and recreation activities (85.51.Z),
  43. Extracurricular artistic education (85.52.Z),
  44. Extracurricular forms of education in the field of driving and piloting Extracurricular forms of education not elsewhere classified (85.53.Z),
  45. Foreign language instruction (85.59.A),
  46. Other extracurricular forms of education not elsewhere classified (85.59.B),
  47. Educational support activities (85.60.Z),
  48. Healthcare (86);
  49. Residential care activities for the elderly and disabled (87.30.Z),
  50. Other residential care activities (87.90.Z),
  51. Social work activities without accommodation for the elderly and disabled (88.10.Z),
  52. Other social assistance without accommodation, n.e.c. (88.99.Z),
  53. Performing arts (90.01.Z),
  54. Support activities to performing arts (90.02.Z),
  55. Artistic and literary creation (90.03.Z),
  56. Operation of arts facilities (90.04.Z),
  57. Museums activities (91.02.Z),
  58. Operation of sports facilities (93.11.Z),
  59. Activities of sport clubs (93.12.Z),
  60. Fitness facilities (93.13.Z),
  61. Other sports activities (93.19.Z),
  62. Other amusement and recreational activities (93.29.Z).
  63. The Foundation will only undertake activities that require licenses or permits under separate regulations after such licenses or permits have been obtained.

§30

The following funds may be used for the purposes of conducting business operations:

  1. The founding fund in the amount established by the Council.
  2. Capital interest on the founding fund.
  3. Donations, inheritances, bequests: unless the entity transferring the assets to the Foundation decides otherwise.
  4. Income from business operations in the amount determined by the Council.

§31

  1. The Foundation may establish plants, branches, enterprises, and representative offices, join commercial companies, and participate in other business ventures for the purpose of pursuing business operations stipulated under §29.
  2. The Foundation will manage its finances and accounting in accordance with the laws applicable to legal entities.
  3. The Foundation may conduct business activities in Poland and abroad in order to pursue its statutory objectives.

§32

  1. The corporate acts of the organizational units through which the Foundation will conduct business operations will be drafted in a manner granting the Foundation Board the right to appoint and dismiss the governing bodies of such units. This will not apply if the Foundation joins an existing business entity.
  2. The bodies stipulated under in §32(1) will be work institution managers in the meaning of Labour Law.

Chapter VI

Miscellaneous

§33

Amendments to the Foundation Bylaws will be made by the Foundation Council upon the consent of the Foundation Board. Amendments to the Bylaws may also relate to the goals for which the Foundation was established and set forth in the founding deed. Amendments to the Bylaws may be made at the initiative of a Founder, a Foundation Board member or a Foundation Council member.

§34

The Foundation may merge with another foundation for the effective accomplishment of its goals. A merger with another foundation will not take place if the goals of the Foundation would change materially as a result.

§35

  1. The Foundation will be liquidated if the goals for which it was established have been accomplished or if its funds for which it was established have been depleted or if its funds and assets have been exhausted.
  2. The liquidation procedure will be conducted by a Liquidator.
  3. The Foundation’s Liquidator will be appointed and dismissed by the Foundation Board.
  4. The decision to liquidate the Foundation will be made by the Board by way of a unanimous resolution which will require the approval of the Foundation Council for its legal effect.
  5. Upon completing the liquidation, by way of a resolution of the Foundation Council the funds and assets of the Foundation may be allocated to foundations that pursue similar goals and operate in the Republic of Poland.