Bylaws of the DORADO Foundation, seated in Warsaw

Established in Żakowice, on 10 May 2018.
New, consolidated text, amended on 12.2020.

§1

  1. The DORADO Foundation ("the Foundation") operates pursuant the Polish Foundations Act of 6 April1984, and the provisions hereof.
  2. The foundation has been established by Hachi Spółka Akcyjna, seated in Warsaw, hereinafter referred to as "the Founder”.
  3. The Foundation has been established by means of a foundation charter, drawn up on 10 May 2018, by Małgorzata Rutkowska-Kabara, notary public (Repertory A No. 1327/2018).
  4. The foundation has legal personality.
  5. The name of the Foundation is “DORADO”.
  6. The Foundation is subject to supervision by the relevant body, pursuant to the binding legal provisions.

§2

  1. The Foundation has been established for an indefinite time.
  2. The Foundation is seated in Warsaw.
  3. The Foundation conducts its activity on the territory of the Republic of Poland and abroad, subject to the law of the Republic of Poland and relevant local laws.
  4. The Foundation cooperates with Polish organisations that serve the same or a similar purpose.
  5. The Foundation cooperates with foreign organisations that serve the same or a similar purpose.

§3

  1. The purpose of the Foundation shall be to:
    1. conduct activities to the benefit of people with physical disabilities;
    2. support social and professional activation of people with disabilities;
    3. support growth and promotion of startups that act to the benefit of/ support people with disabilities and facing partial social exclusion, as well as other startups with a social bearing;
    4. organise contests, training courses, events, programmes, and projects devoted to the social and professional activation of people with disabilities;
    5. carry out social campaigns online, among others in social media, the aim of which shall be to support the Foundation itself, as well as to promote startups that act on behalf of/ support people with disabilities.
    6. cooperate with governmental institutions and private businesses in pursuing the Foundation’s objectives mentioned above;
    7. support, promote, and fund online portals devoted to the objectives listed above.
    8. social care
  2. The Foundation shall pursue its objectives in a non-profit manner, by means of:
    1. cooperation with the territorial government;
    2. organising social campaigns to promote the Foundation’s objectives;
    3. cooperation with organisations and publishing houses;
    4. organising training, conferences, and courses;
    5. cooperation with other organisations and foundations in pursuing the Foundation’s objectives;
    6. carrying out journalistic and informative activities, including publishing brochures, leaflets, and informational-educational materials;
    7. advertising activity within the scope of social campaigns;
    8. research and educational activity;
    9. carrying out social media campaigns that pursue the Foundation’s objectives as defined in the Bylaws;
    10. cooperation with public and non-public schools, institutions, clubs, foundations, associations, as well as legal and natural persons, in pursuing the Foundation’s objectives as defined in the Bylaws.
    11. rendering social care pursuant to the terms and conditions set forth in relevant regulations.
  3. In pursuing its objectives as per the the Bylaws, the Foundation may initiate, and participate in, legal proceedings at courts of law and proceedings conducted by public administration bodies, as a non-governmental organisation.
  4. The Foundation may conduct business activities in a scope necessary to pursue its objectives. The income from such activities shall be included in the Foundation’s profit in full its extent.

§4

Within the scope of pursuing its objectives as defined herein, the Foundation may create certificates, rewards, commendations, distinctions and honorary titles, and award them to natural and legal persons of merit to the Foundation or to the activities that the Foundation carries out.

§5

  1. The Foundation’s asset consist of initial capital provided by the Founder and amounting to PLN 1000 (in words: one thousand zlotys) as well as the income, profits, movable assets, and real estate that the Foundational acquires during its operation.
  2. The revenue of the Foundation shall include:
    1. endowments;
    2. inheritances;
    3. bequeathments;
    4. subsidies, subventions, and grants;
    5. public donations;
    6. public collections in the meaning of the Polish Public Collections Act;
    7. interest;
    8. income from the foundation’s movable assets and real estate;
    9. business revenue.
  3. The Foundation is not a for-profit organisation. The entirety of the Foundation’s revenue and income shall be utilised for the pursuit of the Foundation’s objectives as per the Bylaws.
  4. Should the Foundation be eligible for receiving an inheritance, the Board shall make a declaration of acceptance of the inheritance up to the level of net assets, provided that, as of the moment of filing of the declaration, the Board is confident, that the value of the inherited estate is in excess of the value of the inherited debts.
  5. The Foundation shall maintain bookkeeping records subject to the legal provisions binding for legal persons.
  6. The Foundation shall have unlimited liability for its obligations.

§6

  1. The Foundation is forbidden from:
    1. granting loans or using the Foundation’s assets as collateral for the Foundation’s obligations toward its members, members of the Foundation’s bodies, or the Foundation’s employees, as well as persons who the members, members of the Foundation’s bodies, or the Foundation’s employees are married to, cohabit with, are directly related to or have a direct affinity with, are secondarily related to or have a secondary affinity with up to the second degree, or are bound to by adoption, custody or guardianship;
    2. using the Foundation’s assets in breach of the Bylaws.

§7

  1. The Foundation shall be governed by the Management Board of the Foundation ("the Board”).
  2. The Board shall manage the Foundation's activities and represent it before third parties.
  3. The Board shall comprise between 1 and 3 (one and three) persons, including the President of the Board.
  4. Every member of the Board acting individually and independently shall be authorised to represent the Foundation, including making declarations of intent and signing documents on behalf of the Foundation, as well as to incur pecuniary obligations on behalf of the Foundation.
  5. The Board shall remain in office until declared otherwise.
  6. Members of the Board may remain in office for an unlimited number of terms of office.
  7. Members of the Board shall be appointed for an indefinite time.
  8. The initial roster of the Board shall be appointed by the Founder. Subject to the preceding sentence, Members of the Management Board shall be appointed and dismissed by the Supervisory Board of the Foundation.
  9. The initial roster of the Board shall comprise a single Member. The Founder hereby appoints Piotr Lewandowski as the President of the Management Board.
  10. Management Board Membership shall be subject to termination as follows:
    1. if member of the Board presents a notice of resignation, in writing, to another member of the Board. In the case of a single-person Board, notices of resignation shall be filed with the Supervisory Board of the Foundation.
    2. in the case of forfeiture of civil rights in the course of a legally binding conviction, by means of a legally-binding court judgement, for a crime committed intentionally;
    3. in the case of a Member’s Death.
    4. in the case of dismissal by the Supervisory Board of the Foundation.
  11. Members of the Board may receive remuneration for their work on behalf of the Foundation, subject to a separate contract with the Foundation. In signing contracts as mentioned in the preceding sentence, the Foundation shall be represented by the Supervisory Board.
  12. The Management Board shall exercise in particular the following powers:
    1. directing the Foundation’s current operations;
    2. determining and accepting primary directions for the Foundation’s operations;
    3. drawing up annual and long-term operations plans for the Foundation;
    4. pursuing objectives as per the Bylaws;
    5. drawing up operations plans and budgets;
    6. managing the Foundation’s assets;
    7. initiating actions intended to result in the Supervisory Board amending the Bylaws.
    8. hiring personnel and volunteer workers. Every commercial hire of personnel shall be subject to approval by the Supervisory Board.
  13. The Management Board shall present annual operations reports to the Supervisory Board.
  14. General Meetings of the Management Board shall be held as necessary, but at least once every six months.
  15. General Meetings of the Management Board shall be convened by the President of the Board. All Members of the Management Board shell be informed about such General Meetings.
  16. The purpose of General Meetings shall be also to pass resolutions. Resolutions shall be passed by a majority vote, with obligatory presence of at least half of the Members of the Board, including the President of the Board. In the case of an equal distribution of votes, the President of the Board shall cast the deciding vote.
  17. The Management Board of the Foundation shall be accountable to the Supervisory Board of the Foundation for pursuing the Foundation's objectives as per the Bylaws.

§8

  1. The Supervisory Board of the Foundation is a supervisory and control body, with powers as defined in the Bylaws.
  2. The Supervisory Board of the Foundation shall consist of 3 to 7 (three to seven) Members.
  3. Members of the Supervisory Board of the Foundation shall be appointed for an indefinite period.
  4. The initial roster of the Supervisory Board of the Foundation shall be appointed and dismissed by the Founder. Subject to the provisions of the preceding sentence, Members of the Supervisory Board of the Foundation shall be appointed by the Supervisory Board of the Foundation, by means of a resolution passed by a majority vote. In the case of the roster of the Supervisory Board of the Foundation falling below 3 members and the Supervisory Board of the Foundation failing to appoint a new member within 3 weeks from the time of this change, the Management Board shall issue a notice in writing, requesting the Supervisory Board of the Foundation to appoint the minimum number of Members of the Supervisory Board of the Foundation In the case of a member not being appointed within 3 weeks from the filling od said request, the Management Board shall be authorised to appoint a Member of the Supervisory Board of the Foundation independently. Such appointment shall be valid provided that the appointed person accepts the appointment.
  5. The initial roster of the Supervisory Board of the Foundation shall consist of three Members. The Founder hereby appoints Robert Dziubłowski, Katarzyna Bylińska, and Maksymilian Kołodziej as Members of the Supervisory Board of the Foundation.
  6. Members of the Supervisory Board of the Foundation can be dismissed by the remaining Members of the Supervisory Board of the Foundation, by means of a unanimous vote.
  7. Members of the Supervisory Board of the Foundation shall be authorised to:
    1. appoint and dismiss Members of the Management Board of the Foundation;
    2. amend the Bylaws of the Foundation;
    3. represent the Foundation in contracts with the Foundation and Members of the Management Board of the Foundation;
    4. set long-term directions for the Foundation’s operations;
    5. express opinions in matters presented by the Management Board of the Foundation.
    6. support the Foundation in promotional activities;
    7. adjust and accept financial statements;
    8. adjust and accept reports filed by the Management Board and acknowledge fulfilment of duties by Members of the Management Board;
    9. select a public receiver.
  8. The Supervisory Board of the Foundation shall convene at meetings, no less than once a year.
  9. The Supervisory Board of the Foundation shall pass resolutions by a majority vote, with at least half of the Members presents, and with all Members invited to attend the meeting. Members of the Supervisory Board of the Foundation shall be entitled to participate in passing resolutions of the Supervisory Board of the Foundation, by casting a vote in writing by proxy of another Member of the Supervisory Board of the Foundation, or be means of remote communication.

§9

  1. Amendments to the Bylaws of the Foundation shall be made by the Supervisory Board of the Foundation, by motion of the Management Board of the Foundation.
  2. The Foundation shall be liquidated upon fulfilling the purpose for which it has been established, or when it depletes its capital and assets.
  3. The decision about the liquidation of the Foundation shall be passed by the Management Board of the Foundation, by means of a Resolution. Liquidation resolution shall be accepted by the Supervisory Board of the Foundation, otherwise null and void.
  4. Liquidation of the Foundation shall be conducted by the Supervisory Board of the Foundation, or by a person appointed for that purpose by the Supervisory Board of the Foundation.

§10

  1. The Foundation shall file annual reports on its operation to the relevant body.

§11

  1. In matters not governed herein, provisions of Polish Law, and in particular the Polish Foundations Act of 6 April 1984, shall apply.
  2. These Bylaws shall be effective as of the date of enactment thereof by the Founder.