Statute of Foundation

Due to the adoption by the Board of the Human Milk Bank Foundation (KRS: 0000329961) of Resolution of February 12, 2021 on the subject of amending the Articles of Association of the Foundation, in accordance with which the existing content of § 20 of the Articles of Association of the Foundation was changed, the Board of the Foundation adopted the unified text of the Articles of Association with the following wording by Resolution of February 12, 2021:

UNIFORM TEXT OF THE ARTICLES OF ASSOCIATION OF THE HUMAN MILK BANK FOUNDATION

Chapter I. General provisions

§ 1
(1) The Human Milk Bank Foundation, hereinafter referred to as the Foundation, shall operate on the basis of the Act of April 6, 1984 on Foundations (Journal of Laws of 1991, No. 46, item 203, as amended), the provisions of the Act of April 24, 2003 on Public Benefit Activity and Volunteerism (Journal of Laws of 2003, No. 96, item 873, as amended) and the provisions of these articles.
(2) The Foundation was established by Magdalena Zofia Podczaska, Aleksandra Maria Wesołowska, Izabela Paczesna and Marcin Król, hereinafter referred to as the Founders, by means of a notarial deed drawn up by notary Marek Watrakiewicz in a notary’s office in Warsaw, 6 Boya-Żeleńskiego Street, loc. 26, on 12 January 2009.

§ 2
(1) The seat of the Foundation is the capital city of Warsaw.
(2) The area of the Foundation is the area of the Republic of Poland, but to the extent necessary for the proper implementation of its objectives, the Foundation may also conduct activities outside the borders of the Republic of Poland.
(3) The duration of the Foundation is unlimited.
(4) To carry out its statutory tasks the Foundation may create permanent and temporary field offices in the country and abroad in the form of branches, subsidiaries and representative offices.
(5) The Foundation for the purpose of cooperation with foreign countries may use the translation of the name in selected foreign languages.

§ 3
(1) The Foundation shall have legal personality.
(2) The supervision of the Foundation shall be exercised by the Minister responsible for health care.

§ 4
The Foundation may establish badges and medals of honor and grant them along with other awards and honors to natural and legal persons of merit for the objectives of the Foundation or for the Foundation itself.

§ 5
(1) The Foundation may use a longitudinal seal, containing its name, seat and address; the seal may contain a graphic symbol used by the Foundation.
(2) The Foundation may use a graphic symbol.

Chapter II. Objectives and principles of the Foundation

§ 6
The Foundation carries out activities in the sphere of public benefit including tasks in the field of health protection and promotion and activities for the benefit of the family, parenthood, dissemination and protection of children’s rights. The purpose of the Foundation is to work for the creation and efficient operation of specialized facilities of the human milk bank type and to support projects to promote breastfeeding and breast milk.

§ 7
The realization of the statutory objectives of the Foundation is carried out in particular by organizing or financing the following projects:
1. within the framework of unpaid public benefit activities in the field (according to the Polish Classification of Activities):
a) promoting the idea of a human milk bank (PKD 86.90.E),
b) organization of model establishments of the human milk bank type, dealing with obtaining, testing and proper distribution of pasteurized breast milk in Poland (PKD 86.90),
c) counseling and other forms of support, including material support for parents of young children, especially sick and hospitalized children (PKD 94.99.Z),
d) social assistance to families struggling with life problems resulting from the appearance of a sick child in the family (PKD 94.99.Z),
e) conducting and supporting scientific and research activity – which is a non-profit activity of the Human Milk Bank Foundation – in the field of nutrition of newborns and infants (PKD 72.19.Z),
f) cooperation with hospitals, health care institutions, scientific and research institutions and other interested institutions in the field of establishment and operation of human milk bank type institutions (PKD 86.90.E),
g) undertakings for the benefit of entrepreneurs and for the cooperation of enterprises with business environment institutions and research organizations in order to create modern products based on the knowledge of the value of breast milk (PKD 94.99.Z),
h) funding of professional internships and apprenticeships for students and health care professionals as part of cooperation with human milk banks operating outside the Republic of Poland (PKD 85.60.Z),
i) international cooperation with human milk banks operating in Europe and worldwide (PKD 94.99.Z),
j) initiation, support and organization of activities, serving the development of the idea of human milk bank by promoting, implementing or significantly improving scientific research on lactation, infant and newborn nutrition, organization of model institutions of human milk bank type, dealing with acquisition, research and proper distribution of pasteurized breast milk in Poland, by research centers in Poland and abroad (PKD 86.90.E),
k) conducting and supporting research activities in the field of scientific research and development work in the field of biotechnology (PKD 72.11.Z),
l) conducting other extracurricular forms of education, not elsewhere classified (PKD 85.59.B).
2. within the framework of paid public benefit activities in the field (according to the Polish Classification of Activities):
a) organization of model establishments of the human milk bank type, dealing with the acquisition, research and proper distribution of pasteurized breast milk in Poland (PKD 86.90),
b) counseling and other forms of support, including material support for parents of young children, especially sick and hospitalized children (PKD 94.99.Z),
c) cooperation with hospitals, health care facilities, scientific and research institutions and other interested institutions in the establishment and operation of human milk bank type facilities (PKD 86.90.E),
d) undertakings for the benefit of entrepreneurs and for the cooperation of enterprises with business environment institutions and research organizations in order to create modern products based on the knowledge of the value of breast milk (PKD 94.99.Z),
e) initiating, supporting and organizing activities aimed at development of the idea of human milk bank by promoting, implementing or significantly improving scientific research on lactation, nutrition of newborns and infants, organization of model establishments of human milk bank type, engaged in collection, research and proper distribution of pasteurized breast milk in Poland, by research centers in Poland and abroad (PKD 86.90.E),
f) practice of nurses and midwives (PKD 86.90.C)
g) other social assistance without accommodation, not elsewhere classified (PKD 88.99.Z).

Chapter III. Assets and income of the Foundation

§ 8
The assets of the Foundation consist of the founding fund in the amount of 1,000 pounds sterling (one thousand pounds sterling) and other property acquired by the Foundation in the course of its activities.

§ 9
(1) The Foundation shall conduct business activities in the field (according to the Polish Classification of Activities):
a) Publishing of books (58.11.Z),
b) Activities related to the production of films, video recordings, television programs (59.11.Z),
c) Other publishing activities (58.19.Z),
d) Sound and music recording activities (59.20.Z),
e) Retail sales conducted through mail order houses or the Internet (47.91.Z),
f) Other retail sales conducted outside store chains, stalls and markets (47.99.Z),
g) Non-specialized wholesale (46.90.Z),
h) Activities related to the organization of fairs, exhibitions and congresses (82.30.Z),
i) Day care for children (88.91.Z),
j) Other business support activities not elsewhere classified (82.99.Z),
k) Retail sale of other food in specialized stores (47.29.Z),
l) Rental and lease of other personal and household goods (77.29.Z),
m) Scientific research and development in the field of biotechnology (72.11.Z),
n) Activities supporting education (85.60.Z),
o) Other extracurricular forms of education, not elsewhere classified (85.59.B).
(2) Income from business activities shall be used for the realization of statutory purposes.
(3) The Foundation may conduct business activities directly or through separate establishments.
(4) The economic activity of the Foundation may also be carried out through participation in companies under civil and commercial law, including companies with foreign participation and in the form of enterprises of medical entities.
(5) It shall be prohibited:
a) granting loans or securing obligations with the assets of the Foundation in relation to members of its bodies or employees, as well as persons with whom the members of the bodies and employees of the Foundation are married, in cohabitation or in a relationship of kinship or affinity in a direct line, kinship or affinity in the collateral line to the second degree, or are related by adoption, guardianship or custody, hereinafter referred to as “related persons”,
b) to transfer the assets of the Foundation for the benefit of members of its bodies or employees and their relatives, on principles other than in relation to third parties, in particular if the transfer is made free of charge or on preferential terms,
c) to use the assets of the Foundation for the benefit of members of its bodies or employees and their relatives on principles other than in relation to third parties, unless such use directly results from the statutory purpose,
d) purchase of goods or services from entities in which members of the Foundation’s bodies or employees and their relatives participate, on principles other than in relation to third parties or at prices higher than market prices.

§ 10
(1) The Foundation’s income may come from:
a) donations, inheritances, bequests,
b) grants and subsidies of legal and natural persons and grants,
c) donations from public collections,
d) income from the Foundation’s immovable and movable property and property rights,
e) proceeds from deposits in bank accounts and capital deposits and securities,
f) funds received from the European Union,
g) other funds from individuals and public institutions,
h) business activities conducted by the Foundation,
(i) sponsorship.
(2) Income derived from subsidies, bequests, donations and bequests may be used for the realization of all the purposes of the Foundation, unless the donors have decided otherwise.
(3) All income received by the Foundation shall be used exclusively for statutory activities and to cover the costs of the Foundation.
(4) In matters of acceptance of donations and inheritance, statements required by law shall be made by the Board of the Foundation.
(5) In the case of appointment of the Foundation to inheritance, its Board of Directors shall make a statement on acceptance of the inheritance with the benefit of inventory.

§ 11
The Foundation shall carry out financial management and accounting books in accordance with the rules set forth in separate regulations.

§ 11a
Pursuant to the Act of April 24, 2003 on public benefit activity and volunteerism (Journal of Laws of 2003, No. 96, item 873, as amended):
a) the income from paid public benefit activity will be used by the Foundation exclusively for the implementation of tasks belonging to the sphere of the Foundation’s statutory objectives,
b) economic activity will not be carried out with respect to the same object of activity as paid public benefit activity,
c) the conduct of unpaid and paid public benefit activities will be accountably separate,
d) economic activities will be conducted only as ancillary to public benefit activities.

Chapter IV. Bodies of the Foundation

§ 12
The organs of the Foundation are:
1. the Foundation Board,
2. the Foundation Council,
3. the Scientific Council of the Foundation.

Foundation Council
§ 13
(1) The Council of the Foundation is the decisive, controlling and opinion-making body of the Foundation.
(2) The Foundation Council shall consist of three to six members.
(3) By virtue of the Articles of Association, the Foundation Council shall consist of the Founders.
(4) The members of the first composition of the Council are appointed by the Founders. Subsequent members of the Council in place of persons who have ceased to perform this function or to expand the composition of the Council, shall be appointed by its decision unanimously by the Council.
(5) In particularly justified cases, the dismissal of a member of the Council and thus depriving him of membership in the Council, may take place as a result of a resolution adopted unanimously by the remaining members of the Foundation Council. Founders may not be deprived of membership in the Foundation Council in this manner.
(6) Membership in the Foundation Council shall also cease in the event of written resignation from membership or death of a member of the Council.
(7) Members of the Foundation Council:
(a) may not be members of the Board of Directors or be married to them,
b) in cohabitation, in a relationship of consanguinity, affinity or business subordination,
c) have not been sentenced by a final judgment for an intentional crime prosecuted by public indictment or a fiscal crime,
d) they may receive reimbursement of reasonable expenses or remuneration in an amount not higher than the average monthly salary in the enterprise sector announced by the President of the Central Statistical Office for the previous year for serving on the Foundation Council,
(e) decisions on the remuneration of members of the Foundation Council shall be made unanimously by the Foundation Board.
(8) If a member of the Foundation Council is appointed, with his consent, to the Foundation Board or if a member of the Foundation Council enters into an employment relationship with the Foundation – the membership of such person in the Foundation Council shall be suspended, respectively, for the duration of the function or employment relationship.
(9) The Council shall elect from among its members the Chairman of the Council. The Chairman of the Council manages the work of the Council, represents it externally and convenes and presides over Council meetings.

§ 14
(1) The Foundation Council shall meet at least once a year.
(2) The Foundation Council shall be convened by the Chairman of the Council on his own initiative or at the request of the Board reported in writing.
(3) The Council of the Foundation shall make decisions in the form of resolutions – a simple majority of votes of the members of the Council present at the meeting, in the event of a tie vote, the vote of the Chairman shall be decisive, and the presence of at least 2/3 of the members of the Council of the Foundation is required for the validity of the resolution.
(4) The members of the Council of the Foundation shall be notified of the date of the meeting by its Chairman by registered mail or e-mail at least 14 days before the date. Notice may be waived for those members of the Council of the Foundation who declare in writing that they know the date of the meeting.
(5) Absence of a member of the Council of the Foundation who has been duly notified of the meeting shall not suspend the meeting of the Council.
(6) A member of the Council of the Foundation who is unable to attend the meeting in person may participate in the meeting by means of telecommunication devices, which allow speaking and hearing each other by all those participating in the meeting. Such meetings are hereinafter referred to as Correspondence Meetings.
(7) The Council of the Foundation may adopt resolutions without holding a meeting if all members of the Council vote in favor of the resolution in writing or by e-mail.

§ 15
The tasks of the Council include in particular:
1. appointing and dismissing the President and members of the Board.
2. making decisions on the employment of members of the Board, determining their remuneration.
3. evaluating the work of the Board, accepting annual reports or balance sheets and granting discharge to Board members.
4. inspecting the current activities of the Board of the Foundation, including issuing binding post-inspection recommendations to the Board.
5. to set the main directions of the Foundation’s activities.
6. supervising the activities of the Foundation.
7. making decisions on merger with another Foundation or on liquidation of the Foundation.
8. making decisions on amending the Articles of Association of the Foundation.

§ 16
The Foundation Council, in order to perform its tasks, is authorized to:
1. request the Board of the Foundation to present all documents relating to the activities of the Foundation,
2. review the assets and financial control of the Foundation.

Foundation Board
§ 17
(1) The Board of the Foundation shall consist of a minimum of one person and shall be appointed for an indefinite period.
(2) Members of the Board may not be persons who have been convicted by a final court sentence for a crime committed willful and prosecuted by public indictment or a fiscal crime.
(3) The President and members of the Board shall be appointed and dismissed by the Foundation Council.
(4) The Board shall adopt rules of procedure, in which it shall determine the scope of competence for individual members of the Board.
(5) Membership in the Board shall cease as a result of:
a) death of a member,
b) submission of a written resignation,
c) loss of civil rights as a result of conviction by a final court sentence for a crime committed willful and prosecuted by public indictment or a fiscal crime,
d) dismissal by the Council of the Foundation in the event of non-performance of assigned duties or acting to the detriment of the Foundation.

§ 18
(1) Meetings of the Board shall be held at least once a quarter.
(2) Board meetings shall be convened by the President on his own initiative or at the request of another Board member. The request for convening a meeting of the Board should indicate the purpose of its convening. The President of the Board of the Foundation shall notify the members of the Board of the Foundation of the date of the meeting by registered mail or e-mail at least 3 days before the date. Notice may be waived for those members of the Board of the Foundation who declare in writing that they know the date of the meeting.
(3) Meetings of the Board of Directors may also be held by means of remote communications that ensure that Board members can hear each other, provided that all members of the Board of Directors have access to such means and none of the members of the Board of Directors objected to holding a meeting in such a form.
(4) The Board shall make decisions in the form of resolutions by a simple majority of votes, with the presence of at least half of the members of the Board, including the President of the Foundation, required for a resolution to be valid. In the event of an equal number of votes, the vote of the President shall be decisive.
(5) Resolutions of the Management Board may also be adopted without holding a meeting of the Management Board, if all members are informed in writing of the content of the resolution to be adopted and the date by which each member of the Management Board should communicate his position in writing to the President of the Management Board or to a member of the Management Board designated by him, and no member of the Management Board objects to the adoption of the resolution in this form.
(6) By a two-thirds majority of votes of all members of the Board, the Board shall pass a resolution to refer a motion to the Foundation Council concerning:
a) amendments to the Statute of the Foundation,
b) merger with another Foundation,
c) appointment of new members or dismissal of Board members in justified cases
d) liquidation of the Foundation,
e) the Board may appoint proxies to manage a separate sphere of matters belonging to the tasks of the Foundation.
(7) The Board shall annually, by September 30, submit to the Foundation Council an annual report on the activities of the Foundation.

§ 19
(1) The Board of the Foundation manages its activities and represents the Foundation outside.
(2) The competencies of the Board include:
a) managing the current activities of the Foundation,
b) implementation of statutory objectives,
c) drawing up work plans and budget,
d) representing the Foundation outside,
e) adoption of annual and multi-year action programs and financial plans of the Foundation,
f) exercising management over the assets of the Foundation,
g) drawing up reports on the activities of the Foundation,
h) to create and abolish field outposts of the Foundation,
i) appointing and dismissing members of the Foundation’s Scientific Council,
j) hiring employees and setting their salaries.

Manner of representation
§ 20
(1) To make declarations of will on behalf of the Foundation, it is required in the case of a Board of more than one person – the joint action of two members of the Board, including the President of the Board.
(2) In matters not related to incurring liabilities in excess of PLN 5,000 (five thousand), declarations of will on behalf of the Foundation may be made by the President of the Board of the Foundation acting alone.
(3) The President of the Board of the Foundation may make declarations of will on behalf of the Foundation one-man also in matters relating to the employment of employees and in matters arising from labor relations.

Scientific Council of the Foundation
§ 21
(4) The Scientific Council is a consultative and opinion-forming body of the Foundation.
(5) The Scientific Council shall consist of three to six members appointed and dismissed by the Board from among specialists in fields related to the statutory objectives of the Foundation.
(6) Members of the Scientific Council shall be appointed for an indefinite period of time.
(7) A member of the Scientific Council may resign from membership in the Council at any time. Resignation in writing shall be submitted to the Board.
(8) A member of the Scientific Council may be dismissed for failure to fulfill his obligations or for acting to the detriment of the Foundation.
(9) The powers of the Scientific Council shall include:
a) giving an opinion, at the request of the Board, on the projects of scientific research, publications and other activities of the Foundation related to the achievement of its objectives,
b) proposing that the Foundation undertake specific activities related to the achievement of its objectives, in particular scientific research related to breastfeeding and proper nutrition of newborns and young children,
c) to recommend, at the request of the Board of Directors, in the public forum, any activities aimed at achieving the objectives of the Foundation, in particular research and scientific publications, publications popularizing knowledge in the field of promotion of breastfeeding and breastmilk.
(10) The Scientific Council shall appoint from among its members the Chairman of the Council, who shall direct the work of the Scientific Council.
(11) Meetings of the Scientific Council shall be held at least once a year.
(12) the Scientific Council shall adopt resolutions by a simple majority of votes in the presence of at least half of the members of the Council.

Chapter V. Final Provisions

Amendment of the Articles of Association
§ 22
(1) Amendments to the Articles of the Foundation shall be made by the Foundation Council on its own initiative or at the request of the Foundation Board.
(2) Amendments to the Articles of Association shall be made by unanimous resolution of the Council of the Foundation in the presence of 2/3 of the members of the Council.
(3) Amendments to the Articles of Association may relate to the objectives for the implementation of which the Foundation was established and specified in the founding act.

Merger with another Foundation
§ 23
(1) The Foundation may merge with another foundation for the effective implementation of its objectives. The terms of the merger shall be determined by an agreement between the Foundations.
(2) Merger with another foundation shall be carried out by unanimous resolution of the Foundation Council on its own initiative or at the request of the Foundation Board in the presence of 2/3 of the Council members.
(3) Information on merger with another Foundation shall be communicated to the Minister responsible for health care.

Liquidation of the Foundation
§ 24
(1) The Foundation shall be liquidated in the event of achieving the objectives for which it was established or in the event of exhaustion of its financial resources and assets and in other cases indicated in the Act.
(2) A resolution on liquidation shall be unanimously adopted by the Foundation Council on its own initiative or at the request of the Foundation Board in the presence of 2/3 of the members of the Council.
(3) The liquidator of the Foundation shall be the President of the Board or other person indicated in the resolution on the liquidation of the Foundation.
(4) Information on the liquidation of the Foundation shall be transmitted to the Minister responsible for health care. Financial resources and assets remaining after the liquidation of the Foundation by resolution of the Foundation Council may be allocated to organizations operating in the Republic of Poland with similar objectives to those of the Foundation.