[et_pb_section fb_built=”1″ custom_padding_last_edited=”off|desktop” admin_label=”Header” _builder_version=”4.13.0″ background_image=”https:\/\/bankmleka.pl\/wp-content\/uploads\/2023\/01\/dziecko.jpg” height=”550px” custom_padding=”0vw||46px||false|false” custom_padding_tablet=”50px||50px||true|false” custom_padding_phone=”30px||30px||true|false” global_colors_info=”{}”][et_pb_row column_structure=”1_2,1_2″ _builder_version=”4.13.0″ max_width=”1280px” global_colors_info=”{}”][et_pb_column type=”1_2″ _builder_version=”4.4.4″ custom_padding=”||||false|false” custom_padding_tablet=”||||false|false” custom_padding_phone=”|55%|||false|false” custom_padding_last_edited=”off|tablet” global_colors_info=”{}”][et_pb_text _builder_version=”4.13.0″ header_font=”||||||||” header_text_color=”#FFFFFF” header_line_height=”1.2em” custom_margin=”93px|||||” header_font_size_tablet=”40px” header_font_size_phone=”30px” header_font_size_last_edited=”on|phone” global_colors_info=”{}”]<\/p>\n
[\/et_pb_text][et_pb_text _builder_version=”4.13.0″ text_text_color=”#FFFFFF” custom_margin=”|50px||||” custom_padding=”||0px|||” text_font_size_tablet=”14px” text_font_size_phone=”” text_font_size_last_edited=”on|phone” global_colors_info=”{}”]<\/p>\n
The Human Bank Milk Foundation was established to promote in the medical community and among parents the idea of \u200b\u200bsharing natural, tested humanmilk in accordance with WHO\/UNICEF recommendations.\u00a0<\/span><\/p>\n The Foundation disseminates knowledge about the value of human milk and the use of breast milk nutrition therapy in hospital conditions.<\/span><\/p>\n The Foundation is a Public Benefit Organization. The method of implementing the Foundation’s mission and its goals is regulated by the Statute.<\/span><\/p>\n [\/et_pb_text][\/et_pb_column][et_pb_column type=”1_2″ _builder_version=”4.4.4″ global_colors_info=”{}”][\/et_pb_column][\/et_pb_row][\/et_pb_section][et_pb_section fb_built=”1″ _builder_version=”4.13.0″ _module_preset=”default” min_height=”10259.8px” custom_margin=”-15px|||||” custom_padding=”69px|||||” global_colors_info=”{}”][et_pb_row column_structure=”1_2,1_2″ _builder_version=”4.13.0″ _module_preset=”default” width=”95%” max_width=”1280px” module_alignment=”center” global_colors_info=”{}”][et_pb_column type=”1_2″ _builder_version=”4.13.0″ _module_preset=”default” global_colors_info=”{}”][et_pb_text _builder_version=”4.13.0″ _module_preset=”default” header_3_font_size=”20px” custom_margin=”0px|||||” custom_padding=”|||7px||” global_colors_info=”{}”]<\/p>\n 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 \u00a7 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:<\/p>\n Chapter I. General provisions<\/strong><\/p>\n \u00a7 1<\/strong> \u00a7 2<\/strong> \u00a7 3<\/strong> \u00a7 4<\/strong> \u00a7 5<\/strong> Chapter II. Objectives and principles of the Foundation<\/strong><\/p>\n \u00a7 6<\/strong> \u00a7 7<\/strong> Chapter III. Assets and income of the Foundation<\/strong><\/p>\n \u00a7 8<\/strong> \u00a7 9<\/strong> \u00a7 10<\/strong> \u00a7 11<\/strong> \u00a7 11a<\/strong> Chapter IV. Bodies of the Foundation<\/strong><\/p>\n \u00a7 12<\/strong> Foundation Council<\/strong> \u00a7 14<\/strong> \u00a7 15<\/strong> \u00a7 16<\/strong> Foundation Board<\/strong> \u00a7 18<\/strong> \u00a7 19<\/strong> Manner of representation<\/strong> Scientific Council of the Foundation<\/strong> Chapter V. Final Provisions<\/strong><\/p>\n Amendment of the Articles of Association<\/strong> Merger with another Foundation<\/strong> Liquidation of the Foundation<\/strong> [\/et_pb_text][\/et_pb_column][et_pb_column type=”1_2″ _builder_version=”4.13.0″ _module_preset=”default” global_colors_info=”{}”][et_pb_image src=”https:\/\/bankmleka.pl\/wp-content\/uploads\/2023\/01\/karmienie-piersia-6-scaled.jpg” title_text=”karmienie piersi\u0105 6″ _builder_version=”4.13.0″ _module_preset=”default” global_colors_info=”{}”][\/et_pb_image][\/et_pb_column][\/et_pb_row][\/et_pb_section]<\/p>\n","protected":false},"excerpt":{"rendered":" Statute of FoundationThe Human Bank Milk Foundation was established to promote in the medical community and among parents the idea of \u200b\u200bsharing natural, tested humanmilk in accordance with WHO\/UNICEF recommendations.\u00a0 The Foundation disseminates knowledge about the value of human milk and the use of breast milk nutrition therapy in hospital conditions. The Foundation is a Public Benefit Organization. The method […]<\/p>\n","protected":false},"author":6,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_et_pb_use_builder":"on","_et_pb_old_content":"","_et_gb_content_width":"","footnotes":""},"class_list":["post-2315","page","type-page","status-publish","hentry"],"yoast_head":"\nUNIFORM TEXT OF THE ARTICLES OF ASSOCIATION OF THE HUMAN MILK BANK FOUNDATION<\/strong><\/h3>\n
(1) The Human Milk Bank Foundation, hereinafter referred to\u00a0as\u00a0the Foundation, shall operate on\u00a0the basis of the Act of April 6, 1984 on\u00a0Foundations (Journal of Laws of 1991, No. 46, item 203, as\u00a0amended), the provisions of the Act of April 24, 2003 on\u00a0Public Benefit Activity and Volunteerism (Journal of Laws of 2003, No. 96, item 873, as\u00a0amended) and the provisions of these articles.
(2) The Foundation was established by\u00a0Magdalena Zofia Podczaska, Aleksandra Maria Weso\u0142owska, Izabela Paczesna and Marcin Kr\u00f3l, hereinafter referred to\u00a0as\u00a0the Founders, by\u00a0means of a\u00a0notarial deed drawn up by\u00a0notary Marek Watrakiewicz in\u00a0a\u00a0notary’s office in\u00a0Warsaw, 6 Boya-\u017bele\u0144skiego Street, loc. 26, on\u00a012 January 2009.<\/p>\n
(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\u00a0the 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\u00a0carry out its statutory tasks the Foundation may create permanent and temporary field offices in\u00a0the country and abroad in\u00a0the 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\u00a0selected foreign languages.<\/p>\n
(1) The Foundation shall have legal personality.
(2) The supervision of the Foundation shall be\u00a0exercised by\u00a0the Minister responsible for health care.<\/p>\n
The Foundation may establish badges and medals of honor and grant them along with other awards and honors to\u00a0natural and legal persons of merit for the objectives of the Foundation or\u00a0for the Foundation itself.<\/p>\n
(1) The Foundation may use a\u00a0longitudinal seal, containing its name, seat and address; the seal may contain a\u00a0graphic symbol used by\u00a0the Foundation.
(2) The Foundation may use a\u00a0graphic symbol.<\/p>\n
The Foundation carries out activities in\u00a0the sphere of public benefit including tasks in\u00a0the 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\u00a0work for the creation and efficient operation of specialized facilities of the human milk bank type and to\u00a0support projects to\u00a0promote breastfeeding and breast milk.<\/p>\n
The realization of the statutory objectives of the Foundation is carried out in\u00a0particular by\u00a0organizing or\u00a0financing the following projects:
1. within the framework of unpaid public benefit activities in\u00a0the field (according to\u00a0the Polish Classification of Activities):
a) promoting the idea of a\u00a0human 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\u00a0Poland (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\u00a0families struggling with life problems resulting from the appearance of a\u00a0sick child in\u00a0the family (PKD 94.99.Z),
e) conducting and supporting scientific and research activity – which is a\u00a0non-profit activity of the Human Milk Bank Foundation – in\u00a0the 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\u00a0the 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\u00a0order to\u00a0create modern products based on\u00a0the 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\u00a0part 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\u00a0Europe and worldwide (PKD 94.99.Z),
j) initiation, support and organization of activities, serving the development of the idea of human milk bank by\u00a0promoting, implementing or\u00a0significantly improving scientific research on\u00a0lactation, 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\u00a0Poland, by\u00a0research centers in\u00a0Poland and abroad (PKD 86.90.E),
k) conducting and supporting research activities in\u00a0the field of scientific research and development work in\u00a0the 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\u00a0the field (according to\u00a0the 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\u00a0Poland (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\u00a0the 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\u00a0order to\u00a0create modern products based on\u00a0the knowledge of the value of breast milk (PKD 94.99.Z),
e) initiating, supporting and organizing activities aimed at\u00a0development of the idea of human milk bank by\u00a0promoting, implementing or\u00a0significantly improving scientific research on\u00a0lactation, nutrition of newborns and infants, organization of model establishments of human milk bank type, engaged in\u00a0collection, research and proper distribution of pasteurized breast milk in\u00a0Poland, by\u00a0research centers in\u00a0Poland 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).<\/p>\n
The assets of the Foundation consist of the founding fund in\u00a0the amount of 1,000 pounds sterling (one thousand pounds sterling) and other property acquired by\u00a0the Foundation in\u00a0the course of its activities.<\/p>\n
(1) The Foundation shall conduct business activities in\u00a0the field (according to\u00a0the Polish Classification of Activities):
a) Publishing of books (58.11.Z),
b) Activities related to\u00a0the 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\u00a0the 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\u00a0the 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\u00a0specialized stores (47.29.Z),
l) Rental and lease of other personal and household goods (77.29.Z),
m) Scientific research and development in\u00a0the 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\u00a0used for the realization of statutory purposes.
(3) The Foundation may conduct business activities directly or\u00a0through separate establishments.
(4) The economic activity of the Foundation may also be\u00a0carried out through participation in\u00a0companies under civil and commercial law, including companies with foreign participation and in\u00a0the form of enterprises of medical entities.
(5) It shall be\u00a0prohibited:
a) granting loans or\u00a0securing obligations with the assets of the Foundation in\u00a0relation to\u00a0members of its bodies or\u00a0employees, as\u00a0well as\u00a0persons with whom the members of the bodies and employees of the Foundation are married, in\u00a0cohabitation or\u00a0in\u00a0a\u00a0relationship of kinship or\u00a0affinity in\u00a0a\u00a0direct line, kinship or\u00a0affinity in\u00a0the collateral line to\u00a0the second degree, or\u00a0are related by\u00a0adoption, guardianship or\u00a0custody, hereinafter referred to\u00a0as\u00a0“related persons”,
b) to\u00a0transfer the assets of the Foundation for the benefit of members of its bodies or\u00a0employees and their relatives, on\u00a0principles other than in\u00a0relation to\u00a0third parties, in\u00a0particular if the transfer is made free of charge or\u00a0on\u00a0preferential terms,
c) to\u00a0use the assets of the Foundation for the benefit of members of its bodies or\u00a0employees and their relatives on\u00a0principles other than in\u00a0relation to\u00a0third parties, unless such use directly results from the statutory purpose,
d) purchase of goods or\u00a0services from entities in\u00a0which members of the Foundation’s bodies or\u00a0employees and their relatives participate, on\u00a0principles other than in\u00a0relation to\u00a0third parties or\u00a0at\u00a0prices higher than market prices.<\/p>\n
(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\u00a0bank 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\u00a0the Foundation,
(i) sponsorship.
(2) Income derived from subsidies, bequests, donations and bequests may be\u00a0used for the realization of all the purposes of the Foundation, unless the donors have decided otherwise.
(3) All income received by\u00a0the Foundation shall be\u00a0used exclusively for statutory activities and to\u00a0cover the costs of the Foundation.
(4) In\u00a0matters of acceptance of donations and inheritance, statements required by\u00a0law shall be\u00a0made by\u00a0the Board of the Foundation.
(5) In\u00a0the case of appointment of the Foundation to\u00a0inheritance, its Board of Directors shall make a\u00a0statement on\u00a0acceptance of the inheritance with the benefit of inventory.<\/p>\n
The Foundation shall carry out financial management and accounting books in\u00a0accordance with the rules set forth in\u00a0separate regulations.<\/p>\n
Pursuant to\u00a0the Act of April 24, 2003 on\u00a0public benefit activity and volunteerism (Journal of Laws of 2003, No. 96, item 873, as\u00a0amended):
a) the income from paid public benefit activity will be\u00a0used by\u00a0the Foundation exclusively for the implementation of tasks belonging to\u00a0the sphere of the Foundation’s statutory objectives,
b) economic activity will not be\u00a0carried out with respect to\u00a0the same object of activity as\u00a0paid public benefit activity,
c) the conduct of unpaid and paid public benefit activities will be\u00a0accountably separate,
d) economic activities will be\u00a0conducted only as\u00a0ancillary to\u00a0public benefit activities.<\/p>\n
The organs of the Foundation are:
1. the Foundation Board,
2. the Foundation Council,
3. the Scientific Council of the Foundation.<\/p>\n
\u00a7 13<\/strong>
(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\u00a0six members.
(3) By\u00a0virtue 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\u00a0the Founders. Subsequent members of the Council in\u00a0place of persons who have ceased to\u00a0perform this function or\u00a0to\u00a0expand the composition of the Council, shall be\u00a0appointed by\u00a0its decision unanimously by\u00a0the Council.
(5) In\u00a0particularly justified cases, the dismissal of a\u00a0member of the Council and thus depriving him of membership in\u00a0the Council, may take place as\u00a0a\u00a0result of a\u00a0resolution adopted unanimously by\u00a0the remaining members of the Foundation Council. Founders may not be\u00a0deprived of membership in\u00a0the Foundation Council in\u00a0this manner.
(6) Membership in\u00a0the Foundation Council shall also cease in\u00a0the event of written resignation from membership or\u00a0death of a\u00a0member of the Council.
(7) Members of the Foundation Council:
(a) may not be\u00a0members of the Board of Directors or\u00a0be\u00a0married to\u00a0them,
b) in\u00a0cohabitation, in\u00a0a\u00a0relationship of consanguinity, affinity or\u00a0business subordination,
c) have not been sentenced by\u00a0a\u00a0final judgment for an intentional crime prosecuted by\u00a0public indictment or\u00a0a\u00a0fiscal crime,
d) they may receive reimbursement of reasonable expenses or\u00a0remuneration in\u00a0an amount not higher than the average monthly salary in\u00a0the enterprise sector announced by\u00a0the President of the Central Statistical Office for the previous year for serving on\u00a0the Foundation Council,
(e) decisions on\u00a0the remuneration of members of the Foundation Council shall be\u00a0made unanimously by\u00a0the Foundation Board.
(8) If a\u00a0member of the Foundation Council is appointed, with his consent, to\u00a0the Foundation Board or\u00a0if a\u00a0member of the Foundation Council enters into an employment relationship with the Foundation – the membership of such person in\u00a0the Foundation Council shall be\u00a0suspended, respectively, for the duration of the function or\u00a0employment 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.<\/p>\n
(1) The Foundation Council shall meet at\u00a0least once a\u00a0year.
(2) The Foundation Council shall be\u00a0convened by\u00a0the Chairman of the Council on\u00a0his own initiative or\u00a0at\u00a0the request of the Board reported in\u00a0writing.
(3) The Council of the Foundation shall make decisions in\u00a0the form of resolutions – a\u00a0simple majority of votes of the members of the Council present at\u00a0the meeting, in\u00a0the event of a\u00a0tie vote, the vote of the Chairman shall be\u00a0decisive, and the presence of at\u00a0least 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\u00a0notified of the date of the meeting by\u00a0its Chairman by\u00a0registered mail or\u00a0e-mail at\u00a0least 14 days before the date. Notice may be\u00a0waived for those members of the Council of the Foundation who declare in\u00a0writing that they know the date of the meeting.
(5) Absence of a\u00a0member of the Council of the Foundation who has been duly notified of the meeting shall not suspend the meeting of the Council.
(6) A\u00a0member of the Council of the Foundation who is unable to\u00a0attend the meeting in\u00a0person may participate in\u00a0the meeting by\u00a0means of telecommunication devices, which allow speaking and hearing each other by\u00a0all those participating in\u00a0the meeting. Such meetings are hereinafter referred to\u00a0as\u00a0Correspondence Meetings.
(7) The Council of the Foundation may adopt resolutions without holding a\u00a0meeting if all members of the Council vote in\u00a0favor of the resolution in\u00a0writing or\u00a0by\u00a0e-mail.<\/p>\n
The tasks of the Council include in\u00a0particular:
1. appointing and dismissing the President and members of the Board.
2. making decisions on\u00a0the employment of members of the Board, determining their remuneration.
3. evaluating the work of the Board, accepting annual reports or\u00a0balance sheets and granting discharge to\u00a0Board members.
4. inspecting the current activities of the Board of the Foundation, including issuing binding post-inspection recommendations to\u00a0the Board.
5. to\u00a0set the main directions of the Foundation’s activities.
6. supervising the activities of the Foundation.
7. making decisions on\u00a0merger with another Foundation or\u00a0on\u00a0liquidation of the Foundation.
8. making decisions on\u00a0amending the Articles of Association of the Foundation.<\/p>\n
The Foundation Council, in\u00a0order to\u00a0perform its tasks, is authorized to:
1. request the Board of the Foundation to\u00a0present all documents relating to\u00a0the activities of the Foundation,
2. review the assets and financial control of the Foundation.<\/p>\n
\u00a7 17<\/strong>
(1) The Board of the Foundation shall consist of a\u00a0minimum of one person and shall be\u00a0appointed for an indefinite period.
(2) Members of the Board may not be\u00a0persons who have been convicted by\u00a0a\u00a0final court sentence for a\u00a0crime committed willful and prosecuted by\u00a0public indictment or\u00a0a\u00a0fiscal crime.
(3) The President and members of the Board shall be\u00a0appointed and dismissed by\u00a0the Foundation Council.
(4) The Board shall adopt rules of procedure, in\u00a0which it shall determine the scope of competence for individual members of the Board.
(5) Membership in\u00a0the Board shall cease as\u00a0a\u00a0result of:
a) death of a\u00a0member,
b) submission of a\u00a0written resignation,
c) loss of civil rights as\u00a0a\u00a0result of conviction by\u00a0a\u00a0final court sentence for a\u00a0crime committed willful and prosecuted by\u00a0public indictment or\u00a0a\u00a0fiscal crime,
d) dismissal by\u00a0the Council of the Foundation in\u00a0the event of non-performance of assigned duties or\u00a0acting to\u00a0the detriment of the Foundation.<\/p>\n
(1) Meetings of the Board shall be\u00a0held at\u00a0least once a\u00a0quarter.
(2) Board meetings shall be\u00a0convened by\u00a0the President on\u00a0his own initiative or\u00a0at\u00a0the request of another Board member. The request for convening a\u00a0meeting 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\u00a0registered mail or\u00a0e-mail at\u00a0least 3 days before the date. Notice may be\u00a0waived for those members of the Board of the Foundation who declare in\u00a0writing that they know the date of the meeting.
(3) Meetings of the Board of Directors may also be\u00a0held by\u00a0means of remote communications that ensure that Board members can hear each other, provided that all members of the Board of Directors have access to\u00a0such means and none of the members of the Board of Directors objected to\u00a0holding a\u00a0meeting in\u00a0such a\u00a0form.
(4) The Board shall make decisions in\u00a0the form of resolutions by\u00a0a\u00a0simple majority of votes, with the presence of at\u00a0least half of the members of the Board, including the President of the Foundation, required for a\u00a0resolution to\u00a0be\u00a0valid. In\u00a0the event of an equal number of votes, the vote of the President shall be\u00a0decisive.
(5) Resolutions of the Management Board may also be\u00a0adopted without holding a\u00a0meeting of the Management Board, if all members are informed in\u00a0writing of the content of the resolution to\u00a0be\u00a0adopted and the date by\u00a0which each member of the Management Board should communicate his position in\u00a0writing to\u00a0the President of the Management Board or\u00a0to\u00a0a\u00a0member of the Management Board designated by\u00a0him, and no\u00a0member of the Management Board objects to\u00a0the adoption of the resolution in\u00a0this form.
(6) By\u00a0a\u00a0two-thirds majority of votes of all members of the Board, the Board shall pass a\u00a0resolution to\u00a0refer a\u00a0motion to\u00a0the Foundation Council concerning:
a) amendments to\u00a0the Statute of the Foundation,
b) merger with another Foundation,
c) appointment of new members or\u00a0dismissal of Board members in\u00a0justified cases
d) liquidation of the Foundation,
e) the Board may appoint proxies to\u00a0manage a\u00a0separate sphere of matters belonging to\u00a0the tasks of the Foundation.
(7) The Board shall annually, by\u00a0September 30, submit to\u00a0the Foundation Council an annual report on\u00a0the activities of the Foundation.<\/p>\n
(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\u00a0the activities of the Foundation,
h) to\u00a0create 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.<\/p>\n
\u00a7 20<\/strong>
(1) To\u00a0make declarations of will on\u00a0behalf of the Foundation, it is required in\u00a0the case of a\u00a0Board of more than one person – the joint action of two members of the Board, including the President of the Board.
(2) In\u00a0matters not related to\u00a0incurring liabilities in\u00a0excess of PLN 5,000 (five thousand), declarations of will on\u00a0behalf of the Foundation may be\u00a0made by\u00a0the President of the Board of the Foundation acting alone.
(3) The President of the Board of the Foundation may make declarations of will on\u00a0behalf of the Foundation one-man also in\u00a0matters relating to\u00a0the employment of employees and in\u00a0matters arising from labor relations.<\/p>\n
\u00a7 21<\/strong>
(4) The Scientific Council is a\u00a0consultative and opinion-forming body of the Foundation.
(5) The Scientific Council shall consist of three to\u00a0six members appointed and dismissed by\u00a0the Board from among specialists in\u00a0fields related to\u00a0the statutory objectives of the Foundation.
(6) Members of the Scientific Council shall be\u00a0appointed for an indefinite period of time.
(7) A\u00a0member of the Scientific Council may resign from membership in\u00a0the Council at\u00a0any time. Resignation in\u00a0writing shall be\u00a0submitted to\u00a0the Board.
(8) A\u00a0member of the Scientific Council may be\u00a0dismissed for failure to\u00a0fulfill his obligations or\u00a0for acting to\u00a0the detriment of the Foundation.
(9) The powers of the Scientific Council shall include:
a) giving an opinion, at\u00a0the request of the Board, on\u00a0the projects of scientific research, publications and other activities of the Foundation related to\u00a0the achievement of its objectives,
b) proposing that the Foundation undertake specific activities related to\u00a0the achievement of its objectives, in\u00a0particular scientific research related to\u00a0breastfeeding and proper nutrition of newborns and young children,
c) to\u00a0recommend, at\u00a0the request of the Board of Directors, in\u00a0the public forum, any activities aimed at\u00a0achieving the objectives of the Foundation, in\u00a0particular research and scientific publications, publications popularizing knowledge in\u00a0the 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\u00a0held at\u00a0least once a\u00a0year.
(12) the Scientific Council shall adopt resolutions by\u00a0a\u00a0simple majority of votes in\u00a0the presence of at\u00a0least half of the members of the Council.<\/p>\n
\u00a7 22<\/strong>
(1) Amendments to\u00a0the Articles of the Foundation shall be\u00a0made by\u00a0the Foundation Council on\u00a0its own initiative or\u00a0at\u00a0the request of the Foundation Board.
(2) Amendments to\u00a0the Articles of Association shall be\u00a0made by\u00a0unanimous resolution of the Council of the Foundation in\u00a0the presence of 2\/3 of the members of the Council.
(3) Amendments to\u00a0the Articles of Association may relate to\u00a0the objectives for the implementation of which the Foundation was established and specified in\u00a0the founding act.<\/p>\n
\u00a7 23<\/strong>
(1) The Foundation may merge with another foundation for the effective implementation of its objectives. The terms of the merger shall be\u00a0determined by\u00a0an agreement between the Foundations.
(2) Merger with another foundation shall be\u00a0carried out by\u00a0unanimous resolution of the Foundation Council on\u00a0its own initiative or\u00a0at\u00a0the request of the Foundation Board in\u00a0the presence of 2\/3 of the Council members.
(3) Information on\u00a0merger with another Foundation shall be\u00a0communicated to\u00a0the Minister responsible for health care.<\/p>\n
\u00a7 24<\/strong>
(1) The Foundation shall be\u00a0liquidated in\u00a0the event of achieving the objectives for which it was established or\u00a0in\u00a0the event of exhaustion of its financial resources and assets and in\u00a0other cases indicated in\u00a0the Act.
(2) A\u00a0resolution on\u00a0liquidation shall be\u00a0unanimously adopted by\u00a0the Foundation Council on\u00a0its own initiative or\u00a0at\u00a0the request of the Foundation Board in\u00a0the presence of 2\/3 of the members of the Council.
(3) The liquidator of the Foundation shall be\u00a0the President of the Board or\u00a0other person indicated in\u00a0the resolution on\u00a0the liquidation of the Foundation.
(4) Information on\u00a0the liquidation of the Foundation shall be\u00a0transmitted to\u00a0the Minister responsible for health care. Financial resources and assets remaining after the liquidation of the Foundation by\u00a0resolution of the Foundation Council may be\u00a0allocated to\u00a0organizations operating in\u00a0the Republic of Poland with similar objectives to\u00a0those of the Foundation.<\/p>\n