STATUTE OF THE “ATTETION, GARBAGE TRUCK IS COMING” FOUNDATION
Chapter I
GENERAL PROVISIONS
§ 1
The Foundation “Uwaga, Śmieciarka Jedzie” (English: “Attention, Garbage Truck is Coming”), hereinafter referred to as the “Foundation,” was established by Dominika Szaciłło, hereinafter referred to as the “Founder,” by notarial deed dated 17 October 2022, Repertory A No. 7268/2022, drawn up by notary Jan Salmonowicz at the Notary’s Office in Żyrardów, ul. Stefana Okrzei No. 27, unit 6.
§ 2
The Foundation operates on the basis of the Act of 6 April 1984 on Foundations (consolidated text, Journal of Laws of 2020, item 2167), the regulations concerning organizations conducting public benefit activity, other relevant legal acts, and the provisions of this Statute.
§ 3
1. The Foundation has legal personality.
2. Supervision over the Foundation is exercised by the competent Minister.
3. The Foundation has been established for an indefinite period of time.
§ 4
1. The Foundation’s registered seat is in Żyrardów.
2. The Foundation’s territory of operation is the area of the Republic of Poland.
3. The Foundation may conduct activities outside the territory of the Republic of Poland.
4. The implementation of the Foundation’s statutory tasks may be carried out in cooperation with other entities, both within Poland and abroad.
Chapter II
OBJECTIVES AND METHODS OF IMPLEMENTATION
§ 5
The objectives of the Foundation are:
1. Environmental protection;
2. Improvement of the waste management system, in particular the prevention of waste generation;
3. Economic development, including the development of entrepreneurship, inventiveness and innovation, and the dissemination and implementation of new technical solutions in economic and social practice for the purpose of environmental protection and waste prevention;
4. Building the legal and ecological awareness of society and shaping attitudes and behaviors among citizens that are favorable to the natural environment;
5. Increasing citizens’ influence and agency with regard to responsibility for the resources they consume and their own purchasing decisions;
6. Increasing public access to information on emerging pollution and waste;
7. Preventing the waste of raw materials, implementing the principles of a zero-waste economy and a circular economy;
8. Promoting a zero-waste lifestyle, reducing consumption, clean technologies, and environmentally safe waste management methods;
9. Ecology and protection of natural heritage;
10. Development of science, higher education, education, schooling and upbringing for the purpose of environmental protection;
11. Protection of cultural goods, history and national heritage;
12. Development of communities and local societies;
13. Promotion and organization of volunteering;
14. Dissemination and protection of consumer rights;
15. Revitalization;
16. Health protection and social assistance;
17. Development of educational institutions and non-governmental institutions pursuing objectives similar to those of the Foundation;
18. Occupational and social reintegration of persons at risk of social exclusion;
19. Activity for the benefit of non-governmental organizations and entities listed in Article 3(3) of the Act on Public Benefit Activity and Volunteering, within the scope specified in items 1–18 of the Foundation’s objectives.
§ 6
The Foundation pursues its objectives through:
1. Building, financing and administering digital infrastructure that facilitates the transfer of unneeded items between private individuals, businesses, institutions and other entities;
2. Organizing, running, financing and co-financing places designated for restoring items to their original quality, appearance or functionality, or for their creative transformation into new objects;
3. Organizing meetings, trainings, lectures, symposia, conferences, seminars, screenings, discussion clubs and other forms and events of an educational and popularizing nature;
4. Organizing cultural events and social events such as: exhibitions, concerts, festivals, competitions, performances, fairs, congresses, community work, creative and educational workshops, and other forms of educational and artistic activity;
5. Conducting information and educational campaigns;
6. Conducting information activities, creating informational materials and distributing them in the media, including social media and websites;
7. Providing comprehensive advisory services and creating information banks on zero-waste lifestyles and environmentally safe waste management methods;
8. Creating, implementing and making available procedures and models for the secondary management of waste;
9. Conducting interdisciplinary studies and research and preparing reports on the state of the environment and its protection, and preparing technical documentation, opinions, expert assessments, strategies, programs and other materials related to the Foundation’s objectives;
10. Acting to introduce favorable changes in legislation related to the Foundation’s objectives, conducting information activities and lobbying among representatives of public authorities;
11. Participating in administrative proceedings, submitting applications and objections to administrative decisions, and providing opinions on projects with regard to their compliance with environmental protection, ecology and public health;
12. Organizing and financing programs and projects supporting local, regional, national and international initiatives within the scope of the Foundation’s objectives;
13. Establishing certificates, awards, scholarships and distinctions for natural and legal persons acting for the benefit of the Foundation’s objectives;
14. Organizing, financing and providing material and financial assistance to persons in difficult life situations;
15. Cooperating with institutions, organizations and natural persons in Poland and abroad pursuing similar objectives, and participating in domestic and international events promoting the achievement of objectives consistent with those of the Foundation.
§ 7
1. In order to pursue all of its statutory objectives, the Foundation conducts unpaid public benefit activity, in accordance with Articles 6–10 et seq. of the Act of 24 April 2003 on Public Benefit Activity and Volunteering.
2. In order to pursue its objectives, the Foundation may commence paid public benefit activity, provided that it will not conduct paid public benefit activity with respect to the same subject matter as the scope of business activity specified in § 8 of this Statute. The decision to commence, and on the scope of, paid public benefit activity shall be made by the Management Board.
§ 8
1. The Foundation conducts business activity in the following scope:
a. Finishing of textiles (PKD 13.30.Z)
b. Book publishing (PKD 58.11.Z)
c. Other publishing activities (PKD 58.19.Z)
d. Computer games publishing (PKD 58.21.Z)
e. Other software publishing (PKD 58.29.Z)
f. Motion picture, video and television programme production activities (PKD 59.11.Z)
g. Computer programming activities (PKD 62.01.Z)
h. Web portals (PKD 63.12.Z)
i. Other business and management consultancy activities (PKD 70.22.Z)
j. Advertising agencies (PKD 73.11.Z)
k. Market research and public opinion polling (PKD 73.20.Z)
l. Other professional, scientific and technical activities not elsewhere classified (PKD 74.90.Z)
m. Organization of conventions and trade shows (PKD 82.30.Z)
n. Other education not elsewhere classified (PKD 85.59.B)
o. Performing arts (PKD 90.01.Z)
p. Support activities to performing arts (PKD 90.02.Z)
2. The Foundation conducts business activity exclusively as ancillary to its public benefit activity, and exclusively to the extent serving the pursuit of its statutory objectives.
Chapter III
BODIES OF THE FOUNDATION — THE MANAGEMENT BOARD
§ 9
1. The governing body of the Foundation is the Management Board.
2. The term of office of Management Board Members is 3 (three) years. Management Board Members are appointed for individual terms of office.
3. The Foundation’s Management Board consists of 1 (one) to 5 (five) members, always including the President of the Management Board.
4. Members of the Management Board, including the President of the Management Board, are appointed by the Founder.
5. Membership in the Management Board ends upon: resignation, deprivation of public rights by a court, loss of legal capacity, death, expiry of the term of office, or removal by the Founder.
6. A Management Board Member whose membership has ended is obliged to provide the remaining Management Board members with all explanations and information concerning the function performed, in particular regarding factual and legal actions taken.
7. After the Founder’s death:
a. in the case of supplementing or expanding the composition of the Management Board — while maintaining the requirements regarding the Board’s composition set out in item 3 — Management Board members shall be appointed unanimously by the current Management Board members;
b. the Management Board of the outgoing term shall appoint the Management Board for the new term;
c. in the case of a Management Board of at least three members, a Management Board member may be removed by unanimous resolution of all the remaining Management Board members.
8. Management Board Members may not be persons convicted by a final judgment of an intentional offense prosecuted by public indictment or a fiscal offense.
§ 10
1. The Foundation is represented, including making declarations of intent in non-property matters and when incurring property obligations up to the amount of PLN 10,000.00 (ten thousand złoty), by each Management Board member individually, and when incurring property obligations above this amount, by the President of the Management Board individually.
2. Management Board Members may receive remuneration for performing their functions. Management Board Members may be employed under an employment contract, a contract of mandate, or receive remuneration from the Foundation on other grounds.
§ 11
1. Management Board meetings are held at least once every six months.
2. A meeting may be convened by any Management Board member.
3. Meetings are convened by notice sent to the electronic mail address or via electronic messenger, at least 7 (seven) days before the scheduled date.
4. The Management Board maintains a list of its members’ e-mail addresses, and each member is responsible for keeping their own address up to date. The Management Board determines which messengers will be used to send notices of meetings and informs all its members accordingly.
5. The Management Board makes decisions in the form of resolutions, by a simple majority of votes in the presence of at least half of the Members, unless the Statute provides otherwise in specific matters. In the event of a tie vote, the vote of the President of the Management Board shall be decisive.
6. The organizational structure and forms of operation of the Management Board may be specified in Rules of Procedure adopted by the Foundation’s Management Board.
7. The Management Board may appoint proxies to manage a designated area of matters falling within the Foundation’s tasks.
§ 12
1. Voting by the Foundation’s Management Board may take place outside of meetings, using means of electronic communication.
2. All Management Board members must consent, in documentary form, to conducting a vote in this manner, at the latest at the time of casting the vote.
3. Meetings of the Foundation’s Management Board may be held using means of electronic communication.
4. The possibility of participating in a Management Board meeting using means of electronic communication must be indicated in the notice of the meeting, including a precise description of the manner of participation and exercise of voting rights. The notice must also specify whether the meeting is held exclusively in electronic form or in a mixed form, i.e., with the possibility of participation at the Foundation’s registered seat or another location indicated in the notice.
5. The use of means of electronic communication in votes at Management Board meetings shall ensure at least:
a. real-time transmission of the meeting’s proceedings;
b. two-way real-time communication, within which a member of a Foundation body may speak during the proceedings;
c. the exercise of voting rights, in person or by proxy, before or during the meeting.
§ 13
The competences of the Foundation’s Management Board include:
1. Representing the Foundation externally and directing its activities;
2. Developing and adopting annual substantive and financial plans;
3. Preparing and approving reports on the Foundation’s activities and financial statements;
4. Presenting annual reports on the Foundation’s activities to the Minister exercising supervision over the Foundation’s activities;
5. Managing the Foundation’s assets;
6. Determining staffing levels;
7. Making decisions on joining organizations, creating other entities, or merging with other entities;
8. Creating advisory and consultative bodies within the Foundation and determining the rules for their operation;
9. Making decisions in matters not reserved by this Statute to the competence of the Founder.
§ 14
1. The Founder makes amendments to the Foundation’s Statute. Amendments may concern all provisions of the Statute, including the Foundation’s objectives.
2. After the Founder’s death, amendments to the Statute, including changes to the Foundation’s objectives, are made by the Management Board.
Chapter IV
THE FOUNDATION’S ASSETS
(The source document labels this chapter “Chapter V”, apparently repeating a numbering error present in the original Polish text, which also labels the liquidation chapter below as “Chapter V.” The chapters have been numbered sequentially here for clarity.)
§ 15
1. The Foundation’s assets consist of the founding fund in the amount of PLN 2,000 (two thousand złoty and 00/100 grosz), as well as income and other assets acquired by the Foundation in the course of its activities.
2. The Foundation does not accept or make cash payments with a value equal to or exceeding the equivalent of EUR 10,000.00 (ten thousand euro), regardless of whether the payment is carried out as a single transaction or several transactions which appear to be linked.
§ 16
1. The Foundation conducts its financial management in accordance with applicable regulations.
2. The Foundation is liable for its obligations with its entire assets.
3. The Foundation’s financial year is the calendar year.
4. Income earned by the Foundation is allocated in its entirety to the pursuit of its statutory objectives.
§ 17
The Foundation’s assets originate from:
1. Donations, inheritances and bequests;
2. Subsidies, grants and endowments;
3. Public fundraising;
4. Punitive damages (nawiązki) and monetary benefits;
5. Income from immovable and movable property and property rights;
6. Bank interest on capital deposits and securities;
7. Paid public benefit activity;
8. Business activity.
§ 18
Income from grants and donations may be used to pursue all of the Foundation’s statutory objectives, unless the donors have decided otherwise.
§ 19
1. It is prohibited to grant loans or to secure obligations with the Foundation’s assets in relation to members of its bodies or employees, and persons with whom members of its bodies and employees are married, cohabiting, or related by blood or affinity in the direct line, or by blood or affinity in the collateral line up to the second degree, or are connected through adoption, guardianship or curatorship, hereinafter referred to as “related persons.”
2. It is prohibited to transfer the Foundation’s assets to members of its bodies or employees, or their related persons, on terms other than those applicable to third parties, in particular if such transfer is made free of charge or on preferential terms.
3. It is prohibited to use the Foundation’s assets for the benefit of members of its bodies or employees, or their related persons, on terms other than those applicable to third parties, unless such use directly results from the statutory objective of the organization.
4. It is prohibited to purchase goods or services from entities in which members of the Foundation’s bodies or employees, or their related persons, participate, on terms other than those applicable to third parties or at prices higher than market prices.
Chapter V
LIQUIDATION OF THE FOUNDATION
§ 20
1. The Foundation shall be liquidated in the event of exhaustion of its financial resources and assets, as well as in the event of achieving the objective for which the Foundation was established.
2. The decision on liquidation shall be made by the Founder. After the Founder’s death, the decision on the liquidation of the Foundation shall be made by the Management Board.
3. The Management Board shall select 1 (one) to 2 (two) liquidators.
4. The Foundation’s assets remaining after its liquidation shall be allocated to the purposes served by the Foundation. The Management Board shall designate the specific purpose to which the assets will be allocated. Such assets may not constitute individual income of legal entities or natural persons.
5. A Foundation in liquidation may merge with another foundation.
Founder
Dominika Szaciłło
Żyrardów, 30 January 2024