STATUTE

Mindset Institute Foundation for emotional education and mental health promotion

CHAPTER I

General provisions

• 1.

The Mindset Institute Foundation for emotional education and mental health promotion (hereinafter referred to as the “Foundation”) was established by Magdalena Kowalska (hereinafter referred to as the “Founder”) on 13 April 2023 by a notarial deed drawn up before notary Robert Kuskowski, repertory A no. 3133/2023.

The Foundation operates in accordance with the provisions of the Act of 6 April 1984 on Foundations (hereinafter referred to as the “Act on Foundations”) and the provisions of the Statute.

• 2.

The Foundation may use a distinctive graphic mark (logo or trademark).

The Foundation is apolitical and is not affiliated to any faith/religion.

• 3.

The Foundation has legal personality.

The duration of the Foundation is indefinite.

• 4.

The seat of the Foundation is Lesznowola in the Mazowieckie Voivodeship, in the Piaseczyński poviat , Lesznowola municipality.

• 5.

The Foundation operates on the territory of the Republic of Poland. In order to properly fulfil the objectives of the Foundation, the Foundation may conduct its activities outside the Republic of Poland and cooperate with foreign institutions.

CHAPTER II

Objectives and principles of the Foundation

 

• 6.

The Foundation is a not-for-profit public benefit institution.

• 7.

The purpose of the Foundation is to work for the public good in the field of:

Actions to improve the quality of life, treatment and rehabilitation of people affected by a mental health crisis.

Educational activities on building emotional and social competences and raising awareness on mental health.

Dissemination of knowledge and education on mental health, promoting responsibility in this area among parents, carers and education-related institutions.

Tackling discrimination, stigma and exclusion of people experiencing mental illness.

Carrying out activities to level the playing field in accessing therapeutic and psychological support among vulnerable groups and those at risk of social exclusion.

Supporting the development of social and emotional competences in parents, school children and adolescents, elderly people.

Psychological support for refugees from regions of war and armed conflict who have settled permanently in Poland.

Research and development in the field of psychology, including psychotherapy.

• 8.

The Foundation pursues its objectives in particular through:

Running a publishing business.

Organising workshops, conferences, meetings, debates and seminars in the field of psychoeducation.

Conducting research programmes, producing reports and analyses.

Conducting information programmes, public campaigns and projects to disseminate knowledge on mental health.

Cooperation and collaboration with other institutions, organisations and associations in Poland and abroad.

Carrying out fundraising activities to raise the necessary funds to achieve the statutory objectives.

Collaboration with the business community on original psychoeducation projects.

The means of achieving the objectives of the Foundation set out in paragraph 1 shall constitute public benefit activities.

• 9.

The following activities are not permitted at the Foundation:

The granting of loans or the securing of liabilities by the assets of the Foundation in relation to the members of the Foundation’s bodies or to the Foundation’s employees, as well as to persons with whom the employees are married or in a relationship of kinship or affinity in a direct line, kinship or affinity in a collateral line to the second degree, or are related by adoption, custody or guardianship, hereinafter referred to as “related persons”.

To transfer the assets of the Foundation for the benefit of the members of the organs or employees of the Foundation 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 conditions.

The use of the assets of the Foundation for the benefit of the members of the organs or employees and their relatives on principles other than in relation to third parties, unless this use directly results from the statutory purpose of the organisation or the entity referred to in Article 3, section 3 of the Act of 24 April 2003 On The Activities Of Public Benefit And About Volunteering.

Purchase of goods or services on a special basis from entities in which members of the Foundation’s bodies or employees and their relatives participate.

 

CHAPTER III

Assets and income of the Foundation

• 10.

The assets of the Foundation consist of the initial capital contributed by the Founder in the amount of PLN 10,000 as well as funds, real estate, movable property and other assets acquired by the Foundation in the course of its operation.

• 11.

The Foundation’s income may come in particular from:

1. Founder’s benefits.
2. Donations, inheritances and bequests.
3. Subsidies, grants from legal persons, natural persons and unincorporated entities from the country and abroad.
4. Income from interests on capital sums, income from other movable, immovable property and property rights of the Foundation.
5. Income from collections and public events.
6. Income from business activities conducted by the Foundation at home and abroad, in accordance with relevant provisions, the object of which is:

58. Publishing of books and periodicals and other publishing activities, except for software (PKD – Polish Classification of Activities – 58.1.Z), including: publishing of books (PKD 58.11.Z), publishing of newspapers (PKD 58.13.Z), publishing of magazines and other periodicals (PKD 58.14.Z), other publishing activities (PKD 58.19.Z).
59. Other extracurricular forms of education not elsewhere classified (PKD 85.59.B).

iii. Activities supporting education (PKD 85.60.Z).

86. Other healthcare activities not elsewhere classified (PKD 86.90.E).
87. Other social assistance without accommodation, not elsewhere classified (PKD 88.99.Z).
88. Retail sales via mail order houses or the Internet (PKD 47.91.Z).

vii. Other retail sales conducted outside of chain shops, stalls and markets (PKD 47.99.Z).

viii. Activities of other membership organisations not elsewhere classified (PKD 94.99.Z).

72. Research and development work in the field of social sciences and humanities (PKD 72.20.Z).
73. Retail sale via mail order houses or the Internet (47.91.Z).

The Foundation allocates the sum of PLN 1,000 (one thousand zlotys) from the Foundation’s founding capital for the commencement of possible business activities.

The Foundation may carry out business activities only to the extent and in accordance with the rules set out in the Statute (art. 5, sec. 1 and art. 11, sec. 1 of the Act on Foundations) and to the extent that they serve its purposes (art. 5, sec. 5 of the Act on Foundations).

Income derived from subsidies, donations, bequests and inheritances may be used for all the purposes of the Foundation, unless the donors have agreed otherwise.

In the event that the Foundation is appointed to inherit, the Board of the Foundation makes a declaration of acceptance of the inheritance under the benefit of inventory.

The Foundation’s income increases the Foundation’s assets and may be used for all statutory purposes and for the remuneration of the members and employees of the Board of the Foundation.

• 12.

The Foundation maintains its financial management and accounting records in accordance with the regulations applicable to legal entities.

The decision about possible business activity and the rules for that business shall be taken by the Board, which shall be responsible for that business.

CHAPTER IV

Bodies of the Foundation

• 13.

The bodies of the Foundation are:

1. Council of the Foundation.
2. Board of the Foundation.

The first composition of the Council of the Foundation and the Board of the Foundation is appointed by the Founder.

• 14.

The Council of the Foundation consists of two or more persons. The members of the first composition of the Council are appointed by the Founder.

Membership of the Council of the Foundation is for a term of office. The term of office of each member of the Council of the Foundation shall be three years, which may be renewed.

Membership of the Council of the Foundation expires as a result of the end of the term of office, death or submission of resignation in writing to the President of the Council of the Foundation.

Council members to replace persons whose membership has expired before the end of their term of office are appointed unanimously by the remaining members of the Council of the Foundation. In the event that the term of office of all members of the Council of the Foundation expires at the same time, the next members of the Council of the Foundation are appointed by the Founder.

In particularly justified cases, a Council member may be dismissed by a secret ballot of the remaining Council members or by the Founder.

The Council elects the President of the Council from among its members. The President of the Council directs the work of the Council, represents it externally and convenes and chairs Council meetings.

The Founder may become a member of the Council of the Foundation.

The Council’s remit is to:

1. Set the general directions of the Foundation.
2. Supervise the activities of the Board of the Foundation.
3. Consider the reports on the activities of the Board and to discharge its members.
4. Decide on matters of division, merger or liquidation of the Foundation.
5. Evaluate the work of the Board, adopt the annual report or balance sheet and discharge the Board members.

The Council meets once a year.

The Council may also be convened at the request of any of its members or the Board of the Foundation.

Members of the Council of the Foundation:

1. They shall not be members of the Board.
2. They shall not be a person convicted by a valid judgment for an intentional crime;
3. May receive reimbursement of reasonable expenses or remuneration for serving on the Council in an amount not exceeding that allowed under the provisions of the Act of 24 April 2003 On The Activities Of Public Benefit And About Volunteering.

• 15.

The Board of the Foundation consists of one to five persons, including the President of the Board. The first composition of the Board is appointed by the Founder through his/her written declaration. Each subsequent composition of the Board is appointed by the Council of the Foundation.

The Founder may become a member of the Board or the Council of the Foundation.

The Board of the Foundation is the executive body that manages the Foundation’s activities, and its main responsibilities include:

1. Organising and carrying out the activities of the Foundation in accordance with its Statute and applicable regulations.
2. Representing the Foundation externally.
3. Establishing periodic and thematic programmes of activities of the Foundation.
4. Deciding on the Foundation’s property matters.
5. Establishing proxies for the Foundation.
6. Deciding on the creation and liquidation of teams operating within the Foundation and supervising their activities.
7. Accepting and dismissing employees employed by the Foundation and deciding on other personnel matters of such employees as required by law.

The function of a Board Member shall not be combined with that of a member of the Council of the Foundation.

Membership of the Board shall cease upon dismissal or: resignation or death of a Board member or submission of resignation in writing to the Council of the Foundation.

A member of the Board may be dismissed by the Council of the Foundation in the event of:

1. failure to fulfil the function of a member of the Board.
2. a material breach of the Statute.

Members of the Board to replace the persons whose membership has ceased shall be appointed by the Council of the Foundation by means of a resolution.

Members of the Board may receive reimbursement of reasonable expenses and remuneration for serving on the Board.

Declarations of intent on behalf of the Foundation shall be made by each member of the Board, including the President of the Board, independently.

The Board adopts resolutions with a simple majority of votes. In the event of a tie, the President of the Board shall have the casting vote.

Resolutions of the Board may be adopted at its meetings. With the consent of all members of the Board, resolutions may also be adopted by written ballot or by means of direct remote communication.

Meetings of the Board shall be convened by the President of the Board.

The forms of activity of the Board and the division of activities between its members are defined in the Rules of Procedure adopted by the Board.

• 16.

The Board may appoint, as its advisory body, a Programme Council, composed of persons focused on the ideas of the Foundation.

CHAPTER V

Change of purpose, Statute, reporting, other

• 17.

The Council of the Foundation is authorised to amend the Statute as well as the purpose for which the Foundation has been established.

The purpose of the Foundation is changed by amending the provisions of the Statute.

An amendment to the Statute must be registered by the competent court in order to be effective.

• 18.

The financial year is the calendar year. The Foundation’s first financial year ends on 31 December 2023.

The annual report on the Foundation’s activities shall be submitted by the Board to the Council of the Foundation for approval within 3 months of the end of the financial year.

The Council of the Foundation approves the Foundation’s activity report and decides on the allocation of profit or coverage of loss – within 6 months of the end of the financial year.

The Foundation shall report annually to the relevant Minister on its activities.

The report should be made available to the public by the Foundation, including possibly being published on the Foundation’s website.

• 19.

The Foundation may merge with another foundation where this can ensure the proper fulfilment of its purpose.

Decisions on merging with another foundation shall be taken by the Council of the Foundation or, with its consent, by the Board of the Foundation in a unanimous resolution.

The Board’s decision must be approved by the Council of the Foundation.

A merger can follow both a merger and an incorporation.

The Foundation has the right to establish field branches or representative offices and to become a member of associations and other institutions or organisations.

• 20.

The liquidation shall be decided by the Council of the Foundation or, with its consent, by unanimous resolution of the Board of the Foundation.

The Board’s decision must be approved by the Council of the Foundation.

The decision on the liquidation of the Foundation should also specify the destination of the assets of the Foundation after its liquidation, with the reservation that these assets may only be used for non-profit purposes.

Liquidation shall be carried out by the Board of the Foundation, the members of which shall become Liquidators. With the approval of the Council of the Foundation, the Board may appoint Liquidators from outside its membership.

Unless the provisions of this Statute indicate otherwise, the provisions of the Statute relating to the Board shall apply accordingly to the Liquidators.

The tasks of the Liquidators include, in particular:

1. Filing of a petition to open a liquidation.
2. Preparation of the opening balance sheet of the liquidation.
3. Collection of the Foundation’s claims and satisfaction of its creditors.
4. Disposition of the remaining assets of the Foundation.
5. Submission of an application for the deletion of the Foundation from the National Court Register.

During the liquidation, the Foundation will operate under the name “in liquidation”.

The assets of the Foundation after its liquidation will be used to achieve the objectives of the Foundation, including possible allocation to another foundation, association, public benefit organisation pursuing objectives convergent with those of the Foundation.

• 21.

In the event of the death or the occurrence of other circumstances permanently preventing the Founder from exercising his/her powers under the Statute, these powers will be exercised by the Council of the Foundation.

• 22.

The Statute of the Foundation in the present wording shall enter into force on the date of their registration by the competent Court.