Foundation Statute

"Ostatnia Warta"

STATUTE OF THE "OSTATNIA WARTA" FOUNDATION

Chapter 1. General Provisions

§ 1

The Foundation named "Ostatnia Warta" Foundation, hereinafter referred to as the Foundation, established by Przemysław Belchnerowski, hereinafter referred to as the Founder, by a notarial deed drawn up on February 11, 2026, before notary Karol Aleksandrowicz, Repertory A No. 926/2026, operates pursuant to the provisions of Polish law and this Statute.

§ 2

In its activities, the Foundation is guided by respect for the inherent and inalienable dignity of the human being, solidarity, and universal humanistic values, and for believers, also values stemming from the Christian ethos of mercy, providing help to every person regardless of their religion or worldview.

§ 3

The Foundation's motto is the words: "Stay here and keep watch with me!" (Gospel according to St. Matthew 26:38).

§ 4

  1. The seat of the Foundation is the city of Gdańsk.
  2. The Foundation operates within the territory of the Republic of Poland. To properly achieve its goals, the Foundation may also operate outside the Republic of Poland.
  3. The duration of the Foundation is indefinite.
  4. The Foundation may use a distinguishing graphic symbol and equivalents of its name in foreign languages.
  5. The State Treasury, local government units, and state or local government legal entities do not have control over the Foundation within the meaning of Article 4 point 4 of the Act of February 16, 2007, on competition and consumer protection.

§ 5

Supervision over the Foundation is exercised by the Minister competent for Health.

Chapter II. Goals and Operating Principles of the Foundation

§ 6

The goal of the Foundation is comprehensive health protection and social assistance, in particular:

  1. Providing comprehensive assistance to chronically ill, terminal, and dying individuals, in particular by ensuring accompaniment and presence in their final moments of life.
  2. Actions to improve the quality of life, mental well-being, and respect for the dignity of terminally ill individuals.
  3. Counteracting the loneliness of dying individuals in medical and care facilities, as well as in private homes.
  4. Supporting families and caregivers of terminally ill individuals in the caregiving process and during bereavement.
  5. Promoting the idea of accompanying the dying ("sitting service") and familiarizing society with the topic of death.
  6. Social education in the field of palliative care and thanatology.
  7. Uniting people of good will ready to help those in need.
  8. Activities for people with disabilities and severely and chronically ill individuals (including oncology patients), encompassing support in social rehabilitation and the organization of therapeutic, workshop, and activating activities.
  9. Supporting the activity, independence, and social integration of the elderly, including those struggling with age-related conditions and dementia.
  10. Conducting educational and preventive activities in public health, including the prevention of addictions, infectious diseases (e.g., HIV/AIDS), and incurable diseases.
  11. Financial and material support for individuals in particularly difficult life, health, or financial situations.
  12. Activities for the social and professional reintegration of people at risk of social exclusion, particularly by creating workplaces within a Social Enterprise.

§ 7

  1. The Foundation achieves its statutory goals by conducting unpaid public benefit activities and paid public benefit activities.
  2. Revenues from paid public benefit activities serve exclusively to achieve statutory goals.
  3. The Foundation's activities are strictly of a supporting, social, and educational nature. The Foundation is not a medical entity within the meaning of the regulations on medical activities, does not provide health services, does not make medical diagnoses, and does not make therapeutic decisions.
  4. The Foundation's activities complement, and do not replace, professional medical care.

§ 7a

The subject of unpaid public benefit activities is:

  1. Organizing and coordinating free care volunteering in hospitals, hospices, nursing homes, and private homes.
  2. Providing material and financial assistance to beneficiaries, including in particular financing or co-financing the costs of treatment (including foreign treatment), medical procedures, rehabilitation, purchase of medicines, hygiene products, medical equipment, and specialized transport, as well as financial support in meeting the basic living needs of beneficiaries.
  3. Organizing and financing the travel and commuting costs of volunteers and staff to the locations of beneficiaries, including in the form of reimbursement for the use of private vehicles (mileage allowance).
  4. Organizing free social campaigns, information campaigns, public fundraisers, and charity events.
  5. Cooperating with public administration bodies and other entities by implementing social projects and participating in open tender competitions for the implementation of public tasks (grants).
  6. Organizing places for performing socially useful work for people referred by the justice system as part of their social reintegration process.
  7. Supporting the activities of other individuals and institutions with convergent goals.

§ 7b

The subject of paid public benefit activities is:

  1. Organizing and coordinating care volunteering and respite care in the form of accompaniment (Sitting Service) and care by individuals accompanying the dying process (End-of-Life Doula).
  2. Conducting specialized training and workshops, including in particular training for End-of-Life Doulas and in the field of palliative care and thanatology.
  3. Running a rental service for medical and rehabilitation equipment, as well as devices facilitating patient care.
  4. Implementing paid public tasks commissioned by state and local government administration bodies and cooperating with medical and economic entities in the scope of the Foundation's goals.
  5. Organizing and conducting specialized training and preventive-educational programs, including in the field of addiction prevention and safety.

Chapter III. Assets and Income of the Foundation

§ 8

The Foundation's assets consist of the founding fund in the amount of PLN 1000 (in words: one thousand zlotys) and other property acquired by the Foundation in the course of its operations.

§ 9

  1. The Foundation's income may come from:
    • donations, inheritances, bequests,
    • subsidies, subventions, and grants (domestic and foreign),
    • public fundraisers and charity events,
    • movable and immovable property of the Foundation,
    • bank interest and deposits,
    • paid public benefit activities,
    • dividends and profits from shares in commercial law companies.
  2. To multiply its assets, the Foundation may establish commercial law companies, join them, and acquire shares or stocks in them.
  3. The Foundation does not conduct business activities.
  4. The entire income of the Foundation is allocated to statutory activities.
  5. The surplus of revenues over costs (profit/balance surplus) obtained from the conducted activities may not be distributed among the Founder, members of the authorities, and persons employed by the Foundation, but must be allocated entirely to the implementation of statutory goals (public benefit activities).
  6. If the Foundation is granted the status of a Social Enterprise, at least 30% of the surplus of revenues over costs is allocated to the fund for the social and professional reintegration of employees.

§ 10

The Foundation covers all costs necessary to achieve its statutory goals and the ongoing organizational and administrative functioning of the Foundation.

§ 11

It is forbidden to:

  1. Grant loans or secure obligations with the Foundation's assets to the Founder, foundation authorities, or employees, and their relatives.
  2. Transfer the Foundation's assets to the Founder, foundation authorities, or employees, and their relatives, on terms other than those applicable to third parties.
  3. Use assets for the benefit of the Founder, foundation authorities, or employees, and their relatives, on terms other than those applicable to third parties, unless this use directly results from the statutory goal.
  4. Purchase goods or services from legal entities organizationally affiliated with the Foundation or entities in which the persons mentioned in § 12 of this statute participate, on terms other than those applicable to third parties or at higher than market prices.

Chapter IV. Authorities of the Foundation

§ 12

The authorities of the Foundation are:

  • The Foundation Council.
  • The Management Board of the Foundation.
  • The Honorary Council (as an advisory body).
  • The Assembly of Employees.

A. THE FOUNDATION COUNCIL

§ 13

  1. The Foundation Council is the constitutive, controlling, and opinion-forming body of the Foundation.
  2. The Foundation Council consists of 2 to 7 members.
  3. The members of the first and subsequent compositions of the Council are appointed and dismissed by the Founder. In the event of the Founder's death, subsequent members of the Council are appointed by a decision of the Foundation Council.
  4. The term of office of the Foundation Council lasts 5 years.
  5. Membership in the Council ceases upon death, written resignation, or dismissal by the authorized body.
  6. Each member of the Foundation Council may be re-elected to the Foundation Council, unless this would violate applicable legal provisions.

§ 14

The competences of the Foundation Council include:

  1. Setting the main directions of the Foundation's activities.
  2. Supervising the activities of the Management Board.
  3. Reviewing and approving the annual reports of the Management Board (financial and substantive) and granting discharge to the Management Board.
  4. Appointing and dismissing members of the Management Board (subject to § 16 sec. 3).
  5. Appointing by resolution an external Proxy of the Supervisory Body for Employee Affairs, authorized to independently represent the Foundation in employment contracts and civil law contracts with members of the Management Board and the Foundation Council.

§ 15

  1. The Foundation Council elects a Chairman of the Council from among its members.
  2. The Foundation Council meets at least once a year.
  3. Resolutions of the Council are adopted by a simple majority of votes. In the event of an equal number of votes, the Chairman's vote is decisive.
  4. Council meetings and voting may take place using means of electronic distance communication.
  5. Members of the Foundation Council may perform their functions socially or for remuneration set by the Founder based on civil law contracts or employment contracts.

B. THE MANAGEMENT BOARD

§ 16

  1. The Management Board directs the Foundation's activities and represents it externally.
  2. The Management Board consists of 1 to 3 persons, including the President.
  3. The first composition of the Management Board (including the President) is appointed by the Founder. Subsequent compositions of the Management Board are appointed by the Foundation Council.
  4. The term of office of the Management Board lasts 5 years. Members of the Management Board may be appointed for subsequent terms multiple times.
  5. Members of the Management Board may perform their functions socially or for remuneration.
  6. The President of the Management Board is the head of the Workplace for the Foundation's employees within the meaning of labor law provisions.

§ 17

The competences of the Management Board include making decisions on all matters not reserved for the competences of other bodies, in particular:

  1. Directing the ongoing activities of the Foundation and representing it externally.
  2. Managing the Foundation's assets and directing its financial management.
  3. Deciding on the acquisition, disposal, and encumbrance of real estate and other fixed assets.
  4. Incurring financial liabilities, including credits, loans, and leases.
  5. Accepting donations, inheritances, and bequests.
  6. Hiring employees and determining their remuneration.
  7. Administrative and technical support for the Foundation Council.

§ 18

Each member of the Management Board is authorized to make declarations of will on behalf of the Foundation, including in financial matters, independently.

C. THE HONORARY COUNCIL

§ 19

  1. The Management Board may appoint to the Honorary Council natural and legal persons particularly meritorious for the goals of the Foundation or social life.
  2. The Honorary Council is an advisory body. Membership in it is an honorary function.

D. THE ASSEMBLY OF EMPLOYEES

§ 19a

  1. The Assembly of Employees is an advisory and consultative body of the Foundation, consisting of all its employees.
  2. The competences of the Assembly of Employees include in particular:
    • reviewing at least once a year the results of the Foundation's activities and expressing opinions in this regard;
    • opining on the work regulations or rules for organizing work and remuneration set by the Foundation and proposed changes in this regard;
    • opining on the Foundation's planned activities for the social and professional reintegration of employees.

Chapter V. Amendment to the Statute and Liquidation

§ 20

  1. Amendments to the Statute, including changes or expansions of the Foundation's goals, are made by the Founder through a declaration of will in the form of a resolution.
  2. After the Founder's death, this right passes to the Foundation Council, which adopts a resolution by a 2/3 majority vote, unless the Founder indicated by resolution another natural person as their successor—in such a case, all the Founder's rights pass to the indicated person.

§ 21

  1. The Foundation is liquidated upon achieving the goals for which it was established, or in the event of the depletion of its financial resources and assets.
  2. The decision to liquidate the Foundation is made by the Founder.
  3. The liquidator is appointed by the Founder (or the Management Board, if the Founder so decides).
  4. The Foundation's assets remaining after the liquidation of the Social Enterprise must be transferred to another Social Enterprise operating in the region or to the Labor Fund.

§ 22

Succession of the Founder's rights:

  1. The Founder's status as the historical creator of the Foundation is an unchangeable, personal, and inalienable state.
  2. The Founder may, by resolution, indicate a natural person who will assume all of their rights and obligations provided for in this Statute in the event of their death, permanent loss of legal capacity, or other permanent inability to exercise these rights.
  3. A permanent inability to exercise the rights referred to in sec. 2 is considered, in particular, the submission by the Founder to the Management Board of a written declaration of permanent and final abstention from exercising any statutory rights. The submission of such a declaration constitutes solely a resignation from authoritative competences and in no way nullifies the historical status of the Founder referred to in sec. 1.
  4. In the absence of an indication of the person referred to in sec. 2, after the Founder's death, all of their rights and obligations pass to their statutory heirs. If there are several of them, they exercise the Founder's rights jointly, through a proxy appointed from among them.

Chapter VI. Final Provisions

§ 23

  1. The Foundation uses a letterhead seal, including a round seal in red, containing the coat of arms, name, and seat of the Foundation, and may also use a distinguishing graphic symbol (logo).
  2. The Foundation may establish badges, honorary medals, and award them along with other prizes and distinctions to natural and legal persons meritorious to the Foundation.
  3. In matters not regulated by this Statute, the provisions of the Civil Code, the Act on Foundations, the Act on Social Economy, and the Act on Public Benefit Activity and Volunteerism shall apply.
  4. The Statute in the wording given by this consolidated text enters into force on the date of entry of the changes into the National Court Register.

Document signed electronically with a trusted profile
PRZEMYSŁAW BELCHNEROWSKI
05.05.2026 13:13:14 GMT+0200

← Back to Homepage