General provisions

§1

1. The foundation "How Aid Foundation", further referred to as Foundation, established by Mr Wojciech Kłodziński, further referred to as the founder, on the ground of Notarial Deed certified by Notary Public Dorota Andrzejewska in Notary Law Office at 6, Księcia Bogusława X, on 21st of April 2016, operates on the grounds of Polish Law regulations and this Charter.

2. Foundation is a non- governmental organisation, leading not-for-profit public interest and operates on the grounds of the act - 6.04.1984 - foundations /Dz.U.2016.40 ze zm./ and the act - 24.06.2003 - public interest and voluntary organisations act /Dz.U.2016.239 ze zm./ and this Charter.

§2

1. The Foundation is a legal person.

2. The Foundation's registered office is in Szczecin, Poland.

3. The Foundation operates on the territory of the Republic of Poland and abroad.

4. The supervision is administered by the Ministry of Foreign Affairs and the President of Szczecin, Poland.

5. The Foundation may establish its organisational units in Poland and abroad.

6. The Foundation may be the member of domestic and international organisations with the same or similar charter aims.

§3

1. The duration of Foundation is unlimited.

§4

1. The Foundation may use the stamp with Foundation identity details and distinctive logos.

§5

1. The Foundation may establish badges, medals of honour and award them with other prizes and awards to individuals and legal entities contributed to the Foundations.

Objectives and principles of Foundation

§6

1. The aims of the Foundation are:
 a) charitable activity,
 b) social support including help for parents and people living in difficult circumstances and ensuring equal opportunities for these families and persons,
 c) activity for people with disabilities,
 d) education,
 e) voluntary work - promotion and organisation,
 f) activity for the development of contacts and cooperation between societies,
 g) activity for NGOs,
 h) activity for professional and social integration of people at risk of social exclusion,
 i) supporting activities of development techniques, inventiveness and innovation as well as the dissemination and implementation of new solutions and  business practice.

2. The Foundation pursues its objectives in particular through:
 a) initiating, organising and promoting projects related to the wider aid to Africa or other areas in need of support,
 b) initiating and managing projects online, including Internet portals in the field of activities of the Foundation,
 c) initiating, collaborating and encouraging cooperation with other NGOs and organisations on wide support for Africa or other areas in need of support,
 d) initiating, coordinating and organising extra-curricular educational and sports activities for children, youth and adults in the country and abroad,
 e) organising social campaigns, activities, performances, events in the statutory scope, including the organisation of scientific and popular conferences,  seminars, exchanges, courses, festivals, workshops, discussions, presentations, exhibitions, meetings and camps,
 f) promotion and dissemination of undertaken statutory activities.

3. The Foundation pursues its goals through paid or unpaid activities of public benefit in terms of:

 3.1 Faid activity:
  a) initiating , organising and promoting projects in the field of broadly understood aid to Africa or other areas in need of support,
  b) initiating and carrying out Internet projects, including web portals of statutory activities,
  c) initiating, collaborating and promoting of cooperation with other NGOs and others on wide support for Africa as well as other areas in need of            support,
  d) initiating, coordinating and organising of extracurricular educational activities and sports for children, youth and adults in the country and abroad,
  e) organising social campaigns, activities, performances, events in the statutory scope, including the organisation of scientific and popular            conferences, seminars, exchanges, courses, festivals, workshops, discussions, presentations, exhibitions, meetings and camps,
  f) promotion, dissemination undertaken statutory activities.

 3.2 Activities free of charge:
  a) initiation, organisation and promotion of projects in the field of broadly understood aid to Africa or other areas in need of support,
  b) initiation and carrying out Internet projects, including web portals on the actions of the Foundation,
  c) initiation, collaboration and promotion of cooperation with other NGOs and others on wide support for Africa or other areas in need of support,
  d) initiation, collaboration and promotion of cooperation with other NGOs and others on wide support for Africa or other areas in need of support,
  e) organisation of social campaigns, activities, events, events in the statutory scope, including the organisation of scientific and popular conferences,   seminars, exchanges, courses, festivals, workshops, discussions, presentations, exhibitions, meetings and camps,
  f) promotion, dissemination undertaken related activities.

4. To achieve its goals, the Foundation may support the activities of other individuals and institutions with similar goals.

5. To achieve its goals, the Foundation may also cooperate with other legal and natural persons, in particular with local government units.

The assets and income of the Foundation

§7

1. The Foundation's assets are the assets specified in the declaration of the establishment of the Foundation and other funds, real estate and movables acquired by the Foundation during its operation.

2. The initial fund of the Foundation covers 1,000.00 (one thousand) in cash brought by the Founder.

§8

1. The Foundation's income may come in particular from:
 a) the initial fund,
 b) donations, legacies,
 c) grants, subsidies and grants,
 d) income from collections and public events,
 e) income from the assets of the Foundation,
 f) income from business activities,
 g) bank interest,
 h) other income.

2. The revenue of the Foundation is allocated to the statutory activities of the Foundation.

§9

1. Income from grants, subsidies, donations, bequests and legacies may be used to achieve the objectives of the Foundation.

2. In matters of donations and inheritance statements required by law are submitted by the Board.

§10

1. It is forbidden to:
 a) granting loans or securing commitments by assets of Foundation in relation to its members, board members or employees of the Foundation and      persons with whom the members of the bodies and employees of the Foundation are married, cohabitant or are in consanguinity or affinity in the       direct line, kinship or affinity in the collateral line to the second degree or are related by adoption or guardianship, hereinafter referred to as      "relatives".
 b) the transfer of the assets of the Foundation for the members of the Board, Foundation employees and their relatives in a manner other than in        relation to third parties, in particular if the transfer is free of charge or on preferential terms,
 c) the use of the Foundation's assets to members of the Board, Foundation employees and their relatives in a manner other than in relation to third       parties, unless such use directly stems from the statutory purpose of the Foundation,
 d) the purchase of goods or services from entities in which members of the Foundation, members of its bodies or employees of the Foundation and      their relatives in a manner other than in relation to third parties or at prices higher than the market.

Economic activity of the Foundation

§11

1. It is forbidden to:
 1.1 The Foundation may conduct business only in sizes to achieve the statutory goals. The entire income will be allocated to the implementation of its      statutory objectives. The Foundation may also participate in commercial companies and other organisational forms engaged in economic activities.
 1.2 The business activities of the Foundation are:
  a) the activities of marketing agencies (PKD 73.11)
  b) retail trade, excluding the trade of motor vehicles (PKD 47).

3. Economic activity is additional to public benefit activities carried out by the Foundation.

4. The beginning of the business is determined by the Board in the form of a resolution adopted by a simple majority in the presence of all members, specifying in the resolution the size and scope of economic activity. Until then, the Foundation is not engaged in economic activity.

Bodies of the Foundation

§12

1. The body of the Foundation is the Board of the Foundation.

Foundation Board

§13

1. The Board of the Foundation consists of not more than three persons appointed by the Founder.

2. The first Board is appointed by the Founder indefinitely. Each new member of the Management Board is appointed by the Founder for a 5-year term.

3. The Board may include the Founder of the power of the Charter, serving as a Chairman of the Board.

4. A member of the Board can serve more than one term.

5. Members of the Board will cease to perform its functions due to:
 a) death,
 b) resignation submitted in writing,
 c) dismissal by the Founder.

6. Members of the Board perform their functions free of charge or for a fee and can remain with the Foundation in the employment relationship.

§14

1. The Management Board directs the activities of the Foundation and represents it outside.

2. The tasks of the Board include in particular:
 a) directing the current activities of the Foundation,
 b) coordinating of actions to implement the statutory goals of the Foundation,
 c) managing the assets of the Foundation,
 d) determining the number of employees and the amount of funds for the salaries,
 e) accepting donations, inheritances and bequests, grants and subsidies,
 f) approval of the financial statements,
 g) preparation and approval of the substantive activities of the Foundation.

3. The Management Board takes decisions at meetings in the form of resolutions - a simple majority of votes of its members present at the meeting.

4. The meeting must be communicated to all members of the Board.

5. The meeting can be held without formal notice, referred to in paragraph. 4, if all members are present at the meeting of the Board of Directors and none of the current members of the Board objected to the holding of the meeting of the Board in this mode.

6. Board meetings may be held using means of distance communication, including the form of a teleconference.

7. The Management Board may appoint proxies to manage specific matters of areas belonging to the tasks of the Foundation.

§15

1. In the event of total incapacitation of a Founder or permanent inability to realise the functions of the Founder, the other members of the Board are entitled to appoint:
 a) Chairman of the Board when the Founder also serves as Chairman of the Board.
 b) An authorized representative of the Foundation with the powers of the Founder stated in this Foundation Charter.
As a proxy of the Foundation referred to in the previous sentence can be combined with the mandate and function of the Chairman of the Board.

2. In case of death of the Founder the appropriate procedure described in paragraph 1 is applied.

3. In the case of the events described in paragraph 1 or 2 when management was single, Chairman of the Board or a representative of the Foundation will be appointed by a person or persons designated by the Founder. In the event of circumstances described in the preceding sentence, a Founder is committed to the Foundation to indicate, in writing, the entity or entities authorised by the Founder to take the decisions referred to in the previous sentence.

4. The sponsor may submit a written resignation to the exercise of the powers of the Founder provided for in this Charter. In the situation described in the first sentence , the appropriate procedure described in paragraph 1 is applied, concerning the choice of a representative of the Foundation. In a situation where management was single, a representative of the Foundation should be indicated by the outgoing Founder. As a proxy of the Foundation referred to in the previous sentence can be combined with the mandate and function of the Chairman of the Board.

The way of representation

§16

1. Declarations of will on behalf of the Foundation if the Management Board consists of a few members are declared by the Chairman of the Board individually or the Vice President with the member of the Board together. In the case of the one-man Board statements of will are stated by the Chairman only.

2. In the legal transactions between the Foundation and Chairman of the Board and in disputes the Foundation is represented by the Founder. If the Founder is also the Chairman of the Board, in legal transactions between the Foundation and Founder, the Foundation is represented by an attorney appointed by resolution of the Board.

The change of the Charter

§17

1. Amendments to the articles of Charter are made by the Board of the Foundation for the prior written consent of the Founder.

2. Change of the articles of the Charter may refer to all the statements of the Charter, including the appointment of additional bodies of the Foundation and the changes in the objectives of the Foundation.

The merger with another foundation

§18

1. The Foundation may merge with another foundation for the effective fulfilment of its purposes.

§19

1. In matters of merger with another Foundation the Board is competent; its decisions are taken by unanimous resolution and for its effectiveness must be approved by the Founder.

Liquidation of the Foundation

§20

1. The Foundation will be liquidated in the event of achieving the objectives for which it was established or the completion of its financial resources and assets.

2. The liquidators of the Foundation are appointed and dismissed by the Board.

§21

1. The decision to liquidate is made by the Board by unanimous resolution . In order to produce legal effects it must be approved by the Founder.

§22

1. Funds and assets remaining after the liquidation of the Foundation may be used by the Board to operate in Poland by the foundations for similar purposes.

§23

1. The Foundation Charter enters into force on the date of registration of the Foundation in the register of associations, other social and professional organisations, foundations and independent public health care institutions by the District Count Szczecin-Centrum in Szczecin, XIIIth Commercial Division of the National Court Register.

Szczecin, 21st of April 2016.
Wojciech Kłodziński - Founder