The Statute of Medical Tourism Foundation

Chapter I

GENERAL PROVISIONS

Article 1

1.  The Foundation operates on the basis of the provisions of the Act of April 6, 1984 on foundations (Journal of Laws of 1991 No. 46, item 2003) and these Statutes.
2. The Foundation under the name “Medical Tourism Foundation”, hereinafter referred to as the “Foundation”, was established by: Bartosz Prokopowicz and Marek Hołówko, hereinafter referred to as the “Founders”, a notarial deed prepared by the notary’s office of Żywia Lipińska in Warsaw on 08/09/2017, repertory 8614 / 2017.

Article 2

The Foundation has legal personality.

Article 3

The duration of the Foundation is unlimited.

Article 4

1. The Foundation operates on the territory of the Republic of Poland and abroad.
2. The Foundation’s seat is the city of Warsaw.
3. For the performance of its statutory tasks, the Foundation may establish permanent and temporary local branches. The Foundation has the right to appoint subordinate units
   at home and abroad, in particular branches, institutions and branches abroad.
4.  The units listed in point 3 are entitled to regulate their own internal structure by means of appropriate legal acts within the limits set out in the resolution of the Management Board.
5. The Foundation may be part of other foundations, companies or associations.
6. In connection with the activities carried out, the Foundation may cooperate, establish international contacts and be a member of foreign and international organizations, with respect to these Statutes, international law norms, laws in force in the Republic of Poland and the foreign law of foreign contractors.

Article 5

Due to the objectives of the Foundation, the Minister of Health is competent.

Article 6

1. The Foundation may use a graphic sign as well as a logo with an inscription indicating its name and stamps.
2. The Foundation may also have other forms of visual identification.

Chapter II

FOUNDATION’S OBJECTIVES AND RULES OF ACTION

Article 7

The Foundation is appointed to protect and support health promotion and health-related initiatives by raising awareness of access to the global medical market, treatment options abroad and raising awareness of medical procedures, and supporting patient mobility, increasing patients and society knowledge
about the medical offer available on the world market, with particular emphasis on the European market.

Article 8

The statutory activity of the Foundation will be financed by the Foundation. The Foundation realizes its goals through:

1.  contacting patients with clinics outside their own countries,
2. assistance in organizing and financing operations and procedures carried out outside the country of patients;
3. supporting patient mobility;
4. cooperation and exchange of experience with clinics, hospitals and doctors as well as institutions in Poland and abroad;
5. conducting educational campaigns promoting health centers, hospitals, clinics and private offices;
6. conducting education about the economic situation and problems of the modern world
7. organizing and participating in conventions, symposia, courses, consultations, scientific and training meetings in the country and abroad;
8. publishing activities in the scope of implementation of statutory objectives;
9. supporting the conscious participation of European society in the public life of the European Union;
10. conducting research and analysis in order to evaluate the health care system;
11. conducting multicultural education;
12. running projects, trainings, workshops and competitions aimed at supporting medical tourism;
13. enabling and facilitating foreign patients to obtain appropriate treatment in the Republic of Poland;
14. conducting individual consultations in the field of consulting medical travel organizations;
15. cooperation with educational institutions, companies and non-governmental organizations from around the world, aimed at supporting patient mobility;
16. conducting activities to disseminate the European medical offer.

Article 9

1. The Foundation may run a business in accordance with applicable laws.
2.  Economic activity may only be carried out in a size serving the Foundation’s statutory goals.
3.  It organizes economic activities conducted directly by the Foundation
   and manages the Foundation’s Board.
4. The Foundation’s business activities may include manufacturing and service activities in the field of:

1.  Printing of newspapers (PKD 18.11.Z)
2. Other printing (PKD 18.12.Z)
3. Land, city and suburban land transport (PKD 49.10.Z)
4.  Land passenger, city and suburban transport (PKD 49.31.Z)
5.  Activities of other member organizations, not classified elsewhere (PKD 94.99.Z)
6. Activities related to the organization of fairs, exhibitions and congresses (PKD 82.30.Z)
7. Publishing books and periodicals and other publishing activities, excluding software (PKD 58.1)
8. Activities related to films, video recordings and television programs (PKD 59.11.Z)
9. Activities in the field of sound and music recordings (PKD 59.20.Z)
10. Data processing; website management (hosting) and similar activities (PKD 63.11.Z)
11.  Internet portals (PKD 63.12.Z)
12. Information agencies (PKD 63.91.Z)
13. Other service activities in the field of information, not classified elsewhere (PKD 63.99.Z)
14. Buying and selling of own real estate (PKD 68.10.Z)
15. Hire and management of own or leased real estate (PKD 68.20.Z)
16. Accounting and bookkeeping activities; tax consultancy (PKD 69.20.Z)
17. Activities of head offices and holdings with the exception of financial holdings (PKD 70.10.Z)
18. Retail sales of newspapers and stationery are carried out
    in specialized stores (PKD 47.62.Z)
19. Retail sales of other new products are conducted
    in specialized stores (PKD 47.78.Z)
20. Retail sales conducted by mail order houses or the Internet (PKD 47.91.Z)
21. People-to-people relations (public relations) and communication (PKD 70.21.Z)
22.  Scientific research and development work in the field of other natural and technical sciences (PKD 72.19.Z)
23. Scientific research and development work in the field of social sciences and humanities (PKD 72.20.Z)
24. Activities of advertising agencies (PKD 73.11.Z)
25.  Market and public opinion research (PKD 73.20.Z)
26. Activities related to translations (PKD 74.30.Z)
27.  Other professional, scientific and technical activities not classified elsewhere (PKD 74.90.Z)
28.  Lease of intellectual property and similar products excluding protected labor
29.  Activity of tourism organizers (PKD 79.12.Z)
30. Activities in the field of tourist information (PKD 79.90.B)
31. Other reservation service activities, not classified elsewhere (PKD 79.90.C)
32. Other business support activities, not classified elsewhere (PKD 82.99.Z)
33.  Activities related to administrative office support, including support activities (PKD 82.1)
34.  Mediation in the sale of space for advertising purposes in electronic media (Internet) (PKD 73.12.C)
35.  Other professional, scientific and technical activities not classified elsewhere (PKD 74.90.Z)

Chapter III

THE ASSETS AND REVENUES OF THE FOUNDATION

Article 10

1. The Foundation’s assets constitute the founding fund in the amount of PLN 2,000 (in words: two thousand zlotys), mentioned in the notarial deed of its establishment for statutory activity.
2. The Foundation’s assets are also financial, real estate and movables acquired in the course of its activity.
3. The Foundation is responsible for its obligations with all its assets.

Article 11

The Foundation’s income may come from:

1.  Donations, inheritances, subscriptions.
2.  Subsidies and subsidies of legal entities.
3. Income from collections and public events.
4. Bank interest.
5. Income from the Foundation’s assets.
6. Income from business activity.
7. Income from shares held in business entities.
8.  Income from the movable and immovable property.
9. References and cash benefits awarded by the Court to the Foundation.
10. Payment of 1% tax on taxpayers.
11. References granted by the competent authority.

Article 12

The way to dispose of the Foundation’s assets

1.  The Foundation’s assets are deposited in bank accounts and in the form of long-term deposits and securities.
2.  Income derived from the Foundation’s assets is intended solely for the implementation of statutory objectives and to cover the necessary costs of the Foundation’s activities.

Article 13

1.  The Foundation conducts financial management and accounting books under the rules specified in separate regulations.
2.  In the Foundation’s accounting books, economic activity is separated from its statutory activity.

Chapter IV

FOUNDATION AUTHORITIES

The Foundation’s bodies are:

1.  Foundation Council,
2. Foundation’s Management Board,
3. Funders.

A. Foundation Council

Article 14

1. The Foundation’s Council consists of one to four members.
2.  Members of the Foundation’s Council may receive for reimbursement of justified costs or remuneration.
3. Members of the Council are appointed and dismissed by the Founders.
4. The Founders may designate themselves to the Foundation Council.
5. The members of the Council are appointed for an indefinite period.
6. The Foundation’s Council meets if necessary, at least once a year.
7.  The Foundation’s Council at its first meeting elects the Chairman of the Council from among its members, who directs its work, represents the Council outside, and convenes and chairs the Council meetings.
8. The Foundation’s Council makes decisions in the form of resolutions – by a simple majority of votes.
   In case of an equal number of votes, the vote of the Chairman decides.
9. The meeting of the Council is convened by the chairman or a member of the Council appointed by him, on his own initiative or at the request of the Foundation’s Management Board.
10. The form of convening a meeting is arbitrary. However, an invitation to a meeting should reach each member of the Foundation’s Council.
11.  The presence of at least two members of the Council of the Foundation is obligatory to validate the resolutions.
12.  To the Foundation’s Council power belongs:
    1. supervising and controlling at least once a year the entirety of the Foundation’s activities,
    2. applying with applications regarding the Foundation’s activities,
    3. adopting resolutions regarding the Foundation’s action programs,
    4. adopting resolutions regarding the motions and issues submitted by the Management Board,
    5.  consideration and approval of annual reports of the Management Board,
    6.  supervision over the Foundation’s activities,
    7. providing opinions on the Foundation’s annual and long-term programs of activities,
    8. expressing opinions on matters submitted to it by the Foundation’s Management Board,
    9. considering and approving reports on the activities of the Foundation’s Management Board,
    10. membership in the Council of the Foundation ceases upon:
        i. death of a member of the Foundation’s Council,
        ii. submitting by the member of the Council of the Foundation resignation from performing the function.
13. Members of the Foundation’s Management Board may participate in the meetings of the Foundation’s Council.

B. Foundation Management Board

Article 15

1. The Foundation’s Management Board consists of one to three persons, including the Chairman of the Foundation Management Board and is appointed by the Founders.
2. The Management Board is the governing body of the Foundation.
3.  Members of the Management Board are appointed for an indefinite period.
4.  The Founders may designate themselves to the composition of the Management Board.
5.  The Founders set the conditions for remunerating Management Board members.
6. The founders, as representatives of the foundation, may sign contracts of employment, commission and for a work with Management Board members.
7. Declaration of will on behalf of the Foundation on all matters, including property, may be submitted by any member of the Management Board independently.
8.  Representation of the Management Board and the Foundation outside is one-man.
9. Membership in the Foundation’s Management Board ceases upon:
   1. death of a member of the Foundation’s Management Board,
   2. submitting by the member of the Foundation’s Management Board resignation from performing the function,
   3. dismissal of a member of the Foundation’s Management Board by the Founders.
10. The Foundation’s Management Board manages the Foundation’s activities and represents it outside.
11. The tasks of the Foundation’s Management Board include in particular:
    1. adopting annual financial plans,
    2. adopting regulations,
    3.  making decisions on joining companies, associations and other organizations and on their creation,
    4.  accept donations, inheritances and subsidies,
    5. managing its assets,
    6. managing the ongoing activities of the foundation, being responsible for the implementation of its statutory objectives and the results of financial activities,
    7.  determining the size of employment and the amount of remuneration for employees of the Foundation,
    8.  making changes to the Foundation’s Statute.
12. The Chairman of the Management Board convenes the meetings of the Management Board and chairs them.
13. Resolutions of the Management Board are adopted by a simple majority of votes. In the event of an equal number of votes, the vote of the Chairman of the Management Board is decisive, however, at least half of its members, including the President of the Board, are required for the validity of the resolutions.
14.  The Foundation’s Management Board may appoint proxies to manage a separate area of matters belonging to the Foundation’s tasks.

Chapter V

FINAL PROVISIONS

Article 16

The Foundation prohibits:

1. granting loans or securing liabilities with the assets of the Foundation
   in relation to its members, members of bodies or employees and persons,
   with which members, members of the bodies and employees of the organization are married, in cohabitation or in a relationship of kinship or affinity in a straight line, related or affinity to the second degree, or related to the adoption, custody or guardianship, hereinafter ” people close to you “,
2. transferring their property to their members, members of bodies or employees and their relatives, on terms other than in relation to third parties, in particular if such transfer is free or on preferential terms,
3. to use property for members, members of bodies or employees and their relatives on terms other than in relation to third parties, unless this use results directly from the Foundation’s statutory goal.

Article 17

1. For the effective implementation of its goals, the Foundation may merge with another foundation, provided that its original assumptions are implemented.
2. The decision about the merger is made by the Founders. On behalf of the Foundation, the contract is concluded by the Foundation’s Management Board.
3. In order to achieve the goals, the Foundation may support the activities of other legal entities operating in line with its objectives.

Article  18

1. The Foundation shall be liquidated if the objectives for which it was established or in the light of the exhaustion of financial resources have been achieved.
2. The decision about the liquidation of the Foundation is taken by the Founders.
3. Residual assets after liquidation will be used for purposes identical to those of the Foundation.

Article 19

The Foundation submits to the relevant minister an annual report on its activities for the previous calendar year.

Article 20

1. In matters not covered by this Statute, the provisions of the Act of 6 April 1984 on foundations and the Act of 24 April 2003 on Public Benefit and Volunteer Activities shall apply.
2. The Statute of the Foundation comes into force on the day of registration by the District Court for the capital city of Warsaw.