- Jolanta Ewa Bilińska, hereinafter referred to as “the Founder”, established a Foundation, which shall operate under the name of “Fundacja Bezpieczeństwo dla Pacjentów” (“Safety for Patients Foundation”), hereinafter referred to as “the Foundation”, pursuant to the Notary’s Deed drawn up on 11 September 2006 in Łódź, the Republic of Poland (Reg …).
- The Foundation shall operate in compliance with the regulations of the Act on Foundations dated 6 April 1984 (Journal of Acts No 21, item 97), Act on Public Benefit Activity and Volunteer Organizations dated 24 April 2003 (Journal of Acts No 96, item 873) and provisions under this Charter.
- With the consent of Minister of Health the Founder may transfer her rights and obligations in relation to the Foundation to any other foundation operating beyond the territory of the Republic of Poland.
- The Foundation shall respect the Founder’s obligations imposed by the Founder’s state law to the extent of any certification of the Founder’s financing concerning the Foundation’s operation.
- The Foundation is a legal entity.
- The Foundation’s registered office is in Łódź.
- The period of the Foundation’s operation is not determined.
- The Foundation may establish its branches and offices in the country and abroad.
- For the purpose of international cooperation the Foundation may use its name in translated version.
- The Foundation may have and use its graphic sign corresponding to the name.
- The Foundation’s symbol and name are subject to legal protection.
- The Foundation’s objective is to take a good care of patients’ safety within the health care system, and in particular to engage with the communities to identify problems and provide solutions improving people’s health condition.
- The Foundation’s tasks range up to protection and promotion of health, charity, activities on behalf of disabled people, activities aiming at European integration and extending contacts and cooperation between societies, volunteer work promotion and organization.
- The Foundation shall accomplish its objectives under the Charter of running and supporting (organizationally, materially or financially) other organizations by:
a) promotion of patients’ safety as a fundamental principle of health protection system,
b) free-of-charge reference and educational activity on behalf of patients and their families and other persons concerned, facilitating an access to important information on safety of health care expressed in the form and language comprehensible to them,
c) financing, developing and distributing specialist literature on health promotion, prevention, diagnosing, treatment, rehabilitation, drawing up a list of medical faults and other aspects of health care,
d) supporting programs and undertakings of institutions engaged in scientific, scientific-technical, educational and health protection activity related to patients’ safety,
e) establishing and financing national and foreign scholarships for patients, physicians, medical staff and other persons taking up specialist self-improvement courses on patients’ safety,
f) cooperating with institutions, foundations, associations and other organizations having their registered offices within and beyond the territory of Poland and accomplishing similar objectives under the Charter,
g) training, conferences, publications and other forms of propagating knowledge on safety among patients and their families, as well as in communities,
h) organizing charitable activities, collections, festivals, concerts and other public events aimed at popularization of the Foundation’s objectives and to support its actions,
i) propagating and promoting physical education and sports for able-bodied and disabled people in rural and urban areas, and propagating qualified tourism,
j) setting up projects related to: AIDS/HIV, Alzheimer’s disease, diabetes, cardiovascular system diseases, obesity, addictions,
k) organizing holidays, camps, school field teaching events, training workshops, training increasing consumers’ awareness of widely understood medical services, and other travel events,
l) providing environment and developing awareness, motivation and capability of healthy lifestyle and taking up actions aimed at health of an individual and others,
m) make disparities in access to health benefits less considerable.
- In addition to the Foundation’s undertakings initiated by itself, it shall cooperate with other institutions, organizations and persons in order to satisfy common objectives under the Charter. This cooperation may involve organizational support to the extent of promoting cooperation at the national and international level in relation to scientific research on patients’ safety.
- The Foundation shall accomplish its objectives under the Charter also by being a member of organizations incorporating Polish and foreign foundations pursuing such objectives that are similar or identical to the Foundation’s objectives.
- In accomplishing its objectives under the Charter the Foundation may initiate proceedings and participate in judicial proceedings before any justice bodies and public administration bodies as a social organization in a way and on principles specified under the laws in effect.
- No aspects of the Foundation’s activity shall be interpreted as any acts to replace state institutions in complying with their statutory duties.
- The Foundation shall perform an activity to public benefit being engaged in public tasks specified under the Act on Public Benefit Operation and Volunteer Work on behalf of all society. Such an activity to public benefit shall be the only activity of the Foundation under the Charter.
- The activity under the Charter shall be free-of-charge activity in the meaning of regulations of the Act on Public Benefit Operation and Volunteer Work.
- The Foundation shall not run any business operation.
- The Foundation’s assets shall be any funds, real properties and any other assets acquired by the Foundation.
- The foundation fund provided by the Founder shall be 1500,00 PLN (one thousand five hundred PLN, 00 groszy), of which amount 250,00 PLN (two hundred and fifty PLN) is a guarantee fund. The guarantee fund deposited at the interest-bearing bank account held with a Polish bank shall be allocated for covering the Foundation’s possible losses, if any, and interest payable shall be allocated for financing the Foundation’s activity.
- Funds for accomplishing the Foundation’s objectives and covering the costs of its activity shall come from:
a) the Founder’s foundation fund and donations,
b) donations, subsidies, national and foreign inheritances,
c) income on the assets, real properties and proprietary rights,
d) income on gifts, collections and public events,
e) bank interest and deposits, and also interest as specified under clause 2,
f) income on shares in profits of legal persons,
g) other income.
- When providing the Foundation with financial funds, the Donor may make a reservation that such funds shall be allocated for a specific type of the Foundation activity. The Foundation Board cannot reject such a condition. Otherwise the Foundation returns the Donor the funds provided by him /her. In case the Donor does not define the use of funds when providing them, the Foundation may allocate it for any objective under the Charter.
- The Foundation does not have any right to perform activities involving:
a) granting loans or securing liabilities with the Foundation’s assets in relation to the members of the Foundation Council, members of the Foundation Board or the Foundation’s employees or persons with whom members of the Foundation Council, Foundation Board or the Foundation’s employees are in bonds of marriage, blood relation or relation in direct line, blood relation or lateral relation of up to the second degree or are related by adoption, care or guardianship hereinafter referred to as “close persons”,
b) transferring the Foundation’s assets on behalf of the members of the Foundation Council, members of the Foundation Board or the Foundation’s employees and their close persons, other than in relation to any third parties, particularly if the transfer is made free of charge or under preferential conditions,
c) using the assets for the benefit of the members of the Foundation Council, members of the Foundation Board or the Foundation’s employees and their close persons other than in relation to any third parties unless this use is directly connected with performing any tasks under the Charter of the Safety for Patients Foundation,
d) purchasing under special conditions goods or services from entities in which members of the Foundation Council, the Foundation Board or the Foundation’s employees or other close persons participate.
The Foundation may collect its funds in Polish currency and in foreign currencies in respective banks in compliance with Polish exchange laws.
The Foundation may establish distinctions and honorable medals and award them together with other prizes and distinctions to natural and legal persons contributing to the Foundation itself or those realizing its objectives.
- The Foundation’s bodies are:
- the Board,
- the Foundation Council.
- The members of the Foundation Council do not receive any remuneration for their participation in jobs done by this body, except for documented expenses related to participation in such jobs, including travelling costs.
- The Foundation Board consists of two up to five members appointed by the Foundation Council for a period of 5-year term.
- The function of a member of the Board may be performed by not longer than one term.
- The Foundation Council appoints President of the Board.
- The Board may choose one or two vice presidents out of its members.
- The organizational structure and forms of the Board’s activity are governed by the Foundation Rules of Operation.
- The Board supervises the Foundation’s activity and represents it before any third party.
- The Board’s tasks include in particular:
a) resolving annual financial plans,
b) resolving rules of operation,
c) taking decisions in all matters that are not passed to the competence of other bodies,
d) taking decisions on joining companies, associations and other organizations and decisions on establishing them,
e) accepting gifts, inheritances and subsidies,
f) appointing Director of the Foundation.
- The Board takes its decisions at meetings by adopting resolutions by a simple majority of vote cast; if there is an even number of votes, the vote of President of the Board is decisive.
- Meetings of the Board are called at least once a month by President of the Board. Meetings may be also called any time upon a motion of President of the Board or at least two members of the Board.
- The Board may adopt resolutions also by voting in writing without holding a meeting. Such a resolution adopted shall be valid provided that all members of the Board accept such a manner of voting in written statements and provide their opinion on the resolution contents.
- The Board may appoint authorized representatives to supervise a selected area of the matters within the Foundation’s tasks.
- Declarations of intent on behalf of the Foundation Board shall be made by two members of the Board or one member of the Board and an authorized representative appointed by the Board.
- Each year by 30 September the Board is obliged to submit Annual Report on the Foundation’s operation before the Foundation Council.
- The Board may appoint consultants and their teams among scientists or specialists to assess the activities performed by the Foundation or ask them to prepare respective opinions.
- Executive-managing actions in relation to the resolutions shall be performed by General Director of the Foundation.
- Director is appointed by the Board upon a motion of President. One of the members of the Foundation Board may be General Director.
- If required, President may appoint deputies to Director.
- Conditions of employment and remuneration of Director and his/her deputies are determined by President and presented to the Board for its acceptance.
- The Foundation Office provides administrative service to the Foundation Board and Council.
- The Foundation Office is under supervision of General Director of the Foundation.
- The Foundation Council consists of at least five members.
- The first Council shall consist of the members appointed by the Founder. Any subsequent members of the Council to substitute the persons who ceased to perform their function or any members to extend the Council shall be appointed by the Council.
- In any special cases a member of the Council may be recalled in a vote by a secret ballot with participation of other members.
- The Council appoints Chairman of the Council from among its members. The Chairman of the Council supervises the Council’s operation, represents it before any third party and presides over the Council’s meetings.
- Members of the Foundation Council:
a) may not be members of the Foundation Board or be related to, in affinity or subordinated under the employment relationship to the members of the Foundation Board,
b) may not be sentenced given the final judgment for a crime deliberately committed,
c) may be reimbursed for reasonable costs of participation in the Foundation Council meetings as its members.
- The Foundation Council shall hold its meetings at least once a year.
- The Foundation Council shall make decisions by adopting resolutions in a vote by simple majority; if there is an even number of votes the vote of President of the Board shall be decisive. When performing its functions the Foundation Council may refer to opinions and assessments of specialists appointed for these purposes.
- The way the Foundation Council operates shall be specified under the Rules of Operation, which is adopted by it.
- The Council’s tasks include in particular:
a) supervision over the Foundation’s operation.
b) identification of major areas of operation.
c) appointment and recall of the President and members of the Board,
d) decision taking on the employment of members of the Board and establishing their remuneration,
e) assessment of the Board’s work, acceptance of annual reports or balance sheets and giving a vote of acceptance to the members of the Board. If no vote of acceptance is given, it is synonymous with a recall of members of the Board. If no vote of acceptance is given, this does not affect the members’ claims under employment relationship provided that their employment is based on the provisions of the Rules of Operation,
f) decision taking in relation to acquisition, disposal and asset mortgage,
g) decision taking on liquidation of the Foundation.
Any amendments to the Charter of the Foundation shall be made by the Board. No amendments shall be made to the objectives specified under the Charter.
- The Foundation Council shall adopt a resolution on liquidation if the purpose for which the Foundation is established is accomplished or if funds and assets of the Foundation are exhausted.
- If the Foundation Council does not appoint any liquidators as specified under clause 1 above, the liquidation shall be carried out by the Board.
- If any funds remain after the liquidation process ends, they shall be transferred for public benefit purposes to other public benefit organizations indicated by the Foundation Council, operating in the territory of the Republic of Poland and having similar objectives under the Charter as the Foundation’s objectives.
- If the Foundation is dissolved by court, court decides on its liquidation by appointing a liquidator. Liquidators are obliged to carry out liquidation in the shortest period of time possible and in such a way that the assets of the Foundation in liquidation are secured against any unjustified depletion. Liquidators should in particular:
a) perform legal actions necessary to conduct liquidation, in particular repay any debts mature and secure repayment of any non-mature debts,
b) publicly announce the initiation of liquidation proceedings,
c) file an application with court for deleting the Foundation from the National Court Register after the liquidation is completed. Any liquidation costs shall be covered with the assets of the Foundation in liquidation. The assets remaining after the liquidation shall be transferred to any foundations having similar objectives and operating in the territory of Poland.
The Foundation with its objectives set therein falls within competence of Minister of Health.