Statute of the Handicap Hero Foundation

Chapter I. General Provisions

§1

1. The Foundation under the name of Handicap Hero, established by Tomasz Uchański (hereinafter referred to as the “Founder”) by a notarial deed executed on 31 October 2025 before Notary Marek Korolewicz, repertory A No. 7996/2025, operates on the basis of the provisions of Polish law and these Statutes.
2. The registered office of the Foundation is the city of Poznań.
3. The Foundation operates within the territory of the Republic of Poland; to the extent necessary for the proper pursuit of its objectives, the Foundation may also conduct activities outside the territory of the Republic of Poland, in particular as part of dedicated and joint projects.
4. The Foundation is established for an indefinite period.
5. The Foundation conducts activities in the sphere of public benefit within the meaning of separate provisions, in particular the Act on Public Benefit Activity and Volunteer Work.
6. The Foundation acquires legal personality upon its entry into the National Court Register.
7. The Foundation shall be liable for its obligations with all its assets.

§2

1. The Foundation may use its distinguishing graphic sign and, for the purposes of cooperation with foreign entities, may use translations of its name in selected foreign languages.
2. In order to achieve its objectives, the Foundation may carry out independent and joint projects and obtain funds from all sources, independently or in cooperation with other organizations, public institutions, business entities, and third parties; it may establish local units, establish or join commercial law companies or other entities, or merge with them, including associations and foundations, provided that the objectives of such entities further the Foundation’s statutory objectives.
3. The Foundation’s income shall be allocated to the implementation of its statutory objectives.
4. The Foundation may establish badges, honorary medals, awards, and distinctions for natural persons and legal persons who have rendered distinguished service to the Foundation or its objectives.
5. The minister competent for social affairs shall be the supervisory authority over the Foundation.

Chapter II. Objectives and Principles of the Foundation’s Activities

§3

1. The objectives of the Foundation include, in particular:
   • promoting sports, physical activity, and rehabilitation among persons with disabilities of all ages, as well as persons without disabilities;
   • conducting information and educational campaigns concerning a healthy lifestyle and health prevention;
   • promoting healthy nutrition and mental well-being;
   • building and operating a care home for older persons and persons with disabilities, together with rehabilitation, sports, and educational infrastructure;
   • providing palliative care and support for older persons, chronically ill persons, and persons at risk of chronic illnesses;
   • preventing poverty and social exclusion;
   • providing day respite care and daytime stay services for older persons;
   • promoting health-supporting behaviors;
   • conducting campaigns concerning clean air and anti-smog prevention;
   • building a sports center as a modern place for rehabilitation, integration, and development, with infrastructure adapted to different levels of ability, including rehabilitation rooms as well as educational and integration spaces.
2. Furthermore, the Foundation carries out public benefit activities in the following areas:
   • a) activities for the benefit of persons with disabilities;
   • b) health protection and promotion, including medical activities within the meaning of the Act of 15 April 2011;
   • c) social assistance, including assistance to families and persons in difficult circumstances and equalizing opportunities;
   • d) support for and promotion of physical culture and sport;
   • e) activities for the benefit of children and young people, including leisure activities;
   • f) science, education, schooling, and upbringing of children and adults;
   • g) activities for the benefit of seniors;
   • h) promotion and organization of volunteering;
   • i) support for the development of local communities and community groups;
   • j) vocational and social integration and reintegration of persons at risk of exclusion;
   • k) prevention of addictions and social pathologies, as well as mental health prevention;
   • l) promotion of employment and professional activation;
   • m) activities for the benefit of the family, motherhood, parenthood, and the rights of the child;n) equal rights for women and men;
   • o) support for economic development, including entrepreneurship;
   • p) European integration and the development of contacts and cooperation between societies;
   • r) promotion and protection of human rights and freedoms, as well as civil liberties;
   • s) activities in the field of personal assistance for persons with disabilities, consisting in providing support in daily functioning, mobility, participation in social, cultural, professional, and sports life, as well as access to education, rehabilitation, and health care.
3. The Foundation may establish, organize, and operate the Handicap Hero Sports Academy and other organizational units, including sports clubs, rehabilitation centers, training sections, teams, and training centers, whose purpose is to develop sport, support the activation and rehabilitation of persons with disabilities, and promote social integration through sport. Such activities may be carried out as paid or unpaid public benefit activities, as well as part of the Foundation’s business activity, independently or in cooperation with other entities, including clubs, universities, schools, public institutions, and NGOs.
4. The objectives specified above shall be pursued within the Foundation’s statutory activities, whether as paid or unpaid public benefit activities.

§4

The Foundation pursues its objectives in particular through:

1. organizing, operating, and supporting support facilities for persons with disabilities and persons at risk of exclusion;
2. organizing training courses, courses, conferences, seminars, exhibitions, festivals, and integration meetings; producing radio and television programs and multimedia projects;
3. organizing sports events, including sports competitions for persons with disabilities and seniors;
4. organizing workshops and integration programs for companies and groups;
5. organizing leisure time activities, including summer and winter holidays for children, adults, and families;
6. cooperating with cultural, sports, and recreation centers;
7. organizing international meetings for children, young people, and adults;
8. providing financial and material support to persons and entities implementing initiatives consistent with the Foundation’s objectives;
9. providing services and selling products in the field of social and vocational rehabilitation of persons with disabilities, in accordance with the applicable laws;
10. organizing and providing personal assistance services for persons with disabilities,
    including employing and training assistants, creating personal assistance support programs, and
    cooperating with public and private institutions in this regard;
11. providing services and selling products in the field of social
    and vocational integration and reintegration, in accordance with the Act on Social Employment and the Act on Social Cooperatives;
12. cooperating with public administration authorities, the business sector, the media,
    schools and universities, and non-governmental organizations;
13. obtaining financial resources for statutory activities;
14. conducting support and administrative activities;
15. publishing activities;
16. other activities serving the implementation of the Foundation’s statutory objectives;
17. conducting business activity;
18. administering the Foundation’s funds and tangible assets;
19. supporting the activities of other persons and institutions consistent with the Foundation’s objectives.
20. Creating jobs for persons with disabilities, including operating establishments, social cooperatives, cafés, service outlets, workshops, and other forms of supported employment enabling the professional and social activation of such persons.

§4a

1. For the implementation of its statutory objectives, the Foundation may commission the performance of tasks to external entities, including sole traders, medical entities, rehabilitation centers, service providers, educational institutions, sports institutions, and NGOs.
2. The Foundation may enter into civil-law, partnership, or cooperation agreements, including agreements for the provision of rehabilitation, training, sports, educational, or therapeutic services; it may finance such services or derive revenue from them within the framework of such cooperation.
3. The Foundation may establish or co-establish commercial law companies and other organizational units pursuing its objectives.

Chapter III. Assets and Income of the Foundation

§5

1. The assets of the Foundation consist of the founding fund in the amount of PLN 5,000 and other assets transferred to the Foundation.
2. The Foundation’s assets may originate in particular from donations, inheritances, legacies; grants and subsidies; public collections and events, auctions and bids; income from assets, including rent, lease, dividends, and interest; domestic and EU funds; and paid statutory activities.
3. The Foundation’s income may originate in particular from donations, inheritances, legacies, subsidies, business activity, assets and property rights, auctions, interest, and other sources permitted by law.
4. Declarations concerning the acceptance of donations and inheritance shall be made by the Management Board of the Foundation.
5. If the Foundation is called to inherit, the Management Board shall submit a declaration of acceptance of the inheritance with the benefit of inventory, provided that the positive value of the estate exceeds the estate debts.
6. The Founder may appoint an attorney-in-fact for acts reserved by the Statute to the Founder’s competence.

§6

1. The following persons shall be authorized to make declarations of intent and incur financial obligations:
   • a) individually – the President of the Management Board, if the Management Board consists of one person; ​
   • b) the Management Board, if the Management Board consists of more than one person. In such case, the unanimous consent of all members of the Management Board shall be required.
2. Up to the amount of PLN 20,000, each member of the Management Board shall be authorized to act individually.
3. For dedicated projects, the Management Board may, by resolution, authorize attorneys-in-fact to perform acts within the scope of a given project.

§7

1. In order to achieve its objectives, the Foundation may support, in Poland and abroad, the activities of other persons and institutions consistent with its statutory objectives, as well as carry out joint projects and jointly obtain funds from all sources together with other organizations, state institutions, and third parties.
2. Income derived from grants, donations, inheritances, and legacies may be allocated to the implementation of any of the Foundation’s statutory objectives, unless the donors have decided otherwise.

§8

1. The Management Board may establish remuneration limits for the Foundation’s management staff and other Foundation personnel. The remuneration of all employees, including management staff, may not exceed the value referred to in Article 9(1)(2) of the Act of 24 April 2003 on Public Benefit Activity and Volunteer Work.
2. If the Foundation undertakes business activity in accordance with § 9, the profit or balance-sheet surplus from such activity, as well as from paid public benefit activity, shall be allocated in its entirety to the implementation of the Foundation’s statutory objectives, in particular to strengthening the Foundation’s capacity, activities in the field of social and professional reintegration, and public benefit activity carried out for the benefit of the local community in which the Foundation operates.
3. The Foundation’s business activity and statutory activity shall also be directed toward the social and professional integration of specified categories of persons, including in particular persons with disabilities and persons at risk of social exclusion referred to in the Act of 13 June 2003 on Social Employment and the Act of 5 August 2022 on Social Economy, as reflected by the level of employment of such persons. The level of employment of the persons referred to in the first sentence of this paragraph shall be determined by the Management Board of the Foundation, while seeking to preserve the employment proportions resulting from the current definition of a social enterprise.

Chapter IV. Business Activity of the Foundation

§9

1. The Foundation may conduct business activity to the extent serving the implementation of its statutory objectives, in accordance with the applicable laws. The commencement of business activity may take place at any time on the basis of a resolution of the Management Board.
2. The Foundation may carry out paid and unpaid public benefit activity, including within the scope of the following PKD codes: 85.51.Z, 86.95.Z, 88.10.Z, 88.99.Z, 85.6, 93.11.Z, 93.12.Z, 93.19.Z, 77.21.Z, 68.20.Z, 85.32.D, 85.59.D, 85.69.D, 87.10.Z, 87.20.Z, 87.30.Z, 87.99.Z, 88.99.Z, 58.19.Z.
3. Income from business activity shall be allocated to the implementation of the Foundation’s statutory objectives.
4. The decision to commence, suspend, or terminate business activity shall be made by the Management Board, which shall determine the rules governing such activity.
5. The Foundation may also undertake other forms of lawful business activity, provided that they serve the implementation of its statutory objectives.

Chapter V

Bodies of the Foundation

§10

1. The bodies of the Foundation are:
   • a) the Foundation Council, also referred to as the Program Council – the supervisory and program initiative body;
   • b) the Management Board of the Foundation.
2. The Foundation Council may be appointed by the Founder at any time, for a definite or indefinite period.

§11

1. The Council shall be an advisory, consultative, and supervisory body. Its tasks shall include in particular:
   • a) supervising the activities of the Foundation and the compliance of its actions with its statutory objectives;
   • b) giving opinions on the annual financial and substantive reports;c) giving opinions on the strategy and directions of activity;
   • d) initiating projects and programs;
   • e) recommending candidates for the Foundation’s bodies;
   • f) supporting promotion and fundraising.
2. The Council shall consist of 3 to 7 members appointed and dismissed by the Founder.
3. The Council may include persons of recognized authority in fields related to the Foundation’s objectives.
4. Members of the Council shall perform their functions on a voluntary basis, unless otherwise decided.
5. The Council shall elect its Chairperson; meetings shall be held at least once a year or more frequently at the request of the Founder or the Management Board.
6. The rules of procedure of the Council shall be specified in its Regulations adopted by the Council and approved by the Management Board.

§12

1. The Management Board shall consist of 1 to 3 persons appointed for an indefinite period.
2. The members of the first Management Board shall be appointed by the Founder.
   • The first Management Board of the Foundation shall be appointed by the Founder in the founding deed or in a separate declaration made in writing.
   • The Founder shall indicate the number of members of the Management Board and specify the persons holding the office of President and, if applicable, Vice-President of the Management Board.
3. Membership in the Management Board shall cease upon:
   • submission of a written resignation;
   • death;
   • dismissal, by resolution of the Management Board or, if established, by the Foundation Council.
4. In the event that membership in the Management Board ceases, a new member of the Management Board shall be appointed by the Management Board by way of a resolution adopted by a simple majority of votes
5. , unless a Foundation Council has been established, in which case members of the Management Board shall be appointed and dismissed by the Foundation Council.
6. The Management Board shall manage the activities of the Foundation and represent it externally. The Founder may be a member of the Management Board.

§13

Powers of the Management Board

1. The powers of the Management Board shall include all matters not reserved by law or by the Statute to other bodies of the Foundation, in particular:
   1. representing the Foundation externally;
   2. managing the assets of the Foundation;
   3. directing the day-to-day activities of the Foundation within the scope of its statutory objectives;
   4. maintaining a register of donors and a list of sponsors;
   5. deciding on the allocation of the funds collected;
   6. preparing annual reports on the Foundation’s activities in accordance with Article 12 of the Foundations Act, as well as financial statements, where required;
   7. establishing the Foundation Office and adopting its regulations;
   8. determining the level of employment, the remuneration rules, and the amount of funds allocated for remuneration and bonuses for the Foundation’s employees;
   9. promoting the objectives for which the Foundation was established;
   10. preparing and approving operational and financial plans as well as reports on the Foundation’s activities;
   11. setting remuneration limits for the Foundation’s staff;
   12. performing other matters specified in the Statute or in resolutions of the competent bodies of the Foundation.

§14

Meetings of the Management Board

1. Meetings of the Management Board shall be held as needed; minutes shall be prepared for each meeting.
2. The detailed procedure for the work of the Management Board shall be set out in the Management Board Rules of Procedure adopted by the Management Board.

§15

Employment Relationship and Declarations of Intent in Relation to a Member of the Management Board

1. Members of the Management Board may remain in an employment relationship with the Foundation and may also receive remuneration on other grounds, including under civil-law contracts.
2. Declarations of intent in matters concerning the legal relationship between the Foundation and a member of the Management Board shall be made individually by another member of the Management Board, and in the case of a single-member Management Board, by the Founder or an attorney-in-fact appointed by the Founder.

§16

Convening Meetings, Notices, and Adoption of Resolutions

1. A meeting of the Management Board may be convened by any member of the Management Board.
2. Members of the Management Board shall be notified of the date of the meeting together with the agenda at least three days before the scheduled date.
3. Resolutions of the Management Board shall be adopted by a simple majority of votes, with at least half of the members of the Management Board present. In the event of a tie, the President of the Management Board shall have the casting vote.

§17

1. The Management Board may establish the Foundation Office and appoint a Director.
2. The tasks of the Foundation Office shall include administrative support for the Management Board and the day-to-day servicing of the Foundation’s activities.
3. The Foundation Office and the Director shall operate on the basis of regulations and powers of attorney.

§18

1. In the event of the death, resignation, or permanent inability to act of the President and the Vice-President, the Foundation Council, if established, shall immediately appoint an interim Management Board.
2. If no Foundation Council has been established, until a new Management Board is appointed by the Founder or the Founder’s successor, the Foundation shall act through an attorney-in-fact appointed by the Founder.

Chapter VI. Amendment of the Statute

§19

1. Amendments to the Statute and to the statutory objectives may be made by the Management Board. A resolution of the Management Board on an amendment to the Statute shall require the unanimous consent of all members of the Management Board.

§20

1. The Founder may designate, in a will or in a separate notarial deed, a Successor to the Founder who, upon the Founder’s death, shall assume the rights and obligations of the Founder arising from the Statute.
2. The Successor to the Founder shall acquire such powers upon submitting a written declaration of acceptance and upon registration of the change in the National Court Register.

Chapter VII. Liquidation of the Foundation

§21

1. The Foundation shall be liquidated in the event of exhaustion of its funds and assets or upon fulfillment of its statutory objectives.
2. The decision on liquidation shall be made by the Founder or, in the absence of the Founder, by the Foundation Council, and in the absence of the Foundation Council, by the Management Board with the consent of the competent minister.
3. The liquidation shall be carried out by the Management Board or by persons designated by the Management Board.
4. The competent minister shall be notified of the liquidation.

§22

The assets remaining after liquidation shall be allocated to purposes consistent with the Foundation’s objectives, in accordance with a resolution of the Management Board, after obtaining the opinion of the Foundation Council, if such Council exists.

Chapter VIII. Final Provisions

§23

1. For the effective pursuit of its objectives, the Foundation may merge with another foundation
2. Such merger may not result in a material change to the Foundation’s objectives.
3. The decision on the merger shall be made unanimously by the Management Board after reviewing the position of the competent minister.

§24

This Statute shall enter into force on the date of registration of the Foundation by the competent registry court.

§25

A statement of the Founder indicating the minister competent with regard to the Foundation’s objectives shall be attached to the Statute.