FOUNDATION STATUTES

The foundation under the name Sting Company Foundation, hereinafter referred to as the Foundation, was established by Karol Żądło (Founder) by notarial deed, reference number 4311/2024, and operates on the basis of the Act of April 6, 1984, on foundations (i.e., Journal of Laws of 2018, item 1491, as amended) and these Statutes (hereinafter referred to as the Statutes) through the bodies established therein.

• 1. General provisions

1. The Statute was established by the Founder.
2. The duration of the Foundation is indefinite.
3. The headquarters of the Foundation is in Katowice.
4. The Foundation operates within the territory of the Republic of Poland, but to the extent necessary for the proper implementation of its objectives, the Foundation may also operate outside the territory of the Republic of Poland.
5. The Foundation may establish branches, offices, representative offices, or other institutions, including other Foundations in Poland and abroad. It may join domestic and foreign companies, foundations, associations, and participate in all organizational and legal relationships permitted by law.
6. The Foundation may establish certificates, badges, honorary medals, and award them, together with other prizes and distinctions, to natural and legal persons who have rendered outstanding services to the Foundation and contributed to the achievement of its objectives.
7. The Foundation has the right to use the Foundation’s logo and seal with the Foundation’s name.
8. Supervision over the Foundation is exercised by the competent minister for family, labor, and social policy.

• 2. Objectives and scope of the foundation’s activities
• The objectives of the Foundation are:
  1. To help mature individuals aged 40+ discover and develop their passions and find new purpose in life and work,
  2. To rebuild self-confidence and personal resources that we bring into the world and want to use to build a fulfilling life,
  3. Supporting the development of emotional, social, professional, and creative competencies of people aged 40+,
  4. Providing mentoring and support in the process of overcoming burnout and difficulties in professional and private life,
  5. Building awareness and skills to cope with stress, change, and life challenges in order to achieve full well-being and self-fulfillment,
  6. Promoting the values of authenticity, honesty, and self-acceptance in everyday life and encouraging people to enjoy life,
  7. Raising awareness and promoting a healthy lifestyle: promoting a healthy lifestyle, educating the public about the importance of taking care of one’s health,
  8. Social assistance: Providing support to people experiencing difficult situations, helping those who are going through life transformations that affect their health, helping people affected by health problems and illness to improve their well-being and lifestyle, helping people after accidents and catastrophic events,
  9. Cultivating a conscious attitude towards promoting a healthy lifestyle: promoting awareness of the benefits associated with it, organizing activities that promote healthy habits,
  10. Support for people who are particularly vulnerable due to financial hardship: providing financial support to people in difficult life situations,
  11. Promoting knowledge and skills for achieving life balance: organizing educational programs, promoting skills for coping with life challenges,
  12. Education in healthy eating and expanding culinary skills, as well as promoting local cuisine,
  13. Social integration through the organization of gastronomic events, where children, young people, and adults have the opportunity to meet, exchange experiences, and deepen interpersonal relationships through cooking and eating together,
  14. Skill development – gastronomic workshops allow participants to perfect their culinary techniques, discover new flavors, and experiment with different ingredients,
  15. Promotion of local culture through the presentation of traditional dishes and regional specialties,
  16. Healthy lifestyle through the promotion of healthy and balanced meals,
  17. Charity work: carrying out charitable activities for those in need,
  18. Undertaking and supporting activities aimed at individual development, raising the level of knowledge, culture, and quality of life: initiating educational and cultural projects, supporting activities aimed at personal development, renting real estate to those in need,
  19. Organizing educational activities, training, and events promoting intellectual development,
  20. Supporting socially excluded and disabled people;
  21. Conducting activities for the benefit of mental and physical health: organizing programs and events related to mental, emotional, and physical health;
  22. Encouraging children and young people to develop entrepreneurial skills;
  23. Cultural activation in Poland and abroad;
  24. Promoting the scientific and cultural achievements of Poles, which will highlight the accomplishments of Polish scientists, artists, and creators and encourage others to familiarize themselves with their works;
  25. Creating a positive image of Poland as an innovative, culturally rich country open to international cooperation;
  26. Undertaking and supporting activities in the field of psychology, rehabilitation, and holistic therapy, including the promotion of a conscious attitude in everyday life: supporting initiatives aimed at improving the mental, emotional, and physical health of the community, promoting a holistic approach to a healthy lifestyle.

The Foundation pursues its objectives by:

1. 1. Establishing and operating a power zone center:
      1. Providing funds for operations and development based on the Foundation’s activities and business plans.
      2. Organizing events that cultivate a healthy approach to life:
   2. Creating and coordinating various events aimed at promoting a healthy lifestyle.
   3. Organizing online and in-person meetings in the form of workshops and training sessions aimed at developing the personal and professional skills of participants.
   4. Organizing gastronomic events that contribute to the promotion of local cuisine and culinary heritage and to taking care of one’s health through proper nutrition.
   5. Selling online courses that support personal and professional development.
   6. Running online stores to support the achievement of goals.
   7. Selling publications and supporting materials related to personal and professional development.
   8. Organizing video meetings and conferences with experts from various fields to share knowledge and inspiration.
   9. Publishing free materials in the form of electronic documents and videos that can be used by people interested in developing their skills.
      1. Providing education and maintenance, in particular through:
   10. Consultations with therapists.
   11. Consultations with financial advisors.
   12. Advice on running your own business,
   13. Organizing workshops, training courses, and competitions that will enable young people to acquire the knowledge and skills necessary to start their own business.
       1. Financing or co-financing therapeutic and training trips.
       2. Providing financial support to people in difficult life situations or recovering from crises.

Supporting initiatives aimed at promoting health prevention:

1. Creating and promoting environments conducive to learning, working, and caring for the mental and physical health of adults and children.
2. Implementing appropriate therapies.
3. Organizing and financing various forms of knowledge transfer, such as: Seminars, Symposiums, Training courses, Discussions, Conferences, Lectures, Competitions, Polls, Workshops,
4. Creating innovative educational programs, health improvement, business solutions, employment, and promoting awareness of work-life balance.
5. Conducting journalistic, educational, and informational activities, including: Publishing books, newspapers, magazines, brochures, special publications, and other online media, such as blogs or websites
6. Creating and running therapeutic facilities focused on specific, diagnosed problems.
7. Organizing and financing various forms of professional activities, reactivation after traumatic personal experiences,
8. Cooperation with local and government authorities, non-governmental organizations in Poland and abroad, within the scope of the Foundation’s objectives
9. Cooperating with supervisory authorities, as well as local government authorities at various levels.
10. Cooperation with relevant specialists and entities,
11. Organizing mass fundraising and material collections,
12. Financing, organizing, and supporting educational, health care, and social assistance institutions for people in need of support,
13. Initiating and conducting social and educational programs and campaigns,
14. Providing organizational and financial support for socially important initiatives related to cultural activation in Poland and abroad,
15. Supporting the development of environmental protection activities and implementing its own projects,
16. Organizing intercultural events aimed at promoting patriotism by showcasing common national values and traditions, building bonds between different social groups, and fostering a sense of pride in belonging to the country
17. Organizing exhibitions, concerts, artistic workshops, and other cultural events that will promote Polish culture and art and facilitate the exchange of experiences with other countries.

• The Foundation strives to achieve its statutory objectives by engaging and reintegrating people from marginalized and excluded communities into professional and social life, in particular by activating people at risk of poverty and social exclusion, the long-term unemployed, and people with disabilities and mental disorders.
• Professional activation will be carried out with respect for the principles of equal treatment under the law, in particular in employment, regardless of age, gender, disability, religion, race, nationality, political beliefs, trade union membership, ethnic origin, religion, sexual orientation, gender identity, or any other reason that threatens exclusion from society.
• The foundation’s objectives may be changed by decision of the Foundation’s Management Board.

Types of activities of the Foundation

• The Foundation does not operate for profit; any income generated will be used to achieve its statutory objectives.
• The Foundation conducts economic activity to the extent necessary to achieve its statutory objectives.
• All income from economic activity is used to achieve the statutory objectives.
• In order to achieve its objectives, the Foundation may support the activities of other legal entities whose objectives are consistent with those of the Foundation.
• The Foundation may pursue its statutory objectives through membership in organizations that bring together Polish and foreign organizations whose statutory objectives are consistent with those of the Foundation.

• 4. Foundation assets and income
• The Foundation’s assets consist of the Foundation’s initial fund in the amount of PLN 2,000.00 (in words: two thousand zlotys 00/100), which is contributed in full by the Founder.
• The amount of PLN 1,000.00 (in words: one thousand zlotys 00/100) from the founding fund is allocated to the economic activity conducted by the Foundation.
• The Foundation’s assets shall be used to achieve its objectives.
• The funds for the implementation and coverage of the Foundation’s activities shall come from:
  1. the Foundation’s own assets;
  2. financial resources provided in the form of donations, subsidies, and grants by natural persons, legal persons, and other organizations;
  3. donations, inheritances, and bequests in the event of appointment to inheritance, the subject of which are cash, real estate, and movable property;
  4. interest on bank accounts, capital deposits, and securities;
  5. proceeds from public collections and events, lotteries organized by the Foundation on the basis of appropriate permits;
  6. loans taken out;
  7. monetary penalties awarded to the Foundation by a court;
  8. other proceeds and income,
  9. statutory paid activities and economic activities.
• The Foundation is liable for its obligations with all its assets.
• In matters of accepting donations and inheritance, statements required by law shall be made by the Foundation’s Management Board.
• The Foundation may establish funds, including special-purpose funds, in accordance with the donor’s wishes, bearing the donor’s name or company name.
• The Foundation may accumulate its funds in Polish or foreign currency in domestic or foreign banks.
• The Foundation may not grant loans or secure its assets for liabilities towards the Founder, members of the Foundation’s bodies, its employees, and persons with whom employees or members of the authorities are married, cohabiting, or in a direct line of kinship or affinity, a collateral line of kinship or affinity up to the second degree, or are related by adoption, guardianship, or custody (hereinafter referred to as: close persons).
• The Foundation’s assets may not be transferred to the Founder, members of the Foundation’s governing body or its employees on terms other than those established for persons not associated with the Foundation.

• 5. Foundation authorities

1. The Foundation has a monocratic structure.
2. The only body of the Foundation is the Foundation Management Board, which has general competence in the field of internal and external relations of the Foundation.

• 6. Foundation Management Board – general provisions

1. The Foundation’s Management Board (hereinafter referred to as the Management Board), i.e. the President of the Management Board, Vice-Presidents of the Management Board – if appointed, and Members of the Management Board, is the Foundation’s governing body – it manages the Foundation’s activities and represents it externally. It sets the general directions for the Foundation’s activities and exercises control over the Foundation.
2. The Management Board consists of 1 to 3 persons and is appointed by the Founder for a two-year term.
3. The function of a member of the Management Board may be performed for more than one term.
4. Persons who have been convicted of an intentional crime may not be members of the Management Board.
5. Membership in the Foundation’s Management Board expires on the date of:
   1. dismissal by the Founder or on one’s own initiative,
   2. death of a member of the Management Board,
   3. resignation by a member of the Management Board,
   4. final conviction for an intentional crime.

• 7. Foundation Management Board – functioning

1. The work of the Management Board is directed by the President of the Management Board.
2. Each member of the Management Board has the right and obligation to conduct the affairs of the Foundation. A resolution must be adopted in order to perform activities exceeding the scope of ordinary management.
3. Meetings of the Management Board are held as necessary, at least once a year. Meetings of the Management Board are convened by the President of the Management Board:
4. on his own initiative,
5. at the request of another member of the Management Board,
6. at the request of other bodies of the Foundation or the Founder (other circumstances may be indicated).
7. The Founder may participate in Management Board meetings in an advisory capacity.
8. Members of the Management Board should be notified of the date of the meeting in writing or in another customary manner at least three days before the scheduled meeting.
9. The Management Board shall make decisions at its meetings in the form of resolutions by a simple majority of votes.
10. The decisions of the Management Board shall be made in the form of resolutions.
11. In financial matters, a unanimous consent of all members of the Management Board is required to adopt a resolution whose subject matter exceeds the value of PLN 100,000.00 (in words: one hundred thousand zlotys 00/100).
12. In the case of a single-member management board, the President of the management board is authorized to make declarations of will on behalf of the Foundation. In the case of a management board consisting of two or more persons, the President alone or two Vice-Presidents jointly, two members jointly, or one Vice-President and one member of the Management Board jointly.
13. The course of the meeting and the content of the resolutions adopted, together with the results of the vote, shall be recorded in the minutes signed by the Management Board. The minutes shall be kept for at least 5 years.
14. Members of the Management Board may be employed by the Foundation on the basis of an employment contract or a civil law contract.
15. All contracts with members of the Management Board shall be concluded by a representative appointed for this purpose.

• 8. Foundation Management Board – powers and rules of procedure

1. The Management Board shall be responsible in particular for:
2. determining the main areas of activity of the Foundation,
3. defining the manner of achieving the Foundation’s objectives,
4. amending the Statutes,
5. adopting and approving the Rules of Procedure of the Management Board,
6. adopting a merger with another foundation or the liquidation of the Foundation,
7. managing the day-to-day activities of the Foundation,
8. developing annual and long-term action plans and annual budgets, as well as programs for achieving the Foundation’s objectives,
9. preparing annual reports on the activities of the Management Board and the state of the Foundation’s assets and submitting them to the relevant authorities,
10. managing the Foundation’s assets,
11. incurring liabilities on behalf of the Foundation,
12. establishing branches, subsidiaries, representative offices, and other local offices of the Foundation,
13. accepting donations, inheritances, bequests, subsidies, grants, or other financial contributions.
14. The Management Board shall act in accordance with the Rules of Procedure of the Management Board.
15. Each member of the Management Board has one vote when adopting resolutions.
16. The Management Board adopts resolutions by a simple majority of votes in the presence of at least half of its members, including the President.
17. The Management Board may appoint proxies.

• 9. Foundation Management Board – other provisions

1. The members of the Management Board are appointed by the Founder. The President and members of the Management Board may receive remuneration for their functions performed for the Foundation.
2. The Management Board is responsible for the proper financing of the Foundation’s statutory activities and the sustainability of the Foundation’s assets.

• 10. Business activity

The Foundation may conduct economic activity in Poland and abroad, in accordance with the applicable regulations and to the extent necessary to achieve the Foundation’s statutory objectives. The Foundation’s economic activity may include:

1. PKD 96.04.Z – Services related to improving physical condition;
2. PKD 88.10. Z – Social assistance without accommodation for the elderly and disabled;
3. PKD 85.59.B – Other forms of out-of-school education, not classified elsewhere;
4. PKD 59.20. Z – Sound and music recording activities;
5. PKD 58.19.Z – Other publishing activities
6. PKD 47.91.Z – Retail sale via mail order houses or via the Internet
7. PKD 93.19.Z – Other activities related to sports;
8. PKD 96.09.Z – Other service activities not classified elsewhere;
9. PKD 85.60.Z – Activities supporting education;
10. PKD 84.21.Z – Foreign affairs;
11. PKD 98.20.Z – Households providing services for their own needs;
12. PKD 86.90.D – Paramedical activities;
13. PKD 86.90.E – Other healthcare activities not classified elsewhere;
14. PKD 88.99. Z – Other social assistance without accommodation not classified elsewhere;
15. PKD 90.03.Z – Artistic and literary creative activities;
16. PKD 93.29. B- Other entertainment and recreational activities;
17. PKD 93.20.B – Other entertainment and recreational activities, not classified elsewhere;
18. PKD 84.12.Z – Management of activities related to health care, education, culture, and other social services, excluding social security.
19. PKD 56.29.Z – Other food service activities;
20. PKD 56.30.Z – Preparation and serving of beverages;
21. PKD 56.10.B – Mobile food service activities;
22. PKD 62.09.Z – Other information technology and computer service activities
23. PKD 63.12.Z – Internet portal activities
24. PKD 73.12.C – Intermediation in the sale of advertising space in electronic media (Internet)
25. PKD 58.11.Z – Book publishing
26. PKD 58.13.Z – Newspaper publishing
27. PKD 58.14.Z – Publishing of magazines and other periodicals

• 11. Merger of Foundations

1. The Foundation may merge with another foundation on terms agreed by the parties.
2. The merger may take place through acquisition or through the establishment of a new foundation.
3. The decision on the merger shall be made by the Management Board.
4. The merger shall not result in any change to the Foundation’s objectives.
5. The Management Board shall be the body authorized to determine the terms and conditions of the merger and to perform all activities related to the merger.

• 12. Dissolution of the Foundation

1. The Foundation shall be liquidated upon achieving the objectives for which it was established.
2. The decision on liquidation shall be made by the Management Board in consultation with the Founder.
3. The liquidators of the Foundation shall be the members of the last Management Board or a person/persons designated by the Founder.
4. The financial resources and assets remaining after the liquidation of the Foundation may be allocated by resolution of the Founder to organizations operating in the Republic of Poland with similar objectives.

• 13. Final provisions

1. The Founder shall not be liable for the obligations of the Foundation, and the Foundation shall not be liable for the obligations of the Founder.
2. Amendments to the Foundation’s Statutes shall be made by the Foundation’s Management Board by an absolute majority of votes, with at least half of the members entitled to vote present.
3. Amendments to the Statutes do not require the Founder’s approval.
4. In matters not covered by these Statutes, the provisions concerning private law foundations shall apply.
5. The Foundation’s financial year shall be the calendar year, with the proviso that the Foundation’s first financial year shall end on December 31, 2025.

The Statute shall enter into force on the date of the Foundation’s entry into the National Court Register.