OF THE SUE RYDER FOUNDATION
The Sue Ryder Foundation is a monument of millions of people that sacrificed and sacrifice their lives during wars to defend human values and those who suffer and die as a result of persecution.
The Sue Ryder Foundation, whose goal is to bring relief to suffering persons, requires personal devotion to persons in need and love for those that are not loved and are moved onto the margins of the human family because of their race, religion, disability or age.
The idea of the Sue Ryder Foundation is to notice and actively counteract suffering. To meet this challenge, we must resign from egoism and devote ourselves to people in need.
The Sue Ryder Foundation, hereinafter referred to as the Foundation, established by the Founder, Sue Ryder, Lady Ryder of Warsaw on the basis of her statement made before Waldemar Leśniewski, Notary Public, Notary Public’s Office in Warsaw, ul. Gałczyńskiego 4 on 11 July 1991 (Reg. A No. 1626/91), operates on the basis of the Foundations Act of 6 April 1984 (Journal of Laws No. 1991.46.203, as amended), the Public Benefit and Voluntary Services Act of 24 April 2003 (Journal of Laws No. 2003.96. 873) and this Statute.
1. The Foundation operates in the Republic of Poland.
2. The lifetime of the Foundation is unlimited.
3. The Foundation may cooperate with international organisations with similar statutory goals.
1. The Foundation’s registered office is located in the capital city of Warsaw.
2. The Foundation may establish and operate subsidiaries or centres within its operating territory.
1. The Foundation uses a round stamp with an inscription containing its name and registered office in the surround.
2. The stamp also contains the Foundation’s graphical sign with the inscription Rosemary for remembrance.
1. The Foundation is supervised by a minister in charge of social policy.
2. The Foundation is independent of foundations acting under the same or similar name in other countries
Goals, resources and operating rules of the Foundation
The goals of the Foundation are as follows:
provide support to people that suffer or need warmth and personal help because of bad living conditions or for social and health reasons and take up actions aiming at removing or easing their suffering.
The Foundation achieves its goals in particular by:
1. Maintaining contacts and cooperating with Sue Ryder Houses established in Poland and initiating the establishment of new Sue Ryder Houses;
2. Developing voluntary service for the Foundation and in the Foundation’s operating areas, including training on taking care of old, ill, disabled and poor persons;
3. Arranging for care services for old, ill, disabled and poor persons and aiming at providing nursing and additional related services and equipment that will simplify the life of the disabled or other persons that need to be cared of for other reasons;
4. Taking cancer prophylactic actions, in particular aimed at early cancer diagnosis;
5. Making public and local authorities and society interested in the life of old, ill, disabled and poor people in accordance with the Founder’s intentions;
6. Popularising the knowledge of life and charity ideas of the Founder and managing the Sue Ryder Museum and Archives;
7. Operating in the zone of public duties by selling donated things for the purposes connected with the public benefit organisation’s operation.
8. Providing in-kind and financial support, including donations, for ill, disabled, poor, socially excluded or otherwise disadvantaged persons.
9. Carrying out activity, including donations, for non-governmental organisations and other entities that carry out actions in the public benefit operating zone with regard to the performance of public benefit duties.
To achieve its goals, the Foundation may:
1. Support the operation of other legal and natural persons whose activity overlaps with the Foundation’s statutory goals. To achieve its goals, the Foundation may also enter into joint ventures with those persons;
2. Carry out business activity related to retail trade. The whole income from such activity will be allocated to the Foundation’s statutory goals.
The Foundation achieves its goals in accordance with applicable legal regulations, including the Foundations Act, and this Statute.
Authorities of the Foundation
The bodies of the Foundations:
Management Board of the Foundation
The Management Board of the Foundation manages the Foundation’s operations and represents the Foundation.
- 1. The Management Board of the Foundation is composed of at least 3 members.
- The First Management Board of the Foundation was appointed by the Founder.
- The Management Board may supplement or expand the number of Management Board members by appointing new members on the basis of a resolution to be adopted by the absolute majority of votes.
- The Management Board appoints the Chairman of the Management Board and the Vice-chairman of the Management Board out of Management Board members.
- If the number of Management Board members exceeds 5 persons, the Management Board appoints the Presidium out of Management Board members. The Presidium is composed of the Chairman, Vice-chairman and one Member of the Management Board.
- Management Board members perform their functions on a voluntary basis.
- If all Management Board members resign at the same time, the outgoing Management Board must appoint a new Management Board composed of at least 3 members.
Authorities and duties of the Management Board:
a) adopting the Foundation’s operational programmes and action plans;
b) representing the Foundation;
c) managing the Foundation’s assets;
d) allocating funds to the Foundation’s activity;
e) acting as an employer and appointing the Director of the Foundation, who acts as an employer for Foundation staff and heads of the Foundation’s establishments and centres;
f) defining rules of employment and rules of remuneration for the Foundation’s employees;
g) adopting internal regulations, like an employee handbook and the Management Board’s operating rules, rules of the Foundation’s establishments and centres, instructions on administration and financial and business activity.
The Management Board meets if necessary, however at least once a quarter.
The Chairman of the Management Board or, if absent, the Vice-chairman of the Management Board must call a Management Board meeting at a request of a supervising minister or of at least two Management Board members at the latest within 14 days of request receipt.
Management Board members should be notified of Management Board meetings and a meeting agenda at least 7 days before the meeting date.
Management Board meetings are chaired by the Chairman or Vice-chairman.
- The Management Board may adopt resolutions provided that the meeting is attended by at least a half of Management Board members.
- The Management Board’s resolutions are adopted by the absolute majority of votes cast by Management Board members present at the meeting, except for amendments to the Statute and liquidation of the Foundation.
- The term of a Management Board member expires as of his/her dismissal or death.
- A Management Board member is dismissed if the member:
a) hands his/her resignation;
b) is permanently incapable of performing the function;
c) does not perform the duties of a Management Board member for more than one year;
d) betrays the ideas of the Foundation and/or materially violates the Foundation’s Statute.
On behalf of the Foundation, statements may be made by the Chairman and Vice-chairman acting jointly or the Chairman or the Vice-chairman acting jointly with one of Management Board members.
The Management Board of the Foundation is served by the Foundation Bureau.
1. The Foundation Bureau is managed by a director to be employed by the Management Board of the Foundation on the basis of an employment contract.
2. Duties, working conditions and remuneration of the Director are set out by the Management Board of the Foundation.
- The Management Board of the Foundation must not:
a) grant loans or secure any liabilities with the Foundation’s assets for members of the Foundation’s authorities or the Foundation’s employees and spouses, cohabiting persons, relatives or kinsmen by lineal affinity or collateral affinity up to the second degree of, or related by adoption, care or custody with, members of the Foundation’s authorities or the Foundation’s employees (hereinafter referred to as “related persons”);
b) hand the Foundation’s assets over to members of the Foundation’s authorities or the Foundation’s employees or their related persons on terms and conditions other than those applicable to third parties, in particular if the assets are to be handed over free of charge or under preferential conditions;
c) use the assets for the Foundation’s assets over to members of the Foundation’s authorities or the Foundation’s employees or their related persons, unless this directly stems from a statutory goal;
d) buy any goods or services from entities where members of the Foundation’s authorities or the Foundation’s employees or their related persons have any share under terms and conditions other than those applicable to third parties or at prices exceeding market prices.
- A Management Board member may not be a person sentenced by final judgement for an intentional crime prosecuted by public indictment or for a fiscal crime.
The Audit Committee is a collegial body that audits and supervises the foundation and supervises the Foundation’s operation son an ongoing basis.
The Audit Committee assesses whether the Foundation’s books of account and accounting documents comply with legal regulations and the actual situation.
To perform its duties, the Audit Committee may examine all documents of the Foundation and request the Management Board of the Foundation for explanations and reports, as well as inspect the Foundation’s assets.
- As regards to internal audit and supervision, the Audit Committee does not report to the Management Board.
- Audit Committee members may not be Management Board members at the same time and may not be spouses, cohabiting persons, relatives or kinsmen by affinity or subordinates of Management Board members.
- An Audit Committee member may not be a person sentenced by final judgement for an intentional crime prosecuted by public indictment or for a fiscal crime.
The Audit Committee is composed of at least three members.
Audit Committee members perform their functions on a voluntary basis.
The First Audit Committee established after the death of the Founder, Lady Sue Ryder, is appointed out of existing members of the Management Board of the Foundation.
1. The Audit Committee appoints a Chairman and Vice-chairman out of Audit Committee members.
2. Upon the first Audit Committee is constituted, it becomes a body independent of the Management Board of the Foundation.
The Audit Committee may supplement or expand the number of Audit Committee members by appointing new members on the basis of a resolution to be adopted by the absolute majority of votes.
The Audit Committee meets if necessary, however at least once a quarter.
Assets and income of the Foundation
1. The Foundation’s assets comprises of a foundation capital and financial resources, real estate and movables acquired by the Foundation during its operation.
2. The Foundation may earn income from:
a) subventions from legal persons;
b) movables, real estate and property rights;
c) paid public benefit activity;
d) business activity;
e) donations, inheritances and bequests;
f) public collections and events;
h) interest on funds kept in the Foundation’s bank accounts.
The assets referred to in § 34 is used to achieve the Foundation’s statutory goals.
Fixed assets of the Foundation may be used if:
a) this is justified by the Foundation’s goal;
b) it is subject to natural wear and tear;
c) the maintenance of the fixed assets posts a threat to the Foundation’s economic life.
On the basis of the Management Board’s resolutions, the Foundation may establish a reserve fund by allocating part of income from the Foundation’s paid public benefit activity to that fund.
Income from subventions, donations, inheritances and bequests may be used to achieve any of the Foundation’s statutory goals, unless donors decide otherwise.
Income from public collections and events may be used only in accordance with a goal for which it has been earned.
If the Foundation is entitled to inherit, the Management Board of the Foundation makes a statement on taking over the inheritance under benefit of inventory, however only if, when the statement is made, it is obvious that the estate substantially exceeds the debts.
No amendments to the Statute of the Foundation may change the Foundation’s goals to a significant extent.
The Statute of the Foundation may be amended by the Management Board’s resolution to be adopted by the majority of 2/3 of votes.
The Foundation is liquidated if all its funds and assets are exhausted.
- A resolution on the liquidation of the Foundation is made by the Management Board of the Foundation in the presence of at least 2/3 of Management Board members by the majority of 2/3 of votes.
- A liquidator of the Foundation is the Management Board of the Foundation or a person/persons appointed by the Management Board.
- The Management Board notifies a minister that supervises the Foundation of the content of the liquidation resolution.
- Assets remaining after the liquidation of the Foundation will be allocated to charity, as defined by the Management Board of the Foundation.