Statutes of the Kummer-Vanotti Foundation

Statutes of the Kummer-Vanotti Foundation

Preamble

 

The founders are particularly committed to improving environmental protection worldwide. They therefore intend to use the foundation to support projects that contribute to a sustainable improvement of the environmental situation in Germany and, if necessary, in the rest of the world. The founders are also very interested in art and want to support artists. To this end, the Foundation will, among other things, award an art prize to an artist whose work of art makes a contribution to sustainable environmental protection.

§ 1 Name, legal form, seat and fiscal year

(1) The foundation “Kummer-Vanotti-Stiftung – Environment and Art” with its seat in 53619 Rheinbreitbach pursues exclusively and directly – non-profit – purposes in the sense of the section “tax-privileged purposes” of the tax code.

(2) It is a public foundation under civil law with legal capacity.

(3) The financial year of the foundation is the calendar year.

§ 2 Purpose of the Foundation

(1) The purpose of the Foundation is to promote environmental protection. A further purpose of the Foundation is the promotion of art as well as the promotion of science and research.

(2) The purpose of the Foundation shall be realized in particular through measures to improve the environment. One of the focal points shall be the recycling of materials and the sustainable

use of resources. Furthermore, projects for a resource-saving, sustainable nutrition of the world as well as other projects serving a sustainable environmental protection are promoted. The projects can be carried out in Germany and abroad. The promotion of art is to be achieved by means of a regular prize awarded to artists whose works of art make a special contribution to sustainable environmental protection and resource conservation. However, grants or individual support for artistic projects related to environmental protection are also possible. The Foundation may also support research projects for the sustainable improvement of the environment.

(3) The purpose of the Foundation is also to raise funds in accordance with Section 58 No. 1 of the German Fiscal Code (AO) to promote the aforementioned tax-privileged purposes for the realization of the tax-privileged purposes of another corporation or for the realization of tax-privileged purposes by a corporation under public law.

(4) The Foundation shall perform its tasks itself or through an auxiliary person within the meaning of Section 57 (1) sentence 2 AO, unless it acts by way of fundraising pursuant to Section 58 no. 1 AO. The foundation may maintain special-purpose enterprises in order to realize the purpose of the foundation.

 

§ 3 Non-profit status

(1) The Foundation shall act selflessly. It does not primarily pursue its own economic purposes. The funds of the Foundation may only be used for the purposes set out in the Articles of Association. The founders and their heirs shall not receive any benefits from the Foundation’s funds.

(2) No person may benefit from expenditures that are alien to the purpose of the Foundation or from disproportionately high remuneration.

§ 4 Foundation assets

(1) The assets of the foundation are derived from the foundation transaction.

(2) The assets of the Foundation shall be maintained permanently and undiminished and shall be invested safely and profitably. In this context, the highest possible investment in shares may be chosen within the framework of what is legally and fiscally permissible. Investment in and interest-bearing lending to companies operated as social businesses is also possible within the framework of tax and other legal requirements.

(3) Asset reallocations are permitted. Reallocation gains may be used in whole or in part to fulfill the purpose of the Foundation.

(4) The Foundation’s assets shall be endowed with the contributions intended for this purpose (endowments). The Foundation may accept such endowments. It may also allocate donations without a specific purpose to the assets on the basis of a disposition upon death.

§ 5 Use of income from assets and donations

(1) The Foundation shall fulfill its tasks from the income from the assets of the Foundation and from donations which are not expressly intended to strengthen the assets of the Foundation. This does not include the formation of reserves or additions to the assets of the Foundation in accordance with Section 62 (1) No. 3 AO.

(2) The Foundation may allocate all or part of its funds to a reserve, insofar as this is permissible within the framework of its non-profit status for tax purposes.

(3) In order to maintain the value of the Foundation, parts of the annual income may be allocated to a free reserve to the extent permitted by tax law in order to maintain the substance of the Foundation and to compensate for inflation.

§ 6 Organs of the Foundation

(1) The organs of the Foundation are the Board of Directors and, optionally, a Board of Trustees.

(2) The members of the Foundation’s bodies shall work on an honorary basis. However, they are entitled to reimbursement of their necessary expenses and outlays. An expense allowance may be granted within the framework of the lump sum pursuant to § 3 No. 26 a of the German Income Tax Act.

(3) A member of one body may not at the same time be a member of another body.

 

§ 7Executive Board

(1) The Executive Board shall consist of at least 2 members.

(2) The first executive board is appointed in the foundation deed. During their lifetime, the founders shall be members of the Executive Board; they may appoint further members of the Executive Board and designate the chairperson from among their number. The founders shall be entitled to resign from office at any time.

(3) After the retirement of a founder, the Board of Trustees, if a Board of Trustees has been established, shall appoint a new member of the Board of Management on the proposal of the remaining members of the Board of Management. Reappointments are permissible. The term of office of the members of the Board of Management shall be four years. The Board of Management shall elect a Chairperson and a Deputy Chairperson from among its members after the Founders have retired and the Board of Management has been completed.

(4) If no Board of Trustees has been established, the remaining founder shall appoint the necessary members of the Board. Should both founders die at the same time, the Executive Board shall be filled by the remaining additional members of the Executive Board. If there are no further members of the Board of Management, the legal heirs of the founders shall appoint at least two members of the Board of Management by simple majority.

(5) The office of a member of the Executive Board who is not a founder shall end upon expiry of the term of office – or upon reaching the age of 80. In such cases, the member of the Board of Management shall remain in office until a successor has been appointed. The term of office shall further end upon death and

resignation, which is permissible at any time. In these cases, the remaining Executive Board members shall form the Executive Board. Until the successor takes office, they alone shall continue to perform the tasks of the day-to-day administration of the Foundation that cannot be postponed. A retired member of the Board of Management shall be replaced without delay. Members of the Board of Management appointed by the founder may be dismissed by the founder, while other members of the Board of Management may be dismissed by the Board of Trustees or the Board of Management at any time for good cause. They must be given the opportunity to comment beforehand. The dismissed member may have the justification for the dismissal reviewed by the courts within a period of one month of becoming aware of it. In the event of a legal dispute, the rights of the dismissed member shall be suspended until the court has reached a final or interim decision. Only then can a legal successor be appointed.

 

§ 8Tasks of the Executive Board

(1) The Executive Board shall decide on its own responsibility in all fundamental matters in accordance with the Articles of Association and shall conduct the day-to-day business of the Foundation. It has the position of a legal representative and represents the Foundation in and out of court. The members of the Foundation’s Board of Directors are authorized to represent the Foundation individually.

Internally, the Chairman of the Foundation Board shall represent the Foundation alone, and in the event that he is prevented from doing so, the Deputy Chairman shall do so.

(2) Within the framework of the Foundation Act and these Foundation Statutes, the Executive Board shall fulfill the will of the founder as effectively as possible. Its tasks are in particular:

– the administration of the assets of the Foundation

– the use of the foundation’s funds

– the preparation of an annual financial statement with a statement of assets and liabilities, and a report on the fulfillment of the foundation’s purpose,

– passing resolutions on the conversion of the foundation into a consumer foundation,

– resolutions on amendments to the Articles of Association.

(3) For the preparation of its resolutions, the execution of its tasks and, in particular, the performance of current business, the Executive Board may appoint a managing director and call in experts. In this case, the managing director shall have the status of a special representative within the meaning of § 30 BGB.

 

§ 9 Resolutions of the Executive Board

(1) Resolutions of the Executive Board are usually passed at meetings. The Executive Board shall be convened for a meeting by the Chairperson or his/her deputy as required, but at least once a year, stating the agenda and giving two weeks’ notice. Meetings shall also be convened if 1 member of the Executive Board so requests. If no member of the Board objects, resolutions may also be adopted by written procedure.

(2) A member of the Board of Management may be represented at the meeting by another member of the Board of Management. No Executive Board member may represent more than one other Executive Board member. The representation rule shall not apply to resolutions under sections 12 and 13 of these Articles of Association.

(4) To the extent permitted by tax law, the Foundation may donate funds to another tax-privileged corporation or to a legal entity under public law for the purpose of endowing assets.eht aufgrund dieser Satzung nicht.

 

(3) The Executive Board shall constitute a quorum if, after due summons, at least half of its members, including the Chairperson or his/her Deputy, are present or represented. Errors in the summons shall be deemed to have been remedied if all members are present and no one objects. At least two thirds of the members of the Executive Board must participate in a written vote.

(4) The Executive Board shall make its decisions by a simple majority of the members present or participating in the written vote, unless the Articles of Association provide otherwise. In the event of a tie, the Chairman, or alternatively his deputy, shall have the casting vote.

(5) Minutes shall be taken of the meetings and signed by the chairman of the meeting and the person taking the minutes. They shall be brought to the attention of all members of the Executive Board and the Chairman of the Board of Trustees.

(6) Further regulations concerning the business of the Executive Board and those legal transactions which require the approval of the Board of Trustees for their execution may be contained in rules of procedure to be issued by the Board of Trustees.

 

§ 10 Board of Trustees

(1) The Board of Trustees may be established by the Executive Board. It shall consist of at least 3 members. If the Executive Board decides to establish a Board of Trustees, the first Board of Trustees shall be appointed by the Executive Board.

(2) If a member of the Board of Trustees resigns, the Board of Trustees shall elect a successor on the proposal of the Executive Board. Re-elections are permissible. The term of office of the members of the Board of Trustees shall be four years. The Board of Trustees shall elect a chairperson and a deputy chairperson from among its members.

(3) The Board of Trustees should include persons who, on the one hand, have special expertise and experience with regard to the fulfillment of the Foundation’s tasks. One member should be an expert in financial and economic matters. Members of the Board of Trustees may not at the same time be members of the Executive Board.

(4) The office of a member of the Board of Trustees shall end upon expiration of the term of office or upon reaching the age of 80. In such cases, the member of the Board of Trustees shall remain in office until a successor has been appointed. The office further ends by death and by resignation, which is permissible at any time. In these cases, the remaining members of the Board of Trustees shall form the Board of Trustees. Until the successor takes office, they alone shall continue to perform the duties that cannot be postponed. A retired member of the Board of Trustees shall be replaced immediately by the Board of Trustees by election.

(5) A member of the Board of Trustees may be dismissed by the Board of Trustees in a joint meeting with the Executive Board at any time for good cause. The resolution shall require a majority of the members of the Board of Management and the Board of Trustees. The member concerned shall be excluded from voting in this vote. He or she must be given the opportunity to comment beforehand. The dismissed member may have the justification for the dismissal reviewed by the courts within one month of becoming aware of the matter. In the event of a legal dispute, the rights of the dismissed member shall be suspended until the court has reached a final or interim decision. Only then can a legal successor be appointed.

(6) Further regulations concerning the business of the Board of Management and those legal transactions for the execution of which the Board of Management requires the consent of the Board of Trustees may be contained in rules of procedure to be issued by the Board of Trustees.

 

§ 11 Tasks and Resolutions of the Board of Trustees

(1) The Board of Trustees shall advise, support and supervise the Executive Board within the framework of the Foundation Law and these Foundation Statutes in order to fulfill the will of the Founder as effectively as possible. Its tasks are in particular:

– Recommendations for the management of the Foundation’s assets,

– Recommendations for the use of the Foundation’s funds,

– Approval of the annual financial statements with a statement of assets and liabilities and the report on the fulfillment of the foundation’s purpose,

Discharge of the Board of Directors,

– appointment of members of the Board of Management.

(2) The Board of Trustees may call in experts to prepare its resolutions.

(3) The Board of Trustees shall hold an ordinary meeting at least once a year. An extraordinary meeting shall be convened if at least half of the members or the Board of Management so request. The members of the Board of Management, the Managing Director and experts may attend the meetings of the Board of Trustees in an advisory capacity.

(4) Section 9 shall apply mutatis mutandis to the passing of resolutions by the Board of Trustees. The Board of Trustees may adopt its own rules of procedure.

§ 12 Amendment of the Articles of Association

(1) The organs of the Foundation may resolve amendments to the Articles of Association if the purpose of the Foundation or the organization of the Foundation is not substantially changed thereby.

(2) The governing bodies of the Foundation may resolve to extend or amend the purpose of the Foundation , to merge with another foundation or to dissolve the Foundation if a significant change in circumstances has occurred.

(3) Resolutions on amendments to the Articles of Association shall be adopted by the Board of Management or, if a Board of Trustees has been established, at a joint meeting of the Board of Management and the Board of Trustees. The resolution to amend the Articles of Association shall require a majority of two-thirds of the members of the Board of Management or of the members of the Board of Management and the Board of Trustees. In the latter case, a 2/3 majority must be achieved in each of the bodies.

(4) Resolutions on amendments to the Articles of Association shall be agreed with the competent tax office and the foundation authority before the resolution is adopted. Resolutions passed thereafter shall require the approval of the foundation authority. They shall be notified to the competent tax authority together with a statement to that effect.

 

§ 13 Dissolution, conversion into a consumer foundation

(1) The governing bodies of the foundation may resolve to dissolve or merge the foundation if the purpose of the foundation becomes impossible or if the circumstances change in such a way that the permanent and sustainable fulfillment of the purpose of the foundation no longer appears reasonable. They shall also resolve on the conversion into a consumption foundation if, in the opinion of the deciding bodies, the income from the foundation’s assets is not sufficient to continue to pursue the foundation’s purpose in a meaningful manner. In this case, the assets of the foundation are to be used up in order to realize the purpose of the foundation, whereby they may be used up completely at the earliest within 10 years after the resolution on the conversion.

(2) Resolutions on dissolution or merger may only be passed by the Board of Management or, if a Board of Trustees has been established, at a joint meeting of the Board of Management and the Board of Trustees. The resolution shall require a majority of three quarters of the members of the Executive Board or of the Executive Board and the Board of Trustees. In the latter case, the required three-quarters majority must be achieved in both bodies.

(3) Resolutions on dissolution or merger shall not take effect until they have been approved by the foundation authority. They shall be notified to the competent financial authority together with a statement to that effect.

§ 14 Accumulation of assets

In the event of the dissolution of the Foundation or the discontinuation of its previous tax-privileged purpose, the following shall apply

the assets of the Foundation shall pass to a corporation recognized as serving tax-privileged purposes or to a corporation under public law which must use them exclusively and directly for the promotion of environmental protection or the promotion of the arts. The Board of Directors shall decide by majority vote on the selection of the tax-privileged receiving body in the event of dissolution.

 

§ 15 Foundation Supervision

(1) The Foundation shall be subject to state supervision in accordance with the foundation law applicable in the State of Rhineland-Palatinate.

(2) The foundation authority shall be informed of the affairs of the foundation at any time upon request. Notifications of changes in the composition of the foundation’s bodies as well as the annual financial statements with a statement of assets and liabilities and a report on the fulfillment of the foundation’s purpose shall be submitted without being requested.