Charter of the Stiftung Kultur für kinder

$1 Name, Registered Office, Legal Form

(Foundation Culture for Children )

The Foundation operates under the name of

Stiftung Kultur für Kinder

1st Draft English Translation up to 31.12.2010

It is headquartered in Düsseldorf.It is having the legal form of a foundation with an escrow holder under German civil law. 

§2 Purpose
  • The Foundation exclusively and directly pursues charitable and benevolent purposes in the sense of>the Section entitled “Tax-privileged purposes” of the Fiscal Code of Germany (Abgabenordnung, AO). The purpose of the Foundation is a) to promote learning and education and b) art and culture and c) to support needy individuals as defined in Section § 53 of the Fiscal Code of Germany (AO) on both a national and international level.
  • The purpose of the Foundation shall be achieved in particular by means of:

a) promoting the artistic education (creative arts, theatre, music) of children aged 6 and above, primarily from socially and/or educationally disadvantaged families, by enabling such children to attend a corresponding school or educational facility;

b) awarding scholarships, prizes or similar allowances to children aged six and above in relation to artistic activity;

c) organizing and holding cultural activities and events with children;

d) introducing children to art, music, theatre and culture;

e) imparting knowledge on the organization of artistic and creative activities with children to institutions or facilities undertaking such activities;

f) promoting cooperation with cultural institutions and event>s on a local, national and international basis;

g)supporting charitable organizations whose aim is to promote the cultural education and development of children and who pursue the other objects of this Foundation.

  • Support by the Foundation should not lead to the refusal of public support at the expense of the Foundation. The Foundation in particular shall not undertake any obligatory public duties.
§3 Altruism/Use of Foundation Funds
  • The Foundation works on an altruistic basis; it does not pursue goals primarily serving its own economic interests.
  • Foundation funds may only be used for the purposes set down in the Charter. No person may benefit from expenditure unrelated to the purpose of the Foundation or from disproportionately high remuneration.
  • In addition to direct support, the Foundation may in order to achieve the aforementioned purposes create a further tax-privileged corporate body or a corporate body under public law as defined by Section § 58 No. 1 AO or allocate its own funds to said body.
  • The allocation of funds is incumbent on the Executive. No legal entitlement to the allocation of Foundation funds exists.
  • The Founders and their heirs and/or legal successors shall not be entitled in this capacity to the allocation of Foundation funds.
§4 Foundation Assets
  • The basic assets of the Foundation are made up of the assets allocated to the Foundation through the act of foundation.
  • The Foundation assets may be increased without restriction by external donations under the conditions set down in Section § 58 No. 11 AO. Acceptance of external donations must be approved by the Executive. The latter may only refuse its approval for good cause.
  • The assets of the Foundation shall be maintained undiminished on a continuous basis. Recourse to the substance of the Foundation assets is only permissible with the prior consent of the supervisory authority in the event that the intention of the founder cannot be realized in any other way and the Foundation’s existence is assured for an appropriate period of time. The Executive of the Foundation is entitled to sell any external donations consisting in total or in part of material assets in order to regroup its assets. The proceeds of the sale from the regrouping of assets shall flow directly into the assets of the Foundation. Donations from testamentary dispositions may flow into the assets of the Foundation if the bequeather party has not stipulated how the donation is to be used.
  • Revenues from the assets of the Foundation and donations minus administrative costs shall be used to achieve the purpose of the Foundation as set down in the Foundation Charter only.
  • Free and earmarked reserves may be created on condition that the tax-privileged status is not endangered as a result.
§5 Foundation Organs

The organs of the Foundation are:

a) the Board of Trustees and
b) the Executive.

Simultaneous membership of the Executive and the Board of Trustees is not permissible.

The members of the Foundation organs are liable for intent and gross negligence only.

§6 Composition of the Board of Trustees
  • The Board of Trustees is made up of at least three and a maximum of five members. The members are appointed for the first time on the act of foundation. The Board of Trustees shall elect a Chairperson from among its members. The members of the Board of Trustees shall retire from the Board of Trustees at the latest on reaching the age of 75.
  • When a member steps down from the Board of Trustees, the remaining members of the Board of Trustees shall elect a new member. In the event of a tie, the Chairperson shall cast the deciding vote.
  • The members of the Board of Trustees work in an honorary capacity. They may not receive any pecuniary advantage. They are entitled to reimbursement of their necessary and appropriate outlays and expenditures.
§7 Duties of the Board of Trustees
  • The Board of Trustees is responsible for overseeing the Executive and in particular for ensuring that the intention of the founders is complied with:
  • The Board of Trustees in particular decides on

a) the annual financial statements and formal approval of the actions of the
b) appointment of the annual
c) the business plan in so far as it requires such a plan from the Executive;
d) appointment and dismissal of members of the Executive for good cause;
e) amendments to the Charter;
f) merger or dissolution of the Foundation in accordance with this Charter as proposed by the Executive.

  • The Board of Trustees is authorized in particular cases to release the entire Executive or individual members thereof from the restrictions set down under Section § 181 of the German Civil Code (BGB).
§8 Meetings and Resolutions of the Board of Trustees
  • The Board of Trustees shall convene at least once a year. Its meetings shall be called by the Chair of the Board of Trustees two weeks in advance on submission of the agenda. The Board of Trustees shall also convene if a minimum of two members request a meeting and state the matter to be discussed.
  • The Board of Trustees constitutes a quorum if half of its members, including the Chair or the Chair’s deputy, are present.
  • The Board of Trustees passes resolutions with a simple majority of the votes cast, unless otherwise stipulated in this Charter. In the event of a tie, the Chair, or in the absence of the Chair his or her deputy, shall cast the deciding vote.
  • Resolutions may also be set down in writing, by fax or in electronic form if all members have given their consent or are involved in the process. This does not apply to the appointment and dismissal of members of the organs of the Foundation or to amendments to the Charter, mergers with other Foundations or the dissolution of the present Foundation.
  • The outcome of the meeting shall be recorded in a written report, which shall be signed by the Chair or Deputy Chair.
§9 Board of Directors
  • The Board of Directors is composed of two up to a maximum of five persons. The first Board of Directors shall be appointed on the act of foundation. Claudia Seidensticker shall be a member and the Chair of the first Board of Directors. She shall be a lifelong member of the Board of Directors and may only be discharged for good cause. At the end of the period of office of the first Board of Directors, the members shall be appointed by the Board of Trustees.
  • The period of office of the members of the Board of Dorectors is four years. Reappointment, including repeated reappointment, is permissible. Should a member of the Board of Directors leave the board before the end of his or her period of service, a new member shall be elected by the remaining members of the Executive for the remaining period of service of the former member. The Board of Directors shall elect a Chair and his or her Deputy from its members.
  • The members of the Board of Directors may be discharged for good cause before the end of their period of service by the Board of Trustees with a 2/3 majority or by the Foundation authority. Good cause shall also apply in the event that a member of the Board of Directors is no longer in a position to regularly meet his or her obligations as a director of the Foundation, for example on account of serious mental or physical illness.
  • The members of the Board of Directors work in an honorary capacity and may not receive any pecuniary advantages. They shall solely receive reimbursement for their necessary and appropriate outlays and expenditure in accordance with relevant resolution of the Board of Directors.
§10 Duties of the Board of Directors
  • The >Executive shall represent the Foundation in and out of court.
  • The Foundation is represented jointly by two members of the Executive. One of the acting members must be either the Chair or the Deputy Chair.
  • Executive is responsible for management of the Foundation. It has the following particular responsibilities:

a) Increasing and administering the assets of the Foundation, including accounting for the existence of and alterations in the assets of the Foundation and for the Foundation’s income and expenditure,
b) use of Foundation funds,
c) submitting an annual statement including an asset statement (annual financial statement) and a report on achievement of the purpose of the Foundation to the Foundation authority at the latest three months from the end of each calendar year,
d) decision-making on the acceptance of external donations,
e) submitting proposals to the Board of Trustees for the appointment of further or new members of the Executive,
f) submitting proposals to the Board of Trustees relating to amendments to the Charter, mergers or dissolution of the Foundation.

  • The Executive may adopt rules of procedure. The Executive may appoint additional staff to undertake ongoing business or external advisers for special duties. Members of the Executive may not be employed by the Foundation or act in an advisory capacity to the Foundation in return for remuneration.
§11 Meetings and Resolutions of the Board of Direcors
  • Meetings of the Board of Directors shall be called by the Chair, or in the absence of the Chair his or her deputy, two weeks in advance on submission of the agenda.
  • The Board of Directors shall convene if at least half of its members requests a meeting and states the matter to be discussed. The Board of Directors shall constitute a quorum if half of its members, but a minimum of two members, including the Chair or the Chair’s deputy, are present.
  • Resolutions are passed with a simple majority of the votes cast, unless otherwise stipulated in this Charter. In the event of a tie, the Chair, or in the absence of the Chair his or her deputy, shall cast the deciding vote.
  • Resolutions may also be set down in writing, by fax or in electronic form if all members have given their consent or are involved in the process. This does not apply to amendments to the Charter, mergers with other Foundations or the dissolution of the present Foundation.
  • The outcome of the meeting shall be recorded in a written report, which shall be signed by the Chair or Deputy Chair.
§12 Amendment of the Charter/Devolution of the Assets of the Foundation
  • Amendments to the Charter which do not relate to the purpose of the Foundation are permissible. Resolutions must not adversely affect the tax-privilege status of the Foundation. This must be clarified in advance with the relevant tax office.
  • Amendment of the purpose of the Foundation is only permissible if fulfillment of the purpose of the Foundation becomes impossible or no longer appears expedient on account of altered circumstances. The purpose of the Foundation may also be extended irrespective of Sentence 1. In such a case, it must be ensured that only donations received after the amendment are used for this purpose. The amended or new purpose of the Foundation must similarly have tax-privileged status.
  • Resolutions relating to amendment of the Charter are subject to approval by two thirds of the members of the Board of Trustees.
§13 Mergers, Dissolution, Devolution of Assets
  • On submission of a unanimous proposal by the Executive, the Board of Trustees may with a majority of two thirds of its members resolve to merge the Foundation with one or more other foundations pursuing the same tax-privileged purposes if circumstances render it impossible to achieve the purpose of the Foundation consistently and sustainably, and/or if long-term fulfillment of an amended or new purpose of the Foundation in accordance with Section § 12 Para. 2 is not viable. The new Foundation ensuing from the merger must similarly enjoy tax-privileged status.
  • On submission of a unanimous proposal by the Executive, the Board of Trustees may with a majority of three quarters of its members resolve to dissolve the Foundation if circumstances render it impossible to achieve the purpose of the Foundation consistently and sustainably, and/or if long-term fulfillment of an amended or new purpose of the Foundation in accordance with Section § 12 Para. 2 is not viable.
  • In the event of dissolution or discontinuation of the Foundation and/or removal of the tax-privileged purposes, the assets of the Foundation shall fall to the charitable organization KRASS e.V. based in Düsseldorf (VR 10255, AG Düsseldorf) or, in the event that this organization no longer exists, to #, who shall use the assets directly and solely for the purposes set down in Section § 2 of this Charter or directly and solely for other charitable purposes.
§14 Legal Validity

The Foundation starts on 25.8.2010.