Statute
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The foundation wants to serve the common good, preserve created values, strengthen community and citizenship in Remagen. Their commitment is based on values such as personal freedom, tolerance, openness and solidarity.
§ 1 Name, legal form, registered office, financial year
- The foundation bears the name “Bürgerstiftung Remagen”.
- It is a public foundation with legal capacity under civil law.
- It is based in Remagen.
- The financial year of the foundation is the calendar year.
§ 2 Purpose and Tasks of the Foundation
1. The purpose of the foundation is
- Education and parenting,
- Youth, family and senior citizen support,
- Art, culture and monument preservation,
- Environmental and nature protection as well as landscape maintenance,
- Charity,
- To promote tradition, customs and home care as well as sport in Remagen. In individual cases, the purposes can also be funded outside of Remagen .
2. The purpose of the foundation is realized in particular by
- Creation and support of local institutions and projects,
- Grants, grants or similar support
- Individuals,
- Promotion of the exchange of opinions and the formation of opinions with the aim of making the population aware of the foundation's purposes and the activities of the foundation and anchoring the idea of a community foundation in it, for example through public events and publications.
- Through the direct financial and material support of needy people within the meaning of § 53 of the tax code.
3. The purposes do not have to be realized simultaneously and to the same extent.
4. The foundation may not promote any measures that are part of the compulsory tasks of the city of Remagen according to the municipal code.
§ 3 Foundation assets, endowments, donations
- The foundation's assets initially consist of the initial endowment that was bindingly promised in the endowment business.
- The foundation's assets are to be invested securely and profitably. Reallocations of assets are permitted.
- The foundation can accept grants (endowments and/or donations), but is not obliged to do so.
- Donations accrue permanently to the foundation's assets as an endowment if they have been determined by the donor to do so. Donations can be assigned by the donor to one of the foundation Purposes listed in § 2 Para. 1 No. 1 to 7 or within their individual goals. They can be associated with his name from an amount to be determined by the foundation board (name fund).
- Donations are to be used promptly for the purposes of the foundation.
- If the type of donation is not clearly defined, the board of directors will decide at its due discretion. In case of doubt, inheritances and legacies are regarded as endowments.
§ 4 Non-profit and charitable fulfillment of purposes
- The foundation pursues exclusively and directly charitable and charitable purposes within the meaning of the "Tax-privileged purposes" section of the tax code.
- The foundation works selflessly. It does not primarily pursue its own economic purposes. The funds of the foundation may only be used for the statutory purposes . The foundation may not favor any person through expenditures that are alien to the purpose of the foundation or through disproportionately high remuneration.
- The income from the foundation's assets and the donations must always be used promptly for the statutory purposes of the foundation.
- Within the framework of what is permitted under foundation civil and tax law, the foundation can allocate parts of the annual income from the foundation assets and donations to free and/or earmarked reserves. The income can also be added to the foundation's assets , provided this serves the sustainable realization of the foundation's purpose.
- There is no legal entitlement for third parties to be granted the funding from the Foundation, which can be revoked at any time. Recipients of foundation benefits should account for their use.
- The Foundation fulfills its tasks itself or through an auxiliary person within the meaning of Section 57 , Paragraph 1, Clause 2 of the Fiscal Code, provided that it does not act by way of raising funds in accordance with Section 58 of the Fiscal Code.
§ 5 Foundation organization
- The organs of the foundation are the board (§ 6) and the donor forum (§ 8).
- In order to carry out its tasks, the foundation can employ auxiliary persons free of charge or for a fee or transfer the execution of the work to third parties in whole or in part. The Foundation may not favor any person with disproportionately high remuneration.
- The members of the bodies are only liable for intent and gross negligence.
§ 6 Board of Directors
- The board consists of three people. His term of office is three years.
- The composition of the first board of directors is determined by the founding donors as part of the foundation business. Each additional board is elected by the Stifterforum in a secret ballot. The person who receives more than half of the votes cast by those entitled to vote is elected. After the end of their term of office, the members of the Management Board remain in office until their successors are elected. If members of the Stifterforum are elected to the Executive Board, they resign from the Stifterforum for the duration of their membership in the Executive Board.
- Members of the Executive Board can be dismissed by the Stifterforum at any time, but only for important reasons, with a two-thirds majority of those entitled to vote who are present or represented . Important reasons are, in particular, a persistent lack of participation in the work of the Executive Board or gross violations of the interests of the foundation. Before the vote is taken, the Executive Board member concerned has the right to be heard.
- The board of directors elects a chairman and a deputy chairman from among its members.
- The Board of Directors represents the Foundation in and out of court. The Foundation is jointly represented by two members of the Executive Board. In individual cases, individual board members can be granted sole power of representation and exemption from the restrictions of Section 181 of the German Civil Code .
- The board of directors manages the foundation. Within the framework of the foundation's purposes, he determines the concrete goals, priorities and the concept of the project work. It ensures that the foundation's assets are properly managed. He reports to the Stifterforum about the course of business and the activities of the foundation.
- The board of directors is obliged to keep accounts of the assets and the income and expenditure , to prepare a business plan before the beginning of each financial year and to prepare an annual financial statement after the end of each financial year.
- The Executive Board meets as required, but at least twice a year. The meetings of the Management Board are convened by the Chairman or, if he is unable to attend, by the Deputy Chairman. The Executive Board has a quorum if at least two members of the Executive Board are present after the meeting has been duly convened. Resolutions are passed with a simple majority of those present, unless the articles of association prescribe a different majority. In the event of a tie, the chairperson has the casting vote, and if he is unable to attend, the deputy chairperson has the casting vote. A record is made of the outcome of the meeting, which is signed by the chairman or, if he is unable to attend, by the deputy chairman .
- The members of the board of directors are entitled to take part in the meetings of the donor forum . This does not apply if they are personally advised in individual cases.
- The members of the Board of Directors work on a voluntary basis.
§ 7 Managing Director
- The board of directors appoints one or more persons as managing directors as required. After the end of the term of office to be determined by the Board of Management, the members of the Management Board remain in office until their successors are appointed.
- Management members can be dismissed by the Board of Directors with a two-thirds majority.
- Management duties include
- the ongoing administrative matters,
- cash management and accounting,
- the preparation of the annual accounts and the accounting report,
- the preparation of the activity report of the Board of Directors and
- the preparation and implementation of the resolutions of the Executive Board.
4. The members of the management are each individually authorized to sign with a member of the board. In individual cases, the Executive Board can grant sole power of representation.
§ 8 Founders' Forum
- Persons who have donated and/or donated assets of at least EUR 1,000 have the right to belong to the Stifterforum for life. The right to belong to the Stifterforum is exercised by means of a written declaration to the Executive Board. It is neither transferrable nor does it pass to the heirs upon the death of the donor/contributor.
- In the case of donations based on a disposition mortis causa, the testator can designate a natural person in the disposition mortis causa who should be a member of the donor forum. Paragraph 1 applies accordingly for the duration of their affiliation.
- Legal persons can only belong to the Stifterforum under the condition and for as long as they appoint a natural person as their representative in the Stifterforum and notify the Foundation in writing of this. Paragraph 1 applies accordingly for the duration of their affiliation.
- Every three years, the donor forum elects a chairman and a deputy chairman from among its members. The person who receives more than half of the votes cast by those entitled to vote is elected. At the end of their term of office, the Chair and Vice-Chair remain in office until their successors are elected.
- The donor forum meets as required, but at least once a year. The meetings of the donor forum are convened by the chairman or, if he is unable to attend, by the deputy chairman. After proper convocation, the Founders' Forum has a quorum if at least three forum members are present. Resolutions are passed with a simple majority of those present, unless the articles of association prescribe a different majority. In the event of a tie, the chairperson has the casting vote, and if he is unable to attend, the deputy chairperson has the casting vote. Minutes are made of the result of the meeting, which are to be signed by the chairman or, if he is unable to attend, by the deputy chairman.
- The tasks of the donor forum include:
- monitoring compliance with the foundation's purposes,
- the election of the board of directors of the foundation according to § 6 paragraph 2 sentence 2,
- advising the board of directors on setting the goals and priorities of the foundation,
- acknowledging and examining the business plan for the respective financial year and approving the annual financial statements and the activity report for the previous year andthe discharge of the Board of Directors. Retired members of the Executive Board who are members of the Founders' Forum may not vote when the Executive Board to which they belonged is discharged.
7. The Stifterforum can request the Board of Directors to inspect all of the Foundation's business documents at any time and must be informed regularly, at least once a year, about the Foundation's activities.
§ 9 Amendment of the statutes, amendment and expansion of the purpose of the foundation
- Amendments to the articles of association are possible. However, a change in the purpose of the foundation is only possible if the circumstances have changed in such a way that it is no longer possible to achieve the purpose in the intended form. The expansion of the purpose of the foundation is possible in connection with an endowment (§ 3 Para. 4).
- A change in the statutes or the purpose of the foundation must not affect the recognition of the foundation as a non-profit organization for tax purposes.
- Changes to the statutes and the purpose of the foundation require a decision by the donor forum with a two-thirds majority of those entitled to vote.
§ 10 Dissolution of the Foundation and merger
- The foundation can be dissolved or merged with one or more other tax-privileged foundations if the circumstances no longer allow the foundation purpose to be fulfilled in the long term and sustainably, and the sustainable fulfillment of a changed or new foundation purpose pursuant to Section 9 is also out of the question . In the event of a merger, the newly created foundation must be tax-privileged. The dissolution of the foundation and the amalgamation with other foundations require a resolution of the Founders' Forum with a two-thirds majority of those entitled to vote.
- In the event of the dissolution of the foundation or if the tax-privileged purposes no longer apply, the assets pass to the city of Remagen with the condition that these assets be used directly and exclusively for charitable, charitable or church purposes within the meaning of the “Tax-privileged purposes” section of the tax code. The assets should preferably be used for purposes that come as close as possible to the purpose of the foundation within the meaning of Section 2 (1). The resolution on the dissolution of the foundation must be reported to the responsible tax office.
§ 11 Foundation supervision
The Foundation is subject to state supervision in accordance with the applicable law. The foundation does not submit annual accounts to the foundation authority.
§ 12 Effective Date
These statutes come into force on the day the foundation is recognized by the foundation authority.
Remagen, July 12, 2005
Bürgerstiftung-Remagen
The board
Note: Articles of Association in the version dated 03/29/2012 § 8 paragraph 5 sentence 3 was changed by resolution of the general meeting of 29.03.2012.