Statutes

Preamble

The Bundesverband Deutscher Stiftungen (Association of German Foundations) represents the interests of foundations in Germany vis-à-vis the public, politics and administration.
It is committed to enabling foundations to embrace and implement effectively their purpose and objective both in the present and the future.
The core of the Association’s conception is the support of the non-profit foundation sector and citizen involvement.


§ 1 Name, Seat, Fiscal Year

(1) The association’s name is "Bundesverband Deutscher Stiftungen e.V." (hereinafter referred to as the Association).

(2) The seat of the Association of German Foundations is in Berlin. It was originally founded in Augsburg, Germany, at a settlement for the needy (the so-called Fuggerei).

(3) The fiscal year is the calendar year.


§ 2 Purpose

The purpose of the Association is to support education and science as well as non-profit oriented foundations in Germany. The Association safeguards the interests of foundations and donors who serve charitable or ecclesiastical purposes within the meaning of the section “tax-privileged purposes“ of the German Fiscal Code (Abgabenordnung). The Association’s goals is for example pursued by:

  1. promoting research projects,
  2. events and publications,
  3. public relations activities,
  4. data collection and documentation,
  5. education and vocational training,
  6. international exchange programmes,
  7. honoring persons and organisations who have rendered outstanding services to the foundation sector;
  8. consultancy of foundations and donors.

 

§ 3 Non-profit Organisation

(1) The Association pursues exclusively and directly charitable purposes within the meaning of the section "tax-privileged purposes" of the German Fiscal Code (Abgabenordnung). Its goal is to provide service above self. The Association does not primarily pursue profitability.

(2) Any funds of the Association shall be used for purposes in accordance with its constitution only. Its members do not receive grants from the Association’s funds.

(3) No person shall benefit from expenses not used for the Association’s intended purposes or by receiving unreasonably high compensation payments. Board members may request within reasonable limits reimbursement for costs incurred by them if these costs are not reimbursed by third parties. In consultation with the Advisory Council, the Board may – in addition to that – determine a lump sum to compensate members for their investments in time and material.

(4) Any activity and expenditure of persons engaged by the Association shall be adequately compensated. The Board decides on the amount to be paid as compensation.


§ 4 Membership

(1) Foundations and administrations of foundations are eligible to become members of the Association. In addition, natural or legal persons interested in the foundation business may acquire a sustaining membership as  friends of the foundation business if they support the objectives pursued by the Association.

(2) The members of the Verband Deutscher Wohltätigkeitsstiftungen e.V. (Association of German Charitable Trusts – registered society) are simultaneously members of the Association of German Foundations. The above section (1) and section (5) of § 6 apply to them accordingly.

(3) Membership may be acquired by application in writing to the decision-making  Board. If the Board rejects the application, the applicant can lodge a complaint within four weeks after receipt of the notice. The Advisory Council shall decide whether or not the applicant becomes a member.

(4) To cover the costs of the Association, its members pay annual membership fees. The Board and the members agree on the fees in accordance with the guidelines for calculating the membership fee.

(5) Membership fees are due at the beginning of each calendar year.

(6) Membership expires

  1. by dissolution or cancellation of the foundation or the membership organisation or upon institution of the insolvency proceedings on its assets or in case of rejection of opening such proceedings for insufficiency of assets,
  2. in case of death of the relevant natural persons,
  3. by declaration of withdrawal directed in writing to the Association within three months of the expiration of its fiscal year,
  4. by expulsion after decision of the Association.


A member may be expelled from the Association for important reasons after decision of the Board. An important reason can particularly be the fact that a member repeatedly does not pay the membership fee or violates the constitution or otherwise severely damages the interests of the Association. Within four weeks the said member may lodge a protest against the Board’s decision and the Advisory Council shall take final decision on the case within one month.


§ 5 Agencies

The Association’s agencies are:

  1. the Membership Meeting (§ 6);
  2. the Board (§ 7);
  3. the Advisory Council (§ 8).


§ 6 Membership Meeting

(1) The Membership Meeting exercises the rights specified in its constitution and stipulated by law, in particular the following:

  1. election and dismissal of the members of the Board and of the members of the Advisory Council to be elected as well as of the auditor,
  2. approval of the annual report and the auditor’s report as well as release of the Board,
  3. nomination of honorary members and honorary chairs,
  4. establishment of the guidelines to calculate the amount of the membership fee,
  5. adoption of resolutions concerning constitutional changes and dissolution of the Association.


(2) The ordinary Membership Meeting shall take place at least once a year and is usually held in combination with the Annual Conference of the Association. Invitation to the members shall be issued by the Board in writing at least six weeks in advance. It shall specify time and place of the meeting and must contain the agenda. The Board shall call an extraordinary Membership Meeting within three months, should at least one third of the members request such a meeting explaining their reasons in writing.

(3) At least three weeks prior to the Membership Meeting, any member may ask in writing to add items to the agenda by stating reasons and may also submit other proposals to the Membership Meeting in written form.

(4) A duly called Membership Meeting is qualified to decide by vote irrespective of the number of members present. Section 1 of § 12 remains applicable.

(5) Each member has one vote in the Membership Meeting. This does not apply to members who have acquired a sustaining membership as friends of the foundation business after the revised text of the constitution came into effect which was approved on May 12, 2005. One person may not pool more than ten votes.

(6) Resolutions are taken by simple majority of the votes cast. Abstentions are not counted. In case of a tie, the relevant proposal is rejected.
For constitutional changes and the decision to dissolve the Association, a majority of two thirds of the valid votes cast shall be required. Voting shall take place in writing, should one fourth of the members present request such a procedure.

(7) In case of elections the following shall apply additionally: If in the first ballot none of the candidates receives the majority of the valid votes cast, a second ballot will take place. The candidate then receiving the majority of the votes is elected.

(8) The Membership Meeting shall be chaired by the chair. Should he or she not be able to attend, it is chaired by the Deputy Chair or another member of the Board. In case of elections the Membership Meeting is chaired for this item on the agenda by an election officer suggested by the Board and elected by the Membership Meeting.

(9) Minutes of the Membership Meeting shall be taken in written form, signed by the chair and the secretary (the latter is appointed by the chair).

 

§ 7 Board

(1) The Board consists of:

  1. the chair;
  2. the deputy chair;
  3. up to five additional Board members.


(2) The members of the Board shall be elected by the Membership Meeting for a term of four years. Board members may be elected individually or the entire Board en bloc. A Board member may be re-elected twice. The term of office shall end as soon as the Membership Meeting’s next ordinary elections have taken place.

(3) The Board shall be responsible for the proper performance of the Association’s respon-sibilities. The Board shall appoint an Executive Director to head the office.

(4) In order to prepare its decisions the Board may convene expert committees. The Board may establish rules of procedure.

(5) In its sessions the Board shall take its resolutions by simple majority. In case of a tie, the vote of the chair shall be decisive.  Resolutions may also be taken in writing, via fax or by electronic mail if all members of the Board agree to do so. In this case the chair ensures that documents are sent out required for proper decision-making and asks the Board members to immediately cast their vote. The result of the vote is determined by the chair based on the votes received by the office within three weeks after sending out those documents or after requesting the casting of a vote. The office shall inform the Board members no later than in their next session.


§ 8 Advisory Council

(1) The Advisory Council consists of elected members (sec. 2) and co-opted members (sec. 3). It consists of max. 20 members. § 10 sec. 2 shall remain unaffected.

(2) On the recommendation of the Board and the Advisory Council, up to twelve members shall be elected by the Membership Meeting for a term of four years. Advisory Council members may be elected individually or the  Council en bloc. Members may be re-elected twice.

(3) Up to two Advisory Council members may be appointed jointly by the Board and the Ad-visory Council until the next Membership Meeting, especially if an elected Advisory Council member resigns.

(4) Members of the Board may not simultaneously be members of the Advisory Council.

(5) The Advisory Council discusses and takes decisions on fundamental positions and strategies of the Association and supports the Board in fulfilling its responsibilities. The Board presents to the Advisory Council all issues essential to the Association and specified in these Statutes for consideration and decision-making. The Advisory Council discusses any amendments to the Statutes beforehand. The Advisory Council decides on honours and awards to be bestowed to the extent that pursuant to these Statutes no other body of the Association is obliged to do so. The Advisory Council also approves the budget. The Advisory Council has the right to dismiss any Board or Advisory Council member at any time for good cause with the votes of the majority of three quarters of all Advisory Council members.

(6) The Board shall invite the Advisory Council members to the Council’s sessions at least four weeks in advance in writing, stating time and place and including the agenda. The Advisory Council shall convene within one month, if at least ten Advisory Council members ask the Board to do so in writing, stating the topic to be discussed at the meeting.

(7) Meetings of the Advisory Council are held jointly with the Board and shall take place at least twice a year. The Advisory Council has a quorum provided more than ten Advisory Council members are present.

(8) Meetings of the Advisory Council are chaired by the chairperson or the deputy chair or another Board member. The Advisory Council decides by majority of the votes of the Advi-sory Council members present. In case of a tie, the relevant proposal shall be deemed re-jected. Resolutions may be taken in writing, via fax or by electronic mail if the chairperson decrees such a procedure and if three quarters of all members agree to it.

(9) To prepare Board elections, the Advisory Council may submit proposals to the Membership Meeting.

(10) The Advisory Council may establish its own Rules of Procedure.


§ 8a Conference of the Heads of the Working Groups

1) The Association structures its work in working groups that members can participate in as desired. The working groups are formed upon recommendation of the Conference of the heads of the working groups on advice of the Board and upon resolution by the Advisory Council. The heads of the working groups are appointed by the Advisory Council for a term of four years on advice of the Board and after hearing the Conference of the heads of the working groups. Working group heads may be reappointed twice.

(2) The Conference of the heads of the working groups elects a chairperson and up to three deputies from among their number for a term of four years who prepare and chair the joint meetings.

(3) The Conference of the heads of the working groups discusses the further development of the foundation sector, it organises the German Foundation Congress (Deutscher StiftungsTag), submits proposals for honours and awards to be bestowed and for appoint-ing persons to hold offices in the cases stipulated by these Statutes, and advises both the Board and the Advisory Council on ways to fulfil their responsibilities. The Conference may submit to the Advisory Council topics for discussion or, if necessary, for resolution related to the foundation sector.

(4) Details shall be set out in the Rules of Procedure that the Conference adopts for itself.


§ 9 Executive Director

The Executive Director shall be responsible for regular administrative work, he/she heads the office and shall carry out the resolutions adopted by the Association’s bodies.


§ 10 Honorary Members and Honorary Chairs

(1) Upon joint recommendation of the Board and the Advisory Council, the Membership Meeting may appoint persons as honorary members who have rendered outstanding ser-vices to the foundation sector.

(2) Honorary members appointed before 2012 are considered members having a voting right in the Advisory Council.

(3) Honorary members are exempt from the obligation to pay any membership fees.


§ 11 Representation

(1) The Association is jointly represented by two Board members. The chairperson always has an individual power of representation.

(2) In addition, the Executive Director is appointed special representative pursuant to § 30 of the German Civil Code (Bürgerliches Gesetzbuch) acting for the Association as head managing the office. The appointment shall be entered in the Register of Associations.


§ 12 Dissolution

(1) Resolution on the dissolution of the Association can only be taken in a Membership Meeting duly called pursuant to section (2) of § 6 and is only valid if at least half of the members entitled to vote are present. If there is no quorum in case of an imminent dissolution, a new Membership Meeting shall be called immediately and shall convene within four weeks. The members may then make a final decision irrespective of the number of members present.

(2) Should the Association be disbanded or abolished, or its tax-privileged status revoked, all Association assets will be transferred to a tax-privileged foundation. Said assets will be used for the purposes outlined in § 2 of these statutes.


§ 13 General Provisions

(1) The relevant legal provisions apply as long as the constitution does not decree otherwise.

(2) Whenever this constitution states specific functions, they apply to both men and women.

(3) These Statutes were adopted on February 25, 1952, and have been amended and revised several times, most recently on June 21, 2012. The latest amendment shall enter into force upon entry in the Register of Associations. § 8 of the Statutes as amended shall enter into force on July 1, 2013. Pursuant to § 8 of the previous version of these Statutes, elected or co-opted members of the Advisory Council shall remain in office until their term ends. The term of Advisory Council members appointed pursuant to the stipulations of § 8 sec. 4 of the previous version of these Statutes shall end on June 30, 2013. For the re-election (§§ 7, 8 and 8a of these Statutes) of persons who at the time of the amendment of these Statutes on June 21, 2012, had already been elected, appointed or coopted members of any body of the Association, the number of previous terms in office in the relevant body shall be taken into consideration. The same shall apply to the re-appointment of Board members or previous heads of discussion and working groups as heads of working groups pursuant to § 8a sec. 1 hereof. This shall also apply to the re-election of Advisory Council members provided that any term of office which ends on June 30, 2013, pursuant to sentence 4 after less than two years shall not be considered.