ZF Kunststiftung | Articles of Association


Statutes of the legal foundation known as the
Art Foundation of ZF Friedrichshafen AG, based in Friedrichshafen.

1. Name, registered seat, legal form, purpose and assets of the foundation
1.1 Name, registered seat and legal form
1.1.1 The foundation uses the name Art Foundation of ZF Friedrichshafen AG.
1.1.2 The foundation has its registered office in Friedrichshafen.
1.1.3 The foundation is a legally established entity as defined in paragraphs 80 ff. of the BGB (Bundesgesetzbuch – German Civil Code)
1.2 Purpose of the foundation
1.2.1 The foundation shall pursue exclusively and directly charitable purposes of the kind defined in paragraphs 51 ff. AO (Abgabenordnung – Fiscal Code). It is non-profit- making and is not intended to function as a primarily commercial operation.
1.2.2 The purpose of the foundation is to promote art and culture. This purpose is fulfilled predominantly by the purchase of works of art, the initiation and holding of exhibitions, readings and stage productions, the publication of printed works and the awarding of grants, prizes and scholarships.The allocation of funds to another non- profit organization and/or an incorporated foundation for use in accordance with the foundation purpose stipulated in clause 1 is permissible. However, the foundation cannot fulfil its purpose through a disproportionate level of fund assignment.
1.2.3. No one is entitled to any legal claim to services from the foundation and no such entitlement shall arise as a result of regular or repeated services.
1.3 Foundation assets
  The foundation assets comprise a cash amount of EUR 4,067,751,29.
   
2. Bodies of the foundation
  The foundation bodies comprise the Board of Management and the Board of Trustees.
2.1 Board of Management, constitution and term of office
2.1.1 The Board of Management comprises one or more members.
2.1.2 The members of the Board of Management are appointed by the Counsil of Foundation for four years. Reelection is possible. After their term of office, the members of the Board of Management continue normal business until the next election is held. The election of new members of the Board of Management should take place before the existing members reach the end of their official term of office. The appointment of a member of the Board of Management ends in the event of:
  1. Dismissal by the Counsil of Foundation. Before the end of an official term of office, members of the Board of Management can only be dismissed by the Counsil of Foundation on compelling grounds;
  2. Dismissal by the regulatory authority of the foundation;
  3. Death of the member;
  4. Resignation of the member. This is permissible at any time and must be submitted to the foundation in writing.
2.1.3 If several members have been appointed to the Board of Management, they must select one member as Chairman of the Board.
2.1.4 It is not permissible to appoint members of the Counsil of Foundation to the Board of Management.
2.1.5 The regulatory authority of the foundation must be informed immediately of the names of the first members of the Board of Management, and of any changes in the composition of the new Board by its new members.
2.2 Tasks of the Board of Management, decisions and meetings, external representation, remuneration
2.2.1 The Board of Management shall be responsible for implementing the measures to fulfill the purpose of the foundation. It manages the foundation's assets and uses the foundation's yields according to the law, the articles of association and the resolutions of the Counsil of Foundation. It reports to the Counsil of Foundation and is bound by its instructions.
2.2.2 In its activities, the Board of Management shall ensure that the tax-exempt status of the foundation is not put at risk.
2.2.3 The Board of Management reports to the Counsil of Foundation at least every six months and to the Chairman of the Counsil of Foundation on the occasion of important events. The Board of Management is obligated to inform any member of the Counsil of Foundation about the foundation's matters during and outside of meetings. On demand, the Board of Management shall allow the inspection of all foundation documents to any member of the Counsil of Foundation.
2.2.4 The Board of Management is entitled to hire or employ a full-time management (without becoming a body of the foundation) and, if necessary, auxiliary staff in line with the scope of daily operations after prior consent of the Counsil of Foundation. The General Manager shall not be a member of one of the two foundation bodies.
2.2.5 If several members of the Board of Management have been assigned, they decide by resolution. The resolutions are passed in meetings. The meetings can be summoned informally by the Chairman of the Board of Management and without having to comply with a particular notification period for the invitation.
2.2.6 The Board of Management shall have a quorum if more than half of its members are present.
2.2.7 Resolutions of the Board of Management are passed by simple majority of the cast votes. If a Chairman of the Board of Management has been assigned, his vote is decisive in case of a tie. If a resolution is not passed, the Counsil of Foundation decides upon the application of a member of the Board of Management.
2.2.8 The resolutions of the Board of Management are to be recorded in writing and signed by its members.
2.2.9 Resolutions of the Board of Management might also be passed in writing or by telegraphic means or by phone if no member of the Board of Management objects. All members of the Board of Management shall be informed in writing about the voting result.
2.2.10 If there is only one member of the Board of Management, this member solely represents the foundation. If several members of the Board of Management have been assigned, the foundation is jointly represented by two members of the Board of Management.
2.2.11 The Counsil of Foundation is entitled to grant the sole right of representation to all or individual members of the Board of Management.
2.2.12 The members of the Board of Management are entitled to receive a compensation for their costs incurred. However, the Counsil of Foundation might decide upon an adequate flat rate compensation for the members of the Board of Management's time investment in fulfilling the foundation's purpose. A possible VAT/sales tax is paid additionally.
2.3 Counsil of Foundation, constitution and term of office
2.3.1 The Counsil of Foundation comprises five to six members. The members of the Counsil of Foundation should be persons who in terms of their ability and experience are able to fulfil the duties incumbent on the Counsil of Foundation. Members of the Counsil of Foundation include the following people:
  1. The current Mayor of the town of Friedrichshafen;
  2. A member of the Board of Management of ZF Friedrichshafen AG. Appointments are confirmed and terminated by the Board of Management of ZF Friedrichshafen AG. This post can only be terminated by the Board on compelling factual grounds;
  3. The corresponding director of the Zeppelin Museum Friedrichshafen;
  4. Two to three further members.
2.3.2 If a member of the Counsil of Foundation resigns before the end of his term of office in accordance with clause 2.3.1 d), his successor will be appointed by the remaining members of the Counsil of Foundation with a majority vote for a period of five years. If the term of office of a member of the Counsil of Foundation ends in accordance with clause 2.3.1 d) before the end of the official term of office, a new member shall be appointed for the remaining term of office of the resigning member.
2.3.3 The office of a member of the Counsil of Foundation shall be terminated under the following circumstances:
  1. With members appointed in accordance with clause 2.3.1 a), after resignation as Mayo of the the town of Friedrichshafen;
  2. With members appointed in accordance with clause 2.3.1 b) after resignation as a member of the Board of Management of ZF Friedrichshafen AG or after dismissal by the Board of Management of ZF Friedrichshafen AG;
  3. With members appointed in accordance with clause 2.3.1 c), after resignation as director of the Zeppelin Museum Friedrichshafen;
  4. Following dismissal by the regulatory authority of the foundation;
  5. Following the death of the member;
  6. Following the resignation of the member. This is permissible at any time and must be submitted to the foundation in writing. A member of the Counsil of Foundation appointed in accordance with clause 2.3.1 d) is required to resign from his office if he is unable to perform the duties of his office properly over an extended period as a result of illness, old age or other reasons.
2.4 Counsil of Foundation, tasks and organisation
2.4.1 The Counsil of Foundation is responsible for decisions on the management of the assets of the foundation and the use of revenue deriving from these assets in accordance with the purpose of the foundation. It decides on the appointment of members of the Board of Management and performs all the duties assigned to it according to the Articles of Association. It also advises the Board of Management on all matters relating to the work of the foundation.
2.4.2 When conducting its work, the Counsil of Foundation must ensure that the tax-free status of the foundation is not put at risk.
2.4.3 The Counsil of Foundation shall elect its Chairman and Vice-Chairman from among its members for a term of office to be defined by them at the election.
2.4.4 If the Chairman or the Vice-Chairman resigns from office, the Counsil of Foundation must hold a new election immediately.
2.4.5 The Chairman represents the Counsil of Foundation when making or receiving declarations.
2.4.6 The Vice-Chairman has the Chairman's rights if the Chairman should be prevented from attending or if the Chairman has correspondingly authorized the Vice-Chairman.
2.5 Counsil of Foundation, decisions, meetings, reimbursement of expenses, remuneration
2.5.1 The Counsil of Foundation takes decisions by resolution. The resolutions are passed in meetings.
2.5.2 The Counsil of Foundation shall meet whenever the foundation's matters require to do so or if a member of the Counsil of Foundation or of the Board of Management requests a meeting in a written explanation. Upon request of the Counsil of Foundation, the members of the Board of Management are obligated to participate in meetings of the Counsil of Foundation.
2.5.3 The Counsil of Foundation is summoned by a written invitation by the Chairman of the Counsil of Foundation to its members containing the agenda; in case the Chairman is prevented from sending the invitation, the invitation can also be issued by the Vice-Chairman or another member of the Counsil of Foundation. The meeting day shall be at least ten days after posting the invitation. The Counsil of Foundation shall be summoned at least once every fiscal year.
2.5.4 The Counsil of Foundation shall have a quorum if at least half of its members are present.
2.5.5 The resolutions of the Counsil of Foundation pass by simple majority of the cast votes provided no other majority has been stipulated in this meeting or by law. Every member of the Counsil of Foundation has one vote. Pursuant to §§ 108 paragraph 3, 109 paragraph 3 German Stock Corporation Law, voting by proxies is permissible. In case of a tie, the Chairman's vote shall be decisive.
2.5.6 An unanimous resolution of the Counsil of Foundation shall be required for the following measures:
  1. Withdrawal from the foundation's assets (§ 15 paragraph 1),
  2. Amendments to the Articles of Association (§ 17),
  3. Termination of the foundation (§ 17),
  4. Merger with another foundation.
2.5.7 The resolutions of the Counsil of Foundation are to be recorded in writing and signed by at least two of its members. Members not attending shall be informed of the resolutions passed in writing.
2.5.8 Upon instruction of the Chairman of the Counsil of Foundation, resolutions might also be passed in writing or by telegraphic means or by phone if no member of the Counsil of Foundation objects. All members shall be informed in writing about the voting result.
2.5.9 Expenses of all members of the Counsil of Foundation are reimbursed.
2.5.10 Upon approval of the foundation's supervisory body, an adequate remuneration for the members of the Counsil of Foundation might be determined.
2.5.11 A possible VAT/sales tax is paid additionally.
   
3. Administration of foundation assets, business year and submission of accounts
3.1 Management of the assets of the foundation
3.1.1 The assets of the foundation must be managed in accordance with the taxation and o ther legislation governing charitable institutions and, in addition, must also be managed in accordance with the Articles of Association and instructions of the Counsil of Foundation, entirely separately from the assets of other organizations. These assets should be retained at their existing level unless there is no other way of fulfilling the purpose of the foundation. Decisions governing withdrawals from these assets are legally effective only if they receive the approval of the foundation authorities.
3.1.2 The financial assets of the foundation (revenue, donations and other grants) may only be used for purposes defined in the Articles of Association. Revenue from the assets of the foundation must be used to deliver the purpose of the foundation. Donations and other grants (e.g. legacies) are also to be treated in accordance with clause 2. However, this does not apply if the person donating such funds specifically states that this money should be added to the assets of the foundation (known as “additions to the foundation´s assets”). Donations to the foundation can be linked to terms and conditions, provided that these do not impair the charitable purpose of the foundation.
3.1.3 The foundation is entitled to take the following action if it is not detrimental to tax concessions:
  1. To create free reserves with surplus revenue remaining after the costs incurred by fund management work;
  2. To assign its funds to an appropriation surplus if and as long as this is necessary to enable the foundation to fulfil its purposes, particularly when financing specific long- term promotional projects. The purpose of any reserve set up or added must be defined by the Board.
3.1.4 There is no obligation to invest the assets of the foundation in eligible securities.
3.1.5 No single person may be favored by incurring expenditure not related to the purpose of the foundation, or with disproportionately high levels of remuneration.
3.2 Business year, submission of accounts
3.2.1 The business year of the foundation is the calendar year.
3.2.2 The Board of Management of the foundation must ensure that assets, revenue and expenditure of the foundation are properly recorded.
3.2.3 At the end of every financial year, the Board of Management of the foundation is required to produce annual accounts with a summary of assets and a management report. These final accounts must be approved by an auditor appointed by the Counsil of Foundation.
3.2.4 The annual accounts, including a summary of assets and the Management report, together with the auditors’ report, are to be presented to the Counsil of Foundation, and within six months following the end of any financial year to the regulatory authority of the foundation.
3.2.5 The Board of Management of the foundation is required to oblige the recipients of grants to provide evidence – insofar as can reasonably expected –that these grants are used in accordance with the purpose of the foundation. In the case of repeated grant aids, this evidence should be delivered at least once a year.
   
4. Changes to the Articles of Association, dissolution of the foundation and accession of property
4.1 Changes to the Articles of Association, dissolution of the foundation
4.1.1. The Counsil of Foundation is entitled to pass resolutions amending the Articles of Association provided that these changes do not jeopardize the tax-free status of the foundation. The Counsil of Foundation is obliged to reach agreement on changes to the Articles of Association which are necessary in order to enable this tax-free status to be upheld, or in order to comply with instructions issued by the foundations´ regulatory authorities.
4.1.2 Decisions on changes to the Articles of Association and the dissolution of the foundation become legally effective once the regulatory authorities have granted approval. These decisions are to be submitted to the relevant office of the tax authorities. Decisions relating to changes in the Articles of Association can only be taken if the tax authorities have confirmed that the foundations´ tax-free status is not affected by the proposed change to these Articles of Association.
4.2 Accession of property
4.2.1 In case of dissolution of the foundation and discontinuation of tax-privileged purposes, the foundation's assets shall only be used for tax-privileged purposes in terms of §§ 51 and following of the tax code.
4.2.2 In case of a resolution on the dissolution of the foundation and in case of the discontinuation of tax-privileged purposes, the Council of Foundation is entitled to determine that the foundation's assets are assigned to a nonprofit corporation or foundation to be defined by the Council of Foundation, providing that the foundation's assets are exclusively to be used for tax-privileged purposes according to § 2 of these Articles of Association. The resolution shall only be executed once the administration of finances has confirmed the clearance in terms of taxes.
4.2.3 If the Council of Foundation does not pass a resolution according to paragraph 2 in case of dissolution of the foundation and in case of the discontinuation of tax-privileged purposes, the foundation's assets are assigned to the Zeppelin Museum Friedrichshafen GmbH founded in 1992 and headquartered in Friedrichshafen, which shall only use the assets for tax-privileged purposes according to § 2 of these Articles of Association. If the museum does not exist any more when the foundation is dissolved and/or the tax-privileged purposes are discontinued or if the museum is not recognized as nonprofit organization, the allottee is determined by a resolution of the Board of Management and this allottee shall be a tax-privileged corporation and use the foundation's assets only for tax-privileged purposes according to § 2 of these Articles of Association.
   
5. Concluding terms and conditions
5.1 Regulatory authorities
  The regulatory authority of the foundation is the regional administration in Tübingen.
5.2 Supplementary terms and conditions
  These terms and conditions are supplemented by the current legislation governing foundations issued by the state authorities of Baden-Württemberg.