§ 1 - Name, Seat, Legal Form
The Foundation shall be known as the "Kulturstiftung des Bundes" (Federal Cultural Foundation). The Foundation shall be a foundation established under civil law and shall have legal capacity. Its seat shall be in Halle/Saale.
§ 2 - The Purpose of the Foundation
The purpose of the Foundation is to promote and fund art and culture within the framework of federal responsibility. A central emphasis is to be placed on the promotion of innovative programmes and projects in an international context.
The Foundation shall strive for cooperation with the "Kulturstiftung der Länder" (Cultural Foundation of the Federal States).
The Foundation shall develop an independent funding profile. Payments made by the Foundation shall as a rule be made for project funding. The institutional funding of organisations is excluded as a matter of principle.
No legal claim can be made for funding from Foundation resources. Payments made by the Foundation shall be based on the funds available to the Foundation at the time.
§ 3 - Not-for-profit Status
The Foundation shall pursue, exclusively and directly, objectives of a non-profit-making nature as defined by the German Tax Code ("Abgabenordnung") under the section 'Objectives entitled to tax relief'.
The Foundation's activities are not self-seeking. It does not pursue its own profit as a primary object.
The Foundation's funds shall be used solely for purposes permitted in its Articles of Incorporation. No person may benefit from expenditure unconnected to the purpose of the Foundation or from disproportionately high remuneration.
The Foundation shall fulfil its tasks itself or through an auxiliary as set out in Section 57 No. 1 (2) of the German Tax Code, to the extent that it is not engaged in the generation of funds as set out in Section 58 No. 1 of the German Tax Code. The Foundation may maintain business operations provided these serve to fulfil its constitutional purpose.
§ 4 - Assets of the Foundation
The Foundation is furnished with original assets, the amount of which is specified in more detail in the document establishing the Foundation. For the fulfilment of its purpose the Foundation receives an annual subsidy from the federal government in accordance with the current Budget Law and the budget funds available.
The assets of the Foundation may be increased by contributions to the assets of the Foundation ("Zustiftungen") (monetary sums, rights or other items) on the part of the donor or of third parties. Contributions made by third parties may not be subject to conditions which would be detrimental to the Foundation's achievement of its purpose. If contributions are not expressly designated for the Foundation's assets, they shall be used exclusively and directly for the achievement of the purpose of the Foundation.
Contributions made by third parties may carry the stipulation that the funds be used to form a dependent endowment or special fund bearing a name chosen by the donor and be earmarked for a special purpose within the Foundation's scope of responsibility. For this the consent of the Supervisory Board must be obtained. The fiduciary management and costs in such a case may be borne by the Foundation, so that the funds dedicated to the cultural purposes stipulated by the contributor may remain undiminished.
The assets of the Foundation are to be maintained at a fixed level as a matter of principle. Recourse to the assets of the Foundation shall be allowable only in cases where the purpose of the Foundation cannot be realised in any other way, and on condition that the basic assets of the Foundation do not appear to be put at risk; in particular, that the Foundation's assets can be restored to their full value again in the following years. The assets of the Foundation may be disposed of or encumbered only if assets of equivalent value are acquired from the proceeds.
The Foundation has no authority to take out credits.
§ 5 - Use of Foundation Funds
Revenue generated by the Foundation's assets and contributions not intended to be added to them must be used to achieve the purpose of the Foundation.
The Foundation may create a reserve fund, using all or only some of its funds, in so far as this is necessary to enable it to continue to achieve the purposes entitled to tax relief as laid down in its Statutes and in so far as specific targets and a definite time scale exist for the use of the reserve fund.
Free reserves for the maintenance of value may be created, in so far as the statutory regulations of the German Public Benefit Law ("Gemeinnützigkeitsrecht") permit this. Such reserves may be added to the Foundation's assets.
§ 6 - Organs of the Foundation
The organs of the Foundation are
1) the Board of Trustees;
2) the Executive Board;
3) the Advisory Committee.
With the exception of the Executive Committee, all committee members of the Foundation render their services on an honorary basis. They are entitled to reimbursement of outlays and expenditures arising from their activities in accordance with the provisions directly applicable to federal administration.
§ 7 - The Board of Trustees
The Board of Trustees shall consist of fourteen members:
1) The Federal Government Commissioner for Culture and the Media, as well as one delegate from the Ministry of Foreign Affairs and one from the Federal Ministry of Finance;
2) Three delegates nominated by the German Parliament (Bundestag);
3) Two delegates representing the federal states, appointed by the Standing Conference of the Ministers of Education and Cultural Affairs of the Federal States;
4) Two delegates representing the municipalities, who will be nominated by the Federal Association of Leading Communal Organisations ("Bundesvereinigung der kommunalen Spitzenverbände");
5) The Chair of the Cultural Foundation of German States;
6) Three individuals closely involved in the fields of art or culture, to be appointed by the federal government.
The Chair of the Advisory Committee shall attend the meetings of the Board of Trustees in an advisory capacity.
The members of the Board of Trustees as defined No. (1) 1and 3 shall be represented by their permanent official deputies. For members as defined in No. (1) 2, 4 and 5 a deputy representative should be appointed. A member who is nominated on account of his/her holding a public office shall leave the Board of Trustees when his/her term of office ends. Any member may resign his/her office by making a written declaration to this effect to the Chair of the Board of Trustees.
Members of the Board of Trustees and deputy representatives shall serve for a period of five years. Should a member leave the Board before this, a new member or a new deputy representative is to be appointed forthwith for the remaining term of office. So long as no use is made of the right of nomination as defined in No. (1) 3 to 5, this seat on the Board of Trustees shall remain unoccupied.
The Federal Government Commissioner for Culture and the Media shall chair the Board of Trustees. His/her permanent official deputy shall also represent the Commissioner in this function.
§ 8 - Duties of the Board of Trustees
The Board of Trustees shall be responsible for decisions on all matters that are of fundamental or particular importance for the Foundation and its development. Its responsibilities shall include the following in particular:
1) Definition of guidelines and rules governing the funding work of the Foundation;
2) Outlining the main areas of funding by the Foundation (programmes);
3) Adoption of the Foundation's business plan (including its staffing schedule);
4) Monitoring that the assets and other funds of the Foundation are managed in a conscientious and thrifty manner;
5) Receiving the annual accounts, appointing an auditor, discharging of the Executive Board;
6) Approving the annual report on the activities of the Foundation.
The Board of Trustees may issue instructions to the Executive Board, and monitors the management of the Foundation. It may request information and reports from the Executive Board at any time, and also that it present files or accounts for inspection.
§ 9 - Passing of Resolutions by the Board of Trustees
The members of the Board of Trustees as defined in § 7 No. (1) 1 and 2 shall each have two votes, the other members as defined in § 7 No. (1) 3 to 6 shall each have one vote. In so far as the charter of the Foundation does not include a regulation to the contrary, resolutions shall be passed on the basis of the majority of the votes cast. In the event of a tie, the Chair has the casting vote. Decisions relating to matters of the budget or personnel require the consent of the representatives of the federal government (§ No. (1)1). In such matters their votes must be cast unanimously.
As a rule, decisions shall be taken by the Board of Trustees at meetings which the Executive Board shall convoke on behalf of the Chair as necessary, but at least twice a year. A meeting must be convoked if over a third of the members request it.
Invitations to the meeting of the Board of Trustees shall be issued in writing or by telex or facsimile, the agenda for the meeting being specified. Between the date of dispatch of the invitation and the date of the meeting - not counting either of these - there must be an interval of 14 days. These requirements relating to the form and timing of the invitation may be dispensed with if two thirds of the members of the Board of Trustees pass a resolution to this effect. The Board of Trustees shall be empowered to pass resolutions if an invitation to the meeting has been issued in the appropriate manner.
The two members of the Executive Board shall attend the meetings of the Board of Trustees and shall be entitled to speak, in so far as the Board of Trustees does not decide otherwise in particular cases. The Executive Board shall be entitled to table proposals.
The passing of a resolution on the basis of a circular letter or by telex or facsimile is permissible if a majority of two thirds of the members of the Board of Trustees has expressed its agreement with this proceeding, either in writing or by telex or facsimile.
A record is to be kept of the meetings of the Board of Trustees. This is to be signed by the Chair of the meeting. Resolutions are to be set down verbatim. The members of the Board of Trustees and the Chair of the Advisory Committee shall receive copies of records of meetings.
A code of procedure, which must be passed by a two-thirds majority of the Board of Trustees, may contain further regulations relating to the Board's business.
§ 10 - The Executive Board
The Board of Trustees appoints an Artistic Director and Administrative Director for a five-year term to the Executive Board in accordance with §§ 86, 26 BGB. The appointees may not simultaneously serve as members of the Board of Trustees or the Advisory Committee. Reappointment is permitted. If an appointee has served on the Executive Board for an uninterrupted term of ten years, the Board of Trustees may extend the appointment until he/she reaches the statutory retirement age of salaried public servants.
The Executive Board shall be responsible for the day-to-day operation of the Foundation, without prejudice to the rights of the other organs of the Foundation and in accordance with guidelines laid down by the Board of Trustees in a code of procedure. Each member of the Executive Board represents the Foundation for both judicial and extra-judicial purposes. In terms of internal arrangements they shall each engage only in activities for which they are competent as set out in the code of procedure. For legal transactions which in each case would bind the Foundation to a liability in excess of 10 000 euros, the members of the Executive Board shall be entitled to represent the Foundation only jointly.
The Chair of the Board of Trustees shall represent the Foundation vis-à-vis the Executive Board.
The Board of Trustees may dismiss a member of the Executive Board for good reason. For this purpose a resolution must be passed by a majority of over two thirds of the votes on the Board of Trustees.
The Executive Board shall convene the meetings of the organs of the Foundation after consultation with the relevant Chair, shall participate in the meetings, but without the right to vote, and shall implement the resolutions adopted.
The Executive Board shall draw up the business and mid-term financial plans of the Foundation, and shall draft the annual accounts and the annual report.
§ 11 - The Advisory Committee
The Advisory Committee shall consist of individuals active in the various sectors of art and cultural life. They shall be appointed by the Board of Trustees, which may previously have asked for nominations from professional associations.
The members of the Advisory Committee shall be appointed for a period of five years. Reappointment is permissible. § 7 No. (3) sentence 3, and No. (4)sentence 2, apply here likewise.
The Advisory Committee shall select from its midst for the duration of office a Chair and Deputy Chair respectively. Reselection is permissible.
§ 12 - Rights and Duties of the Advisory Committee
The Advisory Committee shall advise and support the Supervisory Board and the Executive Board in the exercise of their activities. It shall discuss the main focuses, in terms of content, of the Foundation's activities and make pertinent recommendations.
The Advisory Committee should assemble once a year for a regular meeting. An extraordinary meeting is to be convened if requested by at least a third of the members or by the Board of Trustees. The members of the Board of Trustees may, and the members of the Executive Board should attend the meetings of the Advisory Committee in a consultative capacity.
§ 9 No. (2) to (4), (6) and (7) shall apply as appropriate to the convocation and resolutions of the Advisory Committee.
§ 13 - Expert panels
The Foundation may set up panels of experts. These shall advise the Board of Trustees and the Executive Board in defining the main focuses of the funding provided by the Foundation (programmes), and make recommendations for the selection of the projects to be funded or to be implemented by the Foundation itself.
The Board of Trustees shall appoint the members of the expert panels for a limited period, after having asked for suggestions from the Artistic Director, selecting individuals who have distinguished themselves by special achievements in the artistic or cultural sphere on a trans-regional, and ideally on an international level. In addition, a representative of the Office of the Federal Government Commissioner for Culture and the Media may attend any meetings of the expert panels, without the right to vote.
Further details will be defined in an organisational statute to be passed by the Board of Trustees.
§ 14 - Cooperation with other cultural institutions
The Foundation shall fulfil its mission in close cooperation with other comparable cultural institutions both in Germany and abroad.
§ 15 - Supervision, Budget, Auditing
The stipulations of the German Federal Budget Code ("Bundeshaushaltsordnung" - BHO) shall apply as appropriate to the preparation and execution of the Foundation's business plan.
The financial year of the Foundation shall be the calendar year. The Executive Board is to prepare the annual accounts for the foregoing calendar year within the first five months of every year. These accounts can be audited each year by an auditor or auditing company. These shall be appointed by the Board of Trustees after consultation with the Federal Audit Office ("Bundesrechnungshof"). They are to carry out their audit in accordance with the guidelines which are to be laid down by the Board of Trustees after consultation with the Federal Audit Office.
The management of the budget and business of the Foundation shall be subject to auditing by the Federal Audit Office in compliance with Section 104 No. 1 (4) of the German Federal Budget Code.
The Foundation may not offer better terms to its employees than those enjoyed by employees in the service of the federal government in comparable positions. Exceptions to this rule require the consent of the Federal Government Commissioner for Culture and the Media and of the Federal Ministry of Finance.
Exceptions to § 2 No. (3) 2 and 3 are only permissible when authorised by the federal budget plan.
§ 16 - Reporting
Each year the Foundation shall present a report accessible to the general public on its activities and future projects.
§ 17 - Amendments to the Charter, Modifications to the Purpose of the Foundation, Amalgamation with Another Foundation, Dissolution
The Board of Trustees may resolve to amend the charter in cases where an adaptation to changed circumstances appears to be necessary or where the Board of Trustees judges that the change will in other ways serve to improve the work of the Foundation.
The Supervisory Board may resolve to modify the purpose of the Foundation, amalgamate with another foundation or dissolve the Foundation if the Foundation is no longer able to fulfil its purpose, or if the fulfilment of the purpose of the Foundation under the description of that purpose that has applied to date or with the organisational structure that has existed to date no longer appears to be a reasonable option.
The Board of Trustees may at any time resolve on an amalgamation or institutional integration with the Cultural Foundation of German States, if the organs of this foundation make the same decision.
Resolutions of the Board of Trustees as set out in No. (1) to (3) require a two-thirds majority and the consent of the donor. They become effective only after having been approved by the competent foundations authority. Resolutions may not be passed by means of circular letter.
Resolutions relating to changes in the charter or to an amalgamation must not adversely affect the tax privileges of the Foundation.
§ 18 - The Foundation Authority
The Foundation shall be subject to public supervision in accordance with the Law on Foundations of Sachsen-Anhalt. The competent Foundation Authority is the Halle/Saale regional council.
Any changes in the composition of the organs of the Foundation, in the budget plan, annual accounts and progress report are to be submitted to the Foundation Authority voluntarily.
§ 19 - Devolution entitlement
Should the Foundation be discontinued or its public benefit purpose cease to exist, its assets shall fall to the Federal Republic of Germany, which should use them directly and exclusively for the former purpose of the Foundation.
§ 20 - Legal Effectiveness
The Statutes shall become effective on the day the certificate of approval is delivered.