§ 1 Name, Legal Nature, Headquarters and Financial Year
The association bears the name “Konrad-Adenauer-Stiftung e.V.” It has the legal form of a registered association and shall be entered in the register of associations at Charlottenburg District Court, Berlin. The headquarters of the association is Klingelhöferstraße 23, 10785 Berlin. The financial year is the calendar year.
§ 2 Purpose
The Konrad-Adenauer-Stiftung e.V. exclusively and directly pursues charitable purposes on a Christian democratic basis. In particular, it shall
- provide political education,
- investigate and document the historical development of the Christian democratic movement,
- develop the bases for political action through research and consultancy,
- support European unification, cultivate international understanding through information and encounters and provide assistance with development policy projects and programmes,
- grant moral and material assistance to politically persecuted democrats,
- promote the academic education and training of talented and young people of suitable character,
- encourage art and culture by means of events and scholarships,
- grant the public access to the results of their work.
To perform these functions, the Konrad-Adenauer-Stiftung e.V. employs its intellectual, personnel and material possibilities in Germany and abroad.
§ 3 Membership
Members of the association may only constitute natural persons. The Board of Directors decide who is given provisional membership. This is confirmed by the meeting of members. The total number of association members is limited to 55. Membership shall terminate three years after commencing the activity unless extended for a further three years owing to a decision taken by the meeting of members. Withdrawal from the association may be declared at any time. Members, who do not participate in a meeting of members within a period of three years, shall withdraw from the association.
Upon request of the Board of Directors, the meeting of members may withdraw a member from the association by two-thirds majority if there is an important reason. The member shall be heard before the decision is taken.
§ 4 Raising Association Funds
Members of the association are not obliged to pay a contribution.
Funds for the association’s purposes are to be raised through grants, voluntary payments and donations.
§ 5 Bodies
The bodies of the association are the meeting of members, the Board of Directors and the Board of Trustees.
§ 6 Board of Directors
The meeting of members elects the Board of Directors for two years. It consists of the chairperson, up to three deputy chairs, the treasurer as well as the secretary general and up to 16 other members, of which three are co-opted by the Board of Directors. Electing and co-opting non-members to the Board of Directors is permitted. More than half of the members of the Board of Directors must be members of the association. At the proposal of the chairperson, the secretary general shall be elected for four years and represent the chairperson both internally and externally. The office of the Board of Directors ends only with the new election. The meeting of members decides upon the voting procedure for board members. A joint election is permitted.
At the proposal of the Board of Directors, the meeting of members may appoint a personality as an honorary chairperson because of their outstanding services to the foundation. They shall have a seat and vote in the Board of Directors and in the other foundation bodies.
The Board of Directors conducts the foundation’s business activities and manages its assets. It is responsible for all tasks unless assigned to the meeting of members or the Board of Trustees by the Articles of Association. The chairperson and the secretary general may receive an appropriate expense allowance or remuneration. The Board of Directors decides on the amount of the payment. The affected board member shall not be entitled to vote.
The meeting of the Board of Directors shall be convened as often as necessary. The Board of Directors shall be convened with a notice period of seven days, stating the agenda; in justified exceptional cases, the notice period may be shortened. In urgent cases, resolutions adopted by the Board of Directors may also be carried out in writing, electronic or telephone circulation. A resolution shall be passed with a simple majority of the votes cast. If a member of the Board of Directors objects to a resolution passed by circulation, the matter shall be dealt with at the next meeting.
The Board of Directors shall issue the foundation with rules of procedure. The rules of procedure are to be approved by the meeting of members.
§ 7 Representation
Board of Directors within the meaning of § 26 of the German Civil Code [BGB], are all members of the Board of Directors according to § 6 of the Articles of Association. The chairpersons, the deputy chairpersons, the treasurer and the secretary general have sole power of representation in each case. Two of the other board members represent the association together.
§ 8 Board of Trustees
The Board of Trustees advises and supports the Board of Directors with the planning and implementation of its tasks. The Board of Trustees is made up of at least ten people who are appointed by the Board of Directors for a duration of two years. The chairperson of the Board of Trustees can submit proposals to the Board of Directors for appointing members to the Board of Trustees. It is not necessary that members of the Board of Trustees belong to the association. At the proposal of the Board of Directors, the Board of Trustees elects the chairperson and the deputy chairperson for a duration of two years. Reappointment or re-election are permitted. The Board of Directors can dismiss members of the Board of Trustees prematurely for an important reason. In the event that a member of the Board of Trustees withdraw prematurely, the Board of Directors may appoint substitute members for the rest of the electoral period.
The Board of Trustees should preferably convene once a year and at least once in an electoral period. The chairperson of the Board of Trustees shall carry out the invitation. It informs the Board of Directors about the results of the deliberations of the Board of Trustees.
§ 9 Meeting of Members
The meeting of members is the supreme governing body of the foundation. It has the following tasks in particular:
- Consultation and adoption of resolutions on the foundation’s work guidelines;
- Acceptance and approval of the business and cash reports;
- Approval of the activities of the Board of Directors;
- Election of the Board of Directors;
- Adoption of resolutions about tasks assigned to them in the Articles of Association.
§ 10 Implementation of the meeting of members
The meeting of members shall be convened by the Board of Directors with indication of the agenda in writing with a notice period of at least 14 days. It should take place at least once a year, if possible during the third quarter of the financial year.
The meeting of members is quorate if at least half of the members are present. If it does not have a quorum, a meeting convened with the same agenda shall have a quorum regardless of the number of members present; this shall be indicated in the invitation.
The majority of members present decide upon the adoption of a resolution.
§ 11 Extraordinary Meeting of Members
If business requires, the Board of Directors can convene extraordinary meetings. They need to be convened when requested by one third of the members.
§ 12 Resolutions
Resolutions adopted by the meetings of members are recorded and signed by a member of the Board of Directors and one additional member.
§ 13 Non-Profit Status
The Konrad-Adenauer-Stiftung e.V. exclusively and directly pursues charitable purposes within the meaning of the statutory provisions and particularly through the promotion of democratic and civil education as well as scientific research.
The association is non-profit making; it does not primarily pursue its own financial purposes.
The assets and income of the association must only be used for the purposes cited in § 2. Any profits made must only be used for purposes defined in the Articles of Association. The members shall not receive any profit shares nor any grants from association funds in their capacity as a member. When withdrawing from the association or in case of its dissolution, they shall have no claim to the association’s funds. No person may be favoured by administrative expenses that are alien to the purposes of the association or by disproportionately high remuneration.
In the event that the association is dissolved or annulled or its purpose is discontinued, half of the association’s assets shall be transferred to the “German Caritas Association” and to the “Diakonische Werk - Innere Mission und Hilfswerk der Evangelischen Kirche in Deutschland” [Diaconial Work - Inner Mission and Relief Organisation of the Protestant Church in Germany], which must exclusively and directly use it for charitable purposes.
§ 14 Accounting and Revision
During the first quarter of the financial year, the Board of Directors shall draw up the annual accounts and the annual report for the previous financial year.
An expert must review the annual accounts by the end of the first half of the new financial year.
§ 15 Amendment to the Articles of Association and Dissolution of the Association
Amending these articles of association and dissolving the association requires a resolution adopted by a three-fourths majority of the meeting of members.
§ 16 BGB Provisions
In all other respects, the provisions of §§ 27 (2) and (3), (28), (32) and 33 of the BGB shall apply.