Articles of Association

§ Purpose and tasks of the foundation 

1. The purpose of the foundation is the promotion of family entrepreneurship, the formation of networks and discourse on political, social and economic matters, insofar as these may have a lasting influence on family businesses or entrepreneurship. 
2. The foundation realises its purpose by, among other methods,   
3. publicly promoting ideas about family entrepreneurship; 
4. organising and promoting congresses, events and training sessions for the benefit of family businesses or entrepreneurship; 
5. imparting knowledge and skills needed for the management and governance of family businesses through general training sessions, events and consultations or which support succession in family businesses; 
6. convening owners of family businesses from across Germany, Europe and the world in order to exchange ideas;
7. informing the general public about the particulars of family businesses and entrepreneurship and issues related to this in Europe; 
8. introducing and discussing issues relating to family businesses, the conditions they are operating within and family entrepreneurship within the political sphere and informing family businesses of political developments; 
9. positioning family businesses within the labour market.   
10. The foundation may found, run or invest in businesses of any kind both in Germany and abroad in pursuit of the foundation’s purpose pursuant to para. 1 using resources from its assets or foundation capital. The above-mentioned measures shall be decided on by the foundation's Executive Board. 
11. Any annual surpluses may only be used for tasks within the meaning of these articles of association. These articles of association do not confer any legal entitlement to the foundation's services.   
12. The foundation is entitled – including beyond the scope laid out in para. 1 and 2 – to award grants to any recipients provided that they serve tax-privileged purposes within the meaning of Sections 51 et seq. of the Fiscal Code of Germany and that the foundation receives a corresponding confirmation of the donation. Such grants shall be decided on at the discretion of the Executive Board. 

§ 3 Assets of the foundation

1. The basic capital of the foundation amounts to EUR 200,000.00.  
2. The basic capital shall remain at a stable and undiminished level. 
3. The foundation is entitled to restructure its basic capital at any time, even completely.
4. The basic capital shall grow as a result of donations from third parties, insofar as these donations are expressly made for this purpose (endowments). The Executive Board shall decide whether to accept them. 
5. Recourse to the basic capital in fulfilment of the foundation's purpose shall only be permitted if the current income and reserves of the foundation are not sufficient to fulfil the foundation's purpose, it does not go against the founder’s wishes and the continued existence of the foundation can still be guaranteed in the long term in spite of recourse to the basic capital.  
6. The foundation's funds may only be used for purposes in accordance with these articles of association. No person may benefit from expenses unrelated to the foundation's purpose or from disproportionately high remuneration. 

§ 4 Financial year 

 The financial year of the foundation is the calendar year.

§ 5 Executive bodies of the foundation  

1. The executive bodies of the foundation are: 
2. the Executive Board 
3. the Board of Trustees 
4. the Circle of Sponsors 
5. In addition to reimbursement of their expenses, members of the foundation's Executive Board are also entitled to compensation proportionate to the work involved in managing the foundation. This is determined by the foundation's Board of Trustees with due consideration of the state of the foundation's assets and income. The members of the Executive Board may also work on a voluntary basis. In this case, they shall only be entitled to reimbursement of expenses.  
6. Members of the foundation's Board of Trustees and members of the Circle of Sponsors shall work on a voluntary basis. The Executive Board may decide that they are entitled to reimbursement of expenses. 

§ 6 Foundation authority 

 The foundation is subject to regulation in accordance with the laws applicable to foundations. The foundation authority is Stuttgart regional council.   

§ 7 General 

1. The foundation's Executive Board has the status of legal representative. It represents the foundation both in and out of court.  
2. If there is only one person on the Executive Board, then s/he shall represent the foundation alone. If the Executive Board consists of more than one member, then the foundation shall be represented by two Board members jointly. The Board of Trustees may grant sole power of representation and exemption from the limitations of Section 181 of the German Civil Code (Bundesgesetzbuch, BGB) to individual members of the Executive Board on a general or case-by-case basis. The members of the Executive Board appointed in the deed of foundation shall always have sole power of representation and be exempt from the limitations of Section 181 of the German Civil Code.
3. If the Executive Board consists of more than one member, then decisions of the Executive Board will be made through a resolution by a simple majority of votes cast orally in a board meeting or outside of a board meeting in written or text form. Abstentions are not deemed to be cast votes. Additional formal legal requirements remain unaffected.  
4. All decisions and resolutions made by the Executive Board must be recorded in writing.  
5. Meetings of the Executive Board shall take place when the affairs of the foundation require it but at least once per calendar year or whenever a member of the Executive Board requests the calling of a meeting.

§ 8 Number of members, terms of office and composition of the Executive Board 

1. The Executive Board shall have at least one and at most four members. No more than two members of the Executive Board shall be appointed by the founder. The founder is authorised to appoint replacement members for Board members he appoints himself either when making the appointment or at a later date. They shall take the place of the members initially appointed by the founder in the order specified by the founder even after the founder’s death if, for whatever reason, one of the original members resigns from the Executive Board.  Members of the Executive Board not appointed by the founder shall be appointed by the Board of Trustees.  After the founder's death, the successors of the members appointed by the founder shall be appointed immediately by these members themselves by a written declaration to all other Executive Board members, unless the founder already appointed replacement members while alive in accordance with the sentence 3 above.  If a member appointed by the founder resigns from the Executive Board after the founder’s death, before a successor has been appointed and without a replacement member having been nominated in accordance with sentence 3, then the regulation above in sentence 4 shall apply. The same shall apply if a replacement member appointed by the founder in accordance with sentence 3 above resigns from the Board after the founder's death, or if a Board member appointed by the Executive Board itself in accordance with sentence 5 above resigns from the Board after the founder’s death.  
2. The term of office of an Executive Board member appointed by the Board of Trustees is five years, unless a shorter or longer term is specified when the appointment is made. The same applies to a member appointed by the founder or appointed in accordance with para. 1 sentence 5, unless the founder (in the case of para. 1 sentence 3) or the member nominating his/her successor (in the case of para. 1 sentence 5) specifies a shorter or longer term. The term of office of an Executive Board member begins on his/her assumption of the role. This also applies to the terms of office of replacement members appointed in accordance with para. 1 sentence 3. Executive Board members may be reappointed. The founder may also appoint himself to the Executive Board.   
3. The Board of Trustees may dismiss members of the Executive Board it has appointed, on compelling grounds. The founder may dismiss members of the Executive Board he has appointed, on compelling grounds. After the founder's death, members of the Board of Trustees appointed by the founder, i.e. in accordance with para. 1 sentence 3, or appointed in accordance with para. 1 sentence 5 may be dismissed by the Board of Trustees before their term expires only on compelling grounds. The dismissal shall proceed irrespective of any claims to compensation under existing contracts. The dismissal shall be effective until such time as its ineffectiveness is established in a legally binding manner.   
4. The rights of the founder referred to above in para. 1 to para. 3 apply only if and as long as s/he is a member of the Executive Board or Board of Trustees.   

§ 9 The tasks and internal organisation of the Executive Board 

 The foundation's Executive Board manages the foundation. In particular, it has the following tasks: 

1. managing the foundation’s assets;  
2. using resources to fulfil the foundation’s purposes;
3. account keeping for the inventory of and changes to the foundation's assets and incoming and outgoing funds;
4. submitting the annual financial statement (balance sheet, profit and loss account) in accordance with Sections 238 et seq. of the Commercial Code of Germany (Handelsgesetzbuch, HGB), the report on the fulfilment of the foundation's purpose and the audit report by a financial auditor regarding the annual financial statement of the previous financial year to the foundation's Board of Trustees within four months following the end of the financial year;
5. submitting the annual financial statement mentioned in point 4, in addition to the audit report and report on the fulfilment of the foundation’s purpose, after approval by the Board of Trustees – if legally required – to the regulatory body;
6. notifying the foundation authority of any changes to the membership of the Executive Board. 

§ 10 Notification requirements 

The Executive Board’s notification requirements are based on legal provisions.   

§ 11 Managing Director 

1. The Executive Board may appoint one or more Managing Directors of the foundation to manage the day-to-day work of the foundation.  
2. The Executive Board may grant sole or joint power of representation to the Managing Director(s). The scope of this power shall be limited internally by rules of procedure or a corresponding directive issued by the Executive Board.
3. Each Managing Director is entitled to proportionate compensation for his/her work which will be established by the Board of Executives.

§ 12 Composition of the Board of Trustees 

1.  The Board of Trustees consists of at least five members who must possess the necessary expertise and personal qualifications for an appointment of this kind by virtue of their education and social status.
2.  The first members of the Board of Trustees shall be appointed by the founder for their first term of office. Further members of the Board of Trustees and the successors of the first members shall be elected by the Board of Trustees by a simple majority of votes cast. The members of the Board of Trustees may not also be members of the Executive Board or the Circle of Sponsors.
3. Members of the Board of Trustees are appointed or elected for terms of five years. Re-election is permitted. 

§ 13 Tasks of the Board of Trustees 

1. The Board of Trustees has the following tasks:
2. advising and monitoring the Executive Board;  
3. annual discharge of the Executive Board; 
4. auditing and approving the annual financial statement and report on the fulfilment of the foundation's purpose submitted by the Executive Board; 
5. approval of legal transactions which require consent.
6. The Board of Trustees has full rights to information in accordance with Section 90 of the Stock Corporation Act (Aktiengesetz, AktG). 
7. The Board of Trustees may make the execution of transactions by the Executive Board contingent on its approval at any time. 
8. The Board of Trustees may issue rules of procedure for the Executive Board.
9. The Board of Trustees represents the foundation vis-à-vis members of the Executive Board both in and out of court.
10. The Board of Trustees is an independent monitoring body within the meaning of Section 8 para. 2 of the Foundation Law (Stiftungsgesetz, StiftG).   

§ 14 Internal organisation 

1. The Board of Trustees shall convene a meeting at least twice a year. The meetings of the Board of Trustees shall be called by the Executive Board. A meeting of the Board of Trustees must be called if a member of the Board of Trustees requests it from the Executive Board in writing, indicating the grounds for the meeting.
2. The Board of Trustees is quorate if at least a quarter of the members of the Board of Trustees in place at the time of the decision-making process participate in that process. Decisions of the Board of Trustees shall be passed by a simple majority of the votes cast; they shall be recorded in writing. In all other respects, the Board of Trustees governs its own internal organisation using rules of procedure; decisions on the rules of procedure must be made with a 75% majority of votes cast.

§ 15 The Circle of Sponsors of the foundation 

1. Natural persons, legal entities and partnerships who commit to the foundation’s aims may be appointed to the foundation's Circle of Sponsors. The Executive Board decides on appointments to the Circle of Sponsors. The Executive Board may lay down further details in rules of procedure for the Circle of Sponsors.
2. The Circle of Sponsors shall consist of at least three members. Members of the Circle of Sponsors may not also be members of the Board of Trustees. The first members of the Circle of Sponsors shall be appointed by the founder for their first term of office. Further members of the Circle of Sponsors and the successors of the first members shall be appointed by the Executive Board.  
3. Members are appointed to the Circle of Sponsors for a term of five years. Reappointment is permitted. 
4. The Circle of Sponsors has the following tasks:
5. supporting the Executive Board in implementing the foundation's purpose.
6. providing advice with regard to identifying and defining objectives to be implemented by the Executive Board pursuant to Section 2 para. 1 and para. 2.
7. participating in and supporting the Executive Board with congresses, events, training sessions and debates with and within political bodies. 
8. assisting in forming networks.  
9. A member of the Circle of Sponsors may renounce his/her membership before his/her term expires by means of a written declaration to the Executive Board at any time. The Executive Board may dismiss a member of the Circle of Sponsors before his/her term expires at any time for compelling reasons. The member in question shall be given a hearing beforehand.  
10. Members of the Circle of Sponsors shall make annual sponsorship contributions to the foundation. The precise details of this shall be specified by the Executive Board. 

§16 Amendments to the articles of association 

Amendments to the articles of association must be designed to facilitate the fulfilment of the foundation’s purpose in accordance with the founder’s intentions and vision in the face of changing circumstances. They require a decision by the Executive Board and the approval of the majority of members of the Board of Trustees.

 § 17 Amendments to the foundation's purpose, dissolution of the foundation 

1. Amending the foundation's purpose, dissolving the foundation or merging the foundation with another foundation require a decision by the Executive Board and the approval of the majority of the members of the Board of Trustees, with the majority amounting to at least 75% of votes cast. The aforementioned decisions also require the approval of the foundation authority.
2. In the event of the winding-up or dissolution of the foundation, the Executive Board shall decide, with the approval of the majority of the members of the Board of Trustees, whom the foundation’s assets shall go to. In doing so, the Executive Board shall choose tax-privileged private or public corporations which will use the foundation's assets for purposes pursuant to Section 2 of these articles of association.  
3. Decisions regarding amendments to the foundation's purpose and the merging or dissolving of the foundation are only permitted if the fulfilment of the foundation’s purpose is no longer permanently possible in the long-term or if the purpose is no longer feasible due to significant changes of circumstance. The founder’s original intentions must be taken into consideration where possible.   

§ 18 Severability clause 

Should a provision of these articles of association be or become ineffective or should there be a gap in these provisions, the legal effect of the remaining provisions shall hereby remain unaffected. Any regulatory gaps of this nature must be filled in accordance with the purpose and tasks of the foundation and the effective provisions of these articles of association.