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Articles of Association of the Foundation

board

Hans-Georg Oelnann , presiding speaker
Dr. Katharina von Chlebowski , deputy
Andrè Odier , deputy

preamble

In 2004, the Association of Friends of the National Gallery realized and financed the exhibition “The MoMA in Berlin” in the Neue Nationalgalerie. This exhibition was an unprecedented success in Europe. Over 1.2 million people saw this exhibition. The exhibition was not only a great success for 20th century art, it was also a financial success and generated proceeds of over 6 million euros. The association's board of directors and board of trustees have agreed that this financial success should remain visible in the long term and that this foundation should therefore be established in order to provide those responsible at the Nationalgalerie with the continuous opportunity to acquire contemporary art. These works remain the property of the foundation and the property of the Nationalgalerie. This foundation is intended to intensify the dialogue between those responsible at the National Gallery and young contemporary international art and to create the opportunity to acquire contemporary works of art promptly and therefore relatively cheaply. Having said this, the foundation receives the following statutes:

§ 1 Name, legal form, registered office

  1. The foundation is called the “Foundation of the Association of Friends of the National Gallery for Contemporary Art”.
  2. It is a legal foundation under civil law.
  3. The foundation is based in Berlin.

§ 2 Purpose of the foundation

  1. The purpose of the foundation is to promote contemporary art and culture. This purpose is pursued in particular by the foundation promptly purchasing contemporary art from its income. “Contemporary art” includes works that were created no more than 10 years ago from the time of acquisition and whose creators belong to the young generation – generally no older than 45 years. It doesn't matter what nationality the artist is, just as the place where the art was created plays no role in purchasing considerations.
  2. This purpose is to be achieved through the regular acquisition of works of art, which remain the property of the foundation but are made available to the Nationalgalerie on permanent loan immediately after the collection is acquired. The National Gallery decides on the type of presentation, exhibition, etc. of the works handed over as well as whether the works are loaned for other exhibitions.

§ 3 Non-profit status

  1. With its purpose set out in Section 2, the foundation pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the tax code.
  2. The foundation works selflessly. It does not primarily pursue its own economic purposes.
  3. The foundation's funds may only be used for statutory purposes. No natural or legal person may benefit from expenses that are outside the purpose of the foundation or from disproportionately high remuneration or other financial donations.

§ 4 Foundation assets

  1. At the time of recognition of the foundation, the foundation assets consist of a claim to the transfer of 900,000.00 euros in cash.
  2. In the interest of the long-term existence of the foundation, the foundation's assets must be maintained undiminished. Works of art acquired from the foundation's funds remain the property of the foundation and are made available free of charge to the National Gallery, which will carefully preserve the work and cover any necessary restoration costs.
  3. In exceptional cases, the foundation can sell works of art with the consent of the donor.

§ 5 Investment of the foundation assets

  1. The foundation's assets should be invested so that the income from the foundation's purpose and the preservation of the assets of the foundation can be guaranteed.
  2. The foundation board may only decide on the investment of the foundation's assets once an investment commission has made a recommendation on the type of investment. This investment commission consists of three independent individuals who have relevant expertise and are appointed by the board of the Friends of the National Gallery Association after hearing the Board of Trustees of the Friends of the National Gallery Association for a period of three years. The investment commission submits its suggestions to the foundation board. The foundation board decides on the investment of the foundation's assets.

§ 6 Grants

The foundation may accept donations that increase the foundation's assets, and may transfer funds to the foundation's assets upon death and free reserves within the meaning of Section 58 No. 7 a) AO.

§ 7 Use of funds

  1. The foundation fulfills its task and thus its purpose from the income from the foundation's assets and from donations, insofar as these are not intended to strengthen the foundation's assets.
  2. The foundation's costs must be covered in advance from the income and donations.
  3. The formation of reserves is permitted provided that this does not affect the foundation's tax relief.

§ 8 Organ, representation

  1. The body of the foundation is the board.
  2. The members of the board work on a voluntary basis. You are entitled to reimbursement of reasonable out-of-pocket costs and expenses incurred.
  3. The foundation may employ one or more managing directors to carry out its tasks.
  4. The foundation is represented by the chairman of the board of the foundation, or if he is unable to do so, by his deputy.

§ 9 Foundation Board

  1. The foundation board consists of three people, one of whom is a member of the board of the Friends of the National Gallery. This board member is appointed by the board of the Friends of the National Gallery. Another board member is appointed by the association's board of trustees, and the third board member is jointly appointed by the association's board of directors and the association's board of trustees. Members of the association's board of trustees can also - if appointed - be members of the foundation's board.
  2. The foundation board is appointed for a period of three years. Resigned board members must be replaced immediately. They are only determined for the remaining period for which the resigned member was appointed to the foundation board. If the board member of the Association of Friends of the National Gallery leaves the association's board, his role as board member of the foundation automatically ends. In this case, the board of the Association of Friends of the National Gallery will immediately appoint a successor to the resigned board member for the remaining time.
  3. The member of the board of this foundation appointed by the board of the Association of Friends of the National Gallery is also the chairman of the board of this foundation. The member appointed by the Board of Trustees is the deputy chairman of the board.
  4. Reappointment of board members is permitted.
  5. The foundation board can set its own rules of procedure.

§ 10 Duties of the Board of Directors

  1. The board manages the foundation in accordance with these statutes and carries out the wishes of the founder - the Association of Friends of the National Gallery - as effectively and sustainably as possible. In particular, he is responsible for - the management of the foundation's assets, - the use of the foundation's funds, unless the statutes provide otherwise, - the reporting on the activities of the foundation and the corresponding reporting to the foundation supervisory authority.
  2. To the extent that the foundation board uses one or more managing directors for its tasks and to carry out its day-to-day business, he or she is subject to the instructions of the board. The chairman of the foundation board will be called to a meeting at the request of a board member, but at least once a year.

§ 11 Purchase Commission

  1. The foundation is assigned to the acquisition commission, which decides on the acquisition of the works of art to be purchased in accordance with the foundation's purpose solely within the framework of the available funds. The board of directors only has the right to veto the purchase decision for financial reasons (sufficient funds not available).
  2. The purchase commission consists of three members: One member is appointed by the director of the Nationalgalerie, who should, if possible, be the person responsible for the Hamburger Bahnhof or for the contemporary art of the Nationalgalerie; the second member is appointed by the board of trustees of the Association of Friends of the National Gallery. The member appointed by the director and the board of trustees will agree on the third commission member, who may not be a member of the association's board of directors or the association's board of trustees. The members' term of office is two years. While those appointed by the Director of the National Gallery and the Board of Trustees of the Association of Friends of the National Gallery can be re-appointed as often as desired, the third commission member can only be re-elected once; This means that this can only be part of the purchasing commission for a maximum of four years.
  3. The member appointed by the director is the chairman of the acquisition committee.
  4. The purchasing committee should decide as unanimously as possible. When making a purchase decision, the member of the commission appointed by the director of the National Gallery may not be overruled.
  5. The members of the purchasing committee work on a voluntary basis. Necessary expenses will be reimbursed in an appropriate amount.

§ 12 Fiscal year, management

  1. The foundation's fiscal year is the calendar year.
  2. The foundation's income and expenses must be recorded and receipts collected. At the end of each financial year, statements of the foundation's income and expenses and its assets as well as a report on the fulfillment of the foundation's purpose must be prepared and presented to the board of the Association of Friends of the National Gallery and the board of the foundation.
  3. Upon order of the founder, the foundation board must have the foundation audited by an auditor or an auditing firm. The audit mandate must also focus on the preservation of the foundation's assets as well as the statutory use of income and any donations by preparing an audit report in accordance with the Articles of Association. S.v. Section 8 Paragraph 2 of the Berlin Foundation Act extends.
  4. The board examines and approves the documents in accordance with paragraph 2 sentence 2 and the report on the fulfillment of the foundation's purpose as well as - in the event of an audit in accordance with paragraph 3 - the audit report approved by it as an annual report.
  5. The foundation board informs the founder about the past financial year and its results as quickly as possible.

§ 13 Resolution

  1. The board makes its decisions in meetings or by written vote. The chairman invites all board members to the meeting in writing, stating the agenda, or asks them to vote in writing. The board only has a quorum if all three members are present or have submitted written statements.
  2. In the interests of the foundation, the resolutions of the board must be made as unanimously as possible. If unanimity cannot be achieved, the majority decides.
  3. Minutes must be taken of the board meeting and signed by the chair of the meeting. Resolutions must be recorded verbatim.

§ 14 Amendment to the Articles of Association

  1. The foundation board can change the foundation's statutes, including the foundation's purpose, if this seems sensible to it, even without a significant change in circumstances.
  2. Decisions on changes to the statutes require the approval of the board of the Friends of the National Gallery and the foundation supervisory authority. For changes to the statutes that affect tax aspects, the prior consent of the responsible tax office must always be obtained.
  3. If the foundation is abolished, the assets of the foundation will go to the Association of Friends of the National Gallery. If the association no longer exists when the foundation is abolished, the assets will go to the Prussian Cultural Heritage Foundation, which will use the assets in accordance with the purpose of the foundation and may use them exclusively and directly for charitable purposes.

§ 15 Foundation supervision

  1. The foundation is subject to Berlin state supervision in accordance with the provisions of the Berlin Foundation Act.
  2. The foundation supervisory authority is the Berlin Senate Department for Justice.
  3. According to Section 8 of the Foundation Act, the members of the board of directors authorized to represent them are obliged to immediately notify the supervisory authority of the respective composition of the board of directors, including the distribution of offices, and provide evidence (declarations of acceptance or resignation or other evidentiary documents), whereby the appointment of the board members is determined by the chairman of the board must be confirmed by the Association of Friends of the National Gallery with a legitimizing effect to the outside world, and the address of the foundation and the residential address of the members of the board must be communicated; – submit the annual report decided in accordance with Section 11 paragraph 4; this should take place within four months or, if an audit report is prepared, within eight months after the end of the financial year; the board resolution must be attached.
  4. Decisions on changes to the statutes, the abolition of the foundation or its merger with another foundation require the approval of the supervisory authority. Approval must be requested from the supervisory authority by the board members authorized to represent the company in accordance with Section 7. The consent of the responsible tax authority must also be obtained in advance if tax aspects are affected.

§ 16 Entry into force

The foundation statutes come into force on the day the recognition is received by the foundation supervisory authority.

§ 17 Assumption of start-up costs

The foundation covers the full start-up costs incurred by the Association of Friends of the National Gallery.
FOUNDATION OF THE ASSOCIATION OF FRIENDS OF THE NATIONAL GALLERY FOR CONTEMPORARY ART EV
Potsdamer Straße 58, 10785 Berlin Tel.: +49 (0)30 26 39 488 22 mail@vfn-stiftung.org www.vfn-stiftung.org Tax number 27/605/56192 Sales tax identification number: DE 33 675 1783