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STATUTES OF THE FRIENDS OF THE NATIONAL GALLERY EV

Berlin, June 1977 / February 1978 / February 1994 / March 1998 / April 2005 / March 2008 / March 2009 / March 2010 / April 2016 / May 2023

§ 1 Name – Headquarters – Fiscal Year

  1. The association is called “Friends of the National Gallery eV”.
  2. The association is based in Berlin and is registered in the association register at the Berlin-Charlottenburg district court.
  3. The financial year is the calendar year.

§ 2 Purpose of the association

  1. The association is the direct successor of the “Association of Friends of the National Gallery,” which was founded in Berlin in 1929 and whose activities were suppressed by the National Socialist rulers.
  2. The “Friends of the National Gallery” pursue exclusively and directly charitable purposes within the meaning of the “Tax-privileged purposes” section of the tax code.
  3. The purpose of the association is to promote art and culture. The association supports the National Gallery sustainably and is involved in its further development.
  4. The purpose of the association is also to raise and donate funds for tax-privileged corporations or legal entities under public law - in particular the National Gallery - which are active in the areas of promoting art and culture as well as science (according to Section 58 No. 1 AO).
  5. The purpose of the statutes is achieved in particular a) through the purchase of works of art that are loaned or donated to the National Gallery; b) through cultural events - in particular exhibitions - and measures to promote art and general public education; c) by promoting cultural-scientific work in the field of modern art.
  6. The association works selflessly; it does not primarily pursue its own economic purposes.
  7. The association's funds may only be used for statutory purposes. The members of the association may not receive any profit shares or, in their capacity as members, any other benefits from the association's funds.
  8. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration. The surpluses generated by the association may not be paid out to the members; they must only be used for the stated charitable purpose. Therefore, no departing member can demand payments from the association's assets.
  9. If the association is dissolved or abolished or if tax-privileged purposes cease to exist, the association's assets go to the Prussian Cultural Heritage Foundation

§ 3 Acquisition of membership

  1. The association consists of full members and honorary members.
  2. Full members of the association can be all natural persons and all legal entities under public and private law who affirm and support the goals of the association.
  3. Honorary members and an honorary president can only be appointed by the board in agreement with the board of trustees. Honorary members and the honorary president have the rights of full members.
  4. The application for admission to full membership must be sent to the board in text form (by letter, simple email or fax). With the application, the applicant acknowledges the statutes if he or she is accepted.
  5. The board decides on admission by resolution.
  6. Membership begins with the admission decision. There is no entitlement to admission.
  7. The director of the Nationalgalerie or the directors of the Nationalgalerie houses are ex officio members of the association.

§ 4 Duties of the members

  1. The members are obliged to support the goals and interests of the association.
  2. You are also required to pay an annual contribution.
    The obligation to contribute begins in the financial year of membership. The amount of the annual fee is determined by the general meeting. It amounts to: – for members at least 600 euros annually. – for members up to the age of 35 at least 325 euros annually. The discount no longer applies in the year in which the member turns 35. – for company members at least 3,000 euros annually.
  3. The membership fee must be paid by February 28th of each year at the latest. The membership fee for new members must be paid to the association no later than one month after confirmation of admission.
  4. In the case of corporate memberships and if natural persons join the association during the course of a financial year, the board can decide on further contribution categories and/or discounts.
  5. Personal memberships are not transferable.
  6. Honorary president and honorary members as well as the director of the Nationalgalerie and the directors of the Nationalgalerie houses are exempt from paying contributions.

§ 5 Termination of membership

Membership expires

a) by death or by dissolution of the legal entity
b) by declaration of withdrawal in text form no later than three months before the end of the financial year;
c) by exclusion. This can be done for an important reason, in particular if the annual membership fee is not paid despite two requests after the end of the financial year or if remaining significantly and sustainably endangers the reputation or interests of the association. Before exclusion, the member must be given the opportunity to comment. The member concerned has the right to lodge a complaint within one month of receiving notification of the exclusion, which the next general meeting must decide on.

§ 6 Organs of the association

The organs of the association are

a) the general meeting,
b) the board,
c) the board of trustees

§ 7 General Meeting

  1. The ordinary general meeting receives the annual report from the board of directors and discharges the board of directors.
    In addition, the general meeting has the following tasks in particular: a) Changing the statutes
    b) Elections to the board of trustees
    c) Elections to the board
    d) Elections of auditors
    e) Dissolution of the association
  2. The ordinary general meeting takes place once a year – if possible within the first six months of the financial year. It must be submitted in writing (by letter, simple e-mail or fax) by the chairman of the board or, if he is unable to attend, by his deputy, giving 14 days' notice - not counting the day on which the invitation was sent or the day of the meeting - stating the agenda to convene.
  3. The board can call an extraordinary general meeting at any time - and must at the request of the majority of the board of trustees or a quarter of the members. In urgent cases the loading period is shortened to 8 days.
  4. The board of directors sets the agenda for the ordinary general meeting in coordination with the board of trustees. The agenda must be sent to the members together with the invitation.
  5. Every member can request an addition/change to the agenda in writing (by letter, simple email or fax) to the board via the association's office no later than three days before a general meeting. The chair of the meeting must announce the addition at the beginning of the general meeting. If the addition/change concerns a change to the statutes, the application must be submitted in writing (by letter, simple email or fax) to the board via the association's office at least one week before the general meeting. This must inform the members immediately before the general meeting of the proposed change to the statutes. After these deadlines have expired and in particular during the general meeting, a supplementary application is only permitted in cases of particular urgency. The chair of the meeting decides on the urgency.
  6. The ordinary and extraordinary general meetings are chaired by the chairman of the board, or if he is unable to attend, by his deputy.

§ 8 Resolution of the general meeting

  1. Unless otherwise stipulated in the statutes, the general meeting has a quorum regardless of the number of members present.
  2. Full members are entitled to vote. Each voting member has one vote. Absent natural persons can only be represented by another club member with written authorization, whereby each club member may represent a maximum of three other club members.
  3. The general meeting generally makes its resolutions with a simple majority of the votes cast, unless otherwise stated in these statutes or the law. In the event of a tie, the chairman generally decides, except in elections (see below).
  4. A majority of three quarters of the votes cast is required to make a decision on changing the association's statutes. If the vote only results in a simple majority, the board is authorized to bring about a new resolution at a second general meeting. If the application is accepted again at the second general meeting by a simple majority of the votes cast, it becomes a legally valid resolution. The invitation to the second general meeting must contain the information that the application can now be passed at the second general meeting with a simple majority of the votes cast.
  5. The votes are generally cast openly. Voting must be carried out secretly if the majority of members present so request.
  6. Minutes must be drawn up about the resolutions of the general meeting and signed by the chairman and secretary.
  7. The election of the board of directors and the board of trustees generally takes place in an open vote as individual elections.
    The election of the board of directors or the board of trustees must be voted on secretly if more than three members of the general meeting request this. If the majority of the members present agree, the election of the body can also take place en bloc, i.e. all candidates are voted on at the same time (block vote), if only as many candidates are available for election as can be elected to the board. The body is elected when more than half of the members present vote in favor. If the body is rejected by block voting, an individual election can take place for each candidate if more than three members of the general meeting present request this.
  8. The following applies to individual elections for the chairman of the board: The person who receives more than half of the votes cast is elected. If no one has received more than half of the votes cast, a runoff election will take place between the two candidates who received the most votes. The person who received the most votes is then elected. In the event of a tie, lots decide. The remaining board members are elected if they receive more than half of the votes cast. If no one or only one candidate receives half of the votes cast, the two candidates with the most votes are elected.

§ 8 a Virtual general meeting

  1. The board can decide that for important reasons (e.g. pandemic emergency) the general meeting will be held virtually. With the invitation to the general meeting, the members must be informed that the meeting will be held virtually and they must be given their access details.
  2. Virtual participation in the meeting takes place in a meeting room that is only accessible to members with their access data. For virtual participation, a mutual, constant video and audio signal transmission is required, or at least the latter if there is no video transmission (virtual participation requirements). The board is entitled to verify the identity of the participants via video transmission using the membership card and, if there are reasonable doubts, also by presenting a photo ID.
  3. Members are obliged not to make their access data accessible to any third party and to keep it secret. The members must ensure that unauthorized third parties cannot gain knowledge of the contents of the meeting.
  4. Voting can be carried out via email, (virtual) show of hands or voting software, which can also enable secret voting.
    The invitation and resolution are otherwise governed by Sections 7 and 8 of the Articles of Association.

§ 9 The Board of Directors

  1. The board within the meaning of § 26 BGB consists of at least three properly elected members - namely
    * the chairman,
    * the deputy chairman
    * the treasurer.
    The chairman is elected as such by the general meeting. The distribution of the two other offices is the responsibility of the board.
  2. The director of the Nationalgalerie or the directors of the Nationalgalerie houses take part in the meetings of the board in an advisory capacity.
  3. According to § 26 BGB, two board members are entitled to represent the association in joint action, whereby one of the signatory board members must be the chairman or his deputy. Written communications (letter, fax, email) to the board must be sent to the board via the office.
  4. The board members are elected by the general meeting for a term of three years. The term of office is limited to a maximum of three full terms. The elections will take place at the first general meeting of the new financial year. The board members in office when this regulation comes into force can serve (an additional) three terms of office.
  5. After the expiry of their term of office, the members of the board continue to hold office until a successor is validly elected.
  6. If board members leave early during their term of office, the remaining board members alone form the board until the board is completed. If the chairman leaves the board or if fewer than three people remain on the board after the member leaves, the board of trustees must immediately replace the member who has left. In all other cases, the Board of Trustees can replace the board member who has resigned. The member appointed by the Board of Trustees must be confirmed at the next general meeting for the remaining term of the electoral term. Confirmation generally takes place in individual elections, unless if there are several members to be replaced, half of the members present agree to a block vote. If the general meeting does not confirm the new board member, the following applies: If it is the chairman and/or the member had to be replaced because otherwise at least three people would not have been on the board, another general meeting must be called within two months in which for a new chairman or third board member is elected for the remainder of the term of office. In other cases, the member appointed by the Board of Trustees resigns from the Board of Directors.
  7. Regardless of the amount of their remuneration, the board of directors is only liable to the members of the association for damage caused in the performance of their board duties in the event of intent or gross negligence.

§ 10 Convening and passing resolutions of the board

  1. The chairman - or his deputy - invites all members of the board of directors in writing (by letter, simple email or fax) to the meeting or asks them to vote in writing. He chairs the board meetings.
  2. The board makes its decisions in meetings or by written vote. Alternatively, participation in meetings is permitted by telephone, video conference or virtually via an online platform if it is ensured that access is limited to members of the Board of Directors.
  3. The board has a quorum if at least three members are present at the meeting or take part in the written vote. If the board of directors lacks a quorum, the chairman of the board - or if he is unable to do so, the deputy chairman - is obliged to call a second meeting of the board within one week; This meeting has a quorum regardless of the number of board members present or taking part in the written vote. This must be pointed out in the second invitation.
  4. Resolutions are passed by a simple majority of the members present or taking part in the vote, unless the statutes provide otherwise. In the event of a tie, the vote of the chairman of the board is decisive - if he is unable to do so, the vote of the deputy chairman is decisive.
  5. Minutes must be kept of the board's decisions.
  6. The Management Board shall adopt its own rules of procedure.
  7. The board should seek advice from the board of trustees on important questions.
  8. The board can appoint one or more full-time managing directors. They can receive appropriate compensation. The board of directors decides on the question of whether remuneration is paid to the managing director.

§ 11 The Board of Trustees

  1. The board of trustees consists of at least six members. The members are elected by the general meeting at the suggestion of the board for a term of three years. If an election to the Board of Trustees is made within an election period, the term of office of the elected member is limited to the remaining term of the general election period. Re-election is permitted. With the termination of membership in the association, the office of a member of the board of trustees also ends.
  2. After the end of the electoral period, the members of the Board of Trustees continue in office until their successors take office. If members of the Board of Trustees leave early, the remaining members of the Board of Trustees alone form the Board of Trustees.
  3. The Board of Trustees has the right to appoint honorary members as advisory members and the obligation to involve the association's board of directors in its deliberations (without voting rights).
  4. The chairman of the board is also chairman of the board of trustees.
  5. The board of trustees is responsible for advising and supporting the board in fulfilling its tasks. The board of trustees must be invited to a joint meeting with the board at least once a year one month before the regular general meeting. The powers of the board according to Section 26 of the German Civil Code (BGB) remain unaffected.
  6. With regard to meetings and resolutions, Section 10 Paragraphs 1 - 5 applies accordingly, whereby the Board of Trustees has a quorum if at least half of the members are present at the meeting or take part in the written vote.

§ 12 Dissolution

The decision to dissolve the association can only be made at the request of the board in a general meeting called specifically for this purpose, in which at least three quarters of all members are represented, and only with a majority of three quarters of the voting members present. This must be specifically mentioned in the invitation to the general meeting. If the general meeting does not have a quorum, a second general meeting must take place within six weeks, which must have a quorum regardless of the number of members represented; This must be expressly stated in the invitation to this general meeting. At this meeting, too, a majority of three quarters of the voting members is required for the effective dissolution of the association.