Foundation Articles of Association of the PATRIZIA Foundation 

 

 

§ 1 Name, Legal Structure

1.1 The Foundation shall bear the name “PATRIZIA Foundation”

1.2 It is a dependent foundation under the administration of the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world and will be represented by the latter in legal and business relations.

§ 2 Purpose of the Foundation

2.1 The purpose of the Foundation is to advance the care and welfare of children and young people in the areas of education and training, upbringing and educational support, health and rehabilitation. The Foundation provides assistance in cases of social hardship and in emergencies caused by disasters or the effects of war. It supports projects relating to art, culture and science, research and technology, development aid and refugee aid for the benefit of children and young people, as well as people in need all over the world. Its purpose is also to support employees of the PATRIZIA group of companies and their families who find themselves in difficult social circumstances due to a serious illness, misfortune or accident and who fulfil the requirements for charity within the meaning of Section 53 of the German Tax Code.

2.2 The purpose of the Foundation is realised in particular by raising funds and passing them on to other domestic tax-privileged bodies, which are to use these funds directly for tax-privileged purposes, as well as through projects in Germany and abroad. The foundation is to operate as a funding body according to § 58 No. 1 AO

2.3 The Foundation shall exclusively and directly serve public-benefit and/or charitable purposes within the meaning of the “Tax-privileged purposes” chapter of the German Tax Code.

2.4 The Foundation shall act altruistically; it shall not primarily serve its own economic purposes. The Foundation’s funds may be used only for the purposes set out in the Articles of Association. The donor and his heirs shall not receive any contributions from the Foundation’s funds. No person may benefit from expenditures unrelated to the purpose of the Foundation or from disproportionately high levels of donations.

§ 3 Foundation Assets

3.1 The Foundation will be endowed with the initial assets made evident in the foundation deed. The endowed assets are to be managed separately from the other assets of the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world.

3.2 The Foundation shall fulfil its purpose using income from the Foundation’s assets and from donations that are not expressly designated to increase the Foundation’s assets. Excluded are the creation of reserves or allocations to the Foundation’s assets according to section 62 paragraph 1 (3) of the German Tax Code.

3.3 The Foundation is entitled to receive donations. All donations that are designated to this end will accrue to the Foundation’s assets (endowment contributions).

3.4 As permitted under tax law, the Foundation can use funds from another tax-privileged corporation or legal person under public law for the purpose of asset building.

§ 4 Adjustment of the Foundation to Changed Circumstances and Termination

4.1 Should circumstances change in such a manner that the Foundation’s Governing Board of the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world no longer considers the ongoing and long-term fulfilment of the Foundation’s purpose meaningful, the Foundation may adopt a new purpose.

4.2 The Managing Board members of the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world and the donor can decide together to terminate the Foundation when circumstances mean that the ongoing and long-term fulfilment of the Foundation’s purpose is no longer meaningful.

§ 5 Change of Carrier

In the case of termination, insolvency, or a serious violation of duty by the Foundation’s carrier, the Foundation Governing Board of the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world can decide to continue the Foundation with another carrier or as an independent foundation.

§ 6 Accession

In the case of termination or dissolution of the Foundation or the cessation of tax-privileged purposes, the assets of the Foundation shall go to the PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world, who shall immediately and exclusively use them for public benefit, charitable or religious purposes.

§ 7 Position of the Tax Authorities

Decisions about changes to the Articles of Association, the termination the Foundation and the continuation of the dependent foundation under German civil law must be reported to the responsible tax authorities. A declaration of no objection must be received from the tax authorities for changes to the Articles of Association that affect the Foundation’s purpose.

Foundation Articles of Association of the PATRIZIA KinderHaus

Foundation 

 § 1 Name, legal form, registered office

1.1 The Foundation shall bear the name “PATRIZIA KinderHaus – Wolfgang Egger Foundation for children and young people all over the world”.

1.2. It is a public foundation with legal capacity under German civil law.

1.3 The registered office of the Foundation is in Augsburg, Germany.

§ 2 Purpose

2.1 The purpose of the Foundation is to advance the care and welfare of children and young people in the areas of education and training, upbringing and educational support, health and rehabilitation. The Foundation provides assistance in cases of social hardship and in emergencies caused by disasters or the effects of war. It supports projects relating to art, culture, science, research, technology, development aid and refugee aid for the benefit of children and young people as well as people in need all over the world. Its purpose is also to support employees of the PATRIZIA group of companies who find themselves in difficult social circumstances due to a serious illness or accident and who fulfil the requirements for charity within the meaning of Section 53 of the German Tax Code. In accordance with the tax regulations on public-benefit status, the donor and his family may also receive support from the Foundation.

In particular, the purpose of the Foundation is fulfilled through

• independently realising measures that serve the purpose of the Foundation, e.g. implementing measures aimed at providing mental, emotional and physical support, e.g. the advancement and support of individuals in emergency situations (within the meaning of Section 53 German Tax Code) or in training (grants);
• providing monetary and/or material resources and services for existing or new facilities and institutions whose functions serve the purpose of the Foundation.

2.2 The Foundation shall exclusively and directly serve public-benefit and/or charitable purposes within the meaning of the “Tax-privileged purposes” chapter of the German Tax Code.

2.3 The Foundation shall act altruistically; it shall not primarily serve its own economic purposes.

2.4 The entirety of the Foundation’s funds may be used only for the purposes set out in the Articles of Association. No one shall benefit from expenditure unrelated to the purpose of the Foundation or from disproportionately high levels of support, donations or remuneration.

2.5 There shall be no legal right to the granting of benefits by the Foundation.

 § 3 Basic assets, donations in kind

3.1 At the time of its establishment, the basic assets of the Foundation consist of cash assets (e.g. bank balances, securities) with a total value of EUR 100,000.00. An exact list of the assets dedicated to the Foundation is attached as an appendix.

3.2 In addition, the donor transferred real estate assets (donation in kind) to the Foundation in the form of the property at Stettenstrasse 10, 86150 Augsburg, Germany entered in the Land Register of the Local Court of Augsburg, page 23050. This is a permanent part of the foundation assets.

3.3 The Foundation shall fulfil its purpose using income from the foundation assets and donations from third parties.

3.4 General reserves may be recognised to the extent permitted under the tax law provisions pertaining to public-benefit organisations. The Foundation Governing Board may allocate general reserves and third-party donations to the foundation assets.

3.5 The Foundation is entitled to receive donations. These must be dedicated to the purpose of the Foundation. They must be allocated to the foundation assets.

§ 4 Boards

The boards of the Foundation shall be

4.1 the Foundation Governing Board and

4.2 the Foundation Council.

§ 5 Number, appointment, term of office and dismissal of members of the Foundation Governing Board

5.1 The Foundation shall have a governing board consisting of one member. The member shall be elected by the Foundation Council for a period of one year. Re-election shall be permitted. Upon expiry of a term of office the incumbent governing board shall continue business until the election of the new governing board. The Foundation Council may pass a resolution to increase the number of governing board members. The first Foundation Governing Board shall be appointed by the donor.

5.2 The Foundation Council may dismiss members of the governing board before their term of office has expired without stating any reasons. The rights of the foundation supervisory authority shall remain unaffected.

5.3 If a member of the governing board leaves office before their term of office has expired, the Foundation Council shall elect a replacement member for the remainder of the term of office. The number of governing board members shall decrease by the number of persons leaving office until replacements are made.

5.4 The Foundation Governing Board shall elect a chairman and a deputy chairman for the term of his office from among its members by a majority of its members.

5.5 The members of the Foundation Governing Board shall work for the Foundation on an unpaid basis. They may be reimbursed for their expenses necessarily incurred in the course of their work for the Foundation.

$ 6 Responsibilities of the Foundation Governing Board

6.1 The Foundation Governing Board shall ensure that the purpose of the Foundation is fulfilled on a lasting and sustainable basis. If more than one governing board member is appointed, the governing board members shall manage the Foundation’s business together.

6.2 The Foundation Governing Board shall represent the Foundation in and out of court with at least two of its members if more than one governing board member is appointed. One of these members must be the chairman or the deputy chairman of the governing board.

 § 7 Convention, quorum and resolutions of the Foundation Governing Board

7.1 The Foundation Governing Board shall be convened in writing at least twice per calendar year by its chairman – or in his absence by his deputy chairman – stating the individual items on the agenda. The notice period shall be at least two weeks. The Foundation Governing Board shall also be convened at the request of a member; the request must state the item for discussion.

7.2 The governing board shall be quorate if more than half of its members are present.

7.3 Except in the cases under Section 5 (4) and Section 11, the governing board shall pass resolutions by a majority of its members present. The Foundation Governing Board may also pass resolutions in writing if all members issue their written agreement (circular procedure).

7.4 Minutes must be produced for the resolutions passed at the meetings of the Foundation Governing Board. They must be signed by the chairman and one other member. All resolutions of the governing board must be compiled and kept for the duration of the Foundation’s existence.

 § 8 Number, appointment, term of office and dismissal of members of the Foundation Council

8.1 The Foundation Council shall consist of three members. They may not be members of the Foundation Governing Board at the same time. The donor shall be a member of the Foundation Council for life. This position may be inherited on the proviso that the donor can determine a successor by way of a testamentary disposition if the donor is still a member of the Foundation Council at the time of his death. The remaining first members of the Foundation Council shall be appointed by the donor.

8.2 The Foundation Council shall elect a chairman and a deputy chairman for the term of his office from among its members by a majority of its members. The donor shall hold the office of chairman for the period of his membership of the Foundation Council.

8.3 The donor is entitled to dismiss members of the Foundation Council early without stating any reasons. In addition, members of the Foundation Council may be dismissed by the competent foundation supervisory authority for good cause. In particular, good cause shall be deemed to exist if a member of the Foundation Council does not properly fulfil their responsibilities in the Foundation.

8.4 If a member of the Foundation Council leaves, the Foundation Council shall arrange for a replacement by co-opting, i.e. the remaining members of the Foundation Council shall elect the necessary replacement members. The number of Foundation Council members shall decrease by the number of persons leaving office until replacements are made.

8.5 The members of the Foundation Council shall work for the Foundation on an unpaid basis. They may be reimbursed for their expenses necessarily incurred in the course of their work for the Foundation. 8.6 The Foundation Council shall lay down bylaws for itself.

$ 9 Responsibilities of the Foundation Council

9.1 The Foundation Council shall monitor the governing board’s management activities and ensure, in particular, that the governing board ensures fulfilment of the purpose of the Foundation on a lasting and sustainable basis.

9.2 Furthermore, the Foundation Council is responsible for

9.2.1 approving the budget,
9.2.2 issuing guidelines on fulfilment of the purpose of the Foundation,
9.2.3 electing the members of the Foundation Governing Board,
9.2.4 approving the actions of the Foundation Governing Board,
9.2.5 monitoring budgetary and economic management,
9.2.6 adopting the annual financial statements,
9.2.7 selecting the auditor of the annual financial statements.

Further rights of the Foundation Council under other provisions of these Articles of Association shall remain unaffected.

 § 10 Convention, quorum and resolutions of the Foundation Council

10.1 The Foundation Council shall be convened in writing at least once per calendar year by its chairman – or in his absence by his deputy chairman – stating the individual items on the agenda; the notice period shall be at least two weeks. The Foundation Council shall also be convened if this is requested by two members of the Foundation Council or by the Foundation Governing Board; the request must state the item for discussion.

10.2 The Foundation Council shall be quorate if more than half of its members are present.

10.3 Except in the cases under Section 8 (2) and Section 11, the Foundation Council shall pass resolutions by a majority of its members present if such majority includes the vote of the chairman. This shall apply for as long as the donor holds the office of chairman of the Foundation Council. The Foundation Council may also pass resolutions in writing if all members issue their written agreement (circular procedure).

10.4 Minutes must be produced for the resolutions passed at the meetings of the Foundation Council. They must be signed by the chairman and one other member. All resolutions of the Foundation Council must be compiled and kept for the duration of the Foundation’s existence.

 § 11 Amendments to the Articles of Association, changes of purpose, dissolution

11.1 Amendments to the Articles of Association that do not affect the purpose of the Foundation shall be permitted if this advances fulfilment of the purpose of the Foundation in a sustainable manner in accordance with the intentions and expectations of the donor. They shall require a resolution of the governing board and of the Foundation Council passed by a 2/3 majority but not, however, contrary to the vote of the donor if he holds the office of a member of the governing board of Foundation Council within the Foundation. The requirement of state approval shall remain unaffected.

11.2 The Foundation Council is authorised to change the purpose, dissolve the Foundation or merge or add the Foundation with or to another Foundation, particularly if fulfilment of the purpose of the Foundation has become impossible or no longer appears reasonable in the light of material changes in circumstances. They shall require the agreement of all members of the governing board and all members of the Foundation Council.

11.3 The Foundation is entitled to the extent permissible by law to retain its surpluses within the first three years of its establishment.

§ 12 Financial year

The Foundation’s financial year shall be the calendar year.

§ 13 Accrual of assets

In the event that the Foundation is dissolved or its tax-privileged purposes no longer apply, its assets shall accrue to the Paritätischer Wohlfahrtsverband, Bavarian State Association, or “Der Bunte Kreis e.V. Augsburg” (Association Register of the Local Court of Augsburg, No. 1984), which shall use them to advance the care and welfare of children and young people. The Foundation Council shall be responsible for reaching a decision in consultation with the competent financial authority as to which of the aforementioned organisations the foundation assets shall accrue to in particular.