Statutes of the Automobile World Foundation Eisenach
dated 27 05 2009
1st amendment 15/05/2014
2nd amendment 27/02/2015
§ 1 Name, legal form, registered office
(1) The name of the foundation is ‘Stiftung Automobile Welt Eisenach’.
(2) It is a foundation with legal capacity under civil law.
(3) It has its registered office in the city of Eisenach/Thuringia.
§ 2 Purpose of the foundation
(1) The purpose of the foundation is the permanent and long-term preservation of tradition by researching and presenting the history of the automobile. This shall be achieved through exhibitions, documentation and other events with a particular focus on automobile construction in Eisenach as well as through the promotion and dissemination of knowledge about the significance of the automobile from a technical-historical, cultural, artistic, social and socio-scientific and economic perspective.
(2) The purpose of the foundation is realised in particular by
1. to promote the automobile museum in Eisenach. Provided that the economic and legal requirements are met, the Foundation may operate the automobile museum in Eisenach under its own auspices and take over the real estate as well as the exhibits and furnishings under its own legal ownership.
2. promotion, care and expansion of the archive holdings
3. promoting, cataloguing and presenting the factory archive of the former Eisenach automobile plant
4. events and projects with the aim of making the automobile museum in Eisenach known nationwide as a tradition and research centre in addition to promoting automobile construction. This applies primarily with regard to the historical significance of Eisenach as an automotive centre.
5. to promote measures aimed at scientifically analysing the history of Eisenach as an automotive location
6. co-operation with national and international traditional automobile clubs (classic car clubs) with the aim of jointly promoting technical development and culture
7. to organise events of scientific and general-informational transparency with regard to the promotion and research of automobile construction
8. co-operation with the city of Eisenach with regard to the promotion of the foundation’s purpose
9. co-operation with local associations whose statutory purpose is the preservation of the tradition of Eisenach as an automotive location as well as other measures that are related to this purpose and are suitable for promoting it directly and indirectly.
(3) In order to realise the Foundation’s purpose, the Foundation may maintain special-purpose enterprises, employ auxiliary persons and make some of its funds (income, donations) available to other tax-privileged corporations.
(4) The bodies responsible under these Articles of Association shall decide on the fulfilment of the Foundation’s purpose and the granting of Foundation benefits at their reasonable discretion.
(5) The beneficiaries of the Foundation have no legal claim to benefits from the Foundation on the basis of these Articles of Association.
§ 3 Non-profit status
(1) The Foundation directly pursues charitable, cultural and scientific purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code.
(2) The Foundation is a non-profit organisation. It does not engage in business activities and does not primarily pursue its own economic purposes.
(3) The Foundation’s funds may only be used for statutory purposes. No one may be favoured by expenses that are alien to the purpose of the Foundation or by disproportionately high remuneration.
The provisions of § 3 cannot be amended.
§ 4 Membership in organisations
The Foundation may join other organisations (umbrella organisations, associations, societies, etc.), provided that this promotes the Foundation’s purpose.
§ 5 Foundation assets
(1) The foundation’s assets are derived from the foundation transaction.
(2) The Foundation’s assets must be maintained undiminished. The assets of the Foundation shall be augmented by those donations from third parties that are intended for this purpose. Donations without a specific purpose, in particular those based on a disposition on death, may also be added to the Foundation’s assets. The Executive Board decides on this. When accepting assets in kind for the basic assets, it must be ensured that either the Foundation itself is in a position to bear the costs of looking after these assets or that this care is adequately guaranteed on the basis of a contract with a third party.
(3) The Foundation shall fulfil its purposes – after deduction of the administrative costs – from the income from the Foundation’s assets and the contributions from third parties (donations) intended for this purpose.
(4) The Foundation is entitled to allocate all or part of its income to earmarked reserves (§ 58 No. 6 AO) if and as long as this is necessary in order to fulfil its tax-privileged statutory purposes on a sustainable basis. The Board of Trustees and the Executive Board decide on this jointly.
Free reserves may be formed insofar as this is permitted by the provisions of tax law governing non-profit organisations. The amounts placed in the free reserves may be added to the basic assets.
(5) The Foundation’s assets must be managed and maintained with the diligence of a prudent businessman.
(6) The Foundation may administer dependent foundations on a fiduciary basis, provided these are compatible with the purpose of the Foundation.
(7) The Foundation reserves the right to honour individual persons and donors who have supported the Foundation to an exceptional degree in the realisation of its purpose in an appropriate manner.
(8) In compliance with the principles of a prudent businessman and special responsibility, the Foundation may reallocate the Foundation’s assets.
(9) The profits accruing in the course of the reallocation of assets shall accrue to the Foundation’s assets.
§ 6 Financial year
(1) The financial year is the calendar year.
(2) The first financial year is a short financial year. It begins when the Foundation is recognised.
§ 7 Foundation bodies
(1) The executive bodies of the Foundation are the Board of Directors and the Board of Trustees; personal union in both bodies is excluded.
(2) The term of office of the non-nominated members of the governing bodies is five years. Subsequent reappointment is permitted several times.
(3) A new member shall be appointed for the remainder of the term of office in place of a member who has resigned. Upon expiry of the term of office or upon the resignation of a board member, the board members shall continue their duties until a new member is appointed.
(4) The bodies may adopt rules of procedure.
(5) The members of the bodies shall perform their duties on an honorary basis. Insofar as the income from the Foundation’s assets permits this without jeopardising the purpose of the Foundation, the members of the governing bodies are entitled to reimbursement of reasonable and necessary expenses.
(6) The members of the executive bodies must carry out their activities personally. Representation is excluded unless otherwise stipulated in the articles of association.
§ 8 Executive Board
(1) The Executive Board consists of three (3) persons, the Chairman of the Executive Board, the Deputy Chairman of the Executive Board and a further member of the Executive Board responsible for finance (Chief Financial Officer).
The members of the Executive Board are:
The Lord Mayor of the City of Eisenach or a person nominated by him as Chairman of the Board,
the Chairman of the ‘Automobilmuseum Eisenach e. V.’ association or a person nominated by him as Deputy Chairman(except founding Board),
a member appointed by Wartburg-Sparkasse as Chief Financial Officer.
The founding board, which is appointed by the founders for a term of office of five years, consists of the following persons:
Mr Matthias Doht as Chairman
Prof Dr Olaf Werner as Deputy Chairman
Mr Harald Weiß as Chief Financial Officer.
(2) The term of office of the Chief Financial Officer and any representatives appointed by the Lord Mayor of the City of Eisenach or the Chairman of the ‘Automobilmuseum Eisenach e. V.’ association shall be five years. The term of office of the natural members of the Board of Directors ends at the end of their function, irrespective of the founding Board of Directors.
(3) The Board of Directors should include persons who have particular expertise and experience with regard to the fulfilment of the Foundation’s tasks. One member should be an expert in financial and economic matters.
§ 9 Tasks of the Executive Board
(1) The Board of Directors manages the day-to-day administration and represents the Foundation in and out of court. Each member of the Executive Board has sole power of representation. Internally, it is agreed that the Chairperson of the Board of Directors is responsible for representation and management and that this right may only be exercised by the deputy member of the Board of Directors if the Chairperson is prevented from doing so. If the Deputy Chairman is also unavailable, the Chief Financial Officer may act on the basis of the internal agreement. The Management Board is exempt from the restrictions of Section 181 BGB.
(2) The Executive Board is responsible in particular for
- the conscientious and economical management of the Foundation’s assets and other funds,
- to manage the Foundation’s business, in particular to implement the decisions of the executive bodies,
- to draw up the budget for each calendar year (financial year),
- to prepare the annual accounts and have them audited by a tax consultant, sworn accountant or auditor,
- to employ staff if required by the scope of the Foundation’s business and to conclude the necessary contracts,
- to pass resolutions on the use of the income from the Foundation’s assets and the donations not accruing to it,
- to prepare an annual report on the fulfilment of the Foundation’s purpose.
(3) In order to prepare its resolutions, to fulfil the duties of the Board of Directors and, in particular, to carry out day-to-day business, the Board of Directors may employ one or even two managing directors if the Foundation has sufficient funds. The Executive Board may also call on the assistance of experts for its work if it has sufficient funds.
(4) The Chairman of the Executive Board shall convene meetings of the Executive Board as required, but at least every six months. The invitation is issued in writing with a notice period of four weeks, stating the agenda. Each member of the Board of Directors may request that a meeting of the Board of Directors be convened, stating the desired agenda. The Chairman shall chair the meeting or, if he is unable to do so, the Deputy Chairman.
(5) The Board of Directors is quorate if at least the Chairman or the Deputy Chairman and one other member are present. If this is not the case, the Chairman must immediately convene a new meeting of the Board of Directors with the same agenda at a time that may not be more than two weeks later. The notice period for this is one week. If no member other than the Chairman or Deputy Chairman is present at this meeting, the Chairman shall decide alone. This must be indicated in the invitation.
(6) The Board of Directors makes its decisions by a simple majority of the votes cast, unless the Articles of Association stipulate otherwise. In the event of a tie, the Chairman, or alternatively his deputy, shall have the casting vote.
(7) Minutes must be taken of every Board meeting, which must at least reflect motions and resolutions. The secretary shall be a member of the Board of Directors appointed by the chairperson of the meeting or a person called in by the chairperson of the meeting. The minutes must be signed by the chairperson of the meeting and the secretary. A copy of the minutes shall be sent to each of the members of the Board of Directors and the Board of Trustees. A resolution may not be contested within three months of the minutes being sent out.
(8) Resolutions may also be passed by circular resolution by telephone, in writing, by fax, by telegraph or by e-mail if all members of the Board of Directors agree to such a procedure. Paragraphs 6 and 7 of this section shall apply accordingly.
§ 10 Board of Trustees
(1) The Board of Trustees shall consist of a minimum of 3 (three) and a maximum of 11 (eleven) members. The Wartburg-Sparkasse, the City Council of the City of Eisenach, the ‘Automobilmuseum Eisenach e. V.’ association and the Allgemeiner Wartburgfahrerclub Eisenach shall each appoint a maximum of 1 (one) member and 1 (one) member from the Eisenach City Council, who shall be nominated by the respective Lord Mayor, to the Board of Trustees. The other members of the Board of Trustees are appointed by the Executive Board. This also applies if the aforementioned authorised persons do not accept the appointment within 4 (four) weeks of the position becoming vacant. The period for nomination of a member of the Board of Trustees by the authorised appointees begins with the Foundation’s written request to the authorised person. The founding Board of Trustees is set out in the foundation deed.
(2) If a member of the Board of Trustees resigns, the authorised person pursuant to paragraph 1 sentence 2 shall appoint a successor. The term of office of the members of the Board of Trustees appointed by the Wartburg-Sparkasse, the ‘Automobilmuseum Eisenach e. V.’ association, the General Wartburg Drivers’ Club Eisenach and the Board of Directors, as well as the founding Board of Trustees, shall be five years. The term of office of the member of the Board of Trustees appointed by the City Council of the City of Eisenach ends at the end of the term of office of the City Council following the appointment. The Board of Trustees elects the Chairman and Deputy Chairman from among its members.
(3) The Board of Trustees should include persons who have particular expertise and experience with regard to the fulfilment of the Foundation’s tasks. One member should be an expert in financial and economic matters.
(4) The Board of Trustees has the following duties, unless specified elsewhere in these Articles of Association :
1. advising and monitoring the Executive Board;
2. acceptance of the annual accounts,
3. monitoring the projects supported by the foundation,
4. recommending the management of the Foundation’s assets and the utilisation of Foundation funds,
5. approving the budget,
6. acceptance of the report on the fulfilment of the Foundation’s purpose,
7. dismissal of the Chief Financial Officer due to gross breach of duty or inability to manage the foundation or for other important reasons.
(5) The Chairman of the Board of Trustees shall convene meetings at the Foundation’s registered office as required, but at least once a year. The invitation shall be issued in writing with a notice period of four weeks, stating the agenda. At least three members of the Board of Trustees may request that a meeting be convened, stating the desired agenda. The meetings shall be chaired by the Chairman or, if he is unable to attend, by his deputy or, if he is unable to attend, by the oldest member of the Board of Trustees present.
(6) The Board of Trustees shall constitute a quorum if more than half of its members are present. If this is not the case, the chairperson shall immediately convene a new meeting of the Board of Trustees with the same agenda items at a time no later than three weeks later with one week’s notice. If no member other than the Chairman or his deputy is present at this meeting, he alone shall decide. This must be indicated in the invitation.
(7) The Board of Trustees shall pass its resolutions by a simple majority of votes. In the event of a tie, the chairperson of the meeting shall have the casting vote.
(8) Minutes shall be taken of each meeting of the Board of Trustees, which must at least reflect motions and resolutions. The secretary shall be a person called in by the chairperson of the meeting or a member of the Board of Trustees appointed by the chairperson of the meeting. The minutes must be signed by the chairperson of the meeting and the secretary. A copy of the minutes shall be sent to the members of the Board of Trustees and the Management Board. A resolution may not be contested within three months of the minutes being sent out.
(9) Resolutions may also be passed by circular resolution by telephone, in writing, by fax, by e-mail, by telegraph or by video conference if all members of the Board of Trustees agree to this. Paragraphs 7 and 8 of this section shall apply accordingly.
§ Section 11 Start and end of the term of office
(1) The term of office of the board members ends at the end of the appointment period, unless they are reappointed or the Articles of Association provide for special regulations.
(2) If a natural member of a governing body resigns from office, he or she must simultaneously nominate a successor in accordance with § 8 para. or § 10 para. 1, 2. Members of the Board of Trustees may resign from office at the end of a financial year if they have notified the Executive Board in writing by 30 June of that year. The office may be resigned immediately for good cause.
(3) The Chief Financial Officer may be dismissed by the Board of Trustees with the approval of a simple majority in the event of a gross breach of duty or inability to manage the company or for any other important reason. The person dismissed shall be given a reasonable opportunity to comment. The person dismissed may have the justification for the dismissal reviewed by a court within a period of one month of becoming aware of the dismissal. In the event of a legal dispute, the rights of the dismissed member shall be suspended until the court has reached a final or interim decision. Only then can a successor be appointed.
(4) Members of the Board of Trustees may be dismissed from the Board of Trustees in the event of gross repeated breach of duty. The dismissal must be carried out on the recommendation of the Executive Board by the body that appointed the member of the Board of Trustees. Otherwise, para. 3 applies.
§ Section 12 Changes to the purpose of the Foundation, amalgamation, dissolution
(1) If it becomes impossible to fulfil the purpose of the Foundation or if circumstances change in such a way that it no longer appears expedient to fulfil the purpose of the Foundation, the Management Board and the Board of Trustees must jointly decide on an application to change the purpose of the Foundation or to dissolve the Foundation – also in the form of a merger or amalgamation with another foundation – and submit it immediately to the competent foundation supervisory authority. Such a resolution requires the approval of all members of the Board of Directors and ¾ of the members of the Board of Trustees.
(2) Information from the tax office must be obtained prior to the resolution.
(3) The resolution shall only become effective upon approval by the foundation supervisory authority.
§ 13 Amendments to the Articles of Association
(1) The bodies of the Foundation may – with the exception of § 12 para. 1 – resolve amendments to the Articles of Association if they do not affect the purpose of the Foundation and do not significantly change the original structure of the Foundation or facilitate the fulfilment of the purpose of the Foundation. This resolution requires the approval of all members of the Board of Directors and ¾ (three quarters) of the members of the Board of Trustees.
(2) The resolution shall only become effective after approval by the competent foundation authority.
§ 14 Lapse of the Foundation
(1) If the Foundation is cancelled or dissolved, for example because it can no longer achieve its previous purpose, or if the tax-privileged purposes cease to apply, the assets that remain after all liabilities have been settled as part of the liquidation shall be transferred to the City of Eisenach. The beneficiary city must utilise the assets in accordance with the purposes specified in §§ 2 and 3 of these Articles of Association.
(2) Endowments from the federal or state governments or endowments from federally or state-owned companies shall, upon dissolution or cancellation of the foundation, accrue to the regional authority to which the endowing party was assigned, insofar as these have reserved the right to make such a provision in individual cases.
§ 15 Foundation authority
(1) The Foundation shall be subject to the foundation supervision of the Free State of Thuringia.
(2) Regular reports on the work of the Foundation shall be submitted to the foundation authority. Notifications of changes in the composition of the Foundation’s bodies as well as the annual financial statements including the balance sheet and the report on the utilisation of the Foundation’s funds shall be submitted without being requested to do so.
§ 16 Entry into force
The Articles of Association shall enter into force on the day on which they are recognised by the supervisory authority.
Eisenach, 27 May 2009
Wartburg-Sparkasse Wartburg-Sparkasse
Herr Dipl. –Kfm. Peter Bock Frau Rita Thomas
Chairman of the Management Board Member of the Executive Board
Matthias Doht
Founding donor