FOUNDATIONSTATUTES

Articles of Association of the legally recognized foundation under private law


ProKids

preamble


The founders’ main concern is to support socially disadvantaged children.


§ 1 Name, legal form, registered office and financial year


(1) The Foundation shall bear the name “ProKids Foundation”

(2) It is a foundation with legal capacity under civil law.

(3) Its registered office is in Villingen-Schwenningen.

(4) The financial year of the Foundation is the calendar year.


§ 2 Purpose of the Foundation


(1) The ProKids Foundation promotes child and youth welfare and charitable causes. Within this framework, the Foundation aims to promote the general well-being of children of all social classes, especially those from socially disadvantaged families. The ProKids Foundation aims to contribute to their development into healthy, well-rounded, and well-qualified adults who will fulfill tasks appropriate to their individual talents for the benefit of the human community.


(2) The purpose of the Foundation is achieved in particular by


  • financial, social and health support for children and young people and their families
  • intellectual and human development of children and young people
  • Supporting schools and childcare facilities in terms of ideas, personnel or finances
  • Promotion of youth welfare
  • Promoting the prevention of violence against children
  • general educational work on the situation of children in society


With its own programs or specially funded projects, the ProKids Foundation aims to initiate developments and bring about change. Depending on the topic and the associated strategic direction, the ProKids Foundation decides whether the program will be implemented "operationally," i.e., as an in-house project, and/or whether partners will be brought in to complement the program with their expertise and experience.


§ 3 Non-profit status


(1) The Foundation pursues exclusively and directly non-profit and charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code.


(2) The Foundation operates on a non-profit basis. It does not primarily pursue commercial purposes. The Foundation's funds may only be used for the purposes stated in its statutes.


(3) No person may benefit from expenditure that is unrelated to the purpose of the Foundation or from disproportionately high remuneration.


(4) The foundation shall perform its tasks itself or through an auxiliary person within the meaning of Section 57, Paragraph 1, Sentence 2 of the Fiscal Code (AO), unless it engages in fundraising pursuant to Section 58, No. 1 of the Fiscal Code. The foundation may maintain special-purpose operations to achieve its purpose.


§ 4 Foundation assets


(1) At the time of establishment of the Foundation, the Foundation’s assets shall consist of a cash amount of EUR 50,000.


(2) The assets of the Foundation shall be maintained permanently and in their entirety and invested safely and profitably.


(3) Asset reallocations are permitted. Profits from such reallocations may be used, in whole or in part, to fulfill the foundation's purpose.


(4) Donations designated for this purpose (endowments) shall accrue to the foundation's assets. The foundation may accept such endowments. It may also allocate donations without a specific purpose based on a testamentary disposition and free reserves within the meaning of Section 58 No. 7a of the German Fiscal Code (AO).


§ 5 Use of asset income and donations


(1) The Foundation shall fulfil its tasks from the income of the Foundation’s assets and from donations which are not expressly intended to strengthen the Foundation’s assets.


(2) The Foundation may allocate all or part of its funds to a reserve to the extent that this is necessary to ensure the sustainable fulfilment of its tax-privileged purposes and to the extent that there are specific objectives and timescales for the use of the reserve.


(3) Within the limits permitted by tax law, parts of the annual income may be allocated to a free reserve for the purpose of maintaining value.


(4) These Articles of Association do not give rise to any legal claim by third parties to the granting of the Foundation’s funding, which may be revoked at any time.


(5) Funds may be used only for the purposes stated in the statutes. No person may be favored through expenditures unrelated to the foundation's purpose or through disproportionately high remuneration.


§ 6 Bodies of the Foundation


(1) The organs of the Foundation are the Executive Board and the Foundation Council.


(2) The members of the Foundation's governing bodies serve on a voluntary basis. The Foundation Board may decide on the reimbursement of necessary expenses. The Foundation Board may decide on an appropriate lump sum for the time and effort spent by the members of the Executive Board, provided the Foundation's financial capacity permits.


(3) A member of one body may not simultaneously be a member of another body.


(4) The liability of the members of the governing bodies towards the Foundation is limited to intent and gross negligence.


§ 7 Board of Directors


(1) The Board of Directors shall consist of up to 3 members.


(2) The Executive Board is appointed by the Board of Trustees. The term of office of the members of the Executive Board is four years. Reappointments are permitted. The Executive Board elects a Chair and a Deputy Chair from among its members.


(3) The Board of Directors shall include individuals with particular expertise and experience in fulfilling the Foundation's mission. One member shall be an expert in financial and economic matters. Members of the Board of Directors may not also be members of the Board of Directors.


(4) The term of office of a Board member ends upon expiration of their term of office. In such cases, the Board member remains in office until a successor is appointed. The term of office also ends upon death and resignation, which is permissible at any time. In these cases, the remaining Board members form the Board. Until their successor takes office, they alone carry out the urgent tasks of day-to-day foundation administration. A departing Board member must be replaced immediately by the Board of Trustees. Appointed Board members may be dismissed by the Board of Trustees or the Board of Trustees at any time for good cause. They must be given the opportunity to comment beforehand.


§ 8 Duties of the Board of Directors


(1) The Board of Directors decides on all fundamental matters under its own responsibility in accordance with the Articles of Association and manages the day-to-day business of the Foundation. It has the status of legal representative and represents the Foundation in and out of court. The members of the Board of Directors are authorized to represent the Foundation individually. Internally, the Chair of the Board of Directors represents the Foundation alone; in the event of his or her inability to do so, the Deputy Chair represents the Foundation.


(2) The Board of Directors shall, within the framework of the Foundation Act and these Foundation Statutes, fulfill the wishes of the founders as effectively as possible. Its duties include, in particular:


  • the management of the foundation's assets,
  • the use of the foundation’s funds,
  • the preparation of a budget, annual accounts and activity report.


(3) To To prepare its resolutions, to carry out its tasks and, in particular, to carry out day-to-day business, the Board of Directors may appoint a Managing Director and consult experts, provided that its performance capacity permits and the volume of business so requires.


§ 9 Resolutions of the Board of Directors


(1) Resolutions of the Board of Directors are generally passed at meetings. The Board of Directors shall be convened by the Chairperson or his/her deputy as needed, but at least once a year, with an agenda and one week's notice. Meetings shall also be convened if more than two members of the Board of Directors request them. If all members of the Board of Directors participate, resolutions may also be passed by written procedure.


(2) A member of the Board of Directors may be represented at a meeting by another member of the Board of Directors. No member of the Board of Directors may represent more than one other member of the Board of Directors.


(3) The Board shall have a quorum if, after proper notice has been given, at least half of its members, including the Chairperson or his or her deputy, are present or represented. Defects in the notice shall be deemed to have been remedied if all members are present and no one objects.


(4) The Board of Directors shall make its decisions by a simple majority of the members present or participating in the written vote, unless the Articles of Association provide otherwise. In the event of a tie, the Chairperson, or alternatively the Deputy Chairperson, shall have the casting vote.


(5) Minutes of the meetings shall be taken and signed by the chair and the secretary. They shall be communicated to all members of the Executive Board and the Chairman of the Foundation Council.


(6) Further provisions concerning the business operations of the Board of Directors and those legal transactions for the implementation of which the Board of Directors requires the approval of the Board of Trustees may be contained in rules of procedure to be adopted by the Board of Trustees.


§ 10 Board of Trustees


(1) The Board of Trustees shall consist of four members. The members of the first Board of Trustees shall be appointed by the founders.


(2) If a member of the Board of Trustees resigns, the Board of Trustees shall elect a successor upon the proposal of the Executive Board. Members of the Board of Trustees shall be appointed for life, up to the age of 90. The Board of Trustees shall elect a Chair and a Deputy Chair from among its members.


(3) The Board of Trustees shall include individuals with particular expertise and experience in fulfilling the Foundation's mission. One member shall be an expert in financial and economic matters.


(4) The term of office of a member of the Board of Trustees ends upon reaching the age of 90. In such cases, the member of the Board of Trustees remains in office until a successor is appointed. The term of office also ends upon death and resignation, which is permissible at any time. In these cases, the remaining members of the Board of Trustees form the Board of Trustees. Until the successor takes office, they alone carry out the urgent tasks. A departing member of the Board of Trustees must be replaced immediately by the Board of Trustees through co-election. A member of the Board of Trustees can be removed from office by the Board of Trustees at any time for important reasons in a joint meeting with the Executive Board. The resolution requires a majority of the members of the Executive Board and the Board of Trustees. The member concerned is excluded from voting in this vote and must be given the opportunity to comment beforehand.


§ 11 Tasks and decision-making of the Board of Trustees


(1) The Foundation Council advises, supports, and monitors the Executive Board within the framework of the Foundation Act and these Foundation Statutes in order to fulfill the wishes of the founders as effectively as possible. Its tasks include, in particular:


  • Recommendations for the management of the foundation’s assets,
  • Recommendations for the use of foundation funds,
  • Approval of the budget, the annual accounts and the activity report,
  • Discharge of the Board of Directors,
  • Appointment of members of the Board of Directors


(2) The Board of Trustees may consult experts in preparing its decisions.


(3) The Board of Trustees shall meet at least once a year for a regular meeting. An extraordinary meeting shall be called if requested by at least three members or the Executive Board. Members of the Executive Board, the Managing Director, and experts may participate in the meetings of the Board of Trustees in an advisory capacity.


(4) Section 9 shall apply accordingly to the decision-making of the Board of Trustees.


§ 12 Amendment to the Articles of Association


(1) The bodies of the Foundation may decide on 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.


(2) Resolutions regarding amendments to the Articles of Association may only be passed at joint meetings of the Executive Board and the Board of Trustees. The resolution to amend the Articles of Association requires a two-thirds majority of all members of the Executive Board and the Board of Trustees.


(3) Resolutions regarding amendments to the statutes require the approval of the foundation supervisory authority. They must be notified to the competent tax authority, along with a statement.


§ 13 Extension of purpose, change of purpose, merger, dissolution


(1) The bodies of the Foundation may give the Foundation a further purpose which is related to the original purpose and whose permanent and sustainable realisation appears to be guaranteed without jeopardising the original purpose, if the assets or income of the Foundation can only be used in part for the realisation of the Foundation’s purpose.


(2) The governing bodies of the foundation may decide to change the foundation's purpose, merge with another foundation, or dissolve the foundation if the foundation's purpose becomes impossible or circumstances change to such an extent that the permanent and sustainable fulfillment of the foundation's purpose is no longer possible. These decisions must not affect the foundation's tax exemption.


(3) Resolutions regarding the expansion or change of purpose, merger, or dissolution may only be passed at joint meetings of the Executive Board and the Board of Trustees. The resolution to amend the purpose requires a three-quarters majority of all members of the Executive Board and the Board of Trustees jointly.


(4) Resolutions regarding the expansion, change of purpose, merger, or dissolution shall only become effective after approval by the foundation supervisory authority. They must be notified to the competent tax authority, along with a statement.


§ 14 Asset transfer


In the event of dissolution or abolition of the corporation, or if tax-privileged purposes cease to exist, the corporation's assets shall be transferred to the Villingen-Schwenningen Citizens' Foundation, which shall use them directly and exclusively for non-profit, charitable or ecclesiastical purposes.


§ 15 Foundation Supervision


(1) The Foundation shall be subject to state supervision in accordance with the foundation law applicable in the State of Baden-Württemberg.


(2) The supervisory authority for foundations is the Regional Council in Freiburg im Breisgau.


(3) The foundation supervisory authority shall be informed of the foundation's affairs at any time upon request. Notifications of changes in the composition of the foundation's governing bodies, as well as the budget, annual financial statements, and activity report, shall be submitted without request.