FOUNDATIONSTATUTES

Statutes of the legally constituted foundation under private law


ProKids

preamble


The founders' central concern is supporting socially disadvantaged children.


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


(1) The foundation shall be called the “ProKids Foundation”

(2) It is a legally constituted foundation under civil law.

(3) It is based in Villingen-Schwenningen.

(4) The financial year of the Foundation shall be the calendar year.


§ 2 Purpose of the Foundation


(1) The ProKids Foundation pursues the promotion of child and youth welfare as well as the promotion of charitable purposes. Within this framework, the foundation aims to promote the general well-being of children from all social backgrounds, especially children from socially disadvantaged families. The ProKids Foundation seeks to contribute to their development into healthy, well-adjusted, and highly qualified adults who will perform tasks corresponding to their individual talents for the benefit of the human community.


(2) The purpose of the foundation is achieved in particular through


  • financial, social and health support for children and young people and their families
  • intellectual and human development of children and young people
  • Support for schools and childcare facilities in terms of ideas, personnel or finances
  • Promotion of youth welfare
  • Promoting the prevention of violence against children
  • General awareness-raising work about the situation of children in society


Through its own programs and projects, the ProKids Foundation aims to initiate developments and bring about change. Depending on the topic and its 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 charitable and benevolent 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 its own economic interests. The foundation's funds may only be used for the purposes stipulated in its statutes.


(3) No person shall be favored by expenditure which is unrelated to the purpose of the foundation or by disproportionately high remuneration.


(4) The foundation fulfills its tasks itself or through an auxiliary person within the meaning of Section 57 Paragraph 1 Sentence 2 of the German Fiscal Code (AO), unless it is acting by way of fundraising pursuant to Section 58 No. 1 of the German Fiscal Code (AO). The foundation may operate ancillary businesses to achieve its purpose.


§ 4 Foundation Assets


(1) The foundation's assets shall consist of a cash sum of 50,000 euros upon its establishment.


(2) The foundation's assets must be preserved permanently and undiminished and invested securely and profitably.


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


(4) The foundation's assets are increased by donations designated for this purpose (endowments). The foundation may accept such endowments. It may also add to the foundation's assets donations without a specific purpose made by testamentary disposition and unrestricted reserves within the meaning of Section 58 No. 7a of the German Fiscal Code (AO).


§ 5 Use of investment income and donations


(1) The foundation fulfills its tasks from the income of the foundation's assets and from donations that are not expressly designated to increase the foundation's assets.


(2) The foundation may allocate all or part of its funds to a reserve, insofar as this is necessary to sustainably fulfill its tax-privileged purposes and insofar as there are specific objectives and timeframes for the use of the reserve.


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


(4) No third party has a legal claim to the granting of the funding benefits from the foundation, which may be revoked at any time, based on these statutes.


(5) Funds may only be used for the purposes stipulated in the articles of association. No person may be favored by expenditures that are unrelated to the purpose of the foundation or by disproportionately high remuneration.


§ 6 Organs of the Foundation


(1) The organs of the foundation are the board of directors and the foundation council.


(2) The members of the foundation's governing bodies serve on a voluntary basis. The board of trustees may decide to reimburse necessary expenses. For the time and effort of the members of the executive board, the board of trustees may decide to grant a reasonable lump sum, provided the foundation's financial resources permit.


(3) A member of one body may not be a member of another body at the same time.


(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 shall consist of up to 3 members.


(2) The Board of Directors is appointed by the Board of Trustees. The term of office for members of the Board of Directors is four years. Reappointment is permitted. The Board of Directors elects a Chairperson and a Deputy Chairperson from among its members.


(3) The Board of Directors shall include persons who possess special expertise and experience relevant to the fulfillment of the foundation's tasks. One member shall be an expert in financial and economic matters. Members of the Board of Trustees may not simultaneously be members of the Board of Directors.


(4) The office of a board member ends upon expiration of their term. In such cases, the board member remains in office until a successor is appointed. The office also ends upon death or resignation, which is permissible at any time. In these cases, the remaining board members constitute the board. Until the successor takes office, they continue to perform the urgent tasks of the ongoing foundation administration on their own. A departing board member must be replaced by the foundation council without delay. Appointed board members may be removed by the foundation council or the board at any time for good cause. They must be given an opportunity to comment beforehand.


§ 8 Tasks of the Board


(1) The Board of Directors decides on all fundamental matters in accordance with the statutes and manages the day-to-day business of the foundation on its own responsibility. It has the status of a legal representative and represents the foundation in and out of court. The members of the Board of Directors are individually authorized to represent the foundation. Internally, the Chairman of the Board of Directors represents the foundation alone; in the event of the Chairman's absence, the Vice Chairman represents the foundation.


(2) Within the framework of the Foundation Act and these Foundation Articles of Association, the Board of Directors shall 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, the annual accounts and the activity report.


(3) To In order to prepare its decisions, carry out its tasks and in particular to conduct day-to-day business, the board of directors may appoint a managing director and consult experts, insofar as its capacity allows and the scope of business requires it.


§ 9 Decision-making of the Board of Directors


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


(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 has a quorum if, after proper notice has been given, at least half of its members, including the chairman or his deputy, are present or represented. Any defects in the notice of the meeting are deemed 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 Chairman's vote, or in his/her absence the Chairman's vote, shall be decisive.


(5) Minutes of the meetings shall be taken and signed by the chairperson and the secretary. They shall be made available to all members of the board of directors and the chairman of the board of trustees.


(6) Further regulations concerning the conduct of business of the Executive Board and those legal transactions for the execution of which the Executive Board requires the approval of the Board of Trustees may be contained in rules of procedure to be issued by the Board of Trustees.


§ 10 Board of Trustees


(1) The Board of Trustees shall consist of 4 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 recommendation of the Executive Board. Members of the Board of Trustees are appointed for life, but no longer than until they reach the age of 90. The Board of Trustees shall elect a Chairperson and a Deputy Chairperson from among its members.


(3) The Board of Trustees shall include persons who possess special expertise and experience relevant to the fulfillment of the foundation's tasks. 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 remains in office until a successor is appointed. The term of office also ends upon death or resignation, which is permissible at any time. In these cases, the remaining members of the Board of Trustees constitute the Board of Trustees. Until the successor takes office, they continue to perform the urgent tasks alone. A departing member of the Board of Trustees must be replaced by the Board of Trustees without delay by co-opting a new member. A member of the Board of Trustees may be removed from office at any time for good cause by the Board of Trustees in a joint meeting with the Executive Board. The resolution requires a majority vote of the members of both the Executive Board and the Board of Trustees. The member in question is excluded from voting in this matter. They must be given an opportunity to comment beforehand.


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


(1) The Board of Trustees advises, supports, and supervises the Executive Board within the framework of the Foundation Act and these Articles of Association, 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 Executive Board,
  • Appointment of members of the board


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


(3) The Board of Trustees shall meet at least once a year for an ordinary meeting. An extraordinary meeting shall be convened if at least three members or the Executive Board so request. 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 mutatis mutandis to the decision-making of the Board of Trustees.


§ 12 Amendment of the Articles of Association


(1) The bodies of the foundation may adopt amendments to the statutes if they do not affect the purpose of the foundation and do not substantially change the original structure of the foundation or facilitate the fulfillment of the foundation's purpose.


(2) Resolutions to amend the statutes may only be adopted at joint meetings of the Executive Board and the Foundation Council. The resolution to amend requires a two-thirds majority of all members of the Executive Board and the Foundation Council combined.


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


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


(1) The foundation's governing bodies may give the foundation an additional purpose related to the original purpose and whose permanent and sustainable realization appears to be guaranteed without jeopardizing the original purpose, if the foundation's assets or income can only be used in part for the realization of the foundation's purpose.


(2) The foundation's governing bodies may resolve to amend the foundation's purpose, merge it with another foundation, or dissolve the foundation if the foundation's purpose becomes impossible to fulfill or if circumstances change in such a way that the permanent and sustainable fulfillment of the foundation's purpose is no longer possible. Such resolutions must not jeopardize the foundation's tax-exempt status.


(3) Resolutions concerning the expansion, amendment, merger, or dissolution of the foundation may only be passed at joint meetings of the Executive Board and the Board of Trustees. Such resolutions require a three-quarters majority of all members of the Executive Board and the Board of Trustees combined.


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


§ 14 Transfer of assets


In the event of dissolution or winding up of the corporation or the loss of its tax-privileged purposes, the corporation's assets shall be transferred to the Villingen-Schwenningen Citizens' Foundation, which shall use them directly and exclusively for charitable, benevolent 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 must be informed of the foundation's affairs at any time upon request. Notifications of changes in the composition of the foundation's bodies, as well as the budget, annual accounts, and activity report, must be submitted without being requested.