Charter of the Society of Friends
of the Kunstsammlung Nordrhein-Westfalen e. V.
(as of August 29, 2000)
§ 1 Name, location, and fiscal year
(1) The association bears the name “Gesellschaft der Freunde der Kunstsammlung Nordrhein-Westfalen e. V.”
(2) The association has its registered office in Düsseldorf and is registered in the register of associations at the Düsseldorf District Court.
(3) The fiscal year coincides with the calendar year.
§ 2 Purpose
(1) The association pursues exclusively and immediately nonprofit objectives in accordance with the article “tax privileged functions” of the German tax code pertaining to the promotion of art. The Society fulfills the mission stated in its charter in particular by offering conceptual and material support to the Kunstsammlung Nordrhein-Westfalen. Such assistance may take the form of the purchase of works of art. Such acquisitions require the prior approval of the executive board of the Foundation of the Kunstsammlung Nordrhein-Westfalen. Acquired works of art are transferred to the Kunstsammlung Nordrhein-Westfalen as permanent loans and remain the property of the Society. Legal control of such works is excluded. Things are otherwise, however, in the exceptional instances in which – provided there is a unanimous vote of both the executive board of the Foundation of the Kunstsammlung Nordrhein-Westfalen as well as all of the members of the executive committee of the Society – a work of art is sold and the proceeds used to acquire another work of art, which is then transferred to the Kunstsammlung as a permanent loan.
(2) The Society is active for exclusively altruistic purposes; it must not behave in a way which promotes primarily its own economic interests.
(3) Society funds may be used solely for purposes which are in keeping with its mission. Society members may receive no profit shares, and shall not in their capacity as members receive any other type of remuneration from the resources of the society. Members have no claim to any portion of the society’s assets. No one is to be compensated for administrative expenses which are foreign to the purposes of the Society, nor to receive disproportionately high salaries or renumerations.
(4) In the event that the Society is dissolved or its mission discontinued, any assets held by the society shall be transferred to the Ministry of Culture of the Federal State of North Rhine-Westphalia, with the stipulation that they may be used only in support of the Foundation of the Kunstsammlung Nordrhein-Westfalen.
§ 3 Membership
(1) Society members may be natural and legal individuals as well as associations of individuals. Decisions concerning the admission of new members shall be the purview of the executive board.
(2) Subsequent to consulting with the advisory council, the executive board has the right to appoint honorary members as well as an honorary executive board member. Such individuals shall have the rights of members, but shall not be obligated to pay membership dues.
(3) A membership shall be terminated:
a) In the event of death, or for legal individuals by a loss of legal standing;
b) by withdrawal; such a withdrawal must be communicated in writing 6 months before the expiration of the fiscal year;
c) by expulsion; the executive board may expel an individual from the society for sufficient cause after consulting with the advisory council; the affected individual shall be informed of his or her expulsion by the executive board.
§ 4 Entities of the Society
a) The general members’ assembly
b) The advisory council
c) The executive board
(1) Taking place during the first half of each fiscal year is a general assembly of the members (a regular general members’ assembly).
(2) The types of business conducted at the general members’ assembly are in particular:
a) to receive the report by the executive board for the previous fiscal year;
b) to adopt resolutions concerning the discharging of the advisory council and the executive board;
c) to elect two accounts auditors for the previous fiscal year.
(3) An extraordinary general members’ assembly may be convened when a special need exists in the eyes of the executive board or when such a step is demanded by the interests of the association. One third of the membership may call for an extraordinary members’ assembly but must specify their reasons for doing so. Should the executive board fail to comply with such a request within a period of two weeks, the petitioner or petitioners may proceed to convene an extraordinary general members’ assembly.
(4) Aside from the special case mentioned in Paragraph (3) Clause 3, the convening of a general members’ assembly shall be the prerogative of the executive board.
(5) The convening of a general members’ assembly shall be performed in writing and the agenda shall be specified. Notice must be given to weeks prior to the assembly; neither the day the notice is sent nor the day of the assembly itself shall be counted for the purpose of calculating the notice period.
(6) Assuming proper notice has been given, then the general members’ assembly is authorized to pass resolutions without regard to the number of those present. Motions which are to be entertained by a general members’ assembly must be submitted by the proposing member to the executive board in writing at the latest three days prior to the assembly. Motions submitted later, however, may nonetheless be brought forward by the executive board at the assembly for its attention.
(7) Unless specified otherwise in its charter or by German law, the general members’ assembly may pass resolutions with a simple majority of the members present.
(8) The general members’ assembly is chaired by the chairperson of the executive board or by his or her deputy. In the event that neither the chairperson nor his or her deputy are present, the meeting shall be chaired by an individual to be elected by the members’ assembly.
(9) The assembly chairperson shall be responsible for decisions concerning the manner in which votes are taken. Written voting by paper ballot must be adopted at the request of at least 1/3 of the members present.
(10) A memorandum shall be drawn up for each resolution which is adopted by the members’ assembly; this memorandum must follow the wording of the resolution. The memorandum is to be signed by the assembly chairperson.
§ 6 The Advisory Council
(1) the advisory council consist of up to 12 members. Council members shall be voted or removed respectively by the members’ assembly based on nominations made by the executive board.
(2) The task of the advisory council is to advise the executive committee and to support the committee in the fulfillment of its responsibilities. The advisory council shall elect a chairperson from its membership. Sessions of the advisory council shall be called by the chairperson of the council or by the chairperson of the executive board or by his or her deputy. A memorandum shall be drawn up for each resolution which is adopted, and this memorandum shall be signed by the chairperson of the advisory council.
(3) The selection of the members of the advisory council shall be made by the conclusion of the general members’ assembly which approves the budget for the third fiscal year after the election; the year of the election is not counted in this calculation. Re-elections are possible.
(4) Unless the advisory council decides otherwise, the members of the executive board shall participate in the sessions of the advisory council as guests but shall not have voting rights.
§ 7 Executive Board
(1) The general members’ assembly elects the members of the executive board.
(2) The executive board shall consist of five to seven individuals. By virtue of his or her function, the director of the Kunstsammlung Nordrhein-Westfalen shall automatically be a member of the Society, but shall be relieved of any obligation to pay dues, and shall also be a member of the executive board. The executive board shall elect a chairperson and his or her deputy from its ranks.
(3) The executive board shall represent the society in the sense of § 26 of the German Code of Civil Law. Two pairs of members of the executive board respectively shall represent the society legally and in extraordinary circumstances.
(4) The selection of the members of the executive board shall be made by the conclusion of the general members’ assembly which approves the budget for the third fiscal year after the election; the year of the election is not counted in this calculation. Reelections are possible. The members of the executive board shall remain in office until a new election or a reelection. The selection of the members of the executive board can be revoked at any time by the general members’ assembly.
§ 8 Dues
(1) Society members shall pay annual dues in an amount to the determined by the general members’ assembly.
(2) Subject to the approval of the advisory council, the executive board is authorized to request contributions or extraordinary dues from the membership, provided these are related to these as Society's mission. No member shall be obligated to comply with such requests.
(3) The annual dues specified in par. 1 shall serve exclusively to promote cultural aims in accordance with Appendix 1 Article A no. 3 to § 48 (2) of the EstDV (German Income Tax Ordinance) in the version which is valid beginning on January 1, 2000. Special participants’ fees shall be charged for the purpose of organizing cultural events, for example art excursions.
§ 9 Alterations to this Charter
Any alteration to this charter shall require a resolution of the general members’ assembly with a two-thirds majority of eligible voters.
§ 10 Disbanding of the Society
A resolution concerning the disbanding of the Society can take place only at a general members’ assembly which has been called expressly for this purpose by the executive board, and shall require a three-quarters vote by those members who are present and who enjoy voting privileges.
The invitation to such a general members’ assembly must make explicit mention of these circumstances. In the event that the general members’ assembly does not constitute a quorum, then a new general members’ assembly shall be called within one month for the purpose of voting on the same resolution, and this assembly shall be regarded as constituting a quorum without regard to the number of members who are present or represented. This general members’ assembly shall have the authority to resolve to disband the Society with a three-quarters vote of the members present. The invitation to such a general members’ assembly must make explicit mention of these circumstances.
Düsseldorf, August 29, 2000