Statutes of the Freunde der Kunstsammlung Nordrhein-Westfalen e. V
(Status: 1 December 2020)
§ 1 Name, Location and Financial Year
(1) The association bears the name “Freunde der Kunstsammlung Nordrhein-Westfalen e. V.”
(2) The association has its office in Düsseldorf and is entered in the Register of Associations (Vereinsregister) at the Düsseldorf Local Court (Amtsgericht).
(3) The financial year is the calendar year.
§ 2 Purposes
(1) The Association solely and directly pursues charitable purposes through the promotion of art in accordance with the section on “Tax Deductible Purposes” in German tax law. The purpose of the statutes is realized in particular through the material and intellectual advancement of the Kunstsammlung Nordrhein-Westfalen. This advancement can also take place through the acquisition of works of art. Acquisitions require the prior consent of the Board of Directors (Stiftungsvorstand) of the Kunstsammlung Nordrhein-Westfalen. The works of art are placed at the disposal of the Kunstsammlung Nordrhein-Westfalen on permanent loan and remain the property of the Association. Legal disposal of them is excluded. This does not apply insofar as in rare exceptions – after a unanimous vote by both the Board of Directors of the Kunstsammlung Nordrhein-Westfalen and all members of the Executive Board of the Association – a work of art is sold in order that the proceeds may be used to acquire another work of art, which is handed in turn to the Kunstsammlung as a permanent loan.
(2) The Association works for the public good; it does not primarily pursue economic purposes of its own.
(3) The Association’s funds may only be used for purposes that accord with the statutes. The members of the Association shall not receive any share of the profits and shall not in their capacity as members receive any other allocations from the Association’s funds. They have no entitlement to shares in the Association’s assets. No one may benefit from administrative expenses that are alien to the purposes of the Association or from disproportionately high remuneration.
(4) In the event of the dissolution of the Association or the discontinuation of its previous purpose, any existing assets of the Association shall pass to the Ministry of Culture (Kultusministerium) of the State of North Rhine-Westphalia with the proviso that they may only be used for the promotion of the Stiftung Kunstsammlung Nordrhein-Westfalen.
§ 3 Membership
(1) Membership of the Association may be extended to natural and legal persons as well as to associations of persons. The Executive Board shall decide on the admission of a new member.
(2) After hearing the Advisory Board, the Executive Board is entitled to appoint honorary members as well as an honorary chairman of the Association. These enjoy all the rights of members, but are not obliged to pay fees.
(3) Membership expires a) on death; in the case of legal entities, on loss of legal capacity; b) on resignation; the resignation must be submitted in writing 3 months before the end of the financial year; c) on exclusion; the Executive Board may exclude a member from the Association on reasonable grounds after hearing the Advisory Board; the person concerned shall be heard by the Executive Board before its decision is made.
§ 4 Organs of the Association
a) The General Meeting
b) The Advisory Board
c) The Executive Board
§ 5 General Meeting
(1) A meeting of the members shall be held in the first half of each financial year (statutory meeting).
(2) The topics under discussion at the ordinary general meeting shall in particular include: a) Acceptance of the report from the Executive Board on the past financial year; b) Resolution to ratify the Advisory Board and the Executive Board; c) Election of two auditors for the current financial year.
(3) An extraordinary General Meeting shall be convened if the Executive Board deems there to be a specific reason to do so or if the interests of the Association so require. 1/3 of the members may demand the convening of a General Meeting, stating the reasons. If the board does not comply with this request within two weeks, the applicants may convene the General Meeting themselves.
(4) The convening of a General Meeting shall be performed by the Executive Board, except in the case of paragraph (3) sentence 3.
(5) A General Meeting shall be convened in writing, stating the agenda. A period of two weeks notice shall be observed; the day on which the invitation is sent out and the day of the meeting are not be taken into account when calculating the period.
(6) A duly invited General Meeting constitutes a quorum, regardless of the number of ordinary members who attend. Motions to be dealt with at a General Meeting must be submitted in writing to the Executive Board by the members concerned no later than three days before the meeting. Motions submitted after the deadline may be presented for consideration to the meeting by the Executive Board.
(7) Unless otherwise stipulated in the Statutes or by law, the General Meeting shall pass resolutions by a simple majority of the members who attend.
(8) The Head of the Executive Board or his/her deputy shall chair the General Meeting. Should neither the Head nor his/her deputy be present at the meeting, an acting Chairperson shall be elected by the General Meeting.
(9) The Chairperson shall decide on the method of voting. A written ballot must by carried out if 1/3 of the members present request it.
(10) Minutes must be taken of the resolutions passed at the General Meeting; these must contain the wording of the resolutions. The minutes are to be signed by the Chairperson.
§ 6 Advisory Board
(1) The Advisory Board consists of up to 12 members. They are elected and voted out by the General Meeting upon the proposal of the Executive Board.
(2) The task of the Advisory Board is to advise the Executive Board and to support it in the fulfilment of its duties. The Advisory Board shall elect a Chairperson from among its members. Meetings of the Advisory Board shall be convened by the Chairperson of the Advisory Board or by the Chairperson of the Executive Board or his/her deputy. Minutes shall be taken of the resolutions and signed by the Chairperson of the Advisory Board.
(3) The members of the Advisory Board are elected for the period until the end of the General Meeting that decides on the ratification of the third financial year after the election; the year of the election shall not be included in this. Re-election is permissible.
(4) The Executive Board shall attend the meetings of the Advisory Board as its guest, without voting rights unless the Advisory Board decides otherwise.
§ 7 Executive Board
(1) The General Meeting elects the Executive Board.
(2) The Board shall consist of 5 to 7 persons. The Director of the Kunstsammlung Nordrhein-Westfalen is an ex-officio member of the Association, exempt from the obligation to pay fees and an automatic member of the Board. The Board elects the Chairperson and his/her deputy from among its members.
(3) The Board represents the Association in the sense of § 26 of the German Civil Code. Two members of the board each represent the Association in judicial and non-judicial matters.
(4) The members of the Executive Board are elected for the period until the end of the General Meeting that decides on the ratification of the third business year after election; the year of the election shall not be counted. Re-election is permissible. The members of the Executive Board shall remain in office until a new election or re-election is held. The election of the Board Members can be revoked at any time by the General Meeting.
§ 8 Contributions
(1) Members are required to pay membership fees, the amount of which is decided by the General Meeting.
(2) After hearing the Advisory Board, the Executive Board is authorized to propose donations or extraordinary contributions to the members, provided that these are tied to a specific purpose. No member shall be obliged to comply with such requests.
(3) The fees referred to in paragraph 1 shall serve exclusively to advance cultural aims within the meaning of Annex 1, Section A, No. 3 to § 48 (2) EstDV (Tax Implementation Ordnance) in the valid version as of 01.01.2000. Separate contributions will be levied from individual subscribers for the organization of cultural events such as art trips.
§ 9 Amendment of the Statutes
Amendments to the statutes require a resolution at the General Meeting with a 2/3 majority of the votes.
§ 10 Liquidation
A resolution to liquidate the Association may only be passed at the request of the Executive Board in a General Meeting convened specifically for this purpose, in which at least ¾ of all members are represented, and when agreed on by a majority of ¾ of those members who are present and entitled to vote. Special reference must be made to this in the invitation to such a General Meeting. If the General Meeting does not have a quorum, a new General Meeting shall be convened within one month, which shall decide on the same matter and which will have a quorum regardless of the number of members represented. This General Meeting can decide to liquidate the Association with a majority of ¾ of the members present. This must be expressly mentioned in the invitation to this General Meeting.