Articles of Association of the Friedel & Gisela Bohnenkamp Foundation
§ 1 The name of the Foundation is Friedel & Gisela Bohnenkamp Foundation. 2. (2) The founder within the meaning of these Articles of Association is Mrs. Gisela Bohnenkamp. (3) The Foundation is a legally capable foundation under civil law with its registered office in Osnabrück. The fiscal year is the calendar year.
§ 2 Purpose and Tasks of the Foundation 1. the Foundation exclusively and directly pursues charitable purposes within the meaning of the section "Tax-privileged Purposes" of the German Tax Code. The tasks of the Foundation are: a) the promotion of art, culture and science b) the promotion of education and upbringing of high-achieving children, in particular of former and active employees of the company of Bohnenkamp AG, Osnabrück c) the promotion of environmental protection and nature conservation as well as landscape preservation d) the promotion of youth and old people's welfare e) the support of persons in need who meet the requirements of § 53 of the German Fiscal Code (AO) as amended, in particular of active and former employees of the company of Bohnenkamp AG, Osnabrück. 3) The purpose of the Foundation is to maintain the gravesite of Friedel and Gisela Bohnenkamp and to honor their memory within the limits of the law on non-profit organizations (§ 58 No. 6 AO). The Foundation may also indirectly realize the aforementioned purposes of the Foundation by raising funds for tax-privileged purposes of other corporations or for the realization of tax-privileged purposes by a corporation under public law in the areas mentioned in this § 2. The raising of funds for a private corporation subject to unlimited tax liability requires that the corporation itself is tax-privileged. 5. the foundation will use auxiliary persons for the fulfillment of its tasks, as far as it does not carry out the tasks itself. (6) The Foundation shall, as far as possible, be involved in the conceptual design or influence of all sponsored projects. (7) The beneficiaries shall not have a legal claim to a grant. In each case, the recipients must provide evidence that the funds have been used for the intended purpose. Applications for grants and donations from employees of the Bohnenkamp AG company as defined in paragraph 2 shall be given special consideration within the limits of the law on non-profit organizations. 8. the tasks of the foundation can be cautiously developed further by means of amendments to the articles of association, in accordance with the necessities of changed circumstances, within the framework of the non-profit status and in the sense of the founder's intentions as laid down in the articles of association.
§ 3 Assets of the Foundation 1. The assets of the Foundation consist, at the time of its establishment, of a participation of 25% points (in relation to the total share capital) of the Class B shares in Bohnenkamp-Verwaltungs-Gesellschaft mit beschränkter Haftung in Osnabrück. At the time of the establishment of the Foundation, Bohnenkamp-Verwaltungs-Gesellschaft mit beschränkter Haftung holds all shares in Bohnenkamp AG, the managing holding company of the Bohnenkamp Group of Companies, Osnabrück. The assets of the foundation are to be maintained undiminished. Reallocations of assets are permissible. Contributions from third parties are available to the Foundation for its statutory tasks, insofar as they are not intended to accrue to the Foundation's assets. 3. 3. surpluses from asset management and profits from an economic business operation (§ 14 AO) may be allocated to the assets of the foundation in whole or in part in the year of establishment of the foundation and in the two following calendar years. 4. if the founder's will cannot be realized in any other way and the existence of the foundation is guaranteed for an appropriate period of time, the foundation's assets may be used for statutory purposes with the consent of the foundation authority. In subsequent years, the amount drawn down shall be returned to the foundation's assets as far as possible.
§ 4 Fulfillment of the Foundation's Tasks The purpose of the Foundation shall be fulfilled from the income of the Foundation's assets as well as from any contributions by the Founder or third parties (donations) not expressly intended to increase the Foundation's assets. The costs of the foundation are to be covered in advance from the income and donations.
§ 5 Restriction on the purpose of the foundation 1. The foundation shall act selflessly. It does not primarily pursue its own economic purposes. 2. the funds of the foundation may only be used for purposes in accordance with the articles of association. No person may benefit from expenditures that are alien to the purpose of the Foundation or from disproportionately high remuneration or other contributions to assets. 3. the Foundation may allocate its funds (income and donations within the meaning of § 4) in whole or in part to a free or earmarked reserve or to its assets within the limits permitted by tax law (§ 62 AO). The foundation may take out loans up to an amount of 50% of the free reserves formed. The loans must be repaid in full within a maximum of three years.
§ 6 Organs of the Foundation 1. the organs of the Foundation are the Board of Directors and the Board of Trustees. 2. the members of the organs are liable to the foundation only for intent and gross negligence.
§ Section 7 Composition of the Board of Directors 1. The Board of Directors shall consist of one or more, at most three, members. The first members of the board of directors shall be appointed by the founder in the foundation deed. The term of office of the members is 5 years. Thereafter, the members of the Board of Directors are elected and recalled by the Board of Trustees for the term of up to 5 years. After the death of the founder, at least one descendant of the founder shall be a member of the board of trustees, without prejudice to the following sentences. Agreements are to be concluded with the members of the Executive Board before they take up their duties, which require the approval of the Board of Trustees in order to be effective. When concluding service agreements, the Foundation shall be represented by the Chairman of the Board of Trustees. The members of the Board of Trustees may be re-elected - even several times. The Board of Trustees shall appoint a chairman or a spokesman of the Board and his deputy from among the members of the Board. A member of the Board of Trustees may not at the same time be a member of the Foundation's Executive Board. Sentence 1 shall not apply to the founder. The simultaneous chairmanship of both bodies is inadmissible. 3. the maximum age limit for members of the board of trustees is 70 years at the time of appointment. This limit does not apply to the founder Mrs. Gisela Bohnenkamp. In order to ensure continuity and the preservation of the foundation's idea, the average age of the members of the Board of Management shall not exceed 60 years. The founder shall not be included in the determination of the current average age.
§ The Executive Board may adopt rules of procedure governing the allocation of responsibilities and cooperation within the Executive Board. The rules of procedure shall require the approval of the Board of Trustees in order to be effective. (2) As a rule, the Board of Management shall pass its resolutions at meetings, which shall be convened by the Chairperson or the Spokesperson of the Board of Management or the Deputy Chairperson with a notice period of four weeks, as a rule on a quarterly basis, and otherwise as required. (3) Resolutions may also be adopted outside meetings, in particular by written circular, provided that the Chairperson or the Spokesperson of the Executive Board so proposes and no Executive Board member objects or all Executive Board members participate in the adoption of the resolution. (4) The Executive Board shall constitute a quorum if at least half of its members participate in the adoption of resolutions. The chairperson or spokesperson of the Executive Board shall be responsible for chairing Executive Board meetings. If the chairperson or spokesperson is unable to attend, the meeting shall be chaired by the oldest member of the Executive Board present. The Executive Board shall pass its resolutions by a simple majority of all members. In the event of a tie, the Chairman or, if he is unable to do so, the Vice-Chairman, shall have the casting vote, provided that a Chairman of the Executive Board has been appointed. Minutes shall be taken of the resolutions, signed by the chairman of the meeting and sent in text form to all members of the Executive Board. Objections to the correctness of the minutes may only be notified in text form to the chairman of the meeting within 4 weeks of receipt of the copy. After expiry of this period, the recorded resolutions may no longer be contested. § The Executive Board represents the Foundation in and out of court. It has the position of a legal representative and acts in the external relationship through the chairman or the spokesman or through the deputy. The deputy shall only make use of his right of representation in the internal relationship if and insofar as the chairman or the spokesman is prevented. For the measures taken by the deputy to be effective, proof that the chairman or spokesman was prevented shall not be required. 2. The members of the Executive Board shall jointly manage the business of the Foundation. The Executive Board shall develop the annual plan and, if necessary, multi-year plan, coordinate it with the Board of Trustees and ensure its implementation. The management authority may be limited by the rules of procedure of the Board of Trustees or the Executive Board. (3) The members of the Executive Board shall act with the due care and diligence of a prudent businessman and shall be bound by the purpose of the Foundation and these Articles of Association. 4. the tasks of the executive board include, unless restricted by paragraph 5, in particular a) the administration of the foundation's assets b) the allocation of foundation funds c) the decision on the formation of reserves d) accounting and reporting on the administration of the foundation to the board of trustees and to the foundation supervisory authority e) the public relations work of the foundation f) proper and careful financial planning. The Board of Trustees shall prepare an annual financial plan describing a short- and medium-term as well as, if necessary, a long-term operational framework, including budget estimates, based on the basic strategic decisions. The annual plan (= short-term financial plan) for the following year must be submitted to the Board of Trustees by December 15 of the current year at the latest. g) informing the Board of Trustees at least once a year about all planning issues relevant to the Foundation, in particular project planning. The Board of Trustees may, by simple majority, also request additional meetings in writing by circulation. h) by May 31 of each year, a comprehensive report to the Board of Trustees on the activities of the past fiscal year, as well as the auditor's report - insofar as the Foundation is required to be audited - on the annual financial statements for the past fiscal year. If possible, proposals for the future activities of the foundation as well as a draft of the short-term financial plan shall also be submitted. i) If necessary, the employment of workers. (5) The Board of Trustees may only undertake transactions and measures which go beyond the Foundation's ordinary business operations or which involve an extraordinary economic risk with the consent of the Board of Trustees. This applies in particular to the following transactions and measures: a) the determination of the strategic principles and focal points of the Foundation's work. b) the legal disposal (including assignment, pledging, other encumbrance, etc.) of shares or parts of shares - directly or indirectly - in the Bohnenkamp Group of Companies, Osnabrück. This also applies to any obligation under the law of obligations in this regard, the granting of sub-participations and silent participations, the establishment of a trust and comparable legal transactions. c) The use of free reserves in accordance with § 5 Paragraph 3. d) The acquisition, sale and/or encumbrance of participations of any kind (with the exception of participations within the scope of asset management of the free reserves in accordance with § 5 Paragraph 3); letter b) remains unaffected. e) Donations (use of funds) within the scope of the purposes of the Foundation, insofar as an amount threshold determined by the Board of Trustees is exceeded. The Board of Trustees may also decide on a catalog of transactions requiring approval, which may deviate from the above letters a) to e).
§ Section 10 Remuneration of Executive Board Members of the Executive Board shall be entitled to appropriate remuneration. The remuneration shall be calculated plus statutory value-added tax, where applicable. The amount of the remuneration shall take into account the scope of the tasks and the responsibility to be assumed and the necessary cash expenses. The remuneration shall be determined prior to the commencement of the activity or prior to the extension of a term of office in a written agreement to be concluded between the member of the Board of Trustees and the Foundation (§ 6 paragraph 4 sentence 3 Lower Saxony Foundation Act). § Section 11 Composition of the Board of Trustees 1. The Board of Trustees shall consist of at least 3 and at most 10 members. One member must be related to or related by marriage to the founder, unless the founder herself is a member of the board of trustees. The first members of the Board of Trustees shall be appointed by the Founder in the deed of foundation. Otherwise, the members of the Board of Trustees shall be elected by the Board of Trustees in its latest composition. A retiring member of the Board of Trustees shall submit a proposal for a successor. The proposal shall not have any binding effect. For the member referred to in paragraph 1 sentence 2, a proposal from among the descendants of the founder in particular shall be considered. Notwithstanding sentence 1, the Chairman of the Board of Directors of the Bohnenkamp Foundation Family and Management is a natural member of the Board of Trustees as long as the Bohnenkamp Foundation Family and Management exists. 3. the term of office of the trustees is a maximum of 5 years. Re-election, even several times, is possible. The exact term of office shall be specified in the foundation charter or in the resolution on the election. 4. the average age of the members of the Board of Trustees shall not exceed 72 years at the time of appointment. Notwithstanding the provisions of paragraph 2, sentences 1 to 4, the individual member shall automatically resign from the Board of Trustees at the end of the first meeting of the Board of Trustees following his or her reaching the age of 75, without the need for recall. This provision does not apply to the founder Mrs. Gisela Bohnenkamp, who is not to be included in the calculation of the average age pursuant to sentence 1. The provision in sentence 2 shall not apply to the member of the Board of Trustees born in accordance with paragraph 2 sentence 5. (5) The Board of Trustees shall elect a chairperson and, if required, a deputy chairperson from among its members. The Chairman of the Board of Trustees shall represent the Board of Trustees vis-à-vis the Executive Board. If the chairman is unable to perform this task, his deputy shall do so. For the measures taken by the deputy to be effective, it is not necessary to prove that the chairman was unable to act.
§ Section 12 Internal Regulations of the Board of Trustees 1. the Board of Trustees may adopt rules of procedure. (2) The Board of Trustees shall decide on all matters within its competence by resolution. 3. the resolutions of the Board of Trustees shall as a rule be passed in meetings. The Board of Trustees shall hold a meeting at least once a year. The rules of procedure of the Board of Trustees may determine a higher number. Meetings of the Board of Trustees shall be convened by the Chairman in writing, by fax or by e-mail, stating the agenda and giving fourteen days' notice. In urgent cases, the convener may shorten the notice period and convene meetings orally or by telephone. In the case of a resolution to amend the Articles of Association, the period of notice shall be 2 months. Additional meetings may be convened at the request of the Chairman of the Board of Trustees, a simple majority of the members of the Board of Trustees, or at the request of the Board of Directors of the Foundation. 4. resolutions are also permissible outside meetings, in particular by written circulation procedure, provided that the Chairman suggests this and no member of the Board of Trustees objects or all members of the Board of Trustees participate in the resolution. Paragraph 3 shall apply accordingly. (5) The Board of Trustees shall constitute a quorum if more than half of its members participate in the adoption of the resolution. If a meeting proves not to have a quorum, the chairperson may convene a new meeting without delay; this meeting shall then have a quorum irrespective of the number of members present, insofar as reference was made to this in the notice convening the new meeting. (6) Resolutions shall require a simple majority of the votes cast, unless a larger majority is expressly required by these Articles of Association. In the event of a tie, the Chairman shall have the casting vote. In the event that the Chairman is prevented from voting, the Vice-Chairman shall also have the right to cast the deciding vote. Resolutions on amendments to the Articles of Association and the dissolution of the Foundation require a majority of at least four fifths of all members of the Board of Trustees. Sections 16 and 18 shall remain unaffected. 7. resolutions cannot be passed against the vote of the member named in § 11 paragraph 2 sentence 5 (Chairman of the Board of the Bohnenkamp Foundation Family and Management). 8. minutes shall be taken of the resolutions of the Board of Trustees and signed by the Chairman. § 8 paragraph 7 applies accordingly.
§ 1. the task of the Board of Trustees is to advise and supervise the Executive Board in the management of the Foundation's business. The Board of Trustees shall be involved in decisions of fundamental importance to the Foundation. The Board of Trustees shall engage in regular dialogue with the Executive Board regarding the fulfillment and further development of the Foundation's purpose, the Foundation's strategy, and the assurance of the Foundation's continuity. In managing the Foundation, the Board of Trustees and the Executive Board shall follow the entrepreneurial guidelines and ethical convictions of Friedel and Gisela Bohnenkamp to the extent permissible within the framework of the Foundation's non-profit status. 2. the tasks of the Board of Trustees also include: a) the approval of the Foundation's audited annual financial statements. b) the appointment of the Foundation's auditor. c) the acceptance of the accounts of the Executive Board and the discharge of the members of the Executive Board for the fiscal year. 3. the Board of Trustees may avail itself of expert advice in its activities and call in experts and advisors to its meetings. These experts and advisors shall be bound to secrecy insofar as they are not already bound to secrecy by professional law.
§ The Board of Trustees may only approve a resolution on a legal transaction referred to in § 9 (5) (b) if, after conscientious examination, it is of the opinion that the resolution is in line with the spirit of the Founder and her wish that the independence of the company be preserved and promoted for as long as it makes economic sense. § Section 12 (7) shall remain unaffected.
§ Section 15 Remuneration of members of the Board of Trustees The Board of Trustees shall decide on the remuneration of members of the Board of Trustees by resolution. § 12 paragraph 7 remains unaffected.
§ 16 Amendments to the Foundation Statutes 1 Amendments to the Statutes shall require good cause. The new provisions shall be made with due regard for the will of the Founder. (2) Amendments to the articles of association shall not become effective until they have been approved by the supervisory authority. Amendments to the articles of association that affect the purpose of the foundation require the approval of the tax authorities.
§ 1. The members of the Board of Trustees and the Executive Board shall be bound solely by the interests of the Foundation. No member of the Board of Trustees and the Executive Board may directly pursue personal interests in their decisions. Each member of the Board of Trustees and the Executive Board shall disclose possible conflicts of interest without delay. (2) The members of the Board of Trustees and the Board of Management may not demand or accept payments or other benefits from third parties in connection with their work for the Foundation, either for themselves or for other persons. 3. all matters concerning the foundation, in particular business and trade secrets, must be kept confidential from third parties. This obligation shall continue indefinitely even after the member has left the Board of Trustees and the Executive Board. 4. (4) In the case of legal transactions with members of governing bodies, a third party comparison must be carried out by the auditor. The market conformity of such legal transactions shall be confirmed in the audit report.
§ 18 Dissolution and liquidation 1. The Board of Trustees shall decide on the dissolution of the Foundation. Such a decision is only permissible for compelling reasons and with the approval of the supervisory authority. A compelling reason exists in particular if the purpose of the foundation can no longer be fulfilled in a lasting and sustainable manner. This resolution must be passed unanimously. (2) In the event of the dissolution or termination of the Foundation, the assets remaining after liquidation shall be transferred to a corporation recognized as a tax-privileged entity or to a public corporation for use for the purposes specified in § 2. The corporation shall be determined by the Board of Trustees. Resolutions on the use of the assets may only be implemented after the approval of the competent tax office.
§ 19 Founder's Rights The founder reserves the following rights during her lifetime, which, when exercised, take precedence over the rights of the Board of Trustees and the Board of Management as described accordingly in these Articles of Association (founder's rights): a) The amendment of the Articles of Association within the framework of the charitable status of the Foundation. b) Appointment and dismissal of the members of the Board of Trustees and the Executive Board. c) As long as the founder is a member of the Board of Trustees, a resolution of the Board of Trustees including its committees shall not come into effect if the founder votes no or otherwise objects (right of veto and objection). If the founder has not participated in a resolution or has not already objected to it, the resolution must be served on the founder without delay. An objection by the founder to this resolution may only be declared to the Board of Trustees in text form within one week of notification.
§ 20 Entry into force These Articles of Association shall enter into force after recognition by the supervisory authority.
§ Section 21 Severability clause Should any provision of these Articles of Association be or become invalid or should the Articles of Association contain a loophole, this shall not affect the legal validity of the remaining provisions. Any regulatory gaps shall be filled in accordance with the purpose and tasks of the Foundation and the effective provisions of these Articles of Association.
Status: November 9, 2020