Articles of Association

At its constituent meeting on July 25, 2019, the Foundation Board of Kulturstiftung Schloss Wiepersdorf (hereinafter referred to as the Foundation) issued these Articles of Association pursuant to Sect. 8(3) of the Act on the Establishment of Kulturstiftung Schloss Wiepersdorf (Gesetz über die Errichtung der Kulturstiftung Schloss Wiepersdorf, or in short KSWiepG).

Preamble

Steeped in tradition, Künstlerhaus Schloss Wiepersdorf, the artists’ house at Wiepersdorf Castle, has been run by Kulturstiftung Schloss Wiepersdorf, a foundation attached to Wiepersdorf Castle cultivating the arts and culture, since July 1, 2019.

The German Foundation for Monument Conservation (Deutsche Stiftung Denkmalschutz, or in short DSD) purchased the Schloss Wiepersdorf property from the State of Brandenburg in 2005, and received the “Land-Brandenburg-Fonds” in trust in order to be able to guarantee the preservation of the property and operation of Künstlerhaus. The DSD has maintained and preserved the property in a manner appropriate to conservation of a listed building through the fund income and with considerable funding of its own in order to continue operating Künstlerhaus. Thanks to the DSD’s commitment, the property is in such good condition, which enables Künstlerhaus to also continue its operations unhindered. As a member of the Board of Trustees, the DSD will remain committed to supporting Künstlerhaus Schloss Wiepersdorf and do so, where possible, on a project-by-project basis.

The Foundation does not have any basic assets, but it does receive continuous support as an income foundation from the founding agency: the State of Brandenburg. The DSD transfers the property and the funding to the Foundation. The appropriate contracts are concluded for this purpose. This enables Kulturstiftung Schloss Wiepersdorf to create an endowment fund that it can use in pursuit of the Foundation’s purposes. The DSD makes a significant contribution to this.

1
Name, legal form, registered office

The Foundation bears the name “Kulturstiftung Schloss Wiepersdorf.” It is a foundation with legal capacity under public law and has its registered office in Wiepersdorf (in the German district of Teltow-Fläming).

2
Foundation’s purpose and tasks

(1) Pursuant to Section 2 of the KSWiepG, the purpose of the Foundation is the operation of Künstlerhaus Schloss Wiepersdorf for the promotion of fellows as well as the cultivation of the arts, culture, and science.

(2) The Foundation has the task of preserving and continuing the cultural tradition of Schloss Wiepersdorf as an artists’ house and historical site of Romanticism. To this end, it grants artists in particular working and residence fellowships combined with the opportunity for interdisciplinary, supra-regional, and international exchange. The purpose of the Foundation is realized in particular through:

a) The implementation of an interdisciplinary and international fellowship program;
b) the conducting of public events with fellows;
c) the preservation and remembrance of the history of the place through the continuation of the Bettina and Achim von Arnim Museum;
d) cooperation with third parties; and
e) the maintenance and preservation of cultural assets and real estate, insofar as they are the property of the Foundation.


3
Non-profit status and special commitment of funds

(1) The Foundation pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code (Abgabenordnung), as amended. The activities of the Foundation are altruistic in nature; the Foundation does not primarily pursue its own economic purposes.

(2) The Foundation’s financial resources may only be used for purposes pursuant to these Articles of Association. No person may be favored by expenses that are extraneous to the purpose of the Foundation or by disproportionately high remuneration. The members of the Foundation Board shall not receive any contributions from the Foundation’s financial resources. They shall however receive an expense allowance in accordance with the provisions of the Travel Expenses Act generally applicable for the administration of the State of Brandenburg.

4
Duties of the Foundation Board

(1) The duties of the Foundation Board shall be determined pursuant to Section 8 of the KSWiepG. If necessary, the Foundation Board issues further articles of association pursuant to Section 8 of the KSWiepG, in particular for any commercial operations of the Foundation.

(2) The Foundation Board issues and amends articles of association pursuant to Section 9(3) of the KSWiepG. Articles of associations and amendments of these require the approval of the legal supervisory authority.

(3) The members of the Foundation Board are bound to confidentiality.

(4) The Foundation Board may adopt rules of procedure for itself.

5
Procedures in the Foundation Board

(1) The procedure in the Foundation Board is determined pursuant to Section 9 of the KSWiepG.

(2) The meeting shall be convened by the chairperson, who shall invite the members of the Foundation Board in writing by letter or email stating the agenda and the date, time, and place of the meeting. The invitation can also be issued by the Board of Directors on behalf of the chairperson.

(3) The Board of Directors shall send the meeting documents to the members of the Foundation Board no later than two weeks before the day of the meeting. As a rule, the place of meeting shall be the registered office of the Foundation. It is permitted to transmit the documents electronically.
If one or more members receive these documents late, said person(s) may request a postponement of the meeting.
At the discretion of the chairperson the invitation may be made by telephone in urgent cases. The documents on resolutions are to be sent immediately.

(4) The members of the Foundation Board may propose amendments or additions to the agenda. These shall be submitted to the chairperson at least three days before the beginning of the meeting. In exceptional cases, amendments or additions to the agenda may be tabled at the meeting. The agenda shall be adopted by a majority vote of the members of the Foundation Board present.

(5) The Board of Directors shall participate in the meetings of the Foundation Board. Additional persons may be included by the Foundation Board at the meetings of the Foundation Board. The members pursuant to Section 7(1) of the KSWiepG or their deputies may determine which employees from their business areas participate in an advisory capacity, in consultation with the chairperson. The chairperson of the Board of Trustees participates in the meetings of the Foundation Board, provided that the chairperson of the Foundation Board proposes this and no member of the Foundation Board who is present or represented objects. The chairperson of the Board of Trustees does not have the right to vote, but acts in an advisory capacity. Otherwise, the meetings of the Foundation Board shall be held in closed sessions.

(6) Resolutions regarding the content of the Articles of Association, the budget and its amendment, as well as resolutions that impact the Foundation’s budget beyond the existing budget can only be passed with the consent of a majority of the members of the Foundation Board, whereby resolutions contrary to the votes of the State of Brandenburg are not possible.

(7) Resolutions of the Foundation Board may also be passed in written consent procedure by letter or email, provided that no member of the Foundation Board objects to such resolutions. The chairperson shall obtain the approval of the members of the Foundation Board in such resolutions.

(8) Minutes of the meeting shall be drawn up and signed by the chairperson—in his or her absence by his or her deputy—and by the person taking the minutes. Resolutions passed by written consent procedure shall be recorded in the minutes of the subsequent meeting of the Foundation Board.

(9) Pursuant to Section 8(5) of the KSWiepG, the Foundation Board may instruct the chairperson to decide alone on the approval in individual areas determined by the Foundation Board. This does not apply to the acquisition, sale, and encumbrance of real estate. The resolution of the Foundation Board to thusly instruct the chairperson may only be passed with the consent of all members of the Foundation Board. It is not permitted to vote on this issue by written consent.

6
Position, tasks, and representation of the Board of Directors

(1) The position and duties of the Board of Directors are defined in Section 10(1) and (2) of the KSWiepG.

(2) The current business of the Board of Directors includes in particular the regularly recurring business connected with administration of the Foundation as well as the purpose and focus, long-term image, and management of Künstlerhaus.

(3) The Board of Directors may employ staff pursuant to Section 8(2)1 of the KSWiepG and conclude the necessary contracts in order to prepare resolutions of the Foundation Board, to carry out its tasks and, in particular, to carry out current business. At the same time, the Board of Directors is authorized to execute the contracts and—as far as legally permissible—to terminate them; severance payments are only possible within the framework of collective bargaining regulations and require the approval of the Foundation Board.

(4) The current business of the Board of Directors does not include in particular:

– the acceptance of gifts, inheritances, and donations, insofar as follow-up costs that result in expenses of more than €20,000 arise for the Foundation in the current or a future financial year,
– the conclusion and termination of rental and lease agreements with a contractual term of more than ten (10) years or a rental or lease if this exceeds a limit of €35,000 per year or if there are deviations from the usual local rental or lease conditions,
– the conduct of legal disputes of particular importance,
– the waiver of claims or the conclusion of settlements if the amount of €20,000 is exceeded,
– all other business for which the Foundation Board reserves the right to pass resolutions.

(5) The Board of Directors shall be obliged to inform the Foundation Board in a timely and comprehensive manner regarding all important matters and to provide it with information on all matters of the Foundation, such as reports on the substantive and financial situation. Access shall be granted to the records. The Board of Directors participates in an advisory capacity in the meetings of the Foundation Board, in meetings of task forces appointed by the Foundation Board, and in the meetings of the Board of Trustees.

(6) The Board of Directors of the Foundation acts on behalf of the Foundation on the basis of an employment contract and receives appropriate remuneration. No separate remuneration shall be granted for activities on the Board of Directors.

7
Board of Trustees

(1) The members of the Board of Trustees shall be appointed by consensus of the Foundation Board. The appointment shall be made by the chairperson in writing.

(2) The Foundation Board may set up further task forces to advise it and to prepare its decisions. Task forces shall be assigned tasks of fundamental importance from selected subject areas for further consideration.

8
Dissolution of the Foundation

(1) In addition to Section 16 of the KSWiepG, in the event of the dissolution of the Foundation or the discontinuation of tax-privileged purposes, the assets contributed by third parties shall return to the State of Brandenburg, which shall use them directly and exclusively for charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code. The assets added during the existence of the Foundation shall return to the State of Brandenburg. This is to be used directly and exclusively for charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code and in a manner as close as possible to the purpose of the Foundation for the care and maintenance of Künstlerhaus Schloss Wiepersdorf within the meaning of the purpose of the Foundation.

(2) In the event of encumbrances on the assets of the foundation, these shall be borne by the State of Brandenburg in the event of dissolution of the Foundation.

9
Final provisions, entry into force

These Articles of Association shall enter into force on the day following the adoption of the resolution on the Articles of Association by the Foundation Board.