Statutes for the Foundation “Remembrance, Responsibility and the Future”
In accordance with § 7 of the law establishing a foundation, “Remembrance, Responsibility and the Future”, (BGBl. (=Federal Gazette) I of 2 August 2000, p. 1263, hereinafter called Foundation Act (EVZStiftG)), the “Remembrance, Responsibility and the Future” Foundation draws up for itself the following Statutes (last amended on 28 June 2012):
Name, legal form, head office
In accordance with § 1 of the Foundation Act, the “Remembrance, Responsibility and the Future” Foundation is a foundation with legal capacity under public law with its head office in Berlin.
Purpose of the Foundation
The purpose of the Foundation arises from § 2 of the Foundation Act.
In realising the purpose of the Foundation, the Foundation will work to support the implementation and maintenance of the objectives of the Joint Declaration of 17 July 2000 on occasion of the final plenary session of the preparatory committee for the establishment of the “Remembrance, Responsibility and the Future” Foundation.
The Foundation will receive foundation resources of five billion German marks each from the institutions named in § 3 Clause 2 of the Foundation Act. The Foundation assets can be increased by contributions from third parties (§ 3 Clause 4 Sentence 1 and 2 of the Foundation Act). Any resources that are not used must be safely and profitably invested by the Foundation. The Foundation must render accounts about this.
The assets of the “Remembrance and the Future” Fund must be kept separately from the assets of the Foundation and be invested in accordance with Clause 1. Sponsored projects, which serve to fulfil the tasks assigned to the Fund in accordance with § 2 Clause 2 of the Foundation Act, must only be financed from the income from these resources. § 9 Clause 7 Sentence 2 of the Foundation Act remains unaffected. The Foundation strives to preserve the real value of its assets (adjustment for inflation). The original capital of the Foundation shall remain untouched in all cases.
Organs of the Foundation
In accordance with § 4 of the Foundation Act, organs of the Foundation are:
- the Board of Trustees and
- the Board of Management.
On assuming their office, the members of the Foundation Board of Trustees and Board of Management undertake to fulfil the intention of the donors, as expressed in the Foundation Act and in these Statutes, to the best of their knowledge and belief and to do everything to promote the interests of the Foundation and to omit any action which could damage the Foundation. They watch over the thrifty and economical use of resources. They undertake to maintain the confidentiality of personal data to which they become privy as part of their Foundation work.
The Board of Trustees
1. Subject to a decision in accordance with § 5 Clause 1 Sentence 4 of the Foundation Act, the Board of Trustees consists of the 27 members named in § 5 Clause 1 Nos. 1-18 of the Foundation Act. The Federal Chancellor may name a deputy for the chairman of the Board of Trustees.
2. The period in office of the members of the Board of Trustees is four years. They may be re-appointed. If a member retires before the end of his term of office, a successor may be appointed. The members of the Board of Trustees may be recalled by the institution sending them at any time.
3. The Board of Trustees will draw up standing orders for itself.
Rights, duties and tasks of the Board of Trustees
1. The Board of Trustees decides on all fundamental questions which are part of the responsibilities of the Foundation; in particular, the Board of Trustees is exclusively responsible for the following tasks:
- issuing guidelines on the use of Foundation resources in accordance with § 5 Clause 7 of the Foundation Act and putting into concrete terms the provisions contained in § 9 of the Foundation Act. The Board of Trustees may change the guidelines as necessary by a majority of its members;
- deciding on the basis of the legal definition of § 12 Clause 1 of the Foundation Act on the recognition of “another place of liability” within the meaning of § 11 Clause 1 No. 1 of the Foundation Act and also the agreement of the sub-categories to be determined by the partner organisations in accordance with § 9 Clause 8 of the Foundation Act. The Board of Trustees will make a decision after hearing arguments from the partner organisation concerned;
- appointment of the members of the Foundation Board of Management for a period of up to four years each; re-appointment is permitted; the members of the Board of Management may be dismissed by the Board of Trustees at any time for cause.
- monitoring the activities of the Foundation Board of Management. For this purpose the Board of Trustees in the person of its chairman can at any time demand information about the activities of the Foundation Board of Management and access to all business documents. The Board of Trustees can also instruct one or several members to undertake this task;
- approving the budget drawn up by the Board of Management and the annual accounts, as well as discharging the Foundation Board of Management;
- approving the remuneration of the members of the Board of Management on the basis of the remuneration system under public law and conclusion of the corresponding employment contracts.
- the naming of a person as arbitrator in accordance with § 9 Clause. 12 of the Foundation Act.
2. The Board of Trustees shall take decisions concerning focus areas and funding programmes based on proposals submitted by the Board of Directors. A corresponding financing volume shall be approved for each funding programme.
3. Based on proposals submitted by the Board of Directors, the Board of Trustees shall take decisions on project applications for funding of more than EUR 100,000 or applications for projects whose project executing agencies are either members of the Board of Trustees or organisations associated with members of the Board. If a member of the Board of Trustees or his/her delegating institution is participating in the implementation of a project, this member shall not be entitled to vote in the respective decision-making process.
4. On the basis of a majority decision, the Board of Trustees can request the Board of Directors to re-examine applications which the Board of Trustees has rejected and to re-submit these for decision-making.
5. The Foundation reimburses the necessary expenses of the members of the Board of Trustees who excercise their right to vote, acting on an honorary basis.
Foundation Board of Management
1. In accordance with § 6 Clause 1 Sentence 1 of the Foundation Act, the Foundation Board of Management consists of one chairman as well as two further board members.
The chairman of the Board of Management issues invitations to attend meetings of the Board of Management. He is obliged to do this if a member of the Board of Management makes such a demand in writing.
The Board of Management is quorate if two board members participate in the vote following proper invitation. The Board of Management adopts its resolutions by a majority of the votes cast.
Resolutions of the Foundation Board of Management may also be adopted in written or telexed procedures if all the members of the Foundation Board of Management agree to this in writing or by telex or if a decision by the Foundation Board of Management cannot be achieved in any other way. In this respect, the members of the Foundation Board of Management must ensure their ability to act through the relevant technical facilities.
2. Minutes must be kept of the resolutions adopted by the Foundation Board of Management, to be signed by the chairman of the meeting and the secretary to be appointed on each occasion, and sent to the chairman of the Board of Trustees who will inform members of the Board of Trustees about important decisions.
3. The Board of Management can draw up standing orders for itself which require approval by the Board of Trustees.
Rights, duties and tasks of the Foundation Board of Management
1. In accordance with § 6 Clause Sentence 4 of the Foundation Act, the Foundation Board of Management represents the Foundation in legal and non-legal matters. Two members respectively of the Foundation Board of Management jointly represent the Foundation. Each member of the Foundation Board of Management may be represented by another member, multiple representation is not permitted.
2. The Board of Management administers the Foundation and conducts its business in accordance with the purpose of the Foundation as expressed in the Foundation Act as well as with these Statutes and the resolutions of the Board of Trustees. In this context it is also responsible implementing the resolutions of the Board of Trustees as well as dealing with the tasks transferred to it by the Board of Trustees.
The Foundation Board of Management is responsible in particular for:
- the management of the ongoing business of the Foundation in accordance with § 6 Clause 3 Sentence 1 of the Foundation Act, in which it is responsible for the preparation and conclusion of all legal transactions binding on the Foundation;
- the preparation of the resolutions of the Board of Trustees;
- conclusion of contracts with the partner organisations
- conclusion and settlement of the contract with ICHEIC with the inclusion of the insurance service
- monitoring the economical use of Foundation resources in accordance with their intended purpose by the partner organisations, particularly adherence to the stipulations of the Foundation Act as well as of contracts concluded with the partner organisations;
- regular reports to the Board of Trustees about control of the implementation of contracts concluded with partner organisations;
- the management and administration of the “Remembrance and the Future” Fund set up within the Foundation as well as the use of its resources in accordance with the statutes;
- drawing up the annual budget and the annual accounts (management report) as well as seeking the approval of the Federal Finance Ministry in accordance with § 8 Clause 2 Sentence 2 of the Foundation Act.
3. For the purpose of strengthening the capital assets of the Foundation and also for cofinancing individual programmes and projects, the Foundation seeks to mobilise further endowments and grants.
4. Within the framework of the statutory Purpose of the Foundation (Section 2, Para. 2 of the Law on the Creation of a Foundation “Remembrance Responsibility and Future”) and the Central Themes adopted by the Board of Trustees on 20 January 2005, the Board of Directors shall develop focus areas and funding programmes and submit these to the Board of Trustees for approval. The objectives, criteria and procedures for the selection and configuration of the individual projects shall be determined within the funding programmes. The funding programmes shall be publicly announced.
5. Board of Directors is authorised to decide on applications for funding of up to EUR 100,000 for projects whose project executing agencies are neither members of the Board of Trustees nor organisations associated with members of the Board. Should the Board of Directors take a decision on its own responsibility outside the funding programmes, a maximum amount of 15% of the annual approvals volume shall not be exceeded. In cases of exception, individual projects may be supported within the framework of the focus areas in addition to the publicly announced funding programmes. This applies in particular to pilot projects implemented in preparation for new funding programmes.
6. The Board of Directors shall report to the Board of Trustees at the meetings of the Board of Trustees, in which it participates in an advisory capacity, and at least every six months on the development of the funding programmes and their evaluation, as well as on the financial situation of the Foundation. The Board of Directors shall inform the Board of Trustees of approved and rejected applications in tabluar form.
7. In administering the Foundation, the Board of Management can employ suitable staff for support as it deems fit and as permitted by the budget; it can grant them authorities as part of their respectively allocated tasks.
As further institutions in the area of responsibility covered by the Foundation,
1. seven partner organisations and appeal bodies to be set up by them
2. a Commission for economic loss and damage to health
3. the International Commission of Holocaust Era Insurance Claims (ICHEIC)
will assume functions assigned to them by the Foundation Act and relevant contracts. They are not organs of the Foundation, which will work together with them to fulfil the purpose of the Foundation and which will seek to achieve the thrifty and economical use of resources.
Budget and annual accounts
The Board of Management must draw up a budget at least three months before the start of each financial year and present it to the Board of Trustees for approval. The budget approved by the Board of Trustees requires approval by the Federal Finance Ministry.
The Foundation is subject to audit by the Federal Audit Office (§§ 80 ff. in connection with § 105 Federal Budget Code (Bundes¬haushaltsordnung)). Regardless of this, the accounting, budgeting and administration of the Foundation will be audited by the Federal Office for Central Services and Unresolved Property Issues. The auditing authorities are entitled to request and inspect all relevant documents for budgeting and administration. The Board of Trustees will be informed of the findings of the auditing authorities. After notification of the members of the Board of Trustees, the Board of Management can request, in accordance with Sentence 6, to be discharged by the Board of Trustees in respect of its activities for the year ended.
The budgetary year is the calendar year.
Amendment of the Statutes
The Board of Trustees can amend the Statutes with a two thirds majority in accordance with § 7 Clause 3 of the Foundation Act.
Entry into force and publication
The Statutes or amendments thereto enter into force on resolution of the Board of Trustees.
The Statutes or amendments thereto are published in the Federal Gazette.