§ 1 Name, legal form and registered office
- The Foundation bears the name Possehl-Stiftung.
- It is a foundation with legal capacity under civil law.
- It is registered in Lübeck.
§ 2 Mission
- The historical objectives of the Foundation in Lübeck are:
- To preserve the beautiful image and public spaces of the city, in particular the appearance of the Hanseatic City of Lübeck as a world cultural heritage site,
- To support charitable and public service institutions,
- To foster art and science,
- To help the young,
- To alleviate hardship for those in need.
- The above-mentioned goals of the Foundation are realized primarily by means of financial, but partially also through advisory sponsorship
- in the restoration and renovation of historically significant, urbanistically remarkable structures as well as of the public spaces in Lübeck,
- of charitable and non-profit institutions like youth hostels and clubs, senior citizen residences and nursing homes, community and sports facilities of all kinds as well as
- of independent carriers working in the area of youth, immigrant, and social services,,
- of public and private cultural institutions and events as well as of Lübeck’s Universities,
- of Lübeck’s schools, kindergartens, non-profit sports clubs, and youth associations,
in individual cases of social hardship and by means of the support of institutions caring for fellow citizens in need.
- In fulfilling the objectives of the Foundation mentioned under numbers 1 and 2, the Foundation exclusively and directly pursues charitable and benevolent purposes within the meaning of the "Tax-privileged purposes" section of the Fiscal Code. In this context, the purposes of the Foundation are directed towards the promotion of science, youth welfare and care for the elderly, art and culture, including the care and preservation of cultural values, the protection and preservation of historical monuments, education, national and vocational training, welfare work, sport, local history, civic commitment in favor of tax-privileged purposes and the promotion of charitable purposes.
- The Foundation may pursue its purposes itself, through auxiliary persons or through the non-material and financial support of other tax-privileged and public bodies and public corporations by raising funds and passing them on to such organizations. It operates altruistically and does not primarily pursue its own economic objectives.
- The Foundation shall not assume any tasks which are the responsibility of the public authorities and which, if properly financed, can be performed by it.
- The beneficiaries of the Foundation are not legally entitled to benefits from the Foundation on the basis of this Charter.
§ 3 Assets
- The assets of the Foundation primarily comprise
- the share in the firm L. Possehl & Co. mbH
- bank balances and receivables
- works of art
- The Foundation fulfils its mission from the proceeds of the Foundation's assets and from donations from third parties.
- The Foundation's resources may only be used for purposes in accordance with the Charter.
- The Foundation's Board may form reserves within the framework of the provisions of the Fiscal Code governing charitable organizations. It may allocate free reserves (§58 No. 7a of the German Fiscal Code (AO)) and contributions within the meaning of § 58 No. 11 of the German Fiscal Code (AO) to the Foundation's assets in order to maintain the Foundation's capital. Contributions by third parties that are intended to increase the Foundation's assets according to the will of the donor (donations) shall be added to the Foundation's assets, unless acceptance of the donation is declined.
- No one shall be favored by expenses that are unrelated to the mission of the Foundation or by disproportionately high remuneration.
§ 4 Fiscal year
The Foundation's fiscal year is the calendar year.
§ 5 Governance structure
- The governing bodies of the Foundation are
- the Foundation Board
- the Working Committee
- The members of the Foundation Board who are not also members of the Working Committee serve on an honorary basis. They may receive an appropriate annual lump-sum expense allowance determined by the Foundation's Board.
- The members of the Working Committee may receive appropriate remuneration, which shall be determined by the Foundation's Board, taking into account its use in the Foundation's work.
- The members of the Foundation's Board may be reimbursed for necessary and reasonable expenses incurred by their work for the Foundation. Expenses may also be reimbursed as a lump sum.
- Otherwise, no pecuniary benefits may be granted to the members of the Foundation bodies.
§ 6 Composition of the members of the Foundation's Board
- The Foundation Board comprises 15 to 19 members. It constitutes itself by secret ballot.
- The members of the Foundation Board are elected for three calendar years. Re-election is possible. If a member resigns early, a by-election may initially only be held for the remainder of the term of office.
- Any capable and respected citizen of Lübeck can be elected and re-elected. Social status and family relationships may not be deciding factors.
- Anyone who has reached the age of 72 shall resign from the Foundation and its bodies by 31st December of the year in which he reaches the age of 72.
Descendants of the father and the adoptive daughter of the founder may be members of the Foundation's Board, regardless of their age. In place of relatives of the company founder and founder’s family leaving the Foundation, to the extent possible relatives from the same group should be elected to the Foundation Board.
- A member of the Foundation Board may only be voted out for good cause. A majority of two-thirds of the votes of all members is required to be voted out.
- The Foundation Board elects the Chairman and Deputy Chairman for a term of three years, but not longer than the period during which they are members of the Foundation Board. Re-election is permitted. However, the Chairman may only be re-elected twice, not taking into account any by-election for the remainder of the term of office of his predecessor.
If the Chairman or Deputy Chairman resigns during their term of office, a successor shall initially be elected only for the remainder of the term of office.
- The details of the election process shall be governed by election regulations adopted separately by the Foundation Board.
§ 7 Tasks of the Foundation Board
- The Foundation's Board conducts the Foundation's business, to the extent that it is not transferred to the Working Committee.
- The Foundation Board represents the Foundation in and out of court. It exercises the rights and duties of the Foundation as the sole shareholder of the firm L. Possehl & Co. mbH. It acts through its Chairman and Deputy Chairman. If either of them is prevented from doing so, any member of the Working Committee may take his place.
§ 8 Convening, quorum and resolutions of the Foundation's Board
- The Chairman, in the event of his being prevented from doing so his Deputy, convenes the meetings as a rule once a month or more if required. In addition, the Foundation's Board shall be convened if three members so request in writing, stating the agenda.
- The Foundation Board must be invited in writing with a notice period of one week, stating the agenda.
- The Foundation Board has a quorum if at least half of the members are present. In a second meeting to be convened with the same agenda, the Foundation Board shall have a quorum regardless of the number of persons present. The new meeting must take place no later than two weeks following the first meeting.
- Unless otherwise provided in this Charter, the Foundation's Board decides by a majority of the members present. In the event of a tie, the Chairman shall cast the deciding vote; in elections, however, the deciding vote shall be cast by lot.
- The Foundation Board may also adopt resolutions by written procedure if two thirds of the members have agreed to the written vote. The written procedure is not permitted for elections, voting out, resolutions on amendments to the Charter and on the dissolution of the Foundation.
- The resolutions shall be recorded in the minutes of the meeting. It shall be signed by the Chairman or Deputy Chairman and the secretary. The resolutions shall be collected and retained for the existence of the Foundation.
§ 9 Composition of the members of the Working Committee
- A Working Committee is formed from the members of the Foundation Board.
- the Chairman and Deputy Chairman, and
- at least three, at most five other members, who are elected by the Foundation Board for a term of three years.
The members referred to in (2) may be voted out of office by the Foundation Board before the end of their term of office for good cause by a two-thirds majority of all members. If a member referred to in (2) resigns early, a by-election may initially only be held for the remainder of the term of office.
§ 10 Tasks of the Working Committee
The Working Committee conducts the day-to-day business of the Foundation and is responsible for the tasks assigned to it by the Foundation Board. It shall prepare all matters to be submitted to the Foundation Board.
The Working Committee may independently decide on grants within the meaning of § 2 of the Charter up to an amount of 10,000.00 euros. The Foundation Board shall be notified of these applications in advance. In individual cases, the Chairman shall be authorized, together with the Deputy Chairman or another member of the Working Committee, to independently decide on grants within the meaning of § 2 of the Charter up to an amount of 1,000.00 euros.
§ 11 Convening, quorum and resolutions of the Working Committee
- The Working Committee shall be convened in writing by the Chairman of the Foundation Board or, in the event of his being prevented from doing so, by his representative, stating the agenda. The notice period is one week. It may be shortened with the consent of all members of the Working Committee. The Working Committee shall also be convened if at least two members so request. They shall notify the Chairman in writing of the issue to be discussed.
- The Working Committee shall constitute a quorum if half of its members are present. It decides by a majority of members present. In the event of a tie, the Chairman shall cast the deciding vote. The Working Committee may also adopt resolutions by written procedure if all members agreed to the written vote.
- Minutes shall be kept of the resolutions adopted. The minutes shall be signed by the Chairman or Deputy Chairman and the secretary. The resolutions shall be collected and retained for the existence of the Foundation.
§ 12 Amendments to the Charter
- Amendment of the Charter is permissible if a) the purpose of the Foundation and the structure of the Foundation are not changed or are changed only insignificantly or b) this is warranted due to a substantial change in the circumstances existing at the time of the creation of the Foundation or the last amendment of the Charter.
- The tax authority must be notified of any resolutions on amendments to the Charter concerning the tasks of the Foundation and the use of its assets before their coming into force. They require the approval of at least 3/4 of the members of the Foundation Board as well as the approval of the authority responsible for the supervision of the Foundation.
§ 13 Merger/Dissolution
- The Foundation may be merged with another Foundation to form a new Foundation, provided that the purpose of the Charter is not jeopardized by doing so.
- The Foundation may be dissolved if a) no services have been rendered for more than 10 years or b) the purpose of the Foundation cannot be fulfilled in the long term.
- In the cases of paragraphs 1 and 2, the approval of all members of the Foundation Board and the approval of the authority responsible for the supervision of the Foundation is required.
- If the Foundation is dissolved or annulled or if tax-privileged purposes cease to apply, the assets shall pass to the Hanseatic City of Lübeck, which shall use them directly and exclusively for charitable purposes within the meaning of § 2.
§ 14 Entry into force
This Charter shall enter into force on 7th November 2011.
In accordance with § 5 para. 1 sentence 1 in conjunction with para. 2 of the Foundation Act in the version published on 2nd March 2000 (GVOBl. Schl.-H. (Schleswig-Holstein’s Law and Ordinance Gazette) p. 208), as last amended by the Act of 15th June 2004 (GVOBl. Schl.-H. p. 153), responsibilities and department designations last replaced by ordinance of 8th September 2010 (GVOBl. Schl.-H. p. 575), the amendments to the Foundation Charter adopted by the Foundation Board of the "Possehl Foundation" on 26th August 2011 are hereby approved.
Kiel, 7th November 2011
Signed on behalf of the Ministry of the Interior of the State of Schleswig-Holstein by Ilona Rakow
IV 353 – 146.23 – 158.2