Charter

Preamble

Kreisau is a place of dialogue. It is here that brave people developed concepts of a democratic Europe in resistance to Nazism. Today in Kreisau the European youth discusses contemporary issues.

Krzyżowa - the New Kreisau - stands for a new beginning of the Polish-German relations. It allows to forge a bond between the two countries as well as between the East and the West. The tradition of resistance to the dictatorships of the 20th century serves as the basis for overcoming boundaries between generations, religions and nations.

The Freya von Moltke Foundation for the New Kreisau wishes to support the work of Kreisau, to secure the maintenance of the meeting centre and to raise public interest of this place in Germany. Kreisau needs support from Germany - out of a sense of duty towards the legacy of the resistance movement and responsibility for the future of Europe.

§ 1 Name, Seat, and Legal Form

(1) The name of the Foundation shall be Freya von Moltke-Stiftung für das Neue Kreisau, hereafter referred to as 'the Foundation'.

(2) The Foundation shall be a private law foundation with legal capacity and shall have its seat in Berlin.

§ 2 Purpose of the Foundation

(1) The Foundation supports activities which aim at a peaceful and mutually respectful coexistence of nations, social groups, and individuals. Thereby the Foundation passes on and brings up to date the body of thought of the Kreisau Circle. The Foundation thus serves the promotion of an international attitude, tolerance within all fields of culture, and the idea of understanding between nations.

(2) The Foundation fulfils its goals according to the means at its disposal to be procured under § 58 No. 1 of the Tax Code of the Federal Republic of Germany (Abgabenordnung), especially through the following activities in the following order:

  • Processing materials concerning historical and political reappraisal and coming to terms with the past, including the dictatorships of the 20th century as well as resistance to it, especially in Germany and Poland, as well as financial support of such projects;
  • Co-operation with the Krzyzowa Foundation for Mutual Understanding in Europe with the seat in Krzyzowa, Poland, as long as it conforms to the aims stated herein;
  • Conducting public relations and networking measures between all persons and institutions expressing interest in a lively meeting place Kreisau;
  • Implementation of measures aimed at maintenance of the buildings held in possession by the Krzyzowa Foundation for Mutual Understanding in Europe with the seat in Krzyzowa, Poland.
  • Supporting Polish-German meetings, international meetings, workshops, and seminars aimed at fostering friendly neighbourly relations and mutual understanding of nations, especially youth meetings;
  • Organising events and seminars aimed at dissemination of the ideas of the Kreisau Circle and their meaning in the Europe of today, as well as financial support of such projects;
  • Supporting endeavours aimed at strengthening the public spirit, political, social and ecological responsibility as well as a respectful coexistence of individuals and nations;
  • Awarding scholarships, as long as they remain in accordance with the stated purpose.

§ 3 Charitability

(1) The Foundation shall pursue exclusively and directly charitable purposes within the meaning of the section "Tax-privileged Purposes" of the Tax Code of the Federal Republic of Germany (Abgabenordnung).

(2) The Foundation shall operate in a selfless manner. It shall not primarily pursue its own economic purposes.

(3) No person may benefit from expenses outside of the purpose of the Foundation or from an incommensurately high remuneration.

§ 4 Foundation Assets and Management

(1) The assets of the Foundation amounting to EUR 123,910.00 and USD 7,400.00 result from the foundation deed. They shall be invested in a profitable and sustainable manner and the existing amount shall be kept undiminished. Restructuring the assets is permissible. In order to fulfil its purpose, the Foundation shall use only the proceeds derived from its assets, as well as donations, provided that they are not intended as supplementary endowments. Donations without an intended purpose resulting from a testamentary disposition shall accrue to the assets of the Foundation. The same applies to donations without an intended purpose resulting from a call for donations provided that it is clear that it is called for increases of the Foundation's capital stock.

(2) Upon agreement with the donor supplementary endowments may be linked with one of the aims or single goals pursuant to § 2, paragraph 2 herein and be associated by name.

(3) The purpose of donations not being supplementary endowments to the Foundation's capital (hereafter referred to as 'ordinary donations') shall be determined by the donor. Should the purpose not be determined, the Board of Trustees is entitled to use such a donation at its discretion for statutory expenses.

(4) In order to maintain the economic potential of its means, the Foundation may create uncommitted reserves in an amount permissible by the Tax Code of the Federal Republic of Germany. These reserves may be transferred to the assets of the Foundation in the year following their creation at the earliest. The Foundation is entitled, if need be, to create committed reserves as provided by the Tax Code of the Federal Republic of Germany.

(5) Any beneficiary of the Foundation's means shall be obligated to answer for the use of such allocations to the Board of Trustees.

§ 5 Governing Body

(1) The governing body of the Foundation shall be known as the Board of Trustees.

(2) The members of the Board of Trustees shall work in a voluntary capacity. They shall be entitled to reimbursement for their expenses.

§ 6 The Board of Trustees

(1) The Board of Trustees, hereafter 'Board', consists of at least three and at most seven members.

(2) Dr Freya von Molkte, after whom the Foundation shall be named, shall be an honorary member of the Board for life (without voting rights). The son of Freya von Moltke, Helmuth Caspar von Moltke, shall be an automatic member of the Board. He shall appoint his successor from among the descendants of Dr Freya von Moltke and their spouses on the day of assumption of office at the latest, which applies to every successor. Should no relative be ready to assume the office, the Board shall fill the vacancy by co-optation. A second automatic member of the Board shall be the chairperson of the Kreisau-Initiative Berlin e.V. Should the Kreisau-Initiative Berlin e.V. be dissolved, a second automatic member of the Board shall be appointed by the legal successor of the organisation. Should there be no legal successor, the vacancy shall be filled by co-optation. Every automatic member may appoint a representative who shall take over his or her office on the Board, with the reservation that such representatives may be dismissed at any time.

(3) The automatic members of the Board, or their representatives, shall appoint further members unanimously. The term of office of such members of the Board shall be four years. Re-appointment and dismissal are permissible.

(4) The Board shall elect a chairperson and a deputy chairperson from among its members. The Board members should have exceptional professional expertise and experience with regard to fulfilment of tasks by the Foundation. One of the Board members should be an expert in the field of finance and economics.

(5) Should the Board be composed of only three members, the Board shall fill any ensuing vacancies by co-optation without undue delay. Until assumption of office by the successor(s) the remaining Board members shall continue to fulfil administrative tasks that cannot be postponed.

§ 7 Duties of the Board of Trustees

(1) The Board shall decide on any and all fundamental issues according to this Charter on its own responsibility and assume the day-to-day management of the Foundation. The Board shall be the legal representative of the Foundation and represent it in and out of court. The chairperson and his or her deputy are authorised to solely represent the Foundation. In internal relations the deputy chairperson shall act in the chairperson's stead solely should the chairperson be prevented from doing so.

(2) The Boards of Trustees shall adhere to and fulfil the will of the founders pursuant to the Endowments and Foundation Act, and this Charter. Its duties comprise especially the following:

  • Administration of the Foundation's assets,
  • Use of the Foundation's assets,
  • Setting the budget, annual financial statement, and activity report.

(3) In order to prepare its resolutions, perform its duties and especially assume the day-to-day management the Board may employ an executive director and call experts. The Board may give its authorisation for these certain activities.

§ 8 Resolutions of the Board of Trustees

(1) As a rule, the Board shall adopt resolutions during the course of meetings. Whenever necessary, but at least once a year, a meeting of the Board shall be convened by the chairperson, stating the agenda and observing a time limit of two weeks. Further, sessions are to be convened if three members of the Board should request this.

(2) The Board shall constitute a quorum if the meeting was convened in due time and form, and at least three of the members, including the chairperson or the deputy chairperson, are present. The restrictions of the invitation procedure may be disregarded should no member object.

(3) Resolutions of the Board shall be adopted by a simple majority of the members present at the meeting, unless stipulated otherwise herein. In the event of an equality of votes, the chairperson shall have the casting vote.

(4) A record of the minutes from the meetings of the Board of Trustees shall be drawn up and be signed by both the chairperson of the meeting and the secretary. They shall be brought to the knowledge of all members of the Board.

(5) Should no Board member object, resolutions may be adopted by written ballot or by e-mail. The chairperson or the deputy chairperson calls upon all members to vote by written ballot. A written ballot shall require participation of at least three Board members. Resolutions shall be adopted by a simple majority of the members present at the meeting. In the event of of an equality of votes, the chairperson shall have the casting vote. A written ballot shall have a two-week deadline after issuing the voting call. Votes cast after the deadline shall not be taken into consideration and be regarded as abstentions.

§ 9 Fiscal Year and Management of the Foundation

(1) The accounting year shall be the calendar year.

(2) The Foundation shall be obligated to keep a record of its assets as well as of its receipts and expenses, to prepare a budget plan prior to the commencement of each fiscal year and an annual statement of accounts after termination of each fiscal year.

(3) The Board shall examine the records and approve (of) them in form of a resolution pursuant to paragraph 2 of this section.

§ 10 The Advisory Board

(1) Personalities who have rendered particularly outstanding services to the Foundation or to the aims stated in the Preamble, and are spiritually close to the Foundation or its aims, may be appointed as Advisory Board members by the Board of Trustees. The Advisory Board shall have up to twenty members. The Advisory Board shall have a chairperson appointed by the Board of Trustees and who may at the same time be a member of the Board of Trustees.

(2) The Advisory Board shall advise the Board of Trustees.

(3) The chairpersons of the Advisory Board and the Board of Trustees may convene joint meetings of the two bodies.

§ 11 Amendments to the Charter

(1) The Board may adopt amendments to the Charter, as long as they do not violate the purpose of the Foundation and do not substantially change the original form of the Foundation, or if the amendment should have the potential to ease the means of fulfilling the purpose of the Foundation.

(2) Resolutions on amendments to the Charter shall be adopted solely at meetings of the Board of Trustees. Such a resolution shall require unanimity among the Board members.

(3) Resolutions on amendments to the Charter shall require consent of the supervisory authority. Amendments concerning fiscal aspects shall require consent of the revenue office (Finanzamt für Körperschaften I).

§ 12 Extension of Purpose, Amendments of Purpose, Merger and Dissolution

(1) The Board may give the Foundation a further purpose related to the original purpose and as long as a sustainable fulfilment of the original purpose appears to be secured, and if the proceeds derived from the assets of the Foundation are being used for fulfilment of the purpose of the Foundation only partially.

(2) The Board may resolve to amend the purpose of the Foundation, merge the Foundation with another foundation, or dissolve the Foundation should the purpose of the Foundation be rendered impossible to fulfil, or should the circumstances change in such a way that a sustainable fulfilment of the purpose ceases to seem reasonable (or possible). Resolutions may not impair tax privileges of the Foundation.

(3) Resolutions concerning extensions of purpose, amendments of purpose, mergers, or dissolution shall be adopted only at meetings of the Board. A resolution on amendments shall require unanimity among the Board members.

(4) Resolutions concerning extensions of purpose, amendments of purpose, mergers, or dissolution shall take effect only after consent of the supervisory authority. Consent of the appropriate revenue office shall also be obtained beforehand.

§ 13 Distribution of Assets

In the event of dissolution of the Foundation the remaining assets less any and all liabilities shall fall to the Kreisau-Initiative Berlin e.V., on condition that they will be used directly and exclusively for charitable purposes which come closest to the purpose of the Foundation.

§ 14 Supervision of the Foundation

(1) The Foundation shall be subject to state supervision of Berlin pursuant to the provisions of the Berlin Foundation Law.

(2) Pursuant to § 8 of the Berlin Foundation Law (§ 8 StiftG Bln), Board members shall be obligated to:

  • Inform the supervisory authority about the composition of each newly elected Board, including the division of roles within the Board and documentation thereof (election minutes, certificates of appointment, declarations of assumption or resignation, or further evidence), the address of the Foundation, and residential addresses of the Board members;
  • Submit to the supervisory authority the annual report adopted pursuant to § 9, paragraph 3; this shall be effected within four months after termination of the fiscal year; an appropriate resolution of the Board is to be enclosed.

(3) Resolutions concerning amendments to the Charter, dissolution of the Foundation, or a merger with another foun-dation shall require consent of the supervisory authority. Such consent shall be applied for to the supervisory authority by authorised Board members as stipulated in § 7, paragraph 1.

§ 15 Effective Date

This Charter shall take effect on the day of receipt of the confirmation of registration of the Foundation.

(Berlin, this Fifteenth Day of December 2004, signed by dr Matthias von Hülsen, authorised representative of the Foundation)


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