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Statute

Preamble 

The Frank Hirschvogel Foundation was set up by its founder in memory of his son who passed away in 2006. The founder is CEO and majority shareholder of the company Hirschvogel Umformtechnik GmbH, headquartered in Denklingen. This company was established by brothers Willy, Anton and Hans Hirschvogel in 1938 and grew over time to become a flourishing global company which now has almost 3,000 employees. In the interest of the employees, the founder and the other shareholders would like to preserve this company as a unified, medium-sized enterprise. They therefore intend to transfer company shares by way of donation to the Foundation. The proceeds flowing to the Foundation should be made available by it for science and research as well as education in the region surrounding the company headquarters. 


Article 1 
Name – Headquarters – Legal form 

1. The Foundation bears the name Frank Hirschvogel Foundation

2. The Foundation headquarters are in Denklingen. 

3. The Foundation is a public foundation with legal capacity under civil law. 


Article 2 
Purpose and tasks of the Foundation 

1. The Foundation exclusively and directly pursues charitable ends within the meaning of the “tax-privileged purposes” section of the German Fiscal Code (AO). The Foundation does not act to make a profit and does not primarily pursue its own financial goals. 

2. The Foundation mission is to fund science and research, particularly in the area of environmental protection – and here, above all, in the protection of air and water as the vital elements of life – as well as in areas dealing with the fundamental technological, economic, social and educational problems of industrial society. Besides this, the Foundation funds the education and training of gifted young people, primarily from the region surrounding Denklingen. 

3. The Foundation pursues its goals particularly by 

a) financially supporting research work, 

b) funding symposia, visiting professorships and other measures, primarily in cooperation with scientific institutions, 

c) awarding outstanding performance, 

d) awarding scholarships 

e) granting financial contributions for education and training in Germany and abroad, 

f) contributing financial means and other support to educational institutions, primarily in the region surrounding Denklingen. 

g) raising funds in line with § 58 (1) of the German Fiscal Code (AO) for fulfilling the purposes defined in para. 2 through another tax-privileged body or other public corporation, insofar as the Foundation does not fulfil its purposes directly itself or through an auxiliary person in the sense of § 57 (1) sentence 2 of the German Fiscal Code (AO). 


4. The Foundation can support other causes recognized as non-profit by the German Fiscal Code (AO) by passing on some of its funds to institutions in the sense of § 58 clause 2 of the German Fiscal Code (AO) in those regions in which the main German plants of Hirschvogel Umformtechnik GmbH are located – currently, these are Denklingen, Schongau and Marksuhl. 

 

Article 3
The Foundation’s assets 

1. The initial assets of the Foundation amount to €100,000.00 (in words: one hundred thousand euros). The Foundation's assets may be increased by donations of the founder or from third parties, in particular through granting participatory rights to the company Hirschvogel Umformtechnik GmbH in Denklingen. 

2. The Foundation's assets shall be maintained undiminished on a permanent basis. The previous provision does not prevent reallocation of the Foundation's assets, in particular the selling of participation rights from the Foundation's assets; this requires a decision pursuant to Article 9 clause 2. When reallocating the profits incurred from the basic assets, these may be used promptly after compensating for reallocation losses both for accrual to the Foundation's assets as well as for fulfilling the Foundation mission. 

 

Article 4
Using the earnings of the Foundation 

1. The earnings of the Foundation's assets may only be used for achieving the Foundation mission as well as for defraying the administration costs of the Foundation. Within the framework of tax regulations, in particular § 58 No. 6 and § 58 No. 7 (a) and (b) of the German Fiscal Code (AO), the Foundation is permitted to collect funds for setting up reserves and for adding to the Foundation's assets according to § 58 No. 12 of the German Fiscal Code (AO). 


2. Foundation funds may only be used for statutory purposes. The Foundation is not permitted to favor any natural or legal person through disbursements for causes that are not related to the Foundation mission, or through unreasonably high aid, allowances or payments. 


3. A legal claim to allowances from the Foundation's assets does not exist. 

 

Article 5
Organs of the Foundation 

1. The organs of the Foundation are the Executive Board and the Board of Trustees. 

2. The Board of Trustees can define appropriate remuneration for the members of the Executive Board. The members of the Board of Trustees carry out their duties on a voluntary basis; they are entitled to the reimbursement of their necessary and reasonable expenses; besides this, attendance money may be paid. 

 

Article 6 
Executive Board 

1. The Executive Board comprises 2 to 3 people. Its members are appointed by the Board of Trustees for a period of 4 years. Reappointment is permissible. Upon expiration of the term of office, the members of the Executive Board continue business until new appointments have been made. Members of the Board of Trustees cannot belong to the Executive Board. 


2. The Board of Trustees can remove members of the Executive Board from office prior to expiration of their term of office for good cause. 


3. If a member of the Executive Board withdraws from office prior to expiration of its term, a successor is elected for the remaining term of office. 


4. The Board of Trustees appoints the Chairman and Vice Chairman of the Executive Board. 


5. The Executive Board manages the Foundation. In particular it carries out the following tasks: 

a) Managing the Foundation's assets, 

b) Awarding proceeds of the Foundation's assets according to the decisions of the Board of Trustees pursuant to Article 8 (1) (d), 

c) Bookkeeping relating to the Foundation's assets and modifications of these assets as well as to the revenues and expenditures of the Foundation, 

d) Submission of an annual report with a balance sheet and a report on the fulfillment of the Foundation mission to the Board of Trustees within 3 months after the end of the calendar year. The Board of Trustees can arrange for an audit of the annual financial statement to be carried out by an external auditor which the Board of Trustees can appoint, 

e) Providing notification of any change in the composition of the Executive Board to the regulatory authority. 


6. The Executive Board can employ auxiliary personnel for daily operations, insofar as the financial resources of the Foundation permit this. Members of the Executive Board and the Board of Trustees cannot be employees of the Foundation. 


7. The Executive Board represents the Foundation judicially and extra-judicially with at least 2 of its members. The Board of Trustees may grant sole power of representation to individual Executive Board members. 


8. Legal transactions which involve obligations on the part of the Foundation of more than €100,000.00 on a case-by-case basis require the consent of the Board of Trustees. The Board of Trustees may issue rules of procedure for the collaboration between the Executive Board and the Board of Trustees. 


9. The Executive Board makes its decisions in meetings with the simple majority of the members present. In the case of a tie, the vote of the Chairman or – in the event of his absence – the vote of the Vice Chairman is decisive. A meeting of the Executive Board is convened by the Chairman as needed, and at least once a year. When convening a meeting, the Chairman provides information on the agenda and gives one week's notice. The Executive Board has a quorum if all members have been properly invited and if at least half of the members are present. Errors in the invitation to a meeting are regarded as eliminated if all relevant members are present and no member raises an objection. Minutes must be generated to record the results of each meeting. The minutes must be signed by the Chairman and brought to the attention of all Executive Board members. The members of the Board of Trustees have the right to receive copies of the minutes. In the case of decisions taken in writing by circular resolution, the agreement of all members of the Executive Board is required. 

 

Article 7
Board of Trustees 

1. The Board of Trustees comprises a minimum of 3 and a maximum of 7 people. The members of the first Board of Trustees arise from the act of formation. 

2. The founder belongs to the Board of Trustees for life, unless he voluntarily resigns his membership. As long as the founder belongs to the Board of Trustees, he appoints and recalls the other members. 

3. Following resignation of the founder from the Board of Trustees, the remaining members fill any vacancies in the Board of Trustees by electing new members for a 5-year term; this term of office also applies in the event that a member is reappointed following expiry of his previous term. The Board of Trustees should always be assembled by taking the following aspects into account: 

a) A member from among the descendants of the founding shareholder Hirschvogel, who has an affinity with the company founders and the Foundation mission defined in the Statute, 

b) Two people from the scientific areas which are given special mention in the Foundation mission, 

c) A person with experience in foundation topics, in particular tax issues, 

d) A person with experience in the area of asset management and investments. The Board of Trustees should at all times guarantee that the Foundation is fulfilling its tasks to the best of its ability. The members of the Board of Trustees should thus have considerable professional expertise, personal integrity and social standing. The Board of Trustees should consult the relevant institutions, such as universities, research communities and donors’ associations, etc., within the framework of the co-options incumbent upon it. 

4. The Board of Trustees has a Chairman and a Vice Chairman; these are elected from among the members of the Board of Trustees for the duration of their term of office. Reappointment is permissible. 

5. With the exception of the founder, a member of the Board of Trustees withdraws from office upon reaching the age of 75; a membership that goes beyond this is only permissible if all other members of the Board of Trustees unanimously agree to this for the remaining term of office and for a maximum of one subsequent term of office. 

 

Article 8
Tasks of the Board of Trustees 

1. The Board of Trustees has the following tasks: 

a) Appointment and recall of the Executive Board members, 

b) Advising the Executive Board, 

c) Involvement in legal transactions in accordance with Article 6 (8), 

d) Passing resolutions on the allocation of the Foundation’s funds, 

e) Issuing guidelines for the remuneration of the members of the Executive Board and the Board of Trustees, 

f) Stipulating the annual auditor and approval of the annual accounts, insofar as the Board of Trustees calls for an assessment. 

g) Changes to the Statute, including changes and additions to the Foundation mission, 

2. The Board of Trustees makes its decisions in meetings with a 2/3 majority of the members present. In the case of a tie, the vote of the Chairman or – in the event of his absence – the vote of the Vice Chairman is decisive. A meeting of the Board of Trustees is convened by the Chairman as needed, and at least once a year. When convening a meeting, the Chairman provides information on the agenda and gives one week's notice. The Board of Trustees has a quorum if all members have been properly invited and if at least half of the members are present. Errors in the invitation to a meeting are regarded as eliminated if all relevant members are present and no member raises an objection. Minutes must be generated to record the results of each meeting. The minutes must be signed by the Chairman and brought to the attention of all members of the Board of Trustees. In the case of decisions taken in writing by circular resolution, the agreement of all members of the Board of Trustees is required. 

3. The Board of Trustees can form additional committees to support it as well as to support the Executive Board. These committees play an advisory role with respect to carrying out the Foundation mission and to managing the Foundation’s assets, insofar as the Foundation’s funds allow this. 

 

Article 9 
Statute amendment – merger – dissolution of the Foundation 

1. The Board of Trustees can decide to amend the Statute, including the Foundation mission. In so far as the founder is a member of the Board of Trustees, he can make such a decision even without a substantial change to the circumstances. The decision requires the agreement of 4/5 of the members of the Board of Trustees and becomes effective following approval by the regulatory authority of the Foundation. The new or modified Foundation mission must likewise be tax-privileged. A change to the name of the Foundation is not permissible during its existence. 

2. If the fulfilment of the Foundation mission becomes impossible or no longer seems meaningful in view of a considerable change to the circumstances, and if a modification of the Foundation mission is out of the question, the Board of Trustees – with a majority of 4/5 of its members – can apply to the regulatory authority of the Foundation for dissolution or for a merger with one or more other tax-privileged foundations. The foundation generated by means of the merger must likewise be tax-privileged. 

3. Changes to the Statute which may impair the tax privilege of the Foundation should only be agreed upon after the relevant tax office has confirmed that these changes are unobjectionable from a tax standpoint. 

 

Article 10
Devolution of the Foundation's assets, 

Upon dissolution of the Foundation, its assets will pass to the Donors' Association for the Promotion of Humanities and Sciences in Germany (Stifterverband für die Deutsche Wissenschaft) or to a non-profit institution chosen by it, unless a resolution has been made according to Article 9 (2) which appoints another authorized body for passing the assets to. Where necessary, this is subject to the approval of the tax authority. 

 

Article 11
Regulatory authority of the Foundation 

1. The Foundation is regulated by the government of Upper Bavaria. 

2. The regulatory authority of the Foundation must be informed immediately of any changes to the address, power of representation and the structure of the Foundation’s bodies. 

 

Article 12 
Inception 

The Statute enters into force with recognition of the Foundation by the government of Upper Bavaria.