Charter "Patton Stiftung: Sustainable Trust"
Preamble
History is written and defined by those in power, reflecting interests that are not necessarily consistent with the general public. That stands in contrast to the fates of individuals, personal circumstances, and family relationships, which represent another reality.
Name, Form of Organization, Registered Office
The Foundation shall bear the name:
Patton Stiftung : Sustainable Trust
It shall be a foundation with legal capacity, incorporated under civil law.
The registered office of the Foundation shall be located in Saarbrücken.
Purpose of the Foundation, Nonprofit
The purpose of the Foundation shall be to promote individual, personal relationships between people and groups of different cultural backgrounds within the framework of globalization in general. The focus shall be on international cultural exchange, in particular in the fields of art, philosophy/theology, science. The Foundation purpose shall be implemented in particular through:
promotion and execution of events such as exhibitions, concerts, theater productions;
financial support of artists and projects; establishment of a permanent forum for meetings, in particular among children of different heritages, to promote intercultural peace and harmony. The Foundation may never be instrumentalized for political purposes. The Foundation shall not be obligated to promote the aforementioned purposes simultaneously or to the same extent. The Foundation shall pursue exclusively and directly nonprofit (charitable) purposes within the meaning of the Section "Tax-Privileged Purposes" of the German tax code. The Foundation shall act in an altruistic fashion; it shall not primarily pursue economic purposes for its own gain. Foundation funds may be used only for the purposes stated in this Charter. No one shall benefit through expenditures unrelated to the purposes of the Foundation or through disproportionately high remuneration. There shall be no legal claim to the granting of Foundation services.
Foundation Endowment
At the time of its establishment, the Foundation endowment shall consist of: EUR 50,000.00 (in words: fifty thousand euros) cash.
Shifting of the Foundation endowment funds shall be permissible.
The Foundation shall serve its purpose from the investment income of the Foundation endowment and from contributions by third parties, unless they are earmarked to increase the endowment (additional endowment funds). The Foundation is entitled to accept additional endowment funds. Reserves may be built up to the extent permitted by the provisions of the tax laws governing nonprofits. The Officers may add voluntary reserves to the endowment fund.
Administrative Bodies of the Foundation
The administrative bodies of the Foundation are
the Officers and the Trustees.
Number of Officers, their Appointment, Term of Office, and Removal
The Foundation Officers shall consist of a minimum of one and a maximum of three persons. During the lifetime of the Donor, the Officers shall be appointed and removed by the Donor. The Donor shall have the right during his lifetime to serve as chairman. After the death of the Donor, the Officers shall be elected by the Trustees and consist of three persons. They shall be appointed for a period of three years and may be reelected. Upon completion of their terms of office, the incumbent Officers shall continue to conduct business until new officers are elected. Officers must retire at the age of 70 years; this provision shall not apply to the Donor. The Officers may be removed prior to completion of their terms by the Donor, or, after his death, by the Trustees, only for cause. The rights of the Foundation oversight shall remain unaffected hereby.
Should an officer step down from office prior to completion of his term, the Donor shall appoint, or, after his death, the Trustees shall elect, a replacement officer for the remainder of the term. The retiring officer shall remain in office until a replacement assumes office.
The Officers shall select a chairman and deputy chairman from amongst each other for the duration of that officer's term of office.
The Officers shall serve the Foundation on an honorary basis. They may be reimbursed for the necessary expenditures arising from their service to the Foundation.
Duties of the Officers
The Officers are to ensure that the purpose of the Foundation is served on a permanent and lasting basis and shall conduct the business of the Foundation. At the beginning of each fiscal year, the Officers shall prepare a budget. At least two of the Officers shall represent the Foundation in and out of court. One of these officers must be the chairman or the deputy chairman. If only one officer is appointed, he alone shall represent the Foundation.
The Officers must prepare an annual balance sheet at the end of each fiscal year.
Convening of the Officers, Quorum, and Voting
The chairman – or, should he prevented, the deputy chairman – shall call the Officers to convene at least twice in a calendar year. The notice shall be made in writing at least two weeks prior to the appointed date and state the individual agenda items. The Officers shall also be called to convene at the request of another officer, who must cite the reason for the meeting. A quorum is present when more than half of the Officers are in attendance.
Unless otherwise provided by the Charter, decisions of the Officers shall be made by majority vote. The Officers may also take a written vote if all the Officers have consented in writing to this procedure.
A written record of the decisions taken by the Officers at the meetings is to be prepared. It is to be signed by the chairman and another officer. All decisions of the Officers are to be collected and retained as long as the Foundation is in existence.
Number of Trustees, their Appointment, Term of Office, and Removal
The Trustees shall consist of a minimum of one and a maximum of three persons. They may not simultaneously serve as Officers. During the lifetime of the Donor, the Trustees shall be appointed and removed by the Donor. They may be appointed for a period of three years. After the death of the Donor, there must be three Trustees. The Trustees may be removed prior to completion of their terms of office only for cause.
The Trustees shall select a chairman and a deputy chairman from amongst each other for a term of two years. Their reelection shall be permissible. The chairman and deputy chairman shall remain in office also after completion of their term until their positions are filled again.
If a trustee steps down, the Trustees shall select, or the Donor shall appoint, a new trustee. The Trustees stepping down shall remain in office until a new trustee is selected or appointed. After the death of the Donor, one trustee may be a member of the Benedictine order Abbey of Regina Laudis O.S.B, but another trustee must be a member of the Donor's family, to the extent an appropriate person is available. This shall not thus constitute a legal right of the Donor's family to consideration.
The Trustees shall serve the Foundation on an honorary basis. They may be reimbursed for the necessary expenditures arising from their service to the Foundation.
The Trustees shall adopt rules of procedure, which may govern the Trustees' representation vis-à-vis the Officers.
Duties of the Trustees
The Trustees are to oversee the management by the Officers and in particular to ensure that the Officers serve the purpose of the Foundation on a permanent and lasting basis.
The Trustees furthermore shall be responsible for
approval of the budget;
issuance of guidelines on how to serve the Foundation purpose;
selection and appointment of the Officers;
monitoring of the budget and business management;
statement of the annual balance sheet;
selection of an auditor, to the extent the Trustees deem an annual audit necessary or expedient.
Further rights of the Trustees under other provisions of this Charter shall remain unaffected hereby.
The Trustees are authorized to release the Officers as a whole or individually from the restrictions of § 181 of the German Civil Code.
Convening of the Trustees, Quorum, and Voting
The chairman – or, should he be prevented, the deputy chairman – shall call the Trustees to convene at least once in a calendar year. The notice shall be made in writing at least two weeks prior to the appointed date and state the individual agenda items. The Trustees shall also be called to convene at the request of two other trustees, who must cite the reason for the meeting.
A quorum is present when more than half of the Trustees are in attendance. The Trustees do not necessarily need to be present at the meeting in order to vote; they may also vote by phone, email, fax, or mail.
Unless otherwise provided by the Charter, decisions of the Trustees shall be made by majority vote. The Trustees may also take a written vote if all the Trustees have consented in writing to this procedure.
A written record of the decisions taken by the Trustees at the meetings is to be prepared. It is to be signed by the chairman and another trustee. All decisions of the Trustees are to be collected and retained as long as the Foundation is in existence.
Amendments to the Charter, Changes in Purpose, Dissolution
Amendments to the Charter that do not affect the purpose of the Foundation are permissible if they are necessary, serve the purpose of the Foundation on a lasting basis, and reflect the will of the Donor. Such amendments shall require a two-thirds majority vote by the Officers and the Trustees. The requirement of government approval shall remain unaffected hereby.
The purpose of the Foundation may be changed or the Foundation may be dissolved, merged with, or folded into another foundation only if it has become impossible, or is no longer practical in light of major changes in circumstances, to serve the purpose of the Foundation. These actions shall require the consent of three-fourths of the Officers and three-fourths of the Trustees. The requirement of government approval shall remain unaffected hereby.
Fiscal Year
The fiscal year of the Foundation shall be the calendar year.
Accession to the Endowment
If the Foundation is dissolved or if its tax-privileged purposes cease to be served, its endowment funds are to be used for tax-privileged purposes within the meaning of § 2 of this Charter or for a purpose very closely related hereto. Decisions on the future use of the endowment funds shall require a two-thirds majority vote by both the Officers and the Trustees and may be implemented only upon consent of the tax authorities.
Foundation Oversight
The Foundation shall be subject to oversight in accordance with the Foundation Law of the German state of Saarland.