FOUNDATIONSTATUTE

Statute of the legal foundation under private law

ProKids

preamble

The central concern of the donors is the support of socially disadvantaged children.

§ 1 Name, legal form, registered office and financial year

(1) The foundation bears the name "ProKids Foundation"

(2) It is a foundation with legal capacity under civil law.

(3) Its registered office is in Villingen-Schwenningen.

(4) The Foundation's financial year is the calendar year.

§ 2 Purpose of the Foundation

(1) The ProKids Foundation pursues the promotion of child and youth welfare and the promotion of charitable purposes. Within this framework, the foundation aims to promote the general well-being of children of all social classes, especially children from socially disadvantaged families. The ProKids Foundation wants to contribute to educating them into healthy, humanly stable, well-qualified adults who will carry out tasks corresponding to their individual talents for the benefit of the human community.

(2) The purpose of the foundation is realized in particular by

• Financial, social and health support for children and young people and their families
• intellectual and human advancement of children and young people
• Promotion of schools and childcare facilities in non-material, personal or financial terms
• Promotion of youth welfare
• Promote the prevention of violence against children
• general educational work on the situation of children in society

With its own programs or specially funded projects, the ProKids Foundation wants to initiate developments and bring about changes. Depending on the topic and the associated strategic orientation, the ProKids Foundation decides whether the program will be implemented "operatively", ie as an in-house project, and/or whether partners will be consulted who will supplement the program with their expertise and experience.

§ 3 Non-profit status

(1) The foundation exclusively and directly pursues charitable and charitable purposes within the meaning of the "Tax-privileged purposes" section of the tax code.

(2) The foundation works selflessly. It does not primarily pursue its own economic purposes. The funds of the foundation may only be used for the statutory purposes.

(3) No person may benefit from expenses that are alien to the purpose of the foundation or from disproportionately high remuneration.

(4) The Foundation fulfills its tasks itself or through an auxiliary person within the meaning of § 57 Para. 1 Clause 2 AO, provided that it does not act by way of fundraising according to § 58 No. 1 AO. The foundation can maintain special-purpose operations to achieve the foundation's purpose.

§ 4 Foundation assets

(1) The assets of the foundation consist of a cash amount of EUR 50,000 when the foundation is set up.

(2) The foundation's assets are to be maintained permanently and undiminished and invested securely and profitably.

(3) Reallocations of assets are permitted. Reallocation profits may be used in whole or in part to fulfill the purpose of the foundation.

(4) The donations intended for this (endowments) accrue to the foundation's assets. The Foundation may accept such endowments. It may also allocate donations without a specific purpose due to a disposition mortis causa and free reserves within the meaning of § 58 No. 7a AO to the foundation's assets.

§ 5 Use of income from assets and grants

(1) The foundation fulfills its tasks from the income from the foundation's assets and from donations that are not expressly intended to strengthen the foundation's assets.

(2) The foundation can transfer all or part of its funds to a reserve, insofar as this is necessary in order to be able to fulfill its tax-privileged purposes in the long term and insofar as there are specific goals and timeframes for the use of the reserve.

(3) Within the framework of what is permitted under tax law, parts of the annual income can be allocated to a free reserve to maintain the value.

(4) A legal claim by third parties to the granting of support payments from the Foundation, which can be revoked at any time, does not exist on the basis of these statutes.

(5) Funds may only be used for statutory purposes. No person may benefit from expenses that are alien to the purpose of the foundation or from disproportionately high remuneration.

§ 6 Organs of the Foundation

(1) The organs of the foundation are the board of directors and the board of trustees.

(2) The members of the foundation bodies work on a voluntary basis. The Board of Trustees can resolve the reimbursement of necessary expenses. The Board of Trustees can decide on an appropriate lump sum for the time and work required by the members of the Executive Board, if the Foundation's ability to pay allows this.

(3) A member of a body cannot belong to another body at the same time.

(4) The liability of the board members towards the foundation is limited to intent and gross negligence.

§ 7 Board of Directors

(1) The board consists of up to 3 members.

(2) The Board of Directors is appointed by the Board of Trustees. The term of office for board members is four years. Reorders are allowed. The board of directors elects a chairman and a deputy chairman from among its members.

(3) The Executive Board should include persons who have special expertise and experience with regard to the fulfillment of the Foundation's tasks. One member should be an expert in financial and economic matters. Members of the Board of Trustees may not also be members of the Executive Board.

(4) The office of a board member ends after the end of the term of office. In these cases, the board member remains in office until a successor has been appointed. The office also ends by death and by resignation, which is permissible at any time. In these cases, the remaining board members form the board. Until the successor takes office, they alone continue to carry out the urgent tasks of ongoing foundation administration. A member of the Board of Directors who has resigned must be replaced immediately by the Board of Trustees. Appointed members of the Board of Directors can be dismissed by the Board of Trustees or the Board of Directors at any time for good cause. You must first be given the opportunity to comment.

§ 8 Tasks of the board

(1) The board of directors decides on all fundamental matters according to the statutes on its own responsibility and manages the day-to-day business of the foundation. He has the position of a legal representative and represents the foundation in and out of court. The members of the foundation's board of directors have sole power of representation. Internally, the chairman of the board of directors represents the foundation alone, and if he is unable to do so, the deputy chairman.

(2) Within the framework of the foundation law and these foundation statutes, the board of directors must fulfill the will of the founders as effectively as possible. His tasks are in particular:

• the management of the foundation's assets,
• the use of foundation funds,
• the preparation of a budget, the annual accounts and the activity report.

(3) To the In order to prepare its resolutions, to carry out its tasks and in particular to carry out current business, the Management Board can appoint a managing director and consult experts, insofar as this is permitted by the ability to perform and the scope of the business requires this.

§ 9 Resolutions of the Executive Board

(1) Resolutions of the Executive Board are usually passed at meetings. The board of directors is convened by the chairman or his deputy as required, but at least once a year, stating the agenda and observing a notice period of one week. Meetings are also to be convened if more than 2 members of the Executive Board request this. If all members of the Executive Board participate, resolutions can also be passed in writing.

(2) A board member can be represented at the meeting by another board member. No board member can represent more than one other board member.

(3) The executive board has a quorum if at least half of its members, including the chairman or his deputy, are present or represented after proper summons. Charge errors are considered cured when all members are present and no one objects.

(4) The Executive Board makes its decisions with a simple majority of the members present or taking part in the written vote, unless the statutes provide otherwise. In the event of a tie, the vote of the chairman or, alternatively, his deputy, is decisive.

(5) Minutes are to be taken of the meetings and signed by the chair of the meeting and the minute-taker. They are to be brought to the attention of all members of the Executive Board and the Chairman of the Board of Trustees.

(6) Rules of procedure to be issued by the foundation board may contain further regulations on the course of business of the board of directors and those legal transactions for which the board of directors requires the approval of the foundation board.

§ 10 Board of Trustees

(1) The Board of Trustees consists of 4 members. The members of the first foundation board are appointed by the founders.

(2) If a member of the Board of Trustees resigns, the Board of Trustees elects a successor at the suggestion of the Executive Board. The members of the Board of Trustees are appointed for life, up to a maximum of 90 years of age. The board of trustees elects a chairman and a deputy chairman from among its members.

(3) The Board of Trustees should include people who have special expertise and experience with regard to the fulfillment of the Foundation's tasks. One member should be an expert in financial and economic matters.

(4) The office of a member of the Board of Trustees ends upon reaching the age of 90. In these cases, the member of the foundation board remains in office until a successor has been appointed. The office also ends by death and by resignation, which is permissible at any time. In these cases, the remaining members of the Board of Trustees form the Board of Trustees. Until the successor takes office, they continue to carry out the tasks that cannot be postponed on their own. A member of the Board of Trustees who has resigned must be replaced immediately by the Board of Trustees through an election. A member of the Board of Trustees can be dismissed by the Board of Trustees at a joint meeting with the Executive Board at any time for important reasons. The resolution requires the majority of the members of the Board of Directors and the Board of Trustees. The member concerned is excluded from voting in this vote. He is to be given the opportunity to comment beforehand.

§ 11 Tasks and resolutions of the Board of Trustees

(1) The foundation council advises, supports and monitors the board of directors within the framework of the foundation law and these foundation statutes in order to fulfill the will of the founders as effectively as possible. His tasks are in particular:

• Recommendations for the management of the foundation's assets,
• recommendations for the use of foundation funds,
• Approval of the budget, the annual accounts and the activity report,
• discharge of the board,
• Appointment of members of the board of directors

(2) The Board of Trustees may call in experts to prepare its resolutions.

(3) The Board of Trustees should meet at least once a year for a regular meeting. An extraordinary meeting is to be convened if at least 3 members or the board of directors request it. The members of the board of directors, the managing director and experts can take part in the meetings of the foundation board in an advisory capacity.

(4) § 9 applies accordingly to the decision-making process of the foundation board.

§ 12 Amendment to the Articles of Association

(1) The organs of the foundation can decide on amendments to the statutes if they do not affect the purpose of the foundation and do not significantly change the original structure of the foundation or facilitate the fulfillment of the purpose of the foundation.

(2) Resolutions on changes to the articles of association can only be passed at joint meetings of the Board of Directors and the Board of Trustees. The change resolution requires a majority of two-thirds of all members of the Board of Directors and the Board of Trustees in total.

(3) Resolutions on changes to the articles of association require the approval of the foundation supervisory authority. They are to be reported to the responsible tax authority with a statement.

§ 13 Purpose extension, change of purpose, merger, dissolution

(1) The organs of the foundation can give the foundation an additional purpose that is related to the original purpose and the permanent and sustainable realization of which appears guaranteed without jeopardizing the original purpose if the assets or the income of the foundation are only partially used for the realization of the foundation purpose can be used.

(2) The organs of the foundation can decide to change the purpose of the foundation, to merge it with another foundation or to dissolve the foundation if the purpose of the foundation becomes impossible or the circumstances change in such a way that it is no longer possible to fulfill the purpose of the foundation on a permanent and sustainable basis . The resolutions must not affect the tax privileges of the foundation.

(3) Resolutions on expanding the purpose, changing the purpose, merging or dissolving can only be passed at joint meetings of the Board of Directors and the Board of Trustees. The change resolution requires a majority of three quarters of all members of the Board of Directors and the Board of Trustees together.

(4) Resolutions on the expansion of purpose, change of purpose, merger or dissolution only become effective after approval by the foundation supervisory authority. They are to be reported to the responsible tax authority with a statement.

Section 14 Contingency

If the corporation is dissolved or dissolved, or if tax-privileged purposes no longer apply, the corporation's assets pass to the Villingen-Schwenningen Community Foundation, which must use them directly and exclusively for charitable, charitable or church purposes.

§ 15 Foundation supervision

(1) The foundation is subject to state supervision in accordance with the foundation law applicable in the state of Baden-Württemberg.

(2) The supervisory authority for foundations is the regional council in Freiburg im Breisgau.

(3) Upon request, the foundation supervisory authority must be informed at any time about the affairs of the foundation. Notifications of changes in the composition of the foundation bodies as well as the budget, annual accounts and activity report must be submitted without being asked.