FOUNDATIONSTATUTE

Statutes of the legal foundation under private law

ProKids

preamble

The main concern of the founders is to support socially disadvantaged children.

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

(1) The Foundation shall be called “ProKids Foundation”

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

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

(4) The financial year of the Foundation is the calendar year.

§ 2 Purpose of the Foundation

(1) The ProKids Foundation aims to promote child and youth welfare and charitable purposes. In this context, the Foundation aims to promote the general well-being of children from all social classes, especially children from socially disadvantaged families. The ProKids Foundation aims to help them to become healthy, humane, well-qualified adults who will perform tasks appropriate to their individual talents for the benefit of the human community.

(2) The purpose of the Foundation is achieved in particular by

• Financial, social and health support for children and young people and their families
• intellectual and human development of children and young people
• Supporting schools and childcare facilities in terms of ideas, personnel or finances
• Promotion of youth welfare
• Promoting the prevention of violence against children
• general educational work on the situation of children in society

The ProKids Foundation aims to initiate developments and bring about change with its own programs or specially funded projects. Depending on the topic and the associated strategic direction, the ProKids Foundation decides whether the program will be implemented "operationally", ie as an in-house project, and/or whether partners will be brought in to complement the program with their expertise and experience.

§ 3 Non-profit status

(1) The Foundation pursues exclusively and directly non-profit and charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code.

(2) The Foundation operates on a non-profit basis. It does not primarily pursue commercial purposes. The Foundation's funds may only be used for the purposes specified in its statutes.

(3) No person may benefit from expenditure which is unrelated to the purpose of the foundation or from disproportionately high remuneration.

(4) The foundation shall fulfil its tasks itself or through an auxiliary person within the meaning of Section 57 Paragraph 1 Sentence 2 of the Fiscal Code, unless it acts by way of raising funds in accordance with Section 58 No. 1 of the Fiscal Code. The foundation may maintain special purpose operations to achieve the foundation's purpose.

§ 4 Foundation assets

(1) At the time of establishment of the Foundation, the Foundation’s assets shall consist of a cash amount of EUR 50,000.

(2) The assets of the Foundation shall be maintained permanently and in their entirety and invested safely and profitably.

(3) Asset reallocation is permitted. Profits from reallocation may be used in whole or in part to fulfil the purpose of the foundation.

(4) Donations intended for this purpose (endowments) shall be added to the foundation's assets. The foundation may accept such endowments. It may also add donations without a specific purpose based on a testamentary disposition and free reserves within the meaning of Section 58 No. 7a AO to the foundation's assets.

§ 5 Use of asset income and donations

(1) The Foundation shall fulfil 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 may allocate all or part of its funds to a reserve to the extent that this is necessary to be able to fulfil its tax-privileged purposes on a sustainable basis and to the extent that there are concrete objectives and time frames for the use of the reserve.

(3) Within the limits permitted by tax law, parts of the annual income may be allocated to a free reserve for the purpose of maintaining value.

(4) These Articles of Association do not give any third party any legal claim to the granting of funding from the Foundation, which may be revoked at any time.

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

§ 6 Bodies of the Foundation

(1) The organs of the Foundation are the Executive Board and the Foundation Council.

(2) The members of the Foundation's bodies work on a voluntary basis. The Foundation Board may decide to reimburse necessary expenses. The Foundation Board may decide to pay an appropriate flat rate for the time and work of the members of the Executive Board, provided the Foundation's financial capacity allows this.

(3) A member of one body may not simultaneously be a member of another body.

(4) The liability of the members of the governing bodies towards the Foundation is limited to intent and gross negligence.

§ 7 Board of Directors

(1) The Board of Directors shall consist of up to three members.

(2) The Board of Directors is appointed by the Board of Trustees. The term of office of the Board members is four years. Reappointments are permitted. The Board of Directors elects a Chairman and a Deputy Chairman from among its members.

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

(4) The term of office of a board member ends at the end of the term of office. In such cases, the board member remains in office until a successor is appointed. The term of office also ends upon death and resignation, which is permitted at any time. In these cases, the remaining board members form the board. Until the successor takes office, they carry out the urgent tasks of day-to-day foundation administration alone. A board member who has left must be replaced immediately by the foundation board. Appointed board members can be dismissed by the foundation board or the board at any time for important reasons. They must be given the opportunity to comment beforehand.

§ 8 Duties of the Board

(1) The Board of Directors decides on all fundamental matters in accordance with the statutes on its own responsibility and manages the day-to-day business of the Foundation. It has the status of a legal representative and represents the Foundation in and out of court. The members of the Board of Directors of the Foundation are authorized to represent the Foundation individually. In internal relations, the Chairman of the Board of Directors represents the Foundation alone; in the event of his inability to do so, the Deputy Chairman represents the Foundation.

(2) The Board of Directors shall fulfil the wishes of the founders as effectively as possible within the framework of the Foundation Act and these Foundation Articles of Association. Its duties shall in particular be:

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

(3) To To prepare its resolutions, carry out its tasks and, in particular, to handle ongoing business, the Board of Directors may appoint a Managing Director and call in experts, provided that its performance capacity permits and the volume of business so requires.

§ 9 Resolutions of the Board of Directors

(1) Decisions of the Board of Directors are generally made at meetings. The Board of Directors is convened by the Chairman or his deputy as required, but at least once a year, specifying the agenda and giving one week's notice. Meetings must also be convened if more than two members of the Board of Directors request this. If all members of the Board of Directors participate, decisions can also be made in writing.

(2) A member of the Board of Directors may be represented at the meeting by another member of the Board of Directors. No member of the Board of Directors may represent more than one other member of the Board of Directors.

(3) The Board of Directors shall have a quorum if, after proper notice has been given, at least half of its members, including the Chairman or his deputy, are present or represented. Defects in the notice shall be deemed to have been remedied if all members are present and no one objects.

(4) The Board of Directors shall take its decisions by a simple majority of the members present or participating in the written vote, unless the Articles of Association provide otherwise. In the event of a tie, the Chairman or, failing that, his or her deputy shall have the casting vote.

(5) Minutes of the meetings shall be taken and signed by the chairperson and the person taking the minutes. They shall be brought to the attention of all members of the Executive Board and the Chairman of the Board of Trustees.

(6) Further provisions concerning the course of business of the Board of Directors and those legal transactions for the implementation of which the Board of Directors requires the approval of the Board of Trustees may be contained in rules of procedure to be issued by the Board of Trustees.

§ 10 Board of Trustees

(1) The Board of Trustees shall consist of four members. The members of the first Board of Trustees shall be appointed by the founders.

(2) If a member of the Board of Trustees resigns, the Board of Trustees shall elect a successor on the recommendation of the Executive Board. The members of the Board of Trustees shall be appointed for life, up to the age of 90 at the latest. The Board of Trustees shall elect a Chairman and a Deputy Chairman from among its members.

(3) The Board of Trustees shall include persons who have particular expertise and experience with regard to the performance of the Foundation's tasks. One member shall be an expert in financial and economic matters.

(4) The term of office of a member of the Board of Trustees ends when the member reaches the age of 90. In such cases, the member of the Board of Trustees remains in office until a successor is appointed. The term of office also ends upon death and upon resignation, which is permitted at any time. In such cases, the remaining members of the Board of Trustees form the Board of Trustees. Until the successor takes office, they carry out the urgent tasks alone. A member of the Board of Trustees who has left must be replaced immediately by the Board of Trustees by co-opting a new member. A member of the Board of Trustees can be removed from office by the Board of Trustees at any time for important reasons in a joint meeting with the Executive Board. The decision requires a majority of the members of the Executive Board and the Board of Trustees. The member concerned is excluded from voting in this vote. He or she must be given the opportunity to comment beforehand.

§ 11 Tasks and decision-making of the Board of Trustees

(1) The Board of Trustees advises, supports and monitors the Executive Board within the framework of the Foundation Act and these Foundation Statutes in order to fulfil the wishes of the founders as effectively as possible. Its 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 of Directors,
• Appointment of members of the Board of Directors

(2) The Board of Trustees may consult experts in preparing its decisions.

(3) The Board of Trustees shall meet at least once a year for an ordinary meeting. An extraordinary meeting shall be called if at least three members or the Executive Board so request. The members of the Executive Board, the Managing Director and experts may attend the meetings of the Board of Trustees in an advisory capacity.

(4) Section 9 shall apply accordingly to the decision-making of the Board of Trustees.

§ 12 Amendment of the Articles of Association

(1) The bodies of the Foundation may decide on amendments to the Articles of Association if they do not affect the purpose of the Foundation and do not significantly change the original structure of the Foundation or facilitate the fulfilment of the purpose of the Foundation.

(2) Resolutions on changes to the Articles of Association may only be passed at joint meetings of the Executive Board and the Board of Trustees. The resolution to amend the Articles of Association requires a two-thirds majority of all members of the Executive Board and the Board of Trustees as a whole.

(3) Resolutions on changes to the statutes require the approval of the foundation supervisory authority. They must be notified to the competent financial authority along with a statement.

§ 13 Extension of purpose, change of purpose, merger, dissolution

(1) The bodies of the foundation may give the foundation a further purpose which is related to the original purpose and whose permanent and sustainable realisation appears to be guaranteed without endangering the original purpose if the assets or income of the foundation can only be used in part for the realisation of the foundation's purpose.

(2) The bodies of the foundation may decide to change the purpose of the foundation, to merge with another foundation or to dissolve the foundation if the purpose of the foundation becomes impossible or if circumstances change in such a way that the permanent and sustainable fulfilment of the purpose of the foundation is no longer possible. The decisions must not affect the tax exemption of the foundation.

(3) Resolutions on the extension of purpose, change of purpose, merger or dissolution can only be passed at joint meetings of the Executive Board and the Foundation Council. The resolution to amend requires a majority of three quarters of all members of the Executive Board and the Foundation Council together.

(4) Decisions on the extension of purpose, change of purpose, merger or dissolution shall only become effective after approval by the foundation supervisory authority. They shall be notified to the competent financial authority with a statement.

§ 14 Assets accrued

If the corporation is dissolved or abolished or if tax-privileged purposes no longer apply, the corporation's assets will be transferred to the Villingen-Schwenningen Citizens' Foundation, which must use them directly and exclusively for non-profit, charitable or ecclesiastical 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) The foundation supervisory authority must be informed of the foundation's affairs at any time upon request. Notifications of changes in the composition of the foundation's bodies as well as the budget, annual accounts and activity report must be submitted without being asked to do so.