Our articles of association

Article 1: Name, legal structure and registered office

1. The foundation’s name is the Possehl Foundation.
2. It is a foundation with legal capacity under German civil law.
3. Its registered office is in Lübeck.

Article 2: Purpose

1. The historic purposes of the foundation are in Lübeck:
   
   1. to preserve the city’s beautiful buildings and amenities, particularly the appearance of the Hanseatic City of Lübeck as a World Cultural Heritage site,
   2. to support non-profit and charitable organisations in Lübeck,
   3. to advance the arts and sciences,
   4. to support young people,
   5. to alleviate the hardship of those in need.
2. These purposes are achieved in particular by means of financial assistance, partly also by means of advice, 
   
   1. with the restoration and preservation of historically and architecturally important buildings and public spaces in Lübeck,
   2. for non-profit organisations such as youth hostels and clubs, nursing homes, community and sports facilities of all kinds and for private-sector associations supporting young people, immigrants and those in need of social assistance,
   3. for public and private cultural institutions and events and higher education in Lübeck,
   4. for schools, nursery schools, non-profit sports associations and youth associations
   5. in individual cases of social hardship and by supporting institutions that take care of people in need of assistance.
3. By pursuing the objectives listed in 1 and 2 above, the foundation works exclusively and directly for non-profit and charitable purposes within the meaning of the “Tax-privileged purposes” section of the German Tax Code (AO). In this context the purposes of the foundation are to promote science, assistance for young and old people, art and culture, including the maintenance and preservation of heritage assets, protect listed buildings and monuments, education, including adult education and vocational training, social welfare, sport, local history, civic engagement for tax-privileged purposes and to support charitable causes.
4. The foundation may pursue these purposes itself, by means of agents or by providing intangible and financial support to other tax-privileged entities and public-sector agencies by acquiring funding and passing it on to such organisations. Its work is altruistic and does not primarily serve its own economic ends.
5. The foundation should not carry out activities for which the public sector is responsible and which it can also perform if it manages its finances adequately.
6. These articles do not give beneficiaries any legal right to receive benefits from the foundation.

Article 3: Assets

1. The foundation’s assets consist largely of  
   
   1. the share in L. Possehl & Co. mbH
   2.  equity interests
   3. securities
   4. bank balances and receivables
   5. land
   6. works of art
2. The foundation pursues its purpose with the income from its assets and with donations from third parties.
3. The foundation’s funds may only be used for the purposes defined in its articles of association.
4. The board of trustees may transfer funds to reserves in accordance with the tax legislation for non-profit entities. In order to maintain the foundation’s capital it may transfer free reserves (Sec. 58 no. 7a AO) and donations within the meaning of Sec. 58 no. 11 AO to the foundation’s assets. Third-party donations that the donor intends to be used to increase the foundation’s assets (gift) are to be transferred to the foundation’s assets unless the gift is refused.
5. No one is to benefit from spending that is unrelated to the aims of the foundation or from unreasonably high remuneration.

Article 4: Financial year

The foundation’s financial year is the calendar year.

Article 5: Decision-making bodies

1. The foundation’s decision-making bodies are 
   
   1. the Board of Trustees
   2. the Working Committee
2. The members of the Board of Trustees who are not also members of the Working Committee work as volunteers. They may receive an appropriate annual lump-sum amount that is set by the Board of Trustees to cover their expenses.
3. The members of the Working Committee may receive reasonable remuneration, which is set by the Board of Trustees to reflect their time spent on working for the foundation.
4. Necessary and reasonable expenses incurred by members of the Board of Trustees in the course of their work for the foundation may be reimbursed. They may also be reimbursed on a lump-sum basis.
5. Otherwise the members of the foundation’s decision-making bodies may not receive any economic benefits.

Article 6: Composition of the Board of Trustees

1. The Board of Trustees consists of 15 to 19 members. It elects new members by means of secret ballot.
2. The members of the Board of Trustees are elected for three calendar years. They may be re-elected. If a member leaves before the end of their period of office, their replacement may only be elected for the remainder of this period.
3. Any competent and respected citizen of Lübeck may be elected and re-elected. Social status and family relations may not be decisive.
4. Anyone who reaches the age of 72 leaves the foundation and its decision-making bodies on 31 December of the year in which they become 72. Descendants of the father and the adoptive daughters of the founder may be members of the Board of Trustees regardless of their age. Wherever possible, departing relatives of the company founder and the founding family should be replaced on the Board of Trustees by members of the same family.
5. A member of the Board of Trustees can only be deselected for an important reason. A majority of two thirds of the votes of all members are required for the deselection.
6. The Board of Trustees elects a Chair and a Deputy Chair for three years, but no longer than their term of office on the Board of Trustees. They may be re-elected. The Chair may only be re-elected twice, however; not including any election to replace their predecessor for the remainder of their period of office.  If the Chair or the Deputy Chair leave during their period of office, a successor is initially only elected for the remainder of the period of office.
7. Details of the election procedure are defined in separate voting rules to be adopted by the Board of Trustees.

Article 7: Functions of the Board of Trustees

1. The Board of Trustees manages the foundation’s business, to the extent that this is not delegated to the Working Committee.
2. The Board of Trustees represents the foundation externally, including before any court of law. It exercises the foundation’s rights and obligations as sole shareholder of L. Possehl & Co. mbH. It is represented by the Chair and the Deputy Chair. If either of them is unavailable, they may be replaced by any member of the Working Committee.

Article 8: Convening, quorum and resolutions of the Board of Trustees

1. The Chair, or if unavailable, the Deputy Chair, convenes meetings; generally once a month and more frequently if needed. The Board of Trustees must also be convened at the written request of three members, including an agenda.
2. The Board of Trustees is convened by giving notice of three weeks, including the agenda.
3. The Board of Trustees is quorate when at least half its members are present. In a second meeting convened with the same agenda the Board of Trustees is quorate regardless of the number of members present. The new meeting must take place no later than two weeks after the first.
4. The Board of Trustees adopts resolutions by a majority of members present, subject to any other provisions of these articles of association. The Chair has a casting vote in the event of tied voting on resolutions, but elections are decided by lot.
5. The Board of Trustees may also pass resolutions by circulation of written documents if two thirds of the members have approved this procedure. Circulation of documents is not permitted for elections, deselections, resolutions on amendments to the articles of association or resolutions terminating the foundation.
6. Resolutions are to be recorded in the minutes. They are to be signed by the Chair or the Deputy Chair and the minutes secretary. Resolutions are to be collected and kept on file for the duration of the foundation.

Article 9: Composition of the Working Committee

1. A Working Committee is elected from the members of the Board of Trustees.  It consists of 
   
   1. the Chairman and Deputy Chair and
   2. at least three, at most five other members, who are elected by the Board of Trustees for a period of three years.
      The members mentioned under b) may be deselected by the Board of Trustees before the end of their term of office for important reasons by a majority of two thirds of all members. If a member mentioned under b) leaves before the end of their period of office, their replacement may only be elected for the remainder of this period.

Article 10: Functions of the Working Committee

The Working Committee manages the operating business of the foundation and carries out those tasks assigned to it by the Board of Trustees. It prepares all matters to be presented to the Board of Trustees.

The Working Committee can decide itself on grants within the meaning of Article 2 of these articles of up to €10,000. The Board of Trustees is notified of these applications beforehand. In individual cases the Chair is authorised, together with the Deputy Chair or another member of the Working Committee, to decide itself on grants within the meaning of Article 2 of these articles of up to €1,000.

Article 11: Convening, quorum and resolutions of the Working Committee

1. The Working Committee is convened in writing, including the agenda, by the Chair of the Board of Trustees, or if unavailable, by the Deputy Chair. Notice of one week must be given. This may be reduced with the consent of all the members of the Working Committee. The Working Committee must also be convened at the request of at least two members. They must notify the Chair in writing of the matter they wish to discuss.
2. The Board of Trustees is quorate when half its members are present. It passes resolutions by a majority of members present. The Chair has a casting vote in the event of tied voting. The Working Committee may also pass resolutions by circulation of written documents if all the members approve this procedure.
3. Resolutions are to be recorded in the minutes. They are to be signed by the Chair or the Deputy Chair and the minutes secretary. Resolutions are to be collected and kept on file for the duration of the foundation.

Article 12: Amendments to the articles of association

1. The articles of association may be amended if a) the purpose and structure of the Foundation are not materially modified or b) if necessary to reflect a material change in circumstances compared with the time the Foundation was established or the last time the articles of association were amended.
2. Resolutions amending the articles of association which concern the functions of the Foundation and the use of its assets are to be notified to the tax authorities before they take effect. They require the consent of at least 3/4 of the members of the Board of Trustees and the approval of the authority responsible for supervising the Foundation.

Article 13: Merger/dissolution

1. The Foundation can be merged with another to form a new foundation if this does not jeopardise the purpose defined in the articles of association.
2. The Foundation can be dissolved if a) it has not awarded any grants for more than 10 years or b) the Foundation’s purpose cannot be achieved over the long term.
3. The cases described in paragraphs 1 and 2 require the consent of all the members of the Board of Trustees, as well as the approval of the authority responsible for supervising the Foundation.
4. If the Foundation is revoked or dissolved or it ceases to pursue tax-privileged purposes, its assets devolve to the Hanseatic City of Lübeck, which is to use them directly and exclusively for non-profit and charitable purposes as defined in Article 2.

Article 14: Effective date

These articles of association take effect on 7 November 2011.

Approval 

In accordance with Section 5 paragraph 1 sentence 1 in conjunction with paragraph 2 Foundation Act, as amended on 2. March 2000 (GVOBl. Schl.-H. p. 208), last amended by act of 15 June 2004 (GVOBl. Schl.-H. p. 153), responsibilities and names of functions last replaced by regulation of 8 September 2010 (GVOBl. Schl.-H. p. 575, the amendments to the Foundation’s articles of association adopted by the Board of Trustees of the “Possehl-Stiftung” on 26 August 2011 are hereby approved.

Kiel, 7 November 2011

Interior Ministry of Schleswig-Holstein, By order signed Ilona Rakow

IV 353 – 146.23 – 158.2