Statutes
Statutes of the Sir Peter Ustinov Foundation as of October 2, 2001
Preamble
As UNICEF ambassador, it is of particular concern to the founder to create a future for children and adolescents, regardless of age, religion, race or descent, that is worth living and oriented towards optimism. In particular, his wish is to contribute to integrating disabled as well as socially or otherwise disadvantaged children and adolescents into society and to abating prejudices of any kind. Such activities are guided by his artistic and mental attitude.
Consequently, Foundation funds are to be used for the establishment and maintenance of Ustinov Institutes and Centres closely associated with universities
§ 1 Name, Residence, Fiscal Year
1.1 The name of the Foundation is: Sir Peter Ustinov Stiftung / Sir Peter Ustinov Foundation.
1.2 The Foundation is public with legal capacity and under civil law.
1.3 The residence of the Foundation is located in Munich, Germany.
1.4 The fiscal year is the calendar year. The initial fiscal year is a shortened fiscal year.
§ 2 Aim and Purpose of the Foundation
2.1 The aim of the Foundation is to support and maintain the humanitarian intentions in the spirit of the artistic and intellectual production of its founder.
2.2 The purpose of the Foundation is to improve the social, health-related, mental and psychological living conditions of children and adolescents of any age regardless of origin, descent or belief, and/or to contribute to integrating them into a future that is worth living and oriented towards optimism.
2.3 To reach this aim, the Foundation may initiate all required measures or support equivalent measures of others suiting this purpose.
For instance, the Foundation may:
- Strengthen the general interest in projects for children and adolescents through initiatives of any kind, in particular through publication in all appropriate media.
- Develop, conduct or financially support certain projects and/or actions for children and adolescents.
- Provide financial support to institutions for education, further training, and research that are engaged in the research and the solution of problems children and adolescents are confronted with, and/or contribute financially to the foundation of such institutions.
- Award prizes for practical successes or theoretical works in the field of successful youth work.
- Grant scholarships for research and education in the field of youth work, grant benefits to institutions for education, further training and research to cover their expenses for personnel and material.
2.4 In order to achieve its aims, the Foundation may participate in other charitable foundations, organisations or works, or in individual projects conducted by them, or support them by means of benefits.
The Foundation pursues a close cooperation with the United Nations Children's Fund (UNICEF) as well as with other institutions executing global activities complying with the purpose of the Foundation.
2.5 The Foundation exclusively and directly pursues charitable aims according to the section "tax-advantaged purposes" of the General Fiscal Law.
§ 3 Restrictions
3.1 The Foundation conducts altruistic activities only. It is not primarily profit-oriented.
3.2 It must not benefit natural or legal persons by granting expenses not complying with the Foundation’s aims according to §2, or by granting excessive compensation, aids or other financial allowances.
3.3 Unless explicitly agreed otherwise, support by the Foundation may be cancelled at any time. Apart from that, the Executive Board with the consent of the Foundation Board shall establish guidelines which determine the type and the duration of granted support.
3.4 With the exception of concrete promises of furtherance according to No.3, legal claims against the Foundation on getting furtherance are excluded.
Even if furtherance is granted in multiple cases this does not provide the basis for future claims.
§ 4 Base Capital
4.1 At the time of its formation, the Foundation's base capital sums up to DM 100,000 deposited on a separate bank account.
4.2 Furthermore, any capital provided at a later time by the founder or others for funding will become base capital.
4.3 Finally, any copyrights and publishing rights of the founder will be transferred to the Foundation and become base capital, provided that shares gained thereof remain with the founder or his heirs to the extent permitted by fiscal law.
4.4 To ensure the long-term continuance of the Foundation, the amount of the base capital shall be retained. Redeployment of capital is allowed.
§ 5 Means of the Foundation
5.1 The Foundation performs its tasks
a) by means of revenue gained from the Foundation capital;
b) by means of donations, provided the donator does not want to strengthen the base capital.
5.2 All means must be used only for purposes in line with the statutes. Exceptions require the agreement of the Foundation Board. These exceptions must not violate the Foundation's benefit to the public.
5.3 The Foundation is allowed to accumulate provisions up the amount permitted by fiscal law.
5.4 If the founder transfers funds to the Foundation during his lifetime, or if third parties donate funds, the Foundation may use its funds to support the founder / donator and his/her closest family members in a reasonable manner, to care for their graves, and to cherish their memory.
§ 6 Foundation Organs
The organs of the Foundation are:
1. the Executive Board of the Foundation,
2. the Foundation Board.
§ 7 Executive Board
7.1 The Executive Board of the Foundation runs the Foundation's businesses and represents it in and out of court.
It can consist of two to three individuals appointed by the Foundation Board.
When appointing the members of the Executive Board, the chairman and vice chairman have to be determined. If such a determination does not occur along with the appointment, the Executive Board has to elect the chairman and the vice chairman from among its members.
7.2 Each member of the Executive Board has the power of sole representation.
It is determined internally that the Foundation will be represented solely through the chairman of the Executive Board or, in case he/she is not available, through the vice chairman or, in case the vice chairman is also unavailable, through the third member of the Executive Board.
7.3 In the case that no member of the Executive Board is able to execute the Executive Board functions, the Foundation Board may appoint another person to represent the Foundation.
This person can be dismissed by the Foundation Board at any time. Such dismissal must take place when at least one regular member of the Executive Board can resume his/her office.
Until dismissal of the appointed representative through the Foundation Board, all functions of regular Executive Board members are resting. If the representative appointed by the Foundation Board executes his office for more than one year, the Foundation Board is obliged to determine a new regular chairman.
7.4 The members of the Executive Board of the Foundation can perform their activities for the Foundation as honorary services and as part-time or full-time occupation.
For its relief, the Executive Board may appoint a general manager or secretary for the practical work and/or delegate the settlement of individual affairs to employees and/or freelancers.
The responsibility of the Executive Board for the external adherence to legal and statutory regulations - in particular with regard to the supervisory authority of foundations – remains unaffected thereof.
7.5 The Executive Board can initiate curatorships, advisory boards or other counselling committees for the various activities and/or projects of the Foundation, and define rules for their activities.
A transfer of statutory functions to such committees is excluded.
7.6 The regular or part-time members of the Executive Board can be paid a compensation corresponding to the amount of time spent on Foundation activities. The amount of such compensation is based on customary fees for such activities and depends on the financial situation of the Foundation. The compensation is defined by the Foundation Board.
7.7 The members of the Executive Board are appointed for the duration of five years. The re-appointment of Executive Board members is allowed without restrictions.
Each member remains in office until a successor has been appointed.
7.8 The Foundation Board may dismiss members of the Executive Board before the end of the five year period, if
a) the Executive Board is over-staffed concerning the development of Foundation tasks and/or funds,
b) a member of the Executive Board has violated the interests of the Foundation - in particular § 3 No. 2 of the statutes,
c) a member of the Executive Board is no longer able to perform his/her function due to illness or frailty,
d) any other reason that according to the general employment contract law would entitle the employer to cancel the contract.
7.9 The following Executive Board decisions require the consent of the Foundation Board to become effective internally:
a) Decision on budget suggestions and on annual and capital accounts;
b) decision on the use of Foundation funds;
c) decision on the conclusion of legal transactions which according to the supervisory authority of foundations require approval;
d) decisions according to § 5 No. 3 of the statutes.
§ 8 Foundation Board
8.1 The Foundation Board supervises the Executive Board and contributes to its decision making according to the provisions of these statutes.
8.2 Additionally, the Foundation Board has the following responsibilities:
a) Appointment and dismissal of Executive Board members;
b) determination of compensation for Executive Board members;
c) approval of decisions made by the Executive Board according to § 7 No. 9.
8.3 The Foundation Board can declare any decision (not only those according to § 7 No. 9) of the Executive Board null and void by written notice to the Executive Board, if such decisions contradict with the founder's will expressed in the statutes or in any other way infringe upon statutory provisions or legal requirements.
Such notice is only possible if all members of the Foundation Board receive the minutes containing the Executive Board's decision in question within eight weeks.
8.4 In the case of legal transactions between the Executive Board and its individual members, the Foundation is represented by the Foundation Board.
8.5 The members of the Foundation Board perform their duties on an unsalaried base. They are entitled to compensation for their expenses.
Furthermore, the Foundation Board may fix allowances for its members which correspond to the amount of time for their activities.
8.6 With the incorporation of the Foundation, the founder, i.e. Sir Peter Ustinov, is appointed as chairman, and Mrs. Susanne Köster is appointed as vice chairwoman of the Foundation Board.
Their incumbency is not restricted. They may appoint up to three Foundation Board members in addition to or in place of themselves.
They can also dismiss Foundation Board members appointed by them at any time and perform the functions of the Foundation Board alone or with other members.
8.7 Decisions of the Foundation Board are made with simple majority of all cast votes. In the case of an equality of votes, the vote of the chairman is decisive.
8.8 After the death of the founder, Lady Hélène Ustinov has taken his place. Additionally, Mr. Igor Ustinov has become a regular member of the Foundation Board. The Foundation Board has to consist of three up to a maximum of five persons.
After the death of Lady Hélène Ustinov, the testamentary or legitimate heirs of the founder will take her place without incorporating the role of the chairman. As far as these heirs form a community of heirs, they will only have one vote in the decision making process of the Foundation Board.
8.9 The terms of 8.8, sentences four and five also apply to the vice chairwoman of the Foundation Board.
8.10 At the time when Lady Hélène Ustinov and Mrs. Köster are no longer members of the Foundation Board, the Foundation Board will elect a chairman and a vice chairman out of its members.
8.11 In the case the acting Foundation Board consists of less than three persons after the death of the founder, the missing Foundation Board members have to be appointed according to the following provisions for the appointment of new Foundation Board members and without exceeding the Foundation Board's maximum of five members.
8.12 The additional Foundation Board members are appointed for five years.
The re-appointment of Foundation Board members is allowed without restrictions.
Each Foundation Board member remains in office until a successor has been appointed.
8.13 The dismissal procedure of a Foundation Board member before the end of the five year period is defined in § 7, No. 8, letters b) to d) of the statutes; prerequisite is that the concerned Foundation Board member is excluded from voting.
8.14 Successors of retired Foundation Board members must only be persons who are financially independent and whose professional and private situation allows them to attend their functions within the Foundation Board with the required commitment.
8.15 After a verbal statement issued by the Executive Board, the remaining Foundation Board members appoint new Foundation Board members.
§ 9 Decisions of Foundation Organs
9.1 As a matter of principle, decisions of Foundation organs that consist of two or more persons are made in meetings. If all members of the respective Foundation organ agree, decisions can also be made in writing by way of circulation or by fax.
9.2 The procedure in the case of written decisions by way of circulation is that the members of the Foundation organ cast their vote using the circulating form which specifies the topic to decide upon and was sent by the chairman or the vice chairman, and then sign it.
The circulating form must be returned to the original sender within two weeks. Otherwise the decision by way of circulation has failed.
The original sender of the circulating form must inform the members of the Foundation organ immediately about the failure or success of the decision making process by written notice.
9.3 Decisions by fax have to be made by the members of the Foundation organ by submitting their vote on the subject matter by fax to the chairman or, in the case he is not available, to the vice chairman.
The chairman or vice chairman is obliged to inform the members of the Foundation organ immediately on the result of the vote in writing or by fax.
9.4 Decisions are made with simple majority of all cast votes unless a mandatory legal regulation or a provision of these statutes prescribe another vote ratio. In the case of a vote equality, the vote of the chairman is decisive.
9.5 Meetings of the organs of the Foundation have to be called if decisions have to be made and if not all members agree to a decision making process outside a meeting.
Additionally, meetings of Foundation organs have to be held if one member requests this in written form from the person who is responsible for the invitation.
9.6 Meetings are called by the chairman or, if necessary, by the vice chairman.
The invitation occurs either by certified mail or by fax.
The invitation has to be sent to the last address given to the Foundation or alternatively to the last known address.
Such invitation is valid even if the respective member of the Foundation organ meanwhile has an address unknown to the Foundation.
The invitation must be sent two weeks prior to the meeting; it must contain location, time and agenda of the meeting.
Meetings of the Foundation organs may take place anywhere in the Federal Republic of Germany.
All errors the invitation might contain are considered as irrelevant if all members of the corresponding Foundation organ appear and accept the agenda without reproval.
9.7 All Foundation organ meetings are led by the chairman or, if he is not present, by the vice chairman.
The leader of the meeting appoints the keeper of the minutes and is responsible for a proper recording of decisions.
Copies of the minutes have to be sent to all members of all Foundation organs as well as to the founders and the supervisory authority of foundations.
9.8 Meetings of Foundation organs are quorate if at least half of the members including the chairman or vice chairman are present.
If these prerequisites are not met, another meeting of the Foundation organ which must have an identical agenda and be quorate in any case shall be held within one month.
§ 10 Changes to the Statutes, Transformation and Abolition of the Foundation
Decisions on changes of the statutes and applications for transformation (change of the Foundation's aims) or abolition of the Foundation require the consent of two thirds of the Executive Board and Foundation Board members. During the lifetime of the founder, his consent is also required.
Such changes must not affect or annul the Foundation's tax privileges.
§ 11 Property Transfer
In case of an abolition of the Foundation, its property shall be transferred to the "Deutsche Komitee von UNICEF, 50969 Köln, Höniger Weg 104, Germany which is meant to use such means within its organisation immediately and exclusively for charitable purposes according to the aims of the Foundation (§ 1 No. 1 and 2).
§ 12 Supervisory Authority of Foundations
The Foundation underlies the supervision of the government of Upper Bavaria.
All changes concerning the composition of the Foundation organs have to be communicated to this supervisory authority.
§ 13 Approving Authority, Validity
The government of Upper Bavaria is the approving authority. With their approval, this revised form of the Foundation's statutes is becoming effective.
At the same time, the statutes of the Foundation in their charter version of November 4, 1998, (No. 4502/W/1998 at the official registry), the first amendment from August 3, 1999, (No. 3380/W/1999) as well as the "Bescheinigung über die Satzungsänderung" (changed statute certificate) of August 10, 1999, (No. 3490/W/1999) and of October 10, 2001, (No. 4052/W/2001) become invalid.
