Statutes of Technologiestiftung Berlin
Section 1 Name, Legal Form, Registered Office
The name of the Foundation is “Technologiestiftung Berlin”. It is a Foundation with legal capacity under German civil law and has its registered office in Berlin.
Section 2 Purposes of the Foundation
(1) The purposes of the Foundation are:
The advancement of science, research and education with regard to innovative natural science and engineering technologies.
The Foundation seeks to develop the Berlin-Brandenburg region into an important location in selected technological areas.
(2) The Foundation purposes are fulfilled more particularly through:
a) the evaluation and selection of existing or new technological areas from the angle of their scientific, technological and economic potential;
b) the public showcasing of the region’s scientific and technological competences, the presentation of scientific topics to the general public and the promotion of a strategic dialogue between all stakeholders from scientific, political, administrative and business circles;
c) the launch, management and support of networks and the transfer of knowledge between universities, research institutes, industry and public authorities with a view to promoting research and development in selected technological areas in the region; there is no direct company-specific promotion of economic activities.
d) the promotion of basic and applied research and assistance in translating innovative developments, ideas and concepts into viable products. The Foundation’s activities end with the presentation of prototypes;
e) the promotion of scientific further training, education and qualifications in technological areas;
f) the award of and support for prizes as contributions to individuals or institutions in recognition of outstanding achievements in the successful carrying over of research findings into practice and, at the same time, the offering of incentives for further innovative transfer projects.
(3) The Foundation purposes can be fulfilled through the Foundation itself or through financial, material and/or HR support for measures conducive to the achievement of said Foundation purposes. The results of these measures are to be made accessible to the public at large.
For the realization of the Foundation purposes the Foundation may draw on assistants pursuant to the German Fiscal Code (AO) or award Foundation funds to other non-profit institutions.
(4) The Foundation pursues non-profit purposes in an exclusive and direct manner within the meaning of the section “tax-privileged purposes” of the German Fiscal Code (AO 1977). The Foundation seeks to provide service above self and does not primarily pursue its own economic purposes. The Foundation’s funds may only be used for purposes in accordance with the Statutes. No person shall benefit from expenditure which is not used for the Foundation’s intended purpose or from disproportionately high remuneration.
Section 3 Assets, Endowments, Use of Funds
(1) As per 31 December 2001 the Foundation assets consist of securities and bank balances with a total value of approximately € 32.668 million.
(2) Endowments are possible: the Foundation Council shall decide on the acceptance of an endowment whilst protecting the Foundation’s independence.
(3) The Foundation’s assets shall be maintained in full. For the fulfilment of the Foundation purposes only its revenues and any contributions may be used to the extent that they are not intended as endowments to increase the Foundation’s assets.
(4) Any decision on the allocation of support funds shall be taken on the basis of Allocation Rules to be approved by the Foundation Council.
(5) No recipient shall acquire a legal right to contributions on the basis of these Statutes or the Allocation Rules.
Section 4 Organs
The Foundation organs are:
a) the Board
b) the Foundation Council
Section 5 Board
(1) The Board consists of a full-time executive Chairperson and two honorary deputy chairpersons. The members of the Board are appointed by the Foundation Council for a five-year term. Reappointment or premature removal is possible for good cause. The Board members shall continue in office until their successors have taken up their duties.
(2) Membership of the Board rules out membership of the Foundation Council.
(3) The remuneration of the full-time Chairperson is decided on by the Foundation Council based on the budget and laid down in a contract to be signed by the Chairperson of the Foundation Council.
(4) The expenses of the honorary deputy chairpersons shall be reimbursed.
Section 6 Tasks of the Board
(1) The Board shall administer the Foundation in line with the Statutes and the valid Foundation Act. In this context it shall execute the will of the founders as effectively and sustainably as possible, and shall manage the Foundation’s assets and all other funds both diligently and frugally.
(2) The Board shall draw up the budget and present it to the Foundation Council for a vote.
(3) The Board shall require the prior approval of the Foundation Council for the following activities:
a) the acquisition, sale and encumbrance of real estate;
b) the granting of liens and other rights to items of movable assets;
c) the taking out of loans;
d) the hiring of staff outside the budget approved by the Foundation Council;
e) other legal activities and measures for which the Foundation Council has previously withhold its approval.
The Foundation Council may issue its general approval for specific kinds of activities.
(4) The Board shall present an activity report and the annual financial statements for the prior financial year within five months of the end of the respective financial year.
(5) The Chairperson of the Board and his/her deputies shall represent the Foundation in court and out of court. Each of them has an individual authorisation to represent the Foundation which the deputies may only exercise internally in close consultation with each other to the extent that the Chairperson is not available.
(6) The Board shall draw up Rules of Procedure which shall require the approval of the Foundation Council.
Section 7 Board Meetings
(1) Board meetings shall be held at least every two months and shall moreover be called at the request of one Board member. All Board members shall be invited to the meetings by the Chairperson or one of his/her deputies. The Board shall constitute a quorum when at least two of its members are present at the meeting.
(2) Written votes are possible outside of meetings. All Board members must take part in a written vote.
(3) Resolutions shall be approved by a simple majority of those present or of the members who take part in a written vote unless otherwise specified in the Statutes. In the event of a tie the Chairperson shall have the deciding vote.
(4) Minutes shall be taken of the Board meetings which shall be signed by the Board Chairperson or if he/she is unavailable by one of his/her deputies. The exact wording of the resolutions shall be noted.
Section 8 Financial Year and Auditing
(1) The financial year is the calendar year.
(2) The auditing of the annual financial statements, including any proof of utilisation, shall be undertaken by an auditor or an audit firm to be appointed by the Foundation Council in compliance with the standards of IDW (Institute of Public Auditors in Germany) for the auditing of foundations.
Section 9 Foundation Council
(1) The Foundation Council consists of 16 members:
a) three members appointed by the Berlin Senate, if possible from the areas
b) five members from the circle of founders, endowers or donors from industry; instead of Berliner Sparkasse der Landesbank Berlin-Girozentrale the founder within the intendment of this paragraph is Investitionsbank Berlin and instead of Berliner Bank AG it is Landesbank Berlin Holding AG;
c) three members from Berlin scientific and research institutions whereby there should be one member each from universities, universities of applied sciences and out-of-university research institutions;
d) one member each from the Berlin Chamber of Commerce and Industry (IHK), the Berlin Chamber of Crafts (HWK) and the German Trade Union Confederation (DGB);
e) two members from the Förderverein Technologiestiftung Berlin e.V., one of these members shall be appointed by the Vereinigung der Unternehmensverbände in Berlin und Brandenburg e.V. (UVB) in consultation with the Förderverein Technologiestiftung Berlin e.V.
The members under a) shall be proposed by the respective institutions.
The members under b) shall be appointed by the founders and endowers. The appointments shall be undertaken independently of the form of the decision-making process by a simple majority of all founders and endowers.
The members under c), d) and e) shall be proposed by the assigning institutions. The appointments shall be made by the Senate member responsible for industry.
(2) The term of office of the Foundation Council is four years. In the event of premature resignation, the Foundation Council members shall continue in office until their successors have taken up their duties.
(3) A deputy shall be appointed for each member of the Foundation Council. The deputy may attend all meetings and shall be entitled to vote if a member is unable to attend. If the deputy is likewise prevented from attending, the member may transfer his/her vote in a written proxy to another member of the Foundation Council or another deputy. The deputies are not members of the Foundation Council.
(4) The Foundation Council shall select a Chairperson and two deputies from its ranks.
(5) The members of the Foundation Council are volunteers. They are entitled to the reimbursement of their expenses incurred in conjunction with their voluntary work for the Foundation.
Section 10 Tasks of the Foundation Council
(1) The Foundation Council lays down the principles for the work of the Foundation and has in particular the following tasks:
1. Appointment of the Board
2. Monitoring of the executive management of the Board
3. Resolutions on
a) the budget presented by the Board,
b) the annual financial statements,
c) budget overruns,
d) discharge of the Board,
e) Board activities to be approved pursuant to Section 6(3),
f) amendments to the Statutes,
g) dissolution of the Foundation, merger with another Foundation or amendment to the Foundation purpose which are only admissible if there are major changes to the situation.
4. Drawing up Allocation Rules
(2) The Foundation Council may appoint an Advisory Body. The Advisory Body should advise the Foundation on research and technology matters and, in individual cases, give an expert opinion on support projects of the Foundation.
Section 11 Rules of Procedure of the Foundation Council
(1) The Chairperson of the Foundation Council or, if he/she is unable to attend, one of his/her deputies shall convene the meeting and act as chair.
(2) An ordinary Foundation Council meeting shall be held at least once a year. It shall be held within six months of the end of a financial year. Extraordinary meetings shall be convened when half of the members of the Foundation Council or the Board request it. The meetings shall be convened two weeks in advance and the agenda and the related documents shall be sent out with the invitation.
(3) The Foundation Council shall constitute a quorum when the meeting has been correctly convened and at least half of the Foundation Council members are present or represented. Resolutions shall be approved by a simple majority of votes with the exception of resolutions pursuant to Section 10(1)(3)(g) for which a majority of three-quarters of the votes is needed.
(4) The Board Chairperson shall attend meetings of the Foundation Council in an advisory capacity unless the Foundation Council decides differently with regard to individual items on the agenda.
(5) Minutes shall be taken of the results of the meeting which shall be signed by the Chairperson and the minute-taker chosen by him/her and sent to all members of the Foundation Council and their deputies.
(6) In urgent cases resolutions of the Foundation Council may also be approved by fax or in writing. This shall not apply to resolutions pursuant to Section 10(1)3(g). At least ten members shall participate in the vote who must come from each of the groups represented in Section 9(1)(a) to (e). A majority of eight votes shall be required for the approval of a resolution. The members and their deputies shall be immediately informed in writing about the results of resolutions approved outside meetings.
Section 12 State Supervision
(1) The Foundation is governed by state supervision Berlin in line with the provisions of the Berlin Foundation Act (StiftG Bln).
(2) According to Section 8 StiftG Bln the members of the representative organs are bound vis a vis the regulatory authority:
a) to immediately notify and document the current composition of the Foundation organs, including the distribution of offices within the organs (records of votes, appointment certificates, notices of acceptance or resignation or other evidence), and to supply the current addresses of the Foundation and members of the representative organs.
b) to submit an annual report (auditor’s report in accordance with Section 8(2) German Foundation Act StiftG Bln and a report on the fulfilment of the Foundation purpose) within eight months of the end of the financial year. The Foundation Council resolution on the approval of the Annual Financial Statements in accordance with Section 10(3)(b) shall be attached.
(3) Resolutions on amendments to the Statutes, dissolution of the Foundation or its merger with another foundation shall require the approval of the regulatory authority. An application for approval shall be submitted by authorised Board members in accordance with Section 6(5) to the regulatory authority.
Section 13 Accrued assets
(1) On dissolution of the Foundation its assets shall be transferred to a legal person under public law or a non-profit entity subject to their being used solely and directly for the advancement of science, research and education. The allottee shall be named in the dissolution resolution.
(2) The resolution shall only be executed after approval by the competent tax authorities.
Berlin, 13 February 2014