§ 1 - Name, Registered Office, Legal Form
The Foundation bears the name "Foundation for the Preservation of Industrial Monuments and Historical Culture (Stiftung Industriedenkmalpflege und Geschichtskultur)." It is an independent foundation governed by private law within the meaning of § 2 para. 1 of the NW Law on Foundations dated June 21, 1977 (GV. NW. S. 274/SGV. NW. 40) and it is headquartered in Essen.
§ 2 - Purpose
(1) The Foundation solely and directly pursues charitable purposes within the meaning of the section "tax-privileged purposes" of the tax code.
(2) The purpose of the Foundation is to protect and maintain, meaningfully use, scientifically research and make accessible to the public the industrial monuments which have been transferred to it.
(3) The Foundation’s purpose will particularly be realized by
- taking over ownership of the properties with existing, standing industrial monuments,
- performing conservation measures on the industrial monuments such as restoration, maintenance, hazard prevention,
- designing usage concepts for the industrial monuments,
- meaningfully using the industrial monuments, taking particular consideration of access for the general public,
- scientifically researching the industrial monuments and publishing the results,
- promoting the awareness of industrial history and architecture.
In order to fulfill its tasks, the Foundation will use auxiliary persons (§ 57 para. 1 sentence 2 of the tax code) insofar as it does not perform the tasks itself.
(4) The Foundation is non-profit-making and does not primarily pursue purposes for its own financial interests. The Foundation’s funds may only be used for statutory purposes. The founders and their legal successors do not receive any allowances from the Foundation’s funds.
§ 3 – The Foundation’s Assets
(1) The Foundation’s assets that are accumulated by the founders in accordance with the more detailed provisions of the deed of foundation consist of initial assets in the amount of 22,668 million Euros and of properties.
(2) The value of the Foundation’s financial assets must be fully maintained.
(3) Here, priority is given to the non-profit law use of funds; nominal value of the assets must be maintained. Properties can be handed over according to the provision of § 3 para. 4 of this Statute. In the event of a sale pursuant to § 3 para. 5, the purchase price shall be allocated to the Foundation’s assets.
(4) Under the preconditions of § 58 No. 2 or No. 4 of the tax code, the Foundation can transfer ownership of the endowed properties with existing standing industrial monuments to other tax-privileged bodies or tax-privileged bodies under public law or grant other tax-privileged bodies usage rights to these when this safeguards the long-term preservation and upkeep of the existing standing industrial monuments in the sense of the Foundation.
(5) The Foundation is entitled to sell or respectively to impose heritable buildings rights of the individual properties with existing standing industrial monuments to third parties other than those mentioned in §3 para. 4 provided that the purchaser pays an appropriate purchase price, and commits himself to preserving the existing standing industrial monuments on a permanent basis and to provide these with a meaningful use that meets the requirements concerning their quality as historical monuments.
(6) Contributions of the founders or third parties can be accrued to the Foundation’s assets if they are intended for this purpose (donations). Properties with existing standing industrial monuments extending beyond those set forth in Appendix 1 regarding the deed of foundation should only be included in the Foundation’s assets when a suitable amount of money is donated at the same time. In addition, acceptance of such properties by the Foundation presupposes in each single case that the Foundation, according to its asset situation, is able to bear the additional costs which are incurred in each case for these properties over the long term that are required to fulfill the necessary measures of the Foundation’s purpose.
(7) The public in North Rhine-Westphalia, but especially companies, owners and proprietors of industrial monuments as well as the cities and communities, municipal associations and economic associations, are called upon to support the Foundation’s work through donations, charitable contributions and active assistance as well as in development associations.
§ 4 – Use of Revenue from Capital and Contributions
(1) Revenues of the Foundation’s assets and contributions not intended to be allocated to them must be used to fulfill the purpose of the Foundation.
(2) Costs of the Foundation’s administration must be settled from earnings of the Foundation’s assets insofar as they are not borne by a third party side.
(3) Free, earmarked or object-bound reserves may be formed provided that this is permitted by regulations of fiscal non-profit law.
(4) No person may benefit from expenses that are inconsistent with the Foundation’s purpose or from disproportionately high payments. Personnel of the Foundation needed to fulfill the Foundation’s purpose may at the most be remunerated up to comparable remunerations in state employment.
§ 5 – The Foundation’s Bodies
(1) The Foundation’s bodies are
- (a) the Foundation’s board of trustees,
- (b) the Foundation’s executive board and
- (c) the managing director as a special representative within the meaning of § 30 German Civil Code (BGB).
§ 6 – The Foundation’s Board of Trustees
(1) The Foundation’s board of trustees consists of thirteen members. Three members are recommended by the State Government of North Rhine-Westphalia and three other members are recommended by RAG Aktiengesellschaft. The Municipal Association Ruhr Region (Kommunalverband Ruhrgebiet), the Association Verein Pro Ruhrgebiet, Initiative Preservation of Industrial Monuments and Historical Culture, the International Building Exhibition Emscher Park GmbH, the Rhineland Regional Council and the Westphalia-Lippe Regional Council each recommend one member. The Foundation’s board of trustees selects the members proposed.
(2) The first Foundation’s board of trustees is comprised of
- the Minister for Urban Development, Culture and Sports of the State of NRW, Mrs. Ilse Brusis,
- the Minister for Economics and Small- and Medium-Sized Enterprises, Technology and Transportation of the State of NRW, Mr. Wolfgang Clement,
- the Minister for Employment, Health and Social Affairs of the State of NRW, Dr. Axel Horstmann,
- the Chief Executive Officer of Ruhrkohle AG, Prof. Dr. Gerhard Neipp,
- the Member of Ruhrkohle AG’s Executive Board, Mr. Wilhelm Beermann, - the Board Spokesman of Ruhrkohle Bergbau AG, Dr. Karl Friedrich Jakob,
- the Chairman of the Association Meeting of the Ruhr Region Communal Association, Mr. Lord Mayor Friedhelm van den Mond,
- the Chairman of the Association Pro Ruhrgebiet, Prof. Dr. Jürgen Gramke,
- the Chairman of the Initiative Preservation of Industrial Monuments and Historical Culture (Industriedenkmalpflege und Geschichtskultur), Dr. Ulrich Borsdorf,
- the President of North Rhine-Westphalia Foundation for Nature Conservation, Preservation of Homeland and Culture, Mr. Country Director (retired) Herbert Neseker and
- the Managing Director of the International Building Exhibition Emscher Park GmbH, Prof. Dr. Karl Ganser. When a member of the Foundation’s board of trustees leaves office, the parties entitled to propose candidates recommend a successor. Should the relevant party remain without a legal successor, the Foundation’s board of trustees selects the successor.
(3) Members of the Foundation’s board of trustees may be represented. Members determine a member to be the representative of the party entitled to propose for them in each case.
(4) Members of the Foundation’s board of trustees or their representatives cannot be members of the Foundation’s executive board at the same time.
(5) The Foundation’s board of trustees selects the chairman or chairwoman and the deputy chairwoman or deputy chairman from among them.
(6) Members of the Foundation’s board of trustees work for the Foundation in an honorary capacity. They may not be given any pecuniary benefits. They are entitled to claim reimbursement of their expenses.
(7) The Foundation’s board of trustees appoints the executive board and its chairwomen or chairmen. It decides on principles of the Foundation’s work as well as, in particular, the
- monitoring of the executive board’s activity,
- dismissal of members of the executive board due to an important reason,
- approval of the annual financial statement to be presented by the executive board,
- discharging of the executive board,
- approval of the annual work program, business plan and mid-term finance planning to be presented by the executive board,
- approval of by-laws of the executive board and executive management
- and the acceptance of donations.
Members of the Foundation’s board of trustees should be active at all times for the preservation and use of the industrial monuments and to represent the Foundation in the public.
(8) The Foundation’s board of trustees constitutes a quorum when more than half of the members are present. They take decisions by simple majority on votes of the present or representing members of the Foundation’s board of trustees. In the event of a tied vote, the vote of the chairman or chairwoman shall be decisive. The Foundation’s board of trustees can also make its decision in a written procedure. The Foundation’s board of trustees can draw up its own rules of procedure, in which further details, especially regarding invitations to meetings and how they are conducted, can be regulated.
§ 7 – The Foundation’s Executive Board
(1) The Foundation’s executive board consists of the chairwoman or chairman whose representative in each case and up to three additional members are all appointed by the Foundation’s board of trustees for five years. § 6 para. 6 applies accordingly. When a member of the executive board leaves office, the successor will be appointed by the Foundation’s board of trustees. Until the Foundation’s executive board is appointed by the Foundation’s board of trustees, the Foundation’s executive board is comprised of the following persons:
- Director-General (Ministerialdirigent) Dr. Wolfgang Roters as Chairman,
- Mr. Karl Kleineberg as Representative of the Chairman,
- Director of the Association Dr. Gerd Willamowski as an additional member and
- Mr. Wilfried Beimann as an additional member.
(2) The executive board represents the Foundation in and out of court. It has the function of a legal representative. It acts through its chairwoman or chairman or their representative in each case and an additional member.
(3) In the scope of the foundation law and this Statute, the executive board shall fulfill the will of the founders as effectively as possible. Its task is especially
- (a) to develop the annual work program, the business plan and mid-term finance plan as well as the annual financial statement provided this is not the task of executive management,
- (b) to administer the Foundation’s assets including bookkeeping, insofar as this is not the task of executive management pursuant to the rules of procedure,
- (c) to appoint executive management, determine remuneration and monitor executive management, and
- (d) to issue rules of procedure for the executive board and executive management.
(4) At the behest of the Foundation’s executive board, the Foundation’s annual financial statement shall be reviewed by an auditor, an auditing firm or another suitable institution.
(5) The regulations as set forth in § 6 para. 8 apply accordingly for the executive board’s quorum and decision-making.
§ 8 – Executive Management
Executive management consists of at least one person.
- manages ongoing business activities pursuant to the regulations stipulated for executive management in the rules of procedure;
- reports to the executive board and is bound by its instructions
- has the legal status of a special representative within the meaning of § 30 of the German Civil Code (BGB).
Additional persons can be assigned to executive management for the evaluation of technological or industrial history or cultural issues.
§ 9 – Adaptation of the Foundation to Changed Circumstances
(1) The Foundation’s board of trustees can decide, with a majority of ¾ths of its members, on a change of the provisions regarding the Foundation’s purpose and the manner in which it is realized in § 2. The Foundation’s executive board shall be heard beforehand regarding this. The new or modified purpose of the Foundation must be non-profit and lie in the field of the preservation of monuments.
(2) The Foundation’s board of trustees decides on amendments to the Statute that do not refer to the Foundation’s purpose with the majority of its members. The Foundation’s executive board shall be heard beforehand regarding this.
§ 10 – Dissolution of the Foundation
With a majority of ¾ths of its members, the Foundation’s board of trustees can decide to dissolve the Foundation if the circumstances no longer allow the Foundation’s purpose to be fulfilled on a lasting and sustainable basis. The Foundation’s executive board shall be heard beforehand regarding this.
§ 11 – Accrual of Assets
In the event that the Foundation is dissolved or liquidated, its assets shall be transferred to a statutory body under public law or another tax-privileged body for the purpose within the meaning of § 2 of the Statute.
§ 12 – Position of the Tax Authority
Irrespective of the permit requirements resulting from the foundation law, decisions on modifications to the Statute and the dissolution of the Foundation must be reported to the responsible tax office. Consent by the tax office must be obtained for amendments to the Statute that concern the Foundation’s purpose.
§ 13 – Foundation’s Supervisory Authority
The Foundation’s supervisory authority is the District Government in Düsseldorf, the highest Foundation’s supervisory authority is the Ministry of the Interior of the State of North Rhine-Westphalia. The Foundation’s supervisory authority-related authorization and approval powers must be observed.
Revised version from October 2007