The City of Leipzig is establishing a dependent foundation to be known as the “Felix Mendelssohn Bartholdy Foundation” [in German: Felix-Mendelssohn-Bartholdy-Stiftung] and is assigning the administration of the assets and income of the Foundation, together with any endowments, bequests and donations, by means of a Trust Agreement to the International Mendelssohn Foundation [Internationale Mendelssohn-Stiftung e.V.], hereinafter referred to as the “Agency”.
The text of the Constitution of the Felix Mendelssohn Bartholdy Foundation is as follows:
§ 1 Name, Legal Form, Registered Office, Accounting Year
1.1. The full name of the Foundation is “The Felix Mendelssohn Bartholdy Foundation” [in German: Felix-Mendelssohn-Bartholdy-Stiftung]. It is a dependent foundation in law set up for the raising and expenditure of funds.
1.2. The registered office of the Foundation is at the registered office of the International Mendelssohn Foundation [Internationale Mendelssohn-Stiftung e.V.] in Leipzig.
1.3. The accounting year of the Foundation is the accounting year of the Agency.
§ 2 Purpose of the Foundation
2.1. The purpose of the foundation is to work at the international level, maintaining and caring for the artistic and societal legacy of Felix Mendelssohn Bartholdy, composer, Director of Music at the Gewandhaus and founder of the Leipzig Conservatoire – the first conservatoire in Germany; to promote music education and training in the spirit of Felix Mendelssohn Bartholdy; and to collect money and pass this on to tax-privileged corporations and foundations or corporations under public law on condition that the money is used for a purpose which is in accordance with the purpose of the Foundation.
2.2. The purpose of the Foundation is achieved in particular by
– contributions to help free the Mendelssohn House in Leipzig from encumbrances and to support and maintain the building and the museum located in it.
2.3. The purpose of the Foundation is further achieved by
- support for the publication of the complete works of Mendelssohn (a project of the Saxony Academy of Sciences [Sächsische Akademie der Wissenschaften] in Leipzig) and the publication of Mendelssohn’s letters (a project of the German Research Foundation: [Deutsche Forschungsgemeinschaft]),
- promotion of the Mendelssohn Festival and of concerts,
- the allocation of bursaries to particularly gifted artistes; the Executive Board of the Foundation will draw up guidelines for the allocation of grants and publish these by agreement with the Finance Department in the official gazette of the City of Leipzig.
§ 3 Charitable Status
3.1. The Foundation pursues purposes which are exclusively and directly for the public benefit within the meaning of the section of the Fiscal Code headed “Purposes entitled to tax relief” [“Steuerbegünstigte Zwecke”] in the version in force at the time.
3.2. The Foundation works altruistically; it does not give priority to its own business purposes.
3.3. The Foundation’s funds may only be used for purposes in accordance with its Constitution.
3.4. The Foundation may also donate its funds to other corporations which are also tax-privileged to use for the purposes named in § 2.
3.5. No person may benefit from disbursements which are not in accordance with the purpose of the Foundation or as a result of disproportionately high remuneration.
3.6. No legal claim exists to donations from the Foundation’s funds.
§ 4 Assets of the Foundation
4.1. The assets of the Foundation consist of a sum amounting to 250,000.00 EUR (in words; two hundred and fifty thousand euros),
- of which 69,654.31 EUR were made available during the financial year 2003 and
- 180,345.69 EUR were made available during the financial year 2004 by the City of Leipzig for the purposes of the Foundation;
- as well as endowments, investment income, bequests and donations.
4.2. Any further donations on the part of benefactors or third parties which are expressly given for this purpose (endowments) will be added to the assets of the Foundation. The Foundation may accept these endowments and other bequests and donations. Other bequests and donations may be added to the Foundation’s assets insofar as this is not damaging to the charitable status with regard to taxation.
4.3. The Executive Board decides how the Foundation’s funds are to be used.
4.4. Reserves may be built up insofar as this is not damaging to the charitable status with regard to taxation. The Foundation may also allocate its funds in whole or in part to a reserve fund in order to realise the Foundation’s material projects.
4.5. The Foundation’s assets may be transferred to an independent foundation with charitable status established by the Agency and with the same foundation purpose if the Executive Board has agreed unanimously to this transfer.
§ 5 Organs of the Foundation
5.1. The organs of the Foundation are the President, the Executive Board and the Board of Trustees.
5.2. The organs carry out their work in an honorary capacity. Any
necessary disbursements to a maximum of 150.00 EUR are refunded in individual cases. The Executive Board decides whether the refund will be given.
§ 6 President
The President represents the Foundation in public. The office of President is held by the Chairman of the Executive Board of the International Mendelssohn Foundation.
§ 7 Executive Board
7.1. The Foundation’s Executive Board consists of at least three persons and their Deputies. The members of the Executive Board are: the Lord Mayor of the City of Leipzig who chairs the Executive Board of the Foundation, the Director of the Gewandhaus and the Vice-Chairman of the Executive Board of the International Mendelssohn Foundation. Each member of the Executive Board nominates his own Deputy himself.
7.2. The members of the Executive Board and their Deputies are appointed for the duration of their term of office by the City of Leipzig, the Leipzig Gewandhaus and the International Mendelssohn Foundation.
7.3. The Executive Board may draw up its own rules of procedure.
§ 8 Duties of the Executive Board
8.1. The Executive Board oversees the administration of the assets and conduct of the business by the Agency. It is entitled to give instructions to the Agency and to ask the Agency for information about all issues concerning the administration of the assets and conduct of the business in accordance with the Trust Agreement of today’s date, including outside of the regular reporting.
8.2. The tasks to be carried out by the Executive Board include in particular the taking of decisions on:
a) measures to realise the purpose of the Foundation and to utilise the Foundation’s funds,
b) the annual business plan to be drawn up by the Agency,
c) the audited accounts to be drawn up by the Agency which must include a summary of the assets and business and situation reports as per § 12,
d) the nomination of a new Agency as per § 13 Clause 3.
8.3. The decisions of the Executive Board must be forwarded immediately to the Agency.
§ 9 Quorum and Passing of Resolutions by the Executive Board
9.1. The Executive Board is quorate if at least two members or their Deputies are present. The Lord Mayor of the City of Leipzig or his Deputy and the Vice-Chairman of the Executive Board of the International Mendelssohn Foundation or his Deputy must in any case be present.
9.2. The Executive Board passes resolutions by the simple majority of the members present but not against the vote of the Lord Mayor of the City of Leipzig or his Deputy. In the event of a tie the Chairman has the deciding vote.
9.3. If resolutions are to be passed by circularising, the consent of all members of the Executive Board to this procedure is required.
9.4. Meetings of the Executive Board are held as required but not less than once a year.
§ 10 Board of Trustees
10.1. The Foundation has a Board of Trustees consisting of at least five persons. These may include benefactors, people who have made endowments, financial contributions or donations, or other people who have rendered outstanding services to the concerns of the Foundation and wish to serve the purpose of the Foundation in a particular way.
10.2. The members of the Board of Trustees are appointed by the Executive Board for a term of five years; they may be reappointed.
10.3. The Board of Trustees chooses from among its own members a Chairman and a Vice-Chairman. The Board of Trustees may draw up its own rules of procedure. It meets at least once a year.
§ 11 Duties and Passing of Resolutions by the Board of Trustees
11.1. The Board of Trustees advises the Executive Board in all matters relating to the Foundation. It may make proposals to the Executive Board for measures to realise the purpose of the Foundation and for the use of the Foundation’s funds.
11.2. The Board of Trustees is quorate if the Chairman or his Deputy and at least two other members are present.
11.3. The Board of Trustees passes resolutions by the simple majority of the members present. In the event of a tie the Chairman has the deciding vote or, if he is unable to attend, the Vice-Chairman.
11.4. If resolutions are to be passed by circularising, the consent of all members of the Board of Trustees to this procedure is required.
§ 12 Management
12.1. The Agency draws up a business plan in good time before the start
of the accounting year. The business plan is in the form of an income/expenditure account showing assets and liabilities. A mid-term financial plan must be attached. Fundamental assumptions made in the business plan must be justified in a commentary and an explanation given of any changes.
12.2. The end of year accounts must be drawn up by the Agency within
the first three months following the end of the accounting year and presented to Leipzig City Council for auditing.
12.3. The Executive Board of the Agency presents the audited end of year accounts, business and situation reports and a proposal regarding the use of any annual profit or the manner of dealing with any annual loss to the Executive Board of the Foundation within six months of the end of the accounting year.
12.4. Leipzig City Council has the right to inspect the accounts and management of the Foundation at any time. In addition, the Audit Office of Leipzig City Council has rights as per § 96 Clause 2 Items 2 and 2a of the Saxony Local Government Code [Sächsische Gemeindeordnung] in the version dated 18th March 2003 for the purposes of an audit of the work and an audit of the budgeting and business management.
§ 13 Agency
13.1. The Agency of the Foundation is the International Mendelssohn Foundation, a registered association with its registered office in Leipzig.
13.2. The Agency administers the assets and manages the business of the Foundation according to the instructions of the Executive Board, in accordance with the standards set by this Constitution and the Trust Agreement of today’s date and the legal regulations.
13.3. If for material or legal reasons the Agency is no longer in a position to administer the Foundation’s funds according to instructions and to manage the business of the Foundation, the Foundation’s Executive Board decides whether to transfer the Foundation’s funds as available at that time to another Agency.
§ 14 Dissolution of the Foundation, Alterations to the Constitution
14.1. Dissolution of the Foundation, transfer of the Foundation’s assets as per § 4 Clause 5, merger with another foundation or alterations to the Constitution, in particular any alteration to the purpose of the Foundation, require in each case a unanimous resolution on the part of the Executive Board of the Foundation and the agreement of the Board of Trustees as per § 11 Clause 2 of this Constitution.
14.2. Any alterations to the Constitution which affect the purpose of the Foundation require the agreement of the Finance Department responsible.
§ 15 Accrual of the Foundation’s Assets
In the event of the dissolution of the Foundation or the cessation of the tax-privileged purposes, the assets of the Foundation will pass to the City of Leipzig, which must use them directly and exclusively for charitable purposes within the meaning of § 2 of this Constitution. Resolutions regarding the future use of the Foundation’s assets may only be made with the agreement of the Finance Department. This applies even if no trust agreement is concluded with a new agency at the time the Trust Agreement with the present Agency ends.
Leipzig, 16th October 2003