Articles of Incorporation - Stiftung Liebenau
Stiftung Liebenau was founded in 1873 by an association of Tettnang citizens initiated by Chaplain Adolf Aich. It provides social services, health care and education as a charitable foundation that, according to the wishes of its founders, "is and shall remain an exclusively private institution rooted in the values of Christian charity and brotherly love (...) and shall remain firmly established on the basis of the Roman Catholic Church.
Section 1: Legal Form, Name, Registered Office
(1) Stiftung Liebenau is a private-law foundation affiliated with the Roman Catholic Church. It was established as a legal entity under the name Stiftung Liebenau by royal decree of September 10, 1873.
(2) The foundation's registered office is in Liebenau, which is located in the municipality of Meckenbeuren in the Bodenseekreis district of Baden-Württemberg.
Section 2: Christian Values
Christian values and the Christian understanding of humanity are and shall remain the basis of all the foundation's activities.
Section 3: Mission
(1) The mission of the foundation is:
- To provide education and training, employment, medical treatment, nursing care, and other forms of care and assistance, in particular to individuals with disabilities or illnesses, the elderly, and individuals who are otherwise disadvantaged or dependent on the help of others
- To provide assistance and services for individuals in need of special support
- To help prevent situations of need and dependence, promote the integration of the above-mentioned groups of people into society, and promote and support social relations in accordance with the principles of solidarity and subsidiarity
- To identify emerging problem areas, improve established services and forms of assistance and support for the groups of people specified above, and develop and test new models and approaches for offering such assistance and support
- To offer education and continuing professional training for those who provide care, assistance and support to the groups of people specified above and to promote volunteerism
(2) To achieve its aims, the foundation can:
- Operate facilities that are legal entities in their own right or have a stake in such entities, support its own or legal entities or other entities with a similar mission by providing loans, grants and non-cash donations or by other means, and procure funds for such purposes
- Provide services that further the aims of the foundation as described in these Articles of Incorporation, either in return for payment or free of charge
- Promote the interests and welfare of the above-mentioned groups of people and provide them with assistance and support within the scope of legal requirements
(3) To fulfill its mission, the foundation can recruit help, either in return for payment or free of charge, and may delegate tasks to third parties, either in whole or in part.
(4) The foundation can pursue its mission both within Germany and abroad within the scope of legal requirements.
Section 4: Non-Profit, Charitable Status
(1) The foundation exclusively and directly pursues charitable purposes as defined in the section on tax-privileged purposes in the German tax code. The foundation does not seek its own benefit and its activities are not focused on financial gain. Its funds may be used only for the purposes specified in these Articles of Incorporation.
(2) No individual may benefit from expenditures that are alien to the foundation’s mission or from disproportionately high remuneration.
Section 5: Foundation Assets
(1) The foundation's assets include real estate, ownership stakes in companies, liquid assets, and intangible and other assets.
(2) The foundation's assets are to be preserved and appropriately managed.
(3) The foundation has the right, but not the obligation, to accept donations and endowments.
(4) The financial year is the calendar year.
Section 6: Governing Bodies
The foundation's governing bodies are:
- The Board of Directors
- The Supervisory Board
Section 7: Board of Directors
(1) The Board of Directors is made up of several individuals, one of whom should be a priest of the Diocese of Rottenburg-Stuttgart. The Board of Directors runs the foundation and is obliged to promote and protect its interests in all respects.
(2) The members the Board of Directors are full-time employees of the foundation. Members of the Board of Directors are elected by the Supervisory Board by secret ballot and are officially appointed by means of an employment contract signed by the Chairperson of the Supervisory Board.
(3) Two members the Board of Directors are authorized to jointly represent the foundation in dealings with third parties and in legal proceedings. The Supervisory Board has the right to grant sole power of representation.
(4) In the event that members of the Board of Directors are prevented from performing their duties, the Supervisory Board will appoint senior employees to represent them.
(5) The Board of Directors has the right to grant power of attorney to members of the Board of Directors or third parties. The Supervisory Board decides which criteria are to be applied in such cases.
Section 8: Supervisory Board
(1) The Supervisory Board is made up of between 9 and 15 individuals, three of which should be priests of the Diocese of Rottenburg-Stuttgart.
(2) The Supervisory Board elects its own members. Members are elected for a term of five years. Membership ends with a member's death, or when the respective member reaches the age of 75, resigns, or is removed from office as described in paragraph 3.
(3) The Supervisory Board has the right to remove one of its members from office on just and proper grounds, in which case the respective member has the right to be heard.
(4) The members of the Supervisory Board elect the Supervisory Board Chairperson and Deputy Chairperson from among their own number.
(5) The Supervisory Board can draw up rules of procedure for itself. The Supervisory Board has the right to form committees and determines the responsibilities and competencies of such committees. The purpose of such committees is to support the Supervisory Board, in particular in preparing for negotiations and decisions, and to monitor their execution. Those powers and approval requirements of the Supervisory Board described in Section 11 may not be delegated to committees. Committees must inform the Supervisory Board about their activities at regular intervals.
(6) Members of the Supervisory Board are entitled to receive reasonable payment and/or remuneration, the specific amount of which is determined by the Supervisory Board.
(7) Members of the Supervisory Board may be held liable provided there is intent or gross negligence, insofar as this is legally admissible.
Section 9: Relationship between the Board of Directors and the Supervisory Board
(1) The Board of Directors and the Supervisory Board work together in good faith to promote the interests of the foundation and discuss which principles are to be applied in the foundation's activities and which areas these activities should primarily focus on.
(2) The Board of Directors must inform the Supervisory Board of all important business.
(3) Once a year, the Board of Directors provides the Supervisory Board with a/an
- Financial Statement
- Activities Report
for the foundation and those companies in which it holds a direct or an indirect majority stake.
(4) Members of the Board of Directors are to be invited to attend all meetings of the Supervisory Board and have the right to participate in these meetings without the right to vote. However, members of the Board of Directors are excluded from participating on agenda items concerning one of their own number.
(5) The Supervisory Board can draw up rules of procedure for the Board of Directors.
(6) The Chairperson of the Supervisory Board represents the foundation vis-à-vis the Board of Directors.
Section 10: General Duties of the Supervisory Board
(1) The Supervisory Board acts in the foundation's best interests, with a particular view to its long-term benefit and continued existence.
(2) The Supervisory Board is responsible for the internal supervision of the foundation management and for performing the functions of an independent supervisory body as described in the state foundation laws. It has the duty to ensure that the foundation and its activities comply with relevant church and secular laws and the Articles of Incorporation, and in particular, that:
- The foundation's work serves its mission and the aims described in the Articles of Incorporation
- The non-profit and charitable character of the foundation's activities is maintained
- The Christian values and Christian focus of the foundation are upheld
- The foundation’s independence is preserved
- The foundation’s assets are conserved
- The foundation and its accounts are managed in accordance with established norms
Its supervisory duties also include ensuring that the foundation acts in accordance with the Articles of Incorporation with regard to the companies in which it has a direct or indirect stake.
(3) The Supervisory Board has the right to ascertain that the foundation is accomplishing its mission and that the foundation’s assets are being used appropriately, and it has the right to review and inspect the foundation’s books, documents and assets for this purpose. It can assign these tasks to individual members, or in certain cases, to outside experts. (4) The Supervisory Board is obliged to object to any actions or omissions of or by the Board of Directors that contravene the law or the foundation's Articles of Incorporation. (5) The Supervisory Board can demand that the Board of Directors desist from any intended actions that contravene the law or these Articles of Incorporation and that any such actions that may have already been taken be corrected or reversed within a specified period of time. If the Board of Directors has neglected to take actions required by law or by these Articles of Incorporation, the Supervisory Board has the right to demand that these actions be taken.
Section 11: Special Duties of the Supervisory Board
(1) The Supervisory Board decides on the following matters:
- The election and appointment of members of the Board of Directors as well as their removal from office and dismissal
- Approval of the budget
- The appointment of an auditor for the Financial Statement
- Approval of the audited Financial Statement
- The discharge of the Board of Directors
- Advance approval of legal transactions between members of the Board of Directors and the foundation or the companies in which it has a direct or indirect stake, with the exception of day-to-day transactions
(2) The Supervisory Board decides on advance approval to allow the foundation or companies in which it has a direct or indirect majority stake to take the following steps:
- The taking over, transfer and closure of important facilities providing social services
- The taking out of loans
- The justification of other commitments when meeting these commitments might place a particular burden on the foundation’s assets
- The purchase, sale, or relinquishment of real estate and leasehold rights, even when no money is exchanged
- The mortgaging of real estate
- The acceptance of gifts or donations to which conditions or requirements are attached that would place a particular burden on the foundation’s assets
- The founding and dissolution of subsidiaries
- The acquisition of interests in companies or participation in legal entities
- The participation of third parties, in particular, their acquisition of interests in companies in which the foundation holds a direct or an indirect stake or their subsidiaries
(3) In the cases specified in paragraph 2, the Supervisory Board must also approve:
- Articles of incorporation and statutes, any changes made to such articles and statutes, and any changes in the ownership structure of such companies
- Legal transactions that could potentially compromise the foundation's key assets
4) Measures requiring internal approval may only be implemented after approval has been granted.
(5) The Supervisory Board may grant a general exemption from the requirement to obtain approval for certain types of measures and transactions that are normally subject to approval.
Section 12: Supervisory Board Meetings
(1) Meetings of the Supervisory Board are convened by the Chairperson in writing with two weeks notice or as otherwise agreed by the Supervisory Board. Supervisory Board meetings are held at least twice a year, or more often if needed, and are led by the Supervisory Board Chairperson.
(2) If all members agree, the usual form and notice period for invitations may be waived.
(3) The Chairperson of the Supervisory Board is obliged to convene a meeting of the Supervisory Board if this has been requested by at least three of the board's members, by the chancery of the Diocese of Rottenburg-Stuttgart, or by the Board of Directors.
(4) The Deputy Chairperson represents the Chairperson if necessary. In matters requiring internal approval, the Deputy Chairperson acts on the Chairperson's behalf only when requested to do so or when the Chairperson is prevented from fulfilling his or her duties.
(5) Minutes are to be taken at all Supervisory Board meetings and are to be signed by the Chairperson and the minute-taker and forwarded to all members of the Supervisory Board and the Board of Directors.
(6) As a general rule, decisions should be made in meetings. For particularly urgent matters, resolution by circulation is permissible if all members agree to the procedure, except in cases where Section 14 applies.
(7) Votes are cast by secret ballot.
(8) The Supervisory Board shall constitute a quorum if at least half of its members are present. Proposals are considered accepted if more than half of the members present vote in favor. When the circulation procedure is used, proposals are considered accepted if more than half of all members vote in favor.
(9) If an item on the agenda concerns a member of the Supervisory Board or a legal entity or association in which he or she is a member of a decision-making body, that member does not participate in the vote.
Section 13: Foundation Oversight
(1) As required by law, the foundation is subject to the oversight of the state of Baden-Württemberg and the Bishop of Rottenburg-Stuttgart.
(2) In particular, the Bishop von Rottenburg-Stuttgart exercises his oversight duties by:
- Ensuring that he is informed regularly about the activities of the foundation and companies in which it holds a stake
- Confirming or approving decisions in accordance with the diocesan regulations governing foundations, these Articles of Incorporation and the statutes of the companies in which the foundation holds a stake.
In its role as an independent supervisory body, the Supervisory Board works with the Bishop of Rottenburg-Stuttgart for the purposes of hierarchical oversight in accordance with the diocesan regulations governing foundations.
(3) Decisions of the Supervisory Board pertaining to the following matters require the approval of the Bishop of the Diocese of Rottenburg-Stuttgart to take effect:
- The appointment or dismissal of members of the Board of Directors
- The election, re-election, or removal from office of Supervisory Board members
- Amendments to the Articles of Incorporation
- Dissolution of the foundation
(4) As part of its disclosure requirements, the foundation provides the following documents to the Bishop of Rottenburg-Stuttgart once a year:
- Financial Statement
- Activities Report of the Foundation
- Activities Report of the Supervisory Board
Section 14: Applicability of the "Grundordnung des kirchlichen Dienstes"
The foundation applies the "Grundordnung des kirchlichen Dienstes" (basic regulations regarding employment by the Roman Catholic Church or institutions or facilities affiliated with it) in its currently valid form.
Section 15: Amendments to the Articles of Incorporation / Dissolution of the Foundation
(1) Any amendments to the Articles of Incorporation and the decision to dissolve the foundation require the approval of three-quarters of the Supervisory Board.
(2) In the event that the foundation is dissolved or loses its tax-privileged status, its assets devolve to the Diocese of Rottenburg-Stuttgart, which shall use them directly and exclusively for non-profit or charitable purposes in accordance with the intent of these Articles of Incorporation.
Section 16: Entry into Force of the Amended Articles of Incorporation
The amended Articles of Incorporation enter into force once they have been approved by the chancery of the Diocese of Rottenburg-Stuttgart and the Baden-Württemberg State Ministry of Education, Youth and Sports.
Liebenau, January 20, 2012