Foundation

(1) A foundation under the name “Hessische Kulturstiftung” (“Hessian Cultural Foundation”) is established.
(2) It is a foundation under civil law with legal capacity.
(3) The foundation is domiciled in Wiesbaden.

1) The purpose of the Hessische Kulturstiftung (hereinafter referred to as the Foundation) is to support and preserve art and culture in the State of Hesse.

In particular, it is responsible for supporting museums, libraries, and archives by acquiring and preserving particularly valuable cultural assets, artworks, and collections of outstanding significance. The Foundation can moreover support important projects for the documentation and presentation of art and history, insofar as they are of special interest, and can undertake special initiatives to promote emerging artists. The Foundation also fulfils its purpose through the procurement of funds and their distribution to other tax-exempt entities or legal entities governed by public law for the support of art and culture in the State of Hesse within the meaning of Section 58(1) Abgabenordnung (AO, German Fiscal Code). 

It pursues exclusively and directly public-benefit purposes as defined in the section entitled “Steuerbegünstigte Zwecke” (“Tax-privileged purposes”) of the German Fiscal Code in its currently applicable version. The Foundation operates on a non-profit basis and does not primarily pursue its own economic interests.

(1) Upon its establishment, the State of Hesse endowed the Foundation with 10,737,129 euros (equivalent to 21 million deutschmarks) in endowment capital and has increased the endowment capital in subsequent years through additional contributions.

(2) In compliance with the state budget, the State of Hesse annually allocates contributions to the Foundation for use as available Foundation funds. These contributions are intended to fulfill the foundation's purpose as set forth in § 2.

(3) The Foundation’s assets increase through additional endowments designated for this purpose by other donors and the State of Hesse.

(4) The Foundation's assets must be preserved in their entirety in order to ensure the fulfilment of the Foundation's purpose in the long term. The Foundation Board of Trustees can decide that the income from the Foundation’s assets and contributions from other sponsors be added to the Foundation’s assets, in accordance with tax law, if and for as long as this is necessary to ensure that the Foundation can continue to fulfil its tax-privileged purpose in the future.

(5) In addition, the state provides the foundation with annual contributions, in accordance with the state budget, to enable it to carry out its ongoing duties.

(6) The Foundation fulfils its purposes with the income generated by the Foundation's assets, the donations and endowments from other sponsors, and the contributions from the State of Hesse.

(7) The Foundation's funds may only be used for lawful purposes. No person may be favoured by expenditures unrelated to the Foundation's purpose or by disproportionately high remuneration. The founder shall receive no payments from the Foundation's funds.

(8) Within the limits of fiscal law, objects, works, goods, or collections acquired by the Foundation shall, in principle, be transferred to the ownership of the State for the realization of cultural purposes. The decision on this matter shall be taken by the Foundation Board of Trustees.

(1) The Foundation’s governing bodies are
– the Foundation Board of Trustees
– the Foundation Board of Directors

(2) No person may be a member of both of the Foundation’s governing bodies.

Upon the completion of their term of office, the appointed members of the Foundation Board of Trustees continue to perform their duties until their successors are appointed.

(1) The Board of Trustees is made up of the Minister-President of Hesse as chairperson, the Minister of Science and Art as vice-chairperson, and the Minister of Finances, as well as up to nine additional members whose selection also reflects the involvement of private donors in the Foundation’s activities.

(2) The members of the Board of Trustees are appointed by the state government for five-year terms. Reappointments are permitted, as are early terminations of the appointments for good cause. If a member of the Board of Trustees resigns before the end of their term of office, a successor is appointed for the remainder of the resigning board member’s term. 

(1) The Board of Trustees deliberates on and decides all matters falling within the scope of the Foundation’s activities. In particular, it is responsible for deciding on the use of the Foundation’s funds insofar as such matters go beyond the scope of day-to-day business.

(2) The Board of Trustees establishes the guidelines for the activities of the Board of Directors.

(3) The Board of Trustees also has the following duties:
1. to adopt rules of procedure for the Foundation
2. to establish the budget
3. to approve the annual financial statement and the annual report
4. to grant discharge to the Board of Directors 
5. to decide on motions to amend the Foundation’s charter and rules of procedure and on the merger or dissolution of the Foundation in accordance with Section 10
6. to select the annual auditors and the auditors for special audits.

(4) Service on the Board of Trustees is voluntary.

(5) Members of the Board of Directors may attend the meetings of the Board of Trustees in an advisory capacity.

(1) Resolutions by the Board of Trustees require a three-quarters majority of the votes cast. The Board of Trustees has a quorum if the members have been duly invited and more than half of the members as defined in Section 5(1), including the chairperson or vice-chairperson, are present. Absent members of the Board of Trustees may participate in the Board’s decision-making process by having their votes submitted in writing. Such written votes may be submitted by other members of the Board of Trustees.

(2) Resolutions may also be adopted outside of meetings through written statements submitted by the members entitled to vote. Resolutions by the Board of Trustees adopted in writing, by telegram, by telephone, through a written circulation procedure (including by email), or via telephone or video conference are permissible provided that no member of the Board objects to this procedure. Section 7(1) applies mutatis mutandis.

(1) The Foundation's Board of Directors consists of a chairperson and at least one other member, who are appointed to the office by the state government. Members of the Board of Directors may serve in a salaried or volunteer capacity, receiving, in the latter case, reasonable compensation for their services.

(2) The appointment is for a term of up to five years; the Board of Trustees may terminate the appointment early for good cause.

(3) The Board of Directors manages the Foundation, conducts its day-to-day business, and ensures the preparation and implementation of the Board of Trustees' resolutions. In particular, it is responsible for submitting the annual report and drawing up the financial plan and the annual financial statement, consisting of the balance sheet and the profit and loss statement. All other powers are defined in the Foundation’s rules of procedure.

(4) To carry out the duties stated above, an administrative office staffed by full-time employees is established. The costs are borne by the Foundation. Further details are set forth in the Foundation’s rules of procedure.

(5) The Board of Directors represents the Foundation in and out of court. Declarations of intent made by the Board of Directors are binding if they are issued by the chairperson and one other member of the Board of Directors.

(1) At the end of each financial year (calendar year), the Board of Directors must have the statements of the Foundation’s income and expenditures and of its assets (financial plan and annual financial statement, consisting of the balance sheet and profit and loss statement) audited by a publicly appointed auditor or a recognized auditing firm.

(2) The state audit office also has the right to carry out audits.

(1) Resolutions on amendments to the Foundation charter and on the dissolution or merger of the Foundation require a three-quarters majority of the members of the Board of Trustees. No material change in circumstances is required for such resolutions.

(2) In the event that the Foundation is terminated or dissolved or its tax-privileged purposes cease to exist, the Foundation’s assets shall pass to the State of Hesse or to another tax-privileged body for the purpose of promoting art and culture in the State of Hesse.

The Foundation is subject to oversight in compliance with the respective laws governing foundations.

This charter becomes effective on 10 November 2021 and replaces the charter of 11 September 2017, which was in effect until that date.