Statutes of the Planet Bambi – Gisela and Theo Grabowski Foundation in Thannhausen Preamble The Planet Bambi – Gisela and Theo Grabowski Foundation is an initiative by Gisela Grabowski to fulfill a lifelong dream of her late husband Theodor Karl Grabowski. Theo was a passionate hunter, naturalist, and collector. He was fascinated by local roe deer and crayfish as well as the lives of foreign indigenous peoples and animal species. His profound knowledge of red deer, fallow deer, wild boar, and roe deer enabled Theo to provide medical care and raise the animals in his wildlife park in a species-appropriate manner. Gisela Grabowski lovingly supported her husband in this and further encouraged his interest in art and culture. The reason for establishing this foundation under civil law in 2020 is to promote awareness of the socio-ecological balance between humanity, nature, and technology. Her ties to the town of Thannhausen and the Mindel Valley on the one hand, and her international outlook on the other, prompted the founder to make both regional projects and global educational concepts the focus of this foundation. In keeping with the founder's vision, the Planet Bambi – Gisela and Theo Grabowski Foundation operates in the fields of education, nature and the environment, as well as art and culture. She initiates, designs, and implements most of her projects herself and also supports the implementation of outstanding ideas from other institutions. Projects are implemented with a wide variety of partners, including other foundations and associations that pursue similar goals. The foundation provides its services from its own resources. Interested parties are welcome to support the foundation's objectives through donations and contributions. § 1 Name, Legal Status, Registered Office (1) The foundation bears the name "Planet Bambi – Gisela and Theo Grabowski Foundation" (short name: Planet Bambi). (2) It is a legally independent foundation under civil law with its registered office in Thannhausen and pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes". § 2 Purpose of the Foundation (1) The purpose of the Foundation is to promote - education and training - environmental and nature conservation - art and culture (2) To the extent that the Foundation's resources permit, the Foundation's purposes will be realized in particular through: - the implementation of its own projects to promote the interplay of a livable and future-oriented nature and environment that contribute to the harmony of people, nature, and technology - the implementation of its own projects with socio-ecological objectives in the areas of education, art, culture, and the environment - the development of its own training materials to promote knowledge about the interplay between people, nature, and technology - the promotion of projects that are suitable for supporting people, nature, and technology in the areas of education, nature, the environment, and art and culture, and for promoting knowledge about the interplay between people, nature, and technology. This list is not intended to be exhaustive. Rather, other measures that appear suitable and serve to support people, nature, and technology may also be taken. (3) The purpose of the foundation is also to raise funds in accordance with Section 58 No. 1 of the Fiscal Code (AO) for the non-material and financial support of the purposes named in paragraph 1 for the realization of the tax-privileged purposes of another tax-privileged corporation or for the realization of tax-privileged purposes of a corporation under public law. (4) The foundation does not have to pursue all purposes simultaneously and to the same extent. The foundation’s board decides which of the purposes is pursued and to what extent. (5) The foundation may, under the conditions of Section 57 Paragraph 1 Sentence 2 of the Fiscal Code (AO), enlist the help of auxiliary persons to carry out its projects. (6) In principle, the foundation decides freely, but depending on available funds, which purposes it supports, which method of realizing the purposes it chooses, and the extent to which the support or operational activities are carried out. (7) The foundation is politically independent. § 3 Commercial Businesses, Corporations, Dependent Foundations (1) The Foundation may establish and maintain commercial business enterprises and tax-privileged and tax-liable corporations to raise funds, participate in such businesses, or take them over completely. (2) The Foundation is also entitled to assume the sponsorship of dependent foundations, provided their activities are consistent with the purposes of the Foundation according to § 2 paragraph (1). § 4 Restrictions (1) The Foundation operates selflessly. It does not primarily pursue its own economic interests. It may not benefit any legal or natural person through expenditures that are unrelated to the purpose of the Foundation or through disproportionately high support, donations, or remuneration. (2) The beneficiaries of the Foundation have no legal claim to benefits from the Foundation under these Articles of Association. § 5 Endowment Assets (1) The assets allocated to the Foundation for the permanent and sustainable fulfillment of its purpose (endowment assets) must be maintained at their full value. (2) Additional donations (contributions to the endowment capital) are permitted: a) in the case of donations made upon death if the testator has not specified that the funds are to be used for the ongoing expenses of the foundation, b) in the case of donations where the donor expressly declares that the donations are intended to provide the foundation with assets or to increase its assets. (3) The endowment capital may be reallocated to maintain its value or to strengthen its earning power. By resolution of the foundation’s board of directors, profits from reallocation may also be used in whole or in part for statutory purposes. (4) In order to ensure the foundation’s financial capacity, reserves should be created to the extent permissible for tax purposes. § 6 Expenditure assets In addition to the endowment capital (§ 5), expenditure assets amounting to €300,000 are contributed to the foundation, which may be used directly to achieve its purpose. § 7 Foundation Funds (1) The Foundation shall fulfil its tasks 1. from the income from the Foundation’s assets (core assets and other assets), 2. from donations, insofar as they are not intended by the donor to increase the core assets; § 4 Paragraph 2 Sentence 2 remains unaffected. (2) All funds may only be used for the purposes stated in the Articles of Association. The Foundation may use a portion, but no more than one-third, of its income to appropriately support the Founder and her immediate family, to maintain their graves and to honour their memory (§ 58 No. 6 AO). (3) Reserves may be created within the framework of tax law, in particular to the extent that this is necessary to maintain the core assets at their full value and to be able to fulfil the tax-privileged statutory purposes on a permanent and sustainable basis. § 8 Foundation Bodies (1) The sole body of the Foundation is the Board of Directors. (2) The members of the Foundation's Board of Directors are obliged to manage the foundation conscientiously and economically. (3) Work on the Foundation's Board of Directors is voluntary. Any expenses incurred will be reimbursed. If the circumstances of the foundation permit, appropriate compensation – including a lump sum – may be agreed upon for individual or multiple members of the Foundation's Board of Directors. (4) The members of the governing bodies are only liable for intent or gross negligence. § 9 Foundation's Board of Directors (1) The Foundation's Board of Directors consists of two to four members. The founder is a lifelong member. During her lifetime, the founder is Chair of the Board of Directors and also appoints the Deputy Chair and the other Board members for as long as she remains on the Board. The founder is entitled to resign from office at any time. The members of the Board of Directors are appointed by the Chair for a term of three years; in the event of a Board member's premature departure, the new member is appointed only for the remainder of the term. Reappointments are permitted. A departing member remains in office until the appointment of the successor member - at the request of the Chair of the Board of Directors. (2) If the founder is no longer a member of the Board of Directors, the Board of Directors shall elect a new Chair and a Deputy Chair from among its members for a term of three years, who shall represent the Chair in all matters in the event of their absence. (3) The Board of Directors should, if possible, include a family member of the founder. As long as family members serve on the Board of Directors, the Chair shall be appointed from the family circle. (4) Membership in the Board of Directors ends - except in the case of death - 1. upon resignation, which may be declared at any time, 2. upon expiration of the term of office, 3. upon the legally binding determination of incapacity to conduct business or upon the appointment of an official guardian, 4. upon dismissal by the Board of Directors for good cause; culpable conduct on the part of the member concerned or damage caused to the foundation need not be present. The member concerned must be heard before dismissal. An important reason for a member to resign exists, for example, if - they misuse the foundation's assets for their own purposes or purposes unrelated to the statutes, - they violate their reporting and submission obligations, - they intentionally deceive the other members of the foundation's board of directors about legally relevant facts, - they are no longer capable of proper management, - the relationship of trust between them and the appeals body has broken down, - a rift with other members of the foundation's board of directors significantly jeopardizes constructive cooperation for the benefit of the foundation. § 10 Representation of the Foundation, Duties of the Foundation's Board of Directors, Management (1) The Foundation's Board of Directors represents the foundation in court and out of court. It has the status of a legal representative. Its members are authorized to represent the foundation individually. Internally, the chairperson represents the foundation alone; in the event of their inability to do so, the deputy chairperson represents the foundation. (2) The Foundation's Board of Directors manages the day-to-day business of the foundation. It must fulfil the wishes of the founder as effectively as possible within the framework of the Foundation Act and these Articles of Association. The tasks of the Foundation Board include, in particular, 1. preparing the Foundation’s budget, 2. submitting proposals for the use of the income from the Foundation’s assets and the expenditure of certain donations, 3. proper bookkeeping and collection of receipts and supporting documents, 4. preparing the annual financial statements (closing accounts and statement of assets), preparing the report on the fulfilment of the Foundation’s purpose and submitting the documents required for the audit to the Foundation Supervisory Authority within six months of the end of the financial year. (3) At the request of the Foundation Supervisory Authority, the Foundation Board must have the Foundation’s annual financial statements audited by an auditing association, an auditor or a sworn auditor. The audit and the certificate stating the results of the audit must also cover compliance with the principles of proper accounting, the undiminished preservation of the endowment capital, the intended use of its income and the consumption of donations designated for their use. (4) The financial year is the calendar year. (5) The provisions of Section 11 of these Articles of Association apply accordingly to the business operations of the Board of Directors. The Board of Directors may adopt rules of procedure. (6) Meetings of the Board of Directors are convened by the Chair or the Deputy Chair as needed, but at least once a year, with an agenda and 14 days' notice, unless extraordinary circumstances require a shorter notice period. A Board member may be represented at the meeting by another Board member. No Board member may represent more than one other Board member. (7) The Board of Directors has a quorum if it has been duly convened and at least two members, including the Chair or Deputy Chair, are present. Defects in the summons are deemed to be remedied if all members are present and discuss the agenda without objection. (8) If a member who was inadequately summoned is not present, the inadequate summons can be remedied by subsequent approval of the resolutions by the member concerned. (9) The Board of Directors takes its decisions by a simple majority of the members present, with the exception of decisions pursuant to Section 14 of these Articles of Association. In the event of a tie, the Chair or, if he or she is unable to attend, the Deputy Chair shall have the casting vote. (10) A member of the Board of Directors does not have the right to vote if the resolution concerns the conclusion of a legal transaction with the member of the Board of Directors, the initiation or settlement of legal proceedings between the Foundation and the member of the Board of Directors, or donations from the Foundation’s funds to a corporation in which the member of the Board of Directors holds a position on the Board of Directors or another body. (11) Minutes must be taken of the meetings. They must be signed by the chair or their deputy and brought to the attention of the other members of the foundation's board of directors. (12) Written resolutions by circulation are permissible if no member of the foundation's board of directors objects. The written form is also deemed to be maintained by telex, email or other documentable transmission of the vote in electronic form. This does not apply to decisions pursuant to Section 9 of these Articles of Association. Section 11 Board of Trustees and Advisory Bodies (1) The foundation may convene a board of trustees and other advisory bodies by resolution of the foundation's board of directors. (2) Independent individuals who are suitable to promote the foundation's concerns and purposes, to enrich its work with their expertise or to represent the foundation's concerns in public should be appointed to the board of trustees or other advisory bodies. (3) The task of the board of trustees or other advisory bodies is to advise the foundation's board of directors. Decision-making powers for the foundation may not be transferred to these bodies. (4) The members of such bodies are appointed for a term of three years; reappointment is permitted. If a member leaves early, a new member is appointed for the remaining period. (5) Dismissal by the Board of Trustees for important reasons is possible. (6) The Board of Trustees and the other advisory bodies are self-organizing. (7) The bodies should meet at least once a year. The members of the Board of Trustees are invited to attend the meetings of the Board of Trustees and the advisory bodies, unless the bodies unanimously decide to meet without guests. (8) The members of the bodies work for the foundation on a voluntary basis. Cash expenses can be reimbursed. § 12 Amendments to the Articles of Association, Transformation and Dissolution of the Foundation (1) Amendments to the Articles of Association are permissible insofar as they appear necessary to adapt to changed circumstances. The statutory requirements for tax exemption must not be omitted. To the extent that changes to the statutes could affect the foundation's tax-exempt status, they must be submitted to the responsible tax authority. (2) Changes to the foundation's purpose are only permissible if its fulfillment becomes impossible or if circumstances change to such an extent that fulfilling the foundation's purpose in its current form no longer appears sensible. The transformation and dissolution of the foundation are governed by statutory provisions. (3) Resolutions pursuant to paragraphs 1 and 2 can only be passed at a meeting in the presence of all members of the foundation's board of directors. They require the consent of all members of the foundation's board of directors. The resolutions only become effective after approval by the foundation supervisory authority (§14). § 13 Transfer of Assets If the foundation is dissolved or if its tax-exempt purposes cease to exist, the foundation's assets shall be transferred to a legal entity under public law or another tax-exempt corporation to be jointly determined by the foundation's board of directors. This corporation must use the assets directly and exclusively for non-profit and charitable purposes, taking into account the foundation's purpose. § 14 Foundation Supervision (1) The foundation is subject to the supervision of the Swabian government in Augsburg. (2) The foundation's board of directors must notify the foundation supervisory authority of any changes to the foundation's address, authority to represent, or composition of its governing bodies, as well as any revocation of the foundation's non-profit status by the tax office. § 15 Position of the tax office: Notwithstanding the approval requirements arising from the Foundation Act, resolutions regarding amendments to the foundation's statutes and the dissolution of the foundation must be reported to the competent tax office. For amendments to the statutes that affect the foundation's purpose, the tax office's opinion on tax exemption must be obtained beforehand.
