Statute

Philipp Otto Runge Foundation

Statute

Preamble

The foundation is intended to commemorate the great German painter Philipp Otto Runge (1777-1810) and his brother Johann Daniel Runge (1767-1856). When Philipp Otto Runge finally decided to become a painter in 1798, his brother financed his studies in Copenhagen and Dresden and supported the artist during his creative years in Hamburg. After his death, Daniel Runge supported the surviving family. In 1840, he published his brother's written legacy and thus made an important contribution to later Runge research. Thanks to Daniel's brotherly support, an important artistic oeuvre was created that paved the way and set the standard for Romanticism. A large part of the artworks belonging to it can be found in the Hamburger Kunsthalle and are among the most important parts of the collections of works of art in Hamburg.
Against this background, Philipp Otto Runge's great-great-great-grandson of the same name established a foundation with legal capacity to promote artists and Runge research. To this end, the founder gives it the following statutes.

§ 1
Name, legal form and registered office

The foundation bears the name: "Philipp Otto Runge Foundation".
It is a foundation with legal capacity under civil law and is based in the Free and Hanseatic City of Hamburg.

§ 2
Purposes of the foundation

(1) The purposes of the Foundation are

a) the promotion of younger visual artists in particular through exhibitions, scholarships, catalogs, purchases of works of art or related measures, and

b) the cultivation and research of the complete works of Philipp Otto Runge and the dissemination of knowledge about these works.

(2) The Foundation serves exclusively and directly charitable purposes within the meaning of the German Tax Code. It is selflessly active and does not primarily pursue its own economic purposes.

(3) The purposes mentioned in paragraph 1 are to be realized in close cooperation with the Hamburger Kunsthalle, which has promised all possible support for this purpose.

(4) Purchases of works of art are only permitted for the purposes of the Hamburger Kunsthalle (exhibition, research, archiving, cataloging, etc.). Any other use or sale of the works of art requires the consent of the director of the Hamburger Kunsthalle. The proceeds from the sale may only be used for the purposes specified in paragraph 1.

(5) The award criteria for scholarships shall be laid down in guidelines, which shall require the approval of the competent tax office even if they are amended.

§ 3
Foundation assets

(1) The foundation is endowed with assets, the amount of which is specified in the foundation agreement.

(2) The Foundation's assets may be increased by donations, endowments and other contributions from the founder or third parties. If these donations are not expressly dedicated to the assets, they shall be used exclusively, directly and promptly for the purposes specified in § 2. If the donor expressly so wishes, art prizes may also be financed by donations over and above the purposes specified in § 2 if they are associated with the name of Philipp Otto Runge.

(3) The Foundation's assets must be preserved as a matter of principle. They may only be sold or encumbered if equivalent assets are acquired from the proceeds. Reallocations of the Foundation's assets are permitted. In principle, only the interest and income from the assets and donations in accordance with paragraph 2 shall be used to achieve the Foundation's purposes, unless they increase the Foundation's assets.

(4) Depending on the respective needs, the Foundation may allocate all or part of its earnings to a reserve in order to sustainably fulfill its tax-privileged statutory purposes. All of the Foundation's assets are special-purpose assets within the meaning of the tax regulations.

§ 4
Investment of the Foundation's assets

(1) The Foundation's assets shall be invested as profitably as possible in secure assets that are to be selected with the care of a prudent businessman.

(2) The Foundation's funds may only be used for statutory purposes. The Foundation may not benefit any legal or natural person through expenditure that is alien to the purpose of the Foundation or through disproportionately high remuneration.

§ 5
Board of Trustees

(1) The Foundation is managed by a Board of Directors consisting of five members. The members of the Board of Directors are

a) the founder,
b) the wife of the founder,
c) the director of the Hamburger Kunsthalle,
d) a person to be nominated by the President of the Hamburg Department of Culture,
e) a person to be nominated by the Hermann Reemtsma Foundation, Hamburg.

The first Management Board is named in the foundation deed.
If the Management Board is not yet complete when the foundation is established or after the resignation of members of the Management Board, the existing members, provided they number at least three, shall temporarily form the Management Board within the meaning of these Articles of Association.

(2) The founder is also the Chairman of the Board of Directors. His or her deputy shall be elected by the Board of Directors. After the founder leaves, the Board of Directors elects a chairperson from among its members. Re-election is permissible.

(3) The term of office for members of the Board of Directors is five years. Reappointment is permitted.

(4) In the event of the founder or his spouse leaving the Board of Directors, the remaining members of the Board of Directors shall immediately appoint the respective new member.

(5) If there is good cause, the Management Board may dismiss a member of the Management Board by resolution. This resolution must be approved by all members of the Executive Board with the exception of the member to be dismissed.

(6) Paragraphs 3 and 5 do not apply to the founder, his wife and the director of the Hamburger Kunsthalle.

(7) As a rule, the Board of Directors makes decisions at meetings by majority vote. It is quorate if at least three members are present. It cannot decide against the vote of the founder. The Board of Directors shall determine the details in rules of procedure, which may also regulate the passing of resolutions in writing or by telephone, provided that all members of the Board of Directors are involved in the passing of resolutions and their correctness can be verified. A resolution passed by telephone requires the approval of at least three members of the Management Board.

(8) The activities of the Board of Directors are honorary. Cash outlays and expenses may be reimbursed in accordance with a Board resolution.

(9) Any changes within the Executive Board must be reported to the state supervisory authority without delay.

§ 6
Tasks of the Executive Board

The Board of Directors manages the foundation and makes all important decisions that serve to realize the foundation's purpose. It may be assisted by other persons in the preparation and implementation of its decisions.

§ 7
Management

(1) The Chairman shall manage the day-to-day business of the Foundation, unless this has been
paragraph 2 are assigned to other members of the Executive Board. As agreed, the Chairman shall be supported in his activities by the museum administration of the Hamburger Kunsthalle.

(2) The Management Board may entrust individual members of the Management Board with the management of certain areas of responsibility or business areas and grant them individual power of representation in this respect. § Section 6 sentence 1 remains unaffected.

§ 8
Representation of the Foundation

The members of the Management Board form the Foundation's Management Board within the meaning of Sections 86 and 26 of the German Civil Code. Except in the cases of § 7, two members of the Executive Board are authorized to represent the Foundation jointly.

§ 9
Annual report

(1) The Board of Directors shall submit a written report within three months of the end of the financial year. The report shall include overviews of income and expenditure as well as the status of assets.

2) The annual report and the management of the Foundation shall be audited by an auditor appointed by the Cultural Authority of the Free and Hanseatic City of Hamburg, independently of the rights of the Foundation Supervisory Board.

§ 10
Financial year

The financial year is the calendar year.

§ 11
Amendment of the Articles of Association

The Founder reserves the right to amend the Articles of Association, with the exception of the composition of the Board of Directors, in order to facilitate the fulfillment of the Foundation's purposes in accordance with § 2 or to add related purposes. For the same reasons, the Board of Directors may also decide to amend the Articles of Association. The Board of Directors may only amend the Foundation's purposes in order to adapt them to changed circumstances. The main features of the foundation must not be affected by this. Amendments to the Articles of Association by the Board of Directors require a unanimous resolution with the votes of all members. In any case, the amendment to the Articles of Association requires the approval of the supervisory authority.

§ 12
Dissolution

(1) A resolution on the dissolution of the Foundation is only permissible if the purposes of the Foundation pursuant to § 2 can no longer be reasonably achieved and an adjustment of the Articles of Association to the changed circumstances is not possible or sufficient. The Board of Directors can only pass such a resolution unanimously with the votes of all members. It shall only become effective once it has been approved by the supervisory authority.
(2) A merger with another foundation is also permissible under the conditions specified in paragraph 1.
(3) If the Foundation is dissolved or its tax-privileged purposes cease to exist, the Foundation's assets shall be transferred to the Hamburger Kunsthalle Foundation; if this is not possible, they shall be transferred to the Free and Hanseatic City of Hamburg. It is to be used for purposes that come as close as possible to the purposes stated in § 2.

§ 13
Supervisory authority

The Foundation is subject to state supervision in accordance with the law applicable in the Free and Hanseatic City of Hamburg.

§ 14
Entry into force

These Articles of Association shall enter into force upon recognition of the Foundation in accordance with § 80 of the German Civil Code.

Brühl, November 3, 2003

The founder

signed. Philipp Otto Runge