Charter of the Harlich Stavemann Stiftung

Preamble

For decades, the founder has trained psychological and medical psychotherapists in cognitive and cognitive-behavioural therapy methods. In doing so, he feels particularly bound to the aspects of Stoic philosophy which are relevant to psycho-therapy. The Foundation’s purpose is to help the further development of these therapy schools and contents through the promotion of research and teaching, and to disseminate their contents.
Over several decades, the founder has spent time in Samoa. With this Foundation, he would like to help the inhabitants of these islands, in particular the inhabitants of the village Vaisala and the District of Asau in Savaii, with health-promoting, social, (school) educational and pedagogic measures and projects, and with measures and projects to prevent accidents and disasters. The primary and predominant objective shall be the promotion of autonomous self-help.
The Foundation is to be designed for long-term operation, and is to be managed accordingly.

§ 1
Name, legal form, registered office

(1) The Foundation’s name is Harlich Stavemann Stiftung

It is a foundation with legal capacity under civil law.

(2) The Foundation’s registered office is in the Free and Hanseatic City of Hamburg. A branch office can be opened and operated in Apia (Samoa) to better coordinate the Foundation’s objects and the supervision of their implementation.

§ 2
The Foundation’s object

1) The promotion of science, public healthcare and development cooperation is the Foundation’s object. The procurement and the distribution of funding to other tax-privileged corporations and legal persons under public law is also an object.

a) Science and public healthcare are promoted by the following supportive means:

• psychotherapeutic research and application in the sector of humanist psychotherapy, in particular cognitive therapy, cognitive behavioural therapy, the aspects of Stoic philosophy which are relevant to psychotherapy, and the dissemination of these results and contents;
• psycho-educative measures to prevent emotional disorders and illnesses.
    
This part of the Foundation’s objects is called “Stoicism Today”.

In particular, the object is implemented through the following measures:

• moral and material support of projects concerning the above-mentioned therapy institutions as well as their publication and proliferation;
• financial support of therapeutic institutions which apply the above-mentioned therapeutic procedures and are tax-privileged corporations or corporations under public law within the meaning of § 58 no.1 Abgabenordnung (German Fiscal Order);
• awarding the “Harlich Stavemann Preis” to recognise, honour and give financial support to persons or institutions, who/which have made particular contributions in further developing or proliferating the above-mentioned therapeutic procedures. The criteria for the award (“Harlich Stavemann Preis“) are to be stipulated in guidelines, which require advance approval by the tax authority; this rule is also applicable if the award criteria are to be changed;
• translation into other languages and distribution of specialised literature and patient books dealing with the above-mentioned therapeutic procedures;
• moral and material support of projects concerning the above-mentioned therapeutic approaches which serve psycho-education and are prophylactic for psychological disorders and illnesses; e.g. through material support for research projects in the above-mentioned therapeutic procedures, organising training seminars for multipliers and specialists such as pedagogues, social workers and nursery school teachers.

b) Development cooperation is promoted by supporting the Samoan population, in particular in-need inhabitants of the village Vaisala in Savaii, Samoa in the following areas:

• health-related, social, cultural and school-pedagogical purposes,
• measures for creating and preserving jobs,
• measures for preventing or coping with accidents and disasters.
This part of the Foundation's objectives is called "Mauga Aid".

In particular, the object is implemented through the following measures:     

• the moral, financial and personnel support of school and vocational training and their institutions;
• the moral, financial and personnel support of institutions which serve physical and psychological health;
• the financial support of measures to integrate unemployed persons into employment;
• the moral and material support for the creation and maintenance of a disaster protection system,
• granting interest-free credit for educational purposes (school fees, university tuition fees) or for the creation of vocational start-up enterprises;
• allowances for people in need (e.g. for purchasing medicine and for operations, for means to counter illness, for travel expenses for necessary treatment abroad or overseas).

(2) The foundation need not pursue all objects at the same time and to the same extent. The Foundation's Board decides which object is to be primarily pursued with consideration of the Foundation's financial situation.

(3) The Foundation shall exclusively and directly pursue charitable objects within the meaning of the section "Objects Subject to Privileged Taxation" (Steuerbegünstigte Zwecke) of the German Fiscal Code (Abgabenordnung).

§ 3
The Foundation's assets

(1) The Foundation is endowed with assets; the sum of the assets is defined in the endowment transaction (Stiftungsgeschäft).

(2) The founder and third parties can increase the Foundation's assets with contributions (financial contributions, rights and other assets).  If donations are not expressly designated for the Foundation's assets, they shall exclusively and promptly serve the objects defined in § 2.

(3) The Foundation's assets shall be maintained in their actual value. They may not be disposed of or encumbered unless the proceeds can be used to acquire assets of an equivalent value. Regrouping Foundation assets is permissible. Only interest, asset gains and other contributions shall serve the implementation of the Foundation's objects if they do not increase the assets as stipulated in Paragraph 2.

(4) Depending on the respective circumstances and pursuant to the provisions of the German Fiscal Code (Abgabenordnung), the Foundation may transfer some gains, or all gains, to a reserve (special purpose reserve) for a more sustained performance of its tax-privileged objects. The Foundation may also form a free reserve pursuant to the provisions of the German Fiscal Code (Abgabenordnung) and transfer the means of the reserve to the assets to preserve the value.

§ 4
Investment of Foundation assets

(1) Investment of Foundation's assets is to be secure and gainful.

(2) The Foundation conducts altruistic activities; it does not primarily pursue aims serving its own economic purposes. The Foundation's resources shall be used for no other objects than those defined by the Charter. No person shall benefit from expenses which do not serve the Foundation's object, or from disproportionately high remuneration.

§ 5
The Foundation's Board

(1) The Foundation is managed by a Board consisting of 2-5 persons. The term of office is 4 years. The first Board is appointed in the endowment transaction (Stiftungsgeschäft). The board members elect the subsequent Board in due time before expiration of their terms of office; re-election is permissible.
Upon the expiration of its term in office, the incumbent Board discharges the Board's duties until the new Board is elected.

(2) If a Board member departs before expiration of his/her term of office, the remaining board members elect a replacement without delay. The new member then completes the predecessor's term of office. Until the successors take office, the remaining board members continue the current administration's non-deferrable tasks.  If the Board's Chairperson - or if he/she is unavailable, his/her deputy - makes the corresponding request, the departing member remains in office until the election of the respective successor member.

(3) The Board can deselect a board member per resolution if there is a compelling reason (wichtiger Grund). All board members, save the board member who is to be deselected, must consent to this resolution.

(4) The Board elects a chairperson and deputy chairperson from among its members; re-election is permissible. The Board may adopt rules of procedure.

(5) As a general rule, board members exercise their office on an honorary basis (ehrenamtlich). However, they are entitled to reimbursement of their expenses if they provide documentation for each expense. It is only permissible to receive a lump-sum for their expenses if the financial situation of the Foundation permits this, and the Board, in agreement with the supervisory authority for foundations and the tax authority, issues written guidelines in advance.

(6) If the board members are not active on a purely honorary basis, but are to receive financial recognition in the form of meeting attendance fees or allowances for their time and work efforts, then this is only permissible under the provisions of Paragraph 5 sentence 3.

(7) The supervisory authority must be notified without undue delay of any changes within the Board. The election records, the acceptance statements and other documentary evidence on supplementary board reorganisations are to be added.

(8) The founder shall be relieved from the limitations of § 181 BGB (German Civil Code). Unanimous board resolutions may also relieve individual board members from the limitations of § 181 BGB (German Civil Code) for specific legal transactions.

§ 6
Board duties

(1) The Board directs and manages the Foundation, and resolves on its affairs unless this Charter provides otherwise. The Board shall use the Foundation's assets economically and efficiently.

(2) The Board may assign the performance of specific transactions to individual board members. If the Foundation's financial situation permits it, the Board can commission a suitable person, who need not be a member of the board as managing director, and pay an appropriate salary for discharging this duty and also employ auxiliary staff. It is also permissible to commission tax advisers and lawyers to support the Board.

(3) The Board drafts a business plan in due time before the new business year starts, which shall include all foreseeable income and expenditure. The Board drafts an annual financial statement including an asset and liability statement and a report on the implementation of the Foundation's object within the statutory deadline. If the assets exceed €1.5 million, or if the Founder leaves the Board when the assets exceed €1.0 million, the statement shall be produced by a certified public accountant, a recognised accountancy or an accounting association; the accountancy review must extend to preserving the Foundation's assets and using the Foundation's assets in a way that is compliant with the Charter.

§ 7
Representation of the Foundation

The board members constitute the Foundation's Board within the meaning of §§ 86, 26 BGB (German Civil Code). Two members are authorised as joint representatives.

§ 8
Board resolutions

(1) The Board passes its resolutions with a simple majority and a minimum attendance of two members provided that the Charter does not provide otherwise.  In the event of a tied vote, the Chairperson's vote is the casting vote; if the Chairperson is absent, the deputy's vote is the casting vote. If both are absent and the vote is tied, the proposed resolution is deemed to have been rejected.

(2) The Board records its resolutions in transcripts, which must be signed by at least two board members. Absent board members are notified of the resolutions. They may not raise subsequent objections.

(3) If particular urgency or necessity arises, the Board may also pass resolutions using a written procedure. In such cases, all board members must give consent. Written transmissions by way of telecommunication are permitted.

§ 9
Board meetings

(1) The Board convenes its meetings as circumstances require. The Chairperson, or if he/she is unavailable, the deputy, determines the time and location and dispatches the invitations. At least one board meeting is convened per business year, at which the annual financial statement is resolved. The board must convene if so requested by one or more members.

(2) Between the date of convening and the date of the meeting there must be a period of least one week provided that no extraordinary circumstances demand a shorter period. The board members are convened in writing, listing the individual meeting items.

§ 10
Business year

The business year corresponds to the calendar year.

§ 11
Changes to the Charter

Changes to the Charter require unanimous Board resolutions. The resolutions require the supervisory authority's approval.

§ 12
Dissolution

(1) The Board can dissolve the Foundation with a three-quarter majority when all members are present. Such a resolution shall only take effect if it has been approved by the supervisory authority.

(2) In the event of the dissolution or the termination of the Foundation, or in the event of the Foundation losing its tax-privileged objects, the Foundation's assets shall go to a different tax-privileged foundation to be used for the support of science, public healthcare and development cooperation; if possible, for the foundation objects stipulated under § 2 (1)(a) and (b).

(3) Resolutions on the use of the assets in the event of dissolution or termination of the Foundation or the loss of its tax-privileged objects may only be executed after the competent tax authority has given its approval.    

§ 13
Supervision and entry into force

(1) The Foundation is subject to supervision pursuant to the applicable law of the Free and Hanseatic City of Hamburg.

(2) This Charter enters into force on the day of its approval.


Approved on: 14 June 2017        Translator’s note:
Stamp of Hamburg’s Ministry of Justice (with coat of arms)

Free and Hanseatic City of Hamburg
State Ministry of Justice    Translator’s note: Signature
Beate Thiel    


Certification of Translation
This translation was made from the original German document (“Satzung der Harlich Stavemann Stiftung”).
I hereby certify the accuracy and completeness of the translation.
Peter James Pritchard (mail@peterpritchard.de)
Sworn Interpreter and Translator for English