Preamble

The Princess Kira Auguste of Prussia Music and Culture Foundation supports young musicians whose exceptional talent cannot be developed without financial assistance. They shall be granted scholarships as well as performance and training opportunities.

In the spirit of the founder, the young artists create a means of communication through their music that transcends language, cultural and geographical boundaries. Musical talent requires support and should not fail for lack of funds. The Board of Trustees of the Foundation is international and supports these goals in all areas.

§ 1 Name, legal form, seat.

The name of the Foundation shall be “Kira Auguste Princess of Prussia Music and Culture Foundation”. It is a foundation with legal capacity under civil law and has its seat in Potsdam.

§ 2 Purpose of the Foundation.

The purpose of the foundation is the promotion of music, art and culture…. The foundation’s purpose is realized in particular by. the promotion of individual artists, especially up-and-coming artists, and groups of artists, in particular by awarding and arranging scholarships and maintenance grants as well as by organizing, arranging and promoting seminars, further education and lectures, organizing and promoting concerts and other cultural events. The Foundation shall exclusively and directly pursue charitable purposes within the meaning of the German Fiscal Code (Abgabenordnung).

The Foundation shall act selflessly; it shall not primarily pursue its own economic purposes.

§ 3 Foundation assets, donations

At the time of its establishment, the assets of the Foundation shall consist of the initial endowment as specified in the foundation deed, cash assets from the estate of the late Kira Auguste Victoria Friederike Princess of Prussia in the amount of € 50,000.00.

The foundation’s assets can be increased by endowments. Endowments may be made during life and upon death and may consist of any kind of assets. Donations shall accrue to the assets of the Foundation if they have been designated for this purpose by the donor and do not fall below an amount of € 500.00. Donations which do not accrue to the assets of the Foundation shall be used solely and directly and in a timely manner for the purposes specified in purposes mentioned in § 2.

The Foundation is authorized, but not obliged, to accept donations. Sub-foundations of an amount of € 1,000.00 or more may, at the request of the sub-founder, be associated with his/her name and/or earmarked for special tasks within the purpose of the Foundation. The Foundation may hold dependent foundations in trust as special assets. With the consent of the foundation supervisory authority, it may also take over the assets of other legally capable or dependent foundations. The Executive Board may, with the consent of the Board of Trustees, cancel earmarks of such special assets that no longer appear reasonable due to changed circumstances, provided that the originally intended tax-privileged purpose is retained.

The use of donations shall be guided by the purpose stated by the donor within the framework of the Foundation’s purpose. If no purpose is named, the Board of Trustees shall be entitled to use the donation as it sees fit in accordance with § 2. The assets of the Foundation shall be invested safely and profitably. In principle, its existence shall be preserved. It may only be sold or encumbered if equivalent assets are acquired from the proceeds. Taking into account the principles of a prudent businessman and the special responsibility of the trustee of third-party assets, the Board of Directors may restructure the assets of the Foundation.

The selection of assets to be acquired shall be based on the security and earning power or the benefit for the fulfillment of the Foundation’s purpose, not on the nature of the asset sold. Within the framework of the tax regulations, the Foundation may allocate income from the Foundation’s assets and donations in whole or in part to reserves. Profits accruing in the course of asset reallocation shall in principle accrue to the Foundation’s assets and be placed in a reserve.

Any losses incurred from the reallocation of assets shall reduce this reserve. The Board of Directors may decide to use this reserve to finance the fulfillment of the Foundation’s purpose.

§ 4 Foundation funds

The Foundation shall fulfill its tasks from the income from the Foundation’s assets, donations and grants, insofar as these are not endowments, and other income. The funds of the Foundation may only be used for purposes in accordance with the Statutes. The Foundation may not favor any person by expenses which are not in accordance with the purpose of the Foundation or by disproportionately high remuneration. There shall be no legal entitlement to benefits from the Foundation. The organs of the Foundation shall be bound only by the statutory provisions and the provisions of these Statutes when allocating Foundation funds.

§ 5 Organization of the Foundation

The organs of the Foundation shall be the Foundation Board and the Council of the Foundation. The Foundation may – if the amount of income or, as the case may be, of free assets makes this possible without jeopardizing the fulfillment of its purpose – employ auxiliary persons free of charge or against payment for the performance of its tasks and transfer the performance of its tasks in whole or in part to third parties.

§ 6 Foundation Board

The Foundation shall be administered by a Board of Directors. The Board shall consist of at least one and at most three members. The appointing body responsible in accordance with paragraph 2 shall be authorized to determine the exact number of members of the Board and to change it at any time after the expiry of the terms of office.

The first member of the Board of Directors, Kira Marina von Bismarck, born Liepsner, is appointed for life by the Foundation Act. She appoints any further members of the Board of Directors as well as the members of the Board of Directors succeeding her and the other members of the Board of Directors. After her retirement from the Executive Board, the Foundation Board of Trustees elects and appoints the Executive Board. The term of office of the Executive Board members is five years.

Re-elections are permissible. After expiry of the term of office, the members of the Board of Directors shall remain in office until their re-election or until their successors take office. If a member of the Executive Board resigns prematurely, the appointing body responsible in accordance with paragraph 2 shall elect and appoint a replacement without delay. The new member shall take over the term of office of the departing member of the Executive Board. Until the successor takes office, the remaining members of the Board shall continue to perform the tasks of the day-to-day administration of the Foundation. In the event of good cause, the Foundation Board of Trustees may dismiss a member of the Executive Board by a majority of three quarters of its members. This decision must be approved by all members of the Board except the member to be dismissed. A replacement shall then be elected without delay.

The dismissal of the first member of the Board of Directors shall only be permissible if the welfare of the Foundation urgently requires it; the dismissal of Kira Marina von Bismarck, who has been appointed to the Board of Directors for life, shall furthermore require the consent of the executors of the will establishing this Foundation; the resolution shall only become effective once it has been approved by the Supervisory Board of the Foundation.

The Board shall elect a Chairperson and his/her deputy from among its members; re-elections shall be permissible. The Board may adopt rules of procedure. The members of the Board shall perform their duties in an honorary capacity; however, they shall be entitled to reimbursement of their expenses. Changes within the Executive Board shall be reported to the Supervisory Board of the Foundation without delay by submitting the election records, the declarations of acceptance and other documentary evidence of additions to the Executive Board.

§ 7 Duties of the Executive Board

The Board shall manage and administer the Foundation and decide on its affairs, unless otherwise provided for in these Statutes. It shall use the funds of the Foundation sparingly and economically.

The Board may delegate the execution of certain business to individual Board members. It may entrust a suitable person, even one who is not a member of the Board, with the management of the Foundation and pay an appropriate fee for this activity if the amount of income or, if applicable, of free assets makes this possible without jeopardizing the fulfillment of the purpose.

The employment of auxiliary staff is permissible. In due time before the beginning of each business year, the Board of Directors shall draw up a business plan containing the expected income and expenditure. Within three months after the end of the business year, the Board of Directors shall draw up an annual financial statement with a statement of assets and liabilities and a report on the fulfillment of the purpose of the Foundation, which shall be submitted to the foundation authority by 30 June of the following year in accordance with § 6 sub-section 2 StiftG Bbg.

§ 8 Representation of the Foundation

The members of the Executive Board shall form the legal Executive Board of the Foundation within the meaning of §§ 86, 26 BGB.

A sole member of the Executive Board shall always represent the Foundation alone and shall be exempt from the restrictions of § 181 BGB.

If there are several members of the Executive Board, the Foundation shall be represented jointly by two members of the Executive Board. Individual power of representation and exemption from the restrictions of § 181 BGB may be granted by the competent appointing body.

§ 9 Resolutions of the Executive Board

The Executive Board shall pass resolutions by a simple majority of votes in the presence of the majority of its members, unless the Statutes provide otherwise. Representation is permitted. A represented vote shall be counted as presence. In the event of a tie, the Chairperson shall have the casting vote, and in the event of his/her absence, the Vice-Chairperson shall have the casting vote. If both are absent, the proposal shall be deemed rejected in the event of a tie.

The Executive Committee shall record its resolutions in minutes which, if the Executive Committee comprises more than one member, shall be signed by at least two members of the Executive Committee. Absent Executive Board members shall be informed of the resolutions. They shall have no right of subsequent objection. If there is a particular urgency or necessity, the Executive Board may also pass resolutions in writing.

In this case, all members of the Executive Board must agree to the resolution. Written transmissions by way of telecommunication (fax, e-mail or similar) are permissible.

§ 10 Executive Board meetings

The Executive Committee shall hold its meetings as required. The Chairperson – or his/her deputy if the Chairperson is unable to attend – shall determine the place and time of the meetings and issue the invitations. It shall meet at least twice a year.

At least one meeting of the Executive Board shall be held in each business year to decide on the annual accounts. The Board must be convened at the request of at least half of the members. There shall be a period of at least one week between the convocation and the day of the meeting, unless extraordinary circumstances require a shorter period.

The members of the Executive Committee shall be convened in writing, stating the individual items to be discussed.

§ 11 Foundation Board of Trustees

The Foundation Board of Trustees shall consist of at least three members. The appointing body responsible under paragraph 2 shall be authorized to determine the exact number of members of the Board of Trustees and to change it at any time after the expiry of the terms of office. The first Board of Trustees shall be appointed in the Foundation Act.

The term of office of the Board of Trustees shall be five years. The first Board of Trustees is appointed in the Deed of Foundation. The first Board of Trustees, Kira Marina von Bismarck, born Liepsner, appoints any further as well as subsequent members of the Board of Trustees. After her retirement from the Board of Directors, any further and subsequent members of the Board of Trustees shall be elected and appointed by the Board of Trustees.

Re-elections are permissible. After the expiry of their term of office, the members of the Board of Trustees shall remain in office until their re-election or until their successors take office. If a member of the Board of Trustees leaves office prematurely, the appointing body responsible under paragraph 2 shall elect and appoint a replacement without delay. The new member shall take over the term of office of the retiring member of the Board of Trustees. Until the successor takes office, the remaining members of the Board of Trustees shall continue to perform the duties of the Board of Trustees. In all other respects, the provisions of § 6, paragraphs 4 to 7, § 9 and § 10 shall apply mutatis mutandis to the Board of Trustees.

The Board of Trustees shall monitor compliance with the purposes of the Foundation. It elects the Board of Trustees in accordance with § 6, paragraph 2 and advises the Board of Trustees on the concrete objectives and priorities of the Foundation. It approves the annual accounts and the business plan. The Board of Trustees may request from the Executive Board at any time to inspect all business documents of the Foundation and shall be informed by the Executive Board at least once a year about the activities of the Foundation as well as its income and expenditure. The Board of Trustees shall meet at least once a year.

§ 12 Financial Year

The financial year shall be the calendar year.

§ 13 Amendments to the Statutes

The Board shall decide on amendments to these Statutes with a majority of three quarters of its members. The resolution shall require the approval of the Board of Trustees by a simple majority. It shall not become effective until it has been approved by the Supervisory Board of the Foundation. The Board of Trustees shall be authorized to make amendments to the Statutes which are merely of an editorial nature.

§ 14 Dissolution

The Board shall decide on the dissolution of the Foundation with a majority of three quarters of its members. The resolution requires the consent of the Board of Trustees with the same majority. It shall not become effective until it has been approved by the Supervisory Board of the Foundation.

In the event of the dissolution of the Foundation or in the event of the discontinuation of its tax-privileged purposes, the remaining assets of the Foundation, after deduction of all liabilities, shall be transferred to an institution closely related to the purpose of the Foundation, which shall use them directly and exclusively for charitable or benevolent purposes. Resolutions on the use of the assets in the event of the dissolution of the Foundation or in the event of the cessation of its previous tax-privileged purposes may only be carried out with the consent of the competent tax office.

§ 15 Supervisory Authority and Entry into Force

The Foundation shall be subject to state supervision in accordance with the law applicable to foundations. The supervisory authority (foundation supervisory authority) shall be the competent authority at the seat of the foundation. These Articles of Association shall enter into force on the day of their approval by the Foundation Supervisory Authority.