By-laws of the Berlin Wall Foundation Berlin Wall Memorial and Marienfelde Refugee Centre Memorial
§ 1 Procedures in the Foundation Council
- The Foundation Council makes its decisions during meetings or by way of written votes. The Foundation Council should convene at least twice a year for its ordinary meetings. The chairperson or the deputy chairperson invites all foundation council members in writing with at least two weeks notice and informs them of the meeting’s agenda or call for their written vote. The invitations form and period of notice can be dismissed by a unanimous vote of all members.
- Each member of the Foundation Council has one vote. A member who is unable to attend a meeting is permitted to transfer his vote to another member through a written statement.
- In the event of a tie vote, the chairperson determines the outcome.
- The chairperson, deputy chairperson or at least three foundation council members can call for a meeting to discuss a specific topic.
- The agenda can be extended by a simple majority. The same applies to the dismissal of certain points on the agenda.
- The minutes of the meeting shall be recorded and presented to the Foundation Council for approval. The exact wording of decisions must be noted.
- The Foundation Council may provide itself with a rule of procedure.
§ 2 Tasks of the Foundation Council
- It is responsible for passing motions in regard to:
- recommendations to the administration, expanding and laying claim to the foundation fund,
- establishment of an agreement of objectives with the Board about the focus of the foundation’s work
- the board’s progress report,
- appointing and recalling the board, its representatives, the selection of council members and employment, grading and termination of other senior staff following BAT IIa,
- issuing a rule of procedure for the Council,
- issuing a budget,
- issuing an annual report based on an accounting firm certificate,
- providing formal approval of the Board in consideration of the financial statement results and with respect to the regulations and principles that apply to the state of Berlin,
- passing the annual foundation report.
- The Foundation Council oversees the activities of the Board and represents the Foundation to the Board.
§ 3 Tasks of the Board
- The Board is required to administrate the endowment fund and any other funds both diligently and frugally. The Board is responsible for:
- conducting the day to day business of the Foundation
- issuing a budget and accounts of the agreement of objectives of the Foundation
- completing the annual report (balance sheet plus profit and loss statement together with notes and progress report) of the Foundation,
- employment and termination of employees of the Foundation.
At the end of its term, the Board remains in office until the new Board has assumed its position.
- At the end of each year, the board must complete a publicly-accessible report on the fulfillment of the Foundation’s purpose. It is first to be presented to the Foundation Council.
- In conducting its work the Board must adhere to the instructions and resolutions of the Foundation Council.
- The Board functions as both personnel office and personnel management office. For the Board, the chairman of the Foundation Council functions as personnel office and personnel management office. She or he may transfer this task to a third party.
§ 4 Advisory Board
- The Foundation Council appoints members to the Advisory Board from other institutions, scholars and other qualified persons who are involved in and support issues related to the purpose of the Foundation.
- The Advisory Board elects a chairperson and deputy chairperson from among its members. It also elects from among its members a foundation council member and according to § 5 Abs. 1 No. 6 of the Establishment Law, a deputy based on a simply majority
- The Advisory Board may provide itself with a rule of procedure. It requires the approval of the Foundation Council.
- The Advisory Board convenes at least twice a year. Additional meetings may be requested by at least one-third of the members or by the Foundation Council. The chairperson may call in writing for an advisory council meeting in agreement with the Board. The Advisory Board constitutes a quorum when at least half of its members are present.
- The members of the Foundation Council, the Board and representatives of the Senate Chancellery - Cultural Affairs and representatives of the highest federal authority for culture and media have the right to attend in an advisory capacity the meetings of the Advisory Board.
§ 5 Non-Disclosure Agreement
The members of the Foundation Council, the Board and the Advisory Board are obligated even after termination of their membership or activity to maintain confidentiality in regard to issues of which the privacy is prescribed by the law or by resolutions of the foundation committees. The regulations of §§ 8 BAT, 61 BBG and 84 VwVfG are to be applied accordingly.
§ 6 Business Year
The business year shall be the calendar year.
§ 7 Legal Validity
These by-laws come into effect the day after they have been passed by a resolution of the Foundation Council. They are to be published in the official register of the Berlin.