Wikimedia Deutschland/Fördergesellschaft/Gesellschaftsvertrag Articles of Association
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Articles of Association
Wikimedia Fördergesellschaft mbH
§ 1 Company/Corporate Domicile
(1) The Association holds the Company
- Wikimedia Fördergesellschaft mbH
(2) The Association is domiciled in Berlin.
§ 2 Corporate Purpose
(1) The Association exclusively and directly pursues public-benefit purposes pursuant to Section 51 et seq. of the German Fiscal Code (Abgabenordnung).
(2) The purpose of the Association is to procure funds for the tax-privileged purposes of other entities, specifically Wikimedia Deutschland e.V. and Wikimedia Foundation Inc., which is domiciled in the US.
(3) The funds procured shall be used to promote education, science and research.
(4) The aforementioned public-benefit purposes are realized in accordance with the bylaws of the entities receiving the funds. The Association will monitor realization of the purposes.
(5) The Association is engaged in altruistic activities; it does not primarily pursue profit-making purposes. The Association’s funds may only be used for purposes that comply with the bylaws. No one may benefit by means of expenditure that does not comply with the Association’s purpose or by means of unduly high remuneration. The Association can participate in or become a member of private or public law entities or of associations or organizations that are recognized to be as public-benefit corporation. Members may not receive any share of profits or any other payments from the Association’s funds. Members who leave the Association shall not receive reimbursement greater than their capital contribution and the fair market value of their contributions in kind.
(1) The Association has a share capital of €25,000, divided into 25,000 shares of €1.00 each and numbered from 1 to 25,000. The original capital contribution of €1.00 per share, a total of €25,000, shall be borne by Wikimedia Deutschland e. V.
(2) The original capital contribution shall be paid in immediately.
(1) Disposition of shares or portions thereof inter vivos requires the approval of the general assembly in order to be effective. This also applies to the granting of sub-participations, transfers in the context of transformations pursuant to the German Transformation Act, and the establishment of legal relationships on the basis of which a member holds his or her own share entirely or partially in trust for another or binds the exercise of his or her member rights to the approval of another, if the latter is not a member.
(2) There is no entitlement to approval.
(3) Approval requires a simple majority of the votes cast.
§ 5 Exclusion/Confiscation/Forced Transfer
(1) A member can be excluded with immediate effect from the Association for good cause by means of a resolution by the other members. The resolution requires a majority of two-thirds of the votes cast.
(2) Confiscation is permissible.
(3) The general assembly can resolve to confiscate a share or to transfer it to the Association or to the other members in proportion to their capital shares if a member has been excluded from the Association or if he or she resigns. The party affected does not have a voting right. Confiscation becomes effective when the resolution is recorded in the minutes.
(4) The compensation set forth in this agreement shall be paid for the share; in the case of confiscation it shall be paid by the Association, while in the case of transfer it shall be paid by the acquiring party.
(5) Transfer does not depend on quid pro quo. There is no entitlement to provision of a security.
(6) Exclusion, confiscation and transfer shall be declared by the management.
§ 6 Management/Representation
(1) The Association has one or more managing directors.
(2) A managing director shall represent the Association alone as long as he or she is the only managing director. If the Association has more than one managing director, it shall be represented either by two managing directors or by one managing director with an authorized representative.
(3) All or individual managing directors can be authorized for sole representation and/or exempted from the limitations of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), including the sole managing director who holds all shares alone or with the Association.
(4) The general assembly can cause transactions to depend on its prior approval by means of individual directives or rules of procedure.
(5) The managing directors are authorized to negotiate on behalf of the Association until it is entered into the Commercial Register (company prior to registration) provided that the Association’s assets (not including the formation expenses) are not thus reduced to less than the amount of the share capital. However, the managing directors may only be involved in matters related to formation of the Association until the interim public-benefit certificate has been issued.
§ 7 Annual Financial Statements/Appropriation of Profit
(1) The statutory provisions apply to the preparation and inspection of the annual financial statements and the management report.
(2) The members do not receive any share of profits nor, in their role as members, any other benefit from Association funds.
(3) The Association can, within the scope of what is permissible for a public-benefit corporation, build up reserves and/or funds for the acquisition of association rights in order to maintain proportionate participation in corporations.
§ 8 Term/Termination
(1) The Association shall exist for an indefinite period of time. It can be terminated with a notification period of six months to the end of a fiscal year
(2) If a member resigns, his or her share shall be transferred or confiscated in accordance with Section 6.
(3) The remaining members can decide to dissolve the Association by a simple majority within six months after receipt of a resignation.
§ 9 Compensation
In all cases of departure, the member shall be paid compensation worth his or her total capital share contribution and the fair market value of contributions in kind.
§ 10 Dedication of Assets
(1) If the Association is dissolved or should no longer serve the public benefit within the meaning of Section 51 et seq. of the German Fiscal Code (Abgabenordnung), the members shall only be entitled to their capital share contribution and to the fair market value of their contributions in kind.
(2) The rest of the Association’s assets shall accrue to an organization recognized as serving the public benefit or to a private or public law entity or association recognized as serving the public benefit for the purpose of promoting education, science and research. Selection of the recipient shall be made by means of a resolution by the general assembly. The resolution may only be carried out with the approval of the tax office
§ 11 Fiscal Year
The fiscal year is the calendar year. The first fiscal year is a short fiscal year; it ends on December 31 of the year in which the Association began its activities after formation.
§ 12 Formation Expenses
The Association shall assume the formation expenses (notary fees, court costs) of approximately €1,500.