Mandate and bylaws

STATUTE OF THE FELIX-MENDELSSOHN-BARTHOLDY-STIFTUNG

In honour of the composer, conductor and pianist Felix Mendelssohn Bartholdy (3 February 1809 - 4 November 1847), whose multifaceted talents produced an extraordinarily important body of musical work, whose artistic and socially formative power continues to have an impact to the present day and whose cosmopolitan and human visions point far into the future, the founding donors have established the Felix Mendelssohn Bartholdy Foundation in Leipzig. They have committed themselves to cultivating the work, to maintaining the Mendelssohn House as the last place of residence and to supporting those who wish to continue working in the spirit of Felix Mendelssohn Bartholdy in the future. The following statutes serve this purpose.

§ 1
Name, legal form, seat and financial year

(1) The name of the Foundation shall be Felix Mendelssohn Bartholdy Foundation.
(2) It is a foundation under civil law with legal capacity.
(3) It shall have its seat in Leipzig.
(4) The Foundation's financial year shall be the calendar year.

§ 2
Purpose of the Foundation

(1) The purpose of the Foundation is to promote science and research as well as popular education, art and culture as well as the protection and preservation of historical monuments.

(2) The aim of the Foundation is to research, preserve and maintain the artistic and social legacy of the composer, Gewandhauskapellmeister and founder of the first German conservatoire in Leipzig, Felix Mendelssohn Bartholdy in Germany and internationally and to promote musical education and training in the spirit of Felix Mendelssohn Bartholdy, as well as to operate, maintain and preserve the historic Mendelssohn House in Leipzig and the museum located therein.

(3) The purpose of the statutes shall be realised in particular through the following measures:

a) Management and maintenance of the Mendelssohn House in Leipzig as well as preservation of the historical building in the sense of monument protection and conservation,
b) Maintenance and operation of the museum in the Mendelssohn House,
c) maintenance and operation of the International Kurt Masur Institute in the Mendelssohn House, which houses a permanent exhibition, including archives, on the person and work of Kurt Masur and organises scientific and cultural-political symposia as well as workshops for children and adults,
d) support of national and international research projects on the life and work of Felix Mendelssohn Bartholdy, e.g. support of the publication of the Leipzig Mendelssohn Complete Edition by the Saxon Academy of Sciences in Leipzig, as well as
e) through own publications from and about the work of Felix Mendelssohn Bartholdy,
f) organising the annual Mendelssohn Festival together with the Gewandhaus zu Leipzig and concerts as well as other artistic events, running the Mendelssohn Academy,
g) awarding the International Mendelssohn Prize of Leipzig,
h) awarding performance scholarships to particularly talented artists of all levels of training and all age groups.

(4) The purposes of the Foundation need not be realised simultaneously or to the same extent.

§ 3
Non-profit status

(1) The Foundation shall exclusively and directly pursue charitable purposes within the meaning of the section "tax-privileged purposes" of the currently valid version of the Tax Code.

(2) The Foundation shall act selflessly. It does not primarily pursue its own economic purposes.

(3) The funds of the Foundation may only be used for its statutory purposes.

(4) The Foundation shall fulfil its tasks itself or through an auxiliary person within the meaning of § 57, paragraph 1, sentence 2 of the German Fiscal Code (AO).

(5) No person may be favoured by expenses that are alien to the purpose of the Foundation or by disproportionately high remuneration.

(6) The Foundation may maintain special purpose enterprises in order to realise the purpose of the Foundation.

(7) There shall be no legal claim to the allocation of Foundation funds. 

(8) The founders and their heirs or legal successors shall not receive any allocations from the Foundation's funds.

§ 4
Foundation assets

(1) The assets of the Foundation shall consist of the basic assets, income from the basic assets as well as donations and endowments. The assets of the foundation shall be maintained permanently and undiminished.

(2) At the time of the establishment of the Foundation, the basic assets consist of the developed real estate at Goldschmidtstraße 12 in Leipzig (Mendelssohn House), the Macnutt-Drüner Collection of first and early prints, a fortepiano by Johann Nepomuk Tröndlin (Leipzig, 1830), the museum in the Mendelssohn House with the entire inventory, except for the loans from the City of Leipzig. These objects of the foundation's basic assets are the inalienable core stock of the foundation; they must be stored in such a way that they are not accessible to unauthorised persons and that the climatic conditions necessary for the respective cultural asset are guaranteed. Loss of substance is to be avoided by scheduled restoration work. In addition, the basic assets may be restructured in order to maintain their value or to strengthen their earning power.

(3) In individual financial years, parts of the basic assets which do not form part of the core assets of the Foundation may, by way of exception, be temporarily drawn upon up to 15 per cent of their value, if this serves the fulfilment of the purpose of the Foundation and if the purpose of the Foundation cannot otherwise be achieved and the return of the withdrawn assets to the basic assets is ensured within the following three years. The existence of the foundation and the fulfilment of the purposes of the statutes may not be substantially impaired by the repatriation. The Foundation Council and the Board of Directors shall decide on the use of the basic assets in a joint meeting in accordance with Article 13 of the Statutes.

(4) Further donations from the founders or third parties intended for this purpose (endowments) shall accrue to the basic assets. The Foundation may accept such endowments as well as other contributions and donations. Other contributions and donations may only be added to the basic assets if and to the extent that this is harmless from a tax point of view within the framework of the non-profit status.

(5) In order to fulfil the purpose of the Foundation, the Foundation shall receive annual grants from the City of Leipzig. These grants shall be approved in accordance with the respective budget laws and statutes; they shall not accrue to the basic assets.  

§ 5
Use of income from assets and grants

(1) The Foundation shall fulfil its tasks from the income generated by the administration of the basic assets, from donations and from grants, unless these are expressly designated by the donor to increase the basic assets.

(2) Income from the basic fund assets, donations from public authorities and third parties as well as donations shall be used to fulfil the purpose of the Foundation. The Foundation's operating costs shall first be covered from the Foundation's income, donations and grants, insofar as this is compatible with the granting conditions of the respective granting authority. 

(3) Free reserves may be formed within the framework of the tax regulations. A joint resolution of the Foundation Council and the Board of Directors in accordance with § 13 of the Articles of Association shall be required for the formation of free reserves and for the utilisation of Foundation assets.

§ 6
Organs of the foundation

(1) The organs of the Foundation shall be

a) the Foundation Council,

b)the Executive Board,

c) the Scientific and Artistic Advisory Board.

(2) The members of the organs of the Foundation shall in principle work in an honorary capacity. They shall not receive any benefits from the funds of the Foundation. They shall be entitled to appropriate reimbursement of their proven and necessary expenses, insofar as the financial situation of the Foundation permits. The Executive Board shall decide on the reimbursement. 

(3) A member of a Foundation body may not at the same time belong to another Foundation body.

(4) The honorary members of the Foundation bodies shall only be liable to the Foundation for intent and gross negligence

§ 7
Foundation Council

(1) The Foundation shall have a Foundation Council consisting of at least five and at most eleven members. The members of the first Foundation Council shall be appointed in the foundation transaction.

(2) The members of the Foundation Council are: the Lord Mayor of the City of Leipzig, the Gewandhauskapellmeister and the Chairman of the Cultural Committee of the Leipzig City Council (born members). The City of Leipzig may delegate the Mayor for Culture as well as the Mayor of Finance and the Director of the Museum of Urban History of the City of Leipzig as members of the Foundation Council. Furthermore, the State Government of the Free State of Saxony and the Federal Government Commissioner for Culture and the Media shall each be granted a right of delegation (delegated members), provided they grant endowments or donations to the Foundation. 

(3) The membership of the born members of the Foundation Council shall end with the termination of their offices, mandates or functions. The membership of the delegated members of the Foundation Council shall end with the revocation of their delegation or with the termination of their offices or functions.

(4) Further members of the Foundation Council shall be elected and appointed by the members of the Foundation Council and the Board of Directors in a joint meeting in accordance with Article 13 of the Statutes. They shall have professional competence and experience with regard to the fulfilment of the tasks of the Foundation. One of the other members shall be an expert in financial and legal matters.

(5) The other members of the Foundation Council shall have a term of office of five years. They may resign from office before the end of their term for good cause with three months' notice effective at the end of a quarter. The Foundation Council and the Executive Board may dismiss another member for good cause by unanimous resolution in a joint meeting in accordance with § 13 of the Articles of Association. In the event of the premature resignation of further members of the Foundation Council, successors shall be elected and appointed only for the remaining term of office of the resigning member.

(6) The Foundation Council shall have an honorary chairman and a chairperson. The Honorary Chairman shall bear the title of President of the Foundation. This office is conferred on personalities who have rendered outstanding services to the objectives of the Foundation. They shall hold this office for life.

(7) The Chairman of the Foundation Council is the Lord Mayor of the City of Leipzig. He shall be responsible for convening and chairing the meetings of the Foundation Council and the joint meetings of the Foundation Council and the Board.

(8) The Chairperson shall represent the Foundation vis-à-vis the other Foundation bodies.

(9) If the Chairman of the Foundation Council is prevented from exercising his office, he shall be represented by the Mayor for Culture of the City of Leipzig.

§ 8
Tasks of the Foundation Council

(1) The Foundation Council shall determine the guidelines of the Foundation's work; it shall decide on all matters of the Foundation unless they are transferred to another Foundation body in accordance with the provisions of these Statutes. 

(2) The Foundation Council shall supervise the activities of the Executive Board; it shall submit proposals and recommendations to the Executive Board for measures to realise the purpose of the Foundation and for the use of the Foundation's funds.

(3) The Foundation Council shall be responsible in particular for,
a) approve the business plan and the financial plan of the Board and adopt the audited annual accounts
b) appoint the auditor or an auditing company to audit the annual accounts;
c) to decide, together with the Board of Directors, on the use of the assets of the Foundation pursuant to Article 4, paragraph 3 of the Statutes and on the amendment of the purpose of the Foundation pursuant to Article 15, paragraph 2 of the Statutes as well as on the dissolution or abolition or merger of the Foundation pursuant to Article 16, paragraph 1 of the Statutes;
d) to elect, appoint and dismiss the members of the Executive Board and to elect, appoint and dismiss the other members of the Foundation Council together with the Executive Board;
e) to discharge the Executive Board;
f) to approve the rules of procedure of the Executive Board;
g) to approve the conclusion of legal transactions which bind the Foundation for more than three years or which exceed the amount of EUR 50,000 in total or for the duration of the contractual obligation. This reservation of consent shall not apply to legal transactions within the framework of the economic and financial plan approved by the Foundation Council.
h) to conclude the employment contract with the Executive Member of the Board of the Foundation;
i) to give its consent to the acquisition or disposal of real estate and assets (reallocation of assets);
j) to decide on the proposal of the Executive Board for the award of the International Mendelssohn Prize.

(4) In addition, the Foundation Council may subject individual measures of the Executive Board's management to its approval.

(5) The Foundation Council may delegate individual tasks of the Foundation Council to the Chairman, insofar as it concerns the coordination between the Foundation Council and the Executive Board on current business, urgent matters and matters of no fundamental importance. Furthermore, the tasks of the Foundation Council according to § 8 paragraph 3 lit. g) and lit. h) may be delegated to the Chairman.

(6) At its first meeting in the business year, the Foundation Council shall discharge the Chairman in respect of his activities in the previous business year.

§ 9
Resolutions of the Foundation Council

(1) The Foundation Council shall pass its resolutions in meetings. Resolutions of the Foundation Council may also be passed by way of a written vote, provided that all members agree to this. The written vote may also be taken by email or fax. Resolutions passed in this way shall be recorded in writing by the Chairman. Resolutions on the election, appointment and/or dismissal of members of the governing bodies, the approval of the economic and financial plan, the adoption of the annual financial statements, amendments to the Articles of Association and the dissolution of the Foundation may only be passed in meetings.

(2) The Foundation Council shall hold its meetings in accordance with the requirements of proper management. It shall hold an ordinary meeting at least twice a year, namely in the fourth quarter for the approval of the economic and financial plan for the coming business year and in the second quarter for the adoption of the last annual financial statements. An extraordinary meeting shall be convened by the Chairman if at least one third of the members of the Foundation Council or the Board of Directors so request on the basis of a unanimous resolution.

(3) Invitations shall be issued in writing four weeks before the meeting, stating the agenda. Errors of summons shall be deemed to have been cured if all members are present and no one objects.

(4) Members of the Foundation Council who are not present at a meeting may be represented by another member on the basis of a written power of attorney.

(5) The Foundation Council shall constitute a quorum if, after all members have been duly invited, at least half of its members, including the Chairman, are present or represented at the meeting.

(6) The Foundation Council shall adopt its resolutions by a simple majority of the votes cast. Abstentions shall be considered as votes not cast. In the event of a tie, the Chairperson shall have the casting vote. A majority of two thirds of the votes cast shall be required for resolutions concerning the economic and financial plan as well as the annual accounts, the election, appointment and dismissal of members of the Board of Directors as well as the discharge of the Board of Directors. Resolutions of the Foundation Council cannot be passed against the votes of the Chairman of the Foundation Council and his deputy.

(7) The members of the Board of Directors shall participate in the meetings of the Foundation Council in an advisory capacity. The provisions on joint resolutions of the Foundation Council and the Executive Board shall remain unaffected. The Executive Board shall be heard before each resolution of the Foundation Council and shall be informed of all resolutions. Members of the Foundation Council and of the Executive Board who are affected by resolutions of the Foundation Council or by joint resolutions of the Foundation Council and the Executive Board shall be excluded from participating in the relevant agenda item and from exercising their voting rights in this respect

§ 10
Executive Board

(1) The Executive Board shall consist of at least three and at most five members. The members of the first Executive Board shall be determined in the foundation business.

(2) The Director of the Gewandhaus shall be a natural member of the Board. Another member, who shall exercise the function of executive member of the Board, shall be delegated by the Lord Mayor of the City of Leipzig. This Board member shall at the same time exercise the office of Director of the Mendelssohn House.

(3) All other members of the Board shall be elected and appointed by the Foundation Council. They shall have professional competence and experience with regard to the fulfilment of the Foundation's tasks.

(4) The born member of the Board shall hold his office on the Board for the duration of his office in the Gewandhaus zu Leipzig. The member delegated to the Board by the Lord Mayor of the City of Leipzig shall hold office until the delegation is revoked. The term of office of all other Board members is five years. Re-election is possible.

(5) The members of the Board may resign from office before the end of their term for good cause with one month's notice effective at the end of the quarter. The Foundation Board may dismiss another member of the Executive Board for good cause with immediate effect and elect and appoint a successor for the remaining term of office.

(6) The Executive Board shall adopt rules of procedure which shall be approved by the Foundation Council.

§ 11
Tasks of the Executive Board

(1) The Executive Board shall manage the Foundation, administer the assets and conduct the business of the Foundation. The Executive Board shall decide on its own responsibility in all matters in accordance with the law, the Articles of Association, the Rules of Procedure and the resolutions of the Foundation Council. It shall be obliged to manage the assets of the Foundation conscientiously and economically and to use the funds of the Foundation conscientiously and economically.

(2) The Executive Board shall represent the Foundation in and out of court. In legal transactions, the Foundation shall be represented jointly by the Executive Member of the Board and another member of the Board if the value of the individual transaction exceeds EUR 50,000. With regard to transactions which are the subject of the economic and financial plan approved by the Foundation Council, the Foundation shall be represented by the Executive Member of the Board alone.

(3) Within the framework of the approved economic and financial plan, the Executive Board shall decide on the use of the Foundation's funds and the measures to realise the purpose of the Foundation. In particular, the Executive Board shall decide on endowments of the Foundation as well as on the awarding of performance scholarships and shall make proposals for the awarding of the International Mendelssohn Prize. The Board shall also decide on the acceptance of endowments, donations and other contributions.

(4) The Board of Directors shall draw up a business plan and a financial plan in good time before the beginning of each business year. The business plan shall consist of a medium-term plan of the income and expenditure of the Foundation. Special assumptions of the business plan and the finance plan shall be justified and developments explained within the framework of a commentary. The business plan and the financial plan shall be submitted to the Foundation Council for approval in accordance with § 8 paragraph 3 lit. a).

(5) After the end of the business year, the Executive Board shall prepare an annual financial statement within three months, which shall contain a statement of income and expenditure, a presentation of the assets and liabilities, the business and management report as well as a report on the fulfilment of the purposes of the Foundation. The audited annual accounts shall be submitted to the Foundation Council in accordance with § 8 paragraph 3 lit. a) within a further three months for approval and to the Foundation Supervisory Authority for information.

(6) The Executive Board shall report to the Chairperson of the Foundation Council on an ongoing basis on the affairs of the Foundation handled by the Executive Board and on the execution of the resolutions of the Foundation Council. The Executive Member of the Board shall prepare the meetings of the Foundation Council together with the Chairman of the Foundation Council. The members of the Executive Board shall attend the meetings of the Foundation Council.

(7) The Executive Board shall be responsible for informing the Supervisory Board of the Foundation about significant measures of the Foundation, for notifying the respective composition of the Foundation's bodies and for submitting the audited annual financial statements.

§ 12
Resolutions of the Board

(1) As a rule, the Board shall adopt its resolutions in meetings. The Executive Member of the Board shall invite all members of the Board to a meeting in accordance with the requirements of proper administration and management, but at least once a quarter, in writing, giving two weeks' notice and stating the exact agenda. Meetings shall also be convened if at least two members of the Executive Board or the Executive Board of the Foundation Council so request. Errors of summons shall be deemed to have been remedied if all members of the Board are present and no one objects.

(2) Outside meetings, resolutions may also be adopted by written procedure, i.e. also by email or fax, if all members of the Board agree. Resolutions passed in this way shall be recorded in writing by the managing member of the Executive Board.

(3) A member of the Executive Board may be represented at the meeting by another member of the Executive Board.

(4) The Executive Board shall constitute a quorum if, after due invitation, at least half of its members, including the Executive Board member, are present or represented at the meeting. 

(5) The Executive Board shall adopt its resolutions by a simple majority of the votes cast. Abstentions shall be considered as votes not cast.
The provisions on joint resolutions of the Foundation Council and the Executive Board shall remain unaffected. 

§ 13
Joint meetings of the Foundation Council and the Board of Directors

(1) Joint meetings of the Foundation Council and the Executive Board shall be chaired by the Lord Mayor of the City of Leipzig. Section 9 (3) shall apply accordingly to the invitation. A quorum shall be deemed to exist if the Foundation Council on the one hand and the Executive Board on the other hand constitute a quorum.

(2) Resolutions of the Foundation Council and the Executive Board in a joint meeting pursuant to § 5 para. 3, § 7 para. 4 sentence 1 and para. 5 sentence 2 as well as § 8 para. 3 lit. c) require a majority of two thirds of the votes cast; in the event of a tie, the Chairman of the Foundation Council shall have the casting vote. § 15 and § 16 shall remain unaffected.

§ 14
Scientific and Artistic Advisory Board

(1) The Foundation shall have a Scientific and Artistic Advisory Board consisting of up to 20 members. The members of the Advisory Board shall be appointed by the Foundation Council for a period of five years after hearing the Executive Board. Reappointment is permissible.

(2) The Advisory Board advises the Foundation Council and the Executive Board and promotes the activities and reputation of the Foundation.

(3) Personalities shall be appointed to the Advisory Board who are particularly qualified to support the objectives of the Foundation through their advice, participation and assistance. The Advisory Board shall include representatives of intellectual and cultural life, law and business.

§ 15
Amendment of the Statutes

(1) The Board of Trustees and the Executive Board may decide in joint session to amend the Articles of Association if this is necessary to better fulfil the purpose of the Foundation and if the purpose remains unaffected.

(2) If, due to a significant change in circumstances, the fulfilment of the purpose of the Foundation appears impossible or no longer reasonable, the Foundation Council and the Board of Directors may amend the purpose of the Foundation in a joint meeting. They may also give the Foundation another purpose which is related to the original purpose and the permanent and sustainable fulfilment of which appears to be guaranteed without jeopardising the original purpose.

(3) Any amendment to the Articles of Association which is adopted by the Foundation Council and the Board of Directors in a joint meeting and which does not concern the purpose of the Foundation shall require a majority of two thirds of the votes cast. Amendments to the purpose require a unanimous resolution of the respective bodies. Any resolution to change the purpose also requires the approval of the foundation supervisory authority and prior consultation with the competent tax office. The resolutions may not impair or cancel the charitable status of the foundation.

§ 16
Dissolution/cancellation of the foundation and merger

(1) In the event of a substantial change in circumstances, the Foundation Council and the Executive Board may resolve in a joint meeting by a unanimous resolution of all participants to dissolve the Foundation or to merge it with one or more other tax-privileged foundations or tax-privileged corporations, in particular if circumstances no longer permit the Foundation's purpose to be fulfilled on a permanent and sustainable basis and the sustainable fulfilment of a changed or new Foundation purpose is also out of the question. The merger with or addition to another foundation or corporation and a dissolution of the foundation required for this purpose shall also be permissible provided that this is expedient for economic, organisational or other important reasons and that the realisation of the will of the founders also appears to be ensured in this case.

(2) The new foundation or new corporation resulting from a merger must also be non-profit-making.

§ 17
Accumulation of assets

In the event of the dissolution or abolition of the Foundation or the discontinuation of its tax-privileged purposes, the assets shall pass to the City of Leipzig, which shall use them directly and exclusively for charitable purposes.

§ 18
Supervision of the Foundation / Auditing

(1) The Foundation shall be subject to supervision in accordance with the provisions of the Saxon Foundation Act (SächsStiftG) as amended.

(2) The foundation shall be audited by an auditor or an auditing company. The audit must cover the preservation of the foundation's assets and the use of the income and donations in accordance with the statutes.

Leipzig, 8th June 2020