The Constitution of the “Frankfurt Foundation for Children with Cancer”

Preamble

The association “Hilfe Für Krebskranke Kinder Frankfurt e.V.” established this foundation in 1994 with the aim of improving the situation of children with cancer in the long term. The Foundation shall continue to bear the name “Frankfurt Foundation for Children with Cancer”.

§ 1 Name, Seat, Legal Form

1. The name of the Foundation shall be “Frankfurter Stiftung für krebskranke Kinder” (Frankfurt Foundation for Children with Cancer).
2. It is a foundation under civil law with legal capacity.
3. It shall have its seat in Frankfurt am Main.

§ 2. The purpose of the foundation

1. The Foundation shall exclusively and directly serve charitable scientific purposes and health care within the meaning of Sections 51 to 68 of the German Fiscal Code (Abgabenordnung).
2. The purpose of the Foundation shall be
   
   • to build and operate a research house/research institute. The focus of the research is on the field of haematology and oncology with an emphasis on paediatrics.
   • to promote medical care and improve the psychosocial situation of children, adolescents and young adults with cancer in the inpatient and outpatient sector.

In addition to cooperating with the Hospital of the Johann Wolfgang Goethe University Frankfurt am Main, the Foundation may contact other scientific institutes and institutions as well as pharmaceutical and other companies to pursue its purposes.

The purposes may additionally be furthered through cooperation with other research institutions, such as a university or college, which pursue the following objectives:

• • • the exchange of scientific experience
    • joint research projects
    • the promotion of young scientists and the facilitation of the reciprocal use of facilities.

3. The Executive Board of the Foundation shall decide on the allocation of the Foundation’s funds.

§ 3 Foundation Assets

1. The assets of the Foundation shall be maintained and invested profitably in accordance with the provisions of the law.
2. The assets of the Foundation may be increased by endowments or contributions from third parties. The assets of the Foundation shall be increased by donations from third parties if the donor has so determined.
3. Recourse to the substance of the assets of the foundation shall only be permissible with the prior consent of the supervisory authority if the founder’s intention cannot be realised in any other way and the continued existence of the foundation is guaranteed for an appropriate period of time.

§ 4 Income from the Foundation’s Assets

1. The available funds of the Foundation may only be used to meet the costs of the Foundation and to realise the purpose of the Foundation. Any surplus of income over expenditure may be placed in reserves within the framework of § 58 No. 6 and 7 of the German Fiscal Code (Abgabenordnung).
2. The Foundation shall act selflessly; it shall not primarily pursue its own economic purposes. No one may be favoured by expenses, services or benefits which are incompatible with the purpose of the Foundation or by disproportionately high remuneration. Insofar as third parties incur expenses for tasks which they perform for the Foundation, they may be reimbursed appropriately.

§ 5 Governing Body of the Foundation

1. The governing body of the Foundation shall be the Board.
2. The Board shall consist of at least 5 and at most 9 persons. It shall elect a chairman and deputy chairman from among its members.
   The Board shall include:
   
   • a representative of the founder and
   • up to eight further members to be nominated by the Board, one of whom shall be qualified to hold judicial office and the others – if possible – to be merchants or bankers.
   • The Director of the Research Institute and the Executive Director shall have a permanent seat on the Board in an advisory capacity (no voting rights).
3. The term of office shall be five years. A shorter term of office may be determined. Re-elections are permissible.
4. Before the expiry of the term of office of individual or all members, the Executive Committee shall elect successors. After the expiry of the term of office, the Executive Board in office up to that time shall continue the business, if necessary, until the election of the new Executive Board / Executive Board member.
5. The members of the Executive Board shall in principle perform their duties on an honorary basis. In deviation from this, the Executive Board may decide that they receive a lump-sum expense allowance for their activities which is appropriate in relation to their tasks. The amount shall also be decided by the Executive Board with a simple majority.

§ 6 Tasks of the Board of Directors

1. The Board shall administer the Foundation. It shall represent the Foundation in and out of court with at least two of its members. One of these members must be the Chairperson or the Deputy Chairperson of the Board.

2. Legal transactions binding the Foundation with more than 100,000 Euros in an individual case require the prior consent of at least 4 members of the Foundation’s Board of Directors. One of these members must be the Chairman or the Deputy Chairman of the Board.

§ 7 Resolutions of the Board

1. The Board shall pass its resolutions by a simple majority of the members present. A quorum is constituted when more than half of its members are present. In the event of a tie, the Chairman, or in his absence the Vice-Chairman, shall have the casting vote.
2. In the case of resolutions passed by written circulation, the consent of the majority of all members of the Executive Committee shall be required.

§ 8. Managing Director

1. The Executive Board shall appoint a General Manager. He/she shall be responsible for the supervision of all administrative staff and for the supervision of all staff members and shall represent the Foundation vis-à-vis third parties within the scope of current business.
2. The Executive Director shall be responsible to the Board and bound by its instructions.

§ 9 Management

1. The management and investment of the assets of the Foundation shall be carried out with the diligence of a prudent businessman.
2. The Board shall be convened by the Chairperson or the Vice-Chairperson as often as deemed necessary for the proper conduct of business. The Board shall be convened if at least one third of its members or the Director or the Managing Director so request.
3. The financial year shall be the calendar year. At the end of each financial year, an account shall be kept of income and expenditure and of changes in the assets.
4. After the end of the financial year, the Board shall draw up an annual report and an annual financial statement. These shall be submitted to the Foundation Supervisory Authority. The annual accounts shall be audited by an auditor or an auditing company.

§ 10 Board of Trustees

The Foundation may appoint a Board of Trustees.

§ 11 Foundation supervision

The foundation shall be subject to state supervision in accordance with the applicable foundation law.

§ 12 Dissolution of the Foundation, Merger, Amendment of the Constitution

1. Applications for the dissolution of the Foundation, the merger with another foundation and the amendment of the purpose of the Foundation shall only be admissible if there are substantial changes in the circumstances.

2. Amendments to the constitution which affect the purpose of the Foundation shall require the consent of the competent tax office.

3. A two-thirds majority of the members of the Board of Directors shall be required for a decision in accordance with paragraphs 1 and 2 as well as for amendments to the Constitution.

4. In the event of the dissolution of the Foundation or in the event of a change in the purpose of the Foundation which leads to the permanent and definitive discontinuation of the tax benefit, the assets shall pass to the association “Hilfe Für krebskranke Kinder Frankfurt e.V.” The legal successor shall use the assets exclusively for charitable purposes in accordance with the statutes of the Foundation.