Statutes

 

§ 1  Name, seat, legal form

(1)  The foundation is called „DEFA-Stiftung“

(2)  It is a private foundation and has its seat in Berlin.

§2  Purpose of the foundation

(1)  The purpose of the foundation is the promotion of art and culture, that is the utilization, preservation and cultivation of the transfered DEFA filmstock as a part of the national cultural heritage and the promotion of German film culture and film art including the allocation of the means for the fulfilment of this purpose.

(2)  The foundation fulfils the foundation purpose particularly by

a)  proposing, promoting and if possible carrying out measures for the scientific and journalistic development and treatment of the DEFA filmstock and if necessary other films through

-  the cooperation with corporations of the public law and other non-profit corporations ( of benefit to the public/charitable corporations), which are active in the field of the promotion of German film culture and film art,

-  corresponding projects by students, graduate students studying for a doctorate and other specialists according to § 57 section 1 clause 2 of the tax law;

b)  promoting, carrying out and participating in exhibitions, symposium and other specialist events in the cultural and artistic field, which correspond to the purpose of the foundation considering § 58 nr 2 of the tax law;

c)  allocating funds to corporations of the public law and corporations favoured by tax according to § 58 nr 2 of the tax law – giving priority to those corporations which work in the acceding territories - especially for

-  archival and museum tasks

-  education measures in the field of film culture and film art;

d)  cooperating with international cultural institutions to fulfil the purpose of the foundation

(3)  The foundation pursues immediately and exclusively purposes of benefit to the public/charitable purposes according to the section „tax-favoured purposes“ of the tax law

(4)  The foundation works selflessly; it does not pursue commercial aims first.

§ 3   Foundation property, foundation resources

(1)  The foundation property consists particularly of the non-disposable ancillary copyrights and exploitation rights to the DEFA filmstock (section 2) and to the property of the site Burgstraße 27 in Berlin-Mitte.

(2)  The DEFA filmstock consists according to section 1 essentially of

-  the films produced until 30 June 1990 on commission by the leadership of film of the GDR by

a)  the DEFA studio for fiction film (including those of the production group „Stacheltier“),

b)  the DEFA studio for documentary film (including the incorporated DEFA studio for popular scientific film, Group 67 and Studio H&S),

c)  the DEFA studio for animated film

and by the predecessors in title of the above mentioned studios;

- synchronisations of foreign films which had been produced in the DEFA studio for synchronisation for exhibition purposes until 30 June 1990,

(3)  The foundation is allowed to accept further funds as long as these are intended for purposes according to the statutes.

(4)  An adequate part of the funds is to be used for the promotion of measures and/or institutions with relevance for the state; the foundation council decides which part of the proceeds is adequate.

(5)  The funds of the foundation are only to be used for purposes according to the statutes. No person, who is foreign to the purposes of the foundation, is allowed to be favoured through expenses or unproportionally high payments.

§ 4  Foundation organs

 The organs of the foundation are

a)  the foundation council

b)  the board

§ 5  Foundation council

(1)  The foundation council consists of

a)  two members appointed by the representative of the Federal Government for Cultural and Media Affairs with the Chancellor,

b)  a member appointed in alternation by the highest regional authorities responsible for filmcultural affairs of the Länder Berlin and Brandenburg, starting with the responsible highest regional authorities of Berlin,

c)  a member appointed by the highest regional authorities responsible for filmcultural affairs of the Land Saxony,

d)  a member appointed by each the Bundesarchiv and the Friedrich-Wilhelm-Murnau-Stiftung in Wiesbaden,

e)  four members from the field of film culture and film economy, one of who is appointed by each the representative of the Federal Government for Cultural and Media Affairs with the Chancellor and by the highest regional authorities responsible for film cultural affairs of the Länder Berlin, Brandenburg and Saxony.

For each full member (clause 1) a deputy member is to be appointed by the appointing offices who fulfils the duties of the full member in his absence. The deputy member for the full member appointed according to section 1 letter b) in alternation between Berlin and Brandenburg is to be appointed by the other land respectively; the deputy member also has the right to attend the discussions of the foundation council – without the right to vote - when the full member is present.

As a matter of priority, members from the acceding territory should be appointed.

The responsible highest regional authorities of the Länder Mecklenburg-West Pommerania, Saxony-Anhalt and Thuringia have the right to send a representative each to the meetings of the foundation council; they take part in the discussions without right to vote.

(2)  The members of the foundation council are appointed for the first time for the period until 31 December 2000 and then until the 31 December of the following three years. When one member retires a new member will be appointed for the duration of the current term of office.

(3)  The members receive compensation for their spendings as long as these are not compensated by another party, above all the appointing offices; details will be arranged by the foundation council.

(4)  The foundation council elects the chairman and the deputy chairman among its members for the duration of the current term in office of the elected member(s).

§ 6  Meetings, passing of resolutions

(1)  The chairman convenes the meetings of the foundation council. A minutes has to be done of a meeting. The minute has to be signed by the chairman.

(2)  The chairman can admit guests, especially from the field of the appointing offices according to § 5 section 1 as well as experts to single points of discussion.

(3)  The foundation council has a quorum if seven members are present, among them the chairman or the deputy chairman.

The foundation council passes its resolutions with a majority of two thirds of the members present entitled to vote. For changing statutes, the resolution on the dissolving of the foundation or its merging with another foundation a majority of three quarters of the members present is necessary.

Resolutions on the dissolving of the foundation or its merging with another foundation are allowed even without essential alterations of the conditions. They need the assent of the founder to 1.

(4)  Resolutions can also be passed in writing. Sections 1 and 3 are valid correspondingly on condition that resolutions on changing of statutes, the dissolving of the foundation and its merging with another foundation cannot be passed in writing. The written vote is inadmissable if two members of the foundation council contradict this procedure in writing.

(5)  The foundation council gives itself standing orders.

§ 7  Tasks of the foundation council

(1)  The foundation council lays down the principles of the work of the foundation and can give universal guidelines for these; the council can bind the measures of the board to its consent.

(2)  The foundation council is responsible for

a)  the assessment of the annual budget,

b)  the assessment of the annual accounts and the passing of the resolution on the report about the fulfilment of the purpose of the foundation which has to be handed in annually to the foundation supervision,

c)  the assent to the instructions and obligations which go beyond the scope of the current affairs and exceed a scope to be lain down by the foundation council,

d)  the assent to the purchase, disposal and mortgage of property and property-like rights,

e)  the assent to contracts which transfer the exploitation of the filmstock to a third party,

f)  the assent to the appointment of an authorized representative according to § 8 section 3,

g)  the laying down of principles for the use of the funds according to § 3 section 4,

h)  the appointment of the board and the completion of the contract/s of employment with the board,

i)  the representation of the foundation in and out of court with regard to the board,

j)  the relief of the board,

k)  the obligation of those employees whose earnings correspond to Verg.Gr.IV b of the BAT (statutory salary scale) or exceed it,

l)  the passing of resolutions on changing of statutes, dissolving of the foundation and merging of the foundation with another foundation.

§ 8  Board

(1)  The board consists of one or two persons.

(2)  The board runs the foundation according to the statutes on its own responsibility. It represents the foundation in and out of court. The members of the board are commited to the conscientious and economical administration of the foundation property and other funds.

(3)  If the board consists of two members the foundation is either represented by both board members or by one member together with an authorized representative.

§ 9  Financial year; treasuring and accounting; checking of annual accounts

(1)  The financial year is the calendar year.

(2)  The board has to record the takings and expenses of the foundation and to collect the receipts. At the end of every financial year listings of the takings and expenses of the foundations and its property as well as a report on the fulfilment of the purpose of the foundation have to be made and submitted to the foundation council for passing.

(3)  The board has to have the listings made according to section 2 proven by a publically ordered accountant or by an acknowledged accountancy firm whose report has to be submitted to the supervisory authority. The examination task must also apply to the preservation of the foundation property as well as to the use of the takings and possible donations according to the statutes by drawing up a report according to § 8 section 2 of the Berlin foundation law.

(4)  The Federal Accounting Office has the right to check the accounting of the foundation.

§ 10  Dissolving of the foundation

In the case of a dissolving of the foundation all its property will be passed on to the legally responsible charitable Friedrich-Wilhelm-Murnau-Stiftung in Wiesbaden which will have to use the property solely and immediately for the purposes listed in § 2.