Statutes of the Hermann Hauser Guitar Foundation

based in Munich

Preamble

§ 1
Name, legal status, registered office

(1) The foundation is called the Hermann Hauser Guitar Foundation.
(2) It is a legal foundation under civil law based in Munich.
(3) It pursues public purposes.

§ 2
Purpose of the foundation

(1) The purpose of the foundation is to comprehensively promote and maintain science and culture in the field of guitar music. The foundation operates internationally.
(2) The foundation achieves its purpose in particular through:
The research and presentation of the historical foundations of the development of the guitar as a musical instrument, including instrument construction, as well as through the creation of an instrument collection that is accessible to the public; in particular through fiduciary activities in the area of instrument collection and care.
(3) The awarding of prizes to producing or reproducing musicians and media artists as well as musicologists who achieve special achievements in the field of guitarism. The aim is to promote their artistic work and make valuable works of art available to the general public (art prize). The art prize is called

“Nymphenburg Guitar Art Prize”

awarded.

The foundation’s art prize is awarded, if possible, every three years. It will be endowed with €4,000.00 from 2024. Self-applications are not possible.
In the two years between the art award ceremonies, the foundation awards a one-time sponsorship award to support the development of students in the guitar department. The funding award is called

“Hermann Hauser Sponsorship Prize”

awarded.

From 2025, the funding award will be endowed with €1,000.00 each. Here too, self-applications are not possible.

(4) The amount of the art prize and the sponsorship prize can be adjusted to changes in economic circumstances by resolution of the board of trustees.

(5) With these goals, the foundation pursues exclusively and directly charitable purposes within the meaning of the “tax-privileged purposes” section of the tax code.

(6) The foundation can also make financial or material resources available to other tax-privileged corporations or a legal entity under public law if these bodies use the funds to promote the purpose of the foundation in accordance with paragraphs 1 and 2 (procurement of funds in the tax sense).

§ 3
restrictions

(1) The foundation operates selflessly. It does not primarily pursue its own economic purposes. It may not benefit any person through expenses that are outside the purpose of the foundation or through disproportionately high remuneration. The founders and their heirs do not receive any donations from the foundation’s funds.

(2) Beneficiaries of the foundation do not have a legal claim to benefits from the foundation based on these statutes.

§ 4
Basic assets

(1) The assets (basic assets) donated to the foundation for the long-term and sustainable fulfillment of its purpose must be preserved in their undiminished value. At the time the foundation was established, it consisted of €50,000.00.

(2) Donations (contributions to the basic assets) are permitted. Other donations without a specific purpose, e.g. due to a disposition upon death, can be added to the basic assets.

(3) The basic assets can be reallocated to maintain value or strengthen its earning power. Profits from the reallocation should be placed in a reallocation reserve, which is to be allocated to the basic assets after the reallocation losses have been offset. By resolution of the foundation board, a reallocation reserve can be used in whole or in part for statutory purposes.

§ 5
Foundation funds

(1) The foundation fulfills its tasks

from the income from the foundation’s assets (basic assets and other assets),
from donations, insofar as they are not intended by the donor to increase the basic assets; Section 4 Paragraph 2 Sentence 2 remains unaffected.

(2) All funds may only be used for statutory purposes.

(3) Within the framework of the tax law provisions, reserves can be created, in particular to the extent that this is necessary in order to maintain the value of the basic assets undiminished and to be able to fulfill the tax-privileged statutory purposes on a permanent and sustainable basis.

§ 6
Foundation bodies

(1) are organs of the foundation

Foundation board
Board of Trustees

(2) The members of the foundation’s bodies are obliged to administer the foundation conscientiously and economically.

(3) The work in the foundation bodies is voluntary. Any expenses incurred will be reimbursed. The Board of Trustees can decide on an appropriate flat rate for the material and time expenses of the members of the Foundation Board.

§ 7
Foundation board

(1) The foundation board consists of at least two to a maximum of three members. They are elected by the Board of Trustees for a maximum period of four years; If a board member leaves early, the new member will only be elected for the remainder of the term. Re-election is permitted. A resigning member remains in office until the respective succeeding member is elected.

(2) The Board of Trustees appoints a chairman and a deputy chairman who will represent the chairman in all matters if he is unable to attend.

(3) Membership in the foundation board ends – except in the event of death –

with withdrawal, which can be declared at any time,
with the expiration of the term of office,
with the legally binding determination of legal incapacity or with the appointment of an official guardian,
upon dismissal by the Board of Trustees for good cause; There does not have to be any culpable behavior on the part of the member concerned or any damage caused to the foundation. The member concerned must be heard before dismissal. An important reason for a member exists, for example, if
- it misuses the assets of the foundation for its own purposes or purposes unrelated to the statutes,
- it violates the reporting and submission obligations to the board of trustees,
- it intentionally deceives the other members of the foundation board about legally relevant facts,
- it is no longer capable of proper management,
- the relationship of trust between him and the appellate body has broken down,
- a rift with other members of the foundation’s bodies significantly jeopardizes constructive cooperation for the benefit of the foundation.

If there is a dispute about the dismissal for good cause, the official position of the member concerned is suspended until the dispute has been legally decided by the statutory judge or otherwise resolved. The foundation must act as if the board position were not occupied. An interim member can be appointed/elected for the period until a decision or settlement is made.

§ 8
Representation of the foundation, tasks of the foundation board, management

(1) The foundation board represents the foundation in and out of court. He has the status of a legal representative. Its members are authorized to represent each other individually. Internally, the chairman alone represents the foundation.

(2) The Board of Trustees is authorized to make urgent orders in place of the Board of Trustees and to take care of urgent business. He must inform the Board of Trustees of this at the next meeting at the latest.

(3) The foundation board manages day-to-day business in accordance with the guidelines and resolutions of the foundation board. The tasks of the foundation board are in particular:

the preparation of the foundation’s budget estimate,
the submission of proposals for the use of the income from the foundation’s assets and the consumption of certain donations,
proper bookkeeping and collection of receipts and evidence,
the preparation of the annual financial statements (financial statements and overview of assets), the preparation of the report on the fulfillment of the foundation’s purpose and the submission of the documents required for the audit to the foundation supervisory authority within six months of the end of the financial year.

(4) At the request of the foundation supervisory authority, the foundation board must have the foundation’s annual financial statements audited by an auditor or a sworn auditor. The audit and the certificate stating the results of the audit must also cover compliance with the principles of proper accounting, the undiminished preservation of the basic assets and the intended use of its income and the consumption of certain donations.

(5) The financial year is the calendar year.

(6) The provisions of Section 11 of these statutes apply accordingly to the business operations of the Foundation Board. The foundation board can set its own rules of procedure.

(7) The Foundation Board meets as often as necessary to fulfill its duties or if one of its members requests the meeting in writing, stating the purpose and reasons, but at least once a year.

§ 9
Board of Trustees

(1) The Board of Trustees consists of seven members. They are appointed by the founders or their successors on the Board of Trustees in accordance with Section 9 Paragraph 3 of the Articles of Association for a period of two years; If a member leaves early, the new member will only be appointed for the remainder of the term. Reappointment is permitted. A resigning member remains in office until the respective successor member is appointed.

(2) The founders are appointed members of the foundation board for their lifetime. The founder, Mr. Klaus Wolfgang Wildner, appoints the other members of the foundation board, in particular the chairman and the deputy chairman), who represents the chairman in all matters if he is unable to do so (right of appointment).

After the founders leave the Board of Trustees, they move up, while retaining the right to be members of the Board of Trustees for life

Mr. Hermann Hauser
Ms. Kathrin Hauser, born March 21, 1982, 94419 Reisbach,
Ms. Franziska Hauser, born July 30, 1987, 94419 Reisbach

Mr. Klaus Wolfgang Wildner
Ms. Julia Wildner, born May 7, 1986, 51069 Cologne,
Mr. Tobias Wildner, born November 22, 1983, 68309 Mannheim.

The person named first joins the board of trustees as a member. After their departure, the next person named joins the Board of Trustees as a member. If the people named as successors are already members of the board of trustees, they acquire the right to be members of the board of trustees for life after the founders leave the board of trustees. The people designated as successors for the founder Klaus Wolfgang Wildner also acquire the right to name the founder Klaus Wolfgang Wildner for members of the foundation board.

The founders, Mr. Hermann Hauser and Mr. Klaus Wolfgang Wildner, reserve the right to supplement or change the names of the people designated as their successors by means of a last will and testament; The order can also be changed here.

The person or other people replacing the founder Klaus Wolfgang Wildner does not want or cannot take over the office of chairman or deputy of the board of trustees or of the ordinary member of the board of trustees, or no one is available to replace the founder Klaus Wolfgang because the number of specific people has been exhausted Wildner is at his disposal and unless he has made a different provision, the right of appointment is transferred to the board of trustees, which elects additional members by majority vote of the members as well as the chairman and his deputy, if they are to be elected.

When the foundation board members are elected by the board of trustees, the following principles must be observed:

One member of the foundation board must be selected from among the descendants of the founders. If no descendant of the founder is available for this task, at least one of the members of the foundation board must come from the guitar making sector and one of the members of the foundation board must come from the guitarist circle.

The members of the foundation board may not be representatives of or have more than 25% economic interest in institutions or facilities that may compete with the foundation or companies affiliated with the foundation.

In this way, the foundation’s business activities should be kept free of interests external to the foundation.

The Board of Trustees also has this right to vote if the Board of Trustees consists of fewer than seven members and the person or members who are missing are not supplemented by the holder of the right of appointment within three months of their departure from the Board of Trustees. For the exercise of the Board of Trustees‘ right to vote in accordance with this paragraph, it remains quorate if the number of members of the Board of Trustees falls below the number determined in accordance with paragraph (1), sentence 1, due to the departure of one or more members.

(3) Members of the foundation board may not also be members of the foundation board.

(4) Membership in the Board of Trustees ends – except in the event of death –

with withdrawal, which can be declared at any time,
with the expiration of the term of office,
with the legally binding determination of legal incapacity or with the appointment of an official guardian,
upon dismissal by the founder for an important reason; There does not have to be any culpable behavior on the part of the member concerned or any damage caused to the foundation. The member concerned must be heard before dismissal.

An important reason for a member exists, for example, if

it misuses the assets of the foundation for its own purposes or purposes unrelated to the statutes,
it intentionally deceives the other members of the foundation board or board about legally relevant facts,
a rift with other members of the foundation’s bodies significantly jeopardizes constructive cooperation for the benefit of the foundation.

§ 10
Duties of the Board of Trustees

(1) The Board of Trustees decides on all fundamental matters and advises, supports and monitors the Board of Trustees in its activities.

In particular, it decides on:

the budget estimate, see Section 8 Paragraph 3 Sentence 2 No. 1,
the use of the income from the basic assets and the consumption of certain donations, see Section 8 Paragraph 3 Sentence 2 No. 2,
the annual financial statements and the report on the fulfillment of the foundation’s purpose, see Section 8 Paragraph 3 Sentence 2 No. 4,
the appointment of an auditor or a sworn auditor, see Section 8 Paragraph 4,
the election of the members of the foundation board, see § 7,
the discharge of the foundation board,
Changes to the foundation statutes and applications for conversion or cancellation of the foundation, see § 12.,
the guidelines for the administration of the foundation,
the changes to the foundation statutes and applications for conversion, dissolution or cancellation of the foundation,
the conclusion of legal transactions that require foundation supervisory approval.

(2) The chairman of the foundation board represents the foundation in legal transactions with the foundation board or individual members of the foundation board.

§ 11
Business of the Board of Trustees

(1) The Board of Trustees is called to a meeting by the chairman, or if he is unable to attend, by the deputy chairman, as required, but at least once a year, stating the agenda and observing a notice period of two weeks. The call is made in writing. Meetings must also be called if at least two members or the foundation board request this. At the request of the Board of Trustees, the Board of Directors must attend its meetings.

(2) Meetings can take place in person, via video conference, by telephone or in a mixed form. At meetings that do not take place or do not take place exclusively in person, all members of the Board of Trustees have the opportunity to follow the meeting in full and to ensure that they exercise their right to ask questions, submit proposals, contribute to discussions and cast votes in an appropriate manner. The chairman decides on the form of the meeting at his discretion. The type of meeting and, if applicable, access details must be stated in the notice. The members of the Board of Trustees have no right to object.

(3) The Board of Trustees has a quorum if it has been properly invited and at least half of the members, including the chairman or deputy chairman, are present. Members who take part in the meeting by telephone or video transmission in accordance with the specified meeting form are also considered to be present. Loading errors are considered to have been resolved if all affected members are present and none of these members raises an objection. Every absent member, with the exception of the chairman, can be represented by another member based on written power of attorney; no member may no longer represent as a member; a represented member is considered to be present. If the Board of Trustees does not have a quorum, the meeting must be re-invited in compliance with the above forms and deadlines. The meeting called based on the renewed summons always has a quorum. This must be pointed out at the second call.

(4) Unless Section 12 applies, the Board of Trustees makes its decisions with a simple* majority of the votes cast. In the event of a tie, the vote of the chairman or deputy chairman has the casting vote.

(5) If no member objects, resolutions can be passed in written circulation. This does not apply to decisions according to Section 12 of these statutes.

(6) The written form in accordance with paragraphs 1, 3 and 5 is deemed to have been maintained by fax, email or other documentable transmission.

(7) Minutes must be taken of the results of the meetings and resolutions in the written procedure, which must be signed by the chairman and the secretary. They must be made known to all members of the foundation’s bodies.

(8) The Board of Trustees can establish its own rules of procedure

(9) The members of the Board of Trustees can be represented at resolutions and meetings by other members of the Board of Trustees if they present written power of attorney and the majority of the votes are exercised directly by members of the Board of Trustees. This does not apply to the chairman, who is represented exclusively by his statutory deputy.

§ 12
Changes to the statutes, conversion and cancellation of the foundation

(1) The admissibility of amendments to the statutes depends on the legal regulations. Changes to the statutes are also permitted if they are compatible with the founder’s wishes. The statutory requirements for tax relief may not be eliminated as a result of the amendment to the statutes. To the extent that changes to the statutes may affect the foundation’s tax relief, they must be submitted to the responsible tax authority.

(2) Consolidation, addition, dissolution and cancellation are based on the statutory provisions.

(3) Resolutions pursuant to paragraph 1 require the consent of three quarters of the members of the Board of Trustees, resolutions pursuant to paragraph 2 require the consent of all members of the Board of Trustees. The resolutions only become effective after approval or decision by the foundation recognition authority.

§ 13
Board of Trustees

The foundation has a board of trustees as an advisory body without an executive function: Individual natural persons who appear suitable and are willing to support the foundation in a variety of ways are appointed to the board of trustees upon application and resolution of the board of trustees.

The members of the Board of Trustees are appointed for a period of five years. Multiple appointments are possible.

The chairman of the foundation board, or if he is unable to attend, the deputy chairman, can, if necessary, convene the members of the board of trustees in individual cases to discuss current issues.

§ 14
Asset accrual

If the foundation is abolished or dissolved or if its tax-privileged purposes no longer apply, the remaining assets will go to the state capital of Munich. This must be used directly and exclusively for charitable purposes, taking into account the purpose of the foundation.

§ 15
Foundation supervision

(1) The foundation is subject to the supervision of the government of Upper Bavaria.

(2) The foundation board must immediately notify the foundation supervisory authority of any changes to the address, the right of representation and the composition of the bodies as well as any deprivation of the foundation’s non-profit status by the tax office and to submit any rules of procedure in the current version.

§ 16
Come into effect

This new version of the statutes comes into force upon approval by the government of Upper Bavaria.

At the same time, the foundation’s statutes dated February 16, 2005, approved by the government of Upper Bavaria on April 12, 2005, expire.

Munich, February 10, 2024
(Place, date)

Klaus Wolfgang Wildner
(Chairman of the Board of Trustees)

Approved
from the government of Upper Bavaria
with RS from April 8, 2024
No. 1222.12.1.3_M-H-1-38