Stiftung IHF Institut für Herzinfarktforschung

Service

STATUTES

of the Foundation
Institut für Herzinfarktforschung Ludwigshafen
Statutes of July 7, 2000
As of March 05, 2012

§ 1 Name, Legal Form, Headquarters
1. The foundation shall be known as “Stiftung Institut für Herzinfarktforschung Ludwigshafen“.
2. Headquarters are in Ludwigshafen.
3. The foundation has legal status under civil law.

§ 2 Non-profit Status
1. The foundation is a charitable organization and does not primarily pursue its own financial purposes.
2. The foundation solely and directly pursues charitable purposes as defined in the “Tax-privileged Purposes“ Section of the [German] Fiscal Code, in particular scientific purposes.
3. The resources of the foundation shall be used for statutory purposes only. No person shall benefit from expenses not complying with the purposes of this foundation or from disproportionately high remunerations.

§ 3 Purpose of the Foundation
1. The purpose of the foundation is to promote cardiovascular clinical research, especially to help investigate how to optimize prevention and therapy of acute myocardial infarction. The statutory purpose is specifically served trough scientific research on risk factors and root causes of cardiovascular diseases and by supporting scientific projects or individual research projects on cardiovascular issues. In addition, the foundation supports supraregional joint efforts between heart centers and the pharmaceutical and medical industries with view to cardiovascular research.
2. No third party is entitled to resources from the foundation.

§ 4 Foundation Assets
1. The initial assets of the foundation amount to DM 100,000.00 and may be increased through further contributions of the founders or of third parties.
2. The assets of the foundation are to be fully preserved and to be invested as profitable as possible.
3. A recourse to the assets of the foundation is not permissible unless it is the only way to fulfill the intentions of the founder or to ensure the existence of the foundation.

§ 5 Use of Resources
The foundation accomplishes its tasks strictly based on the
a) revenue from the foundation assets and
b) contributions from the founders or third parties unless specifically intended to increase the foundation’s assets, and
c) revenue from in-house cardiovascular research.

§ 6 Bodies
1. The bodies of the foundation include
a) the Board of Directors
b) the Board of Trustees
2. The members of the foundation‘s bodies perform their activities on an honorary basis. They are entitled to reimbursement of their expenses.

§ 7 The Board of Directors
1. The Board of Directors comprises of three (3) up to a maximum of five (5) persons.
2. The following are appointed members of the Board of Directors:
a) Prof. Dr. Jochen Senges, as the Chairman of the foundation,
b) one Vice Chairman of the foundation or two Vice Chairmen of the foundation, and
c) up to three additional members of the Board.
3. The founder of the foundation, Prof. Dr. Senges, will be Chairman of the foundation for life. Should Prof. Dr. Senges choose to step down from this function, he will be entitled for life to appoint a new Chairman. Should he choose not to make use of his right to appoint the new Chairman, complementation will be performed by the members of the Board.
4. Appointing the Vice Chairmen is the responsibility of the founder, Prof. Dr. Senges. Should Prof. Dr. Senges choose not to make use of his right, complementation is performed by the members of the Board.
5. Appointing the remaining members of the Board is the responsibility of the Board of Directors in its respective composition and requires a simple majority vote in a meeting of the Board of Directors.
6. The members of the Board of Directors are appointed for a period of five calendar years. For the Chairman of the foundation, Prof. Dr. Senges, and the Vice Chairman/Vice Chairmen, the term of office will automatically extend by another 5 years unless Prof. Dr. Senges or the Vice Chairman/Vice Chairmen of the foundation have declared differently when their current term expires. In case of an early retirement, appointing a replacement for the remaining term is admissible. Such replacement must be appointed within a period of one month.
7. Dismissal for cause is permissible and requires the Board of Directors‘ majority vote. Dismissal of the Chairman or of the Vice Chairman/Vice Chairmen is not permissible.
8. The subsequent appointment of the Chairpersons is performed at the end of the term by the Members of the Board themselves; appointment rights, as specified in paragraphs 2 and 3, are not affected. Decisions regarding the selection of the members of the Board require majority votes.

§ 8 Responsibilities of the Board
1. The Board represents the foundation both in and out of court. It has the function of a legal representative and acts solely by its Chairman or by one Vice Chairman in conjunction with another member of the Board.
2. The Board is responsible for managing the foundation, especially by properly taking care of the foundation assets and granting foundation resources in compliance with these statutes. The scientific management lies in the hands of the foundation’s Chairman. The Chairman and the Vice Chairman/Vice Chairmen may use the help of a third party to perform their tasks.
3. The Board may define more specific regulations for the management in the rules of procedure.

§ 9 Taking of Decisions by the Board
1. In general, the Board takes its decisions in meetings. The Chairman or his proxy invite the members 14 days prior to the meeting giving details about the agenda. If a shorter notification period has been used to invite to the meeting, effective decisions can be made during the Board meeting if all members of the Board are present and agree to the decision taking. A meeting is also to be summoned if a minimum of two members demand it stating the matter to be decided upon.
2. The Board is quorate when at least two of its members are present. Members unable to be present may still provide their votes in writing through members who are present. The Board will take its decisions on a simple majority vote basis.
3. If votes are equal, the Chairman’s vote or that of the Vice Chairman shall be decisive. If two Vice Chairmen are present, the vote of the one of older age shall be decisive.
4. If decisions are taken in a written circulation procedure, the affirmative vote of each member of the Board is required.

§ 10 The Board of Trustees
1. The Board of Trustees consists of a minimum of three (3) and a maximum of seven (7) natural persons. The initial appointment is realized by the Board of Directors.
2. The members of the Board of Trustees are appointed for a period of five years. In case of an early retirement, appointing a replacement for the remaining term is admissible. Such replacement must be appointed within a period of one month.
3. Subsequent appointment to the Board of Trustees is performed by the Board of Directors.
4. The Board of Trustees elects among its members and with a proposal of the Board of Directors a Chairman and a Vice Chairman.
5. The Board of Directors may dismiss members of the Board of Trustees for cause.

§ 11 Responsibilities of the Board of Trustees
The Board of Trustees is responsible for the following:
a) advise the Board of Directors in scientific issues and in fulfilling the purpose of the foundation,
b) establish and maintain contacts to personalities and institutions ready and able to support the foundation.

§ 12 Taking of Decisions by the Board of Trustees
1. The Board of Trustees shall come together at least once a year in a regular meeting. The invitation shall be issued by the Chairman or in case of his non-availability by the Vice Chairman in writing at least four weeks prior to the meeting giving details about the agenda. Additional meetings of the Board of Trustees shall be convened if at least half of the members demand it in writing specifying the reasons. The Board of Trustees takes its decisions with a simple majority vote. If votes are equal, the Chairman’s vote or that of the Vice Chairman shall be decisive. The Board is quorate when at least half of the members appointed are present. Members unable to be present may still provide their votes in writing through members who are present.
2. Decisions may also be taken in a written circulation procedure, if all members of the Board of Trustees agree to choose this procedure.
3. The Chairman and the Vice Chairman / Vice Chairmen of the Board of Directors will participate in the meetings of the Board of Trustees in an advisory function.

§ 13 Fiscal Year / Financial Statement
1. The fiscal year is the calendar year.
2. The financial statement is to be reviewed by a certified auditor or audit firm.

§ 14 Amendments to the Statutes
1. Should fulfillment of the purpose of the foundation become impossible or senseless in view of a significant change of conditions, the Board of Directors may define a new purpose of the foundation. Decisions regarding a change of purpose require a qualified majority and in addition the consent of the Chairman and the Vice Chairman or Vice Chairmen. The new purpose of the foundation must be tax deductible as well.
2. Any other change of statutes requires a simple majority vote of the Board of Directors.

§ 15 Dissolution of the Foundation
In case of dissolution or annulment of the foundation or in case of a loss of the tax-privileged purposes, the foundation’s assets will be transferred to Deutsche Herzstiftung e. V. or any other tax-privileged institution dealing with cardiovascular diseases bound to use the assets exclusively and directly for purposes equal or as close as possible to the charitable purposes. The decision is made by the Board of Directors.

§ 16 Foundation Regulatory Authority
1. The foundation is subject to government regulation in compliance with applicable foundation law.
2. The Board of Directors is obliged to submit to the regulatory authority the budget plan and the annual financial statement in compliance with applicable foundation law requirements.

§ 17
These statutes become effective on the day of approval.


Ludwigshafen, March 5, 2012

Contact

Stiftung IHF
Institut für Herzinfarktforschung

Bremserstraße 79

67063 Ludwigshafen

Phone: +49 621 503-2881
Fax: +49 621 503-2889

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Links

IHF GmbH Institut für Herzinfarktforschung

IHF Hanse

Log-In

Copyright © 2018 Stiftung IHF. All Rights Reserved.
*