Statutes of the Kunstverein in Bremen
(Version following the Decision taken at the Meeting of Members on 21 June 2001)
I.
Purposes of the Society
§ 1
The Kunstverein in Bremen shall promote art, as well as strengthen and spread the notion of art in Bremen.
§ 2
To achieve this goal, the Society seeks in particular to administer, increase, and present as a public collection of art its own works of fine art, as well as those owned by the City of Bremen, which have been entrusted to it.
II.
Legal Foundations
§ 3
According to a decision taken by the Senate (of the City of Bremen) on 21 October 1879, the Society bears the legal status of a juristic person. The building of the Kunsthalle and the collections housed within are its property, with the exception of works of fine art which have been entrusted to it to keep, but which are owned by the City of Bremen.
§ 4
According to the obligations entered into with the City of Bremen upon taking over the building site of the Kunsthalle, the Society may not use the Kunsthalle for purposes other than those specified in the statutes. The rooms, to which the public has access, may be rented out at a charge for performances of the arts (including music) and science, excluding the politics of the day.
§ 5
In the event that the Society is dissolved or its original purpose ceases to exist, its entire property, especially the building of the Kunsthalle and the collections, shall fall to the City of Bremen with the obligation that it shall assume the liabilities associated with them, as well as maintain the collections of the Kunsthalle as a whole, keeping them open to the public.
III.
Tax Regulations
§ 6
The Society pursues exclusively and immediately non-profit purposes as defined in the section "Purposes Eligible for Tax Relief" of the tax code. The pursuit of any other purposes, especially those not eligible for tax relief, is forbidden.
§ 7
The Society does not work in its own material interests, and does not primarily pursue self-profit purposes.
§ 8
Funds of the Society may only be used for purposes designated in the statutes. Members do not receive any payments from funds of the Society.
§ 9
No person shall be favored through payments foreign to the purposes of the Society, nor shall he or she receive unusually high remuneration.
IV.
Organizational Regulations
§ 10
Organs of the Society are as follows:
a)the Meeting of Members
b)the Board
§ 11
The membership of the Society is composed of:
a) the regular members
b) the supporting members
c) the honorary members
V.
Collections
§ 12
In addition to the library, the collections of the Society are comprised of:
a)Paintings
b)Prints
c)Drawings
d)Sculptures
e)Media Art Works of the 20th and 21st Century
§ 13
The Board makes decisions concerning the acquisition of paintings and other works of art for the collections as well as accepting gifts and donations as bequests mortis causa.
§ 14
The collections of the Society, including the library, shall not be offered for sale as a whole or in individual sections. The sale of double pieces may be decided by the Board alone. However, the sale of other individual pieces may only result with the permission gained from the Meeting of Members.
§ 15
Loans and the shipping of works of art in the possession of the Society are only permitted for purposes of promoting art, upon insuring it for its entire value following a special decision taken by the Board.
§16
Visiting the department of prints and drawings is only possible when accompanied by a member of the Board or an employee charged with the supervision.
§ 17
Otherwise, only the contractual agreement with the state, the dispositions of the donors, and the special regulations of the Board apply for the use of the collections of the Society.
VI.
Exhibitions
§ 18
All members of the Kunstverein have the right to visit the collections and the exhibitions in the Kunsthalle free of charge. However, in individual cases it may be necessary to charge members an entrance fee for special exhibitions. This shall be decided upon by the Board.
§ 19
By decision of the Board, persons who are not members of the Society may visit the collections and exhibitions at the Kunsthalle after paying an admission fee decided upon by the Board. In addition, the Board is authorized to grant general entry to the collections and exhibitions at the Kunsthalle free of charge to non-members on a particular day, or to individual groups, such as artists.
§ 20
Persons desiring to visit the collections and exhibitions outside normal opening hours should turn to the Board or the Management of the Kunsthalle.
§ 21
Children under 12 years of age may only enter the Kunsthalle when accompanied by an adult.
VII.
Obtaining and Losing Membership
§ 22
Any natural person can become a regular member of the Kunstverein, if they declare themselves prepared to recognize the purpose of the Society and to support it both ideally and materially. The same prerequisites apply when natural persons or - in the framework of a company membership - juristic persons, partnerships, and other associations of every kind - want to become supporting members of the Kunstverein, in so far as they are willing to pay the annual dues agreed upon by the Meeting of Members according to § 25.
§ 23
By decision of the Meeting of Members, honorary membership and the position of honorary chairman may be bestowed upon a person. Such members do not pay dues.
§ 24
The person desiring to become a member of the Kunstverein must submit an application in written form to the executive committee of the Board. The respective committee of the Board decides upon the approval of the application (see § 40, Paragraph c).
§ 25
The statutory Meeting of Members determines the annual dues for regular members and supporting members. Likewise, it decides upon the amount of the one-time payment for a lifetime membership as well as discount annual dues for couples, high-school and university students, and persons who are still in professional training. In addition, the Board has the power to approve discounts of the annual membership dues in individual cases.
§ 26
Resignation from membership in the Society may be declared at the end of the calendar year by notification to the Board, with a notice period of six months.
§ 27
(1)Exclusion from the Society may result:
a)when a member seriously violates the interests of the Society;
b)when a member is behind with his payment obligations to the Society for more than the annual dues, and has been requested to pay at least twice, each time with a deadline of three weeks.
(2)The exclusion is voted upon by the Meeting of Members.
§ 28
With the resignation, exclusion, or death of a member all claims to the Society become extinguished. Claims accrued previously by the latter remain unaffected (see § 50).
VIII.
Meeting of Members
§ 29
The Meeting of Members consists of the regular members and the honorary members of the Society. The statutory Meeting of Members takes place during the first eight months of a calendar year. A special Meeting of Members may be called by the Board at any time. If an application is submitted in writing by at least twenty members, a special Meeting of Members must be convened within three weeks.
§ 30
The Meeting of Members has the authority to decide on the following matters:
1.Determining the amount of the annual dues (§ 25)
2.Exclusion of members (§ 27)
3.Election of the Members of the Board (§ 37, Paragraph 1)
4.Sales of individual art objects (§ 14, Sentence 2)
5.Taking out of loans
6.Purchase, mortgage, and sale of real estate
7.Acceptance of the annual account and the election of two auditors (§ 52)
8.Naming honorary members as well as an honorary chairman of the Board (§ 23)
9.Amending the Society Statutes (§ 35, Paragraph 1)
10.Dissolution of the Society (§ 53)
§ 31
The Meeting of Members shall be called by the Board eight days prior to the meeting by hanging a notice in the Kunsthalle. The points on the agenda shall be listed in the notice.
§ 32
Motions to be voted on by the Meeting of the Members, which have not been introduced by the Board, must be submitted to the Board in writing six days beforehand.
§ 33
The Meeting of Members is to be presided over by the Chairman of the Board or his or her deputy, and if both of these are not present, by another member of the Board chosen by the latter. Minutes of the meeting shall be taken by an executive secretary (see § 47, Paragraph 1) designated by the person presiding over the meeting (according to Sentence 1) or a member of the Board.
§ 34
Motions concerning topics which are not on the agenda may only be discussed, if no opposition is voiced.
§ 35
(1)Decisions concerning matters designated under § 30, points 4, 5, 6, and 9 require a two-thirds majority of the members present. Otherwise, aside from § 53, a plurality of the votes shall suffice.
(2)Elections take place by secret ballot, unless there is a unanimous decision not to do so. In the event of a tie, the election is decided by drawing lots; for other decisions, the Chairman of the Board shall have the decisive vote.
§ 36
Every member has the right to inspect the minutes of a Meeting of Members after it has been completed.
IX.
The Board
§ 37
(1)The Board consists of 15 members chosen by the Meeting of Members from among the regular members and the honorary members of the Society and of 5 persons designated by the Senate of the City of Bremen; the latter have the same rights in Board matters as the Members of the Board elected by the Society.
(2)If an honorary chairman of the Board is named, who is not already a voting member according to Paragraph 1, he or she shall have the right to vote on Board matters.
(3)The Board is responsible for the direction of the Society, specifically for making decisions concerning all Society matters that are not reserved for a decision by the Meeting of Members. It determines what is submitted to the Meeting of Members and shall execute the decisions made by the Meeting of Members. It undertakes the acquisition of paintings and other objects of art for the Society and makes decisions concerning the acceptance of gifts and donations mortis causa (see § 13). It has the responsibility of concluding employment contracts with the employees, of regulating and supervising their work with rules and regulations.
(4)In carrying out their functions as members of the Board, Board Members are liable to the Society only in case of intent or gross negligence.
§ 38
(1) Every year, at the statutory Meeting of Members (see § 29), three Board member who had been voted in by the Society and who had been in office for the longest period must resign from their Board positions; secondarily, if necessary, decided by alphabetical order. The immediate re-election of the previous Chairman, Vice- Chairman, Treasurer, and Secretary is permitted. Re-election of the rest of the Board Members immediately after they have left the Board is not permitted. The newly elected members take office by accepting the election.
(2) In the event that during the course of a year a vacancy should arise on the Board, the Board may coopt someone to the Board for the time period until the next statutory Meeting of Members.
§ 39
The Board chooses among themselves:
a)a Chairman and his or her deputy
b)a Treasurer for managing the funds and accounting
c)a Secretary
d)the necessary committees
§ 40
For the following matters special committees of the Board exist:
a)for the department of prints and drawings and the library
This committee supervises the department of prints and drawings and the library. Upon application of the director, it makes decisions concerning purchases of more than Euro 2,000.00; on acquisitions for a smaller amount, the director may decide, subject to the availability of funds. Furthermore, the Board may also elect members of the Society to this committee who are not on the Board. In doing so, however, the majority of the committee must always consist of Board members.
b)for the building and inventory
c)for the decision concerning membership application according to § 24
§ 41
The director, as well as the executive secretary(ies), participate in the meetings of the Board and its committees. In addition, the director has a vote concerning acquisitions for the collections.
§ 42
(1)Decisions may not be taken by the Board without the presence of at least 11 of its members. When suitable, a decision may also be taken by a written vote. In especially urgent cases, a vote may be taken by the office (consisting of both Chairmen, the Treasurer, the Secretary, and the Director, with the inclusion of one of the Board Members chosen by the Senate).
(2)For taking care of ongoing business of the Board, an executive committee of the Board is formed, consisting of both Chairmen, the Treasurer, and the Secretary, as well as, if necessary, a further member of the Board elected to this function by the Board. For its meetings, § 41 applies as well.
§ 43
For decisions and elections, a plurality of votes suffices. In the event of a tie, for decisions the Chairman, or his Vice-Chairman, shall cast the decisive vote, for elections, lots are drawn. Elections take place by secret ballot.
§ 44
The Society is represented by two members of the Board who belong to the executive committee of the Board (see § 42, Paragraph 2), among them the Chairman or his or her deputy.
§ 45
Otherwise, the Board may conduct its business by using rules of procedure.
§ 46
The names of the Board members as well as those elected to particular functions and committees must be announced in the annual report.
X.
Employees
§ 47
(1)For maintenance, administration, and utilization of the collections an academically-educated Director shall be employed, with one or more managing directors at his side for all purposes of his activities.
(2)Other employees may be hired by the Board as needed.
(3)The Director supervises the other employees, who, thus, must follow his directives while adhering to the rules and regulations.
§ 48
The activities of the Director and the rest of the employees shall be supervised by the Board and its committees (see § 40).
XI.
Accounting System
§ 49
The fiscal year is the calendar year.
§ 50
The annual dues for the new fiscal year are due at the beginning of this same year.
§ 51
At the end of December the account books shall be finished for the annual statement of accounts.
§ 52
The annual statement of accounts is to be submitted along with the report of two auditors to the first statutory Meeting of Members of the new fiscal year.
XII.
Dissolution
§ 53
The dissolution of the Society takes effect, when at two consecutive Meetings of Members which have taken place at an interval of three months, each time a three-fourths majority of those present have supported it.
§ 54
In the event that upon the dissolution of the Society, the City of Bremen is not prepared to assume the obligations stated in § 5, then it must be ensured that, when deciding on the use of the assets, the collections of the Kunstverein are preserved as a whole, and remain open to the public and that they may never be used for anything other than purposes recognized as non-profit, according to §§ 51 ff of the tax code.
§ 55
Decisions taken concerning the use of the assets upon dissolution of the Society, as well as decisions concerning the amendment of its statutes pertaining to the purposes of the Society and its asset use, must be reported to the responsible tax office before they go into effect.
