This is a courtesy translation only. Only the German version of the foundation’s charter is legally binding.
In 1994, after 49 years of occupation, American military forces left the city of Berlin. As one of the Allied Powers after WWII, the U.S. had the right to occupy a quarter of Berlin in 1945. It had become the primary Allied Power within the first few years, thereby forming the strongest blockade against communist advancement in the western portion of Berlin. As a result, the relationship between Berlin and the rest of Germany became co-dependent in resisting threats from enemy powers and working to strengthen ties with Allied Powers. The German-American friendship developed a close bond aiming to foster these relations into the future.
Out of consideration for historical interactions and American efforts, the state of Berlin supported the creation of a foundation to maintain and promote American contact and activities.
§ 1 Name, Formation and Seat of the Foundation
The Foundation is named the “Checkpoint Charlie Stiftung (Checkpoint Charlie Foundation)”. It is a legal foundation under civil law with its seat in Berlin.
§ 2 Purpose of the Foundation
- The purpose of the Foundation is to foster German-American relations, with special consideration for the role that the USA played in Berlin from 1945-1994. In doing so, charitable activities can also be pursued in the USA.
- The aims of the Foundation are especially realized through symposia, discussion circles, encounters between citizens of both countries, as well as through the support of written materials, which concern German-American relations, and also within the USA through the support of culture, youth welfare, adult and vocational training, by means of, for example, promoting exhibits, educational work, awarding stipends and supporting pysically or financially disadvantaged persons.To place the foundation’s work upon a broader footing, cooperation with other non-profit institutions, foundations and associations or public law entities will be actively sought and intensified.
- In order to fulfil these aims, when appropriate the Foundation make its funds, staff and office space available to other tax-advantaged corporate bodies, as defined in § 58 No. 2 and 4 of the general tax code.
- The Foundation pursues exclusively non-profit purposes in accordance with the “non-profit purposes” clause of the general tax code.
- The Foundation is altruistically active; it does not predominantly pursue predominantly economically advantageous aims. The Foundation’s funds are only to be used for purposes that abide by its charter. The Founder does not receive any benefits from the Foundation’s funds.
§ 3 Assets, Application of Funds
- The Foundation’s capital, which was tranferred from the state of Berlin to the Foundation in 1994, contains 5,11 Million Euros.The Foundation’s capital is to stay undiminished at that amount. In fulfilling the purposes of the Foundation, only proceeds and any contributions to the Foundation’s endowment can be drawn upon, as long as these contributions are not intended for increasing the Foundation’s capital. To fulfill their goals, the Foundation is allowed to purchase or rent property. Expenses towards the purchase of property, or construction, cannot be withdrawn from the Foundation’s capital.
- Benefits can be granted in accordance with § 2 of the charter, for all activities which the Executive Board finds to be worth supporting. Benefits are affected by unanimous decisions of the Foundation’s Executive Board.
- The Executive Board adheres to the Sponsoring Guidelines, which are established in agreement with the Berlin Senate.
- Through this charter, Foundation beneficiaries have no legal entitlement to Foundation benefits. Such benefit claims cannot result from the fact that they are supported alone by the Charter or the Sponsoring Guidelines, or by an informal announcement with negotiations with the Foundation’s Executive Board or individual members of the board. Also, multiple grants from Foundation beneficiaries do not lead to the right of benefits. Furthermore, it cannot be justified by an appeal in actual or allegedly similar cases.
§ 4 Organs
The foundation’s organs are the executive board and the supervisory board.
§ 5 Executive Board
- The Executive Board is made up of the chairman, deputy chairman, as well as three further executive board members, who are appointed for a five year term by the governing mayor of Berlin. Reappointment or early dismissal are both possible, given certain circumstances. In the case of a board member’s premature retirement, a successor is only to be appointed for the service time remaining. The members of the Executive Board serve the time until their successor is available.
- Executive Board members serve voluntarily. They perform their duties unpaid, but have the right to reimbursement for their out-of-pocket expenses.
§ 6 Duties of the Executive Board
- The Executive Board represents the Foundation legally and out of court. It has the position of legal representative. The chairman may negotiate on its behalf, or the vice-chairman together with one other board member may negotiate on its behalf.However, the vice-chairman and the other members of the Executive Board are only to use this power in the event that chairman is somehow prevented from performing his duties.
- The Executive Board, in the framework of laws and this charter, should thoroughly and effectively realize the wishes of the Foundation to the best of its ability. In particular, its duties are:
a) managing the Foundation’s capital, including bookkeeping and a summary of annual accounts, as long as it is not the job of the Executive Director,
b) deciding how to allocate proceeds from the Foundation’s capital and other sources,
c) appointing and dismissing an Executive Director, agreeing on his/her salary, and supervising the management of the foundation’s operations,
d) issuing by-laws for the Supervisory and Executive Boards.
- The executive board reports to the supervisory board at least semi-annually about the development of the foundation’s projects and the evaluation of these projekcts, as well as the economic state of the foundation. The same applies for projects currently in planning. The executive board shall provide the supervisory board with lists of the approved and rejected grant applications.
- The executive board shall consider all decisions of a fundamental or special relevance in a joint session.The supervisory board has the power to propose resolutions to the executive board. It can require the board to consider and decided upon the draft resolutions that it proposes.
§ 7 Management
The Executive Director manages the day-to-day business affairs and administration of the Foundation. He/She is to adhere to the by-laws and is accountable to the Supervisory Board and is obliged to their instructions. The Executive Director has the position of a special representative in terms of § 8 BGB.
§ 8 The Supervisory Board and its Duties
- The Supervisory Board has at least nine members, who are appointed by the governing mayor of Berlin for a 4 year term. Reappointment or premature dismissal are possible with good reason. In the case of premature retirement of Supervisory Board members, a successor is only appointed for the remaining term. The board member will serve until its successor can take over.
- The chairman and his/her deputy choose the Supervisory Board.
- The Supervisory Board has the duties:
a) to provide for a most efficient and effective realization of the Founder’s wishes by supervising and advising the Executive Board
b) to decide on changes in the Charter.
- Supervisory Board members must apply accordingly to § 5 clause 2 of the Charter.
§ 9 Resolutions of the Executive and Supervisory Boards, abolishmnet or merger of the Foundation, changing the goal
- The Executive Board and the Supervisory Board make resolutions at meetings or through written vote. The chairman or vice-chairman of the respective branch invites all of the Executive and Supervisory Board members with a written invitation, including the exact agenda or requests a written vote. The Executive/Supervisory Board can have a quorum when at least half of its members are present at the meeting.
- The resolutions will be determined by a simple majority of the votes of the members who are present and from the written votes of members who took part in the vote, as long as the Charter does not determine that it should be handled another way. If there is an equal number of votes, the chairman’s vote will break the tie.
- The abolishment of the Foundation, the merging of the Foundation with another foundation, or a change in the Foundation’s goals can only be brought about in a joint-meeting with the presence of three-quarters of the Executive and Supervisory Boards, respectively, and requires a three-quarters majority of those present.
- The Executive Director must transcribe the minutes of the meeting, which must be signed by the Executive Director and the director of the meeting. Resolutions must be held to these words.
- The Executive Director participates in the meetings on both sides of the management as an advisory voice.
§ 10 Governmental Supervision
- The Foundation is under governmental supervision in the city of Berlin, in accordance with the provisions of Berlin’s Foundation Law.
- The members of the representative body are obligated to follow § 8 of Berlin’s Foundation Law and:
a) promptly notify the supervisory authority with documents (record of votes, nominations, explanations of acceptance or resignations or other documents of proof) relating to the respective assembly of the Executive and Supervisory Boards, including the allocation of the charges of this body and the respective addresses of the Foundation and its members to report this info to the representative body.
b) to submit an annual report (annual statement with assets and liabilities, and an auditor’s report according to § 8 para. 2 of Berlin’s Foundation Law); this shall take place within four months after the close of the fiscal year in the case of an annual report with a statement of assets and liabilities and within eight months after the end of a fiscal year if an audit is submitted as part of the annual report; the Executive Board’s approval of the annual report must be included.
- Resolutions about changing the Charter, nullification of the Foundation or merging it with another Foundation requires the approval of the governing mayor of Berlin and the authorization of the Supervisory Authority.
§ 11 Assets
- If the foundation is dissolved or abolished, or if it loses its non-profit status, the foundation’s assets shall go to the state of Berlin, which may only use the money for charitable, benevolent or religious purposes.
- In the case of a merger between the State of Berlin and the State of Brandenburg into one federal state, the beneficiary would be the city of Berlin. In such an case, the rights according to § 3 para. 4, §5. para. 1, § 8 para. 1, § 10 para. 3, would pass to the respective offices of the city of Berlin.
Last updated: March 25, 2015.