Bylaws of the Executive Board

This is a courtesy translation. Only the German version of the bylaws are legally binding.

A. The Executive Board

1) The executive board of the foundation consists of the chairman and his vice-chairman and three additional members. All are appointed by the Governing Mayor of Berlin for a five-year term.

2) All board members serve on a voluntary and unpaid basis. However, they have the right to reimbursement for expenses which they incur while fulfilling their duties as a board member.

B. Role of the Executive Board

1) The executive board is responsible for the realization of the goals set by the Berlin House of Representatives upon the creation of the foundation.

2) Thus, the responsibilities of the board include especially:

a) the administration of the foundation’s endowment
b) making decisions regarding the expenditure of the foundation’s income
c) issuing and approving the annual report
d) the appointment and supervision of the executive director and;
e) the representation of the foundation, both in and out of court, as its legal representative.

3) The executive board, together with the supervisory board, can resolve to dissolve the foundation, to merge it with another foundation, and to amend its purpose. Such resolutions require the presence of three-fourths of the members of each body, and a three-fourths majority of all members present.

4) Resolutions to dissolve the foundation or combine it with another foundation require the assent of the Governing Mayor of Berlin and the approval of the Stiftungsaufsicht (the state authority that regulates foundations).

5) The executive board provides assistance for German-American projects and activities which it deems worthy of support in accordance with the purpose of the foundation as set forth in § 2 of the charter. In doing so, it orients itself along the guidelines for grant approval, which are drafted in consultation with the State Chancellory of Berlin.

C. Official Meetings of the Executive Board

1) Official meetings of the executive board are to be announced at least one week in advance, with the chairman’s specified agenda included in the announcement.

2) A protocol of official meetings must be taken by the executive director or his/her designee. This protocol must be approved by the meeting chairman and the protocol-taker. Resolutions are binding word-for-word.

D. Resolutions of the Executive Board

1) A quorum exists when at least three members of the executive board are present.

2) Voting per correspondence or writing is admissable. All members of the board must participate in such votes.

3) Resolutions are passed by a simple majority, unless the charter specifies otherwise. In case of a tie, the vote of the chairman shall decide the outcome.

4) Decisions regarding the granting of support for projects in accordance with § B Par. 5 of this document must be unanimous.

E. The Chairman of the Executive Board

1) The Chairman of the Executive Board is the sole legal representative of the foundation, in the name of the executive board. In the event that he is unable to do so, the foundation can be represented by his deputy and an additional member of the executive board.

2) All other duties are to be fulfilled by the chairman’s deputy, in the event that the chairman is unable to fulfill them.