Statutes of Folkwang-Museumsverein e.V.

§ 1
Name, registered office

1. The name of the association is “Folkwang-Museumsverein e.V.”.

2. The registered office of the association is in Essen.

§ 2
Objective
1. The objective of the association is, together with the City of Essen, to administer and
     expand the Folkwang Museum founded by Dr. Karl Ernst Osthaus in Hagen and, as a
     public collection, to make it permanently available for the purposes of
     research and public education.

2. In addition, the association has the general task of promoting the fine arts.

3 .It is also the task of the museum to maintain and promote the museum’s international
    reputation and character in supporting the activities of the academic employees in
    teaching and research as well as all efforts of the museum for international
    cooperation in the arts.

4. a) The association exclusively and directly serves non-profit purposes as defined by the
         section on “Steuerbegünstigte Zwecke” (tax-privileged purposes) in the
         AO [“Abgabenordnung”: German Fiscal Code].

    b) The association is a non-profit organization; it does not primarily pursue the purpose
         of making income available for any of its members’ benefit.

    c) The funds of the association can be used only for purposes in line with the statutes.
        The members do not receive any benefits from the association’s funds.

    d) No benefits can be granted to persons through expenditure foreign to the purpose
        of the association or through disproportionately high compensation.

§ 3
Membership, membership fee

1. Decisions on accepting new members are taken by the management board.

2. The membership fee is set at the general meeting.

3. Members can include natural and legal persons, individual companies, trading
    companies and other associations.

§ 4
Cancellation of membership

1. A member can cancel membership by providing written notice to the management board
    as of the end of the current fiscal year.

2. The membership of natural persons is cancelled when they die, while the membership
    of the companies, trading companies, legal persons and other associations is cancelled
    when they are dissolved.

3. A member can be excluded from the association by resolution of the administrative
    board

    a) if the annual membership fee is not paid despite two requests

    b) if there is good cause for excluding the member.

4. Members leaving the association do not receive any payments from the
    association’s funds.

§ 5
Governing bodies of the association

The governing bodies of the association are:

a) the annual meeting

b) the administrative board

c) the management board.

§ 6
Annual meeting

1. The annual meeting is convened by the chairperson of the management board or by
    his/her deputy. The invitation to the meeting is sent by post with a period of notice
    of two weeks; the date of the invitation and the date of the meeting are not included
    in this two-week period.

2 .It is permissible to be represented at the annual meeting by providing written power
   of attorney.

3. The resolutions at the annual meeting are passed by a simple majority of the votes cast
    unless otherwise provided for by these statutes or by the law.

4. The type of voting will be decided on by the chair of the meeting. If several persons are
    to be elected, election can take place in one round of voting (“block election”) unless
    the annual meeting objects to this procedure by a simple majority of votes.

5. The resolutions must be set out in writing and signed by the chair of the meeting and by
     the management board member taking the minutes.

6. The ordinary meeting should take place every year after the end of the fiscal year.
    The fiscal year is the calendar year.

7 .The regular agenda is:

    a) presentation of the annual report

    b) presentation and approval of the annual accounts

    c) appointment of the auditor.

       Once the annual accounts have been approved, the management board and the
       administrative  board are exonerated.

8. The chairperson of the management board or – in the event of his/her absence – his/her
     representative is authorised to convene an extraordinary general meeting.

9. Apart from the points listed above, the following items in particular require resolutions
    to be passed at the general meeting:

    a) amending the statutes

    b) appointing the administrative board

    c) appointing the management board

    d) dissolving the association.

       Resolutions regarding the amendment of the statutes or the dissolution of the
       association require a three-quarters majority of the votes cast. If the votes cast
       only result in a simple majority, the management board is authorised to organise
       another resolution at a second general meeting. If the motion is again passed at
       the second general meeting with a simple majority of the votes cast, it then
       becomes a legally valid resolution. The invitation to the second general meeting must
       include a reference to the fact that the motion can now be passed at the second
       general meeting by a simple majority of the votes cast.

§ 7
Administrative board

1. a) The administrative board comprises at least seven members, which are elected by the
         general meeting for a term of office of four years.

         If, on election, a member is expressly described as a representative of a member of
         the association that is not a natural person, the term of office of the administrative
         board member ends at the general meeting that follows the departure of the
         association member which he/she represents.

    b) The task of the administrative board is to advise the management board on managing
         the association and to use its own members to complete the management board if
         the departure of individual members from the management board means that the
         management board is no longer complete. This subsequent election of members must
         be confirmed by the next ordinary general meeting.

2. The term of office of the administrative board runs until the general meeting at which a
     resolution is passed on the accounts for the fourth fiscal year after the initial
     appointment of the administrative board.

3. At all times, the administrative board is authorised and – if the number of its members
    has fallen below seven – obliged to hold subsequent elections to complete the board.
    The subsequent elections must be confirmed by the next ordinary general meeting. If
    subsequent elections take place, the term of office of the subsequently elected
    administrative board member ends at the end of the ordinary term of office of the
    administrative board.

4. The chairperson of the management board (§ 8 (1)) is also the chairperson of the
    administrative board. He/she convenes the meetings of the administrative board.
    The resolutions of the administrative board are passed by a simple majority of the
    votes cast.

§ 8
Management board

1. The management board comprises between five and seven members:

    the chairperson
    the deputy chairperson
    the executive management board member
    the secretary
    the treasurer and
    if applicable, one or two further members.

2. Any two management board members acting jointly are entitled to represent the
    association; one of these must be the chairperson, the deputy chairperson or
    the executive management board member.

3. The management board members are elected by the general meeting at the
    proposal of the administrative board for a term of office of four years; the term
    of office ends at the general meeting at which a resolution is passed on the fourth
    fiscal year after the initial appointment of the management board. The executive
    management board member should be the respective head of the
    Folkwang Museum if possible.

4. If a member of the management board is no longer available, the management
    board must be completed in accordance with § 7 (1) above.

5. The chairperson convenes the meetings of the management board. The management
    board has a quorum when at least three members are present.

6. Resolutions adopted by the management board are passed with a simple majority of
    the votes cast.

7. Minutes must be recorded for its meetings, and these must be signed by the chair of
    the meeting and by the officiating secretary.

8. a) The tasks of the management board include the appointment and dismissal of the
        members of the supervisory board (“Kuratorium”) of Folkwang Museum, who must
        be elected by Folkwang Museum

    b) The management board can appoint as honorary members persons who have made
        a special contribution to Folkwang Museum and/or Folkwang-Museumsverein.

9. a) The activities of the management board are performed on a voluntary basis.

    b) However, the management board members are entitled to a refund of travel expenses
        incurred for  travel carried out in the interest of the association and/or of Folkwang
        Museum. Such refunds are subject to the respective statutory tax limits and to any
        directives on travel expenses passed by the management board.

    c) Remuneration agreements can be made with the executive management board
        member based on a management board resolution.

10. At the application of the management board, management board members who
      have earned the title can be appointed to honorary members of the
      management board by the general meeting.

§ 9
Dissolution of the association; loss of tax-privileged purposes

If the association is dissolved or if the tax-privileged purposes no longer exist, the
association’s net funds remaining after covering any liabilities will be made available to the City of Essen subject to the condition that the funds are used solely to maintain and expand Folkwang Museum.