Statutes of Folkwang-Museumsverein e.V.
Name, registered office
1. The name of the association is “Folkwang-Museumsverein e.V.”.
2. The registered office of the association is in Essen.
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.
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.
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
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
Governing bodies of the association
The governing bodies of the association are:
a) the annual meeting
b) the administrative board
c) the management board.
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
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.
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
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
1. The management board comprises between five and seven members:
the deputy chairperson
the executive management board member
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.
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.