By-laws

By-laws of Minna-James-Heineman Stiftung as amended on August 25, 1987, approved with notification by the regional administration authority in Hannover of 29th October 1987 - 301.7. - 11741 - H - 5 - [facsimile: signature of the Founder]

Article 1 - Name, Seat and Legal Forum

The name of the Foundation is Minna-James-Heineman Stiftung.

The seat is Hanover. The foundation is a private law foundation with own legal personality.


Article 2 - Purpose of the Foundation

(1) Besides conserving continuously the memory of the founder's mother, the foundation has a non-profit and charitable purpose as provided in articles 51 et seq. of the General Tax Code ("Abgabenordnung"). For the fulfillment of this purpose general charitable and scientific institutions as well as scientific research, training and cooperation in Germany and abroad shall be promoted and supported according to the intentions of the founder.

(2) The Board of Directors of the Foundation may decide at its discretion to what extent and in which way the purpose of the foundation is fulfilled.

(3) The foundation exercises its activities in a disinterested way; it does not primarily pursue individual economic purposes.

(4) The earnings of the Foundation may only be used for the purpose specified in these by-laws. No person may benefit from expenses outside of the purpose of the Foundation or from unproportionally high remuneration.



Article 3 - Assets of the Foundation, Fiscal year

(1) The assets of the Foundation have a value of 5,956,532.84 DM as of the date of the amendment of these by-laws.

(2) The assets of the Foundation may be increased by legacy or other grant of any kind of third parties or by carrying forward unused earnings as provided under Article 4, paragraph 2.

(3) The assets of the Foundation must be maintained unimpaired. The Board of Directors may invest the assets of the Foundation in a special fund approved by the Federal Banking Authority, separated from property of third parties.

(4) Drawings on the substance of the assets of the Foundation are permitted, provided that (i) the supervisory authorities for Foundations approves such drawings, (ii) the intentions of the founder may not be realized otherwise, and (iii) the existence of the foundation is guaranteed for an appropriate time.

(5) The fiscal year of the foundation is the calendar year.



Article 4 - Earnings

(1) The earnings of the Foundation may only be used for the payment of expenses of the foundation, the realization of the purpose of the foundation and the increase of the assets of the Foundation as provided under paragraph 2.

(2) Earnings may be allocated to free reserves to the extent permitted by the applica-ble tax law (article 58 no. 7 of the General Tax Code). The Board of Directors shall resolve such allocation when deciding on the allocation of the earnings of the Foundation. Any sums allocated to free reserves become part of the assets of the Foundation in the meaning of article 6 paragraph 1 first sentence of the Law on Foundations of Lower Saxony.



Article 5 - Organs

(1) The Board of Directors and, to the extent established by the Board of Directors, the Coordination Committee are the organs of the Foundation.

(2) The members of the organs exercise their activities in an honorary capacity. They are entitled to be reimbursed for their expenses.



Article 6 - Board of Directors

(1) The Board of Directors consists of at least four (4) members. The members of the Board of Directors are appointed by the Board of Directors. At least two members of the Board of Directors must either be members of the Heineman family or must have been proposed by members of the Heineman family who are members of the Board of Directors pursuant to sentences 4 and 6 of this paragraph. The members of the Board of Directors who are members of the Heineman family, as well as their successors, shall nominate their successors for election by the Board of Directors. If the designated successors are members of the Heineman family they shall be appointed as members of the Board of Directors directly by the resigning members. In the event of the death of one of the members of the Board of Directors who is a member of the Heineman family, or of one of his successors, the right of nomination and of appointment set forth in sentence 4 and sentence 5 of this paragraph shall be exercised by the surviving member of the Board of Directors who is a member of the Heineman family, or one of the successors of such member, if the deceased member of the Board of Directors has not nomi-nated or named a successor.

(2) The members of the Board of Directors are elected for 2 years; they may be reelected. Each member may be removed at any time for cause. Each member may resign at any time as a member of the Board of Directors.

(3) The Board of Directors elects from its members a President, a Vice-President, a Secretary and a Treasurer. They are elected for 2 years. The Board of Directors shall take into consideration that at least one of these offices must be held by a member of the Heineman family or a person appointed according to Article 6, paragraph 1, sentences 4 through 6.



Article 7 - Duties of the Board of Directors

(1) The Board of Directors is the legal representative of the Foundation within the meaning of Section 26 of the German Civil Code. The Foundation is represented, whether in court or otherwise, by two of the persons listed in Article 6, paragraph 3, provided, however, that at least one of these persons is the President or the Vice-President.

(2) The Board of Directors manages the Foundation in accordance with the purposes of the Foundation and these By-laws. Among its duties are especially the following:

-administration of the assets of the Foundation;

-allocation of the earnings of the Foundation;

-bookkeeping concerning the assets and modifications of the assets and the income and expenses of the Foundation;

-reporting and accounting concerning the activity of the Foundation;

-modifications of the by-laws;

-election and removal of the members of the Board of Directors;

-election and removal of the members of the Coordination Committee.


(3) The Board of Directors may make use of helpers for the current administrative activities; as concerns the administration of the assets of the foundation in compliance with Article 3, paragraph 3 of these by-laws. Within this limit the Board of Directors may entrust a renowned public accountant, or attorney or the Stifterverband für die Deutsche Wissenschaft with the management of the foundation.



Article 8 - Voting and Quorum of the Board of Directors

(1) Meetings of the Board of Directors are called by the President, in his absence by the Secretary, at least one week prior to the meetings, this period being calculated as of the day the notices are sent, in writing or by telegraph specifying the agenda for the meetings.

(2) The meetings are presided by the President, or in his absence, by the Secretary, who shall also decide on the manner of the vote.

(3) The quorum of a meeting of the Board of Directors is present if at least half of its members, in the case of Article 9, paragraph 1 and Article 11 all or 2/3 of its members respectively, are present or represented. Among the members present must be the President or the Vice-President, and the Secretary. A member of the Board of Directors may be represented by another member of the Board of Directors by a written proxy.

(4) Resolutions of the Board of Directors are adopted by the majority of the members present and represented with the exception of those resolutions coming within the terms of Article 9, paragraph 1 and Article 11. In the event of a tie, the President, or in his absence, the Vice-President, shall cast a deciding vote.

(5) The President, or in his absence, the Secretary, may proceed with a vote in writing or by telegraph if no member of the Board of Directors objects to such proceedings.



Article 9 - Coordination Committee

(1) The Board of Directors may establish a Coordination Committee for the preparation of its decisions to which it may entrust its own decision-making powers. The Board of Directors shall decide unanimously on the establishment of the Coordination Committee and the decision-making powers with which the Coordination Committee shall be entrusted.

(2) The Board of Directors shall adopt internal rules for the Coordination Committee which may provide that the organization of the Coordination Committee be transferred to a third institution.



Article 10 - Supervision of the Foundation

The foundation is subject to governmental supervision according to the applicable laws governing foundations.



Article 11 - Modifications of the By-laws, Merger, Dissolution

Modifications of these by-laws may be adopted by the Board of Directors with a majority of two-thirds of its members even with no change in the circumstances.

Modifications of the by-laws which concern the purpose of the Foundation, a merger of the Foundation with another foundation or its dissolution require unanimous decision of the members of the Board of Directors. These decisions become effective only after approval by the supervisory authority for foundations.



Article 12 - Devolution of the Assets of the Foundation

In the case of a dissolution of the foundation its assets accrue to Max-Planck-Gesellschaft e.V. which shall be bound to use the assets for charitable purposes exclusively, especially for the purpose specified in Article 2 of these By-laws.