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Articles of Association of MASTERPIECE FOR GOOD gemeinnützige UG (haftungsbeschränkt)

Section 1 Company name and registered office

The name of the company is:

MASTERPIECE FOR GOOD gemeinnützige UG (haftungsbeschränkt)

The registered office of the company is Berlin.

Section 2 Purpose and activities

MASTERPIECE FOR GOOD gemeinnützige UG (haftungsbeschränkt) pursues exclusively and directly charitable purposes within the meaning of the section “Tax privileged purposes” of the German Fiscal Code (Section 52 AO).

The purposes of the corporation are:

(5) the promotion of art and culture;
(7) the promotion of education, popular education and vocational training, including student assistance;
(10) the promotion of support for persons persecuted for political, racial or religious reasons, for refugees, displaced persons, resettlers, late resettlers, war victims, surviving dependants of war victims, persons injured in war and prisoners of war, civilians injured in war and persons with disabilities, as well as support for victims of criminal offences; the promotion of remembrance of persecuted persons, victims of war and victims of disasters; and the promotion of tracing services for missing persons;
(13) the promotion of an international outlook, tolerance in all areas of culture and international understanding;
(18) the promotion of equality between women and men;

The purpose of the articles of association shall be realised in particular:

through creating presence and participation in artistic works for the general public. This includes a broad range of events, from high culture to naïve, folkloric or traditional art forms;

through the provision of art based educational programmes, for example through workshops or projects for the teaching of skills and forms of creative expression;

through the development and implementation of art projects with or for disadvantaged or vulnerable groups of persons;

through the establishment of an international network connecting artists. This also includes artistic actions aimed, for example, at crisis prevention, conflict resolution, in particular domestic violence, or the shared use of cultural resources in a gender specific manner;

through the promotion of equal opportunities by carrying out, for example, conferences, training courses and mentoring programmes for gender specific positioning and self marketing on the art market, both in person and online;

through the promotion of art and project spaces that benefit persecuted persons, refugees, displaced persons and other vulnerable groups, whether online or in person. This includes the possibility, for example, of making their stories and experiences visible through forms of creative expression in order to promote integration and self development while at the same time strengthening intercultural exchange;

through networking local residents with guest artists of different backgrounds, who address, for example, the plurality of cultural perspectives and the idea of international understanding. Public presentations of the results make this exchange visible to a wide audience and contribute to the promotion of tolerance and an international outlook.

Section 3 Charitable status

  1. The corporation acts selflessly and does not primarily pursue its own economic purposes.
  2. The funds of the corporation may be used only for the purposes set out in these articles of association. The shareholders may not receive any profit shares or any other benefits from the funds of the corporation.
  3. Upon leaving the corporation, or upon dissolution of the corporation, or upon cessation of tax privileged purposes, they shall receive no more than the return of their paid in capital contributions and the fair market value of the contributions in kind they have made.

Section 4 Restriction to purpose

No person may benefit from expenditures that are unrelated to the purpose of the corporation or from disproportionately high remuneration.

Section 5 Liquidation

  1. The dissolution of the company requires a formal resolution of all shareholders.
  2. The liquidators of the company shall be the managing directors unless the shareholders’ meeting decides otherwise. The liquidators may be granted sole power of representation and may be exempted from the restrictions of Section 181 BGB.
  3. The net assets remaining after completion of the liquidation shall first be used to repay the paid in share capital contributions.
  4. Upon dissolution of the corporation or upon cessation of tax privileged purposes, the assets of the corporation, insofar as they exceed the paid in capital contributions of the shareholders and the fair market value of the contributions in kind made by the shareholders, shall pass to Paritätischer Wohlfahrtsverband, which must use them directly and exclusively for charitable or benevolent purposes.
  5. Resolutions on the use of the liquidation assets may be implemented only after prior approval by the tax office responsible for corporations.

Section 6 Duration of the company

The company begins upon entry in the Commercial Register. The company is established for an indefinite period.

Section 7 Share capital, business share

The share capital of the company amounts to EUR 3000. The following persons assume the share capital:

Ms Bogna Jaroslawski assumes one business share in the nominal amount of EUR 1500 (business share no. 1).

Ms Aurélie Maestre assumes one business share in the nominal amount of EUR 1500 (business share no. 2).

The contributions are to be made in cash or by bank transfer and in full without delay.

Section 8 Management and representation

  1. The company shall have one or more managing directors, who shall be appointed or removed by the shareholders’ meeting.
  2. If only one managing director is appointed, he or she shall represent the company alone. If several managing directors are appointed, the company shall be managed jointly by two managing directors.
  3. By resolution of the shareholders’ meeting, the managing director or managing directors may be granted sole power of representation and may be exempted from the restrictions of Section 181 BGB.
  4. The shareholders’ meeting is entitled to issue rules of procedure for the management. The rules of procedure may require the management not to undertake certain transactions without the approval of the shareholders’ meeting.

Section 9 Shareholders’ meeting

  1. Resolutions of the shareholders shall be adopted at the shareholders’ meeting. The ordinary shareholders’ meeting shall be convened at least once per year. The shareholders’ meeting that resolves on the determination of the annual surplus and on the discharge of the management shall be held by 30 August of the following year. In all other respects, the shareholders’ meeting shall be convened whenever a shareholder considers it necessary in the interest of the company and in the cases provided for by law. If the management rejects a reasoned request to convene a shareholders’ meeting, any shareholder may convene an extraordinary shareholders’ meeting.
  2. The shareholders’ meeting shall be convened by the managing directors. The notice period shall be at least two weeks. The agenda and the matters to be resolved shall be communicated with the invitation. If the shareholders’ meeting has not been convened properly, resolutions may be adopted only with the consent of all shareholders.
  3. The ordinary shareholders’ meeting, which must be convened within one month after submission of the annual financial statements, shall resolve on their approval and on the discharge of the managing director or managing directors.
  4. Resolutions shall be adopted by majority according to the distribution of the share capital, unless these articles of association or the law mandatorily require a larger majority. In the event of a tie, the motion shall be deemed rejected.

Section 10 Financial year and annual financial statements

The financial year is the calendar year. The annual financial statements, consisting of the balance sheet and the profit and loss account, shall be prepared by the management within the first three months of the financial year for the preceding year. The annual financial statements, once prepared, shall be submitted to the shareholders without delay.

Section 11 Disposal of business shares

The disposal of company shares is permitted only with the approval of the shareholders’ meeting. Approval requires a majority of at least 50 percent of the votes cast. The remaining shareholders shall have a right of first refusal in proportion to their share capital contributions. If a shareholder does not exercise this right within a period of 5 weeks, the right of first refusal shall pass proportionately to the remaining shareholders and thereafter to the company.

Section 12 Withdrawal of shareholders

Any shareholder may declare withdrawal from the company. Withdrawal may take place at any time if an important reason within the meaning of general company law exists. In all other cases, withdrawal is permissible with six months’ notice before the end of the financial year.

Section 13 Exclusion of shareholders

A shareholder is obliged to offer his or her departure if and as soon as insolvency proceedings are opened over his or her assets, or the opening of such proceedings is rejected for lack of assets, if the shareholders’ meeting so resolves because enforcement has been levied against his or her business share and is not lifted again within two months, or because an important reason has arisen in his or her person that makes continuation of the company relationship with him or her unreasonable for the remaining shareholders. In the event of exclusion, the company is entitled to redeem the business share of the departing shareholder against compensation in the amount of the market value. The redemption becomes effective upon notification to the shareholder.

Section 14 Departure and death of shareholders

The departure or death of a shareholder shall not result in dissolution of the company. The remaining shareholders must without delay adopt a resolution on the modalities for continuation. Heirs and legatees of a shareholder are obliged to withdraw from the company. If a shareholder leaves the company without the company being liquidated, or if his or her business share is redeemed, he or she shall receive compensation. The departing shareholder or his or her heirs or legatees must, in accordance with a shareholders’ resolution adopted by majority of the votes of the remaining shareholders, transfer the business share in whole or in part to one or more shareholders, to the company or to third parties designated by the company, or tolerate the redemption of the business shares. The departing shareholder or his or her heirs or legatees shall receive compensation. The compensation claim of the departing shareholder is limited to his or her contribution in the amount of the book value at the time of contribution, insofar as this has not been consumed by losses.

Section 15 Non competition clause

No shareholder may, without prior approval of the shareholders’ meeting, carry out transactions in the company’s field of business for his or her own account or for the account of third parties. The prohibition also includes direct or indirect participation in competing enterprises or advising such enterprises. Exempt from the non competition clause is activity for companies in which the company has a participation or in which the shareholders hold a collective participation. The non competition clause ends upon departure from the company.

Section 16 Publications

The publications of the company shall be made only in the German Federal Gazette or in any publication that may replace it.

Section 17 Final provisions

The invalidity of individual provisions of this contract shall not affect its validity. In place of the invalid provision, or to fill a gap, an appropriate provision shall be agreed that comes as close as possible to what the parties to the contract intended or would have intended, taking into account the orientation of the company, according to the meaning and purpose of the contract, if they had considered the point. If the invalidity is based on a provision concerning performance or time, the legally permissible measure shall replace it.

The formation expenses, including costs of notarisation, registrations, publications, advice and fees, shall be borne by the company up to an amount of EUR 1000.

Berlin, 09 October 2024