Bylaws

The Kunstverein für die Rheinlande und Westfalen, founded in 1829, has, in keeping with its tradition, adhered as far as possible to its statute approved by “Allerhöchste Kabinettsorder” (Supreme Cabinet Order) of December 30, 1843. Over the course of its history, however, the bylaws have had to be adapted several times to changing circumstances. On December 16, 1968, the General Assembly of the Association resolved to have the Association entered in the Register of Associations. Registration shall be applied for with the Local Court (Amtsgericht) of Düsseldorf under the following bylaws:

§ 1 Nature and Purpose of the Association

1. The Kunstverein für die Rheinlande und Westfalen has its seat in Düsseldorf and serves exclusively and directly charitable purposes within the meaning of applicable tax law, namely the promotion of the visual arts. It pursues this purpose by encouraging general appreciation of beauty, supporting artists and students of art in their endeavors, facilitating the adornment of public and private life, and in particular by organizing art exhibitions.

2. The Association is entered in the Register of Associations.

§ 2 Membership

1. Admission to the Association takes place through the entry of the member in the membership register following notification of application.

2. Each member receives a membership card stating their membership number.

3. Members may withdraw from the Association at any time. Withdrawal must be declared by registered letter.

4. The full membership fee is payable for the fiscal year in progress at the time of admission or withdrawal.

§ 3 Governing Bodies

The governing bodies of the Association are: a) the General Assembly b) the Administrative Board c) the Board.

§ 4 The General Assembly

1. An ordinary General Assembly shall be held annually. An extraordinary General Assembly may be convened if necessary.

2. The General Assembly shall be convened in writing with at least ten days’ notice between the date of dispatch of the invitation letters and the date of the meeting, and the agenda shall be stated in the notice.

3. The General Assembly shall be convened and chaired by the Chair of the Board. The Chair shall convene the Assembly if one-twentieth of all members of the Association request this in writing, stating the desired agenda.

4. At the ordinary General Assembly, the Board shall present the annual report together with the annual financial statements. The General Assembly shall then decide on the discharge of the Administrative Board.

5. Each member is entitled, in accordance with the rules of procedure, to place matters affecting the interests of the Association on the agenda for discussion and deliberation.

6. The General Assembly may adopt resolutions only on matters that have been placed on the agenda.

7. The General Assembly shall adopt its resolutions by a simple majority of the votes cast. Amendments to the bylaws require a majority of three quarters of the votes cast.

8. Each member has one vote in the General Assembly. Members who are not present may be represented by a member in attendance on the basis of written proxy.

9. The Chair shall determine the manner in which votes are taken.

10. The resolutions of the General Assembly shall be recorded in written minutes, which shall be signed by the Chair and the Secretary.

§ 5 Advisory Board

1. The Advisory Board advises the Board.

2. It consists of up to seventy five members, who are elected by the General Assembly.

3. At the end of each ordinary General Assembly, the term of office of one third of the Advisory Board members shall expire, namely those whose election dates back the longest. Among members elected at the same time, the order of departure shall be determined by lot.

§ 6 The Board

1. The Board conducts the affairs of the Association.

2. It consists of up to nine members, who are elected by the Advisory Board.

3. At the end of each ordinary General Assembly, the term of office of three members of the Board shall expire, namely those whose election dates back the longest. Among members elected at the same time, the order of departure shall be determined by lot. Re-election is permitted.

§ 7 The Chair of the Board

The Chair, or in the event of their absence the Deputy Chair, convenes the General Assembly, the Advisory Board, and the Board, and presides over the meetings of these bodies.

§ 8 The Treasurer

The Treasurer administers the assets of the Association and supervises its finances.

§ 9 The Secretary

The Secretary records the minutes of the meetings of the Association’s governing bodies. The minutes shall record the resolutions adopted.

§ 10 Director

1. The Board may appoint a salaried Director and entrust them with the day to day management of the Association. The Director shall have a seat and vote on the Board.

2. Within the scope of the authority granted to them by the Board, the Director is authorized to represent the Association.

§ 11 Fiscal Year

The fiscal year shall be the calendar year.

§ 12 Charitable Status of the Association

1. All funds of the Association are dedicated to its statutory purposes. Any profits may be used only for the purposes set forth in these bylaws. Members shall receive no share of profits and, in their capacity as members or as members of the Board or the Advisory Board, shall receive no payments from the funds of the Association.

2. No person may benefit from expenditures that are unrelated to the purposes of the Association or from disproportionately high compensation.

3. A departing member shall receive no payments from the assets of the Association.

4. Amendments to the bylaws that may affect the recognition of the Association’s charitable status by the tax authorities must be coordinated in advance with the tax office responsible for the Association. Resolutions concerning such amendments shall become effective only upon approval by the tax authorities. The Administrative Board is authorized to make amendments to the bylaws that become necessary due to requirements imposed by the tax office or the registry court.

5. In the event of the dissolution or termination of the Association, or if its previous purpose ceases to exist, its assets shall fall to the City of Düsseldorf, which shall use them directly and exclusively for charitable purposes by allocating them to the municipal art collections or using them for their benefit.

Status: December 1991