Articles of Association
BIF's Articles of Association
The Boehringer Ingelheim Fonds (BIF) is a non-profit foundation whose purpose is to promote "basic research in natural sciences and medicine". Its Articles of Association were set out on 12 January 1983, amended on 15 June 1984, and approved by the German government's supervisory authority for foundations (Stiftungsaufsicht), to which it reports each year.
To establish a foundation, one must set forth its intended aim and purpose, as well as the rights and duties of its members, within its articles of association. These must be filed with the appropriate supervisory and financial state authorities. Only if the articles of association are then approved by these authorities, may the foundation be considered to be non-profit.
Articles of Association
- The Foundation bears the name Boehringer Ingelheim Fonds, Foundation for Basic Research in Medicine.
- It is a public foundation of civil law domiciled in Ingelheim am Rhein.
- The purpose of the Foundation is the exclusive and direct promotion of basic research in natural science and medicine, particularly in the field of clinical and theoretical medicine. To this end, the Foundation can award fellowships to qualified junior scientists, arrange series of lectures with researchers of international repute, organize international scientific conferences, and take further measures suitable to serve the purpose of the Foundation.
- When awarding research grants to qualified junior scientists, relevant expert opinions must guarantee that the promotion serves scientific purposes, that the fellow will be able to pursue their work at a university or equivalent research institute, and that the work will be supervised by a qualified senior scientist.
- The award of Foundation funds to commercial companies is not permitted.
- The Foundation exclusively and directly pursues non-profit-making purposes as defined by the section on "Tax-privileged purposes" of the German Tax Code (AO). It acts in the interest of others and does not pursue any profit-making purposes. The founders do not receive any payments from Foundation funds.
- The Foundation assets amount to a sum of DM 100,000 (approx. EUR 51,130.-) to which each of the founders has contributed 50 %.
- The Foundation assets can be increased by contributions from the founders, from other companies of the Boehringer Ingelheim group, or from third parties.
- The funds of the Foundation may be used for statutory purposes only. The Foundation may not favour any person by paying administrative expenses unrelated to the Foundation or by excessively high payments.
- The funds of the Foundation arising from the proceeds from the Foundation assets can be allocated in full or in part to reserves when and where this is necessary in order to guarantee fulfilment of a certain Foundation project within a fixed period.
The bodies of the Foundation are
(a) the Board of Trustees; (b) the Executive Committee; (c) the Management Board.
- The Board of Trustees consists of seven members who are appointed by the founders for a period of three years; reappointment is possible. The members of the Board of Trustees are entitled to resign from their position before the end of their period of office, subject to three months' notice to the end of a month. The founders may only remove members of the Board of Trustees from office prematurely for good cause. If a member of the Board of Trustees resigns prematurely, the founders will appoint a successor for the remaining term of office.
- The Board of Trustees elects a Chairman and a Deputy Chairman from its members.
- The Board of Trustees constitutes a quorum when at least half of its members participate in the passing of a resolution. Absent members of the Board of Trustees can participate in a resolution by requesting another member of the Board of Trustees or the Managing Director of the Foundation to submit their written vote. Resolutions can also be made in writing provided that none of the members of the Board of Trustees objects to this procedure. Resolutions are passed with a simple majority of votes; the Chairman has the casting vote. The Managing Director may attend meetings of the Board of Trustees in a non-voting capacity.
- The members of the Board of Trustees act in an honorary capacity for the Foundation. With the exception of a suitable expense allowance for attending meetings of the Board of Trustees they may not receive any financial benefit from the Foundation.
- The Board of Trustees decides on all the Foundation's matters of fundamental significance.
- In particular it has the function of (a) deciding on the use of proceeds from the Foundation assets; (b) deciding on the budget; (c) revising the annual accounts and approving the activities of the Executive Committee; (d) participating in the passing of amendments to the Articles of Association.
- The Executive Committee consists of three members of the Board of Trustees who, after consultation with the Board of Trustees, are appointed by the founders for the period of their membership in that board; they can only be removed for good cause. If a member of the Executive Committee resigns, the founders appoint a successor.
- The Foundation is represented both inside and outside of court by at least two members of the Executive Committee (Section 26, German Civil Code (BGB)).
- The members of the Executive Committee act in an honorary capacity for the Foundation. They may not receive any financial benefit from the Foundation.
- The Executive Committee manages the day-to-day business of the Foundation.
- In particular it has the function of (a) investing the Foundation assets profitably according to commercial aspects (b) implementing the resolutions of the Board of Trustees (c) drawing up a budget in a timely manner before the beginning of the accounting year; (d) drawing up an annual account immediately on termination of the accounting year and presenting it to the Board of Trustees (e) preparing an inventory of the Foundation's assets.
- The Executive Committee can appoint a Managing Director to carry out its functions.
- The Managing Director runs the regular business in accordance with the instructions of the Executive Committee.
- Amendments to these Articles of Association shall be decided by the Board of Trustees following consultation with the founders.
- Any amendment to the Articles of Association must be approved by the supervisory authorities.
- If the Foundation is dissolved by the supervisory authorities, the Foundation assets shall be used for charitable purposes to be determined by the Board of Trustees in accordance with Article 2 (1). Prior to this, the tax authorities must give their approval.
Ingelheim am Rhein, Germany, 12 January 1983 (with amendments of 15 June 1984)