The bylaws of Heinrich-Böll-Stiftung e.V. were adopted by the General Assembly on 28 March 1998 and last amended in December 2021.
Section 1: Name, Registered Office, Financial Year
Section 2: Object of the Association
Section 3: Non-profit Status
Section 4: Membership
Section 5: Composition and Work of the Bodies and Councils
Section 6: Members’ Assembly
Section 7: Executive Board
Section 8: Supervisory Board
Section 9: Expert Advisory Councils
Section 10: Advisory Council “Participation, Gender Democracy and Anti-Discrimination”
Section 11: State Foundations, Institute and Academy
Section 11a: State Foundations
Section 11b: Gunda Werner Institute
Section 11c: Green Academy
Section 12 Friends of the Heinrich-Böll-Stiftung
Section 13 Accountability and Auditing
Section 13a Data Protection in the Association
Section 14 Amendments to the Bylaws
Section 15 Dissolution of the Association
- The association has been registered at the German Register of Associations (“Vereinsregister”) and run under the name “Heinrich-Böll-Stiftung e.V.” (hereinafter referred to as “Heinrich-Böll-Stiftung”, “the Foundation” or “federal foundation”) since June 12, 1997.
- The registered office of the association shall be Berlin.
- The financial year shall be the calendar year.
- The primary object of the Foundation is to provide political education in Germany and abroad with a view to promoting the democratic development of an informed opinion, a commitment to sociopolitical activities, and international understanding. Moreover, the Foundation shall promote art and culture, nature, environmental and climate protection, science and research, as well as development cooperation.
- In doing so, the Foundation’s work shall be oriented towards the fundamental political principles of ecology, democracy, solidarity and non-violence. It shall work as a national foundation with a federal structure that is characterized by legal autonomy and a spirit of intellectual openness.
- A special concern of the Foundation shall be to implement gender democracy in terms of gender relations, which are free from dependence and dominance. This common task shall be an important model guiding both the internal cooperation and public activities of every segment of the association.
- Within the framework of the objects established in these bylaws, the Foundation shall encourage and support groups and individuals exercising their responsibility to make the world more peaceful, to conserve our natural environment and to promote the worldwide recognition of human rights. Comprehending the causes, reality and consequences of two totalitarian regimes in Germany and preventing this history from being forgotten are vital objectives of the Foundation’s activities.
- The educational activities of the Foundation shall promote mutual respect between people of all ages, different origins, cultural and sexual identities, and political views, as well as political and cultural equality for migrants.
- The Foundation’s political educational activities shall strive to counteract sexual discrimination against lesbians, gays, bisexuals, and transgender and intersex persons (LGBTIs). A further main focus shall be to provide opportunities for politically educating young people and to support youth initiatives. Young people are to be encouraged to participate in the development of new strategies and aspects in educational programs for young people.
- The Foundation shall promote art and culture as an element of its political educational activities and as a form of expression of social self-conception in keeping with the traditions associated with the name Heinrich Böll.
- In order to implement its goals as laid down in the bylaws, the Foundation cooperates with recognized foundations in the federal states pursuant to Section 11a and finances activities of these foundations for this purpose.
- With respect to its internal organization, the Foundation shall likewise be bound by the principles stated above and shall, by means of appropriate measures, promote the self-organization and assumption of responsibility of all its staff. Within this learning organization, a fundamental prerequisite for all the Foundation’s work shall be an openness for, and opening-up to, society.
- In order to implement the above-mentioned goals:
- the Foundation shall offer a range of educational and further training measures that are accessible to the general public that serves to promote the democratic development of an informed opinion and caters to a wide range of forms of education (e.g. meetings, seminars, conferences, publications, studies, lectures, excursions, and digital formats);
- the Foundation shall promote gifted students, talented and dedicated young people, artists and scientists from all fields and of all nationalities exhibiting a suitable character who are committed to the Foundation’s goals, as defined in the bylaws, and are actively involved in sociopolitical issues. This support may be employed to further both scientific or artistic training, and to fund specific work and other projects which are consistent with the goals of the Foundation;
- the Foundation shall engage in and promote research in particular by awarding grants and requesting expert opinions as well as by organizing events and issuing publications, for instance on ecology, democratization, international understanding, gender democracy, development cooperation, art and literature, and by making the results available to the general public;
- the Foundation shall develop concepts, publications and conduct educational events with the aim of providing the general public with comprehensive knowledge and ex-perience in nature, environmental and climate protection issues, to promote interest and active advocacy for environmental issues, and thus to strengthen and promote environmental awareness as well as awareness of nature and biodiversity;
- the Foundation shall promote international understanding through seminars and studies abroad and by establishing offices in foreign countries
- the Foundation shall promote partnerships with developing countries, in particular by providing education in a sociopolitical context and by promoting projects, for instance in the fields of ecology, democratization, international understanding and gender democracy (equality for all genders);
- the Foundation shall cooperate with its affiliated state foundations and make global funds available for their decentralized political education activities.
- The Heinrich-Böll-Stiftung is the result of a merger between the registered not-for-profit educational institutions Heinrich-Böll-Stiftung e.V. (Cologne), Frauen-Anstiftung e.V. (Hamburg) and Buntstift e.V. (Göttingen), and shall strive to carry forward the activities of these associations. The Foundation exclusively shall pursue non-profit objectives as stipulated in Sections 51 - 68 of the German Fiscal Code (Abgabenordnung). The work conducted by the Foundation is altruistic and primarily not for profit.
- The Foundation’s entire funds may only be used to fulfil the objectives outlined in the bylaws. Nobody shall be given preferential treatment through expenditures which are inconsistent with the objectives of the Foundation or constitute unreasonably high remuneration.
- None of the Foundation’s funds may be passed on to a political party or any of its sub-organizations.
- The Foundation undertakes to keep its own administrative expenditure as low as possible, to use all funds sparingly and economically, and to publish an annual report on the expenditures together with a statement of income and expenses and personnel development.
- No members shall receive any payments from the Foundation’s funds.
- Only natural persons of legal age may become members of the association. Employees of the Foundation, state foundations within the meaning of Section 11 a, or persons whose relationship to the Foundation is similar to that of an employee, as well as scholarship holders, may not become members of the association. The Members’ Assembly shall vote to decide on which new members may be accepted after prior proposals according to Section 4, para. 2. The scholarship holders shall elect two non-voting representatives to the Members’ Assembly (one for students and one for post-graduates).
- The number of members shall be limited to 49. The legislative period for membership shall be four years; each member may be re-elected once. The legislative period of a member begins after acceptance of the election and with the beginning of the next ordinary Members’ Assembly. After expiration of the election period, the membership remains in force until the election of a successor in the next ordinary Members’ Assembly. The election rules adopted by the Members’ Assembly shall regulate the procedure.
- The members shall be individually elected by the Members’ Assembly on the basis of proposals submitted by
a) the German federal party and its federal parliamentary group Bündnis 90/Die Grünen
b) every one of the state foundations
c) the Friends of the Heinrich-Böll-Stiftung.
- Membership shall be terminated
a) with the election of a successor in a Members’ Assembly following the end of a legislative period,
b) when a member dies,
c) when a member submits a written statement of voluntary resignation to a member of the Executive Board,
d) if a member is barred from the association.
- Any member significantly violating the interests of the Foundation may be barred by virtue of a resolution passed by the Members’ Assembly resulting in a majority sufficient for changing the bylaws. The application to bar a member may be submitted by the Executive Board or by one quarter of the Members’ Assembly. Before the Members’ Assembly votes on the application, the member shall be given the opportunity to present their case, either verbally or in writing, to the Members’ Assembly within an appropriate period of time.
- The bodies of the association are:
a) the Members’ Assembly
b) the Executive Board
c) the Supervisory Board
d) if appointed, the special representative(s)
The councils of the association are:
- the expert advisory councils
- the expert advisory councils
- A defined women’s quota of at least 50% at all levels of work, as well as a quota of 10% for people with a migration background, shall be observed with regard to the composition of the multi-member bodies and councils. In respect of full-time employees, this is considered to be a defined objective.
- To the extent that the bylaws stipulate a limited possibility of re-election to the bodies and councils, it is permissible to re-apply for an office following expiry of an intervening electoral term. The new period of office shall then count as the first period of office exercised.
- The Executive Board and the Supervisory Board shall issue rules of procedure for themselves. The rules of procedure of the Executive Board shall require the approval of the Supervisory Board. The rules of procedure of the Supervisory Board require the approval of the Members’ Assembly.
- The applicable rules of procedure are binding for all bodies and councils. The bodies and councils undertake to cooperate in implementing the Foundation’s goals.
- Full-time and part-time employees shall have no passive suffrage in the Members’ Assembly.
- With the exception of employee representatives, only persons belonging to the Friends of the Heinrich-Böll-Stiftung and paying at least the minimum contribution may belong to the bodies.
- No more than a quarter of any one body or council may be composed of persons holding a party office at state or federal level or possessing an electoral mandate in a state parliament, the Federal or the European Parliament. No member of the Executive Board may hold a party office or electoral mandate at the levels stated above.
- Members of bodies who do not work for the Foundation full-time and do not hold a party office at state or federal level or possess an electoral mandate in a state parliament, in the Federal or the European Parliament may receive reasonable flat-rate remuneration for their activities nor shall they be entitled to reimbursement of their expenses. Any decisions relating to any form of flat-rate remuneration shall be passed by the Members’ Assembly.
- The Foundation shall only be liable to its members for damage caused by a body or a member of a body in exercising their office if such actions were undertaken with willful intent or gross negligence.
- Members of the Executive Board and Supervisory Board as well as the special representative shall not be liable for damage resulting from any slight negligence that arises from their exercising of their official activities.
- The Members’ Assembly is the supreme decision-making body of the Foundation. Its functions include in particular:
a) accepting new members
b) electing and formally approving the actions of the Executive Board
c) formally approving the actions of the special representative
d) electing its members to the Supervisory Board
e) approving the rules of procedure of the Supervisory Board
f) resolving the rules of procedure of the auditors and the election rules
g) adopting the budget
h) adopting the annual financial statements
i) appointing the auditors
j) establishing expert advisory councils
k) approving the state foundations
l) electing the TuWas Foundation advisory council
m) electing the members of the expert advisory councils according to Section 10
- The Members’ Assembly shall comprise four persons each in accordance with Section 4, para. 2 a), up to sixteen persons in accordance with Section 4, para. 2 b) – with one person coming from each state foundation – and up to twenty-five other persons in accordance with Section 4, para. 2 c), of which one person shall be either a member of the European Parliament or the European Green Party. The proposals shall be put forward in text form.
- The Members’ Assembly shall convene at least once a year. In convening the meet-ing, the Executive Board shall propose the chair of the meeting to the Members’ Assembly. The Members’ Assembly shall elect the chair of the meeting. The Executive Board shall issue an invitation in text form, including an agenda, at least four weeks in advance; as a general rule, the members shall be notified of the date of the meet-ing eight weeks in advance. The Members’ Assembly must be convened if a request to this effect is submitted by one tenth of all members, or by the Executive Board or the Supervisory Board, or at least three expert advisory councils.
- The Members’ Assembly can take place in the form of a face-to-face meeting or al-so as an online meeting. A mixed form of these procedures is also permissible (hy-brid meeting). Reference must be made to the form of the meeting in the invitation. If an online or hybrid meeting is held, paragraphs 1 to 3 and paragraphs 6 to 9 shall apply mutatis mutandis, with the proviso that the members must additionally be informed in good time of the log-in data to the online conference room and members attending online shall be deemed to be present. Members shall be obliged not to disclose their log-in data to third parties and to keep it strictly confidential.
- Resolutions of the members may also be adopted in writing, by e-mail and/or by comparable electronic communication (star procedure). Such a resolution shall be valid if all members entitled to vote have been involved, at least half of the members involved have cast their vote(s) in text form by the deadline set by the Executive Board, and the resolution has been adopted by the required majority. After the conclusion of such a procedure, the results of the resolution shall be made known to all members in a timely manner.
- The Members’ Assembly shall form a quorum if at least half of its members are present. In order to be effective, Members’ Assembly resolutions shall be passed by a majority of the members who are present, unless otherwise regulated by the bylaws.
- Every member shall have a right of petition and right to speak at the Members’ As-sembly. As a matter of principle, the Members’ Assembly shall be open to the public. The employees and elected representatives of the scholarship holders shall have a right to speak and a right of petition. In the event that the Members’ Assembly is not held publicly, the employees and representatives of the scholarship holders shall be given the opportunity to make statements and submit petitions before the non-public meeting starts. The employee representatives elected to the Supervisory Board shall also be entitled to attend, speak and submit petitions during non-public Members’ Assemblies.
- Resolutions passed by the Members’ Assembly against the will of a majority of the female members present shall be postponed until the next Members’ Assembly if at least half of all female members are present at the Members’ Assembly and a majority of them votes in favor of this step (suspensive veto). The vote shall be held on the application of at least two of the women present at the Members’ Assembly.
- The resolutions passed by the Members’ Assembly shall be certified by means of minutes kept during the individual sessions. The minutes shall be signed by the chairpersons and the minute keepers.
- The Executive Board shall comprise up to three individuals. Executive Board members shall work full-time and can work on the basis of a service contract. The members shall receive an appropriate remuneration for their activities. Part-time working arrangements may be made for members of the Executive Board. The Executive Board shall be responsible for implementing the Foundation’s goals within the bounds of the resolutions passed by the Members’ Assembly. In particular, the Executive Board shall be responsible for ensuring that the Foundation and its institutions use the Foundation’s funds, and assets endowed on the Foundation by third parties, in a way which is economical and consistent with the Foundation’s goals. The Executive Board is in a position of seniority to all employees. It shall promote cooperation between the bodies and councils of the association, and endeavor to eliminate conflicts between them. Each member of the Executive Board shall represent the association individually. However, in the internal relationship, i.e. without limiting the power of representation externally, the prior consent of another member of the Executive Board must be obtained. In the event that a member of the Executive Board is permanently unable to act, the prior consent of the special representative is required. Further details are set out in the rules of procedure of the Executive Board.
- The Executive Board may appoint a Managing Director to manage the day-to-day activities of the association. The Managing Director shall be the special representative within the meaning of Section 30 BGB. The special representative shall work on a full-time basis and shall receive appropriate remuneration for his or her activities. The Executive Board shall issue a set of rules of procedure to the Managing Director indicating in particular the legal transactions requiring approval and his or her specific responsibilities.
- Gender democracy and the promotion of migrants, as outlined in Section 2, para. 5 of the bylaws, cooperation with Heinrich Böll’s community of heirs, conceptual development and organizational development are special tasks incumbent on the Executive Board.
- The Executive Board is responsible for appointing two members to the TuWas Foun-dation Board and for appointing the chair of the TuWas Foundation Board.
- Each member of the Executive Board shall be elected for a period of five years. The Supervisory Board shall be entitled to propose candidates for election. Members of the Members’ Assembly may submit proposals for the list to be compiled by the Supervisory Board. Members of the Executive Board shall remain in office until a successor has been elected. The election rules shall regulate the procedure.
- Each member of the Executive Board shall be entitled to speak and submit petitions at the Members’ Assembly.
- The Supervisory Board shall supervise the work undertaken by the Executive Board. The duties of the Supervisory Board and the cooperation with the Executive Board and the special representative are specified in the rules of procedure of the Supervisory Board.
- The Supervisory Board shall comprise up to nine individuals to be elected for the duration of four years. Each member may be re-elected for one further period of office. The Members’ Assembly shall elect up to seven individuals from its own ranks and the employees two individuals from their own ranks to the Supervisory Board. The Supervisory Board must always include one member elected in accordance with Section 4, para. 2 a). The election rules shall regulate the details.
- Expert advisory councils shall act as consultants for the Foundation with respect to the implementation of its goals as laid down in the bylaws and the resolutions of the Members’ Assembly.
- The expert advisory councils shall be appointed for a period of three years. They shall report on their activities to the Members’ Assembly on an annual basis. Members of the expert advisory councils shall, at any given time, only be members of one body and not of the Executive Board or the Supervisory Board.
- The members of the expert advisory councils shall be appointed by the Supervisory Board. Before their appointment, the members of the Members’ Assembly shall be given the opportunity to submit their proposed members to the Supervisory Board.
- To support the common task of participation, gender democracy and anti-discrimination inwardly and outwardly, the Advisory Council for Participation, Gender Democracy and Anti-Discrimination shall be set up, which is closely linked with the coordinating department of the common task.
- The Advisory Council for Participation, Gender Democracy and Anti-Discrimination shall be elected by, and accountable to, the Members’ Assembly. The members of the Members’ Assembly and the Supervisory Board shall be entitled to propose candidates for election to the Advisory Council. Members of the Advisory Council may only be in one body and not on the Executive Board or Supervisory Board.
- The Advisory Council for Participation, Gender Democracy and Anti-Discrimination shall collectively comprise at least 12 and no more than 15 persons. The women’s quota shall be at least 80%.
- The period of office shall be three years, with one term of re-election being permissible.
- The Advisory Council for Participation, Gender Democracy and Anti-Discrimination Council shall be entitled to submit petitions at the Members’ Assembly.
- The state foundations shall promote the goals of the Foundation at the level of the individual federal states. They are a constituting element of the federal foundation, and participate in developing concepts and implementing the goals as laid down in the bylaws of the federal foundation.
- Only one state foundation of the Heinrich-Böll-Stiftung may exist in each German state. A prerequisite for being recognized by the federal foundation is that a state foundation acknowledges the goals as laid down in the bylaws of the Heinrich-Böll-Stiftung, the state foundation is recognized by the tax authorities as a non-profit organization and that the local state division of Bündnis 90/Die Grünen declares itself in favor of a cooperation between the state foundation and the federal foundation.
- The state foundations shall exist legally as independent associations or foundations. As part of the admission procedure, the goals, nature and scope of cooperation between the Foundation and each state foundation shall be bindingly defined within a master cooperation agreement. This shall be decided by the Members’ Assembly of the federal foundation. The related recognition of the state foundations as cooperation partners to the federal foundation in the respective federal state shall continue to apply for as long as the bylaw requirements remain in effect. The bylaws of the state foundations must, in particular, correspond to the purposes of the following sections in the bylaws of the federal foundation: Section 2 / Objects of the Foundation, Section 3 / Non-Profit Status, Section 5, para. 2 / Women’s Quota, Section 5, para. 7 / Restrictions on Numbers of Office-Holders. Every recognized state foundation shall carry the name of the Foundation in its official name.
- In order to guarantee federally structured political education activities in Germany, the federal foundation shall provide the state foundations with global funds. In this regard, each state foundation shall be guaranteed a minimum endowment in order to ensure their ability to operate, having consideration to the respective state funds. The remaining portion of the global funds made available shall be determined according to a distribution scheme agreed between the federal and state foundations, the size and population of the federal state, as well as the state funds. All further details shall be governed by Section 3 of the master framework agreement.
- Recognized state foundations may apply for further global funds from the federal foundation for their project work. By the same token, state foundations may participate in national and international projects conducted by the federal foundation or have them carried out in their own name. To this end, additional budgetary funds may be made available within the bounds of the federal-federal state cooperation project.
- The state foundations must, in proportion to their size, deploy appropriate financial and human resources for the fulfillment of the common task.
- On the basis of feminist and gender-democratic findings, the Gunda Werner Institute shall contribute to the Foundation’s educational and consulting work which seeks to further emancipation. The Institute's main objective is to reflect on gender-related power structures and dominance relationships as well as to promote and encourage social emancipation and the equality of all genders in every aspect of society.
- As a self-operated unit of the federal foundation, the Gunda Werner Institute shall contribute to the implementation of the Foundation’s goals. To ensure that the Institute is able to structure its work professionally, it shall be furnished with a sufficient quantity of global funds.
- The details shall be regulated by a statute, which shall be adopted by the Members’ Assembly.
- The GRUENE AKADEMIE (Green Academy) is a think tank of the Heinrich-Böll-Stiftung dealing with topical political and cultural issues. It consists of voluntary members as well as a policy research and time diagnostics work unit. The aim of the Academy is to promote dialogue between politics and science. It organizes interdisciplinary studies, analyses and discussions on fundamental political and social issues, most notably in the fields of policy research and time diagnosis. The Green Academy is part of the Foundation’s Domestic Political Education Department.
- To ensure that the Green Academy is able to structure its work professionally, it shall be furnished with a sufficient amount of funding.
- The Academy’s work shall be advised and supported by an advisory council. It shall comprise voluntary and full-time members. The voluntary members of the advisory council shall be appointed by the Academy’s annual Members’ Assembly (“Membership Forum”) for three years at a time. The advisory board’s full-time members shall consist of the responsible Executive Board member of the Heinrich-Böll-Stiftung, the Head of the Domestic Department as well as the Head of the Academy.
- All further details relating to the Green Academy shall be governed by a statute.
- The Friends of the Heinrich-Böll-Stiftung are natural and legal persons as well as initiative groups who support the goals of the Foundation in accordance with Section 2, and declare this in writing and pay the required minimum fee. Collectively, they shall be the Friends of the Heinrich-Böll-Stiftung.
- The Friends of the Heinrich-Böll-Stiftung shall be informed about the events and activities organized by the Foundation and shall, at all times, have free access to the Members’ Assembly.
- The Friends of the Heinrich-Böll-Stiftung shall directly influence the development of the Foundation through their presence at the Members’ Assembly. A meeting of the Friends of the Heinrich-Böll-Stiftung shall be convened if requested by 10% of the Friends of the Heinrich-Böll-Stiftung.
- The Executive Board shall be obliged to prepare the annual financial statements and the annual report for the respective preceding year within a time limit compliant with the legal requirements, legislation on public grants and passed by the Members’ Assembly and shall submit these to the Supervisory Board and the auditors. The reports required for this purpose shall be submitted to the Executive Board in good time. All further details shall be regulated by the rules of procedure for the audi-tors adopted by the Members’ Assembly.
- The annual financial statements shall be audited by at least two independent auditors prior to a decision being made by the Members’ Assembly and published following approval by the Members’ Assembly. Members not belonging to any other body of the Foundation may be appointed auditors by the Members’ Assembly for the duration of three years; this appointment may be extended by one further three-year period. The Members’ Assembly may prematurely dismiss individual or all appointed auditors subject to a two-thirds majority of the members in attendance being reached. The expiry of the election period to the Members’ Assembly does not terminate the appointment as auditor.
- In order to fulfill the purposes and tasks of the association, personal data on the personal and factual circumstances of members, employees and volunteers in the association and its committees are processed in accordance with the requirements of the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). The personal data shall be protected from third-party access by appropriate technical and organizational measures.
- Other information as well as information about non-members will only be processed internally by the association if it is useful for promoting the purpose of the association and if there are no indications that the data subject has an interest worthy of protection which conflicts with the processing.
- The members of the association and the Friends of the Heinrich-Böll-Stiftung, as well as all employees or other persons working for the association are prohibited from processing, disclosing, making available to third parties or otherwise using personal data without authorization for any purpose other than the respective purpose of fulfilling the association’s tasks. This obligation shall continue to apply even after the aforementioned persons have left the association.
- The Managing Director shall appoint a data protection officer to perform the tasks and duties under the EU General Data Protection Regulation and the German Federal Data Protection Act.
- The Members’ Assembly may adopt changes to the bylaws or the objects of the association subject to an invitation being issued along with an agenda to this effect in accordance with Section 6, para. 3 and a written statement of the reasons being furnished for an application of this nature.
- Amendments to the bylaws shall require the approval of two-thirds of the members in attendance at the Members’ Assembly, and no less than the simple majority of all members attending the Members’ Assembly. Any amendments to the objects of the association shall require the approval of three quarters of all members.
- The task of editing and correcting the wording of the bylaws shall be entrusted to the Executive Board and Supervisory Board. In this regard, the unanimous consent of the Executive Board shall be required in order for an amended resolution to be passed.
- The Members’ Assembly may resolve to dissolve the association by a three-quarter majority of all members provided that they were sent an invitation to convene along with an agenda in accordance with Section 6, para. 3 as well as a written statement of the reasons for submitting such an application.
- Should an application to dissolve the association meet with the required majority, the last Executive Board in office shall handle the execution of the resolution.
- In accordance with the objectives described in Section 2 of the bylaws, the assets of the association shall pass to a tax-advantaged corporate body or a legal entity of public law in the event that the association is dissolved or the purposes entitling the association to tax privilege should lapse
- for political education at home and abroad for promoting the democratic development of an informed opinion, socio-political commitment and international understanding and/or
- for promoting art and culture as well as science and research and/or
- for promoting development cooperation.
Current version adopted by the Members’ Assembly on December 6, 2021
Dr. Ellen Ueberschär
Executive Board of the Heinrich-Böll-Stiftung