Statutes of the WHW Foundation

Preamble

The purpose of the Foundation is to promote the SUFI MESSAGE brought to humanity by HAZRAT INAYAT KHAN in 1910.

"The purpose of the Sufi Message is to work towards unity. Its main aim is to bring humanity, which is so fragmented, closer to each other in thedeeper understanding of life. It is a preparation for service to the world, which is mainly done in three ways. One way is the philosophical understanding of life; another way is to achieve between races, nations and creeds, a brotherhood; and the third way is the fulfilment of the greatest need of the world, which is the religion of today, a religion that belongs to all teachers and all scriptures."(Hazrat Inayat Khan)

§ 1 Name, legal form, registered address and financial year

(1) The name of the Foundation shall be: "WHW Foundation" and shall hereinafter be referred to as the "Foundation". WHW stands for the names of three people who were very close to the founder.

(2) It has its registered address in Berlin and pursues exclusively and directly charitable purposes.

(3) It is a foundation under civil law with legal capacity. The Foundation shall be established in accordance with German law.

(4) The financial year shall begin on 1 January and end on 31 December of the same year. The internal foundation year begins on 13 September and ends on 12 September of the following year. 13 September is the main holiday of the Sufi movement.

§ 2 Purpose of the Foundation

(1) The purpose of the Foundation is to promote religion and the idea of international understanding within the meaning of § 52, paragraph 2, no. 2 and no. 13 of the German Fiscal Code (Abgabenordnung), in particular the promotion of understanding between religions and the promotion of inter-religious dialogue.

(2) The purpose shall be fulfilled in particular by

(a) supporting centres of the Sufi movement throughout the world, especially in Germany, Australia, New Zealand and South Africa,

(b) the support of inter-religious activities,

(d) support for the structural maintenance and upkeep of the house "Fazal Manzil" at 23 rue de la Tuilerie, 92150 Suresnes, France, as it exists at the time of the establishment of this Foundation, being the former residence of Hazrat Inayat Khan, the founder of the "International Headquarters of the Sufi Movement" established in 1923.

§ 3 Charity of the Foundation

(1) The Foundation shall act selflessly. It shall exclusively and directly pursue charitable purposes within the meaning of the provisions of §§ 51 ff. AO. The Foundation's funds may only be used for the purposes set out in the Statutes. The founder and her heirs shall not receive any donations from the Foundation's funds.

(2) No person may be favoured by expenses that are alien to the purpose of the Foundation or by disproportionately high remuneration.

(3) The Foundation shall fulfil its tasks itself or through an auxiliary person within the meaning of Article 57, paragraph 1, sentence 2 of the German Fiscal Code (AO), insofar as it is not active in the way of fundraising in accordance with Article 58, no. 1 of the German Fiscal Code (AO). The Foundation may maintain special purpose enterprises to fulfil the Foundation's purpose.

§ 4 Foundation assets

(1) The assets of the foundation at the time of its recognition (by this do you mean the time of its creation/inauguration? If yes, then change to creation rather than recognition) shall be determined by the foundation deed.

(2) The assets of the Foundation shall be maintained permanently and undiminished and shall be invested safely and profitably.

(3) Reallocation of assets shall only be permissible to a limited extent in accordance with the following provisions. Profits from reallocations may be used in whole or in part to fulfil the purpose of the Foundation. The property contributed as assets of the Foundation (Danckelmannstr. 24, corner of Horstweg 29/30, 12059 Berlin, registered with the Land Registry of the Berlin Charlottenburg District Court, Volume 233, Sheet 27128) may not be sold, mortgaged or pledged.

(4) The assets of the Foundation shall be increased by the donations intended for this purpose (endowments). The Foundation may accept such donations without being obliged to do so vis-à-vis third parties. It may also add donations without a specific purpose to the assets on the basis of a disposition upon death.

The Foundation may only accept donations (endowments and gifts) if they are made by the founding benefactor or, if they are made by third parties, only up to an amount of EUR 1,000 per calendar year per donor. The amount of EUR 1,000 shall be increased or decreased in accordance with the consumer price index determined by the Federal Statistical Office at the time of the payment in comparison with the index value at the time of the recognition of the foundation.

(5) The Founder undertakes to donate at least EUR 3,000 annually until her death to ensure that the Foundation's current administrative costs are covered.

(6) Any contribution (endowment or donation) received by the Foundation from the Founder or from third parties may include (but is not required to include) instructions, directions or restrictions from the donor as to its use, subject to the Articles of Association of this Foundation and in accordance with the charitable status of this Foundation. This may include whether the donation (such as cash, securities or other assets) must be used for any of the purposes set out in section 2(1) and may also include instructions specifying certain restrictions on use. In the absence of specific instructions or directions from the donor, all donations shall be used for the purposes and purpose realisation measures specified in § 2 paras. 1 and 2.

§ 5 Use of income from assets and donations

(1) The funds for the fulfilment of the purposes of the Foundation as set out in § 2, paragraph 2, shall be provided from the income from the assets of the Foundation and from donations which are not expressly intended to strengthen the assets of the Foundation, as well as from reallocation profits intended for this purpose. Excluded from this are the formation of reserves or additions to the assets of the Foundation in accordance with § 62, paragraph 1, no. 3 AO.

(2) The Foundation may allocate all or part of its funds to a reserve insofar as this is permissible within the framework of its non-profit status for tax purposes.

(3) In order to maintain the value of the Foundation, parts of the annual income may be allocated to a free reserve to the extent permitted by tax law for the purpose of maintaining the substance of the Foundation and to compensate for inflation.

(4) Within the limits permitted by tax law, the Foundation may donate funds to another tax-privileged corporation or to a legal person under public law for the purpose of endowing its assets.

(5) A legal claim of third parties to the granting of funding from the Foundation, which may be revoked at any time, does not exist on the basis of these Statutes.

(6) The funds may not be used for the payment of salaries or other remuneration, also in the form of non-cash benefits, within the framework of the measure mentioned in § 2 paragraph 2 (d); this applies in particular to the residents of the house "Fazal Manzil" or other members of the Sufi movement.

§ 6 The governing body of the Foundation

(1) The governing body of the Foundation is the Board of Directors.

(2) All activities of the members for the Foundation are honorary. The members shall not receive any remuneration or compensation. No member is entitled to make a profit from the Foundation in any form. Necessary expenses, e.g. travel costs, overnight stays, incurred in connection with the performance of activities for the Foundation shall be reimbursed at 100%.

(3) Simultaneous membership of the Executive Board and the Advisory Board is excluded.

§ 7 Board of Directors

(1) When the Foundation is established, the Board shall consist of four members, the Chairperson, the Vice-Chairperson, the Treasurer and the Secretary.

(2) The first Executive Board is appointed in the foundation deed.

(3) During her lifetime, the Founder (Petra-Beate Schildbach) shall be the Chairperson. During her lifetime, the Founder may, at her own discretion, appoint members of the Board and allocate the functional offices mentioned in para. 1. The founding Board members shall be members of the Board for life. The members of the Board of Directors are entitled to resign from office at any time.

(4) After the death of the founder or if the founder is no longer willing and able to appoint new Board members, the Board shall complete itself {this is a strange phrase in English, I think what is meant is that if you are no longer chairperson, then the board elects one so you could just delete complete itself and} and elect a chairperson from among its members. If the Board consists of more than one member, the Board may also elect from among its members a Vice-Chairman, a Treasurer and a Secretary. Although there is no minimum or maximum number of Board members, the Founder suggests that the Board members consider a Board with at least four (4) members, including the Chairperson and the Vice-Chairperson.

(5) If the Board consists of only one member, the Board member shall, by declaration to the Foundation Supervisory Authority, nominate a person to succeed him/her as a member of the Board in the event of termination of his/her office by resignation, death, order of care or determination of incapacity. The designation may be changed at any time by declaration to the Foundation Supervisory Authority and shall lose its effectiveness if at least one further member of the Board is co-opted.

(6) The term of office of the members of the Board who are not founding Board members shall be four years. Reappointments are permitted. A retiring member of the Executive Board shall remain in office until a successor has been appointed, if otherwise the Executive Board would no longer have a member. The office of all members of the Board shall end automatically upon their death or resignation.

(7) The members of the Board appointed by the Founder may be dismissed by her at any time for good cause. After the death of the Founder or if she is no longer willing and able to do so, a member of the Board may be removed by the other members of the Board at any time for good cause (e.g. in the event of substantial damage to the interests or reputation of the Foundation), subject to the following prescribed procedure. A member of the Board must submit a proposal to all members of the Board for the dismissal of the member in question. All members of the Board must then vote on that proposal after giving the member of the Board who is the subject of the proposal a reasonable opportunity to make representations to all members of the Board on the proposal, giving at least 30 calendar days' notice. The members of the board should seek advice from the members of the advisory council. The Board member concerned shall not participate in the decision-making process. Only in the event of a unanimous vote of the board, the proposal is accepted and the board member concerned is immediately removed from office. The dismissal is effective until its invalidity is legally established.

§ 8 Duties of the Executive Board

(1) The Board is the governing body of the Foundation. It shall be responsible for supervising the activities of the organisation, the protection of the assets, the reputation of the Foundation and the fulfilment of the purpose of the Foundation. To this end, the Board shall work on the strategy, the setting of objectives and tasks and the risk management.

(2) The Executive Board has the position of a legal representative and represents the Foundation in all judicial and extrajudicial matters. As long as the Founder is Chairperson of the Board, she shall represent the Foundation individually. Otherwise, the Foundation shall be represented jointly by two members of the Board, one of whom must be the Chairperson or the Deputy Chairperson. If the Board consists of only one member, that member shall represent the Foundation individually. The founding chairperson is exempt from the restrictions of § 181 BGB. The founding Chairperson irrevocably authorises the Executive Board in office at the time of her death, beyond the time of death, to declare in her name the conveyance of the real property donated in accordance with § 4 Para. 1 under release from the restrictions of § 181 BGB and to approve and apply for the registration of the transfer of ownership for entry in the land register. The members of the Board are exempted by the Foundation from the restrictions of § 181 var. 2 BGB for the declaration of this conveyance and its execution, including usual powers of attorney to notary publics.

(3) The members of the Executive Board shall jointly have the task of fulfilling the purpose of the Foundation in the best possible way within the framework of the Foundation Statutes. In particular, they shall have the following tasks:

a) the administration of the Foundation's assets,

b) the use of the Foundation's funds, and

c) the approval of the annual report documents.

The other special tasks result from the following regulations in the case of a corresponding occupation of the Board of Directors. If the respective functions are not filled, the members of the Board shall agree on the distribution of tasks in detail.

(4) If a Treasurer is appointed, the Treasurer shall have the special task of keeping or ensuring good and proper financial accounts, as mentioned above, including the following tasks:

(a) preparation of a budget at the beginning of each financial year and its annual approval by the Board,

b) Preparation of the annual financial statements and annual financial reports required to meet the regulatory requirements of the Foundation after each financial year,

c) regular updates of the budget during the financial year, including expenses paid and tracking of the approved budget,

(d) preparation of an inventory of capital assets and current assets,

(e) keeping records of all assets of the Foundation and taking into account any directions or restrictions on their use; and

(f) maintaining a bank account in Berlin in the name of the Foundation.

The Treasurer shall manage access to the bank account and other assets. He shall primarily handle the banking business. The Board shall have the duty to audit the bank transactions.

(5) If a Secretary has been appointed, he shall keep the minutes of the meetings of the Board and keep other important notes which shall be kept on file.

§ 9 Decision-making of the Executive Board

(1) The Executive Board shall have sole decision-making authority for the Foundation. The Board shall be convened by the Chairperson or his or her Deputy as required, but at least once a year, stating the agenda and giving four weeks' notice. Meetings may be held in person at a time and place agreed by the Board members or, alternatively, via a video conferencing system. Meetings shall also be convened if a member of the Executive Board so requests. If no member of the Executive Board objects, resolutions may also be passed in writing, including by e-mail.

(2) A member of the Executive Board may be represented at the meeting by another member of the Executive Board. No Board member may represent more than one other Board member.

(3) The Executive Board has a quorum if, after proper convocation, at least two thirds of the members of the Executive Board, including the Chairperson or his/her deputy, are present or represented or participate in the written circulation procedure.

(4) Errors of summons shall be deemed to be resolved if all members of the Executive Board are present or participate in the written circulation procedure and no one objects.

(5) The Executive Board shall adopt its resolutions by simple majority of the votes of the members of the Executive Board present or their representatives or of the members of the Executive Board participating in the written circulation procedure unless the Statutes provide otherwise. In the event of a tie, the Chairperson or the Deputy Chairperson shall have the casting vote.

(6) No expenditure of Foundation funds shall be made unless approved by the Board. Each proposal shall be submitted to the Board for approval with written supporting documents. In urgent cases, the Board may approve up to € 5,000 for each individual transaction without prior submission of formal written documentation to support the proposed expenditure.

(7) Minutes of meetings shall be kept of enquiries, discussions, resolutions and the performance of work. Resolutions shall be recorded therein in their wording. The minutes shall be signed by the Chairperson and the Secretary and brought to the attention of all members of the Board and the Advisory Council.

§ 10 Advisory Board

(1) The first members of the Advisory Board shall be appointed by the Founder. The Advisory Board shall consist of a minimum of two and a maximum of five members.

(2) The Founder may appoint members of the Advisory Board during her lifetime at her own discretion and may dismiss them for good cause.

(3) After the death of the Founder or if she is no longer willing or able to do so, the Board shall have the power to appoint new members of the Advisory Board by majority vote or to remove them for cause. The Board shall consult the members of the Advisory Board on any proposed changes in the composition of the Advisory Board.

(4) The term of office of the members of the Advisory Board shall be four years. Reappointments are permitted. After the expiry of the term of office, the members of the Advisory Board shall continue to hold office until their successors take office, if otherwise the number of members would fall below the minimum. The office of all members of the Advisory Board shall automatically terminate upon their death or resignation. In the event of the death, resignation or removal of an Advisory Board member, the remaining Advisory Board members shall constitute the Advisory Board. A member who has resigned shall be replaced immediately by the Executive Board by election, if otherwise the number of members would fall below the minimum number.

§ 11 Tasks and resolutions of the Advisory Council

(1) The Advisory Board shall advise and support the Executive Board within the framework of these Statutes in order to fulfil the purpose of the Foundation in the best possible way.

(2) The Advisory Board shall hold a regular meeting once a year. The Advisory Board shall pass resolutions by simple majority.

(3) The members of the Advisory Board may attend the meetings of the Board, but are not obliged to do so. The members of the Advisory Board shall not be entitled to vote in the meetings of the Board, may not represent the Foundation and are not authorised to commit the Foundation in a legally binding manner.

§ 12 Amendment of the Statutes

(1) The Board of the Foundation may only decide on amendments to the Statutes if they do not affect the purpose of the Foundation and do not substantially change the original structure of the Statutes.

(2) Resolutions on amendments to the Statutes may only be passed at a meeting when all members of the Board are present. Resolutions on amendments require a majority of two thirds. They require the approval of the foundation supervisory authority and must be notified to the competent tax office with a declaration.

§ 13 Dissolution

The Board of Directors may decide on the dissolution of the Foundation if the purpose of the Foundation becomes impossible or if the circumstances change in such a way that the permanent and sustainable fulfilment of the purpose of the Foundation is finally no longer possible. Resolutions on the dissolution of the foundation shall only become effective after approval by the foundation supervisory authority and shall be notified to the competent tax office with a declaration. The resolution on dissolution shall require a majority of three quarters of the members of the Board and may only be passed in a meeting with all members of the Board present.

§ 14 Accumulation of assets

In the event of the dissolution or annulment of the Foundation or in the event of the discontinuation of tax-privileged purposes, the assets shall pass to the charitable "Sufi-Bewegung e.V.", Berlin, which shall use the assets directly and exclusively for charitable, benevolent or ecclesiastical purposes.

§ 15 Foundation Supervision

(1) The Foundation shall be subject to state supervision in accordance with applicable Berlin law.

(2) The Foundation Supervisory Authority shall be informed of the affairs of the Foundation at any time upon request. Notifications of changes in the composition of the Foundation's bodies as well as the budget, annual accounts and activity report shall be submitted without being requested.