Constitution

§ 1 Name, legal form, domicile of the Foundation

  1. The Foundation shall bear the name “International Hearing Foundation”.
  2. It shall be a foundation with legal capacity under private law, domiciled in Hannover.

§ 2 Purpose of the Foundation / charitable status

  1. The purpose of the Foundation shall be the promotion of research in the field of hearing impairment and the rehabilitation of the hearing impaired. The Foundation shall exclusively and directly pursue charitable, non-profit-making purposes within the meaning of the section “tax-privileged purposes” in §§ 51 to 68 of the German Tax Code (Abgabenordnung).
  2. In particular, this purpose shall be fulfilled by:
    1. Awarding of scientific research contracts and grants in the field of hearing research.
    2. Holding of scientific events and in-service training events.
    3. Awarding of prizes for outstanding scientific achievement in the field of hearing research.
    4. Issuing of scientific publications and information.
    5. Promotion of the clinical testing of research findings in diagnostics, therapy and rehabilitation.
    6. Supporting those affected in the form of training and professional development.
  3. Aside the Foundation can also support ideally and financially other tax-privileged corporate bodies or public bodies for ideational and material support of the research and of hearing impaired persons. The support of these bodies is realized especially by sourcing for the purposes mentioned (cp. AEAO Nr. 1 to §58 Nr. 1)

§ 3 Disinterestedness

  1. The Foundation is a non-profit organisation and does not pursue goals primarily serving its own financial interest.
  2. The funds of the Foundation may only be used for purposes in accordance with the Constitution.
  3. No persons or institutions may receive payments which do not serve the purposes of the Foundation, especially not in the form of disproportionately high remuneration.
  4. The founder and their heirs shall not receive any beneficiaries from the Foundation (AEAO Nr. 2b to §60)

§ 4 The Foundation’s assets

  1. On its establishment, the Foundation’s assets total € 300,000.
  2. The Foundation’s assets must be preserved intact. Regrouping of assets is permissible.
  3. Free reserves may be formed from revenue generated by the foundation's assets to the extent permitted under taxation law (§ 58 no. 6 and 7a of the German Tax Code).

§ 5 Use of funds, fiscal year

  1. The purpose of the Foundation shall be fulfilled from revenue generated by the Foundation's assets and from any financial contributions by the founder or third parties not expressly intended to increase the Foundation’s assets.
  2. The beneficiaries shall have no legal entitlement to allowance. The recipients shall be required to document that the funds have been used for the specified purpose.
  3. The fiscal year shall be the calendar year.

§ 6 Bodies of the Foundation

  1. The bodies of the Foundation shall be the Governing Board, the Board of Trustees and the Scientific Advisory Board.
  2. With the exception of the Chair of the Governing Board, simultaneous membership of more than one body is not permissible.
  3. The members of the bodies shall serve on a voluntary basis. They shall be entitled to reimbursement of reasonable expenses; this reimbursement may also take the form of a lump sum.

§ 7 Governing Board, number of members, period of office and organisation

  1. The Governing Board shall consist of two to three persons, each of whom is elected by the Board of Trustees for a period of three years. The inaugural Governing Board shall be determined by the Founder as part of the Founder’s business. Members may be re-elected once or more times.
  2. The members of the Governing Board may be removed from the Board for good cause by the Board of Trustees.
  3. After the term of office has ended, the members shall remain in office until new elections are held.  If a member steps down prematurely, a successor shall be elected only until the end of the current period of office.
  4. The Governing Board shall elect a Chair and a Deputy Chair from among its number.

§ 8 Functions of the Governing Board, rights and obligations

  1. The Governing Board shall represent the Foundation both in and out of court. It shall have the status of a legal representative and shall in all cases act via the joint agency of two members.
  2. The Governing Board shall administer the Foundation in accordance with the purpose of the Foundation and this Constitution.
  3. In particular, its functions shall include:
    1. administration of the Foundation’s assets;
    2. awarding of the Foundation’s funds (on the basis of directives if applicable);
    3. deciding about the formation of reserves;
    4. accounting and reporting to the Board of Trustees on the administration of the Foundation and to the regulatory authority for foundations;
    5. appointing the members of the Scientific Advisory Council;
    6. (if applicable) the appointing of staff.
  4. The Governing Board shall generally adopt its resolutions at meetings to be convened by the Chair or Deputy Chair (at two weeks’ notice) at least once a year and otherwise as required.
  5. The Governing Board shall constitute a quorum if at least two of its members are present.
  6. The Governing Board shall adopt its resolutions by a simple majority of members present. In the event of a tie, the Chair or Deputy Chair shall hold the casting vote.
  7. Minutes are to be prepared for each meeting and signed by the person chairing the meeting.
  8. Resolutions adopted by means of a written ‘circular vote’ are permissible, provided that no members of the Governing Board desire a meeting instead.

§ 9 Board of Trustees, number of members, period of office and organisation

  1. The Board of Trustees shall consist of at least five and no more than 15 persons. It shall have the level of competence required or desirable in relation to the fulfillment of the Foundation’s purposes. The members of the inaugural Board of Trustees shall be appointed by the Founder; in other respects, the Board of Trustees shall add to its number by electing additional members or by electing a new member in due time before the end of the period of office.
  2. The period of office shall be five years. Members may be re-elected once or more times. Following the end of the period of office, the members shall remain in office until the new election is held.
  3. If a member steps down prematurely, a successor shall be elected only until the end of the current period of office.
  4. The Board of Trustees shall elect a Chair and a Deputy Chair from among its number.
  5. A meeting of the Board of Trustees shall be held at least once a year. Members will be invited to this meeting four weeks in advance by the Chair of the Board of Trustees.  Minutes of the Board of Trustees’ meeting are to be prepared.
  6. Members of the Governing Board may attend the meetings of the Board of Trustees. The Board of Trustees shall constitute a quorum when at least half of its members are present, including the Chair or Deputy Chair.
  7. Unless determined to the contrary, the Board of Trustees shall adopt its resolutions by a simple majority of persons present.  In the event of a tie, the Chair shall hold the casting vote or, if he/she is absent, the Deputy Chair (who will also be chairing the meeting).

§ 10 Functions of the Board of Trustees, rights and obligations

  1. The Board of Trustees shall have the following functions
    - Election and removal of members of the Board of Trustees
    - Approval of the actions of the Governing Board
    - Adoption of resolutions concerning changes to the Constitution, amalgamation with another Foundation or dissolution of the Foundation
  2. The Board of Trustees may, in consultation with the Governing Board, adopt directives concerning the awarding of the Foundation’s funds.
  3. The Board of Trustees shall, in general, adopt its resolutions at meetings to be convened by the Chair or his/her Deputy at least once a year and otherwise as required.
  4. Adoption of resolutions is – with the exception of amendments to the Constitution, amalgamation or dissolution of the Foundation – permissible by means of a written “circular vote”, provided that no members of the Governing Board desire a meeting instead.
  5. Minutes are to be prepared for each meeting and signed by the person chairing the meeting.

§ 11 Scientific Advisory Committee

  1. The Governing Board may appoint a Scientific Advisory Committee.
  2. The Scientific Advisory Committee shall consist of up to 15 members, to be appointed by the Governing Board for five years. Members may be re-appointed once or more times.
  3. Members of the Advisory Committee may be removed by the Governing Board at any time.
  4. Members succeeding members who have stepped down or been removed shall be appointed for the remainder of the period of office.
  5. The Advisory Board shall elect a Chair and a Deputy Chair from among its number for five years in each case.

§ 12 Functions of the Scientific Advisory Committee

The Advisory Committee shall advise the Governing Board and the Board of Trustees.

§ 13 Annual accounts, audit

  1. The Governing Board shall prepare annual accounts, including an assets and liabilities statement, on an annual basis (§ 8 Sec. 2).
  2. If the Foundation’s capital equals or exceeds € 2 million, the annual accounts are to be audited by a certified auditor or auditing company.

§ 14 Adoption of resolutions, amendment to Constitution, discontinuation, amalgamation

  1. The Board of Trustees may adopt a resolution concerning amendments to the Constitution, amalgamation with another foundation or dissolution of the foundation only with at least three quarters of its members. Measures of this nature shall require approval by the regulatory authority for foundations.
  2. If the Foundation is dissolved or discontinued, or upon the cessation of its tax-privileged purposes, the Foundation’s assets may – following the prior agreement of the tax authorities – be used only for non-profit, charitable purposes that most closely correspond to the previous purpose of the Foundation. The Foundation’s remaining assets are to be transferred to the foundation of Hannover Medical School, with funds chiefly to be used for assisting hearing research.


§ 15 Regulatory authority

The regulatory authority for the Foundation shall be the Ministry responsible for Internal Affairs in Lower Saxony, Hannover.

§ 16 Entry into force

The Foundation’s Constitution shall enter into force upon its approval by the regulatory authority for the Foundation.