Statutes

of the Civil-law Foundation with Legal Capacity

Wim Wenders Foundation

Preamble

“People around the globe have seen my films, many have been influenced by them, and some of these films have become classics or cult films. They do not belong to me any more, anyway, but to a collective memory of cinema-goers of every age and many nationalities. It has been my desire for many years that in the future my work might belong only to itself, and thus to everyone. There is now a realistic and unique opportunity for this to come true.”
Wim Wenders

Section 1

Name, Legal form, Domicile

(1) The name of the Foundation is Wim Wenders Foundation.

(2) It is an incorporated foundation under (German) civil law.

(3) The Foundation’s registered seat is in Duesseldorf.

Section 2

Purpose of the Foundation, Non-profit Character

(1) The foundation shall exclusively and directly pursue purposes aimed at advancing the public benefit within the meaning of the “Tax-privileged purposes” section of the German Tax Code. The Foundation’s purpose shall be the promotion of the arts and culture through:

a) the promotion and distribution of the cinematic, artistic, photographic, and literary works of Wim Wenders, for example through

aa) the acquisition of the rights to Wim Wenders’ films which at the time of establishing the Foundation were held by REVERSE ANGLE PICTURE GmbH, Hamburg;

bb) the acquisition of the rights to (or at least the exploitation permits for) the only two films of Wim Wenders that are still held by third parties, namely “Hammett”, 1982, which belongs to American Zoetrope, San Francisco, and the “BAP-Film”, 2003, held by Screen Works, Cologne;

cc) the collection of further materials and originals of all kinds as well as their care, preservation and restoration;

dd) backing up and archiving the cinematic and photographic oevre, including its digitalisation and/or transfer to modern data storage media;

ee) the holistic review and organisation of the oeuvre to enable a big-picture perspective of the work;

ff) the presentation and exhibition of the cinematic, photographic, artistic and literary oeuvre for the widest possible range of cultural and academic research purposes;

b) the promotion of innovative cinematic narration. New media and techniques, the exploration of which pervades the entire work of Wim Wenders, shall be supported by the awarding of grants to young filmmakers and video artists whose vision is to tell stories with new means and thus enrich and renew our visual language. These grants are to be funded as much as possible from those Foundation’s assets that are not needed for fulfilling the functions enumerated under aa).

(2) The Foundation shall operate for the public good, its main interest shall not lie in the pursuit of its own commercial advantage.

(3) The Foundation’s assets may only be used for the purposes set out in the Foundation’s statutes. The Foundation may also make parts of its assets available to another, also tax-privileged entity or public-law corporation for the above-mentioned tax-privileged purposes. Furthermore, it may raise funds for the realisation of the above-mentioned tax-privileged purposes by another tax-privileged entity or for the realisation of such purposes by a public-law corporation.

(4) No legal entity or person shall benefit from expenses which are ultra vires to the Foundation’s purpose or from excessively high remuneration, support or grants.

Section 3

The Foundation’s Assets

(1) The initial endowment funds of the Foundation shall result from the act of foundation.

(2) The Foundation’s assets, as far as they consist of the items and rights specified in Section 2 Paragraphs 1 a), aa) to cc) shall be kept undiminished in their substance and, insofar possible, also their value. Preservation of substance means in particular that tangible property shall be cared for and maintained and all measures taken as may be necessary or expedient for the preservation of rights. Otherwise, the Foundation’s assets shall be kept undiminished in their value. As long as Wim Wenders and/or Donata Wenders are members of the Foundation’s board of directors, up to 15% of the assets’ value may be used in exceptional cases, if the Foundation’s purpose cannot be realised any other way and repayment of the Foundation’s assets within a period of three years is ensured. Fulfilment of the Foundation’s purpose must not be substantially adversely affected by the repayment. The pertaining resolution by the board of directors shall be reported to the competent Foundation Supervisory Authority. After the retirement of Wim Wenders and Donata Wenders from the Foundation’s board of directors, this exceptional use of assets shall require the Foundation Supervisory Authority’s prior consent.

(3) The Foundation’s assets may be restructured. Restructuring gains may be used in full or in part for fulfilling the Foundation’s purpose. The film rights may not be sold or used as collateral against a loan. Lending against the film rights shall be permitted only insofar as this may be necessary for funding the acquisitions pursuant to Section 2 Paragraph 1 a)aa) of these statutes.

(4) The Foundation shall fulfil its purpose in a timely manner using the revenues deriving from the Foundation’s assets as well as from donations by third parties, if such are not intended to increase the assets specified in Paragraph 1 (endowment contributions). The Foundation shall be entitled to accept endowment contributions. Legacy donations which were not expressly designated by the testatrix/testator for the fulfilment of the Foundation’s purpose in a timely manner, may be added to the assets.

(5) The Foundation may maintain the founders’ graves in an appropriate manner and honour their memory.

(6) Reserves may be formed as far as permitted by tax regulations for tax-privileged foundations. The board of directors may allocate free reserves to the Foundation’s assets.

(7) There shall be no legal entitlement to Foundation services or benefits.

Section 4

Business year, Duration of the Foundation

(1) The Foundation’s business year shall be the calendar year. The first business year shall be an abbreviated business year and starts with the recognition by the Foundation Supervisory Authority.

(2) The Foundation’s term shall be unlimited and in perpetuity.

Section 5

Bodies of the Foundation

(1) The bodies of the Foundation are

a) the board of directors,

b) the executive management,

c) the board of trustees.

(2) With the exception of the founders Wim Wenders and Donata Wenders, members of the bodies mentioned under a) and c) shall not belong to the Foundation’s other bodies. Managing director(s) shall be neither a member of the board of directors nor of the board of trustees.

(3) Members of the Foundation’s bodies shall only be liable for wilful intent and gross negligence.

Section 6

The Board of Directors

(1) The Foundation’s board of directors shall have a maximum of four members who shall elect a chairperson from their midst, unless Sentence 3 applies. The Foundation’s first board of directors shall be Wim Wenders and Donata Wenders. The board of directors shall be chaired by Wim Wenders and, after his retirement by Donata Wenders for life. They shall have the right to appoint a fourth member into the board of directors. The Stiftung Museum Kunstpalast shall have the right to second one member to the board of directors.

(2) In the event of Wim or Donata Wenders’ retirement, Hella Wenders shall serve as a member of the Foundation’s board of directors. If Hella Wenders should not be available for a position in the Foundation’s board of directors, Wim and Donata Wenders may appoint new members to the board of directors in line with the number of members defined in Sentence 1 Paragraph 1. After Wim and Donata Wenders have retired from the board of directors, Hella Wenders, if she is a board member, may appoint new members to the board of directors in line with the number of members defined in Sentence 1 Paragraph 1. Where possible, one member of the board of directors should always be a direct family member. Furthermore, the board of trustees shall appoint the members of the board of directors in line with the number of members defined in Sentence 1 Paragraph 1.

(3) The term of office of elected members of the Foundation’s board of directors shall be five years. Re-election of members, even several times, is possible.

(4) The board of trustees may, by a three-quarter majority vote of its members, remove elected members from the Foundation’s board of directors.

Section 7

Rights and Duties of the Board of directors

(1) The Foundation’s board of directors shall represent the Foundation in and out of court. It shall act as the Foundation’s legal representative. The members of the Foundation’s board of directors, Wim Wenders and Donata Wenders, shall each have sole power of representation. If there is only one member on the board of directors, this person shall be authorized to represent the foundation alone. In all other cases, the Foundation’s board of directors shall act by joint representation by two of its members.

(2) The Foundation’s board of directors shall be obliged, within the scope of German Foundation Law and the present statutes, to fulfil the founders’ original will as effectively as possible. The board of director’s duties shall be specifically:

a) stewardship for the Foundation’s assets, including proper financial accounting, setting up a budget plan, preparation of annual financial statements, insofar as this is not the duty of the management board;

b) adoption of resolutions on the appropriation of the Foundation’s revenues,

c) appointment and dismissal of the managing director and fixing of his/her remuneration,

d) supervision of the managing director,

e) any other duties and obligations assigned to it by the Foundation’s statutes elsewhere.

(3) All resolutions adopted by the Foundation’s board of directors shall first be discussed with the board of trustees. Subsequently, the board of directors shall decide on any matters via simple majority of the votes cast, unless the Foundation’s statutes or the law require otherwise. If there is parity of votes, the Chairperson’s vote shall be decisive. If Wim Wenders and/or Donata Wenders are members of the Foundation’s board of directors, no resolutions may be taken against the vote of either of them. The board of directors shall be quorate, if at least half of its members are present and participate in the vote. Written records on the resolutions of the board of directors shall be prepared.

(4) The Foundation’s board of directors may adopt rules of procedure for itself.

(5) Members of the Foundation’s board of directors shall serve on a voluntary basis and without remuneration. They shall not receive any pecuniary benefits. Any reasonable costs and expenses incurred by members may be reimbursed upon resolution of the Foundation’s board of directors.

Section 8

Executive Management

(1) The executive management consists of a managing director who shall be appointed by the Foundation’s board of directors.

(2) The executive management shall conduct the day-to-day administration of the Foundation. The Foundation’s board of directors may set down guidelines for the executive management in the rules of procedure, which the executive management then has to follow.

(3) The executive management shall report to the Foundation’s board of directors and be bound by its instructions.

The executive management shall have the legal position of a special representative pursuant to Sections 86, 30 German Civil Code.

Section 9

Number, Appointment, Term and Dismissal of Members of the Board of Trustees

(1) The board of trustees shall consist of at least three and no more than nine individuals. Members of the board of trustees shall be appointed for life. The original initiators Wim and Donata Wenders are natural members of the board of trustees, should they so wish. The State of North Rhine-Westphalia and the City of Duesseldorf shall have the right to second one two members to the board of trustees who must resign on reaching the statutory retirement age. The State of North Rhine-Westphalia (NRW) and the City of Duesseldorf shall be free to decide that a member seconded by either of them should resign from the board of trustees, when such member leaves his/her position with the State of NRW or the City of Duesseldorf respectively, with the position being a pre-condition for the secondment. The remaining members of the board of trustees may adopt resolutions – even on several occasions – to the effect that a member seconded by the State of NRW or the City of Duesseldorf may remain in the board of trustees for a definite period of time after having reached the statutory retirement age. The first members of the board of trustees were appointed by Wim Wenders and Donata Wenders.

(2) The board of trustees shall elect a chairperson and his/her deputy from among its members, and at the same time define the term of chairmanship.

(3) Members of the board of trustees may only be dismissed for good cause. The dismissal shall be decided by the board of trustees with a majority vote of its members. The member in question shall have no vote in the matter.

(4) If a member of the board of trustees is dismissed, the remaining members of the board of trustees may elect his/her successor, observing the maximum number of members defined in Sentence 1 Paragraph 1. Until the vacancies are filled, the number of the members of the board of trustees will be reduced by the number of resigned individuals.

(5) Members of the board of trustees shall serve on a voluntary basis and without remuneration. They shall not receive any pecuniary benefits. Reasonable costs and expenses incurred by members in the course activities performed for the Foundation may be reimbursed as per resolution of the board of trustees.

(6) The board of trustees may, by a simple majority vote of its members, adopt rules of procedure for itself.

Section 10

Duties of the Board of trustees

(1) As long as Wim Wenders and/or Donata Wenders are members of the Foundation’s board of directors, the board of trustees shall act in an advisory capacity to the board of directors and ensure the best possible representation of the Foundation in public.

(2) After both Wim Wenders and Donata Wenders have left the Foundation’s board of directors, the board of trustees shall, in addition to the duties pursuant to Paragraph 1, have the duty to supervise the board of directors as an independent controlling body and in particular to ensure that the board of directors ensures fulfilment of the Foundation’s purpose and the founders’ will on a sustainable and continuing basis.

(3) In the event of Paragraph 2, the board of trustees shall further be responsible for

a) the approval of the annual budget,

b) issuing guidelines promoting the fulfilment of the Foundation’s purpose,

c) the budgetary control of funds and business operations,

d) the approval of the financial statements,

e) the election of the auditors,

Any other rights of the board of trustees pursuant to the provisions of these statutes shall remain unaffected.

Section 11

Convention of the Board of trustees, Quorum and Adoption of resolutions

(1) The board of trustees shall meet at least annually by written invitation from the Chairperson – should the latter be prevented from acting – from his/her Deputy; the invitation shall include the agenda and shall be issued no later than two weeks in advance. A meeting of the board of trustees shall also be convened, if one of its members or the board of directors has so requested; this member must specify the matter of deliberation.

(2) The board of trustees shall be quorate, if at least half of its members are present or represented by proxy. If this is not the case, a new meeting shall be convened immediately pursuant to Paragraph 1, the second meeting shall be able to adopt valid resolutions irrespective of the number of members present. This fact shall be pointed out to members in the invitation.

(3) Each member of the board of trustees may arrange to be represented at the meeting by another member. Such proxy requires the written form.

(4) Resolutions of the board of trustees may be taken without adhering to Paragraph 1, also in writing, via telex or fax. Failure to respond to an invitation to vote in writing, or via telex or fax within the prescribed period which must not be less than two weeks shall be considered a rejection. Resolutions may also be adopted by oral or telephonic voting, if they are recorded and signed by all participants in the voting later.

(5) Furthermore, all resolutions of the board of trustees shall be recorded in the board minutes, unless they need to be authenticated by a notary public. The minutes shall be signed by the Chairperson, alternatively by his/her Deputy. The members of the board of trustees shall receive copies.

(6) A simple majority of the votes cast shall be sufficient for the board of trustees to adopt resolutions, unless the Foundation’s statutes or the law prescribe otherwise. If there is parity of votes, the Chairperson’s vote shall be decisive. If Wim Wenders and/ or Donata Wenders are members of the board of trustees, no resolutions may be taken against the vote of either of them.

Section 12

Amendments to Statutes, Changes of purpose, Dissolution

(1) Any amendments to the statutes, including changes of purpose, dissolution of the Foundation or its merging or combination with another Foundation which must also be eligible for tax relief shall be permitted in line with current legal provisions. The new or altered purpose of the Foundation and/or the new or modified Foundation created by the merger must also be eligible for tax relief.

(2) As long as Wim Wenders and Donata Wenders, or at least either of them, are/is still members/a member of the Foundation’s board of directors, the matters of resolution mentioned in Paragraph 1 shall be decided by the board of directors. The votes of Wim Wenders and Donata Wenders shall each count double. If there is parity of votes, the resolution in question shall not be adopted. The board of trustees must be heard in advance. Amendments that do not substantially alter the Foundation’s purpose or organisational structure shall be notified to the Foundation Supervisory Authority pursuant to Section 5 Paragraph 1 Foundation Act of the State of North Rhine-Westphalia (StiftG NRW). Substantial amendments to the Foundation’s purpose or organisational structure shall require the approval of the Foundation Supervisory Authority pursuant to Section 5 Paragraph 2 StiftG NRW.

(3) In the event that neither Wim Wenders nor Donata Wenders are members of the Foundation’s board of directors, amendments to the Foundation’s statutes shall require unanimous consent of the Foundation’s entire board of directors and board of trustees instead of the requirements laid down in Paragraph 2, Sentences 1, 2 and 4.

(4) Upon dissolution or abolition of the Foundation or cancellation of its tax-privileged purposes, the Foundation’s assets shall devolve to a legal entity under public law or another tax-privileged corporation which shall use the assets towards the promotion of the arts and culture, in particular for purposes which come as close as possible to those defined in Section 2 Paragraph 1 of these statutes. Insofar as the Foundation has received public funding, it shall comply with any regulatory requirements in this respect.

Section 13

Role of the Tax Office

Without prejudice to the duties to secure authorizations stipulated by the Foundation Act, resolutions on the amendment of the Foundation’s statutes or the Foundation’s dissolution must be notified to the competent tax office whose prior approval regarding the continued existence of the Foundation’s non-profit character shall be obtained.

Section 14

Notification to the Foundation Supervisory Authority

(1) The Foundation Supervisory Authority is the Duesseldorf District Government, insofar as the Ministry of the Interior of the State of North Rhine-Westphalia has no direct jurisdiction pursuant to Section 15 Paragraph 3 Foundation Act of the State of North Rhine-Westphalia. The supreme supervisory authority is the Ministry of the Interior of the State of North Rhine-Westphalia. The regulatory requirements regarding amendments and approvals imposed by the Foundation supervisory authorities shall be complied with.

(2) The Foundation Supervisory Authority shall, upon request as mandated by law, be informed about Foundation matters at any time. The documents and records enumerated in Section 7 Foundation Act of the state of North Rhine-Westphalia shall be sent in without request.