Preamble

Hans Beutler and Peter Beutler as well as Ursula Grill, partners of Messrs. Maurer Söhne GmbH & Co KG domiciled in Munich have established a public foundation under private law based in Munich, aimed at the purpose of fulfilling non-profit requirements. This foundation is particularly meant to support and promote research projects in the field of structural engineering.

§1
Name, legal form and registered office

  1. The foundation is registered in the name of Stiftung Maurer Söhne.
  2. It is a non-profit foundation under private law.
  3. The foundation is domiciled in Munich.

§2
Purpose of foundation

  1. Intended purpose of foundation is the promotion of science and research, in particular research in the field of dynamics within structural engineering.
  2. Above all intention of the foundation shall be realised by:
    • Support of research orders at university chairs, recognised or other public research facilities.
    • Promotion of research prices for diploma thesis or other science-based work and publications.

§3
Non-profit character

  1. The foundation is solely and directly oriented in non-profit purposes.
  2. The foundation acts selfless and does not primarily pursue its own financial interests.
  3. All means must be used for the statutory purpose only.
  4. No legal or natural person shall take advantage by expenses contrary to the foundation's objectives or by any irregularly high renumerations, allowances or benefits.

§4
Foundation assets

  1. Foundation assets consist of liquid funds in the amount of EUR 600,000.00.
  2. In the interest of the long-lasting invested asset of the foundation the foundation assets shall be kept undiminished in its value and be increased adequately within the bounds of legal regulations. Redeployment of assets shall be determined by the executive board with consent of the advisory board.
  3. Foundation assets can be increased upon approval by founders or third parties. Allocations without purpose due to instruction by death can be inserted into the foundation assets.
  4. The previously accrued legal and consultancy expenses in the amount of up to EUR 5,000.00 shall be settled at the expense of foundation revenues.

§5
Financial statement usage

  1. The revenue from the foundation assets as well as allocations other than increase of the foundation capital as well as allocations other than increases of the foundation capital, shall be used in fulfilment of foundation purpose. The administrative charges of foundations shall first of all be covered by the earnings. Reserves can be built to the tax permissible extent. § 4 clause 3 phrase 2 will remain unaffected.
  2. Due to these statutes the beneficiaries to the foundation are not entitled to benefits from the foundation.

§6
Organs of the foundation

  1. Organs of the foundation are the executive board and the advisory board.
  2. Activity of the foundation organs is voluntary. However, accruing expenses shall be compensated.

§7
Executive board

  1. The foundation is administered by an executive board consisting of at least two and a maximum of three persons. The executive board is appointed by the advisory board for the duration of three years. In case of premature retirement of a member of the executive board the new member shall be appointed for the remaining term only. Reappointment shall be admissible. The member retiring shall hold office until the successive member is appointed. The first members of the executive board shall be nominated by the founders. You cannot become member of the executive board if you are member of the advisory board.
  2. Among them the executive board elects a chairman and a deputy chairman to the board. The latter generally acts for the chairman in case of prevention.

Responsibilites of the executive board

  1. The executive board represents the foundation judicially and extrajudicially in the position of a legal representative. The individual members of the executive board shall be authorized to represent the foundation.
  2. Day-to-day administration and management of the foundation are taken care of by the executive board. The board is also entitled to make urgent decisions and manage business that must not be delayed. Results shall be communicated to the advisory board immediately or on the occasion of the next session.
  3. The executive board shall act in accordance with the rules and regulations settled by the advisory board. One member of the executive board is responsible for the commercial management.
  4. The executive board takes care for the preparation of all resolutions to be submitted by him to the advisory board.
  5. The executive board is bount to the resolutions of the advisory board.

§9
Advisory board of foundation

  1. The advisory board of foundation consists of at least two and a maximum of four members.
  2. Duration of membership in the advisory board of foundation is three years.
    Members of the first advisory board are named by the founders. The members of the advisory board elect their successors with a majority of 2/3 of the existing votes; repeated election possible. In case of premature retirement of a member of the advisory board the new member shall be appointed for the remaining term only. The member retiring shall hold office until the successive member is appointed. You cannot become member of the advisory board if you are member of the executive board.
  3. Among them the advisory board elects a chairman and a deputy chairman to the board. The latter generally acts for the chairman in case of prevention.

§10
Sessions of the advisory board of foundation

  1. The chairman of the advisory boards will schedule meetings of the advisory board in writing under specification of the individual consultations and decisions. At least one meeting per business year takes place. Upon application of at lest two members of the advisory board the advisory board of foundation must be called for an additional meeting. There shall be a time span of at least three weeks between calling of a meeting and meeting date, provided no extraordinary circumstances necessitate a shorter time limit.
  2. Presence of quorum of the advisory boards is achieved whenever a proper invitation was made and at least two members are available.
  3. The advisory board makes its decisions with simple majority of the votes given, provided there is no question for § 13. In case of equality of votes the chairman's vote will count double. The double voting right in case of equality of votes does not apply to the deputy chairman.
  4. Provided no member disagrees, the decisions shall then be recorded in the written circulation procedure. This does not apply to decisions according to § 13 of these statutes.
  5. The executive board can take part in the meeting of the advisory board of foundation. By request of the advisory board this will then beome an obligation.
  6. A memorandum in writing shall be made with the results of the sessions and its resolutions which needs to be signed by the chairman of the advisory board or whenever he is absent by a member of the advisory board. It shall be made known to all members of the foundation organs.

§11
Duties and responsibilities of the advisory board

The advisory board decides in all basic matters, gives advice, supports and supervises the executive board with his activities. In particular the advisory board decides about:

  1. use of income from the foundation assets and possible benefits meant for consumption;
  2. the annual financial statement and capital accounting of the foundation;
  3. formal approval of the services of the management;
  4. release of terms and conditions;
  5. the financial estimate;
  6. choice of certified accountants. The certified accountant must be a certified public accountant or an auditing company;
  7. the changes of foundation statutes (articles).

§12
Business year, annual financial statement

  1. The foundation's business year is the calendar year. The first business year is considered a short fiscal year, starting with the acceptance of the foundation.
  2. The management is obligated to a proper bookkeeping. Within a six months period next to end of a business year an annual statement must be made on the subject of receipts and expenditures of the foundation, a statement of assets and liabilities as well as a report on compliance with the purpose of the foundation.
  3. The management must give rise to the foundation being examined by a certified public accountant or auditing company. Examination must also extend to maintain the foundation assets and to statutorily use its returns and any additional benefits meant for consumption.

§13
Amendments of the statutes, conversions and cancellation of foundation

  1. Amendments to the statutes are acceptable, whenever they appear necessary for adaptation to modified conditions. They must not interfere with the foundation's tax shelter or even suspend it. Whenever there are effects to the tax shelter of the foundation, they will have to be presented to the responsible financial authorities for response.
  2. Alterations of foundation purpose are only admissible when its fulfillment becomes impossible or else conditions change that way that fulfillment of foundation purpose does not make sense any more. Conversion and cancellation of foundation comply with the statutory prescriptions.
  3. Regulations according to para. 1 and para. 2 are subject to the approval of all members of the advisory board as well as of the executive board.

§14
Cancellation, accumulation of funds

In case of cancellation or break-up of foundation or discontinuation of tax-privileged purposes the remaining assets shall be transmitted to the Technical University of Munich, Faculty for Structural Engineering in the field of civil engineering, who will directly and exclusively make use of it for non-profit purposes. In case the Technical University Munich is changed into another legal form, the funds shall then - after approval of the responsible tax authorities - pass over to the successor who likewise will not make use of it but directly and exclusively for non-profit purposes.

§15
Foundation supervision

  1. The foundation is subject to supervision by the government of Upper Bavaria.
  2. Changes in address, procuration rights and composition of organs shall immediately be communicated to the foundation supervisory authority.

§16
Coming into force

Statutes shall come into effect with acception of the foundation by the government of Upper Bavaria.

 

Munich, in January 2007