Statutes

Preamble to the statutes

1.      Note on statutes and guidelines

The neue Gesellschaft für bildende Kunst e.V. (nGbK) is an art society organized on the basis of grassroots democracy that receives state funding from the City of Berlin. The nGbK statutes and the guidelines for state funding provide the framework for the society’s activities, applying to its office staff and to all members. Work groups conduct their projects autonomously within this framework.

2.      Guiding principles

The nGbK is engaged in a process of becoming an institution with low levels of discrimination and high levels of accessibility whose activities are ecologically and socially sustainable. The shared guiding principles set out here are intended to reveal and dismantle forms of discrimination on a step by step basis, with the ultimate goal of promoting a (workplace) culture that values diversity. The nGbK works constantly to raise awareness of this goal and to see that it becomes firmly anchored in the planning, production, presentation, and communication of all formats and programs (including social media) and in the life and work of the art society as a whole.

The nGbK stands for an open, welcoming culture and for the diversity of its members, staff, and visitors and of others involved in its activities. The society’s collective values are diversity, tolerance, and mutual respect.

In accordance with Berlin’s Anti-Discrimination Act (LADG) and Germany’s General Act on Equal Treatment (AGG), the nGbK is committed to proceeding actively and preventively against all forms of discrimination. This applies in particular to discrimination on grounds of gender, ethnic origin, racist or anti-Semitic attributions, religion or worldview, disability, chronic illness, age, language, sexual and gender identity, and social status, as well as discrimination on grounds of nationality, physical traits, sexual orientations, marital status, pregnancy, or caregiver status. The nGbK promotes a working environment in which the value and dignity of every single person is recognized.

Another goal of the society is to work continually on removing barriers and achieving sustainability and climate neutrality. The nGbK seeks to raise levels of linguistic and architectural accessibility, as well as lowering thresholds for participation in its programs and events. The nGbK takes the impact of its activities on the environment into account and develops sustainable green solutions to all aspects of its own cultural production, especially in the fields of mobility, transport, materials sourcing, and energy efficiency. The nGbK recognizes the importance of climate neutrality while also being aware of the challenges of achieving it, aiming for a production model that is sustainable on human, non-human, social, economic, and ecological levels.

The nGbK defines guiding principles for working together on the basis of openness, respect, and appreciation. The society sees its task as creating a work practice based on trust and partnership that includes equality and transparence. To facilitate conflict resolution, this practice will be flanked by a critical reflection on power relations in consultation with all involved. The nGbK advocates a culture of direct discussion and communication guided by the above-named principles.

Violations of these standards and inappropriate behavior can be reported confidentially and anonymously. The nGbK reserves the right to discipline members for discriminatory speech and/or actions in the course of their work within the framework of the society, and where necessary to expel them in accordance with the procedure described in §5 of the statutes.

Valid as of October 4, 2023.

§ 1  Name and headquarters

The Association has the name NEUE GESELLSCHAFT FÜR BILDENDE KUNST. It is entered in the Register of Associations and has its headquarters in Berlin.

§ 2  Purpose

A.      The Association pursues charitable purposes solely and directly in the sense of the paragraph “tax-privileged purposes” in the German Fiscal Code. The purpose of the Association is to promote the visual arts and the understanding of art on a broad basis and at a low-threshold. The association acts selflessly; it does not primarily pursue its own economic purposes.     

Its purpose is not directed at business operations. The purpose is to be achieved through the formation of work groups from among the membership. The tasks of the work groups are preferably the following:

1.      Arranging and promoting art exhibitions, insofar as these have an informative, explanatory or exemplary character

2.      Basic research into current questions involving the visual arts and their corresponding fields as well as possibly issuing research remits

3.      Creating a cultural centre

4.      Raising the receptivity and increasing the aesthetic consciousness of broad sections of the public through cultural work, publications on art theory, documentation etc.

5.      Arranging and promoting public discussions, seminars, presentations, colloquia, guided tours, art trips etc.

6.      Issuing annual editions

7.      Promoting young art

B.            The Association solely pursues its statutory purposes in accordance with § 2 A. The means of the Association may only be used for the statutory purposes; the members of the Association do not receive any appropriations from the profits or any other bonuses from the means of the Association in their characters as members of the Association. The Association may not favour anybody or any institution, whether these be affiliated to the Association or not, through administrative duties that are alien to the purpose of the Association or through disproportionate remuneration.

§ 3  Financial year

The financial year is the calendar year.

§ 4  Membership

Members of the Association can be natural persons or legal entities. All members of the Association have equal rights. Declarations of membership should be submitted to the Association in writing using the membership form. The chair of the board decides upon the application for admission. If admission is rejected, an appeal can be made to the Coordination Committee in writing within a deadline of one month. This committee definitively decides upon admission by a simple majority.

A membership fee is charged. A member’s voting right is put in abeyance if the membership fee is in arrears. The amount of the membership fee results from the Contribution Ordinance, which is resolved by the General Assembly with the majority required for changing the statutes.

Every member has the right to participate in General Assemblies and they receive the publications of the nGbK Publishing House at a reduced price.

§ 5  Expiry of membership

Membership expires upon death, departure or exclusion. Departure can be declared up to 31^st December of a year. The declaration of departure should be sent to the Association’s executive board. A member can only be excluded if there is an important reason to do so. The Coordination Committee decides upon the exclusion after receiving a written application from at least 40 members or from 3 work groups. An appeal can be lodged against the Coordination Committee’s decision to exclude a member within a deadline of one month following delivery of the decision. The appeal should be lodged to the Coordination Committee in writing, which shall present its appraisal of the decision to the General Assembly at the next session.

§ 6  Organs

The organs of the Association are as follows:

- The General Assembly

- Work groups

- The Coordination Committee

- The Steering Committee (executive board)

All sessions and the minutes of all organs are open to all members.

§ 7  General Assembly

The General Assembly meets at least twice per annum. Furthermore, the Coordination Committee can convene a General Assembly at any time, if it believes that this is required. Upon resolution of the Coordination Committee, the General Assembly can be held digitally.

Upon written request from at least three work groups or at least 40 members, the Coordination Committee must convene a General Assembly at a date within one month from receipt of the request.

The Coordination Committee must invite all members to a General Assembly in writing, thereby detailing the agenda, in observance of one week’s notice. The agenda can be changed or supplemented by a majority vote of the members present at the General Assembly. The General Assembly is open to the public.

The General Assembly is responsible for the following:

1.    Passing resolutions upon changes to the statutes

2.    Election of the Steering Committee in accordance with § 10 of the statutes

3.    The deployment of work groups and passing resolutions upon projects of work groups

4.    Passing resolutions upon applications of members

5.    Receiving the annual accounting reports of the Association’s organs and their discharge

6.    Election of the 3 additional members of the Coordination Committee in accordance with § 9 of the statutes

7.    Election of the auditor

8.    Pronouncing upon all the affairs concerning the Association, especially the working fields of the work groups.

The General Assembly is quorate without regard to the number of members present, insofar as it has been properly convened. Each member present nevertheless has the right to apply during the meeting that further resolutions in this meeting can only be passed if at least 50 members are present. If such an application is made, a quorum is only formed if at least 50 members are present upon submission of the application. If resolutions cannot be passed due to the lack of a quorum, the Coordination Committee can convene a new General Assembly within four weeks with the agenda unable to be completed due to the lack of a quorum. This General Assembly is then quorate under all circumstances. Explicit reference shall be made to this in the invitation. Only the items on the agenda unable to be completed are then dealt with at this General Assembly. The next General Assembly with new items on the agenda can subsequently be held. It is quorate pursuant to § 4 Clause 2. Resolutions concerning changes to the statutes require a 2/3 majority of the members present at the General Assembly. Furthermore, an intended change to the statutes must be communicated to all members in writing two weeks before the General Assembly.

Resolutions concerning the projects of work groups, for which an amount of more than 1/4 of the sum available for issue to all the projects of work groups applied for, although in any case for a sum of € 75,000 to be expended, require a majority of 2/3 of the votes cast.

In the case of elections, the candidate who receives the absolute majority of the votes cast is elected. If none of the candidates achieves the required majority in the first round of elections, a second round of elections must be held. In the second round of elections, the candidate who collects the most votes is elected. The members of the Executive Board and of the Coordination Committee elected by the General Assembly can be discharged at any time by application from 3 work groups or from at least 40 members of the Association. The decision concerning the discharge requires a 2/3 majority of the members present at the General Assembly. Each member has one vote. The right to vote cannot be transferred. The General Assembly is headed by a member of the Steering Committee or by a head of meeting to be elected by the General Assembly. Minutes of the course of the General Assembly shall be recorded and signed by the head of the meeting and the keeper of the minutes.

§ 8  Work groups

The members of the Association can form work groups. Each group must consist of at least five members. The General Assembly resolves upon the deployment of a work group as an organ of the Association upon the application of at least 5 members of the Association. The application must be submitted to the Coordination Committee in writing, together with project planning, and signed by all members who wish to participate in the work group. The precise procedure for submitting projects is regulated by the registration conditions, which are decided by the Coordination Committee. The work groups are open to all members until the General Assembly has definitively decided upon the project presented by the group. Each member can belong to 3 work groups at the most. Each project group elects a chair and a deputy chair from its midst. The chair of a work group – or the deputy if he or she is hindered – represents the  group in the Coordination Committee. It is prohibited to elect as the chair or deputy chair of several work groups. The exclusion of a member of a work group must be documented in writing. An appeal can be made to the Coordination Committee against the exclusion in writing within a deadline of one month. The Coordination Committee decides upon the further procedure.

Work groups dissolve when the project approved by the General Assembly has been concluded. Work groups working over the long-term must be confirmed annually by the General Assembly.

Apart from by the General Assembly, a work group can only be dissolved by a resolution from a 2/3 majority of the work group. If the General Assembly has approved the project of a work group, further members may not be taken up in this work group unless agreed by the majority of the previous members of the group.

If the number of members in a work group is reduced below the minimum number of 5 members, its rights as an organ of the Association are put into abeyance until the time at which the minimum number of 5 members is achieved again.

A work group deployed by the General Assembly may not start with the execution of a project it is planning until the General Assembly has approved the project. The work group must explain the planning of the project, including the financial requirement, to all members of the Association in writing at least two weeks before the General Assembly, which is to decide upon the execution of the project. Furthermore, the General Assembly must be presented with a written summary from the Coordination Committee concerning the means available to the Association, in consideration of other projects and the remaining obligations of the Association. If necessary, the work group „Exhibition Transfer“ can assume the preparation of exhibitions with the agreement of the Coordination Committee – on the proviso of the agreement of the General Assembly. If a project has been approved by the General Assembly, it is executed by the work group under its full responsibility. The work group hands a written report to the General Assembly, including a statement of accounts, at least once per annum. Significant deviations to the content presented by the group for its project to the General Assembly (changes in content, frame program and the mediation program) must be presented to the Coordination Committee/Supervisory Board in consultation with the management and approved by the former in a timely manner. Upon the request of each individual member, the work groups must provide information about their activities through their chair or through his or her deputy.

§ 9  Coordination Committee

One member of the work groups and one deputy, the members of the Chair of the board and  five to eight further members directly elected by the General Assembly for two years form the Coordination Committee, which has the job of coordinating the activities of the individual work groups. The Coordination Committee is quorate with five members. As long as work groups have not been deployed by the General Assembly, the Coordination Committee consists of the members of the chair of the board and the five to eight directly elected members. The Coordination Committee decides upon all the affairs affecting the Association, unless the decisions are reserved for the General Assembly or the individual work groups. The Coordination Committee elects a chair from its midst, who convenes and leads the meetings of the Coordination Committee. The process in votes taken by the Coordination Committee is regulated by rules of procedure. The chair of the board and the office are bound by resolutions passed by the Coordination Committee. The Coordination Committee shall compile an annual statement concerning its activities and present this to the General Assembly. Furthermore, it shall compile and present the annual statement of accounts.

§ 10  Chair of the board

The General Assembly elects the chair of the board, which consists of three members. The time in office is two years. Members can be re-elected. After the time in office has expired, the chair of the board still manages the Association with all rights and duties until a new chair is elected. Any two members of the chair together represent the Association judicially and extra-judicially (§ 26 BGB). The members of the chair of the board work on an honorary basis. The chair of the board determines a member from its midst, who administers the assets of the Association in accordance with the instructions issued by the Coordination Committee and pursuant to the resolutions passed by the General Assembly.

§ 11  Head Office

A head office shall be set-up to run the day-to-day business, the Association and all organisational and technical tasks. A managing director shall be appointed to head the office. The personnel of the head office shall be appointed by management in consultation with the Steering Committee. The head office is bound by instructions given by the Coordination Committee.

§ 12  Donors

Legal entities, trade companies, other firms, groups of persons and corporations, which donate at least € 2,500 to the Association during a calendar year, as well as natural persons, who donate at least € 500 to the Association during a calendar year, are regarded as donors of the Association. The names of the donors shall be announced in connection with the Coordination Committee’s annual report in the General Assembly and revealed to the public in a suitable way.

§ 13  Auditor

The annual accounts shall be audited by a trust company or by an auditor, which shall be determined by the General Assembly.

§ 14  Dissolution of the Association and concluding provisions

In case the Association is dissolved (which shall be decided by a 2/3 majority of all members of the Association) or if its tax-privileged purpose lapses, the assets of the Association accrue to the State of Berlin, which must use these to promote the visual arts, the understanding of art and, in addition, solely and directly for tax-privileged purposes.

These statutes enter force upon their entry in the Register of Associations.

As at: 20.03.2023