NEW BELR
Made by  Belarusian Artists

Non-Profit Statutes

§1 Company name and registered office   

The company's name is: New Belarus Art gemeinnützige UG (haftungsbeschränkt). 

The registered office of the company is Norderstedt.   

§ 2 Object of the company, altruism 

The Society shall exclusively and directly pursue charitable and benevolent purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code (Abgabenordnung). 

The purpose of the Society is the promotion of Belarusian artists in the European Union, the promotion of Belarusian art and culture in the European Union, the promotion, development and strengthening of cultural relations between the European Union and Belarus, the promotion of international attitudes, tolerance in all fields of art and culture, the promotion of assistance for Belarusians who are persecuted or subjected to reprisals, the promotion of civic engagement for the benefit of the aforementioned purposes.  

The purposes of the statutes are realised through 

  • The foundation and promotion of one or more non-profit art galleries. 
  • Exhibiting and selling the artworks of Belarusian artists. 
  • The permanent presentation of works by Belarusian artists in changing exhibitions in the galleries. 
  • Taking care of a collection of artistic works by Belarusian artists 
  • Organisation, conception and realisation of art exhibitions 
  • Organisation, conception and realisation of cultural events 
  • Inviting, catering for and looking after Belarusian artists during vernissages, art exhibitions and cultural events 
  • Organising cultural dialogue and exchange between Belarusian artists and the public in the European Union. 
  • The raising of funds for the promotion of these purposes by another tax-privileged corporation or a corporation under public law 

To co-operate with other initiatives, associations, foundations etc. at home and abroad which are also active in the field of the Society's purposes, provided they are tax-privileged corporations or corporations under public law. 

The company may carry out all transactions and actions which are directly or indirectly suitable to serve the purpose of the company. To this end, it may operate other special-purpose and commercial enterprises within the scope of the section "tax-privileged purposes" of the German Fiscal Code (Abgabenordnung).   

The Association may pursue its charitable purposes in Germany and abroad and may establish branches in Germany. In order to realise its statutory purposes, it shall work in cooperation with partners which are themselves non-profit corporations or corporations under public law and may support other non-profit and charitable organisations which pursue similar purposes.   

Within the scope of its purpose, the company is entitled to undertake all transactions which are directly suitable to promote the object of the company. In order to fulfil its statutory purpose, it may also establish tax-privileged subsidiaries or participate in other tax-privileged corporations or become a member of associations. Reserves may be formed in whole or in part from the profits, insofar as this is necessary in order to be able to fulfil the purposes set out in the Articles of Association on a sustainable basis. 

The funds of the Association may only be used for the purposes set out in the Statutes. The shareholders may not receive any shares in the profits and, in their capacity as shareholders, may not receive any other benefits from the funds of the association. The partners shall work in an honorary capacity. They shall only receive reimbursement of their expenses incurred on behalf of the company as well as reasonable lump-sum allowances for meetings. If the activity of a shareholder is based on a written employment contract, the company may pay an appropriate remuneration for this activity. 

§ 3 Tax exemption, non-profit status 

The Association shall exclusively and directly pursue charitable purposes as defined in the section "Tax-privileged purposes" of the German Fiscal Code (Abgabenordnung).  The purpose of the Articles of Association is defined in §2 (2) and is realised in particular through the activities listed in §2 (3).   

The Association shall act selflessly; it shall not primarily pursue its own economic purposes.    

The funds of the Association may only be used for the purposes set out in the Statutes.   The shareholders may not receive any shares in the profits and, in their capacity as shareholders, no other benefits from the funds of the Association. 

The Society may not favour any person by expenses which are alien to the purposes of the Society or by disproportionately high remuneration.   

In the event of their withdrawal or the dissolution of the Association, the shareholders shall not receive back more than their paid-up capital shares.   

The Society shall not favour any person by expenses which are alien to the purposes of the Society or by disproportionately high remuneration.   

In the event of their withdrawal or the dissolution of the Association, the shareholders shall not receive back more than their paid-up capital shares.   

The Association may, to the extent permitted by tax law, allocate all or part of its funds to a reserve, provided this is necessary to fulfil its tax-privileged statutory purposes on a sustainable basis.   

§ 4 Commitment of assets  


In the event of the dissolution of the society or the discontinuation of tax-privileged purposes, the assets of the society, insofar as they exceed the paid-up capital shares of the partners and the fair market value of the contributions in kind made by the partners, shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting Belarusian artists in the European Union, promotion of Belarusian art and culture in the European Union, promotion, development and strengthening of cultural relations between the European Union and Belarus, promotion of international attitudes, tolerance in all fields of art and culture, promotion of help for Belarusians who are persecuted or exposed to reprisals, promotion of civic engagement for the benefit of the above-mentioned purposes. 

§ 5 Share capital 

The share capital amounts to 1020 € (in words: one thousand twenty euros).   

It is divided into the following shares in the share capital:  
No. 1 Mr Dimitrij Shulkin € 340.00  
No. 2 Mrs. Alena Hramyka € 340.00   
No. 3 Mrs. Helen Shulkin 340,00 €   

The contributions shall be paid up immediately in cash.  

§ 6 Duration of the company and financial year 

The duration of the company is indefinite.   

§ 7 Management and representation   

The association shall have one or more managing directors. 

Each Managing Director shall represent the Association alone. 

The General Meeting may exempt one or more General Managers from the restrictions of §181 of the German Civil Code (BGB) by resolution in general or in individual cases.    

The business of the Association shall be conducted by the Managing Directors in accordance with the law, these Articles of Association, the Rules of Procedure (if such Rules are adopted) and the instructions given by the General Meeting in general or in individual cases.   

The foregoing provisions shall apply mutatis mutandis to the liquidators of the Company.   

§ 8 General Meeting of the Members   

Resolutions of the Members shall be passed at the General Meeting of Members. The ordinary General Meeting shall be convened at least once a year. The General Meeting of Shareholders, which decides on the determination of the annual surplus and on the discharge of the Executive Board, shall be held within the statutory time limits. Otherwise, the general meeting shall be convened when it appears necessary in the interest of the company and in the cases provided for by law. If the management refuses a reasoned request to convene a meeting of the members, any member may convene an extraordinary meeting of the members. 

The General Meeting shall be convened by the General Manager. The notice period shall be at least two weeks. The day of dispatch and the day of the meeting shall not be counted. The agenda and the items to be decided shall be announced with the invitation. If the meeting of the members has not been duly convened, resolutions may only be passed if all members participate in the passing of the resolution.  

If all the members participate and no one objects to the passing of a resolution, members' resolutions may also be passed without complying with the provisions on the convening of a members' meeting or outside a members' meeting, in particular by circulation in writing, by fax or e-mail, by telephone or by other electronic means of communication. The combined passing of resolutions is permissible. 

§ 9 Advisory Board 

The Society may establish a voluntary Advisory Board. The members of the Advisory Board shall be elected by a simple majority of the votes cast and may be dismissed at any time without notice. 

The advisory board shall advise the management and meet at regular intervals. Members of the Advisory Board shall be personalities who, on the basis of their professional or personal experience and background, have the necessary qualifications to promote the purposes of the Association through advice and to represent it externally. The members of the Advisory Board may receive an appropriate remuneration which takes into account the charitable purposes of the Society. 

The shareholders may, by a simple majority of the votes cast, adopt rules of procedure for the Advisory Council which shall regulate further details. 

§  10 Financial Year, Annual Accounts, Publication 

The business year shall be the calendar year. 

The annual accounts (balance sheet and profit and loss account) shall be prepared by the management within the first three months of the financial year for the preceding year. The prepared annual accounts shall be submitted to the shareholders without delay. 

Announcements of the company shall be made only in the electronic Federal Gazette. 

§  11 Disposition of Shares   

The disposal of shares in the company is only permissible with the consent of the General Meeting. The approval requires a majority of two thirds of the votes of all partners. The remaining partners have a right of first refusal in proportion to their capital contributions. If a shareholder does not exercise this right within a period of four weeks, the right of first refusal shall pass proportionally to the remaining shareholders and thereafter to the company, which shall have a period of two weeks to exercise it. 

§ 12 Resignation of shareholders 

A shareholder may resign from the partnership. Resignation may be effected at any time. The withdrawal of a partner does not dissolve the association but continues it among the remaining partners. The withdrawing shareholder shall offer his share to the other shareholders on a pro rata basis. He/she shall only receive his/her capital contribution back. 

§ 13 Exclusion of members 

A shareholder is obliged to withdraw from the company without his or her consent, 

if and as soon as insolvency proceedings are opened against his/her assets or the opening is refused for lack of assets, 

if the general meeting decides to do so because execution has been levied on his/her share and has not been lifted within six months, or 

if an important reason has arisen in his/her person which makes the continuation of the partnership with him/her unacceptable to the other partners. 

§  14 Resignation and death of members, severance pay 

Shareholders shall not receive back more than the value of their paid-up capital shares on their withdrawal or on the dissolution of the Association or on the cessation of tax-privileged purposes. Heirs or legatees of members shall not receive more than the value of the paid-up capital shares of the deceased members and shall be obliged to withdraw from the association. 

§ 15 Formation expenses  

The formation expenses shall be borne by the company up to the amount of 300 Euros. Costs exceeding this amount shall be borne by the shareholders in proportion to the nominal amounts of their shares. 

§  16 Announcements 

Announcements of the company shall be made only in the Bundesanzeiger (Federal Gazette) or in any organ which may replace it. 

§ 17 Severability clause   

The invalidity of individual provisions of the agreement shall not affect the validity of the remaining provisions of the articles of association, unless this is imperatively opposed in good faith. In such a case, the invalid provision shall be reinterpreted or supplemented by a resolution of the general meeting of shareholders in such a way that the economic or legal purpose intended by the invalid provision is achieved. The same shall apply if, in the course of the execution of the articles of association, a loophole becomes apparent which needs to be filled.

Non-Profit Statues
SatzungNewBelarusArt.pdf (375.35KB)
Non-Profit Statues
SatzungNewBelarusArt.pdf (375.35KB)


 
 
 
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