§ 1 Name, legal form and registered office
(1) The Foundation shall be called “Quality Juice Foundation” (Foundation for promoting the quality and safety of fruit juices and fair competition on the European fruit juice market).
(2) The Foundation is a public foundation with legal capacity under civil law.
(3) The registered office of the Foundation is Mainz.
§ 2 Objectives of the Foundation
(1) The objectives of the Foundation consist both in directly promoting the quality and safety of fruit juices and of fair competition for fruit drinks, and to promote in co-operation with the public and private sector public healthcare, fair competition and consumer protection, as well as organising the procurement of the means to promote the stated objectives.
(2) The Foundation pursues its objectives particularly by
- organising, conducting and promoting symposiums and suitable training courses for quality managers in the fruit juice industry, consumers and the trade press;
- promoting public and private projects and measures in terms of the Foundation purpose;
- supporting research projects to improve instruments for quality assurance, together with the development and testing of suitable technologies;
- donating and awarding a prize to persons who have rendered outstanding services to nonfermenting fruit processing.
(3) The Foundation can use so-called sponsoring associations to procure further funds.
§ 3 Non-profit organisation
(1) The Foundation pursues exclusively and directly charitable purposes within the meaning of the section “tax-privileged purposes” of the German Fiscal Law.
(2) It pursues charitable aims. It does not primarily pursue profitability. The funds of the Foundation shall be used only for purposes in accordance with its constitutional objectives.
(3) No person shall benefit from expenditure not used for the Foundation's intended purpose or by receiving unreasonably high recompense.
§ 4 Foundation assets
(1) The Foundation assets consist of its original assets amounting to € 25,000.
(2) The Foundation assets are to be invested profitably according to the principles of correct business management. The revenue may be transferred to the Foundation assets in the context of the fiscal regulations.
(3) The Foundation assets at the amount of € 25,000 are to be sustained undiminished in their substance.
(4) The Foundation assets can be increased by donations.
(5) The Foundation assets do not include revenues, donations and other contributions.
§ 5 Foundation funds
(1) The Foundation fulfils its tasks from the revenues out of the Foundation assets and other contributions not made with the specific intention of increasing the Foundation assets.
(2) Within the scope of the fiscal regulations, the Foundation can transfer its assets completely or partially to reserves where necessary for sustainable fulfilment of the Foundation’s objectives.
(3) No third parties have any legal claim to being granted assets from the Foundation funds on the basis of these Statutes.
(4) The Foundation’s financial means can only be used according to the statutory purposes of the Foundation.
(5) No person can either benefit from the expenses that are different from the Foundation’s purposes or by receiving unreasonably high recompense.
§ 6 Bodies of the Foundation
(1) The bodies of the Foundation are:
1. the Executive Committee
2. the Advisory Board
(2) Membership in the bodies of the Foundation is an honorary activity. However, the Executive Committee may decide to reimburse the expenses incurred by members.
§ 7 Executive Committee
(1) The Foundation Executive Committee is appointed by a majority decision of the Foundation Advisory Board. It consists of at least 3 and at most 5 members with voting rights. The Advisory Board is allowed to appoint own members as well. Otherwise, when candidates show the same suitability, preference should be given to persons who have rendered outstanding services to the non-profit promotion of industrial self-control in the fruit juice industry.
(2) The regular term of office for members of the Executive Committee is three years; re-election is possible.
(3) The Executive Committee elects a President and a Vice-President from among its members. Term of office is three years. Re-election is possible.
(4) The Executive Committee meets at least once per year at the President’s invitation. A meeting shall also be held at the request of at least 2 members of the Executive Committee who are eligible to vote. The written invitation with agenda should be made known to the members of the Executive Committee at least two weeks in advance. Shorter notice is possible in urgent cases. If the President is impeded the members of the Executive Committee are invited by the Vice-President.
(5) A quorum of the Executive Committee is given when at least half of the members of the Executive Committee are involved in the decision-making process.
(6) The Executive Committee takes decisions with the majority of votes of present EC members; in the case of tie votes, the President shall decide.
(7) The Executive Committee can also take its decisions in writing, by telegram or telephone, insofar as no objections are raised against this procedure; decisions reached by telephone require written confirmation within a period of time to be stipulated.
(8) Minutes are to be taken of the Executive Committee Meeting and signed by the President, or if the President is impeded, by the Vice President, and the recorder of the meeting.
(9) If one of the elected members of the Executive Committee retires from the Executive Committee before the term of office has expired, the Executive Committee appoints a replacement member for the remaining term in office.
§ 8 Tasks of the Executive Committee
(1) The Executive Committee carries out the business of the Foundation in the context of the Statutes and the decisions of the Foundation Advisory Board.
(2) The tasks of the Executive Committee include in particular:
- submitting the annual accounts with the statement of assets and liabilities,
- compiling the report on fulfilment of the Foundation purpose and elaborating guidelines for awarding Foundation funds,
- stipulating the Foundation’s activities,
- promoting projects and measures,
- awarding a “Quality Juice Price” for rendering outstanding services to the safety and quality of fruit juice
- safeguarding the contractual rights and obligations of the Foundation.
- Administration of the Foundation’s assets.
(3) The President represents the Foundation in court and out of court. If the President is impeded, the Vice President shall deputise accordingly.
(4) The Executive Committee appoints a General Manager to operate according to its guidelines and instructions, who is answerable to the Executive Committee.
(5) In disputes with third parties, the President shall decide how to interpret the Statutes.
§ 9 Foundation Advisory Board
(1) The Foundation Advisory Board consists of at least three and at a maximum six natural persons. Up to three co-optations are possible. Four Advisory Board members shall be elected initially by SGF International e.V. (referred to hereinafter as SGF) for a term of office of 6 years. Subsequently the Advisory Board members are elected by the Advisory Board for a term of office of three years. Re-election is possible. If one member retires before the end of the six years term of office, e.g. through death or withdrawal, the Advisory Board elects a successor for the rest of the term of office of the retired Advisory Board member.
(2) With the selection of the Advisory Board members should be taken into account donors of at least 5% of the original Foundation assets and persons who have rendered outstanding services to the industrial self-control of fruit products.
(3) The Advisory Board elects a chairperson and a vice-chairperson from among its members. The regular term of office for members of the Advisory Board is three years; re-election is possible. The chairperson represents the Advisory Board. If the chairperson is impeded, the vice chairperson shall deputise accordingly.
(4) The Advisory Board supports the Executive Committee in an advisory capacity, accepts the annual business report of the Executive Committee and can submit proposals to the Executive Committee. The Executive Committee can entrust the Advisory Board with further tasks.
(5) Before the term of office expires, a member of the Foundation Advisory Board can only be dismissed for good cause through decision of the Advisory Board. The member concerned is not eligible to vote in this case.
(6) The Foundation Advisory Board is convened at least once per year by issuing a written invitation 4 weeks prior to the meeting and stating the agenda. § 7, subparagraph 4 is valid correspondingly.
(7) Each Advisory Board meeting called in according to the rules is competent to make a decision if more than half of the Advisory Board members are present. Decisions by the Advisory Board shall be taken with a simple majority. In the case of tie votes, the Chairperson’s vote shall decide.
(8) The Foundation Advisory Board can also take its decisions in writing, by telegram or telephone, insofar as no objections are raised against this procedure; decisions reached by telephone require written confirmation within a period of time to be stipulated.
§ 10 Tasks of the Foundation Advisory Board
The tasks of the Foundation Advisory Board include in particular:
- appointing and dismissing members of the Executive Committee
- accepting the annual accounts with the statement of assets and liabilities and the report on fulfilment of the Foundation purpose
- formal approval of the Executive Committee
- taking decisions to change the Statutes
- decisions to merge with another Foundation
- decisions on the amendment or the extension of the Foundation objectives and to dissolve the Foundation.
§ 11 Supervision of the Foundation
The Foundation is subject to supervision by the state supervisory authorities in accordance with the currently valid Foundation legislation. The need to submit the annual accounts to the Foundations authority is waived pursuant to Section 9 (2, line 4) State Foundation Law (LStiftG).
§ 12 Amendments to the Statutes, expansion of Foundation’s purposes, mergers and dissolution
(1) The bodies of the Foundation can decide on amendments of the statutes on request of the Executive Committee if the purpose of the Foundation is not affected. Decisions of an amendment need a 2/3 majority of the present members of the Executive Committee and the Advisory Board.
(2) On request of the Executive Committee the bodies of the Foundation can decide on the amendment of the Foundation’s purpose – stipulated under § 2 subparagraph 1 – on the merger with another foundation or on the dissolution of the Foundation. Decisions need a ¾ majority of the present members of the Executive Committee and the Advisory Board.
(3) Decisions on amendments of the statutes, expansion of the Foundation purposes, amendments of the purposes, mergers or dissolution require the approval of the Foundations regulatory authority.
(4) In case of dissolution of the Foundation its assets will be transferred to the foundation “Baumann-Gonser-Stiftung” (Foundation for promoting nonfermenting fruit processing), place of residence Bad Homburg. The assets should be used immediately and solely for charitable purposes. In case the foundation “Baumann-Gonser-Stiftung” does not have the status of a non-profit organisation at the time at which the QJF Foundation is dissolved, the assets will be transferred under the afore mentioned conditions to the college Wiesbaden – University of applied sciences – faculty Geisenheim Institute of Oenology and Beverage Research. The same applies if the Foundation is dissolved, or if the purpose of the Foundation is amended so that the purpose no longer exclusively fulfils the requirements of §§ 52-55 Abgabenordnung (German fiscal code).