Articles of Association
Article 1: Name, Location
(1) The foundation bears the name Boehringer Ingelheim Fonds, Foundation for Basic Research in Medicine.
(2) It is a public foundation of civil law located in Ingelheim am Rhein.
Article 2: Purpose
(1) The purpose of the foundation is the exclusive and direct promotion of basic research in natural science and medicine, particularly in the field of clinical and theoretical medicine. To this end, the foundation can award fellowships to qualified junior scientists, arrange series of lectures with researchers of international repute, organize international scientific conferences and take further measures suitable to serve the purpose of the foundation.
(2) When awarding research grants to qualified junior scientists, relevant expert opinions must guarantee that the promotion serves scientific purposes, that the work of the fellow is possible at a university or equivalent research institute, and that it will be supervised by a qualified senior scientist.
(3) The award of foundation resources to industrial companies is not permitted.
(4) The foundation serves exclusively and directly non-profit-making purposes in accordance with section "Tax-privileged purposes" of the German Tax Code. It acts in the interest of others and does not pursue any profit-making purposes. The founders do not receive any payments from foundation resources.
Article 3: Foundation Capital
(1) The foundation capital consists of DM 100,000 (EUR 51,130.-) to which each of the founders donated 50%.
(2) The foundation capital can be increased by donations from the founders, from other companies of the Boehringer Ingelheim group, or from third parties.
(3) The resources of the foundation may be used for statutory purposes only. The foundation may not favour any person by paying administrative expenses unrelated to the foundation or by excessively high payments.
(4) The resources of the foundation arising from the proceeds of the foundation capital can be allocated in full or in part to reserves when and where this is necessary in order to guarantee fulfillment of a certain foundation project within a fixed period.
Article 4: Organs of the foundation
Organs of the foundation are: (a) the Board of Trustees; (b) the Executive Committee; (c) the secretariat.
Article 5: Board of Trustees
(1) The Board of Trustees consists of seven members who are appointed by the founders for a period of three years; reappointment is possible. The members of the Board of Trustees are entitled to resign from their position before the end of their period of office, subject to three months' notice to the end of a month. The founders may only remove members of the Board of Trustees from office prematurely with good reason. If a member of the Board of Trustees resigns prematurely, the founders appoint a successor for the remaining term of office.
(2) The Board of Trustees elects a Chairman and a Deputy Chairman from its group.
(3) The Board of Trustees has a quorum when at least half of its members participate in a resolution. Absent members of the Board of Trustees can participate in a resolution by requesting another member of the Board of Trustees or the Managing Director of the foundation to submit their vote in writing. Resolutions can also be made in writing provided that none of the members of the Board of Trustees objects to this procedure. Resolutions are passed with a simple majority of votes; the Chairman has the casting vote. The Managing Director may attend meetings of the Board of Trustees in a non-voting capacity.
(4) The members of the Board of Trustees act in an honorary capacity for the foundation. With the exception of a suitable expense allowance for attending meetings of the Board of Trustees they may not receive any financial benefit from the foundation.
Article 6: Functions of the Board of Trustees
(1) The Board of Trustees decides on all the foundation's matters of fundamental significance.
(2) In particular it has the function of (a) deciding on the use of proceeds from the foundation capital; (b) deciding on the budget; (c) revising the annual accounts and approving the activities of the Executive Committee; (d) co-operating in amendments to the Articles of Association.
Article 7: Executive Committee
(1) The Executive Committee consists of three members of the Board of Trustees who, after consultation with the Board of Trustees, are appointed by the founders for the period of their membership in that board; they can only be removed with good reason. If a member of the Executive Committee resigns, the founders appoint a successor.
(2) The foundation is represented in legal and non-legal matters by at least two members of the Executive Committee (Article 26, German Civil Code).
(3) The members of the Executive Committee act in an honorary capacity for the foundation. They may not receive any financial benefit from the foundation.
Article 8: Functions of the Executive Committee
(1) The Executive Committee manages the day-to-day business of the foundation.
(2) In particular it has the function of (a) investing the foundation capital profitably according to commercial aspects; (b) implementing the resolutions of the Board of Trustees; (c) drawing up a budget on schedule before the beginning of the accounting year; (d) drawing up an annual account immediately on termination of the accounting year and presenting it to the Board of Trustees; (e) preparing an inventory of the foundation's capital.
Article 9: Secretariat
(1) The Executive Committee can appoint a Managing Director to carry out its functions.
(2) The Managing Director runs the regular business in accordance with the instructions of the Executive Committee.
Article 10: Amendments to the Articles of Association, Dissolution of the foundation
(1) Amendments to these Articles of Association shall be decided by the Board of Trustees following consultation with the founders.
(2) Any amendment to the Articles of Association must be approved by the supervisory authorities.
(3) If the foundation is dissolved by the supervisory authorities, the foundation capital is to be used for beneficial purposes to be determined by the Board of Trustees in accordance with Article 2, section 1. Prior to this, the tax authorities must give their approval.
Ingelheim am Rhein, 12 January 1983
(with amendments of 15 June 1984)