– certified by Notary Dr. Liisa Klinge on 12 October 2021 –
In the early 21st century, we are witnessing the return of developments that we thought we had largely overcome: nuclear arms races, trade conflicts between major powers, the invasion of sovereign states, or attempts to annihilate ethnic and religious minorities. Authoritarian and extremist movements and parties are gaining ground around the world. Where they take power, they often restrict the press and academic freedom, violate fundamental rights of minorities, and undermine the independence of the judiciary.
At the same time, we face a host of other regional and global challenges that require urgent solutions: These range from poverty, climate change, and pandemics to social polarization, disinformation campaigns, and the threat of renewed financial and economic crises, as well as terrorism, cyberwarfare, and armed conflict.
The complexity of these challenges increases the need for analysis, explanation, and orientation. The academic freedom guaranteed by the German constitution gives scholars a special responsibility for the exchange of knowledge and the continuation of our free democratic principles. In times when these principles are in danger, researchers are more than ever obliged to contribute their findings and knowledge to public discussions.
That is why we are founding Hedgefox.
Hedgefox is a magazine in which the humanities and social sciences make their expertise available to the general public. It will remain non-profit, independent, non-partisan, free of charge, and ad-free on a permanent basis. The title "Hedgefox" draws on a dictum of the ancient Greek poet Archilochos: “The fox knows many things, and the hedgehog knows one big thing.” If we are to meet the challenges of the 21st century, we need the knowledge of both pluralistic foxes and monistic hedgehogs.
We want our magazine to provide thoughtful, fact-based answers to the pressing political, societal, economic, environmental, and ethical issues of the day. We wish to make accessible the available knowledge in each of our fields, thus offering society and policymakers a basis for reasoned decision-making. We will make our voices heard when unsubstantiated claims and misinformation are being spread. And we seek to promote the mutual exchange between the humanities and social sciences, practitioners, and the public.
§ 1 Name and place
(1) The organization is called
Hedgefox gemeinnützige UG (haftungsbeschränkt)
(2) Its registered office is situated in Berlin.
§ 2 Non-profit purpose and goals of the organization
(1) The purpose of the organization is to operate an independent academic editorial office that collects and processes findings and analyses from the humanities and social sciences and publishes them in a form that is as comprehensible as possible in a magazine that is accessible to everyone free of charge. The aim of the magazine is to promote the humanities and social sciences, to put scholars in touch with each other, to further the exchange between academia, practitioners, and the public, and to support people in the formation of their judgements on the basis of academically generated knowledge. Our funders have no influence on the work of Hedgefox.
(2) The organization is politically independent and non-partisan. It pursues exclusively and directly charitable purposes in the sense of the section “tax-privileged purposes” of the German Fiscal Code (Abgabenordnung).
(3) The purpose of the organization is
a) the promotion of scholarship and research;
b) the promotion of education, especially political education, including support for students; and
c) the general promotion of democratic governance within the scope of the German Fiscal Code.
(4) The purpose of these Statutes shall be achieved in particular through the following activities:
a) the development and operation of a magazine for the exchange and discussion of findings, analyses, and research results from the humanities and social sciences. This includes the observation of the German-speaking, European, and global research landscapes and the objective and neutral provision of scholarly information and expert statements in all common technical and media formats (including text, tables, graphics, images, sound and video). In order to further professional and interdisciplinary collaboration, contributions from all disciplines of the humanities and social sciences are to be made available for discussion wherever possible. The magazine addresses fundamental political, societal, economic, cultural, environmental, and historical issues that are relevant to scholars, practitioners, and the public. It also analyses current events, provides background information, and contributes to public debates. In so doing, the magazine adheres to the principle of impartiality. It recognizes the diversity of political, social, and scholarly positions that are possible in a free democratic society, and discusses them in a factual manner in order to promote political education and to strengthen our democratic political culture;
b) the communication of knowledge about the methods and knowledge generation processes of scholarly research and the uncertainties of its results - ideally also to people who only rarely come into contact with academic research;
c) the development of communication formats for a dialogue between researchers, practitioners, the media, and the public with the aim of translating humanities and social science findings for the world of practice and transferring empirical knowledge from practitioners to the humanities and social sciences;
d) the organization and implementation of public information events in the form of lectures, meetings, or conferences;
e) cooperation with organizations in the humanities and social sciences and funding institutions in Germany and abroad, in particular academies, professional research associations, and foundations in order to achieve the non-profit goals of the organization. In doing so, the organization must realize its purposes through the cooperation itself. The cooperating organisations or institutions may not receive any funds from the organization, unless they are themselves non-profit organizations or public corporations;
f) the promotion of an international knowledge exchange that enriches the German-speaking humanities and social sciences and the public discourse in the German-speaking world.
(5) The organization may undertake any actions that are directly suited to serve its non-profit purpose. It may - within the scope of the section “tax-privileged purposes” of the German Fiscal Code - conduct its operations in Germany and abroad, establish branches, and establish or acquire corporations of the same or a similar nature, provided that these fulfil the purposes of these Statutes.
§ 3 Non-profit character
(1) The organization acts selflessly; it does not pursue economic interests.
(2) Funds of the organization may only be used for the purposes set out in these Statutes.
(3) The associates may not receive any shares in profits or other benefits from the funds of the organization. Upon their resignation or in the event of the dissolution of the organization or if tax-privileged purposes cease to apply, they shall not receive more than the shares they had originally paid and the fair market value of their contributions in kind.
(4) No person may benefit from payments that are alien to the purpose of the organization or by disproportionately high remuneration.
(5) The organization may make use of an auxiliary person within the meaning of § 57, section 1, sentence 2 of the German Fiscal Code to carry out its duties.
§ 4 Capital stock
(1) The common capital stock of the organization amounts to EUR 1,000.00 (in words: one thousand euros). It is fully provided by Dr. Robin Markwica, born on 23 January 1981 and resident in Berlin (shares no. 1-1000). The contribution is to be made in cash, immediately, and in full.
(2) The associates’ assembly decides on the division and amalgamation of shares by a simple majority of the votes cast.
§ 5 Fiscal year, duration of the organization, announcements
(1) The fiscal year is the calendar year.
(2) The duration of the organization is indefinite.
(3) The legally required announcements of the organization shall be made in the Federal Gazette (Bundesanzeiger).
§ 6 Main bodies
The main bodies of the organization include:
a) the executive management,
b) the associates’ assembly, and
c) the advisory board.
§ 7 Executive management and representation
(1) The organization has one or more managing directors.
(2) If only one managing director has been appointed, s/he shall represent the organization alone. If several managing directors have been appointed, the organization shall be represented either by two managing directors or by one managing director together with an authorized signatory.
(3) The associates’ assembly may grant one, several, or all managing directors sole power of representation and exemption from the restrictions of § 181 of the German Civil Code (Bürgerliches Gesetzbuch).
(4) If several managing directors have been appointed, they shall manage the organization jointly. Decisions are made by a simple majority of the votes. Each managing director has one vote. The associates’ assembly may issue procedural rules and guidelines for the management of the organization, which may also contain alternative provisions.
(5) The management is responsible for the management of the day-to-day activities and the participation in the strategic planning. In doing so, it shall observe the Statutes of the organization and the resolutions of the associates’ assembly and take into account the non-profit character of the organization. The management is bound by the instructions of the associates.
(6) The managing directors require the prior consent of the associates for all business that reaches beyond the organization’s normal operations. This applies in particular to the following activities:
a) budget planning consisting of an income and expenditure plan (personnel, material, and other operating expenses);
b) the acquisition, sale, or encumbrance of real estate; and
c) the formation of organizations.
§ 8 Duties of the executive management
(1) The executive management must inform the associates promptly of any events and developments that are essential for assessing the situation and development of the organization, and cooperate with the associates’ assembly in accordance with the decisions of the associates.
(2) Whenever there is any change in the membership of the associates' assembly, the managing directors shall submit a list of the associates' names signed by them to the Trade Register (Handelsregister). The managing directors shall be informed of the changes in writing and shall provide evidence thereof. In general, corresponding documents in original or certified copies must be submitted as evidence. For the proof of succession, § 35 of the Land Register Regulations (Grundbuchordnung) applies accordingly. After inclusion of the amended list of associates in the Trade register, the managing directors shall immediately send a copy of the current list of associates to all associates.
§ 9 Associates’ assembly
(1) The Associates' assembly decides by unanimous resolution about who is to become a fellow associate.
(2) Only such persons shall be included in the associates’ assembly who can guarantee the independence and non-partisan character of the organization as well as the preservation of its non-profit status.
(3) The associates’ assembly shall review the effectiveness of its work and that of the management on a regular basis, at least every three years, and shall take into account the principles of non-profit governance.
§ 10 Convening of the associates’ assembly and quorum
(1) The associates’ assembly shall take place at least once a year, at the latest two months after the annual financial statements have been prepared by the management. In addition, associates’ assemblies shall be held if the management or an associate so requests.
(2) The associates’ assembly is convened by the management by means of a registered letter stating the agenda with four weeks’ notice. The documents required for the individual items on the agenda must be enclosed with the notice of the assembly. With the consent of all associates, the form and deadline as per sentence 1 may be waived.
(3) The associates are obliged to inform the organization in writing of a summonable address in Germany and of any changes without delay. The summons of an associate shall be deemed to have been duly served if it was sent to the address last provided to the organization.
(4) Each associate may be represented at the associates’ assembly by another associate, her/his spouse or partner, or a third party who is bound to secrecy. The right to represent must be proven by presenting a written power of attorney. A copy must be handed over to the chairperson of the associates’ assembly for inclusion in the minutes.
(5) The associates’ assembly shall constitute a quorum if it has been duly convened in accordance with paragraph 2 and at least half of the members are present or represented. If the assembly does not have a quorum when it is opened, a new assembly may be convened within two weeks at the earliest in accordance with paragraph 2, which shall then have a quorum regardless of the presence or representation of the associates. These circumstances must be noted in the new invitation.
(6) The chairperson of the associates’ assembly shall be elected by simple majority before the agenda is decided upon. S/he represents the organization in dealings with the management. In particular, s/he shall make the statements on appointments and dismissals as well as on employment, notifications, and termination. S/he is responsible for the management of the associates’ assembly and for the appointment of the minute taker.
(7) At the request of the associates, the managing director(s) may participate in the associates’ assemblies without voting rights. This must be pointed out in the invitations to the associates’ assembly. Every associate has the right to veto this. In addition, the associates’ assembly can invite and consult guests on special occasions.
§ 11 Responsibilities of the associates’ assembly
(1) The associates’ assembly is the top decision-making body of the organization and takes all decisions of major import. In doing so, it shall pay particular attention to compliance with the non-profit objectives of the organization, as described in §§ 2-3 of these Statutes, and to the long-term preservation of the organization’s substance.
(2) The associates’ assembly is responsible in particular for decisions on the following matters:
- adoption of the annual financial statements;
- resolution on the appropriation of income within the framework of the provisions of the German Fiscal Code on “tax-privileged purposes”;
- appointment and dismissal of managing directors and conclusion and termination of employment contracts;
- discharge of the managing directors;
- selection and appointment of an auditor;
- transfer of the registered office and sale of the entire organization or parts of the organization;
- resolutions on these Statutes;
- structural measures which are equivalent to changes in the goals or purpose of the organization;
- amendments to the Statutes;
- approval of the procedural rules and guidelines of the management and the advisory boards.
(3) Decisions of major import within the meaning of paragraph 1 are also
- the founding of organizations or the acquisition and sale of shares of more than 5% in an organization as well as changes to the statutes of affiliated organizations;
- the commencement and discontinuation of a commercial branch;
- the establishment and discontinuation of branches;
- the sale and encumbrance of real estate and rights equivalent to real estate, as well as the associated obligation transactions;
- investments and other expenses with a volume of more than a total of 10,000.00 Euros;
- waiver of claims against employees, even if this is shown in the financial plan, and other claims if this exceeds 10,000.00 Euros per year;
- Granting and revocation of procuration.
The aforementioned amounts may be increased or reduced in the procedural rules and guidelines of the management if this is in reasonable proportion to the total volume of the organization’s activities.
§ 12 Resolutions in the associates’ assembly
(1) Resolutions of the associates shall be adopted in writing at associates’ assemblies.
(2) Each associate has one vote (one vote per person). Resolutions of the associates shall be passed by a simple majority of the votes cast, unless otherwise provided for in these Statutes. Voting in text form is permissible. Abstentions are not counted.
(3) An associates’ assembly is not necessary if all associates agree to, or participate in, another form of resolution (e.g. by written circulation procedure, which can also be done by email). Voting is also permissible if it is carried out partly in an assembly and partly in written form or by other means of telecommunication, provided that all associates agree to the procedures in each individual case.
(4) Associates’ resolutions shall be recorded in minutes, even if they are passed outside associates’ assemblies. The minutes must at least contain information on the manner in which resolutions are passed, the motions, the votes cast by the associates, and the respective voting results. The minutes must be signed by the chairperson and the minute taker. The list of associates last recorded in the Trade Register shall be attached to the minutes. The minutes shall be sent to the associates and the management within four weeks of the assembly. The minutes and the associates’ resolutions shall be deemed to have been accepted unless an objection has been raised in writing with the chairperson of the associates’ assembly within a period of four weeks of the minutes being sent.
§ 13 Advisory board
(1) The advisory board provides the organization with expert advice and supports it in the realization of its non-profit goals.
(2) The advisory board consists of personalities who have made generally recognized achievements or gained special practical experience in academia, political education, academic communication, the media, and public life in general. The advisory board shall consist of at least 15 and at most 30 members.
(3) The members of the advisory board are appointed and dismissed by the management after approval by the associates’ assembly.
(4) The members of the advisory board are appointed for a period of three years. Re-appointment is permissible. The members are heard before a new member is appointed.
(5) The advisory board is entitled to:
a) develop and issue recommendations on all activities of the organization;
b) to contribute its professional expertise on new academic and journalistic developments;
c) to submit proposals for individual projects of the organization;
d) to evaluate the quality of the organization’s work;
e) to promote exchange with the academic community, in particular with universities, research institutions, and scholarly associations;
f) to promote exchange with experts in political education and with the media.
(6) The advisory board shall be informed by the executive management at regular intervals - at least once per calendar year - about the activities of the organization.
§ 14 Annual financial statements and appropriation of funds
(1) The annual financial statements (balance sheet, net gain and loss account, and appendix) must be prepared by the management and signed by all managing directors.
(2) The associates’ assembly shall decide on the appropriation of funds. Reserves may be formed to the extent permitted by tax law, in particular §§ 51-68 of the German Fiscal Code. In all other respects, the funds shall be used promptly for the purpose of the Statutes in accordance with § 2 of these Statutes. The associates are not entitled to the pro rata net income for the year.
(3) According to § 5a, section 3 of the Law regarding Corporations with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG), the organization is legally obliged to allocate at least 25% of its annual net gains, reduced by a loss carried forward from the previous year, to a statutory reserve until the minimum capital of 25,000.00 Euros has been reached. The reserve may only be used 1) for the purposes of § 57c of the GmbHG; 2) to offset an annual net loss, insofar as it is not covered by a gain carried forward from the previous year; or 3) to offset a loss carried forward from the previous year, insofar as it is not covered by an annual net gain.
§ 15 Disposition of organization shares
(1) Any disposition of organization shares, whether in return for payment or free of charge, requires the prior consent of all other associates.
(2) Before shares can be sold to external individuals, they must be offered to the other associates in writing for purchase in proportion to their shares. In return, the value of the shares shall be paid in accordance with the severance payment regulation according to § 3, section 3, sentence 2 of these Statutes, concurrently with the assignment. If the associates do not exercise their purchase prerogative, they must consent to the sale of the shares, unless there are important reasons for not doing so in the person of the buyer.
§ 16 Succession
(1) The organization shares are inheritable.
(2) Only co-associates are entitled to succession.
(3) If, upon the death of an associate, all or part of a share is transferred to a person who is not entitled to succeed, the associates’ assembly may, to the exclusion of the affected associate, decide to redeem the share of the deceased associate within six months of becoming aware of the succession and the heirs. In this case, the heirs shall receive as compensation the nominal amount of the capital share paid in by the associate.
(4) The above provisions shall apply mutatis mutandis to legatees.
§ 17 Redemption of organization shares
(1) Shares may be redeemed by a resolution of the associates with the consent of the associates concerned.
(2) The shares of an associate may be redeemed without her/his consent if the associate dies or for an important reason.
An important reason is in particular
- the gross violation of an associate’s obligations or an important reason in the person of the associate (according to §§ 133, 140 German Trade Code [Handelsgesetzbuch]), which justifies her/his exclusion from the organization;
- the foreclosure against the share if this is not averted within three months after service of the order of attachment and transfer, or
- the opening of insolvency proceedings on the assets of the associate or
- the refusal to open such proceedings for lack of assets; or
- if an associate has persistently and materially violated the provisions of these Statutes.
(3) Instead of redemption, the organization may demand that the associate or her/his heirs transfer their share to the organization, an associate, or a third party designated by the organization.
(4) The resolution to redeem the share or the request for assignment requires a majority of three quarters of the votes of the associates. In the case of paragraph 2, the associates or their heirs are not entitled to vote.
(5) With the resolution on the redemption, the associate shall lose her/his position as an associate; with the resolution on the obligation to assign, the associate rights shall be suspended, in each case with immediate effect and independent of the payment of the settlement.
(6) In case of redemption according to paragraph 1 or 2 as well as in case of assignment according to paragraph 3, the retiring associate or her/his heirs are entitled to compensation in the amount of the nominal value of the share paid in by the associate. In the cases of paragraphs 1 and 2, the debtor is the organization; in the case of paragraph 3, the purchaser and the organization are jointly liable. A redemption resolution can only be validly adopted if, even after the redemption, the sum of the nominal amounts of the shares corresponds to the share capital of the organization. For this purpose, the nominal amounts of the other shares are to be increased proportionately together with the redemption, unless the associates decide otherwise.
§ 18 Withdrawal from / termination of the organization
(1) Any associate may resign from the organization by giving notice.
(2) The withdrawal can only take place at the end of the business year. It must be declared by registered letter, giving six months’ notice. The right of termination for good cause remains unaffected.
(3) The withdrawing associate is obliged, at the discretion of the organization, to assign her or his share in the organization in whole or in part to the organization itself, to one or more associates, or to third parties to be named by the associates, or to tolerate the withdrawal. The organization may exercise its associates’ rights until its withdrawal. The remaining associates are obliged to pass a resolution on the withdrawal or obligation to assign until the withdrawal takes effect.
§ 19 Amendments to the Statutes
(1) These Statutes may be amended by resolution of the associates with a majority of three quarters of all votes of the associates.
(2) Resolutions on amendments to §§ 2 and 3 (purpose, non-profit status) may only be implemented after the Tax Office has certified that the Statutes are unobjectionable with regard to its non-profit status.
§ 20 Dissolution, accumulation of assets
(1) The organization can be dissolved by a unanimous resolution of the associates.
(2) In the event of dissolution of the organization, the liquidation shall be carried out by the managing directors of the organization in accordance with the statutory provisions.
(3) In the event of the dissolution or annulment of the organization or if tax-privileged purposes cease to apply, the assets of the organization shall, to the extent that they exceed the paid shares of the associates and the fair market value of the contributions in kind made by the associates, be transferred to a legal entity under public law or to another tax-privileged organization for the purpose of use in the promotion of scholarship, research, and/or political education.
§ 21 Final provisions
Should individual provisions of these statutes be or become invalid, this shall not affect the legal validity of the remaining provisions, in which case the invalid provision shall be amended or supplemented by resolution of the associates’ assembly in such a way that the purpose intended by the final provision is achieved.