(1) Since August 1, 1997, the opera and theater of the City of Bonn have been merged to form an institution without its own legal personality. The institution has at its disposal the Opera building including Werkstattbühne at Boeselagerhof, the theater building of the Kammerspiele Bad Godesberg and the adjacent building Am Kurpark 4 as well as the entire buildings used by Opera or Schauspiel on the property at Siegburger Straße 42 in Bonn-Beuel (Schauspielhalle, workshops, opera fundus, rehearsal rooms including "Alter Malersaal").

The institution shall be managed in accordance with economic aspects, taking into account the artistic tasks, and shall be managed in accordance with the provisions of the Municipal Code for the State of North Rhine-Westphalia (in particular Section 107 (2)), the main statutes of the City of Bonn and in accordance with the provisions on in-house operations under these statutes.

(2) The Theater der City of Bonn pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the Tax Code.

(3) The purpose of the institution is the promotion of the arts. This statutory purpose is realized in particular through the maintenance of the institution and the staging of opera, drama, ballet and dance theatre performances. A statutory reserve is formed to secure the purpose of the institution. Additional income and subsidies not used at the end of the financial year are to be allocated to this reserve. The aforementioned reserves may only be formed within the framework of the statutory provisions of the German Fiscal Code.

(4) The institution is a non-profit organization; it does not primarily pursue its own economic purposes.

(5) The funds of the institution may only be used for the statutory purposes. The City of Bonn shall not receive any donations from the institution's funds. For representative events of the City of Bonn or in other special cases in which the Mayor of Bonn issues invitations, the theater management may refrain from charging admission fees.

(6) No person may benefit from expenses that are alien to the purpose of the institution or from disproportionately high remuneration.

(7) In the event of dissolution or termination of the institution or discontinuation of its previous purpose, the City of Bonn shall initially receive back no more than its paid-in capital shares and the fair market value of its contributions in kind. The remaining assets shall also revert to the City of Bonn; they shall be used exclusively for tax-privileged purposes within the meaning of the German Fiscal Code.

The institution bears the name "Theater der City of Bonn".

(1) The Theater der City of Bonn shall be managed by the General Director in cooperation with the Administrative Director appointed by the Mayor of Bonn in agreement with the General Director. The management includes the authority to make independent decisions in all matters of day-to-day management, unless otherwise stipulated by the municipal code, the Eigenbetriebsverordnung, the main statutes or these articles of association.

(2) The allocation of responsibilities between the General Director and the Administrative Director shall be regulated by the Mayor of Bonn by means of instructions.

(1) The responsible committee within the meaning of § 5 EigVO for the Theater der City of Bonn is the Cultural Committee of the Council of the City of Bonn.

(2) The Culture Committee shall discuss the matters to be decided by the Council. It receives the reports in accordance with § 20 EigVO and decides on the appointment of the auditors for the annual financial statements and on matters that are subject to a resolution by the Council if the matter cannot be postponed. The reports in accordance with § 20 EigVO must also be brought to the attention of the main committee.

In addition, the Culture Committee decides on disposals of the special assets of the Eigenbetrieb with a value of between EUR 50,000 and EUR 125,000.

(3) The responsibility of the Building and Public Procurement Committee and the Personnel Committee in accordance with the rules of responsibility of the Council of the City of Bonn shall remain unaffected.

(4) The Mayor of Bonn and, on his or her behalf, the deputy responsible for cultural affairs, the General Director and the Administrative Director shall participate in the deliberations on matters relating to the theater; they shall be entitled and, upon request, obliged to present their views on an item on the agenda.

(1) The Council shall decide on all matters that are reserved for it by the municipal code, the Own Business Ordinance, the main statutes or these Articles of Association. In individual cases, it may refer the decisions pursuant to § 4 (1) - (3) of these Articles of Association back to itself.

(2) The council also decides on the disposal of land and buildings, in particular their sale, as well as on the disposal of the theater's special assets with a value of more than 125,000 euros.

(1) The Mayor of Bonn may issue instructions to the General Director and the Administrative Director in the interests of uniform administrative management and in matters that affect the overall interests of the city (e.g. legal matters).

(2) The Mayor of Bonn shall inform the main committee of important matters. He or she shall prepare the submissions for the committees and the Council as well as for the Board of Trustees in accordance with the Bonn Agreement.

(3) The General Director and the Administrative Director shall inform the Mayor of Bonn in good time of all important matters concerning the theater and shall also provide him or her with information on artistic matters upon request.

(4) The Mayor of Bonn shall be represented by the deputy responsible for cultural affairs. He/she is authorized to make and receive declarations on behalf of the City of Bonn to the General Director and the Administrative Director.

(5) The Mayor of Bonn may allocate administrative tasks of the theater to other business areas of the city administration. This applies to all matters of legal significance within the meaning of paragraph 1 and for insurance, for all tax matters, for construction measures, for personnel matters of fundamental importance and for the preparation of the staffing plan.

(6) The Mayor of Bonn shall appoint the Administrative Director in agreement with the General Director.

The City Treasurer must be consulted before decisions are made on financial matters of the theater that affect the budget of the City of Bonn. Otherwise, § 7 EigVO applies.

(1) Employees in the remuneration group of the Federal Employees' Collective Agreement (BAT) up to and including IV b and workers are hired, upgraded and dismissed by the management of the institution on behalf of the Mayor of Bonn. The employment contracts to be concluded for this
and other written declarations to regulate the legal relationships of employees and workers are signed by the General Director, or, if he/she is unable to do so, by the deputy responsible for cultural affairs, and by the Administrative Director.

The Personnel Committee shall be informed once a year of all changes made.

(2) Stage members under the standard solo contract and stage technicians under the stage technician collective agreement and other artistic personnel are hired, upgraded and dismissed by the management of the institution; this applies accordingly to the submission of non-renewal declarations. The employment contracts to be concluded for this purpose in accordance with applicable law and other written declarations regulating the legal relationships shall be signed by the General Director or, if he/she is unable to do so, by the deputy responsible for cultural affairs and by the Administrative Director.

(3) In all other respects, the provisions of the main statutes of the City of Bonn shall apply.

(4) For each financial year, a list of positions for the employees of the theater shall be drawn up as part of the business plan. The civil servants employed by the theater shall also be listed in the city's job plan.

(1) The city is represented in matters relating to the theater by the management of the institution. The authorized representatives and the appointees as well as the scope of their power of representation shall be publicly announced by the Mayor of Bonn in accordance with the provisions of the main statutes.

(2) The General Director shall sign under the name Theater der City of Bonn, the Administrative Director without specifying a representative relationship if the matter is subject to his/her decision. The other members of staff sign

"On behalf of".

(3) In matters that are subject to the decision of the Council, the Main Committee or the Mayor of Bonn, the following shall sign under the title

FEDERAL CITY OF BONN
Theater of the City of Bonn
The Mayor of Bonn

the General Director, the Administrative Director and the other members of staff must sign "On behalf of".

(1) All declarations by which the City is to be bound on behalf of the theater must be made in writing.

(2) Declarations of commitment that go beyond the scope of a transaction of day-to-day management require the form prescribed in § 64 para. 1 GO NW.

They are to be submitted under the designation

FEDERAL CITY OF BONN
Theater of the City of Bonn

must be signed by the Mayor of Bonn or his/her representative and the General Director or, if he/she is unable to do so, by the Administrative Director.

(3) Section 8 of these Articles of Association shall apply to the signing of documents, employment contracts and so on to be issued in accordance with applicable law to regulate the legal relationships of employees.

(4) Declarations of commitment in matters of day-to-day management are not bound to the form of signature in accordance with para. 2. The authority to sign shall be regulated by the Mayor of Bonn. Cash orders and dispositions of funds require the signature of the Administrative Director or his/her representative.

In deviation from the calendar year, the financial year is set for the period from August 1 to July 31 of the following year.

The share capital amounts to EUR 12,800,000.

(1) The operating subsidy required for the economic management of the theater shall be determined for the duration of the general manager's engagement (usually 5 years) as a framework for the theater management and made available to the theater in annual installments.

(2) In the context of multi-year financial management, the annual result shall be treated as follows:

1. Any net profit for the year shall be used to repay losses carried forward or allocated to a statutory reserve in accordance with § 1 (3) of these Articles of Association.
2. The net loss for the year not covered by the reserve must be carried forward as a loss. The sum of the losses carried forward may not exceed 2 percent of the subsidy planned for the respective financial year.

(3) In the financial year in which the general manager's obligation expires, existing losses carried forward shall be offset by the theater. An existing statutory reserve shall remain with the theater.

(1) The theater management shall draw up an annual business plan consisting of a profit plan, asset plan and staffing overview.

(2) The draft of the business plan shall be prepared by the administrative director in good time so that it can be forwarded to the culture committee for discussion of the municipal budget. After consultation in the Culture Committee and the Main Committee, the business plan shall be submitted to the City Council for approval.

(3) A five-year financial plan shall be submitted at the same time as the draft business plan. The financial plan shall be discussed and adopted in the same way as the business plan.

(4) When implementing the business plan, the following must be observed:

1. The individual estimates in the profit plan are mutually coverable.
2. Excess and additional expenditure for individual items of the asset plan of more than EUR 50,000 require the prior approval of the Culture Committee - notwithstanding the provision in para. 6; otherwise they must be subsequently brought to the attention of the Culture Committee.

(5) In the event of a significant deviation from the business plan, this must be amended immediately (§ 14 Para. 2 EigVO).

1. In the case of the profit plan, a significant deviation exists in particular if it becomes apparent in the course of the financial year that a loss will arise that exceeds 2 percent of the subsidy planned for the respective financial year, even after the statutory reserve has been released.
2. With regard to the asset plan, a significant deviation within the meaning of Section 14 (2) EigVO exists if additional expenditure of EUR 50,000 is required for additions to fixed assets, which can only be covered by higher allocations from the City of Bonn or by loans. Otherwise, § 14 Para. 2c EigVO applies.

(6) With regard to the Bonn Agreement, the management of the institution is obliged

1. to obtain the approval of the city treasurer before deviating from the asset plan for measures that exceed EUR 50,000 in each case, even if the deviation does not result in additional expenditure, and to indicate whether costs will be incurred for the investment measure in later years;
2. to submit the annual financial statements in accordance with § 15 Para. 3 to the city treasurer no later than two months after the end of the respective calendar year.

(1) The institution shall keep its accounts in accordance with the rules of commercial accounting.

(2) The Mayor of Bonn shall issue the necessary regulations in accordance with § 97 GO NW (special funds) by special decree.

(3) The annual financial statements and the management report shall be prepared within six months of the end of the financial year and, after examination, submitted via the Mayor of Bonn to the Culture Committee and the Main Committee, which shall forward them to the Council of the City of Bonn for approval with the result of their deliberations. § Section 26 EigVO (accountability) must be observed.

(4) The annual financial statements and the management report are subject to mandatory auditing by the municipal audit office of the Cologne district government. The audit report shall be submitted to the Culture Committee for discussion.

These statutes shall enter into force on the day following their public announcement.

At the same time, the statutes for the Theater of the City of Bonn dated May 26, 1997 shall expire.
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The above statutes are hereby made public.

It is pointed out that a violation of procedural and formal regulations of the municipal code for the state of North Rhine-Westphalia (GO NW) in the creation of these statutes can no longer be asserted after the expiry of one year since this announcement, unless

1. a prescribed approval is missing or a prescribed notification procedure has not been carried out,
2. these Articles of Association have not been duly published,
3. the Mayor of Bonn has previously objected to the resolution on the statutes or
4. the formal or procedural defect has been notified to the City in advance, stating the violated legal provision and the fact that reveals the defect.

Bonn, May 11, 1998

Dieckmann
Mayor of Bonn