the Martinus Institute of Spiritual Science Foundation
(CBR. no. 19 96 14 86)
- 1 Name
The Foundation’s name is Fonden Martinus Åndsvidenskabelige Institut (The Martinus Institute of Spiritual Science).
Subsidiary names are Martinus Aktivitetsfond (The Martinus Activity Foundation) and Martinus Idealfond (The Martinus Idealistic Foundation).
Martinus Activitetsfond, central business register (CBR) no. 19961486 and Martinus Idealfond, CBR 20033878, with permission granted on 28th May 2014 by the Danish Business Authority, merged with Martinus Aktivitetsfond as the continuing foundation with unchanged CBR number.
In accordance with the permission granted on 21st September 2017, Sam Zinglersens Fond (Sam Zinglersen’s Foundation), CBR. no. 14536574, has been dissolved and, with accounting effect from 1st January 2017, the Foundations in Sam Zinglersen’s Foundation have been transferred to the Martinus Institute of Spiritual Science.
- 2 Domicile
The foundation’s domicile is the Municipality of Frederiksberg.
- 3 Establishment and capital conditions
The Foundation was founded by the Martinus Institute of Spiritual Science on 1st June 1996, taking over commercial activities from 1st January 1996.
The necessary Foundations for the Foundation’s activities are provided primarily by its own earnings and by unconditional gifts and/or contributions.
All the Foundation’s income and the contributions and gifts given to the Foundation can be used only for the Foundation’s purposes in accordance with § 5.
The Foundations’s liabilities shall be borne solely by its assets at any given time.
None of the Foundation’s contributors can have any share in or claim to the Foundation’s assets, nor can they be held liable for the actions, omissions or obligations of the Foundation.
At the time the Foundation was established in 1996, its net capital was DKK 2 million through the depositing of assets/activity from the Martinus Institute of Spiritual Science. In 2003, the net capital was increased to DKK 4 million by deposits of DKK 2 million received as a gift from the Martinus Institute of Spiritual Science.
At the time of the merger, the Foundation’s capital was further increased by the merged Foundation’s capital of DKK 300,000.
In connection with the dissolution of Sam Zinglersen’s Foundation, the Foundation’s capital was increased by DKK 2,965,520 from DKK 4,300,000 to DKK 7,265,520 by the transfer of the tied capital of Sam Zinglersen’s Foundation.
- 4 Structure
The Foundation shall not be the subject of the formation of an association or any other form of membership.
- 5 Aims
The aims of the Foundation are as follows:
The commercial activities are all necessary publishing activities, i.e. publishing the magazine Kosmos and Martinus’s books in various languages, as well as advertising and information.
Other main activities include the rental of course facilities and summer accommodation at the Martinus Centre in Klint, publishing activities and course activities, including the running of Mariendalsvej 94-96, 2000 Frederiksberg, as well as teaching and the various related service activities, such as the running of the cafeteria etc.
Furthermore, the Foundation shall own and preserve Martinus’s childhood home “Moskildvad” in Sindal and maintain and run the childhood home.
The main aims of Martinus’s works are:
“The development of spiritual freedom, tolerance, humaneness and love for all living beings” (Livets Bog (The Book of Life), sect. 117). The aim is thus to promote world peace everywhere on earth.
The Foundation can provide support for the profound study and dissemination of Martinus’s world picture, partly through the preservation and dissemination of knowledge of Martinus’s life and work.
Through all its activities and with all the means at its disposal, the Foundation shall serve the purpose of preserving Martinus’s complete works unchanged as he left them, provide information about Martinus’s works and make these works available to interested parties, including through publishing, selling, translating and teaching in satisfactory forms and through subsidies and grants for these activities.
In order to achieve this aim, the Foundation may acquire real estate and establish subsidiaries.
- 6 The Board
The Foundation is led by a board – colloquially known as the Council – which consists of five adult, trustworthy persons of unblemished reputation, hereinafter referred to as members.
In the case of retirement or resignation, the board itself co-opts new members. New members of the board shall serve a maximum period of seven years and re-joining cannot take place.
The board may appoint two substitutes to attend the board meetings without the right to vote. In the event of retirement or resignation, the first appointed substitute shall normally be appointed as a new member of the board. If the board allows the second substitute member to join, the first-appointed substitute shall at the same time resign as a substitute member. No one may be a substitute or a member of the board for more than a total of seven years.
The duties of chairperson, vice-chairperson, board member and substitute board member are unpaid.
The Board shall be constituted with a chairperson and a deputy chairperson.
The election of the chairperson and vice-chairperson shall be carried out every year in connection with the approval of the annual report.
The members of the board, unless they wish to be exempted, shall be chairperson by seniority and shall remain in office until their retirement/resignation.
In the event of a vote resulting in a tie in the board, the chairperson’s and, in his/her absence, the vice-chairperson’s vote shall count twice.
In the absence of the chairperson, the vice-chairperson shall replace him/her in all chairperson’s functions.
The board is the executive management of all the business of the Foundation. The quorum is valid when at least two thirds of the members of the board are present.
The board shall seek agreement on all decisions. If agreement is not reached, the decision cannot be taken until a new board meeting, to which all members must be summoned. Before this meeting, all members shall be informed in good time in writing of the decision on which it has not been possible to reach an agreement. If no agreement is reached on the deferred issue, a decision may be taken by a majority of at least two thirds of the members of the board.
The minutes of the decisions made at the board meetings shall be kept and signed by the members who attended the meetings in question.
The Foundation shall adopt its own rules of procedure.
- 7 Management
The Foundation may employ a director who recruits and dismisses the other staff and manages the Foundation’s day-to-day operations within the limits set by the board.
- 8 Budget and accounting
A budget for future financial years is prepared and submitted to the board for approval prior to the accounting year.
The Foundation’s accounts shall follow the calendar year. The revised annual report for the previous year shall be submitted for approval by the Board each year no later than in the 5th month. The annual report shall be drawn up in accordance with the rules of the Danish Financial Statements Act.
The Board shall ensure that accounts are kept showing operating, construction and establishment expenses and movements of assets.
The annual report shall be audited by an approved accountant chosen by the Board. The accountant is elected at the meeting where the annual report is reviewed and approved. The accountant is elected for one year at a time.
- 9 Signing rules
The chairperson and another member of the board or three members of the board in concert shall jointly have signing powers for the Foundation.
The entire board can always have powers to sign for the foundation.
The Foundation’s liabilities shall be borne by its assets.
Clauses on gifts to the Foundation must be respected.
According to a letter of gift dated 18th June 1980, the Foundation has been entrusted with a number of rights from the founder regarding literary material, etc. The Foundation shall take care of the rights in accordance with the letter of gift. The letter of gift is attached as Appendix A to the statutes.
Only with the consent of the Foundation Authority may the Foundation undertake or contribute to extraordinary measures that may result in the risk that the statutes cannot be complied with or that the Foundation will not be able to continue existing.
For its activities, the Foundation is obliged to interpret these statutes in accordance with the laws of the Martinus Institute of Spiritual Science, as they are commented on and prepared in cooperation with the founder. The Martinus Institute of Spiritual Science’s laws of 25th May 1982 with the Council’s comments are therefore an important document in the work of executing the will of the founder. The laws are attached to the statutes as Appendix B.
The laws of the Martinus Institute of Spiritual Science also state that the members who are signatories to the laws can decide for themselves when they leave the board. The only remaining member to have these rights is Willem-Jan Kuijper. The laws also provide for the appointment of persons with the longest seniority as chairperson.
The laws also provide for the appointment of persons with the longest seniority as chairperson. As this is not in accordance with the Law for Commercial Foundations, this is not provided for in the statutes. The constitution of the Board may be laid down in rules of procedure.
- 11 Amendments to statutes and dissolution
The board, acting by a majority of at least two thirds of all members of the board, may propose amendments to the statutes. These amendments must be approved by the Foundation Authority before they can take effect.
No amendments may be made to §3(2) to (5), §§ 4, 5 and 11.
The Foundation may be dissolved only by unanimous decision in the entire board, cf. however, the Law for Commercial Foundations in force at any time.
Upon dissolution of the Foundation, all Foundation resources shall be distributed in accordance with the aims set out in § 5.
In no case may the property, in whole or in part, be transferred to any of the Foundation’s contributors or to the personal property of anyone else.
Any decision under this paragraph shall be approved by the Foundation Authority.
Last modified at the meeting of the Board on 10th December 2017.
Willem Johannes Kuijper
Jacob Kølle Christensen