Statute of the organization “Weltherz”
§1 Name, registered office and financial year
- The organization has the name: Weltherz.
- The organization is based in Munich.
- The financial year of the organization is the calendar year.
- The organization is to be entered in the register of associations and then bears the suffix “e.V.”.
§2 Purpose of the organization and non-profit status
- The purpose of the organization is the promotion and implementation of development cooperation and charity projects.
- The purpose of the organization is especially realized by
- the maintenance and promotion of the Tanzanian children’s home “Hope Home Orphanage” in Boma Ng’ombe and the construction of a new residential facility for the children’s home;
- promoting the individual development of children and young people, in particular support for attending educational institutions through individual sponsorships and related financing of school fees and materials, primarily in Africa;
- the development, financing or implementation of situation-related project support or implementation at home and abroad, for example through the establishment of schools and kindergartens and a reception facility for girls and young women to prevent female genital mutilation and the construction of water supply facilities (wells), primarily in Africa.
- The fulfilment of the statutory purposes shall be made possible by suitable means from membership fees, levies, donations, subsidies and other contributions.
- The organization pursues exclusively and directly non-profit purposes in the sense of the section “tax-privileged purposes” of the Tax Code in the currently valid version.
- The organization is selflessly active; it does not primarily pursue its own economic purposes.
- Funds of the organization may only be used for statutory purposes. The members of the organization do not receive any benefits from the organization’s funds.
- No person may benefit from expenses that are not in line with the purpose of the organization or from disproportionately high remuneration.
- The association is politically and ideologically neutral.
- Members of the organization may be natural persons and legal entities who are willing to promote the purpose of the organization.
- The organization consists of active and supporting members as well as honorary members.
- The application for membership is to be sent in writing or by e-mail to the known address of the organization to the board, which decides on membership without accountability. The rejection of an application for admission must be communicated in writing or by e-mail.
- Acceptance of active membership is subject to the approval of the Executive Board. It becomes valid from personal participation in a general meeting, unless otherwise decided by the board.
- Unless otherwise stated, the sponsoring membership is valid as of acceptance of the application by the board and fulfilment of all requirements.
- Changes from active to sponsoring membership should be notified in writing to the board at least one week after dispatch of the invitation to the next general meeting. The change from promotional to active membership will be handled as a new application for membership.
- Membership ends upon the death of a member, by expulsion or by resignation from the association. Resignation is permissible subject to a notice period of 4 weeks to the end of the respective financial year. It must be declared to the board in writing or by e-mail to the organization’s known e-mail address. In the case of legal entities, membership also ends with the loss of legal capacity.
- The suspension of a member with immediate effect and for an important reason can be pronounced by the board if the member is in arrears with the payment of the membership fee despite two reminders or grossly violates the statutes, regulations, the purpose of the statutes or the interests of the organization. The member must be given the opportunity to justify the allegations made in writing to the members of the organization, setting a deadline of two weeks. The next general meeting decides on the expulsion or reactivation of the suspended member.
- Upon termination of membership, for whatever reason, all claims from the membership expire. A return of contributions, donations or other support services (such as time and material donations or other work not regulated by contract) is generally excluded. This shall not affect the organization ‘s claim to outstanding contribution claims.
- The participants of the founding meeting can freely decide on their membership status.
§4 Membership fees
All members of the organization have to contribute to the organization. For the amount of the annual membership fees, funding amounts, admission fees and levies, the respective valid membership fee regulations, which are decided by the general meeting, are decisive.
§5 Rights and duties of the members
- Active members participate directly in the organization. They have the right to vote at the general meetings. Active members have the right to submit motions to the board and the general meeting and demand an account of their decision.
- Supporting members generally do not actively participate in the organization, but support or promote it in an appropriate manner. They can attend the general meetings after registration, but have no voting rights at them. In exceptional cases, the general meeting may grant supporting members the right to vote. Supporting members may submit applications to the board and the general meeting, which may be rejected without justification.
- Honorary members can be any natural person or legal entity that has rendered outstanding services to the organization. Honorary membership is decided by the general meeting. Honorary members have the right to participate and vote in the general meeting, are exempt from paying membership fees and agree to the statutes.
- Every member has to follow the current membership fee regulations. The disregard of the membership fee regulations is to be regarded as a violation of the statutes.
- Each member is obliged to support and represent the organization and its purpose internally and externally in a proper manner.
§6 Organs of the organization
Organs of the organization are the general meeting and the board.
§7 The General Meeting
- The supreme body of the association is the general meeting.
- The general meeting has in particular the following tasks:
a) Approval of the budget for the coming financial year
b) Acceptance of the report of the board and its discharge
c) Election of the board
d) Determination of the amount of the membership fee
e) Resolutions on amendments to the statutes and dissolution of the organization
f) Decisions on the appeal of a member against expulsion by the board.
- An ordinary general meeting shall be convened by the board of the organization as required, but at least once per business year. The invitation shall be issued one month in advance in writing by the board with the announcement of the provisionally determined agenda to the last known membership address of the organization. If within one week more than half of the members submit in writing a date shift with agreement on a suitable alternative date, this must be accepted by the board.
- Applications of the members for the agenda have to be submitted in writing to the board of the organization at least one week before the general meeting. Subsequently submitted agenda items must be communicated to the members in time before the beginning of the general meeting. Later motions, as well as motions made during the general meeting (“urgent motions”), must be put on the agenda if the majority of the members with voting rights present at the general meeting agree to the motion.
- The board has to convene an extraordinary general meeting immediately if the interest of the organization requires it or if the board demands in writing the convening of at least one third of the members entitled to vote, stating the purpose and the reasons.
- The participation in the general meeting is possible personally, in authorized representation and via Internet conference.
- Resolutions of the general meeting are recorded in minutes within 2 weeks after the general meeting and signed by two board members. The minutes may be inspected by any member and shall be made available to any member in an appropriate manner.
- The general meeting may issue its own rules of procedure.
§8 Voting rights and quorum of the general meeting
- All active and honorary members are entitled to vote. Each member entitled to vote has one vote.
- Every general meeting has a quorum regardless of the number of members present.
- The resolutions of the general meeting are passed with a simple majority. Proxy voting is possible by written power of attorney. Abstentions are not taken into account. In the event of a tie, the motion submitted is deemed rejected.
- Votes in the general meeting are open unless the applicant or the majority expressly request a secret ballot.
- For amendments to the statutes and resolutions to dissolve the organization, a three-quarters majority of the voters present is required. A change in the purpose of the organization can be determined by a three-quarters majority of all members entitled to vote.
§9 Board of Management
- The executive committee in the sense of §26 BGB consists of at least two and at most four persons.
- The board is elected for two years. After expiry of this period, the members of the board remain in office until their successors take office. Board members can be re-elected indefinitely. The election may be accepted in writing in advance. The term of office of the previous board ends with the regular election of the new board, insofar as it has been duly discharged.
- The board is responsible for the work of the organization. It may adopt its own rules of procedure and may distribute specific tasks among its members or set up committees to deal with or prepare them.
- The board represents the organization in and out of court. Each member of the board is individually authorized to represent the company./li>
- Board resolutions are passed by a simple majority at board meetings, which are convened by the chairman in text form with a notice period of one week. The board has a quorum if at least two members of the board are present. In the event of a tie, the proposal is deemed rejected. A resolution of the board may be passed in writing, by e-mail, telefax or by telephone, waiving formalities and deadlines, if all members of the board agree to this. Resolutions of the board must be recorded in writing and signed by at least two members of the board.
- If a board member leaves before the end of the election period, the board is entitled to appoint a temporary board member or to transfer the board office to another board member. In this way, certain board members remain in office until the next general meeting.
- The board members are only liable to the organization for grossly negligent or deliberately committed breaches of duty.
§10 Cash auditors
- An auditor is to be elected for a period of one year at the annual members’ meeting.
- The cash auditor has the task of checking invoice documents as well as their correct accounting and the use of funds and in particular of determining the use of funds in accordance with the statute oft he organization and tax regulations. The audit does not extend to the appropriateness of the tasks performed by the board. The cash auditor has to inform the general meeting about the result of the cash audit.
§11 Dissolution of the organization
- The dissolution of the organization is decided by the general meeting with a majority of three quarters of the votes cast.
- Unless the general meeting decides otherwise, the board members act as liquidators with sole power of representation.
- If the association is dissolved or the tax-privileged purposes cease to apply, the association’s assets shall be transferred to a legal entity under public law or another tax-privileged body for the purpose of use for the education, upbringing and assistance of persons in need within the meaning of § 53 AO 1977. The general meeting determines the recipient together with the resolution according to § 11 para. 1.
- Resolutions on the future use of assets may only be implemented with the approval of the tax office.
§12 Final clauses
- The board within the meaning of § 26 BGB is authorized to make any formal or editorial changes to the statute of the organization that may become necessary at the request of the Financial or Local Court.
- Should individual provisions of the statute of the organization or a future provision included therein prove to be wholly or partially invalid or impracticable, this shall not affect the validity of the remaining provisions of the statute of the organization. In such a case, the invalid or impracticable provision is to be reinterpreted or supplemented by resolution of the members as far as possible in such a way that the purpose intended with the invalid provision is achieved taking into account the legal provisions. The same shall apply if a loophole in the statute of the organization requiring amendment becomes apparent during the implementation of the Articles of Association.
- Electronic signatures are considered valid.
§13 Entry into force
These statutes will enter into force by resolution of the founding meeting on 21 October 2017.
Please note that the German version if these statutes ist the legally binding version.