§ 1
(1)
The Association shall be named
“Wir für Ruanda e.V”
(Action Central Africa)
(2)
The Association is registered in:
52525 Heinsberg,
Zedernstr. 12
Tel./Fax: 02453 –1484
§ 2
Structure and Objectives
(1)
The Association shall exclusively promote charitable and community
objectives.
(2)
The objective of the Association is the unbureaucratic and direct
support of projects abroad concerned with
1.
the preservation of life through immediate remedial measures and the
provision of goods to improve basic living conditions eg., food, blankets,
plans, etc.
2.
medical care and advice
3.
school education and training
4.
agriculture, forestry and livestock management
5.
housing and transport
for the people of Ruanda, for Ruandan refugees in neighbouring
countries and for the citizens of these countries, that have been adversely
affected by the Ruandan refugee crisis.
(3)
The assistance shall be provided irrespective of the tribal, religious
or nationality of the recipients and shall be provided having regard to the
socio-cultural conditions of the people.
(4)
The support of similar projects in other African countries having a
comparable situation is specifically not ruled out.
(5)
The Association supports an organised network of professional,
development and catastrophe assistance in Germany, in relation to the support
measures contained in § 2 above. The existing regional location in the district
of Heinsberg shall remain of particular importance in this respect.
(6)
The financial resources required to fund the Association’s objectives
shall come from membership dues, grants and donations.
(7)
The Association may use its financial resources in a tax effective
manner through the establishment of another company form having the same
objectives.
§ 3
Charitable Purpose
The Association is a charitable organisation. The Association is not
primarily concerned with making profit for its own use.
§ 4
Allocation of Funds
(1)
The resources of the Association shall only be used for the promotion
of its objectives as defined in the Articles of Association. Members are not
permitted to receive any funds of the Association.
(2)
No compensation shall be provided to any person for any purpose other
than the objectives of the Association, or in an amount that is not
proportionate.
§ 5
Refund of Expenses
(1)
Members authorised to act on behalf of the Association, shall have
expenses incurred refunded. Expenses that exceed DM 500.00, shall first be
approved by the Board prior to being incurred.
(2)
Expenses claimed by a Member shall be detailed individually and
evidenced by a receipt. The reimbursement application shall be submitted to the
Board in writing prior to the end of the respective financial year.
(3)
The Board shall decide in relation to the reimbursement application.
§ 6
Financial Year
The financial year shall be the calendar year.
§
7
Eligibility for Membership
(1)
Association members may be natural persons or legal entities.
(2)
A membership application submitted to the Board is a prerequisite for
membership. In cases of limited legal competency, particularly in relation to
minors, the membership application shall be signed by the legal guardian or
representative. The legal representative is committed to pay the membership
dues for the person of limited legal competency.
(3)
The Managing Director shall decide upon the admission of a member.
§ 8
Termination of Membership
(1)
Membership shall terminate, in the case of natural persons by death, in
the case of legal entities through dissolution, resignation of exclusion from
the Association.
(2)
Members shall be excluded from the Association if they
1.
Breach the Articles of Association of the Association in a serious
manner
2.
Fail to pay membership dues.
(3)
A decision concerning exclusion of a Member shall be made by the
Members Meeting by way of a simple majority (§ 20, 4).
§ 9
Membership Dues
(1)
The amount and due date of application fees, yearly membership dues and
other dues shall be determined by the Members Meeting.
(2)
The Managing Director may in special circumstances decide to reduce or
to postpone any fees, dues or other levies in whole or in part.
§
10
Organs of the Association
Organs of the Association are the Board, the Members Meeting and the
Advisory Council.
§ 11
The Board
(1)
The Board consists of
1.
The 1 Director
2.
The 2 Director
3.
The 1 Treasurer
4.
The 2 Treasurer
5.
The 1 Secretary
6.
The 2 Secretary and
7.
The 4 Assistant
(2)
The Managing Board consists of
1.
The 1 Director
2.
The 2 Director and
3.
The 1 Treasurer
These people are the Managing Board as provided for by § 26 BGB (German
Civil Code)
(3)
The 1 Director shall represent the Association in court and out of
court in all Association matters governed by the Articles of Association. If
the 1 Director is not present, the 2 Director shall represent the Association
in court and out of court in all Association matters governed by the Articles
of Association.
(4)
The 1 Secretary is primarily responsible for preparing the Minutes if
the Members Meeting and the Board. An additional duty is the support of the 1
Director in the daily business of the Association.
(5)
The 1 Treasurer is responsible for the proper management of accounts
and records concerning the business activities of the Association.
(6)
The Board has the right to be advised by experts in development and
catastrophe assistance, as part of the decision making process.
§
12
Responsibilities of the Board
(1)
The Board is responsible for all matters concerning the Association,
provided that the Articles of Association have not delegated this matter to
another Organ of the Association. The Board has the following responsibilities
in particular:
1.
Implementation of Members Meeting resolutions;
2.
Preparation of the Annual Report and Financial Statements;
3.
Proper administration and allocation of Association resources;
4.
Selection of projects to receive assistance;
5.
Election of members of the Advisory Council.
(2)
The Managing Board has the following responsibilities:
1.
Preparation, calling and management of the ordinary and extraordinary
Members Meetings including formulation of the Agenda;
2.
Preparation and calling of Board Meetings;
3.
Management of ordinary daily business;
4.
Acceptance of Association Members.
(3)
The Board shall meet a minimum of once in each quarter year.
§
13
Election and Tenure of the Board
(1)
The Board shall be elected by the Members Meeting for a period of three
years from the date of the election. The Board shall however, remain in office
until the election of a new Board occurs.
(2)
Each Board Member shall be voted for individually. Only members of the
Association are eligible to be Board Members. Upon termination of membership of
the Association, the tenure as a Board Member shall also terminate.
§
14
Meetings
and Resolutions of the Board
(1)
The Board shall pass resolutions at Meetings called by the Managing
Board. The notice of the meeting shall be given either in writing, by telephone
or telegram. The Agenda shall be notified.
(2)
The Board has a quorum when a minimum of five members are present. The
Board shall decide by way of a simple majority. In the event of a dead-lock,
the 1 Director, or in his absence, the Chairman of the Meeting shall have the
casting vote.
(3)
A Board resolution may be passed by way of written documentation when
two thirds of the Board Members approve of the matter contained in the Board
Resolution.
§
15
(1)
In the Members Meeting each Member shall have one vote.
(2)
The Members Meeting is responsible for the following matters:
1.
Approval of the Annual Report (Business and Financial Report) prepared
by the Board and approval of the Board;
2.
Determination of the membership dues;
3.
Election and removal of the Board;
4.
Passing of resolutions concerning amendments to the Articles of
Association and dissolution of the Association;
5.
Passing of resolutions concerning complaints against the refusal to
accept Members or the termination of Members.
§
16
Calling of Members Meetings
(1)
A minimum of once per year, wherever possible during the first quarter,
the ordinary Meeting of Members shall be held. The Board shall call the Members
Meeting haven given a minimum period of 14 days written notice of the Meeting
and the agenda. The minimum period shall commence with the day immediately
following the date contained on the written notice of the Meeting. The notice
of the Meeting shall be deemed to have been received by the Member when it was
sent to the most recent address provided by the Member to the Association in
writing. The agenda shall be determined by the Board.
(2)
The Members Meeting shall decide upon proposals made concerning changes
or amendments to the agenda.
§
17
Advisory Council
(1)
The Advosory Council shall present the objectives of the Association in
public, support the projects of the Association in every respect and advise the
Board.
(2)
The members of the Advisory Council shall be voted for by the Board.
(3)
The Advisory Council shall assume responsibility and organise itself
independently.
(4)
The Chairman of the Advisory Council shall produce an activity report
to the Members Meeting.
§
18
Auditors
The Members Meeting shall elect two auditors on an annual basis whose
function it shall be following the end of the financial year, to examine the
financial practices and to confirm the correctness of the same by way of
signature. The auditors shall inform the Members Meeting of the result of their
examination and propose that the Board actions be approved.
§ 19
Extraordinary Members Meeting
An extraordinary Meeting of Members shall be called by the Board when
deemed to be in the interest of the Association or when one tenth of Members,
which must be a minimum of ten Members, request the same in writing identifying
both the purpose and reason.
§ 20
Resolutions
of the Members Meeting
(1)
The Members Meeting shall be chaired by the 1 Managing Director, or in
his absence by the 2 Managing Director. When elections are held, an electoral
supervisor shall be appointed by the Members Meeting.
(2)
The voting procedure shall be determined by the Board. A secret ballot
must be held when one quarter of the Members present that are entitled to vote
request the same.
(3)
The Members Meeting is able to pass resolutions with the Members
present and entitled to vote.
(4)
Resolutions of the Members Meeting shall be passed by a simple majority
of valid votes; abstentions shall not be considered. An amendment to the
Articles requires a majority of two thirds of the valid votes cast. The
dissolution of the Association and a change in the objectives of the
Association require the support of two thirds of all Members present.
(5)
A candidate shall be elected when he has received more than half of the
valid votes cast. In the event that no candidate has received more than half of
the valid votes cast, a new vote between the two candidates with the most
number of votes shall be held. The candidate with the most votes shall then be
elected.
(6)
When a minimum of one Member present wishes a secret ballot in an
election, the election shall be held by way of secret ballot.
(7)
A protocol concerning Resolutions of the Members Meeting shall be
prepared by the Secretary and signed by the Managing Director.
§
21
Dissolution of the Association
(1)
The dissolution of the Association shall only be by way of a two third
majority of the valid votes cast at the Members Meeting (§ 20, 4) The
Liquidation shall be conducted by the Board. The Regulations §§ 48 ff BGB
apply.
(2)
In the case of the dissolution or termination of the Association, eg.,
through the disappearance of the existing objectives, the assets of the
Association shall be distributed with half going to the Indien-Hilfswerk e.V.,
Mühlenteichstr. 16, 52525 Heinsberg-Horst and to the Komitee Cap Anamur.
§
22
Miscellaneous
In the event that one or more of these Articles should be declared
invalid or void, the validity of the remaining provisions shall remain
unaffected.
§ 23
Commencement of Articles
The aforementioned Articles were approved by the initial meeting on
09.09.1994. They shall take effect as of the date that the Association is
registered by the local court (Amtsgericht) in Heinsberg.