Statutes of the non-profit association “Inros Lackner hilft e. V.”

Translation from the legally binding German original

1 Name, registered office, business year

1.1 The association bears the name "Inros Lackner hilft" and should be entered in the appropriate register of associations. Following this registration, the letters “e. V." are to be added to the name.

1.2 The association has its registered office in Rostock, Germany.

1.3 The association's business year is the calendar year.

2 Purpose of the association

2.1 The purpose of the association is to provide financial support for humanitarian aid projects in the areas of healthcare and hygiene, nurturing and education, disaster prevention and development cooperation, in countries with low to medium incomes.

2.2 The association pursues exclusively and directly charitable purposes within the meaning of the section “Steuerbegünstigte Zwecke” (tax-privileged purposes) of the German tax code.

2.3 The purpose in accordance with these Statutes shall be achieved through the following measures in particular:

  1. Collection of donations for the carrying out of aid projects,
  2. Promotion of the aid projects,
  3. Financing the aid projects,
  4. Influencing the implementation of the aid projects.

2.4 The association is a non-profit one; it does not primarily pursue economic purposes.

2.5 The association's funds may only be used for purposes in accordance with these Statutes. The association’s members do not receive any profit shares, and in their capacity as members receive no other benefits from the association's funds. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

2.6 All of the association’s office holders provide their services on a voluntary, unsalaried basis. Any decision to amend these Statutes must be submitted to the responsible tax office before it is notified to the registration office.

3 Gaining membership

3.1 Any natural person of legal age, or any legal entity, can become a member of the association.

3.2 The Board of Directors makes the decisions in relation to applications, which must be submitted in writing.

4 Termination of membership

4.1 Membership ends

  1. with the death of the member – or in the case of legal entities, with their discontinuation;
  2. through voluntary resignation;
  3. through removal from the list of members;
  4. by expulsion from the association.

4.2 Voluntary resignation takes place by means of a written declaration to a member of the Board of Directors. It is only permitted to take effect at the end of a calendar year after a notice period of at least three months.

4.3 A member can be removed from the list of members by resolution of the Board of Directors if the member remains in arrears with the payment of the membership fee despite two reminders. The termination of membership may only be concluded after three months have passed since the second reminder was sent and the owed membership fees have still not been paid. The member is to be informed of the termination.

4.4 If a member has grossly violated the association’s interests, the Board of Directors may decide to expel the member from the association. Before the decision is made, the member shall be given the opportunity, having set a reasonable deadline, to provide justification to the Board of Directors, personally or in writing. The member may be supported in this by an associate who need not be a member of the association. A written statement by the person concerned shall be read out at the Board meeting. The formal decision to expel the member must be given with reasons and notified to the member by registered letter. The member shall have the right to appeal to the General Assembly against the expulsion decision of the Board of Directors. The appeal has a suspensive effect. The appeal must be submitted in writing to the Board within a period of one month from receipt of the expulsion notification. If the appeal is filed in good time, the Board of Directors shall call a General Assembly within two months to decide on the appeal. If this does not happen, the expulsion notification is deemed not to have been issued. If the member does not exercise the right to appeal against the expulsion decision or fails to meet the deadline for appeal, the member is subject to the expulsion decision with the result that the membership is deemed to have ended.

5 Membership fees

5.1 Membership fees are charged to members. The amount of the annual fee and its due date are determined by the General Assembly.

6 Organs of the association

6.1 The organs of the association are the Board of Directors and the General Assembly.

7 Board of Directors

7.1 The Board of the association consists of the Chairperson, his/her Deputy, and the Treasurer.

7.2 The Chairperson, his/her Deputy and the Treasurer each represent the association individually.

7.3 The Board of Directors is responsible for the association’s affairs insofar as these are not assigned by these Statutes to another organ of the association. Its main tasks are:

  1. Preparation of General Assembly meetings and their agendas;
  2. Calling for General Assembly meetings;
  3. Execution of the resolutions of General Assembly meetings;
  4. Preparation of a budget for each financial year, accounting; Preparation of an annual report;
  5. Conclusion and termination of service and employment contracts;
  6. Making decisions relating to admission, removal from membership list and expulsion of members.

7.4 The Board of Directors is elected by the General Assembly for a period of two years from the date of election; however, the Board remains in office until a subsequent new Board has been elected. If a member of the Board vacates his/her position during the term of office, the Board elects a replacement for the remaining term of office.

7.5 The Board of Directors generally makes its decisions in Board meetings, which are called for in writing by the Chairperson or, if he/she is unable to do so, by his/her Deputy. In any case, a notice period of one week shall be observed.

A notification of the agenda is not required. The Board has a quorum if at least two Board members are present. The majority of the valid votes cast decides each resolution. In the event of a tie, the Chairperson's vote decides; if he/she is unable to vote, the Deputy Chairperson’s vote decides. The Board meeting is chaired by the Chairperson or, if he/she is unable to do so, by his/her Deputy. The resolutions of the Board of Directors are to be recorded in writing and signed by the Chairperson – or, if he/she is unable to do so, by his/her Deputy – and by the person that wrote the minutes of the meeting. The minutes should include details of the place and time of the meeting, the names of the participants, the resolutions passed and the results of any votes.

7.6 A Board meeting can also be held by telephone or equivalent or by video conference. In any case, however, a record of the meeting must be made in accordance with Section 7.5 of these Statutes.

8 General Assembly

8.1 Each member has one vote in the General Assembly. Another member may be authorised in writing to exercise one’s voting rights. The authorisation must be given separately for each General Assembly meeting. However, a member may not represent more than three other members.

8.2 Association members may also take part in the General Assembly meeting without being physically present, namely by telephone or equivalent or by video conference. Voting is also permitted by submitting the vote to the Board in writing.

8.3 The General Assembly is exclusively responsible for the following matters:

  1. Approval of the budget prepared by the Board of Directors for the next financial year; Receipt of the Board's annual report; Approval of the actions of the Board;   
  2. Determination of the amount and the due date of the annual membership fee;
  3. Election and dismissal of the members of the Board of Directors;
  4. Resolutions relating to amendments to the Statutes and to dissolution of the association;
  5. Decisions about projects to be funded;
  6. Decisions relating to complaints about the rejection of applications for membership and relating to appeals against expulsion decisions of the Board of Directors.

8.4 In matters that fall within the area of ​​responsibility of the Board of Directors, the General Assembly can make recommendations to the Board of Directors.

9 Calling of ordinary General Assembly meetings

9.1 The ordinary General Assembly meeting takes place once a year. It is called by the Board of Directors in writing, with a notice period of two weeks, stating the agenda and giving details of the ways in which members may participate. A member is deemed to have received an invitation if it has been sent in due time to the last address provided by the member in writing to the association (postal address, fax connection, e-mail address).

9.2 The agenda must be announced when the meeting is called. Up to one week before the day of the General Assembly meeting, any member can request the Board of Directors in writing that further items be added to the agenda. The chair of the meeting shall add such items accordingly to the agenda at the beginning of the General Assembly meeting. No more requests to add to the agenda can be made at the meeting.

10 Resolutions of the General Assembly

10.1 The General Assembly meeting is chaired by the Chairperson of the Board of Directors or, if he/she is unable to do so, by his/her Deputy or the Treasurer. If no Board member is present, the Assembly appoints a chair for the meeting. In the case of elections, the chairing of the meeting may be assigned to an election committee for the duration of the ballot and the preceding discussion.

10.2 A meeting secretary – who may be a non-member of the association – is appointed by the chair of the meeting to write minutes of the meeting.

10.3 The General Assembly meeting is not public. The chair of the meeting may allow guests to attend.

10.4 The General Assembly has a quorum if at least a quarter of all association members participate. If this number is not reached, the Board is obliged to convene a second General Assembly meeting within four weeks. This second meeting has a quorum regardless of the number of participating members – a point which must be indicated in the invitation.

10.5 The General Assembly takes its decisions with a simple majority of the valid votes cast; abstentions are disregarded. A majority of three quarters of the valid votes cast is required to change the Statutes or to dissolve the association.

10.6 The following applies to elections: If in the first ballot none of the candidates receives a majority of the valid votes cast, a runoff ballot is held between the candidates who received the two highest numbers of votes. In the event of a tie, the winner is decided by drawing lots.

10.7 Minutes are to be taken of the resolutions of the General Assembly meeting, which are to be signed by the chair of the meeting and the secretary that wrote the minutes. These should contain the following details: the place and time of the meeting, the names of the chair of the meeting and the secretary that took the minutes, the number of participating members and their type of participation, the agenda, the individual voting results, the type of voting and, if applicable, the votes submitted to the Board in writing. In the case of amendments to the Statutes, the wording of the amended provisions should be included in the minutes.  

11 Extraordinary General Assemblies

11.1 The Board of Directors can call an extraordinary General Assembly meeting at any time. This must be convened if the interests of the association so require or if a quarter of all members ask the Board in writing to call a meeting, stating the purpose and the reasons. Clauses 8 to 10 of the Statutes apply to the extraordinary General Assembly meeting as appropriate.

12 Dissolution of the association and entitlement to assets

12.1 The dissolution of the association can only be decided in a General Assembly meeting. Unless the General Assembly decides otherwise, the Chairperson and his/her Deputy shall be jointly authorised liquidators; this applies accordingly in the event that the association is dissolved for another reason or loses its legal capacity.

12.2 If the association is dissolved or if tax-privileged purposes cease to exist, the association's assets transfer to Ingenieure ohne Grenzen e.V., Grüner Weg 11, 35041 Marburg, Germany – which is included in the register of associations of the Marburg District Court on register sheet VR 2150, and which shall be required to use the assets directly and exclusively for non-profit, charitable or church purposes. The distribution of assets may only take place with the approval of the responsible tax office.  

12.3 The above provisions apply accordingly if the association loses its legal capacity.