ARTICLES OF THE ASSOCIATION “FRIENDS OF THE OLD CITY OF ALEPPO”
§ 1 Name, registered office, financial year
The association shall bear the name “FREUNDE DER ALTSTADT VON ALEPPO” and shall be entered in the register of associations; after registration, it shall bear the addition “e. V.”.
The association shall have its registered office in Stuttgart.
The Association’s financial year is the calendar year.
§ 2 The purpose of the association
The purpose of the association is the preservation and reconstruction of the old town of Aleppo. The association realizes this purpose in particular through conceptual, practical and awareness-raising measures and – as a fundraising body – through financial support from third parties.
The association pursues exclusively charitable purposes within the meaning of the section “Tax-privileged purposes of the German Tax Code”.
The statutory purpose is realized in particular through the following measures:
– Supporting the preservation of the status of the old city of Aleppo as a UNESCO World Heritage Site.
– Conceptual support for the reconstruction of the historic old town, e.g. through scientific studies, documentation or planning concepts. The measures can also relate to the context of the entire city of Aleppo, taking into account its character-defining urban structure and incorporating forward-looking aspects of economically, socially and ecologically sustainable, e.g. climate-friendly and energy-efficient urban development.
– Material and non-material support for residents of the houses in the old town of Aleppo in the restoration of their substance and culturally sensitive reconstruction through self-help; assistance in coordinating the restoration and reconstruction measures. The support can also include humanitarian measures and measures to clear explosive ordnance.
– Support and promotion in the preservation and safeguarding of the tangible and intangible cultural heritage of the old city of Aleppo, in particular traditional crafts.
– Educational work in the areas of education, cultural awareness and cultural identity as well as civil conflict management.
– Educating the German and international public about preservation and reconstruction, e.g. through publications, public events and networking between academic institutions, practitioners, public bodies, civil society organizations and those affected.
– Work with the Syrian diaspora.
– Cooperation with and idealistic and financial support of scientific institutions, domestic and foreign private and public bodies and international organizations as well as civil society organizations that promote the purpose of the association.
The association may establish branch offices
The association is selflessly active; it does not pursue any commercial purpose of its own. The Association’s funds may only be used for the purposes set out in the Articles of Association.
Members do not receive any profit shares and, in their capacity as members, do not receive any 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.
If the association is dissolved or its previous purpose ceases to exist, the assets of the association shall be transferred to the German Red Cross Association, which must use them directly and exclusively for charitable and benevolent purposes.
All holders of association offices work on a voluntary basis. Any resolution to amend the articles of association must be submitted to the responsible tax office before registration with the registration court.
§ 3 Acquisition of membership
Any natural or legal person may become a member of the Association. The Board of Directors shall decide on the written application. The application should include the name, age, profession and address of the applicant.
The applicant may lodge an appeal against the rejection decision of the Board of Directors, which must be accompanied by reasons. The appeal must be submitted in writing to the Board of Directors within one month of receipt of the negative decision. The next ordinary general meeting shall decide on the appeal.
§ 4 Termination of membership
Membership ends
a. with the death of the member;
b. by voluntary resignation;
c. by removal from the list of members;
d. by exclusion from the association.
Voluntary resignation is effected by written declaration to a member of the Executive Board. It is only permitted at the end of a calendar year, subject to a notice period of three months.
A member may be removed from the membership list by resolution of the Executive Board if he/she is in arrears with the payment of the membership fee despite two reminders. The removal may only be decided after three months have elapsed since the second reminder was sent and the membership fee debt has not been settled. The member must be informed of the deletion.
If a member has grossly violated the interests of the Association, he or she may be expelled from the Association by resolution of the Executive Board. Before the resolution is passed, the member must be given the opportunity to justify his or her actions in person before the Executive Board or in writing, setting a reasonable deadline. A written statement by the person concerned must be read out at the Board meeting. The decision to expel the member must be accompanied by reasons and notified to the member by registered letter. The member has the right of appeal to the General Meeting against the Board of Directors’ decision to expel. The appeal must be lodged in writing with the Executive Board within one month of receipt of the exclusion decision. If the appeal is lodged in good time, the Board of Directors must convene the General Meeting within two months to decide on the appeal. If this is not done, the exclusion resolution shall be deemed not to have been passed. If the member does not make use of the right to appeal against the exclusion resolution or misses the appeal deadline, he or she submits to the exclusion resolution with the consequence that the membership is deemed to be terminated.
§ 5 Membership fees
Members are required to pay membership fees. The amount of the annual membership fee and its due date shall be determined by the General Meeting.
Honorary members are exempt from the obligation to pay contributions.
§ 6 Bodies of the association
The bodies of the association are
a. the Executive Board
b. the General Meeting
§ 7 The Executive Board
The Executive Board of the Association consists of five persons, namely the Chairman, the Deputy Chairman, the Second Deputy Chairman, the Treasurer and the Secretary.
The Association shall be represented in and out of court by two members of the Executive Board, including the Chairman or a Deputy Chairman. The approval of the treasurer is required for legal transactions exceeding EUR 500.
§ 8 Responsibility of the Executive Board
The Executive Board is responsible for all matters of the Association, unless they are assigned to another body of the Association by the Articles of Association. It has the following tasks in particular:
- preparing the general meetings and drawing up the agendas;
- convening the general meeting;
- implementing the resolutions of the General Meeting;
- drawing up a budget for each financial year; bookkeeping; preparing an annual report;
- passing resolutions on the admission, deletion and exclusion of members.
§ 9 Term of office of the Executive Board
The Board of Directors shall be elected by the General Meeting for a term of two years from the date of election; however, it shall remain in office until a new Board of Directors is elected. Each member of the Executive Board shall be elected individually. Only members of the association are eligible for election. If a member of the Board of Directors resigns during the term of office, the Board of Directors shall elect a replacement member for the remaining term of office of the resigning member.
§ 10 Resolutions of the Executive Board
The Board of Directors generally passes its resolutions in Board meetings, which are convened in writing or electronically by the Chairman or, if he is unable to do so, by the Deputy Chairman or Second Deputy Chairman. In any case, a notice period of one week must be observed. No notification of the agenda is required. The Board of Directors is quorate if at least three members of the Board of Directors, including the Chairman or a Deputy Chairman, are present. Resolutions are passed by a majority of the valid votes cast. In the event of a tie, the chair of the Board meeting has the casting vote. The meeting of the Board of Directors is chaired by the Chairman or, if he is unable to attend, by a Deputy Chairman.
The resolutions of the Board of Directors must be recorded in informal minutes for evidentiary purposes. The minutes should include the time and place of the Board meeting, the names of the participants, the resolutions passed and the result of the vote.
A Board resolution can be passed in writing if all Board members declare their consent to the regulation to be adopted.
It is not permitted to combine several Executive Board offices in one person.
§ 11 The General Meeting
Each member – including honorary members – has one vote at the General Meeting. Another member may be authorized in writing to exercise the right to vote. The authorization must be issued separately for each General Meeting. However, a member may not represent more than three third-party votes.
The General Meeting is exclusively responsible for the following matters:
- approving the budget drawn up by the Board of Directors for the next financial year. Acceptance of the annual report of the Executive Board. Discharge of the Executive Board.
- determining the amount and due date of the annual membership fee
- election and dismissal of members of the Executive Board.
- passing resolutions on amendments to the Articles of Association and on the dissolution of the Association.
- passing resolutions on appeals against the rejection of an application for membership and on appeals against an exclusion decision by the Board of Directors.
- appointment of honorary members.
In matters that fall within the remit of the Board of Directors, the General Meeting may make recommendations to the Board of Directors. For its part, the Executive Board may seek the opinion of the General Meeting on matters within its area of responsibility.
§ 12 Convening the General Meeting
The Annual General Meeting shall be held at least once a year, if possible in the last quarter. It shall be convened by the Board of Directors in writing or electronically with four weeks’ notice, stating the agenda. The notice period begins on the day following the dispatch of the invitation letter. The letter of invitation is deemed to have been received by the member if it is sent to the last address given to the association in writing by the member. The agenda is set by the Executive Board.
§ 13 Resolutions of the General Meeting
The General Meeting is chaired by the Chairman or, if he is unable to attend, by a Deputy Chairman or another member of the Board of Directors. If no member of the Executive Board is present, the meeting shall appoint the chairperson. In the case of elections, the chairing of the meeting may be delegated to an election committee for the duration of the ballot and the preceding discussion.
The chair of the meeting determines the type of voting. The vote must be conducted in writing if one of the voting members present at the vote so requests.
The General Meeting is not open to the public. The chairman of the meeting may admit guests. The General Meeting decides on the admission of the press, radio and television.
The General Meeting is quorate regardless of the number of members present. This must be indicated in the invitation. Only items on the agenda may be discussed or decided upon.
The General Meeting generally passes resolutions by a simple majority of the valid votes cast; abstentions are therefore not taken into account. However, a majority of three quarters of the valid votes cast is required to amend the Articles of Association, and a majority of four fifths is required to dissolve the Association. A change to the purpose of the association can only be resolved with the consent of all members. The written consent of members not present at the General Meeting can only be declared to the Board of Directors within one month.
The following applies to elections: If no candidate has achieved a majority of the valid votes cast in the first ballot, a run-off election shall take place between the candidates who have achieved the two highest numbers of votes.
Minutes must be taken of the resolutions of the General Meeting, which must be signed by the respective chairman of the meeting and the keeper of the minutes. It should contain the following information: The place and time of the meeting, the person chairing the meeting and taking the minutes, the number of members present, the agenda, the individual voting results and the type of vote. In the case of amendments to the Articles of Association, the exact wording should be stated.
§ 14 Subsequent motions to the agenda
Any member may submit a written request to the Board of Directors no later than one week prior to the date of the General Meeting for additional items to be added to the agenda. The chairman of the meeting must add to the agenda accordingly at the beginning of the General Meeting. The General Meeting shall decide on motions to add items to the agenda that are not submitted until the General Meeting. A majority of three quarters of the valid votes cast is required to accept a motion.
§ 15 Extraordinary general meetings
The Executive Board may convene an extraordinary general meeting at any time. This must be convened if the interests of the association so require or if a quarter of all members request it in writing from the Executive Board, stating the purpose and reasons. Sections 11, 12, 13 and 14 apply accordingly to the extraordinary general meeting.
§ 16 Dissolution of the association and right of dissolution
The dissolution of the association can only be decided in a general meeting with the majority of votes specified in § 13. Unless the general meeting decides otherwise, the chairman and a deputy chairman are jointly authorized liquidators. The above provisions shall apply accordingly in the event that the association is dissolved for any other reason or loses its legal capacity.
The right of succession is determined in accordance with § 2.
The above Articles of Association were drawn up at the founding meeting on June 22, 1990. Amendments were adopted at the general meetings on 11.12.2009 and […].
Berlin Stuttgart Summer 2019