United Europe Statutes

STATUTES OF THE ASSOCIATION UNITED EUROPE

AS OF 9 JANUARY 2014
 

 PREAMBLE

“United Europe” is dedicated to the understanding among nations. We promote European integration and draw up proposals to help bring about a good future for Europe and its peoples in good neighborly relations with the rest of the world.

 1. PURPOSE AND ACTIVITIES

1.1 The Association exclusively and directly pursues charitable purposes within the meaning of the Section headed “Steuerbegünstigte Zwecke” of the Abgabenordnung. The purpose of the Association is to promote an international mindset, tolerance in all cultural areas and the notion of understanding among nations. The purpose of the Association shall be fulfilled in particular through lectures, events, and workshops as well as meetings of participants from all European countries, compiling recommendations for building a good, common future in Europe.

1.2 The Association is altruistic. Its main goal is not the pursuit of profits.

1.3 The assets of the Association are the sole property of the Association. Members may not receive financial benefits from the assets of the Association.

1.4 Nobody may benefit from payments of the Association that do not match the purpose of the Association or are excessively high.

2. REGISTERED NAME, LEGAL STATUS AND FINANCIAL YEAR

2.1 The Association has the name „United Europe”.

2.2 The Association will be registered in the register of associations. Once the registration is complete, the Association shall have the name “United Europe e.V.”.

2.3 The Association works at an international level. It is registered in Hamburg.

2.4 The financial year of the Association is the calendar year.

 3. MEMBERS

3.1 Any natural person or corporate entity may become a member of the Association.

3.2 The Board decides whether membership shall be granted.

 4. TERMINATION OF MEMBERSHIP

4.1 Membership ends through

• withdrawal,
• death and dissolution respectively,
• cancellation,
• expulsion.

4.2 Resigning from membership is only possible at the end of a financial year. Notification of resignation must be received in writing three months before the end of the financial year.

4.3 Any member who does not pay arrears in his/her membership fees after having been reminded twice may have his/her name deleted from the membership register by the board. He/she must be notified in writing.

4.4 Any member of the Association who contravenes these articles, knowingly acts contrary to the resolutions of the Board or the General Assembly, or is responsible for any act likely to seriously prejudice the interest of the Association, may be expelled by the Board or the General Assembly. He/she has the right to be heard before such a decision is taken.

 5. MEMBERSHIP FEES

5.1 The Association is financed through membership fees.

5.2 The yearly fees and payment date are fixed by the General Assembly.

 6. REPRESENTATION

6.1 The common bodies of the Association are

• Board,
• General Assembly and
• Managing Directors.

6.2 The Association can be legally represented by two members of the Board. On matters that fall under the authority assigned to the Managing Directors, the Association can also be represented either by two Managing Directors or by a Managing Director together with a member of the Board.

6.3 No person may hold several positions on the Board simultaneously.

7. BOARD

7.1 Members of the Board with voting rights (one vote each) are:

• President
• up to two Vice Presidents
• Treasurer
• up to four Board Members.

The exact number of board members shall be determined by the General Assembly.

7.2 Meetings of the Board will be convened by the President who determines time and place. The President may delegate this task to the Vice President or the Managing Director. The notice convening the meeting will be sent in writing (letter, fax or e-mail) at least ten days before the meeting.

7.3 Decisions are taken by majority vote of members present. The President of the Board has a casting vote in case of tied votes.

7.4 Decisions taken by the board have to be recorded in writing. The protocol has to be signed by the chairperson of the meeting. Board meetings are chaired by the President. In his/her absence, they can be chaired by the Vice President or one of the other Board members.

7.5 The Board may take decisions by written procedure if all board members agree. Their agreement to the written procedure is considered to have been given implicitly if they agree to the proposed decision.

7.6 The General Assembly elects the members of the Board for a term of two years. If no new Board has been elected by the time that the two-year-term ends, the old Board remains in office until the new Board is elected. If a Board member leaves the Board before the end of his/her term, the Board elects a member of the association to join the Board for the remainder of his/her predecessor’s term.

 8. ROLE AND ORGANISATION OF THE ADVISORY COUNCIL

8.1 The Advisory Council advises the Board on the focus of the Association’s work.

8.2 Members of the Advisory Council are appointed by the Board.

 9. MANAGING DIRECTOR

9.1 The Board, in accordance with § 30 of the Bürgerliches Gesetzbuch, may appoint up to three special represent-atives who are empowered to act as Managing Directors of the Association and to represent the Association.

9.2 The Managing Directors shall be responsible to the Board for the general management and administration of the Association in accordance with policies and resolutions passed by the General Assembly or the Board.

 10. GENERAL ASSEMBLY

10.1 The General Assembly is the ultimate authority of the Association. At meetings of the General Assembly, every member present has one vote.

10.2 The General Assembly has the following responsibilities:

• to receive the annual reports and sign off the annual accounts,
• to approve the Board’s proposals on membership fees,
• to elect Members of the Board,
• to appoint a certified auditor where appropriate,
• to agree changes to the articles and to agree a dissolution of the Association,
• to expel any member under the circumstances referred to in 4.4.

11. CONVOCATION OF THE GENERAL ASSEMBLY

11.1 The General Assembly must meet at least once a year.

11.2 General Assembly meetings will be convened by the President who will send notice of the meeting in writing (letter, fax or e-mail) at least 20 days before the scheduled date, including the agenda and related documents. The invitation is considered to have reached a member if it has been sent to the latest address given by the member to the Association.

 12. GENERAL ASSEMBLY PROCEDURES

12.1 The President or, in their absence the Vice President of the Association or a member of the Board, will preside over the General Assembly.

12.2 Decisions will be restricted to the agenda.

12.3 Decisions will be taken by simple majority of valid votes cast by members pre-sent, except for decisions which require a qualified majority referred to in Section 14. Abstention does not count as a vote. If the vote is tied, the proposition is considered to have been rejected.

12.4 Voting is by show of hands, or, by request from one third of the voting members present, by written ballot.

12.5 The General Assembly is not open to the public. The chairperson of the meeting can decide to admit guests. The Assembly decides whether to admit the media.

12.6 Any General Assembly convened in accordance with Section 11 has a quorum independently of the number of members present.

12.7 The chairperson of the General Assembly appoints the minute taker. The minutes include all decisions taken by the General Assembly. They are signed both by the minute taker and the chairperson of the General Assembly. Minutes include the following points:

• time and place of the General Assembly,
• the names of the chairperson and the minute taker,
• the number of members present,
• the agenda of the General Assem-bly,
• votes taken,
• the voting procedure applied,
• Any change of articles including the exact wording of the article being changed.

13. EXTRAORDINARY GENERAL ASSEMBLY

13.1 An Extraordinary General Assembly may be convened either by the President after consultation with the Board, or at the written request of one fifth of the members specifying the agenda and the proposals on which votes are to be taken.

 14. AMENDMENT OF ARTICLES, DISSOLUTION OF THE ASSOCIATION

14.1 Any amendment of the Articles of the Association requires a majority of two thirds of the votes of members present at the General Assembly.

14.2 A decision to dissolve the Association requires a majority of three fourths of the votes of members present at the General Assembly. Unless the Gene¬ral Assembly decides otherwise, the President and the Vice-President will be joint liquidators authorized to represent the General Assembly. These provisions apply analogously in case the Association is dissolved for a different reason, or if it loses its legal capacity.

14.3 In case of the dissolution of the Association or in the event that its charitable purpose ceases to exist, any assets remaining after the discharge of liabilities that have not been committed to any specific purpose will be transferred to a common, public or charitable institution to be determined by the General Assembly and the recipient of the assets, with the purpose of using the assets directly and exclusively for promoting an international mind-set, tolerance in all cultural areas and the notion of international understanding.

 5. OFFICIAL LANGUAGE OF THE STATUTES, APPLICABLE LAW

15.1 The place of jurisdiction is Hamburg, Germany

15.2 In case of dispute over the meaning of any part of these statutes, the German language version prevails.

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