Articles of Association

Please note: This English translation is provided for informational purposes only. In the event of any discrepancy or inconsistency, the original German version ("Satzung") shall prevail and is the legally binding version.

§ 1 Name, Registered Office and Financial Year

The name of the Association is "Hilfe für Tororo/Uganda e.V." (Help for Tororo/Uganda Registered Association). Its registered office is in Saarbrücken, Germany.
The Association is entered in the Register of Associations maintained by the Local Court (Amtsgericht) of Saarbrücken under registration number VR 4559 and bears the designation "eingetragener Verein (e.V.)"(registered association).
The financial year shall be the calendar year.

§ 2 Purpose and Objectives of the Association

The purpose of the Association is to promote development aid and international development cooperation through the sustainable improvement of the living conditions of the economically disadvantaged rural population in the Tororo District of Uganda. This includes ensuring access to basic healthcare and affordable medical services, improving the quality of education through school sponsorship programmes, and promoting the empowerment of women.
The objectives of the Association are to provide direct material, financial and organisational assistance to people in need; to support the establishment and operation of a health centre offering preventive programmes, including maternal and child healthcare, prenatal care, family planning, hygiene education and nutritional counselling; and to provide direct material, financial and organisational support for the establishment and maintenance of a nursery school and subsequent primary and secondary education with manageable class sizes. This is intended to provide children of similar age groups with educational opportunities close to their homes while reducing the overcrowding commonly found in local classrooms.
Further objectives include the provision of school sponsorships and the promotion and support of women.
The Association exclusively and directly pursues charitable purposes within the meaning of the section "Tax-Privileged Purposes" of the German Fiscal Code (Abgabenordnung).
The purposes and objectives of the Association shall be achieved in particular through:

planning and organising project-related lectures and presentations;
organising information events and preparing appropriate informational materials;
cooperation with organisations and institutions in Germany and abroad pursuing similar objectives;
membership fees, donations and other contributions.

The Association is independent of any religious denomination and political party.
The Association operates on a non-profit basis and does not primarily pursue its own economic interests.
The funds of the Association may only be used for the purposes set out in these Articles of Association. Members shall not receive any payments or benefits from the funds of the Association solely by virtue of their membership. Reasonable reimbursement of expenses may, however, be granted in accordance with applicable legal provisions.
No person may benefit from expenditures unrelated to the purposes of the Association or from disproportionately high remuneration.
The provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetz) and the EU General Data Protection Regulation (GDPR) shall be observed.

§ 3 Membership

The Association has the following categories of membership:

a) Ordinary Membership

b) Supporting Membership

Ordinary membership is open to all natural persons, legal entities and other associations that support the purposes set out in § 2 of these Articles of Association. Supporting membership is open to all natural persons, legal entities and other associations.
Supporting members have the right to speak at General Meetings but do not have the right to vote on resolutions or decisions of the Association.
Applications for membership must be submitted in writing. Admission shall be decided by the Executive Board. Regardless of the category of membership, every member must accept these Articles of Association and pay the applicable membership fee.

§ 4 Termination of Membership, Resignation and Expulsion

Membership shall terminate:
a) by written notice of resignation submitted to the Executive Board, effective at the end of the financial year;
b) if membership fees remain unpaid for more than three months;
c) by expulsion decided by the General Meeting.
A member may be expelled by the General Meeting for good cause. Good cause shall exist where continued cooperation with the member can no longer reasonably be expected.
A motion for expulsion may be submitted either by the Executive Board or by at least ten per cent (10%) of the members.
The decision on expulsion shall be made by the General Meeting and shall require a two-thirds (2/3) majority of the members present.
A member may only be expelled if at least twenty per cent (20%) of the members entitled to vote are present at the General Meeting.

§ 5 Membership Fees and Financial Resources

The General Meeting shall determine the minimum membership fees.

Membership fees are annual fees payable in advance. Upon request, payment may also be made by direct debit.

No refund of membership fees shall be made if membership ends during the course of the financial year.

The Association shall be financed through membership fees, donations and other contributions.

§ 6 Bodies of the Association

The bodies of the Association are:

the General Meeting; and
the Executive Board.

§ 7 The General Meeting

The General Meeting is the supreme governing body of the Association.

(1) Responsibilities of the General Meeting

The General Meeting shall have the following responsibilities:

a) receiving the annual report and the report on the Association's activities;

b) electing, discharging or removing the members of the Executive Board;

c) electing the auditors;

d) making the final decision on the admission or expulsion of members;

e) determining the annual membership fee;

f) deciding on the dissolution of the Association and the use of its assets.

The General Meeting shall also decide on all other significant matters concerning the Association, unless responsibility has been assigned to the Executive Board.

Unless otherwise provided in these Articles of Association, resolutions shall be adopted by a majority of the valid votes cast.

(2) Convening and Quorum

a) An Ordinary General Meeting shall be held at least once each calendar year.

b) The General Meeting shall constitute a quorum if written notice has been given at least fourteen (14) days in advance, stating the venue, date, time and proposed agenda, and if at least ten per cent (10%) of the members are present.

Notice may be given by post or by email. All notices, communications and other correspondence required under these Articles of Association shall be sent to the most recent postal or email address provided by the member to the Association.

c) Unless otherwise provided in these Articles of Association, resolutions shall be adopted by a simple majority of the votes cast. A secret ballot shall be held if requested.

d) An Extraordinary General Meeting may be convened by at least two members of the Executive Board or by at least twenty per cent (20%) of the members, subject to the notice period and procedures set out in paragraph (2)(b).

e) If a General Meeting fails to reach a quorum, the Executive Board shall convene a new General Meeting with the same agenda, but not earlier than one month after the original meeting. The reconvened meeting shall constitute a quorum regardless of the number of members present.

f) Legal entities shall exercise their voting rights through an authorised representative, who must be designated before the start of the General Meeting.

(3) Minutes

Minutes shall be taken of every General Meeting and shall be signed by a member of the Executive Board authorised to represent the Association.

§ 8 The Executive Board

The Executive Board shall consist of a Chairperson and a Deputy Chairperson. The Board may additionally appoint a Treasurer and/or other Board Members.
At the Association's expense, the Executive Board may engage a qualified tax adviser or other member of the tax advisory profession to provide professional advice and assistance.
The Chairperson or the Deputy Chairperson shall each be individually authorised to represent the Association both in and out of court.
The Executive Board shall conduct the day-to-day business of the Association. It shall administer the Association's finances and maintain proper records of all income and expenditure. The Executive Board shall be bound by the resolutions of the General Meeting.
The Executive Board shall report on its activities to the General Meeting.
The Executive Board shall meet whenever necessary. It shall constitute a quorum if notice of the meeting has been given at least two days in advance and at least two members of the Executive Board are present.
If a meeting is not quorate, a second meeting shall be convened by a member of the Executive Board within seven days.
Members of the Executive Board shall serve a term of two years. They shall remain in office after the expiry of their term until a new Executive Board has been elected. Re-election is permitted.
A member of the Executive Board may be removed from office by the General Meeting. Notice of the proposed removal must be communicated to all members together with the invitation to the General Meeting.
If a member of the Executive Board resigns before the end of their term of office, the remaining Board members may unanimously appoint a suitable replacement to serve until the next General Meeting.
The same shall apply where a Board member has been removed from office under paragraph (6), provided that no successor has already been elected by the General Meeting deciding on the removal.
The Executive Board may delegate individual responsibilities to third parties.
The liability of the Executive Board shall be limited to cases of intentional misconduct or gross negligence.

§ 9 Auditors

Two auditors shall be elected by the General Meeting for the duration of the Executive Board's term of office to examine the annual financial statements and the management of the Association's accounts. Re-election is permitted.
Auditors may not be members of the Executive Board.
If no suitable candidates are available for election, or if the office becomes vacant through resignation, these duties may be assigned to a qualified member of the tax advisory profession at the Association's expense.
No later than one week before the Ordinary General Meeting, the Executive Board shall prepare the annual financial statements and submit them to the auditors for examination.
The auditors shall examine the financial statements and the Association's accounts without undue delay.
A written report of the audit shall be prepared and signed by the auditors.
The auditors shall verify that the Association complies with applicable law and these Articles of Association, that all income and expenditure are properly documented and justified, and that the Association's financial affairs are conducted economically and prudently.
The auditors shall report the results of their examination to the General Meeting.

§ 10 Amendments to the Articles of Association

Proposals to amend these Articles of Association shall be submitted to the Executive Board in writing.
All proposed amendments shall be communicated to the members together with the notice convening the General Meeting.
Amendments to these Articles of Association shall require a two-thirds (2/3) majority of the members present at the General Meeting.

§ 11 Dissolution of the Association

The Association may only be dissolved by a resolution adopted at a General Meeting convened specifically for this purpose.
The resolution shall require a two-thirds (2/3) majority of the members present and must comply with the notice requirements set out in § 7 (2)(b).
Voting by written ballot shall be permitted.
In the event of the dissolution of the Association or the loss of its tax-privileged charitable status, the Association's assets shall be used exclusively for tax-privileged charitable purposes.
The assets shall be transferred to Kreuz des Südens e.V., registered in Saarbrücken under registration number VR 3628 at the Saarbrücken Local Court (Amtsgericht Saarbrücken).
This organisation pursues substantially the same purposes and objectives as those set out in § 2 of these Articles of Association.
Any resolution concerning the future use of the Association's assets shall only be implemented after approval by the competent tax authorities.

Saarbrücken, 20 August 2019

Signed

Dr. Christiane Maleika
Chairperson