Articles of Association

 

§ 1 Name, registered office, registration, financial year

 

  1. The association bears the name: Root Foundation Germany
     

  2. The association is based in Dresden.
     

  3. It is to be entered in the register of associations at the District Court of Dresden. After registration, it has the addition "eV"
     

  4. The financial year is the calendar year.

 

§ 2 purpose of the association

 

  1. The purpose of the association within the meaning of Section 52 (2) AO is

    (a) The promotion of international sentiment, tolerance in all areas of art and culture and the idea of international understanding.
    (b) The promotion of youth welfare
     
    (c) The promotion of development cooperation

     

  2. The purpose of the statute is realized in particular by  

  • Information events and lectures on Rwanda, the goals of the Root Foundation Rwanda and development policy issues;

  • promoting the education, upbringing and development of children and young people in Rwanda and beyond in Germany; in particular by supporting the recognized Rwandan organization Root Foundation Rwanda (registration number: N° 90/RGB/NGO/2016)

  • Establishing, arranging and maintaining sponsorships for the children cared for or supported by the Root Foundation Rwanda;  

  • Fundraising campaigns to support the development of Rwandan children and young people and to realize artistic activities or other statutory purposes;  

  • Mediation and development of partnerships in the fields of music, art and culture as well as education and development cooperation for the activities of the Root Foundation Rwanda;

  • the sending and receiving of volunteer helpers in cooperation with other organizations which have subordinated themselves to the development volunteer service;

  • Cooperation with other people, clubs, associations, initiatives, foundations, companies, development policy organizations (non-governmental organizations) and state institutions that are suitable in Germany and in Rwanda to promote the purposes of the association;

  • Coordination, supervision and financing of intercultural and artistic exchange between Rwandan and German children and young people, including through school partnerships, organization of exhibitions, etc.;

  • Advertising, events and public relations for and to promote the statutory purposes

  • Raising funds for the above purposes

 

§ 3 Non-profit status

 

  1. The association is selflessly active; it does not primarily pursue its own economic purposes. It pursues exclusively and directly charitable purposes within the meaning of the section "tax-privileged purposes" of the tax code in the currently valid version.  
     

  2. Funds of the association may only be used for statutory purposes. The members do not receive payments from the association.
     

  3. No person may be favored by expenses that are alien to the purpose of the corporation or by disproportionately high remuneration.  
     

  4. The members of the association bodies perform their duties on a voluntary basis. Only expenses incurred can be reimbursed by the association. However, you are entitled to reimbursement of reasonable and proven expenses. The association can reimburse you for expenses in an amount in accordance with the statutory provisions, also as a monthly flat rate, insofar as these are in reasonable proportion to the tasks and do not conflict with the non-profit nature of the association.

 

§ 4 Membership

 

  1. Any natural or legal person who supports the goals of the association and recognizes the statutes of the association can become a member of the association.  
     

  2. The application for admission to the association as a member must be addressed to the board of the association. The Board of Directors decides on admission to the association. Admission is effective upon receipt of the written confirmation of admission by the Executive Board.
     

  3. The General Assembly decides on the objection of the applicant against the negative decision of the Board of Directors at the next ordinary meeting.
     

  4. The association consists of active members and sponsoring members (full members).
     

  5. All members have full voting rights at the general meeting and can be elected to offices in the association. They are obliged to support the association and the purpose of the association - also in public - in a proper manner. Members are obliged to pay the membership fee. The association is entitled to refrain from charging the membership fee for justified reasons, especially in cases of personal hardship.
     

  6. Active members are the members who work directly in the association; Supporting members are members who are not actively involved in the association, but promote and support the goals and purpose of the association in a suitable manner.

§ 4a Termination of Membership

  1. Membership ends through voluntary resignation, expulsion or death or through loss of legal capacity or cancellation or similar in the case of legal entities.
     

  2. A member can only voluntarily resign at the end of the financial year. It is made by means of a written declaration to the Board of Directors with a notice period of two weeks.
     

  3. If a member has seriously violated the goals and interests of the association or, despite a reminder, remains in arrears with the membership fee for six months, he or she can be expelled. The exclusion is made by the board of directors. A 2/3 majority of the board members is required for this.  The reasons for the exclusion are to be communicated to the person concerned in text form.
     

  4. With the termination of membership, all claims arising from the membership relationship expire. There is no entitlement to payments from the association's assets.

 

§ 5 Contributions

 

  1. The members pay contributions in accordance with a resolution of the general assembly. A simple majority of the members of the association present at the general meeting is required to determine the amount and due date of the contribution, whereby the written votes of absent members must be included in the determination. The general meeting can adopt a contribution regulation with a simple majority, which regulates the type, scope and due date of the contribution payments.
     
  2. The contribution is due by March 31st. of the year due for payment. The members have to give the association a SEPA direct debit mandate in order to enable collection of the contribution. Otherwise, the association is entitled to charge a flat-rate fee of €25.00 in addition to the annual fee.
     
  3. If the member is admitted after 30.07. of a year, only half the annual fee for this year is due.

 

§ 6 organs of the association

 

organs of the association

a) the General Assembly  

b) the board of directors.

 

§ 7 General Assembly

 

  1. The General Assembly is the supreme decision-making body of the association. In principle, it is responsible for all tasks, unless special tasks have been assigned to another body of the association in accordance with these statutes.

    In particular, they are responsible for the following tasks:

    • Receipt of the annual accounts and the annual report of the Board of Directors;

    • Receipt of the auditor's report;

    • Approval of the business plan to be submitted by the Management Board for the current financial year;

    • Discharge of the Management Board;

    • election of the board of directors (in election year);

    • Appointment of an auditor who is neither a member of the board nor a committee appointed by the board and who may not be an employee of the association to check the bookkeeping including the annual financial statements and to report on the results before the general meeting;

    • Determination of strategy and tasks of the association based on the proposal of the board;

    • Determination of the amount and due date of the membership fees and decision on exemption from fees according to § 4, paragraph 4 of these statutes;

    • Provision on the Articles of Association or amendments to the Articles of Association;

    • dissolution of the association.
       

  2. An ordinary general meeting is convened by the board of directors if necessary, but at least once a year by April 30th at the latest.
     

  3. The board of directors must convene an extraordinary general meeting if the interests of the association so require or if one third of the association members request it in writing, stating the purpose and reasons.
     

  4. The general meeting is convened in text form with an invitation period of at least two weeks and the provisional agenda is announced at the same time. The period begins on the day following the sending of the letter of invitation. The date of the postmark or the e-mail is valid. The letter of invitation is deemed to have been received by the member if it is sent to the last written (also electronic) address given by the member of the association.
     

  5. Resolutions can also be passed in text form. For this purpose, the draft resolution is submitted to all members in text form with a period of 2 weeks for voting. Votes not received by the association by the end of the period are considered abstentions.
     

  6. Every general meeting convened in accordance with the articles of association is recognized as having a quorum, regardless of the number of association members present. Each member has one vote. If a member is unable to attend, they can transfer their vote in writing to a member who is present at the general meeting. A member may represent a maximum of their own and two other votes.
     

  7. The general meeting passes its resolutions with a simple majority of the members of the association present at the general meeting, whereby the written votes of absent members must be included in the determination.
     

  8. § 9 paragraph 1 applies to the resolution on changes to the articles of association and § 12 paragraph 1 applies to resolutions on the dissolution of the association.  
     

  9. A majority of 4/5 of the members present is required for resolutions to dissolve the association.
     

  10. The chairman of the board, or his deputy if he is unable to attend, chairs the general assembly. In the event that neither the chairman nor his deputy take part in the general meeting, the meeting shall determine a meeting leader with a simple majority.
     

  11. Minutes must be taken of the general meeting. The minutes are to be signed by the person chairing the meeting (§ 7 No. 10). Every member of the association is entitled to inspect the minutes.

 

§ 8 The Board of Directors

 

  1. The entire board of the association consists of at least three, but no more than six members. The general meeting decides on the number of board members when electing the board. 

    The board elects with a simple majority from among the board members
    - a chairman and
    - his deputy and
    - a treasurer

    The chairman and his deputy should be resident in Germany.

    The Board of Management shares the areas of responsibility based on the division of labour
    - Coordination and activities of the association with the needs and goals of the Root Foundation Rwanda
    - Member recruitment and maintenance
    - Public relation
    - finances

    The board of directors in the sense of § 26 BGB consists of the chairman and his deputy. Each of them represents the association individually in and out of court.

     

  2. The board members are elected by the general meeting for a period of two years with a simple majority. The re-election of the board members is possible. The incumbent board members remain in office after the end of their term of office until successors are elected.
     

  3. The board of directors is responsible for the work of the association. He is responsible for managing the day-to-day business of the association. It can give itself rules of procedure and can distribute special tasks among its members or set up committees for their processing or preparation.  
     

  4. The Executive Board can receive appropriate remuneration for its activities in accordance with the statutory provisions.
     

  5. The Executive Board passes its resolutions with a simple majority. Board meetings have a quorum if at least two members are present. It is voted on secretly at the request of a board member. In a tie vote, the chairman decides.
     

  6. In application of the provision of § 10, a record is to be made of resolutions of the Executive Board.
     

  7. In the event of a particular urgency, resolutions of the Executive Board can also be passed in text form if all Executive Board members declare their consent to this procedure in text form. § 8 paragraph 6 applies accordingly.
     

  8. If a board member resigns before the end of his or her term of office, the board is entitled to appoint an acting board member. Board members determined in this way remain in office until the next general meeting.
     

  9. Board members can be voted out prematurely by the general meeting with a two-thirds majority of those entitled to vote.

 

§ 9 Amendment to the Articles of Association

 

  1. A 2/3 majority of the members of the association present at the general meeting is required for the resolution to change the articles of association. Amendments to the Articles of Association can only be voted on at the General Assembly if this agenda item has already been referred to in the invitation to the General Assembly and both the previous text and the planned new text of the Articles of Association have been attached to the invitation.
     

  2. The Executive Board can make amendments to the Articles of Incorporation that are required by supervisory, judicial or financial authorities for formal reasons. These changes to the statutes must be communicated to all members of the association immediately in writing.

§ 10 Certification of resolutions

 

Minutes must be taken of the resolutions passed at the general meeting. The minutes are to be signed by the person chairing the meeting (§ 7 No. 10). Every member of the association is entitled to inspect the minutes.

 

§ 11 Data protection

 

  1. The following data is collected from members as part of member administration: last name, first name, address, e-mail address, date of birth. This data is processed and stored as part of the membership. The member's consent is deemed to have been given upon admission to the association. It can be revoked at any time by contacting the Executive Board.
     

  2. In addition, the association only publishes the data of its members internally and externally after appropriate resolutions have been passed by the general meeting and excludes the data of members who have objected to publication to the board in text form.

 

§ 12 Dissolution of the association and asset commitment

 

  1. A decision to dissolve the association requires a majority of 4/5 of the members present at the general meeting. The resolution can only be passed after the statutory announcement in the invitation to the general meeting.
     

  2. If the association is dissolved or abolished, or if tax-privileged purposes no longer apply, the association's assets pass to the Rhineland-Palatinate/Rwanda partnership association based in Mainz, which must use them directly and exclusively for charitable or charitable purposes that come close to the association's purposes or match.

 

§ 13 Supplementary Provisions

 

  1. German law applies exclusively.
     

  2. Place of jurisdiction for disputes between the association and its members is Dresden.
     

  3. Unless otherwise specified in these articles of association, the statutory provisions shall apply.

 

Radebeul, August 13, 2018 (date of foundation)

Radebeul, October 21, 2018 (amendment of the statutes by resolution of the general meeting of October 21, 2018)