Articles of Association of a Registered Non-Profit Association

1. Name, Registered office, Financial year

1.1. The association bears the name "OBOAFO PROJECT".
1.2. It is a legal association based in Berlin.
.3. The association is to be entered in the register of associations and then bears the addition “e. V."
1.4. Fiscal year is the calendar year.

Purpose of the Association

2.1. The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the tax code.
2.2. The purpose of the association is to promote development cooperation, which can also contribute to the reputation of the Federal Republic of Germany abroad through the civic commitment of the association's members.

The aim of the association is to help needy children, young adults, their families and their communities in Ghana to meet their basic needs and to promote their abilities to make a contribution to improving their community.

In particular, the association pursues the purpose of developing a self-governing children's and youth center and an informal school. The association would like to support children and young people in their development in sporting, social, cultural and artistic areas and provide educational opportunities. Children and young people who find themselves in problem situations should receive advice and help from the association. The association also aims to be able to offer children and young people long-term support, such as educational grants, through sponsorships.

The association also wants to contribute to direct relationships between people in Germany and Ghana by maintaining contact between donors and recipients. His goal is to promote interest and understanding for the problems of the people in Ghana, to make people aware of the mutual responsibility for one another and to face up to this responsibility.

In addition to the long-term work, the association also recognizes humanitarian aid as a task.

In order to achieve the association's purposes, the association will solicit donations in the Federal Republic of Germany and accept generous donations of any kind. The club will use its funds 

  • use it indirectly, i.e. in the form of forwarding the funds to and in cooperation with local partners in Ghana, as long as they pursue charitable and particularly worthy purposes in the above sense; and or
  • immediately, i.e. directly in projects in Ghana. 

2.3.   The association may also use auxiliary persons (§ 57 Para. 1 Sentence 2 AO) to achieve its statutory purpose, through planned cooperation with the OBOAFO PROJECT LBG (Ghanaian non-profit corporation, registration number: CG006290222 Registrar-General's Department) on the basis of the cooperation agreement dated ... with the following purpose stated in § 1 of the mentioned cooperation agreement:

“The subject of the cooperation is the implementation of the charitable purposes of both partner organizations in Ghana. The focus is on the development of a self-governing children and youth center. Children and young people are to be supported in their self-discovery process in sporting, social, cultural and artistic areas and extracurricular activities are to be offered. Children and young people who find themselves in problem situations should receive advice and help from the association. The parties also aim to be able to offer children and young people long-term support, such as educational grants, through sponsorships.”
and by holding shares in tax-privileged corporations.

Non-Profit

3.1. The association is selflessly active; it does not primarily pursue its own economic purposes.
3.2. Funds of the association may only be used for statutory purposes. The members do not receive any benefits from the funds of the corporation.
3.3. No person may be favored by expenses that are alien to the purpose of the association or by disproportionately high remuneration.

4. Membership

4.1. Any natural or legal person can become a member of the association. The following types of membership are possible:

  • Active members:, die aktiv an der Erfüllung des Vereinszwecks mitwirken. Aktive Mitglieder haben Wahl- und Stimmrechte.
  • Passive members:People who actively contribute to the fulfillment of the association's purpose. Active members have election and voting rights.
  • Honorary Members: People who have made a special contribution to the association Honorary members may participate in meetings and elections, but they have no voting rights.

4.2. The application for membership is submitted to the board of directors, which decides on admission. The Executive Board decides on the application for admission at its own discretion. There is no entitlement to admission.
4.3.   Membership ends:

  • in the case of natural persons due to their death or loss of legal capacity;
  • In the case of legal persons due to loss of legal capacity;
  • by exit (4.4);
  • by exclusion (4.5).

4.4. The resignation of a member is made by declaration in text form to the board. The exit is only possible with a notice period of two months to 31.12. of a financial year.
4.5. A member can be expelled from the association by the board of directors with immediate effect if the important reason makes continued membership of the association or its members seem unreasonable. Such an important reason exists in particular if the member, despite a reminder, is more than six months in arrears with his contribution payment or has acted grossly contrary to the interests of the association. The member must be given the opportunity to be heard before being expelled. The member can appeal against the exclusion within a period of one month after receipt of the declaration of exclusion at the next ordinary general meeting, which then makes a final decision.
4.6. The General Assembly can appoint any natural or legal person who has made a special contribution to the association as an honorary member.

5. Members' Obligations, Communication

5.1. With the application for membership, the members accept the content of the articles of association and the other regulations of the association. The members are obliged to support the goals and interests of the association and to follow the resolutions and orders of the association's bodies.
5.2. The members pay contributions in cash to the association. The details - in particular the amount of the contributions and their due date - are regulated by the general meeting by resolution. The General Assembly is also entitled to enact a fee schedule for this purpose. Honorary members are exempt from payment.
5.3. The members are obliged to provide the Board of Directors with a summonsable postal address and an e-mail address and to inform the Board of Directors immediately of any change in their name and/or their address data.
5.4. Unless expressly regulated otherwise in these statutes, the Executive Board and members can submit all declarations and all other communication in writing as well as in text form by e-mail. Statements and communication by members by e-mail to the association and/or the board can only be effectively sent to the e-mail addresses of the board or the office stated on the association's homepage.

6. Organs

Organs of the association are:

6.1. the General Assembly (7th and 8th);
6.2. the board (9th and 10th).

7. Convocation and tasks of the general meeting

7.1. The ordinary general meeting is to be convened at least once a year. The Executive Board determines the place, date and agenda.
7.2. General meetings are also to be convened if the interests of the association require it or if at least 1/3 1/3 of the active members request the convening in text form, stating a reasoned agenda (extraordinary general meeting). Acceptance of the requested agenda is mandatory.
7.3. The General Assembly is convened in writing or by e-mail by the Executive Board with an invitation period of three weeks. The period begins on the day the invitation is sent. A written invitation is sent to the address last communicated in writing by the member, an invitation by e-mail is sent in text form to the e-mail address last communicated by the member in text form.
7.4. Each member can apply to the board in writing or by e-mail no later than one week before the day of the general meeting that further matters be placed on the agenda. A resulting change to the agenda must be announced at the latest at the beginning of the general meeting. Applications for the election or deselection of board members, changes to the statutes or the dissolution of the association that have not already been announced in the timely invitation according to sentence 1 are excluded from an addition to the agenda and can only be dealt with at the next general meeting.
7.5. Tasks of the General Assembly include:

  • the election of the board members and their discharge;
  • the amendment or new version of the articles of association and any contribution regulations;
  • the resolution on the amount and due date of the membership fees;
  • the passing of resolutions on complaints against the exclusion of association members;
  • approving the budget and receiving the annual report and other reports of the Board of Directors;
  • the election of the auditors;
  • decisions on the purchase, sale and encumbrance of real estate;
  • the resolution on the dissolution of the association;
  • Resolution on compensation for the Management Board;
  • The appointment of honorary members;
  • All other tasks assigned to the General Assembly by law or elsewhere in the Articles of Association.
  • The Executive Board is entitled, at its discretion, to enable members to participate in the meeting electronically without being present at the meeting place or to hold the general meeting entirely electronically.

 

8. Course of the general meeting and decision-making

8.1. All members of the association are entitled to attend the general meeting. Guests can be authorized to attend by resolution of the general assembly.
8.2.   
8.2. The general assembly is chaired by the 1st chairman, in his absence by the 2nd chairman, and alternatively by the treasurer. If he is not present either, the assembly elects a leader from among its members. At the beginning of the general meeting, a minute taker is to be elected and any changes to the agenda are to be announced by the chairman of the meeting.
8.3. Each duly convened general meeting has a quorum if at least one third of the active members of the association are present. All active members present are entitled to vote and vote. Each active member has one vote. The right to vote is non-transferrable and cannot be exercised by a proxy.
8.4. Unless the law or these articles of association provide otherwise, resolutions of the general meeting are passed with a simple majority of the votes cast. Abstentions and invalid votes count as votes not cast. Changes to the statutes and the dissolution of the association can only be voted on at the general meeting if this item on the agenda has already been referred to in the invitation to the general meeting. A majority of 2/3 of the votes cast is required to change the statutes and to dissolve the association. 2/3 der abgegebenen Stimmen erforderlich.
8.5. With the exception of the elections (June 8th), votes are cast in the General Assembly by a show of hands by the members present who are entitled to vote. Contrary to sentence 1, a written vote is cast if at least a quarter of the members present and entitled to vote request such a secret ballot when asked by the chairman of the meeting. The chairman of the meeting only has to conduct the questioning of the general meeting at the request of one or more voting members present. In response to the question from the chairman of the meeting, the members entitled to vote requesting a secret ballot explain themselves by a show of hands.
8.6. Elections are made by secret, written voting, unless the general meeting decides to vote by show of hands. The candidates who receive a simple majority of the votes cast are elected. In the event of a tie, a run-off election will be held between the candidates with the same number of votes. If the votes are tied again, the older candidate is considered elected.
8.7. The resolutions and election results of the general meeting are to be recorded and signed by the chairman of the meeting and the minute taker. The logs are to be retained.
8.8. The Executive Board is entitled to enable voting members to cast their votes without attending the General Meeting in writing before the meeting or electronically before or during the meeting.
8.9. Members entitled to vote can also pass resolutions in writing or electronically without a general meeting (circulation procedure) if all members have participated in the circulation procedure. The Management Board determines how the circular procedure is carried out and the course of the procedure. A resolution by circulation is effective if at least half of the active members have cast their votes in text form within a period set by the board. The result of the resolution of the circulation procedure is to be announced by the executive board to the members within 14 days after the expiration of the deadline. Invalid circulating procedures can be repeated, even multiple times.

9. Board of Directors

9. The board consists of

  • the 1st chairman;
  • the 2nd chairman;
  • the treasurer;

The above-mentioned board members also form the board iSd. § 26 BGB. Two board members are authorized to represent each other. By resolution of the general meeting, members of the board can be released from the restrictions of § 181 BGB.
9.2. Only members of the association can be elected as board members.
9.3. The Board of Directors manages the business and represents the association in all matters in and out of court. In addition, he has the following tasks in particular:

  • Preparation and convening of the general meeting; drawing up the agenda;
  • Execution of the resolutions of the general assembly;
  • keeping the books;
  • Preparation of the budget, the annual accounts and the annual report;
  • Conclusion and termination of service and employment contracts;
  • Exercising the right to issue instructions to employees;
  • Resolution on the admission and exclusion of members;
  • The board of directors can decide on changes to the articles of association that have been requested by the register of associations or the financial authorities.

9.4. The members of the Board of Directors are elected by the General Assembly for a period of three years. Re-election is possible. The members of the board of directors are determined by the general assembly for each office in a separate ballot. At the end of their term of office, the incumbent board members remain in office until their successors have been elected.
9.5.   
9.5. The members of the board of directors are reimbursed for the reasonable expenses incurred in the association's work. In addition, members of the Executive Board can receive appropriate remuneration. The remuneration for the time required requires the reason and the amount according to the previous resolution of the general meeting.
9.6. The members of the board of directors are only liable to the association for intentional or grossly negligent conduct. If claims are made against members of the board of directors due to their work on the board of directors, the association shall indemnify the board member concerned from these claims, provided that the board member did not act intentionally or with gross negligence.

10. Board meetings and resolutions

10.1. The invitation to board meetings is made in writing or by e-mail with a notice period of at least one week by the 1st chairman, alternatively the 2nd chairman. Shortening the notice period is possible with the consent of all board members. Approval is deemed to have been granted upon appearance at the board meeting. In accordance with the regulations in sentences 1-3, board meetings can also be held by telephone or in electronic form (e.g. via video conference).
10.2.   
Board meetings have a quorum if at least 2 board members are present. Resolutions of the Executive Board are passed with a simple majority of the votes cast. In the event of a tie, the vote of the chairman decides, alternatively of the 2nd chairman, further alternatively of the treasurer.
10.3. Resolutions of the Executive Board can also be made in writing or by e-mail (circulation procedure) without observing notice periods if all Executive Board members declare their consent to this procedure. Voting by circulation is considered approval.
10.4. All resolutions of the Executive Board – including circular resolutions – must be recorded and kept.

11. Dissolution of the Association and Asset Commitment

11.1. A 2/3 majority of the active members present at the general meeting 2/3is required for the decision to dissolve the association. The resolution can only be passed after a timely announcement in the invitation to the general assembly.
11.2. If the association is dissolved or dissolved or if tax-privileged purposes no longer apply, the association's assets will be transferred to a legal entity under public law or another tax-privileged corporation for use in promoting development cooperation.
11.3. The first chairman is appointed as the liquidator.

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