Articles of Association of the Otto Benecke Stiftung (Foundation) e. V.

The Articles of Association of the Otto Benecke Stiftung e. V. were determined at a General Assembly 1 April 1976.

Article 1 Name and Domicile

(1)    The name of the Association is Otto Benecke Stiftung e. V.
(2)    The Association’s is domiciled in Bonn, as recorded in the associations’ register.

Article 2 Purpose
(1)    The aim of the Association's programmes is to support international cooperation, in particular European cooperation, to overcome ideological conflicts, social barriers and educational disadvantages. It seeks to contribute toward having the group of people it promotes later assume responsibility in the state and society.
(2)    The Association primarily promotes activities at home and abroad involving political and intercultural education, youth and social work, adult education as well as school-based, extracurricular and vocational qualifications.
Above all, such activities involve provision of seminars, conferences, study trips and exchange and encounter programmes as well as producing publications on matters such as migration and integration, problems facing developing countries and educational and social issues affecting both European and non-European countries.
(3)    The Association is committed to political neutrality.
(4)    In addition to local training and job applicants, students and academics, the Association especially supports persons who
a)     have arrived in the Federal Republic of Germany as Germans or as persons entitled to remain here only after they have completed training in whole or in part and require personal and material help in order to acquire the ability to integrate into working life or continue their training
b)     come to the Federal Republic of Germany within the framework of the immigration policy or live in the Federal Republic of Germany as immigrants or their descendants
c)     are disadvantaged or persecuted in their country of origin or a third-party country for ethnic, religious or racial reasons, because of either their membership of a particular social group or their political views or are otherwise hindered in exercising their human rights
d)     are members of a national minority
e)     are active as professionals in school and extracurricular education, youth and social work, administration or as politicians for these groups.

Article 3 Membership
(1)    Membership may be acquired by natural and legal persons.
(2)    Membership is to be declared in writing to the Executive Board, which shall decide on provisional admission.
(3)    Membership can be terminated in writing.
(4)    The Executive Board can temporarily exclude a member who, despite having received warning, violates the Articles of the Association or damages its reputation.
(5)    Any objection to admission rejections or any exclusion by the Executive Board may be made to the General Assembly. The objection must be made in writing to the Executive Board within two weeks of receipt of the contested notification. The General Assembly makes the final decision on admission and exclusion.
(6)    The number of members shall not exceed 20.

Article 4 Bodies
Organs of the Association are:
(1)    the General Assembly
(2)    The Management Board
(3)    The Board of Trustees
(4)    the Chair
 
Article 5 General Assembly
(1)    The regular General Assembly shall be convened by the Executive Board at least once a year. The convocation must be issued in writing three weeks before the meeting and must state the agenda.
(2)    The Executive Board is entitled to call an extraordinary General Assembly if it considers it necessary. It must do this if at least one third of the members demand the convocation in writing. The prior period of notice for an extraordinary General Assembly is two weeks.
(3)    In particular, the General Assembly has the following tasks:
a)    Resolution on general guidelines for the Association's work
b)    Passing resolutions on the budget submitted by the Executive Board
c)    Resolution on the Rules of Procedure
d)    Election and dismissal of members of the Executive Board pursuant to § 6 (1)    a), b)    and c)
e)    Election of the members of the Board of Trustees pursuant to § 7 (2)    clause 2
f)    Approval of the annual report
g)    Approval of the accounts by the Chair and his discharge from liability
h)    Ratification of actions of the Executive Board
i)    Resolution on amendment of the Articles of Association
j)    Resolution on dissolution of the Association
(4)    The General Assembly is quorate if at least half of the members are present or represented. Each member present may have two votes of an absent member transferred to himself in writing. The General Assembly decides with the majority of the present and represented members.
In exceptional cases, resolutions may be passed in writing without convening a General Assembly.
(5)    Members of the Executive Board and the Board of Trustees may participate in the meetings. Insofar as the Board of Trustees has issued a statement on matters to be discussed at the General Assembly, it shall be given the opportunity to represent them.
(6)    The General Assembly elects a Chair and a minute-taker from among its members. Minutes shall be taken of the General Assembly, in which all election results and resolutions shall be recorded. It is to be signed by the Chair and minute-keeper and forwarded to the members no later than fourteen days after the General Assembly. The next General Assembly decides on objections of the members against the minutes if the Chair of the meeting and the keeper of the minutes disagree. The minutes are considered approved if no objections are received within a period of three weeks after receipt of the minutes.

Article 6 Executive Board
(1)    The Association’s Executive Board consists of:
a)    the Chair
b)    the vice-Chair
c)    up to three further members
(2)    The Executive Board comprises the Chair and deputy Chair, in accordance with § 26 (2)    BGB (German Civil Code). Each is solely authorized to represent the Association.
(3)    The Executive Board has in particular the following tasks:
a)    Development of general guidelines for the work of the Association and the rules of procedure
b)    Drafting budgets for submission to the General Assembly
c)    Auditing management accounts and requesting ratification
d)    Resolution on taking out loans
e)    Employment, upgrading and dismissal of the Chair
f)    Authorising the conclusion of contracts whose duration exceeds one financial year, unless they involve day-to-day administrative operations
g)    Appointment of members of scientific advisory boards
i)    Statement on motions to amend the Articles of Association
j)    Statements on applications for dissolution of the Association.
The Executive Board is also responsible for all tasks that are not expressly assigned to another body.
(4)    The term of office of the Executive Board shall be three years. Re-election is permissible. The Executive Board remains in office until a new election.
(5)    The Executive Board conducts the business of the Association in accordance with the resolutions of the General Assembly.
(6)    The Executive Board meets as required. It takes its decisions with the majority of its members. In urgent cases, resolutions can also be passed in writing. Resolutions are to be recorded in minutes.
(7)    Representatives of the sponsors can participate in meetings within the scope of their responsibility for promoting the Association. Experts may be admitted to give advice.

Article 7 Board of Trustees
(1)    The task of the Board of Trustees is to support and advise the Association in the fulfilment of its tasks.
(2)    The Board of Trustees is made up of competent persons who are involved in the tasks of the Association and who may not be members of the Executive Board.
(3)    At least one representative of the Board takes part in the meetings.
(4)    Members of the Board of Trustees are entitled to a three-year term of office. Re-election and re-appointment are permissible. The members remain in office until a new election or reappointment.
(5)    The Board of Trustees elects a Chair and a deputy Chair. As a rule, it meets once a year, otherwise whenever the Executive Board or one third of the members of the Board of Trustees so request.
(6)    The General Assembly shall be informed of resolutions of the Board of Trustees by the Executive Board.

Article 8 Chair
(1)    The Chair supervises the employees of OBS and is authorised as their employer. He/she conducts the business of the Association according to the instructions of the Executive Board and the rules of procedure. He/she implements the budget and is empowered as a special representative in accordance with § 30 BGB (German Civil Code) to carry out necessary legal transactions for the Association, insofar as the passing of a resolution is not reserved to the Executive Board.
(2)    In the event of a vacancy, the Executive Board may entrust one of its members with the management of the Association. The Board decides on the remuneration on a case-by-case basis.
(3)    The Association shall adopt its rules of procedure, which in particular shall contain more detailed provisions concerning the formal and material processing of the procedures, human resources, budgeting and the specified delimitation of responsibilities between the Executive Board and the Chair.

Article 9 Finances
The Association fulfils its tasks with the help of private donations, public subsidies and other income provided in the budget and project applications.

Article 10 Legal status of employees
The employees of the Association shall be employed and remunerated in accordance with the collective agreements for federal employees and workers. The employment contract shall exclude the non-terminability of employment relationships pursuant to § 34 (2) clause 1 TVöD (public service collective agreement).

Article 11 Non-profit status
(1)    The Association exclusively and directly pursues charitable purposes in accordance with the section of the German Tax Code entitled ‘tax-privileged purposes’.
(2)    The Association acts selflessly; it does not primarily pursue its own economic objectives.
(3)    The Association's funds may only be used for purposes in accordance with the Articles of Association. The members do not receive any contributions from the funds of the Association.
(4)    No person may benefit from expenses that are not related to the purpose of the Association or from disproportionately high remuneration.

Article 12 Transfer of assets
In the case of dissolution of the Association or of discontinuation of the tax-privileged purposes, the assets of the Association shall be transferred to the ‘Haus der Politischen Bildung e. V.’ Association (House of Political Education) in Berlin or, if this Association should also be dissolved, to the ‘AIESEC" student organisation.

The Articles were resolved by the General Assembly on 1 April 1976. The Otto Benecke Stiftung e. V. is listed in the register of associations at the District Court of Bonn, register number VR 3457. The last amended resolution of the General Assembly was made in writing on 20 December 2010.

Die Satzung der Otto Benecke Stiftung e.V. wurde am 1. April 1976 auf der Mitgliederversammlung beschlossen.

Contact

Otto Benecke Stiftung e.V.
Kennedyallee 105-107
53175 Bonn

Otto Benecke Stiftung e.V. | Kennedyallee 105-107 | 53175 Bonn | Tel: 02 28 / 81 63-0 | mail: post@obs-ev.de