Articles of association

Preamble

Since 2014, organised and non-organised supporters of the German football club MSV Duisburg provide financial and personal assistance for an orphanage in Dar es Salaam, Tanzania/East Africa.

The living conditions of the children in the orphanage are dramatically severe, as witnessed by us. This initiated the idea to collect funds to erect and establish a new children’s village until 2022 to allow these children to grow up under humane conditions and in clean and sheltered environment suitable for children. The children’s village is to be erected in a gradual manner. A football academy is planned in a second step and is to be integrated into the building project.

§ 1 Name, domicile, record and fiscal year

(1) The registered society bears the name Zebras Active Community e.V. (abbreviated ZAC e.V.), official logo of the registered society Zebras Active Community e.V. (abbreviated ZAC e.V.)

Official Logo ZAC e.V.

 

(2) It shall be entered in the register of associations. Following registration, the society will bear the appendix ‘e.V.’. (4) Fiscal year is the calendar year.

§ 2 Purpose of the registered association
The purpose of the registered association is to help distressed children in developing countries. The purpose of the articles of association shall be achieved by the erection and establishment and/or financial and personal support of orphanages/villages for children that have become orphans due to unfortunate living conditions and are thus in need of support by others. The registered association will hold presentations, host photo exhibitions and events to raise funds and seek sponsors to implement the aims of the articles of association of the registered association.

§ 3 Non-profit status
The registered association has only and directly a non-profit status according to the Section ‘Tax-privileged purposes’ of the revenue code. The association is non-profit-making. It does not primarily pursue its own financial purposes. Financial resources of the association can only be used for the purposes of the articles of association. Members of the registered association do not obtain benefits from the funds of the registered association. The chairperson’s work is fundamentally voluntary. Members of the managing committee are entitled to claim reimbursement of expenses incurred. The members’ meeting may decide that the chairperson or individual members of the managing committee may be reimbursed allowances for the completion of tasks of the registered association in the maximum amount of the honorary office lump sum according to §3 Section 26a EStG (Einkommenssteuergesetz) (German Income Tax Act). No person may benefit from expenditures that are not related to the purpose of the registered association, or through inappropriately high allowances.

§ 4 Memberships
There are options for memberships:
(A) either regular membership or
(B) supporting membership.

The following applies to regular memberships:
(A1) Regular membership in the association has to be applied to in writing by any person having full legal capacity, natural persons or legal entities that would like to support the statutory purpose of the registered association. The managing committee will decide about the admission of new members.
(a2) A rejection of the application cannot be challenged and must not be justified.
(A3) Each member is obliged to pay the membership fee in each calendar year. The amount and maturity of the annual fee is determined by the member’s meeting.
Supporting membership differentiates from the regular membership as described below:
(B1) Supportive members individually determine the amount of the membership fee. They will obtain a donation receipt in the amount of their membership fee.
(B2) Supportive members will be accepted in the registered association as supportive members when having applied in writing in which they specify the amount of their monthly or annual membership fee.
(B3) Supportive members are not eligible to vote and their share will not be taken into consideration in cases of required quotas for changes to the purposes of the articles of association of the registered association, for example. Supportive members cannot assume offices of the registered association.
(B4) Supportive members can take part in the member’s meeting. The registered association is not obliged to invite supportive members to the member’s meeting.

§ 5 Termination of memberships
(1) Membership ends by means of voluntary resignation or exclusion at the end of each calendar year.
(2) Voluntary resignations must be handed in to managing committee in writing.
(3) A member can be immediately excluded from the registered association if the member seriously violates the interests of the registered association or in the event of any other good cause. Members have to be informed about such an exclusion in writing, specifying the reasons for the exclusion.

§ 6 Organs of the registered association
Organs of the registered society are the managing committee and the member’s meeting.

§ 7 Managing committee
(1) The managing committee of the registered association consists of the chairperson, deputy chairperson, financial chairperson/treasurer and the secretary.
(2) Members of the managing committee are elected by the members’ meeting for the period of 2 (two) years). They remain in office until the next election of the managing committee.
(3) The managing committee is responsible for all purposes of the registered association that are not reserved by other organs of the registered association as stipulated in the articles of association
.
The managing committee’s main tasks are:
a) Preparation of the member’s meetings and drafting the agenda.
b) Summoning the member’s meeting.
c) Execution of the resolutions by the member’s meeting.
d) Administration of the funds of the registered association.
e) Drafting the annual report and cash report.
f) Decision-making about the admission and exclusion of members.
(4) The chairperson and deputy chairperson are authorised to represent the registered association in terms of § 26 BGB (German Civil Code). Both the chairperson and the deputy chairperson alone are entitled to represent the registered association judicially and extra-judicially in all matters of the registered association.
(5) The managing committee is independently entitled to make amendments to the articles of association as required by the registry court or financial authorities due to requirements regarding registered associations or tax-related necessities. Members of the registered association need to be informed about these changes at the next member’s meeting at the latest.
(6) The existing Management Board can complement itself by cooption. Coopted Executive Board members are appointed to the Executive Board for a period of two years. They may be co-opted again after their two-year membership of the Management Board has expired. The maximum number of co-opted Executive Board members is limited to 3 persons.

§ 8 Member’s meeting
(1) The member’s meeting is responsible for:
a) the election and dismissal of members of the managing committee,
b) election of the treasurer,
c) approval of the budget as drafted by the managing committee for the pursuant fiscal year,
d) acceptance of the annual report and the approval of the actions of the managing committee,
e) the determination of the amount and maturity of the annual fee and
f) decision-making about amendments to the articles of association and the dissolution of the registered association (2) all members of the registered association are entitled to take part in the member’s meeting. The regular member’s meeting takes part at least once a year. The managing committee of the registered association has to send out the summoning for the member’s meeting whilst adhering to a prior notice of two weeks. Sending out the invitation by e-mail is also permissible. The invitation must include the agenda as well as any decision-making matters that will be discussed and agreed upon during the member’s meeting.
(3) The chairperson or, in his/hers absence, the deputy chairperson or any other member of the managing committee will preside at the member’s meeting. If no member of the managing committee is present at the member’s meeting, the member’s meeting will select a chairperson. The secretary of the registered society is responsible for keeping the minutes of the meeting. In the case of the absence of the secretary, the chairperson of the member will select a person who is responsible for keeping the minutes of the meeting. The decision-making of the member’s meeting will have voted by a show of hands with simple majority: Abstentions will not be taken into account. Any amendment of the articles of association of the registered association requires the approval of the majority of the member’s present and eligible to vote at the member’s meeting. Amendments of the purpose of the registered association can only be approved by a two-thirds majority of the members. Dissolution of the registered association requires the approval of a three-quarters majority of all members eligible to vote.

§ 9 Recording of decisions
Decisions made by the member’s meeting need to be recorded in the minutes of the meeting and has to be signed by the responsible chairperson of the meeting and the secretary or person who kept the minutes of the meeting.

§ 10 Cash management
(1) Funds required for achieving the purpose of the registered society are mainly raised from membership fees and donations.
(2) The financial chairperson is responsible for keeping the accounts of the registered association and has to draw up the annual financial statement Payments must only be made if decreed by the chairperson or by the deputy chairperson, if the chairperson is not available.
(3) The member’s meeting elects two treasurers, which must not be members of the managing committee of the registered association, for the duration of two (2) years. At the end of each fiscal year, the treasurers review and validate the correctness of the bookkeeping and cash management. The treasurers make report at the next regular member’s meeting.

§ 11 Dissolution of the registered association, liquidators
(1) In the event of the dissolution of the registered association, discontinuation of the tax-privileged purpose or any other legal termination of the registered association, the complete funds of the registered association will be transferred to the Friendship Society Bagamoyo e.V., /, Germany or its legal successor. The funds of the registered association must only be used as specified in § 2 of the articles of association.
(2) The chairperson or deputy chairperson and the treasurer will be appointed as liquidators. § 12 Taking effect the articles of association in the present form have been agreed upon by the member’s meeting of the Zebras Active Community e.V. (abbreviated ZAC e.V.) registered association on February 13th, 2016. It will enter into force upon registration in the register of associations.