German Society for Swifts - Statutes

German Society for Swifts (Deutsche Gesellschaft fur Mauersegler e.V.)
Buchenstr. 9, 65933 Frankfurt

Articles of Association

Contents

Section 1 Name, Registered Office, Registration and Fiscal Year
Section 2 Purpose of the Association
Section 3 Tax Benefits
Section 4 Membership and Duty to Pay Contributions
Section 5 Governing Bodies
Section 6 General Assembly
Section 7 Executive Board
Section 8 Dissolution, Asset Commitment

Section 1 Name, Registered Office, Registration and Fiscal Year

1. The association named "Deutsche Gesellschaft fur Mauersegler" (German Society for Swifts), with its registered office in Frankfurt am Main, is registered in the Register of Associations (VR 11852) and bears the suffix "e.V." (registered association).

2. The fiscal year is the calendar year.

Section 2 Purpose of the Association

1. The task of the association is the protection and rescue of swifts (Apodidae), especially the Common Swift (Apus apus). The purpose of the association is therefore the promotion of animal welfare (Section 52 para. 2 no. 14 AO).

2. The statutory purpose is realized in particular through

- the sponsorship of a central, veterinary-supervised, state-recognized swift rescue center ("Swift Clinic") in cooperation with affiliated volunteer-run foster care stations at home and abroad,
- the species-appropriate rearing and care of orphaned nestlings,
- the professional veterinary care and rehabilitation of flightless adult and juvenile swifts found for the purpose of restoring their fitness for the wild,
- the proper return of adult and again wild-fit swifts to nature in a habitat suitable for the season,
- the banding of released swifts for scientific purposes,
- the professional advice of finders, foster care stations, veterinarians, authorities and other institutions,
- advisory activities for the creation and preservation of nesting sites, for the protection of existing breeding colonies and for the avoidance of structural and other civilization-related hazards, and
- legal advice and initiation of legal action in case of violations (concerning swifts) of the Animal Welfare Act and the Federal Nature Conservation Act

3. The association may, to fulfill its statutory purposes, establish branches, affiliates, offices or representations at home and abroad and maintain auxiliary enterprises.

Section 3 Tax Benefits

1. The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code (AO).

2. The association is selflessly active; it does not primarily pursue its own economic purposes.

3. The funds of the association may only be used for statutory purposes. The members receive no allocations from the funds of the association.

4. No person may be favored by expenditures that are foreign to the purpose of the association or by disproportionately high remuneration.

5. Persons working for the association receive reimbursement of proven reasonable expenses; details may be regulated in rules of procedure by the Executive Board. The granting of reasonable remuneration for services is made up to the amount of recognized flat rates (e.g., volunteer allowance pursuant to Section 3 No. 26a EStG) by resolution of the Executive Board, beyond that only on the basis of a written agreement. Reasonable remuneration for Executive Board members, regardless of whether it is for the Executive Board activity as such or other services, is to be approved by the General Assembly. A service contract concluded with the Executive Board ends, without the need for termination, with the end of the term of office of the Executive Board member.

Section 4 Membership and Duty to Pay Contributions

1. Any natural person from the age of 12 and legal entities who affirm the goals of the association and actively support its purposes may become a member of the association by written application for membership, the acceptance of which is decided by the Executive Board. Minors and persons with limited legal capacity require the written consent of their legal guardian, which must be attached to the application. This should also state whether the legal guardian consents to the minor casting a vote. The legal guardian themselves is excluded from casting the vote of the minor.

2. A register is kept of the members and, in the case of legal entities, of their legal representatives and any differently delegated representatives. Members must immediately notify the Executive Board of any changes to their contact details. The processing and use of data is carried out exclusively for association purposes in compliance with current data protection regulations. Declarations are deemed to have been received by the member if they have been sent to the last address/email address provided to the association in text form by the member; timely dispatch is sufficient for deadline compliance.

3. Where this statute expressly requires written form, it is also meant in the sense of Section 126 BGB; likewise, text form conversely permits the extended variety of forms of Section 126 b) BGB.

4. A member may resign at any time by written notice to the Executive Board.

5. The General Assembly decides on the type, amount, basis of assessment and due date of a membership fee as well as levies and may regulate this in detail in fee regulations. The annual membership fee currently set by the General Assembly is due upon joining, otherwise at the dates set by the Assembly. If a member leaves before the end of a fee period, the paid fee will not be refunded. The Executive Board may reduce or waive the fee in justified cases. If the due fee is not paid, the member is excluded from exercising their membership rights for the duration of the payment arrears.

6. A member may be removed from the membership list by the Executive Board if they are 6 months in arrears with the payment of association fees and have not paid these arrears despite written reminder or have not fulfilled other financial obligations to the association and are no longer reachable by the Executive Board at the contact details last provided by the member to the association.

7. A member may be expelled from the association with immediate effect for good cause by the Executive Board. Before the resolution, the member must be given the opportunity to justify themselves in writing to the Executive Board within a reasonable period. The expulsion resolution is communicated to the expelled member in writing, stating the essential reasons. An appeal against the expulsion decision may be lodged in writing to the next General Assembly within one month of receipt of this letter, which then finally decides on the resolution against the member not present at the assembly. The appeal must be substantiated. The confirmation of the expulsion resolution must be made by the General Assembly with a 3/4 majority. Insofar as this remedy is not used or not used in time or is made without justification or the resolution is confirmed, the member submits to this resolution. This should be noted in the expulsion resolution. Expulsion may occur in particular:

- in case of gross and repeated violation of the statutes, the regulations anchored in the statutes, resolutions or the interests of the association,
- disruption of the peace of the association or behavior damaging to the association
- due to defamatory or untenable suspicions, insults or slander of association members or employees of the association,
- culpable false statements to the association
- in case of deprivation of civil rights or in cases of a final conviction for crimes to the detriment of the association or those committed only after admission to the association,
- as well as in the case that it is unreasonable for the association and its members to continue the association community, even if there is no case of fault.

8. Association property in the hands of the departed member and information acquired in the course of their work, such as written material, administrative documents, addresses, data sets and equipment, must be handed over to the association immediately and in an orderly manner. Remaining data must be deleted after handover. Insofar as members were entrusted with offices and tasks, they are obligated to render account upon handover.

Section 5 Governing Bodies

1. The governing bodies of the association are the General Assembly and the Executive Board.

2. When reference is made to the "Executive Board" in these statutes, the body as such should act and not just individual board members in representative number, unless the Executive Board has distributed the tasks accordingly among themselves within the framework of statutory rules of procedure (delegation).

3. The members of the governing bodies are obligated to properly fulfill their duties; for the liability of remunerated members and board members, Sections 31 a and 31 b BGB apply regardless of the amount of remuneration; if necessary, liability insurance may be taken out at the expense of the association.

Section 6 General Assembly

1. The General Assembly has to fulfill the tasks assigned to it by the statutes and is convened for this purpose by the Executive Board at least once a year in text form, specifying the venue and date with a notice period of three weeks and announcing the provisional agenda set by the Executive Board.

2. The tasks of the General Assembly are:

- Election of the Executive Board;
- Appointment of special representatives pursuant to Section 30 BGB if required;
- Receipt of the annual report and annual financial statements by the Executive Board;
- Election of one or more auditors and, if applicable, a substitute for generally two years, who may not belong to the Executive Board; any specific audit mandates and the commissioning of external auditors remain reserved. The auditors must be granted access to all books, accounts and other relevant documents and records of the association;
- Discharge of the Executive Board;
- Adoption of resolutions on motions;
- Determination of the type, amount and due date of a membership fee;
- Amendment of the statutes and the associations purpose;
- Dissolution of the association.

3. The Executive Board may convene further General Assemblies at any time; it must do so if the interest of the association requires it or if at least 1/3 of the members demand it in writing from the Executive Board, stating the purpose and reasons.

4. Motions from the membership to supplement the agenda with further items may generally be submitted in text form up to 14 days before the day of the meeting. A timely extended agenda should be brought to the attention of all members in advance.

5. The General Assembly decides by majority of the valid votes cast, i.e., abstentions or invalid votes are not counted. Amendments to the statutes and purpose as well as transformations and the dissolution of the association can only be resolved if this was provided for on the agenda sent with the invitation, stating the intended amendment - the recognizability of the affected paragraph of the statutes is also sufficient - and the resolution is passed with a 3/4 majority of the valid votes cast.

6. Members may be represented by other members at the General Assembly by proxy in text form; the proxy must be handed over before the start of the meeting, whereby each member may represent a maximum of three members.

7. The type of decision-making is determined by the meeting chairperson appointed by the Executive Board, who also appoints election assistants if required.

8. To promote the participation of as many members as possible, the General Assembly may be held as a presence meeting or as a virtual meeting by electronic means determined by the Executive Board, or also as a hybrid event. If the Executive Board opens the possibility of participating in a meeting also by electronic means, it must point this out when announcing the meeting so that members can ensure availability, and must communicate the specific access data in good time before the meeting. Members undertake not to pass on this data to third parties. Voting must take place in a protected mode that enables the determination of identity and the content of the declaration of intent. The possibility of representation by proxy does not apply in these cases. Members who are unable to attend the meeting - for whatever reason - may be given the opportunity by the Executive Board to cast their vote in text form for suitable resolutions/elections. The votes must be received by the end of the last day before the meeting. The votes are counted by the meeting chairperson and announced together with the result achieved at the meeting.

9. Resolutions may also be passed outside of a meeting. This requires that all members have been involved and that the resolution was passed with a simple majority of votes cast in text form or by electronic means approved by the Executive Board. Excluded are elections and resolutions on amendments to statutes or purpose or dissolution of the association, unless the preceding General Assembly has expressly approved an amendment to the statutes outside of a meeting, e.g., because only necessary approvals and/or legal advice still need to be obtained or a preliminary review by the competent authorities has not taken place in advance. The motion for resolution is formulated by the Executive Board. The deliberation period is regularly two weeks. However, the date expressly stated in the letter as the latest receipt date for the submission of votes to the Executive Board is decisive. The Executive Board counts the votes and determines the result.

10. Resolutions are recorded in minutes signed by the meeting chairperson and the minutes clerk appointed by them. The minutes are available for inspection in text form to voting members on request. Objections to the correctness of the meeting minutes may only be raised within one month of the meeting. Known or recognizable objections to the quorum of the meeting, individual resolutions and elections must be raised immediately, but no later than by the end of the meeting, and otherwise within the same period as objections to the correctness of the minutes. Objections must be substantiated and, as far as possible, documented.
The Executive Board decides finally on objections after hearing the meeting chairperson and the minutes clerk. Objections to the validity of resolutions and elections are only to be upheld if a significant defect is found that may have had an influence on the result of the formation of will. This is intended to give no room to mere formalities and to consider only significant, relevant defects.

Insofar as objections are not remedied, legal remedies before the ordinary courts may only be asserted within one month of notification of the Executive Board decision.

Section 7 Executive Board

1. The association is represented in and out of court by the Executive Board, whereby two board members are jointly authorized to represent (representative body within the meaning of Section 26 BGB).

2. It consists of at least three and, if required, up to four additional board members who are elected by the General Assembly for a term of three years from the day of election. The elected Executive Board remains in office until the effective re-election of the Executive Board.

3. The Executive Board appoints a chairperson and distributes the tasks among themselves. The provisions on the General Assembly apply accordingly for meetings and decision-making. If required, it may give itself and the association rules of procedure in which, among other things, its working methods and those of the association are regulated in more detail.

4. If a member of the Executive Board leaves during their term of office and the minimum number of board members is thereby not reached, a supplementary election is to be held at the next General Assembly. Until a different decision by the General Assembly, the Executive Board may, if necessary, appoint a substitute member for the interim period or redistribute tasks among themselves. Board members in representative number may continue to fully conduct the affairs of the association until the supplement.

5. The Executive Board conducts the affairs of the association insofar as they are not assigned to the General Assembly by the statutes, and manages the associations assets; it may be appropriately remunerated for this on the basis of a member resolution if required. If needed, it may employ one or more managing directors and a business office. The managing director may also be appointed as a special representative (Section 30 BGB) by the General Assembly on the proposal of the Executive Board. In case of doubt, the power of representation extends to all legal transactions that the assigned area of business ordinarily entails.

6. It may also grant sub-powers of attorney, but no general power of attorney. It may be released from the restrictions of Section 181 BGB by the General Assembly.

7. In actual business management, the Executive Board must generally ensure that the principles of tax benefit pursuant to Sections 51 ff AO (non-profit status) are observed.

Section 8 Dissolution, Asset Commitment

1. A dissolution resolution can only be validly passed at a General Assembly if members have been expressly invited to it in text form at least 1 month in advance and the resolution is passed with a 3/4 majority of valid votes cast.

2. Upon dissolution or abolition of the association or upon loss of tax-privileged purposes, the assets of the association fall to a legal entity under public law or another tax-privileged corporation for the purpose of use for the promotion of animal welfare within the meaning of Section 52 II No. 14, subject to the condition that it be used for the immediate benefit of swifts (Apodidae), in particular to support swift care stations.

3. In the event of dissolution of the association, liquidation is carried out by the board members in office at the time of dissolution according to the provisions for decision-making and representation regulated in the statutes, unless the General Assembly resolving the dissolution determines otherwise.

These statutes were adopted at the founding assembly in Frankfurt am Main on January 29, 2000 and last amended at the General Assembly on January 31, 2022.