German Association for the Protection of Common Swifts (Deutsche Gesellschaft für Mauersegler e.V.) - Statutes
Deutsche Gesellschaft für Mauersegler e.V.
Buchenstr. 9, 65933 Frankfurt
Statutes of the Association
Contents
§ 1 Name, registered office, registration and financial year
§ 2 Purpose of the association
§ 3 Tax-privileged status
§ 4 Membership and obligation to pay dues
§ 5 Governing bodies
§ 6 General meeting
§ 7 Executive board
§ 8 Dissolution, dedication of assets
§ 1 Name, registered office, registration and financial year
1. The association bearing the name „Deutsche Gesellschaft für Mauersegler“ (German Association for the Protection of Common Swifts), with its registered office in Frankfurt am Main, is entered in the register of associations (VR 11852) and bears the suffix „e.V.“ (registered association).
2. The financial year is the calendar year.
§ 2 Purpose of the association
1. The task of the association is the protection and rescue of swifts (Apodidae), in particular of the
Common Swift (Apus apus). The purpose of the association is therefore the promotion of animal welfare (§ 52 para. 2
no. 14 of the German Fiscal Code, AO).
2. The statutory purpose is pursued in particular through
• operating a central, veterinary-supervised, officially recognised swift rescue station
(„Swift Rescue Center“) in cooperation with affiliated, voluntarily run care stations in Germany
and abroad,
• the species-appropriate rearing and care of orphaned nestlings,
• the professional veterinary treatment and rehabilitation of adult and juvenile swifts found unable to
fly, with the aim of restoring their fitness for life in the wild,
• the expert return to the wild of fully grown swifts that are again fit for life in the wild, in a habitat
suitable for the respective season,
• the ringing of released swifts for
scientific purposes,
• expert advice for finders, care stations, veterinarians, authorities and other
institutions,
• advisory work on the creation and preservation of nesting sites, on the protection of existing
breeding colonies and on the prevention of structural and other man-made sources of danger
and
• legal advice and the initiation of legal steps in the event of violations (concerning swifts)
of the German Animal Welfare Act and the Federal Nature Conservation Act
3. In order to fulfil its statutory purposes, the association may, among other things, establish
branch offices, subsidiaries, establishments or representative offices in Germany and abroad and maintain
special-purpose operations (Zweckbetriebe).
§ 3 Tax-privileged status
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 acts selflessly; it does not primarily pursue its own economic interests.
3. Funds of the association may only be used for the purposes set out in these statutes. Members
receive no benefits from the funds of the association.
4. No person may be favoured by expenditure that is unrelated to the purpose of the association or by
disproportionately high remuneration.
5. Persons working for the association receive reimbursement of reasonable expenses upon proof;
the details may be laid down by the executive board in rules of procedure. Reasonable remuneration
for services may be granted up to the amount of the recognised flat rates (e.g. the volunteer allowance
pursuant to § 3 no. 26a of the Income Tax Act, EStG) by resolution of the executive board; beyond that
only on the basis of a written agreement. Reasonable remuneration for
members of the executive board must be approved by the general meeting, irrespective of whether it is paid for
board work as such or for other services. A service contract concluded with a member of the executive
board ends, without any need for notice of termination, upon the end of that member's
term of office.
§ 4 Membership and obligation to pay dues
1. Any natural person aged 12 or over, as well as legal entities, that endorse the aims of the association and actively support its purposes may become a member of the association by submitting a written application for admission, on the acceptance of which the executive board decides. Minors and persons with limited legal capacity require the written consent of their legal representative, which must be enclosed with the application. At the same time, a declaration should be made as to whether the legal representative agrees to the minor casting a vote. The legal representative themselves, as the person with parental responsibility, is excluded from casting the minor's vote.
2. A register is kept of the members and, in the case of legal entities, of their legal representatives and of any separately appointed representative. Members must notify the executive board of any changes to their contact details without delay. The data are processed and used exclusively for the purposes of the association and in compliance with the applicable data protection provisions. Declarations are deemed to have been received by the member if they have been sent to the last address/e-mail address notified to the association by the member in text form; timely dispatch is sufficient to meet a deadline.
3. Where these statutes expressly require written form, this is also meant in the sense of § 126 of the German Civil Code (BGB); conversely, where text form is required, the wider range of forms permitted under § 126 b) BGB applies.
4. A member may resign at any time by written notice to the executive board.
5. The general meeting decides on the type, amount, basis of assessment and due date of membership dues and of levies, and may regulate this in detail in a schedule of dues. The annual membership fee currently set by the general meeting is due upon joining, and otherwise on the dates set by the meeting. If a member leaves before the end of a contribution period, the dues paid are not refunded. In justified cases the executive board may reduce or entirely waive the dues. If dues that are due are not paid, the member is barred from exercising their membership rights for as long as the payment is in arrears.
6. A member may be removed from the list of members by the executive board if they are 6 months in arrears with the payment of membership dues and have not paid these arrears despite a written reminder, or have failed to meet other financial obligations towards the association, and can no longer be reached by the executive board at the contact details last notified to the association by the member.
7. A member may be expelled from the association by the executive board with immediate effect for good cause. Before the resolution is passed, the member must be given the opportunity, within a reasonable period, to justify themselves in writing before the executive board. The expulsion resolution is notified to the expelled member in writing, stating the essential reasons. An appeal against the notice of expulsion may be lodged in writing within one month of receipt of this letter, addressed to the next general meeting, which then decides definitively on the resolution concerning the member who is not present at the meeting. The appeal must state reasons. Confirmation of the resolution of expulsion requires a ¾ majority of the general meeting. Insofar as this remedy is not used, or is not used in time, or is used without stating reasons, or insofar as the resolution is confirmed, the member submits to this resolution. This should be pointed out in the resolution of expulsion. Expulsion may take place in particular:
• in the event of a serious and repeated breach of the statutes, of the regulations based on the statutes,
of resolutions or of the interests of the association,
• disturbance of harmony within the association or conduct harmful to the association
• on account of defamatory or untenable insinuations, insults or slander directed at
members or staff of the association,
• culpably false statements made to the association
• in the event of the loss of civil rights or in cases of a final conviction for
criminal offences to the detriment of the association, or for offences committed only after admission to the association,
• and in the event that it is unreasonable to expect the association and its members to
continue the association relationship, even where there is no fault.
8. Property of the association in the hands of the departing member, and information acquired in the course of their work such as documents, administrative records, addresses, data records and equipment, must be handed over to the association without delay and in an orderly manner. Any remaining data must be deleted after the handover. Insofar as members have been entrusted with offices and tasks, they are obliged to render account upon handover.
§ 5 Governing bodies
1. The governing bodies of the association are the general meeting and the executive board.
2. Where these statutes refer to the body „executive board“, the body as such is to act, and not merely individual board members in the number required for representation, unless the executive board has divided the tasks accordingly among its members within the framework of rules of procedure adopted in accordance with the statutes (delegation).
3. The members of the governing bodies are obliged to perform their duties properly; the liability of members and board members who are remunerated is governed by § 31 a and § 31 b BGB, irrespective of the amount of the remuneration; where appropriate, liability insurance may be taken out at the expense of the association.
§ 6 General meeting
1. The general meeting must perform 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 determined by the executive board.
2. The tasks of the general meeting are:
• election of the executive board;
• appointment of special representatives pursuant to § 30 BGB where required;
• receipt of the annual report and the annual accounts from the executive board;
• election of one or more auditors and, where applicable, a substitute, as a rule for two years,
who may not be members of the executive board; 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;
• passing of resolutions on motions;
• determination of the type, amount and due date of membership dues;
• amendment of the statutes and of the purpose of the association;
• the dissolution of the association.
3. The executive board may convene further general meetings at any time; it must do so if the interests of the association so require or if at least 1/3 of the members request this from the executive board in writing, stating the purpose and the reasons.
4. Motions from the membership to add further items to the agenda may generally be submitted in text form up to 14 days before the day of the meeting. An agenda extended within the deadline should be brought to the attention of all members in advance.
5. The general meeting passes resolutions by a majority of the valid votes cast, i.e. abstentions or invalid votes are not counted. Amendments to the statutes and to the purpose of the association, as well as conversions and the dissolution of the association, may only be resolved if this was provided for, stating the intended amendment – it is also sufficient that the paragraph of the statutes concerned is identifiable – on the agenda sent out with the invitation, and if the resolution is passed with a 3/4 majority of the valid votes cast.
6. Members may be represented at the general meeting by other members by means of a proxy in text form; the proxy must be handed over before the start of the meeting, whereby each member may represent no more than three members.
7. The manner in which resolutions are passed is determined by the chair of the meeting appointed by the executive board, who also appoints election assistants where required.
8. In order to encourage the participation of as many members as possible, the general meeting may be held as an in-person meeting, as a virtual meeting by electronic means determined by the executive board, or as a hybrid event. Insofar as the executive board also offers the possibility of taking part in a meeting by electronic means, it must state the chosen means already when announcing the meeting, so that members can ensure availability, and it must communicate the specific access details in good time before the meeting. Members undertake not to pass these details on to third parties. Votes must be cast in a protected mode which allows the identity and the content of the declaration of intent to be established. 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 on suitable resolutions/elections. The votes must be received by the end of the last day before the meeting. The votes are counted by the chair of the meeting and announced together with the result obtained at the meeting.
9. Resolutions may also be passed outside a meeting. This requires that all members have been involved and that the resolution was passed by a simple majority of the votes cast in text form or by electronic means permitted by the executive board. Excluded from this are elections and resolutions on an amendment of the statutes or of the purpose of the association or on the dissolution of the association, unless the preceding general meeting has expressly approved an amendment of the statutes outside a meeting, e.g. because only necessary approvals and/or legal advice still have to be obtained, or because a preliminary review by the competent authorities has not taken place beforehand. The proposed resolution is drafted by the executive board. The period for consideration is regularly two weeks. Decisive, however, is the date expressly stated in the covering letter as the latest date of receipt for the submission of votes to the executive board. The executive board counts the votes and establishes the result.
10. Resolutions are recorded in minutes, which are signed by the chair of the meeting and by the keeper of the minutes appointed by them. The minutes are open for inspection in text form by members entitled to vote upon request. Objections to the accuracy of the minutes of the meeting may only be raised within one month of the meeting. Known or apparent objections to the quorum of the meeting, to individual resolutions and to elections must be raised without delay, but no later than by the end of the meeting, and otherwise within the same period as objections to the accuracy of the minutes. Objections must be substantiated and, as far as possible, supported by evidence.
The executive board decides definitively on objections after hearing the chair of the meeting and the keeper of the minutes. Objections to the validity of resolutions and elections are to be upheld only if a significant defect is established which may have had an influence on the outcome of the decision-making. This is intended to leave no room for mere formalities and to ensure that only significant, relevant defects are taken into account.
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's decision.
§ 7 Executive board
1. The association is represented in and out of court by the executive board, whereby in each case two board members are jointly authorised to represent it (representative body within the meaning of § 26 BGB).
2. It consists of at least three and, where required, up to four further board members, who are elected by the general meeting for a term of three years calculated from the day of the election. The elected executive board remains in office until a new board has been validly elected.
3. The executive board appoints a chairperson and divides the tasks among its members. The provisions on the general meeting apply accordingly to its meetings and to the passing of resolutions. Where required, it may adopt rules of procedure for itself and for the association, setting out in more detail, among other things, its own working methods and those of the association.
4. If a member of the executive board leaves office during their term and the minimum number of board members thereby falls short, a by-election must be held at the next general meeting. Pending a different decision by the general meeting, the executive board may, where required, appoint a substitute member for the interim period or redistribute tasks among its members. Board members in the number required for representation may fully continue to conduct the business of the association until the board has been replenished.
5. The executive board conducts the business of the association, insofar as it is not assigned to the general meeting by the statutes, and administers the assets of the association; on the basis of a resolution of the members it may, where required, be appropriately remunerated for this. Where there is a corresponding need, it may make use of one or more managing directors and of an office. The managing director may also be appointed as a special representative (§ 30 BGB) by the general meeting on the proposal of the executive board. In case of doubt, the authority to represent extends to all legal transactions that the assigned area of business ordinarily entails.
6. It may also grant sub-authorisations, but no general power of attorney. It may be released by the general meeting from the restrictions of § 181 BGB.
7. In the actual conduct of business, the executive board must as a matter of principle ensure that the principles of tax-privileged status pursuant to §§ 51 et seq. AO (charitable status) are observed.
§ 8 Dissolution, dedication of assets
1. A resolution to dissolve the association can only be validly passed at a general meeting if the invitation to that meeting was issued in text form at least 1 month beforehand, expressly stating this item, and if the resolution is passed with a 3/4 majority of the valid votes cast.
2. In the event of the dissolution or discontinuation of the association or of the discontinuation of its tax-privileged purposes, the assets of the association shall pass to a legal entity under public law or to another tax-privileged corporation, to be used for the promotion of animal welfare within the meaning of § 52 II no. 14 AO, subject to the condition that they be used for the direct benefit of swifts (Apodidae), in particular to support swift care stations
3. In the event of the dissolution of the association, the liquidation shall be carried out by the members of the executive board in office at the time of dissolution, in accordance with the provisions of the statutes governing the passing of resolutions and representation, unless the general meeting resolving the dissolution determines otherwise.
These statutes were adopted at the founding meeting in Frankfurt am Main on 29 January 2000 and last amended at the general meeting on 31 January 2022.