Charter

UNOFFICIAL TRANSLATION

 [Only the German version is valid]

 

 CHARTER

Trinity International Concert Choir e.V.

Frankfurt am Main

§ 1  Name and location

(1)       The name of the Association shall be: Trinity International Concert Choir (the “Association”).

(2)       The Association shall be based in Frankfurt am Main.

(3)       The Association shall be entered in the Association Register of the Municipal Court in Frankfurt am Main. Following the registration the letters “e.V.”[1] shall be added to the Name.

§ 2  Non-Profit Purpose

(1)       The Association shall exclusively and directly pursue non-profit purposes, within the meaning of the section on “tax-privileged purposes” in the German Tax Code. The Association shall act in an altruistic manner and shall not primarily pursue commercial goals for its own profit.

(2)       The Association’s assets may be used only for the purposes listed in § 3 of these Statutes (the “Statutes”). The Association may not make any payments to its members in their capacity as members from the assets of the Association. No person may benefit by receiving payments that are foreign to the purpose of the Association or by receiving a disproportionately high remuneration.

§ 3  Purpose

(1)       The purpose of the Association is to promote art and culture.

(2)       This purpose shall be achieved by promoting sacred and secular music, particularly by the members of the Association performing choral works.

§ 4  Membership

(1)       Any natural person or legal entity, any non-registered Association and any partnership with its seat in Germany or outside Germany may become a member of the Association.

(2)       Membership is not assignable and cannot be transferred by means of inheritance.

(3)       Membership applications must be submitted in writing to the Association’s musical director. The musical director shall have total discretion to decide on the acceptance of new members. The Board must be informed in the event of a rejection.

(4)       Members are entitled to be actively involved in the choir if they meet the musical requirements; this decision is taken by the musical director. The Board must be informed in the event of a rejection.

(5)       Upon a proposal from the Board, the Members’ meeting may grant lifetime honorary membership to those persons who have rendered valuable services  to music or to the Association. Honorary members shall have the same rights as all other members, but are released from the obligation of paying a membership fee.

§ 5  Termination of Membership

(1)       Membership shall be terminated by

a) a written statement of withdrawal addressed to the Board;

b) death or, in the case of companies, liquidation:

c) deletion from the membership list; or

d) expulsion

(2)      A withdrawal shall only become effective at the end of the first or the second half of a fiscal year and following one month’s notice.

(3)       A member may be deleted from the membership list by means of a unanimous Board decision if, despite a written warning, the member is in default with regard to the membership fee.

(4)       The Association can expel members if they harm the interests of the Association intentionally or by gross negligence. Any expulsion requires that the Board propose the expulsion from the Association to the Members’ meeting and that two-thirds of the members present at the Members’ meeting vote in favour of this motion. The Board shall inform the members no less than two weeks prior to the Members’ meeting, regarding the member to be expelled and the grounds for the proposed expulsion.

§ 6  Financing

(1)       Every member shall pay the membership fee established by the Members’ meeting. At the request of an individual member the Board may reduce or cancel the membership fee; this decision may be revoked at any time with immediate effect.

(2)       The Association shall accept charitable contributions.

§ 7  Governing Bodies of the Association

The governing bodies of the Association shall be

a) the Board and

b) the Members’ Meeting.

§ 8  Board

(1)       The Board  shall be composed of a maximum of eight voting members elected by the Members’ meeting.

(2)      The Board shall elect four officers from their midst a Chair, Vice Chair, Treasurer and Secretary.

(3)       The Chair, Vice Chair, Treasurer and Secretary are the Executive Board (“Geschäftsführender Vorstand“) in accordance with paragraph 26 of the German Civil Code (“Bürgerliches Gesetzbuch”).

(4)       Members of the Board need not be members of the Association.

(5)       The Board may establish committees and working groups to handle matters of a general or specific nature, these groups shall act within the scope of the authority granted to them. Persons who are not members of the Association can belong to the groups.

§ 9  Representation

The Chair and Vice Chair shall represent the Association for judicial and non-judicial purposes alone, the Treasurer and Secretary shall represent the Association jointly with another Board member.

§ 10  Duties and Decisions of the Board

(1)        The Executive Board shall conduct the current affairs of the Association in compliance with the law, the Statutes (including the purpose of the Association as therein established) and the decisions of the Members’ meeting. The Executive Board is entitled to establish by-laws.

(2)        The Executive Board adopts its resolutions in meetings convened by the Chair, or by written procedure.

Each member of the Executive Board may at any time require that a meeting of the Executive Board be called. Each Board member, who is not a member of the Executive Board, may at any time require the Executive Board to inform the Board of any ongoing activities. In addition the Executive Board must regularly report to the Board on ongoing activities, in principle once a quarter,

(3)       The following matters shall be carried out and decided by all the members of the  Board jointly:

a) Preparation and convening of the Members’ meeting including fixing the agenda;

b) Preparation of the annual financial statement of the Association and a business plan for the following fiscal year;

c) Rejection of new members;

d) Deletion of members from the membership list;

e) Business transactions with a value of more than EUR 10.000.

Should any part of these Statutes conflict with the entry in the Association Register or with the recognition of the Association’s non-profit status by the German Tax Authority, the   Board shall have the authority to independently effect any necessary amendments.

(4)       The Board may take decisions on the basis of a simple majority of the votes cast; each member of the Board shall have one vote. Decisions by the Board may be made in Board meetings or, provided that all Board members take part in the vote, outside Board meetings in writing, by telefax or email.. Each Board member may be represented at Board meetings by another member of the Board, provided that this member has been authorized by the absent member in writing, by email or by telefax. The Board is competent to make decisions when a majority of its members are present. In the event of a tied vote, the vote of the Chair shall decide; if the Chair does not take part in the vote, the vote of the member most senior in age shall decide.  The decisions of the Board must be documented in writing (“Minutes”) and signed by the Chair and in the Chair’s absence by the Board member most senior in age.  The Minutes must include the time, the manner and the place, if applicable, the names of the participants, the decisions and the voting results.

§ 11  Reimbursement of Board Expenses

The Association shall reimburse the Board members for expenses that they incur in the execution of their duties under these Statutes. There shall be no additional right to compensation for serving on the Board.

§ 12  Election and Term of Office

The Board shall be elected by the Members’ meeting for a term of two years, provided that the Members’ meeting does not stipulate a shorter term of office. The term of office shall begin on the day on which the election takes effect. Each Board member shall be elected individually. Members of the Board may be re-elected. Members of the Board shall remain in office even after the expiration of their terms until a new Board is elected.

§ 13  Artistic Direction

 The artistic direction is in the hands of a musical director, who is elected by the members’ meeting for a period of two years on a proposal from the Board.

§ 14  Auditors

The Members’ Meeting selects 2 auditors for a period of three years. They audit the financial statements of the Association and have a right of access to all of the Association’s records at any time..

§ 15  Members’ Meeting

(1)       Each member shall have one vote in the Members’ meeting. Any person may be authorized to cast the vote of a member, provided that that person presents the Members’ meeting with a written authorization (received by letter, email or telefax).

(2)       The Members’ meeting shall be responsible for the following matters:

a) Election and dismissal of the Board members,

b) Election of the musical director,

c) Election of the auditors,

d) Adoption of the annual financial statement,

e) Ratification of the actions of the Board,

f) Approval of the business plan for the following fiscal year,

g) Expulsion of members,

h) Fixing the amount and due date of the annual membership fee,

i) Amendment of these Statutes,

j) Dissolution of the Association,

k) Appointment of honorary members.

§ 16  Convening of the Members’ Meeting

(1)      General Members’ meetings shall take place no less than six weeks after the end of each fiscal year. The Board may convene extraordinary Members’ meetings if the Board considers this to be necessary in the interests of the Association. In addition, the Board is obligated to convene extraordinary Members’ meetings if at least 10% of the members of the Association demand that an extraordinary Members’ meeting be held and provide an agenda. If the Board does not convene an extraordinary Members’ meeting within two weeks of such a demand being made, 10% of the members of the Association may, themselves, convene a Members’ meeting.

(2)       The Board shall give notice of Members’ meetings to members in writing and in compliance with a two-week notice period. The notice period shall begin on the day after the notice is sent. The notice shall be deemed to have been received by the member if it has been sent to the most recent address that the member provided the Association with. The notice of the meeting shall include the agenda. In cases of special urgency, the Board may reduce the notice period to one week, provided that the Board explains in the notice why it views the meeting to be particularly urgent.

(3)       Any member may demand the inclusion of additional agenda items provided that they give notice of these items to the Board at least one week prior to the Members’ meeting. The chair of the meeting shall announce the additional items at the beginning of the Members’ Meeting.

§ 17  Decisions by Members’ Meeting

(1)       The Chair shall preside over the Members’ meeting; if the Chair is absent, the Vice Chair shall preside over the meeting. If the Vice Chair is also absent from the Members’ meeting, the Members’ meeting shall elect another present Board member as chair of the meeting.

(2)       The chair of the meeting shall determine the voting procedure. The chair of the meeting shall designate a secretary at the beginning of the Members’ meeting. The secretary shall take minutes of the decisions made in the Members’ meeting. The minutes shall be signed by the meeting chair and the secretary. The Chair of the Board shall make the minutes available to the members and file the minutes in the Association’s records.

(3)       The Members’ meetings shall adopt decisions by simple majority of the votes cast, provided that no divergent provision is stipulated in compulsory law or in these Statutes; abstentions are not counted. Decisions that amend the purpose of the Association or provide for the dissolution of the Association require a 90% majority of the votes cast. Other amendments to the Statutes require a 75% majority of the votes cast. Decisions that require a special majority can be made only if at least half of the Association’s active members are present or represented by proxy.

(4)       A decision that is unanimously ratified by all the members of the Association in writing shall have the effect of a decision by the Members’ meeting. The Chair shall make a record of all decisions made in this manner and shall distribute this record to the members of the Association.

§ 18  Fiscal Year

The fiscal year of the Association is the calendar year. The period between the establishment of the Association and 31 December 2012 shall constitute an abbreviated fiscal year.

§ 19  Dissolution

(1)       The dissolution of the Association shall require a decision by the Members’ meeting with a 90% majority of the votes cast (see § 15 (3)).

(2)       In the event of the dissolution of the Association or should the tax-privileged purposes cease to exist, the assets shall be transferred to Trinity Lutheran Church e. V., Frankfurt am Main, which shall use the assets exclusively and directly for the purposes listed in § 3 of these Statutes.

Frankfurt am Main [Date]

[1] Eingetragener Verein = registered Association