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STATUTES

 

§ 1
Name, Registered Offices, Fiscal Year

The Association bears the name:
„Open Channels for Europe!“.
The Association has been entered into the Register of Associations and bears the addendum „e.V.“
The Association’s registered offices are in Berlin. The fiscal year is the calendar year.

§ 2
Object and aim

  1. The goal of the association is the support of formal, non-formal and professional education through the employment of electronic media.

  2. Within this goal the Association promotes

  • political education as the basis for the protection and development of a democratic community.

  • intercultural dialogue with respect for the customs, religions and world-views of others.

  1. In particular the association wishes to procure this in support of the “Berlin Declaration of November 1997 with the following measures:

  • Development and execution of cooperational projects

  • Development and employment of new application and programme concepts in a media network which will be developed by the Association

  • Planning and implementation of conferences, seminars and workshops

  • Documentation of and experience-exchange with media educational projects

  • Public information about responsibility and significance of active participation by the public in electronic media.

§ 3
Non-profit making Nature

  1. The Association exclusively and directly pursues non-profit-making ends; the Association acts selflessly; it does not primarily pursue economic objects for its own ends. The Association’s resources including any surpluses may only be used as defined in the Association’s object.

  2. No person may benefit from expenditure not related to the Association’s object, or from inappropriately high payments. Members of the Association shall receive neither shares in profits nor, in their capacity as members, any other grants from the funds of the Association.

§ 4
Acquisition of Membership

  1. Any European natural or legal person can be members of the Association, provided that they seem suitable for promoting the objects of the Association.

  2. Application for membership shall be made in writing to the Executive Board of the Association. The Executive Board shall decide on the admission of a member which has to be confirmed at the next  General Meeting. The applicant will be notified in writing of the decision.

  3. Membership starts on the date on which the affirmative decision of the Executive Board is sent to the applicant.

§ 5
Loss of Membership

  1. Membership is terminated by death, in the case of legal persons by the loss of legal status, by voluntary resignation or by exclusion through the Executive Board.

  2. The Executive Board is to be notified of voluntary resignation in writing upon observance of three months notice to the end before the end of the calendar year. Exclusion by the Association can only be effected for important reasons. An important reason is in particular if a member has repeatedly violated the Statutes or resolutions and rulings of the Association’s bodies. The Executive Board shall decide on the exclusion. Written notification of the exclusion shall be sent to the member in question and shall take effect on the date on which the Executive Board sends the notice.

§ 6
Membership Rights

  1. The Association has full members and can also have honorary members. If the member is a legal person, the membership rights are to be exercised by one of its legal representatives or by a third person authorized by the legal person’s representative body.

  2. Every member is entitled to take part in establishing the intentions of the Association by exercising the right to propose motions, the right of discussion and voting rights in the General Meeting as stipulated by law and these Statutes. Every member has one vote. Voting rights for the General Meeting are transferable, and every member present and entitled to vote can hold a written proxy to represent no more than two absent members entitled to vote.

§ 7
Membership Fees

  1. Members are to pay membership fees, which are determined by the General Meeting. Honorary members are exempted.

  2. The membership fees are due no later than two months after admission, then annually on 1st January. Any member more than six months in arrears with their annual fee shall be sent a written reminder. If payment is still not made within a reasonable period, this shall constitute an important reason for exclusion from the Association.

§ 8
Bodies of the Association

The Association’s bodies are the General Meeting and the Executive Board.

§ 9
Duties and Resolutions of the General Meeting

  1. The General Meeting has the following duties:

  1. Upholding and implementing  the objectives and aims of the Association.

  2. Receipt and approval of the written report of the Executive Board and the accounts; formal approval of the Board’s acitivities.

  3. Appointment and removal from office of members of the Executive Board;

  4. Adoption of amendments to the Statutes and resolutions on the voluntary dissolution of the Association;

  5. Advice and resolution about other questions on the agenda.

  6. Decisions on the date and place of the next General Meeting.

  7. Decision about the amount of the membership fees.

  8. Decision about the number of members of the executive board.

  9. Confirmation of the decision of the executive board concerning the admission of new members.

  1. The General Meeting constitutes a quorum if at least 1/5 of the members entitled to vote are present in person or duly represented, including the Executive Board’s Chairman and Vice-Chairman. Voting is effected by a simple show of hands. The General Meeting can adopt any other form of voting. The General Meeting decides by a simple majority of votes. Equality of votes shall be regarded as rejection of a motion. Invalid votes and abstentions will not be counted.

  2. Resolutions on amendments to the Statutes shall require the presence of 2/3 of the Association’s members and 3/4 of votes cast by members present or duly represented. Resolutions on dissolution or changing the object of the Association shall require the consent of all members.

  3. If a General Meeting called to vote on the dissolution of the Association does not constitute a quorum in accordance with subparagraph 3, another General Meeting with the same agenda has to be convened within four weeks of the date of the meeting. This second meeting may take place no earlier than two months after the date of the first, but no later than four months after that date. The invitation to that meeting has to contain a comment on the simplified voting procedure (subparagraph 5).

  4. Regardless of the number of Association members present, the new meeting is competent to pass resolutions with a majority of votes as provided in subparagraph 3.

  5. A record of the business transacted and resolutions passed shall be prepared at every General Meeting and shall be signed by the chairman of the meeting.

  6. Where the law stipulates a larger voting majority, these provisions shall apply.

§ 10
General Meeting

  1. The ordinary General Meeting shall be held once a year.

  2. The Executive Board shall convene the General Meeting in writing, setting forth the agenda and the venue and giving no less than four weeks notice. Date and place will be specified by the General Meeting at the request of the Executive Board. The period of notice runs from the working day following the posting date of the written invitation. The Executive Board shall determine the agenda. The invitations shall be sent to the address last notified to the Association by each member.

  3. Motions from members shall be submitted in writing to the Executive Board at least four weeks before the date of the Association’s annual General Meeting with a brief statement of reasons. The Executive Board shall decide at its due discretion whether to put motions submitted within the time limit on the agenda. They have to be put on the agenda if they are supported by at least 1/3 of the members of the Association.

§ 11
Extraordinary General Meeting

  1. An extraordinary General Meeting shall be convened by the Executive Board if this is in the interests of the Association, or if 2/5 of all members request the Executive Board for such a meeting in writing, stating the purpose and the reason.

  2. An extraordinary General Meeting duly requested in accordance with subparagraph 1 has to be convened no later than four weeks after the Executive Board receives the request. The agenda shall be sent in writing to every member of the Association together with an invitation giving two weeks’ notice. The provisions for the annual General Meeting apply mutatis mutandis to the extraordinary General Meeting.

§ 12
Duties and Election of the Advisory Board

  1. The Advisory Board consists of at least 7 members.

  2. The Advisory Board shall have the task of advising the Executive Board on statutes and development matters.

  3. The Advisory Board shall be elected by the General Meeting for a period of two years from the date of election; it will, however, remain in office until the new election. Every member of the Executive Board cannot at the same time be members of the Advisory Board.

  4. The Executive Board will invite the Advisory Board at least once a year to a joint meeting.

§ 13
Composition and Election of the Executive Board

  1. The Executive Board consists of at least three members.

  2. The term of office for the members of the Executive Board is two years. They remain in office, however, until such time as a successor has been elected. Re-election is possible. If an Executive Board member retires from the Executive Board during his/her term of office, the next General Meeting has to elect a successor for the remaining term of office.

  3. The members of the Executive Board are elected by the General Meeting.

§ 14
Duties of the Executive Board

  1. The Executive Board is responsible for the management of the Association. It is responsible for all business not explicitly assigned by these Statutes to the General Meeting. The Chairman and the Vice-Chairmen shall constitute the Executive Board as defined by § 26 of the BGB (German Civil Code). The Association shall be represented by two members of the Executive Board in all Association matters both in and out of court.

  2. A General Secretary can be appointed to assist the Executive Board.

 

§ 15
Resolutions of the Executive Board

  1. The Executive Board constitutes a quorum if all the members of the Executive Board have been duly invited and are present. The members are invited by the Chairman, and if he is incapacitated by the Vice-Chairman, either in writing, or by telephone or cable. No agenda need be made known when convening a meeting of the Executive Board.

  2. The Executive Board decides by simple majority. In the case of equality of votes, the Chairman or if prevented the Vice-Chairman shall have the casting vote. Abstentions shall not be counted. Resolutions or proposals can also be made in writing.

  3. Minutes shall be recorded at Executive Board meetings. They must be signed by the Chairman, or if incapacitated by the Vice-Chairman, as well as by the secretary.

§ 16
Dissolution of the Association

  1. In case of dissolution of the Association, the current Chairman shall also be the Association’s liquidator.

  2. Upon dissolution or termination or cessation of its present object, the Association’s assets shall be surrendered to the German Society for Journalism and Communication Science e.V., with the appropriation that these assets be directly and exclusively used according to the objectives and aims of “Open Channels for Europe!”

§ 17
German Version

  1. The German version of the Association’s Statutes is the only legally valid version.

  2. In addition, the statutory provisions of the Federal Republic of Germany also apply.

 

Berlin, Nov. 14, 2004

 

 

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