|
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
-
The
goal of the association is the support of formal, non-formal and
professional education through the employment of electronic
media.
-
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.
-
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
-
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.
-
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
-
Any
European natural or legal person can be members of the
Association, provided that they seem suitable for promoting the
objects of the Association.
-
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.
-
Membership
starts on the date on which the affirmative decision of the
Executive Board is sent to the applicant.
§
5
Loss of Membership
-
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.
-
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
-
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.
-
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
-
Members
are to pay membership fees, which are determined by the General
Meeting. Honorary members are exempted.
-
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
-
The
General Meeting has the following duties:
-
Upholding
and implementing
the objectives and aims of the Association.
-
Receipt
and approval of the written report of the Executive Board and
the accounts; formal approval of the Board’s acitivities.
-
Appointment
and removal from office of members of the Executive Board;
-
Adoption
of amendments to the Statutes and resolutions on the voluntary
dissolution of the Association;
-
Advice
and resolution about other questions on the agenda.
-
Decisions
on the date and place of the next General Meeting.
-
Decision
about the amount of the membership fees.
-
Decision
about the number of members of the executive board.
-
Confirmation
of the decision of the executive board concerning the admission
of new members.
-
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.
-
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.
-
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).
-
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.
-
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.
-
Where
the law stipulates a larger voting majority, these provisions
shall apply.
§
10
General Meeting
-
The
ordinary General Meeting shall be held once a year.
-
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.
-
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
-
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.
-
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
-
The
Advisory Board consists of at least 7 members.
-
The
Advisory Board shall have the task of advising the Executive
Board on statutes and development matters.
-
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.
-
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
-
The
Executive Board consists of at least three members.
-
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.
-
The
members of the Executive Board are elected by the General
Meeting.
§
14
Duties of the Executive Board
-
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.
-
A
General Secretary can be appointed to assist the Executive
Board.
§
15
Resolutions of the Executive Board
-
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.
-
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.
-
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
-
In
case of dissolution of the Association, the current Chairman
shall also be the Association’s liquidator.
-
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
-
The
German version of the Association’s Statutes is the only
legally valid version.
-
In
addition, the statutory provisions of the Federal Republic of
Germany also apply.
Berlin,
Nov. 14, 2004
>>
BERLIN DECLARATION
>>
BERLIN DECLARATION AMENDMENT |