Articles of Association
§1 Name, head office, and business year
(1) The association bears the name of ‘Tanzania-Network.de e.V.’
(2) The head office is located in the city of Berlin and is registered within the Register of Associations.
(3) The calendar year represents the business year.
§2 Purpose of the association
(1) Tanzania-Network.de e.V. aims to intensify and effectively shape the relationships between individuals, groups, organizations, and institutions in Germany and Tanzania through intellectual, cultural, religious, economic, and societal exchange. Especially, concerning economic and social justice. Hereby, Tanzania-Network.de e.V. mainly serves the purpose of development cooperation and its educational work. Main concern is the educational work.
(2) The purpose of the association will be achieved by the following activities:
a) Stimulation of an effective exchange of experiences and knowledge,
b) Promotion of regional and international links,
c) Coordination of development-political lobbying,
d) Qualification of cooperation between grassroots groups and political institutions,
e) Provision of media and working materials,
f) Promotion and advancement of educational and cultural work.
(3) These activities are being implemented by the following means:
a) Publishment of the magazine HABARI,
b) Operation of an internet service,
c) Expansion of an address and expert’s pool,
d) Realization of seminars and workshops.
(4) The association serves as a contact for initiatives, institutions, and organizations as mentioned in §2 (1).
§3 Benefit to the public
(1) The Association shall solely and directly pursue public or charitable purposes within the meaning of the chapter ‘Tax-Exempt Objectives’ of the Regulation of Taxation in the respective applicable version. The association works selflessly; it does not pursue in the first place economic purposes.
(2) The association does not pursue any party political objectives.
(3) The financial means of the association shall be used according to the association's purpose only.
(4) The members shall not receive shares of profits or any other benefits of the association. Upon dissolution of the association or upon membership withdrawal by individuals, a right to claim the association’s benefits does not exist.
(5) No person may benefit from expenditures that are not related to the purpose of the association, or through inappropriately high allowances.
(1) Membership of the association may be attained by all natural or legal persons, grassroots and initiative groups within the meaning of §2 (1) who are willing to serve the associations purposes.
(2) Legal persons, grassroots and initiative groups shall announce to the board of directors in writing which member will exercise the right to vote.
(3) The board of directors will decide on new memberships. The membership application shall be sent in writing to the board. Upon membership denial, a justification has to be formulated. Within one month after receiving membership denial the applicant has the right to apply for a resolution by the General Meeting.
§5 End of membership
(1) The membership of a natural person ends upon the death, the membership of a legal person, grassroots and initiative groups within the meaning of §2 (1) ends upon resolution.
(2) The resignation of a member is only possible towards the end of each calendar year. The letter of resignation shall be sent to the board by September 30th of each calendar year.
(3) A member can be deleted from the membership list, if the membership fee has not been transferred after two reminders and settings of deadline. In the second reminder, the information on future exclusion must be formulated. The General Meeting will decide on its next meeting on exclusions.
(4) Furthermore, upon behavior that is severely detrimental to the Association the General Meeting may decide on exclusion. This decision requires a majority of two thirds of all votes. The planned exclusion has to be announced on the agenda.
§6 Membership Fee
The association charges a staggered, annual fee. The amount of the fee is being determined by the members of the board.
§7 Organs of the Association
The organs of the association consist of the General Meeting and the board of directors.
§8 General Meeting
(1) The Annual General meeting shall take place once a year. The board of directors has to be incompliance within the time period of four weeks indication in writing when and where the General Meeting will take place. The period begins with the day following the forwarding date of the invitation. The invitation letter is considered as delivered to the member, if it was directed to the address that was last given to the board of directors.
(2) Each member may request an addition to the General Meeting’s agenda at least two weeks before the meeting. The board of directors shall decide on the requests being made concerning additions to the agenda.
(3) An extraordinary members meeting is called in when this is required by the interests of the association, or when one fifth of all members send a written request together with the reasons and justifications.
(4) General Meetings shall be presided over by the Chairperson of the board of directors or, in the event that he or she should be prevented from doing so, by the Vice Chairperson. In the absence of any member of the board of directors, the General Meeting shall determine a chairman for the meeting.
(5) The chairperson of the meeting determines the nature of voting. The vote must be performed in writing when requested by one third of the attending members, who are eligible to vote. The general assembly is competent to make decisions regardless of the number of members attending.
(6) Resolutions are passed by the attendees of the general meeting with the single majority of the submitted valid votes. Changes of the statute require a majority of three quarters of the delivered valid voices.
(7) In elections, a person is elected if he or she has received more than half of the valid votes cast. If no one person has received more than half of the valid votes cast, a second ballot is held between the two candidates who have received the most votes. In case of an equal number of votes the chairman of the general meeting decides by drawing the lot.
(8) Minutes of the General Meeting’s resolutions shall be prepared and signed by the chairman of the meeting.
(9) The General Meeting is responsible for the following issues
a) election and dismissal of the directors,
b) the acceptance of the annual report, annual financial statement, and relieving the board of directors,
c) election and dismissal of the cash auditor,
d) regulation of membership fees,
e) resolutions, modifications of the statutes, and the dissolution of the association,
f) decisions on the work priorities, guidelines, and principles of the association,
g) authorization of the board of members to hire a managing director and other employees and conclude employment contracts.
§9 Board of directors
(1) The board of directors consists of the Chairperson, the Vice Chairman, the Secretary, the Treasurer, as well as other owners of duties.
(2) The board as in §26 BGB is the Chairperson or the second Chairperson who represents the Association along with a third member judicially and extra-judicially.
(3) The board of directors shall be entitled for the duration of two years. The board of directors stays in office until a new board is elected.
(4) The board of directors is responsible for the management of the Association and the implementation of all resolutions made by the General Meeting.
(5) The board of directors may transfer duties to other members.
(6) The board of directors constitutes a quorum if at least half of the members are present including the Chairperson or the Vice Chairman. Resolutions are passed with a simple majority of the votes; in case of equal votes the Chairman shall have a casting vote.
In general, the decisions of the board of directors are made at the meetings of the board of directors. Summaries of meetings shall be issued always.
Votes on resolutions may also be taken using indirect procedures if no member of the board of directors objects.
(7) The board of directors is authorized to independently make amendments to the Articles of Association if demanded by the local court or required for the approval of charitable nature without involvement of the General Meeting. The members of the General Meeting shall be informed about the amendments made during the next General Meeting.
(8) If the association has a separate management, it shall be fully responsible to the board of directors.
(9) The board of directors works on a voluntary basis only.
§10 Dissolution of the Association and use of the Association’s assets
(1) Only a General Meeting with at least half of it’s legal members present may decide on the dissolution of the Association.
(2) The resolution of dissolution requires a three-fourths majority of the members present.
(3) The last General Meeting names two liquidators who will be in charge of the process of dissolution of the Association.
(4) In the event of dissolution of the Association, the assets of the Association shall be transferred equally to the following tax-advantaged corporations:
- DETAF e.V. (German-Tanzanian friendship Association), Kolpingstr. 24, 48351 Everswinkel
- Freundeskreis Bagamoyo e.V., Bussardstr. 1, 59269 Beckum.
The purpose of further usage of the assets shall only be for the promotion of development cooperation or the international understanding between Germany and Tanzania.
(5) The decision upon this matter shall be made during the last General Meeting.
For the accuracy and exhaustiveness of the Articles of Association as mentioned in §71 BGB the board of directors signs as following: