Only the German version of the following Statute shall be deemed authentic:
Articles of Association
§ 1 Name
(1) The name of the association is "Für Sierra Leone e.V.".
(2) After registration in the register of associations, the denomination “registered association” will be added to the name.
(3) The fiscal year is the calendar year.
§ 2 Seat
The registered office is located in Grünwald, administrative district of Munich.
§ 3 Purpose of the association
The association pursues exclusively and directly charitable purposes in the sense of the Section "Tax Privileged Purposes" of the (German) Tax Code. The association may manage its own projects, but is mainly used as a conveyor within the meaning of Section 58 no. 1 (German) Tax Code. Purpose of the association is therefore the procurement and transfer of funds to other tax-privileged entities / corporations under public law or foreign corporations which are committed to the promotion of tax-privileged purposes described below.
Purpose of the association is the promotion of international understanding between the citizens of Sierra Leone and Bavaria and all development cooperation purposes in/ with Sierra Leone, the promotion of education and training, the promotion of health care and improvement of infrastructure. The association will provide both financial and material support of projects, notably in Sierra Leone, which help to improve the situation and living conditions of the citizens of Sierra Leone. Beside this, the association’s work should promote the cultural exchange between Bavaria and Sierra Leone.
The purpose of the association is in particular realized by:
a) Planning and realizing cultural events (concerts, lectures, exhibitions, celebrations, mutual visits et al.)
b) Financial and material support for aid projects in Sierra Leone concerning development cooperation. These include, for example:
a. Financial and material support for corporations
promoting education and professional training in Sierra Leone (support of schools and training centers, education and training of the teaching staff)
b. Financial and material support for training and study visits of scientists, teachers, trainers, students and pupils from Sierra Leone in Germany as well as support for training and study visits of scientists, teachers, trainers, students and pupils from Germany in Sierra Leone. For this, granting of scholarships is also intended.
c. Financial and material support for projects improving the local water supply
d. Financial and material support for projects improving regional health care.
For the realization of its purposes the association can become active itself or use auxiliary persons.
§ 4 Charitable status
The association is democratic, politically neutral, non-denominational and independent. The association pursues exclusively and directly charitable purposes in the sense of the section tax-privileged purposes of the (German)Tax Code. The association is selflessly active. It does not pursue primarily commercial purposes.
Funds of the association may only be used for statutory purposes. The members will not receive any benefits from the association.
The members do not have any claims relating to the funds of the association in case they cancel their membership or the association is liquidated. Nobody may benefit from expenses which are outside the purpose of the association or receive disproportionately high remunerations.
The funds of the association are mainly raised through:
a) Collection of membership fees
b) Donations and foundations
c) Grants and events
§ 5 Admission of members / membership
(1) Any fully contractually capable natural person or any legal entity willing to contribute and support the association in its tasks can become member of the association.
(2) The membership is requested by written application with acceptance of the statutes of the association upon admission. The board will decide about acceptance of an application. Acceptance is confirmed upon delivery of a written declaration.
(3) Persons who have promoted the purposes of the association to a special degree can be appointed honorary members by resolution of the general assembly.
§ 6 Termination of membership
(1) The members can leave the association. They have to declare the withdrawal in writing and with a notice period of three months before the end of a financial year unless the general meeting did not regulate differently. In order to meet the notice period, the resignation has to be received by a member of the board of directors in time.
(2) The membership ends with the death of the member.
(3) The membership also ends by exclusion. Exclusion is valid for important reason, especially if the member has unacceptably violated the interests or purposes of the association or is in default with its contribution payment despite a reminder to the member’s address announced last. The exclusion is decided by the general assembly upon application by the board of directors.
§ 7 Membership contributions
(1) Every member has to pay a membership contribution. The amount has to be determined by the general assembly for the coming fiscal year. As far as the general assembly does not take such resolution, the last year’s membership contribution remains valid. The contribution is paid in advance and in full for the entry year.
(2) If required, the general assembly is entitled to take a resolution on a detailed schedule for contributions.
Honorary members / honorary chairmen are exempted from the obligation to pay contributions.
§ 8 Organs of the association
Organs of the association are
- the Board of Directors,
- the General Assembly.
§ 9 Board of directors
(1) The board pursuant to Section 26 German Civil Code consists of up to three members; if three board members are elected, the board consists of the first and the second chairman and the treasurer.
(2) Two board members represent the association together. The general assembly may decide that one or more board members are individually entitled to represent the association.
(3) The board is appointed after election by resolution of the general assembly for the period of three years. It remains in function until the appointment of a new board.
(4) The function of a board member ends with his / her withdrawal from the association.
(5) The board can set up its own board rules.
(6) The board is generally active on an honorary basis. Board members can receive an appropriate flat fee for their activity to be determined by the general assembly. The appropriateness of the compensation should be judged in relation to relevant time and effort, usual compensation for the respective board member’s work as well as to the financial resources of the association.
§ 10 Cash Auditors
For a period of three years, up to two auditors can be elected who must not be board members according to Section 9 of these articles. The examination by the cash auditors refers to the mathematical correctness, not to the appropriateness of the expenditures incurred. The result is to be reported in the annual general assembly.
§ 11 Convocation of the general assembly
(1) A general assembly shall be held once a year. The general assembly can also be carried out in writing by circular resolution if all members agree to this procedure in the resolution.
The general assembly must be convened
- if it is required by the interest of the association,
- if 20 % of the members request convocation stating the reason.
(2) The general assembly is convened by a board member in writing (also per email or fax) with a notice period of two weeks. The deadline begins with the date of sending the invitation to the last announced member's address or email address or fax number. The convocation of the assembly has to indicate the subject matter and shall include the agenda.
(3) Further requests of the members shall be made at least one week before the specified date of the general meeting in writing (also by e-mail or fax) and submitted to the board.
(4) If last minute applications (urgent requests) are presented, the general assembly shall decide about their admission with a simple majority of present members. Urgent requests for amendment of the articles of association, change of purpose and dissolution of the association are inadmissible.
(5) In the general meeting each member has one vote. A member may authorize another member in writing to vote in his absence. The power of attorney can be used for all resolutions of the relevant general assembly as well as for general assemblies in the future.
§ 12 Responsibility of the General Assembly
(1) The General Assembly is responsible in particular for
- the decision on applications to the general assembly / board templates,
- the receipt of the (also oral) annual report,
- approval of the annual accounts,
- amendments to the articles of association, changes of purpose and dissolution of the association, each with the prior approval of the tax authorities,
- the board elections and the discharge of the members of the board
- if necessary, the election of auditors as well as
- the appointment of honorary members / honorary chairman.
(2) Resolutions of the general assembly are generally accepted by a simple majority of the votes cast. This also applies to elections. Resolutions about changes of the articles of association and changes of purpose require a majority of at least 75 % of the votes cast by the members present.
(3) The decisions of the general assembly have to be written down as minutes of the meeting and to be signed by the first or the second chairman and the secretary of the association or a secretary appointed and elected by the general assembly.
Applications for admission of a secret vote on individual agenda items generally require the approval of a simple majority of the present voters.
§ 13 Dissolution
In case of dissolution or loss of tax-privileged purposes or other legal termination of the association its remaining assets are transferred to the Rotary Club Königsplatz Gemeindienste eV, Wehrlestrasse 13, 81679 Munich, with the proviso to use it directly and exclusively for charitable, benevolent or ecclesiastical purposes.
§14 Entry into force of the articles of association
These articles come into force with the foundation of the association and its entry in the register of associations of the Lower Court in Munich (Court of Registry). The Articles of Association were formed today and executed by the below mentioned founding members:
1. Dr. Petra Wibbe
2. Kornelia Holzhausen
3. Patricia Paulus
4. Eckart Günther
5. Sarah Bomkapre Kamara
6. Dr. Albert Graf von Schönborn
7. Dr. Dietmar Scheiter
8. Dr. Detlev Riedel
Grünwald, 10th of December, 2013