Articles of Association
1 Name and registered office
1. the association carries the name Dominican Health.
2. it is registered in the register of associations and carries the addition e.V..
3. the seat of the association is Furtwangen in the Black Forest.
2 Business year
1. the business year is the calendar year.
3 Purpose of the Association
1. the association pursues exclusively and directly charitable purposes in the sense of the section “tax-privileged purposes” of the tax code. (§52 (2) 3 Tax code).
2. purpose of the association is the support of the primary health care of the population on the Dominican republic. 3. the realization of this.
3. the realization of this purpose takes place through support of aid projects and volunteer work in the Dominican Republic.
4 Selfless activity
1. the association is selflessly active, it does not pursue primarily economic purposes.
5 Membership
1. any natural or legal person can become a member of the association who is willing to promote the purpose of the association and who undertakes to pay the minimum contribution decided by the general meeting or a higher contribution determined by himself. The declaration of commitment shall be made in writing to the Executive Board. The board decides on the admission of the member.
2. the applicant is entitled to appeal against the rejection, which does not require a reason, to the general meeting, which then makes the final decision.
3. the resignation of a member takes place according to § 6.
6 Termination of membership
1. the membership ends by resignation, exclusion, death or dissolution of the legal entity.
2. the resignation takes place by written explanation opposite a member of the board entitled to represent. The written notice of resignation must be given to the executive committee with a period of notice of one month at the end of each financial year.
3. An expulsion can only take place for an important reason. Important reasons are, in particular, behaviour that damages the association’s objectives, the violation of statutory duties or arrears of contributions of at least one year. The executive committee decides on the exclusion. Against the exclusion the member is entitled to appeal to the general meeting, which is to be addressed in writing within one month to the executive committee. The general meeting makes the final decision within the framework of the association. The member reserves the right to review the measure by appealing to the ordinary courts. The appeal to an ordinary court has a suspensive effect until the judicial decision becomes final.
7 Funds, membership fees, allocation and liability
1. the association acquires the funds necessary to achieve its purposes by means of membership fees:
Membership fees
Other income and project-related grants (donations)
2. the origin of the means is to be disclosed to the members.
3. annual fees are levied from the members. Amount and due date are determined by the general meeting on proposal of the executive committee. 4.
4. in urgent cases, the general meeting can decide on one-time charges – annually at the most in the amount of a membership fee.
5. In cases of hardship, the Board of Directors may waive fees, levies and charges.
6. Honorary members are exempt from the obligation to pay fees and levies.
7. only the association, not the individual member of the association, is liable for legal transactions carried out by the executive committee on behalf of the association.
8. for services of the association fees are fixed in the association meeting on suggestion of the executive committee.
8 Organs
1. are organs of the association:
the general meeting
the Board of Directors
9 Management Board
1. The entire executive committee of the association consists of the first chairman, the second chairman, the treasurer and the secretary and a maximum of three assessors.
2. the executive committee in the sense of § 26 BGB consists of the 1st chairman and the 2nd chairman. Each of them represents the association in and out of court. Two members of the board represent the association together.
3. the executive committee is elected by the general meeting for a period of one year; however, it remains in office until a new election has taken place.
4. only members of the board can become members of the association.
5. re-election is permissible.
6. on termination of membership in the association, the office as executive committee also ends.
10 Resignation of the Board of Directors
1. In the event of premature resignation of a member of the Executive Board (except for the positions of the 1st and 2nd chairmen), the Executive Board may fill a temporary position until the next General Meeting. Confirmation or dismissal and re-election shall be effected by the general meeting. The association documents in the possession of the retired board member as well as the remaining association property are to be handed over to the 1st chairman (representative) immediately.
2. if the 1st and 2nd chairmen leave office at the same time, the remaining members of the board are obliged to call an extraordinary meeting for the purpose of new election.
3. if only the first or only the second chairman resigns from office, the remaining chairman shall temporarily assume office until the next ordinary general meeting.
4. if the entire executive committee resigns, the appointment of an emergency executive committee is to be requested by the membership at the responsible district court.
11 General Meeting
1. the general meeting consists of all members of the association.
2. the ordinary general meeting takes place once a year. In addition, a general meeting must be convened if the interests of the association so require or if at least 1/10 of the members demand it in writing, stating the purpose and the reasons.
3. Each general meeting is to be called by the executive committee in writing under observance of an invitation period of at least two weeks and under indication of the agenda.
4. every duly convened general meeting has a quorum regardless of the number of members present.
5 The resolutions of the general meeting are passed by a simple majority of the valid votes cast. However, a majority of ¾ of the valid votes cast is required to amend the statutes and the purpose of the association.
6. a protocol is to be taken up over the resolutions of the general meeting, which is to be signed by the 1. chairman and the secretary.
7. the general meeting is responsible in particular:
a) The election of the executive committee,
b) the receipt of an annual report on the management of the company,
c) the ratification of the actions of the Management Board,
d) the determination of the expense allowance for the members of the Executive Board,
e) the determination of the minimum contribution,
f) the adoption of resolutions on amendments to the statutes,
g) the resolution on a possible dissolution of the association and
h) the election of two cash auditors
12 Cash audit
1. the general meeting elects a cash auditor for a period of one year.
2. he/she may not be a member of the board.
3. re-election is permitted.
13 Appropriation of funds
1. funds of the association may be used only for the statutory purposes.
2. the members do not receive any contributions from the funds of the association. For other activities on behalf of the association, appropriate travel allowances for voluntary work or remuneration may be paid in accordance with a decision of the board.
3. no person may be favoured by expenditures, which are foreign to the purpose of the association, or by disproportionately high remuneration.
4 The members have no claim whatsoever to the association’s assets in the event of their resignation, dissolution or cancellation of the association.
14 Council of Founding Members
1. The council of the founding members (see c. the council) consists of the seven founding members of the association or their successors, who must also be members of the association.
2. the council can be extended. For this a unanimous resolution of the council must be brought about in each case, the appointment of an “extension member” must likewise take place unanimously.
3. Each member of the Council may convene the Council in writing with a notice period of two weeks, stating the reasons. The convocation shall not apply if the majority of the founding members object. 4.
4. The Council shall decide by simple majority of those present if at least five founding members are present; there shall be an open vote in the Council.
5. Each founding member shall have the following special rights:
a) Proposal to the Council for the convening of a general meeting.
b) Proposal of a successor to be confirmed by the Council. The successor shall take office after the founding member has ceased to be a member of the Association or has waived his or her membership of the Council. If the founding member has not nominated a successor or if the Council has not confirmed the nominee, the Council shall appoint a successor. 6.
6. the council has a veto right against decisions of the general assembly. A veto must be filed within two weeks after sending the minutes of the general meeting. The deadline is met with the application for the convening of the council, which is communicated to the executive committee. 7.
7. The Council shall explain its veto in a General Assembly to be convened immediately; a veto can only be lifted in the General Assembly with a two-thirds majority.
8. The Council has the right to determine the basic orientation of the Association’s activities; this right includes the authority to declare individual activities, types of treatment, doctrines incompatible with the basic orientation of the Association’s activities, for example; these activities are then inadmissible within the framework of the Association.
15 Dissolution
1. the association is dissolved, if at least 4/5 of the members are present in a meeting called for this purpose and decide the dissolution with ¾ of the delivered votes.
2. if the general meeting does not have a quorum, a new general meeting can be convened at the end of a month, in which the decision to dissolve the association is taken regardless of the number of voters by ¾ of the votes present. This provision must be mentioned in the second invitation. 3.
3. in case of dissolution of the association, deprivation of legal capacity or loss of tax-privileged purposes, the assets of the association shall be transferred to Medico International for use in primary health care in Latin America.
Furtwangen, 24.01.2018
The Executive Committee