(Kopie 1)

Statute

The committee is founded and located in Germany (according German right). The following document was translated conscientiously by a sworn translator. However, this translation only is informal in character. The German Statute or “Deutsche Satzung” is exclusively binding for all legal obligations.

 

ARTICLES of INCORPORATION

Updated by resolution of the
general meeting on 27 October 2007


Section 1    Name, Seat, Financial Year

        
The association is named, “Komitee zur Förderung medizinischer und humanitärer Hilfe in Afghanistan e.V., Chak-e-Wardak Hospitalprojekt / Committee for Promotion of Medical and Humanitarian Aid in Afghanistan Chak-e-Wardak Hospital Project (CPHA)“.
Seat of the association is Dortmund (Germany).
The association’s financial year corresponds to the calendar year.
        
Section 2    Purpose of the Association
        
The association’s purpose is to arrange humanitarian aid by operating and supporting medicinal and other charitable humanitarian institutions, by promoting public health education and implementing health care measures in Afghanistan.
        
For this purpose, the association also makes material and financial donations to medical and other charitable humanitarian organisations in Afghanistan, especially for the treatment of women and children and for medical training.
        
Section 3    Non-profit Status
        
The association solely and directly pursues charitable and non-profit goals in the sense of the section „Tax-deductible Purposes“ of the Abgabenordnung [German Fiscal Code] in the respective valid version.
        

The association is non-profit making; it does not pursue primarily economic purposes.
The association‘s funds may only be used for the purposes defined in the Articles of Incorporation. The members work voluntarily and are not paid for their activities.
No person may benefit from expenditure which is not in keeping with the purpose of the association, or from compensation which is disproportionately high.
        
Section 4    Basis and Members of the Association
        
The association is independent, non-party and non-denominational. The association is organised by its members pursuant to the framework laid out in section 3.
        
Any natural person who has reached the age of 18, and any legal person can become a member of the association.
        
Membership is acquired with a written application for membership, approval of which is determined by the management board with written notification.


Membership ceases with the death of the member, with resignation or expulsion from the association, or, for legal persons, with loss of legal capacity.
        
Resignation is possible at any time with a written declaration addressed to the management board.
        
Expulsion by the management board can result if these Articles of Incorporation, their purpose or the interests of the association are culpably and grossly violated. Expulsion of a member requires a unanimous management board decision. If the member concerned is a member of the management board, the vote is taken without the member concerned.
The member shall be immediately informed of the expulsion.
The expelled member can lodge an appeal to the management board within two weeks and request that the next general meeting determine whether the expulsion is justified. A simple majority of those association members present at the meeting is required for the expulsion to be reversed. Until a decision is made by the general meeting, the member’s rights are suspended.

When membership is terminated for whatever reason, all claims arising from membership shall cease to exist. Restitution of membership fees, donations or other forms of support are fundamentally excluded. The association’s claim to overdue membership fees remains unaffected hereby.
        
Section 5 Membership Fees and Other Member Obligations
        

A membership fee determined by the general meeting is payable by the members.
        
Section 6    Bodies and Committees of the Association
        

The bodies of the association are the general meeting, the board of trustees and the management board.
The general meeting can decide to create other committees, in particular those for specific tasks.
        
Section 7    Management Board
        
The management board comprises the chair of the management board and the vice-chair (who represents the chair in his/her absence), the project manager in Afghanistan, the secretary and the treasurer.
        
        The management board has above all the following duties:

(a)   Preparing the general meeting and drafting the agenda
(b)   Convening the general meeting
(c)    Implementation of resolutions made by the general meeting
(d)    Administration of association assets
(e)    Preparing the annual report and the financial statement
(f)    Deciding on the inclusion of new members and motions for the expulsion of a member
(g)    Management on the basis of the purpose of the association
(h)    Budget planning.
        
The management board is quorate if at least 3 board members are present at board meetings or have submitted their vote in writing. The management board decides with a simple majority of the valid votes. In the event of a tie, the vote of the chair, and in his/her absence of the deputy vice-chair, decides.
        
The secretary shall take the minutes of the management board meeting. The minutes shall include date and time of the management board meeting, the names of the participants, the resolutions and voting results.
        
Due to the spatial structure of the management board, circular resolutions can also be made, or decisions can be taken by telephone. In the event of a decision being taken over the phone with regard to a sum of over €10,000, a member of the board must make a written note of the decision, distribute it to all members of the board and the decision must be confirmed by a written board resolution.
        
The management board is elected for a period of two years by the general meeting. However, the board shall remain in office after expiry of this period and until a new management board is elected.
        
The project manager in Afghanistan can be a person who is not a member of the association.
        
If necessary, additional association members or non-members can also participate in management board meetings. They have no voting rights.
        
To relieve the board, the board may also engage and pay non-members to conduct association affairs.
        
Section 8    Current Operations
        
The legal management board conducts current association affairs pursuant to section 7, para 2, points a & b.
Management board meetings are held at least once a year.
        
Until the next respective management board meeting the legal management board is responsible for internal association matters and can vote by majority. However, before concluding legal transactions which burden the association with expenditures of over €10,000 or which involve contractual obligations towards third parties, a written majority or an oral majority with written notice of the decision by the board member must be obtained. All other legal transactions of over €10,000 require, irrespective of the unlimited power of external representation of the legal management board, the approval of, if necessary, a subsequent board majority.
        
The management board represent the association judicially and extra-judicially in each case solely in line with section 26 BGB [German Civil Code].
        
The chair, in his/her absence the vice-chair, in his/her absence the project manager in Afghanistan, in his/her absence the treasurer, in his/her absence the secretary is independently authorised to conclude legal transactions which do not burden the association with more than € 10,000; this regulation is only internally valid.
        
Members have the right to claim reimbursement for the proven costs arising from their work for the association. Compensation for personal time spent by a member requires the conclusion of a respective service contract.

Employees and association members have the right, for the period of their deployment and for business trips (monitoring, audits etc) in or to Afghanistan or Pakistan, to insurance through the association against illness, accident (including disability) and against loss of luggage, if these risks have not already been covered privately.
Furthermore, the association is liable for claims (on presentation of an official damage report) for compensation in the event of the loss by theft of personal items and money (up to the amount of €100/day) during deployment, in as far as no other insurance compensation is awarded

Section 9    Accounts
        
The funds required to meet the purposes of the association are primarily raised from membership fees and donations.
        
The treasurer shall keep record of cash transactions and compile an annual financial statement.
        
The annual financial statement is to be audited by an external auditing firm. The audited annual financial statement is to be presented to the general meeting.
        
Section 10 Board of Trustees

The board of trustees comprises a chair and at least two other members. The majority of the members of the board of trustees shall not be members of the association.
Members of the management board may not be members of the board of trustees.
The role of the board of trustees is to monitor the management board.
To fulfil its role, the board of trustees is entitled to examine all the association’s business documents. The members of the board of trustees are obligated to treat all knowledge acquired in the execution of their duties confidentially
The board of trustees shall discuss possible complaints with the management board and reports to the general meeting.
The board of trustees meets at least once a year.
The general meeting elects the members of the board of trustees for a period of three years.

        
Section 11     General Meeting

The general meeting is responsible for the following matters:
(a)    Accepting the management board’s annual report and reports by the board of trustees
(b)    Determining the membership fee
(c)    Election and formal discharge of the members of the management board
(d)    Deciding on amendments to the Articles of Incorporation and on dissolution of the association
(e)    Deciding on additional bodies, especially committees with specific tasks;
(f)    Deciding on appeals against a management board decision to reject a membership application and to expel a member
(g)    Election of members of the board of trustees
        

The regular general meeting takes places at least once a year. General meetings are convened by the chair or in his/her absence by the vice-chair with a simple letter. This letter must also include the agenda as decided by the management board. The convocation period is four weeks. The deadline shall be considered to be complied with if the invitation has been sent to a member’s most recent known address.
        
An extraordinary general meeting shall be convened if requested in writing by a third of the members with an indication of the object of negotiation and the reasons or, if in the opinion of the board, it is in the interest of the association.
        
The general meeting can decide to alter or amend the agenda determined by the management board. Each member can propose additional motions to the chair convening the meeting, until at the latest three weeks before the date of the meeting. These motions shall be communicated in writing to all members at the latest two weeks before the general meeting. Section 11 para 2 point 4 applies correspondingly. The general meeting decides with a simple majority on this type of motion for additional discussion.
        
In the event that the project manager in Afghanistan is not a member of the association, he/she has the right to put matters on the agenda.
        
Section 12    Resolutions of the General Meeting
        
The general meeting is chaired by the chair of the board and in his/her absence by the vice-chair. If he/she is also unable to attend, the general meeting shall elect someone to chair the meeting.
        

A duly called general meeting is quorate independent of the number of attendees. All association members have the right to vote. The members present decide on the acceptance of proposed resolutions by simple majority. Abstentions count as invalid votes. A tie counts as a rejection. It is possible to delegate a vote.
        
Motions to alter and amend the Articles of Incorporation require a two-thirds majority of the votes cast. Abstention counts as rejection.
        
To expel members, a two-thirds majority of the votes cast is required. Abstention counts as rejection.
        
To alter the purpose of the association pursuant to section 2 and the non-profit status pursuant to section 3, a three-quarter majority of the votes cast is required.
        
As a matter of principle, votes are carried out by a show of hands; if a third of the members present request it, a written vote must be carried out.
        
Minutes on the proceedings of the general meeting shall be drafted and signed by a minute-taker elected by the chair or the vice-chair or by the general meeting and made available to all members. The minutes shall include place and time of the meeting, the establishment that the meeting was called pursuant to the Articles of Incorporation, the establishment that the meeting is quorate, the number of and addresses of the members present, the person chairing the meeting, the agenda, the resolutions, the voting results and the type of vote.
        
Section 13 Limitation of Liability

The liability of the management board, the board of trustees, employees and appointees of the association towards the association is limited to intent and gross negligence.
        
Section 14     Dissolution

The association can only be dissolved in an extraordinary general meeting called with one month’s notice for this purpose, in which at least more than three quarters of all association members are present, with a majority resolution of three quarters of those association members present.
The general meeting also resolves at this extraordinary general meeting in which at least three quarters of all association members are present with a majority of three quarters of those association members present on the type of liquidation and the use of the remaining assets in line with the Articles of Incorporation.
        
On the annulment or dissolution of the association or of its purpose up to now, the assets of the association shall be transferred to similar charitable non-profit institutions who will use it for humanitarian aid to Afghanistan, in line with their purpose, for the provision of humanitarian aid by operating and promoting medical and other charitable humanitarian institutions, promoting public health knowledge and by carrying out health care measures in Afghanistan

Decisions on the future use of assets may only be made after consent by the tax authority has been given. The members of the management board authorised to represent the association are determined as liquidators, in as far as the general meeting does not decide, by simple majority or by a tie, otherwise.
        
In the event that a general meeting properly convened for the purpose of the dissolution of the association pursuant to section 14 para 1 is not quorate, the board can convene a new general meeting within eight weeks which, if more than half of the members are present, is quorate with a simple majority of those members present. Otherwise, section 14 para 2 is shall apply. The invitation to this general meeting must state that it is a meeting pursuant to section 14 para 5 of the Articles of Incorporation which can decide with a simple majority on all topics of the agenda if more than half of the association members are present.

Authentication
I have examined the German original/photocopy/facsimile and this is a true translation of the same into English.
Barbara Wohanka, registered translator for the English language at the District Court of Landshut, Germany
Geisenhausen, 24 August 2018