Statute of the Organization – Kaule e.V. – Organisation for socially sustainable Agro Projects

Kaule e.V. – “Organization for socially sustainable Agro Projects”

§1 Name, Registry and Business Year

1. The organization operates under the name Kaule e.V. – Organization for socially sustainable Agro Projects, in the following called organization.
2. The organization has it’s seat in Cologne/Germany and is put down at the local court of Cologne.
3. The business year is the calendar year.

§2 Aims and Duties

1. The purpose of the organization is the support of agricultural projects in developing countries. Besides, the organization can realize its tax-preferred purposes immediately itself. This happens in particular by the following measures and activities:
   • Middle procurement in particular by contributions and donations.
   • Realization and support of self sustainable regional projects which serve to change customary, but ecologically, socially or economically ineffective agricultural systems into economically independent and healthy ,ecologically lasting ways of cultivation according to modern critically-scientific agronomy. This is to be realized by concrete planning, conversion and care of the respective projects in the project countries.
   • Education, i.e. the procurement and supply of scientific and media related presentation, and spreading of information on the subject of development and use of economically, socially and ecologically healthy and lasting agriculture, particularly in developing countries. This should happen specifically by events, information leaflets, as well as via our homepage and press work/public relations in Germany and in the respective project countries.
   • Advancement and critical control of scientific, social, cultural and juridical questions in connection with the introduction of sustainable agricultural systems in developing countries, e.g. by expertises, studies and assignment of scholarships.

§3 Purpose and Object

1. The organization pursues exclusively and directly charitable and benevolent goals according to the segment about tax beneficiary purposes in the German Tax Law.
2. The organization is unselfishly active; it does not pursue primarily own-economic goals. Means of the organization may be used only for the purposes according to statute. Any profits are to be supplied within the scope that is permissible for a non-profit organization to a reserve which may be used only for the protection and fulfilment of the organization’s purpose.
3. No person may be favoured by any expenses which are different to the purpose of the organization or by any unreasonably high reimbursements. To the purpose of the organization serving expenses can be refunded by organizational means. Such expenses can contain, e.g. travel expenses to and catering expenses in the respective project countries.
4. The organization’s members receive no profit shares and in their quality as members no other allowances from means of the association either. With their elimination from the organization they receive no means.

§4 Membership

1. Member can become any natural or legal person.
2. Active members can become any natural and legal person who would like to co-operate actively in the organization or one of it’s projects promoted.
3. Supportive members can become any natural and legal person who would like to support the organization or one of its projects promoted by a regular membership fee, in addition renounces, however, the rights of the duly-arranged membership (according to §9). This concerning it requires an explicit affidavit.
4. Sponsors who have made themselves deserving in special way around the organization or it’s goals can be appointed the honorary membership. A decision of the meeting of the members is necessary for this.

§5 Rights and Duties of the Members

1. The members are entitled to take part in all offered events of the organization. Furthermore, they have the right to hand in requests to the board of the organization and the meeting of the members.
2. The members are obliged to support the organization and it’s purpose – also in public – in proper manner as well as to pay the membership fee according to the valid contribution order (§7) regularly and on time. Moreover, they are obliged to inform the organization about changes of the postal address, e-mail address and bank details.
3. Every member owns the right to vote and to stand for elections as well as the right of proposals and speech on meetings of the members.
4. Honorary members are exempted from membership fees and have no rights to vote, but otherwise have the same rights and duties as every member.

§ 6 Beginning and End of the Membership

1. The membership must be applied for in writing to the board of the organization. The board decides with simple majority of votes on the application for admission. The board is not obliged to inform the applicant of the reasons for this in the case of a refusal. The rejected applicant can appeal to the meeting of the members to decide finally about his or her application for membership. The membership begins, after acceptance by the board, with the arrival of the signed membership application.
2. The membership ends with voluntary resign, exclusion, cancellation, death of the member or loss of the legal capacity with legal persons.
   • 2.1 The cancellation must be explained by a written notice at the end of the business year under observance of a six week period to the board of the organization.
3. The exclusion of a member with immediate effect and for important reason can be pronounced when the member offends in coarse manner against the statute, an order, the statute purpose or the organization’s interests. The board with two third majority of votes decides on the exclusion of a member. Before the decision, it is to be given to the member under appointment of a date of two weeks of opportunity to express themself to the raised reproaches. If requested, dismissed members receive the opportunity to insert contradiction against the decision on the meeting of the members following exclusion. In this case the meeting of the members finally decides.
4. With ending of the membership, regardless for which reason, all claims from the membership expire. A reimbursement of contributions, donations or other support achievements is basically excluded. The organization’s claim of belated contribution fees remains unaffected by this.
5. The membership ends by cancellation if despite two overtime notices between which is a time of at least two weeks the membership fee has not been paid. These notices must occur in writing. After a period of three months given for declaration, the membership automatically ends. The period begins with the date of posting of the second reminding notice.

§ 7 Membership Fees

Contributions are paid by the members. The membership fees are yearly subscriptions. For the amount of membership fees and admission fees the current contribution which is decided upon by the meeting of the members is authoritative.

§8 Organs of the Organization

Organs of the organization are:

• the meeting of the members and
• the executive board

§9 Meeting of the Members

1. The meeting of the members has to decide on basic questions and matters of the organization. It has in particular the following duties:
   • election of the board for the organization,
   • election of the treasurer,
   • to decide about the statute, changes of the statute as well as the resolution of the organization, which can only occur if 75% of the duly-arranged members are present except the only-contributing members.
   • to accept the annual reports and to consult,
   • to exonerate the board of the organization,
   • to consult on present applications and to decide, provided it is in the competence of the meeting of the members,
   • to remit Rules of Procedure and to amend,
   • to decide the contribution order and if necessary her change yearly
2. The meeting of the members is to be called up at least once a year by the executive board. It must lie in the first half-term of the year. The invitation must be submitted at least six weeks before in writing by e-mail or letter post, under specification of the agenda and already present proposals. Objections to the agenda and electoral proposals as well as own regular proposals of the members must have reached the executive board at the latest four weeks before the meeting of the members. Exempted from this are initiative- and urgency proposals (see 3.).
3. Later proposals – also during the meeting of the members made proposals – must be put on the agenda if in the meeting of the members a majority of the present members eligible to vote about the respective application agrees (initiative-and urgency proposals). Basically excluded from this are proposals concerning the statute and the contribution order.
4. The executive board has to call up an unplanned meeting of the members immediately and under precise indication of reasons if it requires the interest of the organization or if at least 10% of the members this asks in writing under specification of the purpose and the reasons from the executive board.
5. Decisions of the meeting of the members are to be made in a protocol within one week after the meeting of the members to the members accessible. It becomes valid if within a next week no objection is raised.

§ 10 Right to vote/Quorum

1. Every member has a voice at votes. The right to vote can be transferred on another member, provided that this is explained in writing by the not present member.
2. Every properly called up meeting of the members has a quorum if 50% of the members are present and provided that affairs of the statute change and resolution of the association are not on the agenda.
3. The meeting of the members makes it’s decisions with simple majority of the given votes of the present members eligible to vote. With parity of votes the made application is valid as refused.

§ 11 Executive board

1. The executive board consists of 3 members elected by the meeting of the members and the choice of the chairperson happening in an own ballot. The other members of the executive board are chosen in an electorial system. The assignments, e.g. treasurer, minute taking secretary are distributed within the executive board. The allocation of duties is to be told to the members.
2. The choice of the chairperson follows with absolute majority of the present members eligible to vote. If this has not followed in the first ballot, a second becomes necessary with which the simple majority is sufficient. With the electoral system the simple majority decides. The executive board is elected for two years and consists as follows:
   • a chairperson and spokesperson
   • two other and deputy chairpersons
   • The choice of the new executive board has to follow at the latest 30 days before the end of the term of office. Insight into the work of the acting executive board is to be given to the new executive board elective in order to guarantee a proper handing over.
3. Executive board for the purposes of §26 BGB German Civil Code are the members of the executive board. The executive board presents an agenda for the work of the executive board to the meeting of the members for adoption of resolution. Two executive boards represent together the organization.
4. The executive board decides with simple majority of votes. The executive board has a quorum if more than half of it’s members take part in the vote. With parity of votes the application is to be regarded as refused. Decisions of the executive board are laid down in a meeting protocol. This protocol has to be made accessible to the members at the latest one week after the resolution.
5. If a member of the executive board resigns, a meeting of the members on which a new board member has to be elected is to be called up for the next possible occasion.

§12 Treasurer

A treasurer has to be chosen by the annual meeting of the members, furthermore, for the duration of one year. The treasurer has the assignment to check all invoice documents as well as their proper declaration in the books about appropriate use for purposes in the concerning year, to ascertain the statutory and in terms of taxes correct use in particular. The audit does not apply to an assessment about the effectiveness of the effected expenses. The treasurer has to inform the meeting of the members about the result of the cash audit. The treasurer may belong neither to the executive board nor a committee appointed by the executive board and shall not be an employee of the organization.

§13 Break-up of the organization

1. With a break-up of the organization or discontinuation of tax-preferred purposes, the remaining activity of the organization if applicable will be transferred to Diakonieverein, Nostra Verbundwerkstatt e.V., Kartäusergasse. 9-11, D 50678 Cologne/Germany which has to use it directly and exclusively for charitable purposes.
2. As liquidators the representation-entitled board members in office shall be determined, as far as the meeting of the members decides nothing else finally.

Resolution

This statute has been decided in the foundation meeting on the 30.1.2007. Present: Dr. Klaus Busse, Demet Celik, Christine Ellen, Christoph Hansen, Caroline Imiela, Patrick Joisten, Björn von Reumont, Alina Schick, Guido Steinacker (founding members).