The statutes adopted by the General Assembly are the basis of all trade of Dentists for Africa.
§ 1 Name, registered office, business year
- The association has the name "Dentists for Afrika e.V.". It has its registered office in 99610 Sömmerda, Bahnhofstr. 21 and is registered at the district court of Sömmerda under the number VR 571.
- The fiscal year is the calendar year.
§ 2 Purpose, duties and principles
- The purpose of the association is to support the dental and medical care of the poor population in Africa through practical work on site, this also financially and materially.
- Projects that serve to fight the AIDS epidemic and prevent the spread of HIV are also supported. Also included are self-help groups of HIV-infected people.
- The association also arranges sponsorships to support needy African children, preferably AIDS orphans. It also promotes vocational training in African countries, especially to become dentists, doctors, nurses, dental assistants and dental technicians.
- Direct financial support of partner organizations in developing countries is permitted for the implementation of joint projects. Partner organizations in the sense of these statutes are non-profit organizations which have the same or similar purposes as this association and which are managed and administered according to similar principles as non-profit organizations in Germany.
- The association is politically, ethnically and denominationally neutral.
§ 3 Non-Profit
- The association exclusively and directly pursues charitable purposes within the meaning of the section "tax-privileged purposes" of the tax code.
- The association is selflessly active; it does not primarily pursue its own economic purposes.
- Funds of the association may only be used for purposes in accordance with the statutes. The members of the association do not receive any benefits from the association's funds. Exceptions are contained in § 20 of these statutes. No person may be favored by expenditures, which are foreign to the purposes of the association or by disproportionately high remunerations.
§ 4 Membership
- The association consists of full members, supporting members and honorary members.
§ 5 Acquisition of the membership
- Every natural and legal person can become an ordinary member. The board of directors decides on the written application for membership. The application for admission of minors requires the signatures of their legal representatives. The applicant may appeal to the General Assembly against a rejection of the application for membership by the Executive Board, which does not require a statement of reasons. The final decision will be made by a simple majority.
- Supporting members can become individuals, associations or companies, which want to support the association with their membership, without obligations for the association, beyond the normal membership fees. For the admission applies § 5 para: 1
- Honorary member can also become a natural person who is not a member of the Association.
- Members are required to notify the Board of Directors immediately of any change of address.
- With the application for membership, the new member recognizes the statutes of the association. The recognition includes the rules and regulations in principle. The member receives a copy of the statutes upon joining.
§ 6 Termination of the membership
- Membership ends by resignation, exclusion, death or dissolution of the legal entity.
- Resignation must be declared to the Executive Board in writing. It is permissible with six months' notice and only at the end of a financial year. In the case of minors, the declaration must be submitted by at least one legal representative.
- A member may be expelled from the association:
- for material breach of obligations under the Articles of Association,
- because of a serious violation of the interests of the association.
The Executive Board shall decide on the exclusion. Prior to the decision, it shall give the member the opportunity to comment orally or in writing. The member shall be requested to do so in writing within a minimum period of fourteen days. The decision on the exclusion must be justified in writing and sent to the member by registered letter. The decision may be appealed to the general meeting. The appeal must be made in writing and within one month of the decision being sent. The general meeting makes the final decision by simple majority.
- A member may also be excluded if, despite two written reminders from the Executive Board, he or she is in arrears with the payment of dues or contributions amounting to more than one year's dues. The exclusion can only be decided by the executive committee if one month has passed since the second reminder, which must contain the reference to the exclusion, was sent.
- Members whose membership has lapsed have no claim to shares from the assets of the Association. Other claims against the association must be asserted and substantiated by registered letter within six months of the lapse of membership.
§ 7 Membership fees
- Dues are levied from the members. The amount of the annual fee and its due date are determined by the general meeting.
- Honorary members are exempt from the obligation to pay dues.
- To finance special projects, contributions up to twice the amount of the annual membership fee may be levied. This requires a resolution of the general meeting with a two-thirds majority.
- The Board of Directors may, by resolution of the Board of Directors with a two-thirds majority, waive or defer fees, dues, and assessments in whole or in part in appropriate cases. The deferral is interest-free.
§ 8 Rights and duties
- Members are entitled to participate in the events of the association within the scope of the association's purpose.
- Every member is obliged to behave according to the statutes and the further regulations of the association. All members are obliged to show mutual consideration and to adhere to common values.
§ 9 Organs
- The organs of the association are the general meeting and the board.
§ 10 Board
- The board consists of
- the 1st chairwoman/ the 1st chairperson- the 2nd chairperson/ the 2nd chairperson- the treasurer- and up to six other members.
- The board can be extended by a secretary general.
- he Executive Board shall conduct the day-to-day business of the Association in accordance with the Articles of Association and the resolutions of the General Meeting. Further details are regulated by rules of procedure. The Executive Board shall report on its activities to the General Meeting.
- The executive board in the sense of § 26 BGB are:
- the 1st chairperson/the 1st chairwoman- the 2nd chairperson/the 2nd chairpersonThe association is represented judicially and extrajudicially by the 1st chairperson or the 2nd chairperson. These have single representation authority.
- The combination of several board offices in one person is inadmissible.
§ 11 Election and term of office of the Board of Directors
- The Board of Directors is elected by the General Meeting for a period of three years. However, it remains in office until a new election is held. Only members of the association who have reached the age of 18 are eligible for election. The re-election of a board member is permissible.
- Only full members of the Association can be elected as members of the Board. The general meeting elects the board. Details are regulated by election rules, which are decided by the general meeting by a simple majority. The complete election result determined by the old board as well as all future personnel changes of the board will be announced to the members on the website of the association under www.dentists-for-africa.org.
- Upon termination of membership in the Association, the office of a member of the Board of Directors shall also terminate.
- If a member of the Executive Board resigns during the term of office, the Executive Board may appoint a temporary representative until the next General Meeting.
§ 12 General meeting
- The ordinary general meeting is held once a year.
- Extraordinary General Meetings may be called by the Board of Directors if the interests of the Association so require or if 10% of the members so request in writing.
§ 13 Convocation of general meetings
- The ordinary General Meeting shall be convened by the Board of Directors with four weeks' notice in writing, stating the agenda. The period begins with the day following the dispatch of the invitation letter. The invitation letter shall be deemed to have been received by the member if it is addressed to the last address known to the Association. If the member agrees, the invitation will be sent to the last known e-mail address. The invitation and the agenda will also be published on the Association's website at www.dentists-for-africa.org.
- The agenda is set by the Board of Management. The place of the meeting shall also be determined by the Board. Motions for the general meeting can be submitted by the board and by the ordinary members. They must be submitted to the board in writing one week before the meeting with reasons. The additions are to be announced at the beginning of the meeting.
- The General Meeting shall decide on motions for additions to the agenda that are not submitted until the General Meeting. A majority of three quarters of the valid votes cast is required to accept the motion.
- Proposals for amendments to the Articles of Association must be communicated together with the invitation to the General Meeting, stating the exact wording of the paragraph to be amended or reworded.
§ 14 Competence of the ordinary general meeting
- The ordinary general meeting is responsible in particular for
- In all other respects, the General Meeting may discuss and deliberate on all matters of Association policy.
§ 15 Procedure and passing of resolutions at general meetings
- The General Meeting shall constitute a quorum regardless of the number of members present if it has been duly convened.
- Each ordinary member has one vote. The right to vote can only be exercised in person or for a member upon presentation of a written power of attorney. For this purpose, the written proxies must be submitted to the chairman of the meeting no later than on the day of the general meeting.
- Instead of passing resolutions in general meetings, the members of the Association may also pass resolutions by written circulation. For this purpose, the members of the Association shall be sent the texts of the resolutions with the reasons and the comments received from the members. A period of at least four weeks must be allowed for the return of the resolution votes, unless the resolution procedure itself has been announced with a four-week period.
- Resolutions adopted by circular resolution shall only be deemed to have been passed if at least one-tenth of the members participate in the resolution and have cast their vote within the four-week period. The number of members at the time of the circular resolution and the votes cast shall be announced with the result of the resolution.
- Proposals for resolutions must always be formulated in such a way that they can be clearly approved or rejected. Several resolutions on the same matter must be drafted in such a way that their implementation is not mutually exclusive.
- Resolutions in the General Meeting and in the circulation procedures are always passed by simple majority. Abstentions are always treated as votes not cast.
- Amendments to the Articles of Association and the dissolution of the Association can only be decided by a two-thirds majority of the members present at the General Meeting. If necessary, the continued existence of the non-profit status must be re-examined and confirmed.
- Minutes shall be taken of the resolutions of the General Meeting and shall be signed by the chairman of the meeting and the secretary. The minutes of resolutions passed by circulation shall be made available to all members of the Association within two weeks of the expiry of the deadline for casting votes. Minutes shall be published on the Association's membership website at www.dentists-for-africa.org.
§ 16 Nomination of honorary members
- Persons who have rendered outstanding services to the Association may be appointed honorary members upon proposal of the Executive Board. The appointment of honorary members is for life; it requires a majority of two-thirds of the members present.
§ 17 Cash audit
- The General Meeting shall elect two persons to audit the accounts for a period of one year. These persons may not be members of the Executive Board or of a committee appointed by it. Re-election is permissible.
- The cash auditors have to check the cash of the association including the books and vouchers at least once in the business year factually and arithmetically and to report to the executive committee in writing in each case. The cash auditors shall submit an audit report to the General Meeting and, if the cash transactions are conducted properly, shall propose that the actions of the treasurer and the other members of the Executive Board be approved.
§ 18 Orders
- The association can give itself rules. These are approved or amended by the general meeting with a two-thirds majority.
§ 19 Dissolution of the association and use of the assets
- The dissolution of the association can be decided in an ordinary or extraordinary general meeting with a two-thirds majority. In case of dissolution of the association or in case of discontinuation of tax-privileged purposes (withdrawal of non-profit status), the remaining assets are to be used via the city of Sömmerda for the promotion of education and upbringing of Kenyan orphans from the sponsorship project. Decisions on the use of the assets may only be executed after the approval of the tax office.
- Unless the General Meeting decides otherwise, the 1st Chairperson and the 2nd Chairperson shall be jointly authorized liquidators (handling of the dissolution of the Association). The above provision shall apply mutatis mutandis in the event that the Association is dissolved for any other reason or loses its legal capacity.
§ 20 Reimbursements of expenses
- The association can grant subsidies for members of the association or non-members working on behalf of the association, if the financial means of the association allow it, for voluntarily assumed travel expenses, accommodation and catering expenses incurred in the fulfillment of association purposes according to § 2 of these statutes, upon application. The modalities of an assistance assignment shall be regulated in advance with the assignment contributors in the form of a contract.
- In order to simplify the determination of actual expenses, flat rates for business trips may be applied, which are valid for payroll tax. These also apply as the maximum rate for reimbursement of expenses.
- The Executive Board shall decide on the reimbursement of expenses in accordance with the guidelines adopted at the General Meeting.
- The amount of expenses and the reason for them must always be documented in writing or by means of a statement of account. The amount of remuneration shall always be determined in accordance with normal market criteria, taking into account the qualifications of the person performing the activity, the remuneration customary in the locality in Germany or other European countries of assignment, and the requirements profile of the activity in relation to the economic circumstances. In particular, unusually high remuneration is not permissible.
- The Association is entitled to employ staff in order to fulfill its tasks. These may receive remuneration appropriate to the nature and scope of their activities.
§ 21 Privacy
- In order to fulfill the purposes and tasks of the association, personal data about the personal and factual circumstances of the members are stored, transmitted and changed in compliance with the statutory provisions of the Federal Data Protection Act (BDSG).
- The organs of the association, its members or persons working for the association are prohibited from processing, disclosing, making accessible to third parties or otherwise using personal data without authorization for purposes other than those pertaining to the respective task fulfillment. This obligation shall continue to apply even after the aforementioned persons have left the association.
§ 22 Entry into forceThese Articles of Association were adopted in the present form by the General Meeting of the Association on 03.11.2012.
Dr. Hans-Joachim Schinkel