Statutes
1 Name, Seat and Business Year
1.1 The name of the association is “projekt 701”. It shall be registered in the register of associations; after registration the name shall be “projekt 701 e.V.”.
1.2 The registered office of the Association is in Düsseldorf.
1.3 The financial year of the association is the calendar year.
2 Purpose, non-profit status
2.1 The non-profit purpose of the Association is to promote art and culture in Düsseldorf and to raise funds for other tax-privileged corporations or corporations under public law, which must use the funds directly and exclusively for the promotion of art and culture. The Association shall exclusively and directly pursue non-profit purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code. The purpose of the statutes shall be realised in particular by collecting donations.
2.2 The Association shall be entitled to establish and hold participations in non-profit limited liability companies for the promotion of art and culture in Düsseldorf.
2.3 The Association shall act selflessly; it shall not primarily pursue its own economic purposes.
2.4 The Association’s funds may only be used for the purposes set out in the Statutes. Members shall not receive any benefits from the Association’s funds.
2.5 No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.
3 Membership
3.1 Any natural or legal person may become a member. Full members by virtue of office are the District President of the Düsseldorf District Government and the Lord Mayor of the City of Düsseldorf, who acquire membership with the consent of the holder of office.
3.2 The Association shall consist of members and supporting members (full members) as well as honorary members.
3.3 Full members are those members of the Association who have joined the Association. Sustaining members are members who promote and support the objectives and purpose of the Association in a special way through their financial and non-material contribution.
3.4 Members who have rendered outstanding services to the Association shall be appointed honorary members. A resolution of the General Assembly is required for this.
3.5 Honorary members shall be exempt from paying dues, but shall have the same rights and obligations as ordinary members and may in particular attend all meetings and sessions.
4 Rights and Duties of Members
4.1 Members shall be entitled to participate in all events offered by the Association. In addition, they have the right to submit motions to the Board and the General Assembly.
4.2 Members are obliged to support the Association and the purpose of the Association – also in public – in a proper manner.
5 Beginning, End of Membership
5.1 Membership must be applied for in writing to the Executive Committee. The Executive Committee shall make a final decision on the application for membership by a simple majority of votes. The Executive Committee is not obliged to give the applicant reasons for refusal.
5.2 Membership shall be terminated by voluntary resignation, deletion from the list of members, exclusion, death of the member or loss of legal capacity in the case of legal persons.
5.3 Voluntary termination of membership must be declared in writing to the Executive Board at the end of the financial year, giving three months’ notice. A member may be deleted from the list of members by resolution of the Executive Board if he/she is in arrears with the payment of the membership fee despite two reminders. The decision to remove a member from the membership list may only be taken after three months have elapsed since the second reminder was sent and the dues owed have not been paid. The member shall be informed of the cancellation.
5.4 The expulsion of a member with immediate effect and for good cause may be pronounced if the member grossly violates the Statutes, the Bylaws, the purpose of the Statutes or the interests of the Association. The Executive Committee shall decide on the exclusion of a member by a simple majority of votes. The member shall be given the opportunity to respond to the allegations made within a period of two weeks before the expulsion.
5.5 In the event of termination of membership, for whatever reason, all claims arising from the membership relationship shall lapse. A refund of contributions, donations or other support is generally excluded. The Association’s claim to arrears of dues shall remain unaffected.
6 Membership fees
Members are obliged to pay membership fees. These may include membership fees, sponsorship fees, admission fees and apportionments. The amount of the fees shall be determined by the Rules of Contribution adopted by the General Assembly.
7 Organs of the Association
The organs of the Association are the General Assembly of Members, the Board of Directors, the Circle of Patrons, the Board of Trustees and the Artistic Advisory Board.
8 General Meeting
8.1 The supreme body of the Association shall be the General Meeting, which shall in particular have the following duties:
8.1.1 Receipt and discussion of the annual reports,
8.1.2 Presentation of the accounts for the past financial year,
8.1.3 Discharge of the Board,
8.1.4 (in an election year) Election of the Board,
8.1.5 Determination of the Articles of Association, amendments to the Articles of Association as well as the dissolution of the Association,
8.1.6 Election of the auditors, who shall neither belong to the Board nor to a body appointed by the Board and shall not be employees of the Association.
8.2 An Ordinary General Meeting shall be convened by the Executive Committee of the Association as required, but at least once in each financial year, if possible in the first half of the financial year. The invitation shall be sent one month in advance in writing or by email (provided that the email address of the member is known to the Association) by the Executive Committee to the member’s address last known to the Association with notification of the provisionally fixed agenda.
8.3 The agenda of the ordinary general meeting shall include in particular the following items:
8.3.1 Report of the board of directors
8.3.2 Report of the Auditor
8.3.3 Discharge of the Executive Committee
8.3.4 (in an election year) Election of the Executive Committee
8.3.5 Election of two Auditors
8.3.6 Approval of the budget for the current financial year to be submitted by the Executive Committee
8.3.7 Determination of the fees and contributions for the current financial year or adoption of contribution regulations
8.3.8 Adoption of resolutions on motions presented
8.4 Motions of the members concerning the agenda shall be submitted to the Executive Committee in writing or by email at least two weeks before the General Assembly. Subsequently submitted agenda items must be communicated to the members in due time before the beginning of the General Assembly. Subsequent motions – including motions submitted during the general meeting – must be placed on the agenda if a majority of the voting members present at the general meeting agree to the motions being dealt with (motions of urgency).
8.5 The Executive Committee shall convene an extraordinary General Assembly without delay if the interests of the Association so require or if at least one third of the Association’s members request the convocation in writing, stating the reasons.
8.6 The Chairperson, or alternatively his/her deputy, shall chair the General Assembly. If both are unable to do so, the General Assembly shall elect a chairperson.
8.7 Resolutions of the General Assembly shall be recorded in minutes within two weeks of the General Assembly and signed by two members of the Board. If the meeting was not chaired by a member of the Board, the minutes shall be signed by the chairperson of the meeting and another member of the Association. The minutes are sent by email, but can also be viewed by any member at the office.
9 Voting rights, quorum
9.1 Full members and honorary members are entitled to vote. Each member shall have one vote upon reaching the age of 18. The right to vote may be exercised by proxy in writing.
9.2 The General Assembly shall constitute a quorum irrespective of the number of members present.
9.3 The General Assembly shall pass its resolutions by simple majority. Abstentions shall be considered as votes not cast. In the event of a tie, the motion put forward shall be deemed to have been rejected.
9.4 Votes in the General Assembly shall be taken openly by show of hands or by acclamation.
9.5 Amendments to the statutes and resolutions to dissolve the Association require a three-quarters majority of those present and entitled to vote.
10 Board
10.1 The Board shall be composed as follows:
10.1.1 a Chairperson
10.1.2 a Vice-Chairperson,
10.1.3 and up to five other Board members.
They shall be elected by the General Assembly for a period of 2 years. The unlimited re-election of Executive Committee members is permissible. After expiry of the term, the members of the Executive Board shall remain in office until their successors take office.
10.2 The members of the Board shall serve in an honorary capacity. They are only entitled to reimbursement of their actual expenses.
10.3 The Board shall be responsible for the work of the Association. It may adopt rules of procedure and may distribute special tasks among its members or appoint committees to deal with or prepare them.
10.4 The Board in the sense of § 26 BGB (German Civil Code) shall be the Chairperson, the Deputy Chairperson and the other member of the Board. Two members of the Executive Committee shall represent the Association judicially and extra-judicially.
10.5 The Board shall decide in meetings. These meetings shall be convened by the Chairperson or, if the Chairperson is unable to do so, by the Vice-Chairperson. The agenda shall be announced. The notice period shall be one month. The Board shall constitute a quorum if at least three of its members are present. Resolutions shall be adopted by a majority of the valid votes cast; in the event of a tie, the Chairperson shall have the casting vote or, in his or her absence, the Vice-Chairperson shall have the casting vote. The Board may adopt resolutions by written procedure (also by email) if all members of the Board agree.
10.6 Resolutions of the Board shall be recorded in minutes of the meeting and signed by at least two members of the Board.
10.7 If a member of the Board resigns before the end of his/her term of office, the Board shall be entitled to appoint a temporary member of the Board. Board members appointed in this way shall remain in office until the next General Assembly, at which time a replacement Board member shall be elected for the duration of the remaining term of office of the Board member who has resigned.
11 Circle of Sponsors
11.1 The Friends shall consist of up to nine members. Its members shall be appointed by the Board for a term of two years concurrently with the term of office of the members of the Executive Committee, but shall remain in office until new members are appointed. Reappointment of members is unrestricted. The Board shall have the power to block appointments if three quarters of the Board members agree. Only members of the Association may be appointed. If a member of the Board of Friends resigns prematurely, the Board shall appoint a substitute member for the remaining term of office. Board members cannot be members of the Association at the same time.
11.2 Only persons who are prepared to make an active contribution to the Association, consisting not only of a substantial sponsorship contribution (at least EUR 5,000 per annum), but also in other material and immaterial special support for the Association, may become members of the Circle of Friends.
11.3 The Circle of Friends advises the Board of Directors on important matters concerning the Association and contributes to the annual planning and its implementation. A meeting of the Circle of Friends shall take place at least once every six months, but also once every three months if this makes sense.
11.4 The Board shall present the (probable) planning for the coming year to the Circle of Friends no later than two months before the end of the year, discuss it with the Circle of Friends and consult with it on how it or individual members of the Circle of Friends can best be involved in and supported by projects.
11.5 The Circle of Friends shall be convened by the Chairperson of the Board or, if he or she is prevented from doing so, by his or her deputy in writing or by e-mail – as far as possible after prior coordination of dates or advance notice – with a notice period of two weeks. The communication of an agenda is not required.
11.6 The Circle of Friends must be convened if at least two Circle of Friends members request this in writing from the Board. If the request is not complied with within two weeks, the members of the Circle of Friends who requested the convocation are entitled to convene the Circle of Friends themselves.
11.7 All members of the Board of Directors shall have access to the meetings of the Board of Friends, including the right to discuss, but no voting rights. The members of the Board shall be informed of the meetings of the Board of Friends.
11.8 The meetings of the Association shall be chaired by the Chairperson of the Board. If he is unable to attend, the meeting shall be chaired by his deputy. If he is also unable to attend, the meeting shall be chaired by one of the other members of the Board. If no member of the Executive Board is present, the Association shall appoint the chairman of the meeting.
11.9 The Board of Trustees shall form its opinion by passing resolutions. The majority of the votes cast shall decide. In the event of a stalemate, the Chairperson of the Executive Committee shall exceptionally have one vote. The resolutions of the promotion circle shall be entered in a resolution book and signed by the respective chairman of the meeting.
12 Board of Trustees
12.1 The Board of Trustees shall consist of up to nine members. It shall be composed of outstanding personalities from public, economic and social life in North Rhine-Westphalia. It shall be appointed by the Board for a period of two years parallel to the term of office of the members of the Board, but shall remain in office until a new Board of Trustees is appointed. Only members of the Association may be members of the Board of Trustees (with the exception of ex officio members of the Board of Trustees). If a member of the Board of Trustees resigns prematurely, the Board shall appoint a substitute member for the remaining term of office [exception: the Ex Officio members of the Board of Trustees]. Members of the Executive Board cannot be members of the Board of Trustees at the same time.
12.2 The Board of Trustees shall advise the Executive Board on important matters of the Association and shall constructively support the Association in its public appearances and in the life of the Association. A meeting of the Board of Trustees shall be held at least once a year. Members of the Board of Trustees may be represented by written proxy.
12.3 The Board of Trustees shall be convened by the Chairman of the Board or, if he is prevented from doing so, by his deputy, in writing or by e-mail – as far as possible after prior coordination of dates or advance notice – with a notice period of two weeks. The notification of an agenda is not required.
12.4 The Board of Trustees must be convened if at least two members of the Board of Trustees request this in writing from the Executive Board. If the request is not complied with within two weeks, the members of the Board of Trustees who requested the convocation shall themselves be entitled to convene the Board of Trustees.
12.5 All members of the Board of Trustees shall have access to the meetings of the Board of Trustees, including the right to discuss, but no voting rights. The members of the Board shall be notified of the meetings of the Board of Trustees.
12.6 The meetings of the Board of Trustees shall be chaired by the Chairman of the Board. If he is unable to attend, the meeting shall be chaired by his deputy. If he is also unable to attend, the meeting shall be chaired by one of the other members of the Board of Trustees. If no member of the Board of Directors is present, the Board of Trustees shall appoint the chairman of the meeting.
12.7 The Board of Trustees shall form its opinion by passing resolutions. The majority of the votes cast shall be decisive. The resolutions of the Board of Trustees shall be entered in a resolution book and signed by the respective chairman of the meeting.
13 Artistic Advisory Board
13.1 The Artistic Advisory Board shall consist of up to thirteen members. Its members are appointed by the Executive Board. This may be an appointment for a specific project, but also for a period determined in advance. The term of office of a member shall not exceed two years – parallel to the term of office of the board members. Members of the Artistic Advisory Board may be reappointed at any time after their term of office has expired. Board members cannot be members of the Artistic Advisory Board at the same time. The Board may dismiss a member of the Artistic Advisory Board by majority vote.
13.2 The Artistic Advisory Board has the task of advising the Executive Board in important artistic matters of the Association, to initiate projects and to constructively accompany the Association in public appearances, projects, exhibitions and in its life as an Association. A meeting of the Artistic Advisory Board shall take place at least twice a year.
13.3 The Artistic Advisory Board shall be convened by the Chairperson of the Executive Board or, if he/she is prevented from doing so, by his/her deputy, in writing or by e-mail – as far as possible after prior coordination of dates or advance notice – with one week’s notice and notification of the subject of the meeting.
13.4 The Artistic Advisory Board must be convened if at least two members of the Board request this in writing. If the request is not complied with within two weeks, the members of the Advisory Board who have requested the convocation shall themselves be entitled to convene a meeting of the Artistic Advisory Board.
13.5 All members of the Board shall have access to the meetings of the Artistic Advisory Board, including the right to discuss, but no voting rights. The members of the Board shall be informed of the meetings of the Artistic Advisory Board.
13.6 The meetings of the Artistic Advisory Board shall be chaired by the Chairperson of the Board. If he is unable to attend, the meeting shall be chaired by his deputy. If he is also unable to attend, the meeting shall be chaired by one of the other members of the Board. If no member of the Board is present, the Artistic Advisory Board shall appoint the chairman of the meeting.
13.7 The Artistic Advisory Board shall form its opinion by passing resolutions. The majority of the votes cast shall be decisive. The resolutions of the Advisory Board shall be entered in a resolution book and signed by the respective chairperson of the meeting.
14 Auditors
Two auditors shall be elected at the Annual General Meeting for a period of 2 years. The auditors shall have the task of auditing the accounting documents and their proper accounting and the use of the funds and to establish that the funds have been used in accordance with the statutes. The audit shall not extend to the appropriateness of the expenditure. The auditors shall inform the General Assembly of the results of the audit.
15 Dissolution of the Association
15.1 The dissolution of the Association can only be decided at a General Meeting with a three-quarters majority of those eligible to vote present.
15.2 In the event of the dissolution of the Association or in the event of the cessation of the statutory purpose, the assets shall be transferred to the City of Düsseldorf, which shall use them directly and exclusively for charitable purposes as defined in section 2.1. Resolutions on the future use of the assets may only be carried out after approval by the tax office.
15.3 Unless the General Assembly decides otherwise, the Chairperson and the Vice-Chairperson shall be jointly authorised liquidators.