Non-Binding translation of Bylaws

NOT LEGALLY BINDING

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

§ 1 Name and Registered Office

1. The association is registered in the register of associations and is called “Wiederbelebung kulturellen Brachlandes e.V.”.
2. It is based in Chemnitz.

§ 2 Purpose of the Association

1. The purpose of the association is the promotion of art and culture, the promotion of civic education and general education in Chemnitz and its surroundings, as well as the promotion of assistance for persons who are politically, racially, or religiously persecuted, for refugees, displaced persons, resettlers, late repatriates, foreigners and asylum seekers, migrants.

2. It is committed to improving the relationship between people and contemporary art and culture.

3. It works in an educational manner to present cultural problems and possible solutions.

4. Another purpose is the promotion of international-mindedness, tolerance in all areas of culture, and the idea of international understanding. Cultural problems and cultural communication in Chemnitz and its surroundings receive special priority.

5. Cultural work with economically disadvantaged people, as well as cultural work with people threatened by social marginalization. Also included is the provision of living and working spaces for these population groups in the sense of charitable purposes according to § 53 AO. The purpose of the association also includes the self-organization of people, including the promotion of self-managed and non-profit-oriented housing and living arrangements.

6. The statutory purpose is realized in particular through:

   • 6.1 implementing the sponsorship of self-organized and self-managed housing and cultural projects in Chemnitz
   • 6.2 organizing and carrying out topic-related working groups, circles, camps, and events
   • 6.3 public relations work for tolerant coexistence, the reduction of prejudices, and conveying the necessity of culture in everyday life
   • 6.4 cooperation with associations, groups, societies, and organizations in line with the association’s purpose

7. The association acts selflessly; it does not primarily pursue its own economic purposes. It pursues exclusively and directly charitable and benevolent purposes within the meaning of the section “Tax-Privileged Purposes” of the German Fiscal Code (Abgabenordnung).

8. Association funds may only be used for purposes in accordance with the statutes. Members do not receive benefits from the association’s funds. No person may be favored by expenditures unrelated to the association’s purpose or by disproportionately high remuneration.

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

§ 3 Fiscal Year

1. The fiscal year corresponds to the calendar year.

§ 4 Members

1 Acquisition of Membership

• 1.1 Natural and legal persons may acquire membership.
• 1.2 Anyone wishing to become a member must submit an application for admission to the board. Minors under 18 must include consent from their legal representative.
• 1.3 Applicants must recognize the association’s statutes.
• 1.4 There is no entitlement to admission. Admission is decided by the general assembly upon the proposal of the board. Different rules apply for project memberships.
• 1.5 The board makes a provisional decision on the admission of legal persons. The next general assembly confirms or overturns that decision.
• 1.6 Since December 13, 2014, the association “Alternatives Jugendzentrum e.V.”, based in Chemnitz, register no. 383, has been a member of the association. It holds special rights according to § 35 of the German Civil Code (BGB). These special rights are defined in § 6 para. 4.8 of these statutes and cannot be impaired without the consent of this member, not even by decision of the general assembly or by amendment of the statutes. “Alternatives Jugendzentrum e.V.” is exempt from membership fees. The fee exemption also constitutes a special right and cannot be revoked.

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

2 Forms of Membership

The association consists of:

• A) ordinary members
• B) supporting members
• C) project members
• D) renting members
• E) members with special rights
• F) members with conditionally deferred special rights

A) Ordinary Member Any natural person who actively supports the association’s goals or actively works within the association may become an ordinary member. They have full voting rights in the general assembly.

B) Supporting Member Any public or private legal entity or individual may become a supporting member if they wish to support the association’s activities ideologically and financially. They do not have voting rights.

C) Project Member Any natural person who engages in a specific project of the association may become a project member. They have voting rights only regarding that specific project, but not for other association activities. Provisional admission is decided by a board member; final admission requires the consent of the entire board. Only then does the project member receive project-related voting rights according to the statutes.

D) Renting Member A natural or legal person becomes a renting member if they actively work within the association and simultaneously rent rooms as housing, workspace, or business premises in association-owned properties. They have full voting rights. Membership begins with the conclusion of the rental agreement or usage agreement and ends upon expiration or termination of the contract.

E) Special Rights Member “Alternatives Jugendzentrum e.V.” holds irrevocable special rights, described in § 4 para. 1.6 and § 6 para. 4.8.

F) Member with Conditionally Deferred Special Right Such a member shall be determined in one of the next general assemblies, but no later than 01.01.2017. This member receives a conditionally deferred special right as regulated in § 4 para. 4.6.

3 Membership Fees

Membership fees may be levied. The amount and due date are determined by the general assembly unless otherwise regulated in these statutes.

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

4 Termination of Membership, Dormant Membership

• 4.1 Membership ends with death, resignation, or expulsion.
• 4.2 Resignation may be declared orally or in writing to the board or in the general assembly and becomes effective with one month’s notice at the end of the month.
• 4.3 Membership becomes dormant—unless otherwise regulated—if a member is absent from the annual general assembly without excuse. Membership is reinstated when the member appears at the next general assembly. The status of dormant membership will be communicated to the member; email notification is sufficient. If the member does not respond within one year from the beginning of dormant status, the membership ends automatically.
• 4.4 A member may be expelled if they repeatedly violate the statutes, damage the association’s reputation through their behavior, commit gross violations of association duties, or fail to pay fees despite one reminder. Expulsion is decided by the general assembly and becomes effective immediately upon notification with reasons.
• 4.5 Project memberships automatically end when the project ends.
• 4.6 The special rights of “Alternatives Jugendzentrum e.V.” as described in § 4 para. 1.6 and § 6 para. 4.8 cannot be revoked, not even by majority vote of the general assembly.
• 4.7 If the membership of “Alternatives Jugendzentrum e.V.” ends due to resignation or dissolution, the special right is automatically transferred at the moment of termination to the association designated in § 4.2 F. This right remains with that association until the general assembly unanimously determines, by consensus, another association to hold this special right.

§ 5 Organs of the Association

The organs of the association are:

1. General Assembly
2. Board

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

§ 6 General Assembly

1. The general assembly shall be convened when necessary, but at least once annually as the annual general assembly, by the chairperson or their deputy. The board sets the place, time, and agenda. Invitations must be sent in writing two weeks in advance. Any voting member may request additions to the agenda or submit motions up to three days before the assembly.

2. The general assembly is the decision-making body of the association and adopts resolutions by a simple majority of members present.

3. Resolutions are recorded in minutes, which must be signed by a board member.

4. Duties of the general assembly:

   • 4.1 The general assembly determines the association’s activities.
   • 4.2 It decides on the admission of new members.
   • 4.3 Amendments to the statutes require a three-quarters majority of members present.
   • 4.4 It receives the annual report and financial statement from the board.
   • 4.5 It determines the association’s budget.
   • 4.6 It decides on the discharge of the board.
   • 4.7 It elects the board annually.
   • 4.8 For any sale of major assets—i.e., all types of real estate or assets exceeding €10,000—the general assembly must decide unanimously. Unanimity must be achieved through consensus. Implementation of such a decision requires the consent of “Alternatives Jugendzentrum e.V.” in accordance with § 4 para. 1.6.

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.

§ 7 Board

1. The board consists of:

   • a chairperson
   • a deputy chairperson
   • a treasurer
   • up to three additional board members

2. The board conducts the association’s business on behalf of the general assembly.

3. Each board member is individually authorized to represent the association.

4. Board decisions are passed by simple majority, and written minutes are kept.

5. The board remains in office until a new board is elected. If a board member resigns prematurely, the general assembly appoints an interim board member.

6. The board may receive remuneration within the framework of the honorary allowance under § 3 No. 26a EStG. No further approval is required. The board may also receive remuneration based on a service contract. The decision on paid activities, including contractual content and conditions, is made by the general assembly. All payments and the nature and scope of the activity must be documented.

§ 8 Dissolution

1. Dissolution of the association may only be decided by a general assembly convened for this specific purpose. This assembly has a quorum only if three-quarters of all voting members are present. If this quorum is not met, a new assembly must be convened; this subsequent assembly has a quorum regardless of attendance.
2. A four-fifths majority of voting members present is required for the dissolution resolution.
3. Upon dissolution or if the association’s previous purpose ceases to exist, the association’s assets shall pass to a charitable association of similar orientation, determined by the dissolution assembly, which must use the assets exclusively and directly for charitable purposes in accordance with § 52 AO for the promotion of art and culture, or for benevolent purposes according to § 53 AO.

Please note: This is an unofficial English translation of the German bylaws document. The official German version is the only legally binding document.