Statutes
of the Hanse Sail Association for the Promotion of Traditional Shipping in the Baltic Sea eV in the version of 31.05.2018
§ 1 Name, registered office and financial year
The association is named "Hanse Sail Association for the Promotion of Traditional Shipping in the Baltic Sea e.V." It is registered in the register of associations at the Rostock District Court (AG Rostock Register of Associations No. 1213). The association is based in Rostock. The fiscal year is the calendar year.
§ 2 Purpose
The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code.
The purpose of the association is:
The promotion, care and preservation of maritime cultural values and the customs of historical sailing and traditional shipping, as well as the promotion of youth and elderly welfare with the aim of intergenerational education and an orientation towards maritime education and recruitment of young talent, in order to contribute to international understanding, solidarity and friendship between the citizens of the Hanseatic city of Rostock and Mecklenburg-Vorpommern with the citizens of seafaring nations, especially in the European area.
The purpose is achieved in particular through:
- the care and preservation of shipping traditions and support in the preservation of maritime cultural heritage, in particular historical or replica ships
- the creation of meeting opportunities for the international community of traditional and museum sailing ships
- the establishment and promotion of contacts and communication with representatives of European port cities and maritime organizations
- the creation of subsidized travel opportunities on traditional ships for young people and senior citizens
- the organization of educational and cultural events for young people and senior citizens related to maritime traditions
§ 3 Use of Funds
The association operates on a non-profit basis. It does not primarily pursue its own economic interests.
The association's funds may only be used for the purposes stipulated in its statutes. Members do not receive any share of profits, nor any other benefits from the association's funds by virtue of their membership, unless otherwise provided in these statutes.
No person may be favored by expenditures that are unrelated to the purpose of the association or by disproportionately high remuneration.
§ 4 Membership
The association has regular members and supporting members.
1. Ordinary members:
(a) Any natural person who has reached the age of 16 and accepts the statutes may become an ordinary member of the association.
(b) Membership must be applied for in writing.
(c) The Board shall decide on the application by majority vote. The Board is not required to give reasons for its decision. There is no legal entitlement to membership.
2. Supporting members
(a) Any natural or legal person under private or public law may become a supporting member of the association. Supporting members that are legal persons shall designate and authorize a natural person authorized to represent them, who shall exercise the rights and fulfill the obligations arising from these statutes on behalf of the supporting member.
(b) Supporting members have no voting rights. They also cannot be elected to club offices.
(c) Section 4 paragraph 1 b and c of the statutes shall apply accordingly.
§ 5 Termination of Membership
Membership ends through:
(a) Resignation: Resignation is only possible at the end of the year and must be declared in writing to the Board of Directors no later than 30 September of that year.
(b) Termination: Membership terminates when
- a member is more than 3 months in arrears with their annual membership fee payment despite two written reminders from the board of directors pointing out the consequences and
- a corresponding resolution is passed by the board within a further 2 months
(c) Exclusion pursuant to Section 6 of the statutes.
§ 6 Exclusion
A member may be expelled from the association if they intentionally or through gross negligence act against the interests of the association. The board decides on expulsion by a two-thirds majority. The member in question must be given the opportunity to respond to the board, either in person or in writing, within a period of two weeks.
If such a statement is submitted, it must be read aloud at the board meeting. The member concerned is entitled to participate in the agenda item of the board meeting at which the application is decided.
An appeal against the board's expulsion decision may be lodged at the next ordinary general meeting. Until then, the member's rights are suspended. Any written statement from the member in question must be read aloud at the general meeting.
The general meeting can amend the decision of the board of directors with a 2/3 majority of the voting members present.
The appeal must be received by the board no later than four weeks after receipt of the written board decision regarding the expulsion. Otherwise, the appeal will not be considered at the members' meeting.
§ 7 Membership fees
Membership fees are collected from the members. The amount and due date of the membership fees are to be decided by the general meeting.
§ 8 Bodies
The organs of the association are the general meeting and the board. Further organs may be established by resolution of the general meeting.
§ 9 General Meeting
The general meeting is the supreme body of the association and consists of all members. All full members as defined in § 4 paragraph 1 of the statutes are entitled to vote. Proxy voting is not permitted.
The general meeting is responsible for:
- the acceptance and confirmation of the activity report, the financial report and the business and financial plan of the Management Board, as well as its discharge
- the election, removal and discharge of the board
- the election and removal of auditors who are not allowed to be members of the board
- the decision-making process regarding amendments to the statutes
- the decision-making process regarding the amount and due date of membership fees, admission fees and assessments
- the confirmation of regulations, insofar as this does not fall within the responsibility of the board.
- the decision-making process regarding an appeal against an exclusion decision by the board
- the decision to dissolve the association
- further tasks insofar as these arise from the statutes or from the law
At least one ordinary general meeting must be held each year, chaired by the chairman or, if the chairman is unavailable, by the first deputy chairman. The meeting constitutes a quorum regardless of the number of members present, provided that at least half of the board members are present. Decisions are made by a simple majority of the voting members present. Abstentions are not counted.
An extraordinary general meeting must be convened if the interests of the association so require or if at least 10% of the regular members request it in writing from the board, stating the purpose and reason. The board may convene extraordinary general meetings at any time.
Members must be invited to the ordinary general meeting at least three weeks in advance, with notification of the agenda; to the extraordinary general meeting at least two weeks in advance.
The board is responsible for setting the agenda. The agenda must be supplemented if a member submits a written request no later than seven calendar days before the meeting and the general meeting approves it, unless the board has already granted the request by including it in the agenda.
A two-thirds majority of the votes of the eligible members is required if the subject of the vote is an amendment to the statutes, the dissolution of the association, or the reversal of an expulsion decision by the board. A change to the association's purpose requires a three-quarters majority of the votes of the eligible members.
Minutes of the general meeting must be prepared and signed by the chairman and the secretary.
§ 10 Board of Directors
The association is managed by a voluntary board of directors, each member of which is elected individually from among the regular members.
The board consists of:
(a) a chairman
(b) a first and a second deputy chairman
(c) a treasurer and
(d) up to three associate members
The board of directors within the meaning of Section 26 of the German Civil Code (BGB) consists of the chairman, the two vice-chairmen, and the treasurer. The association is legally represented both in and out of court by any two of the aforementioned board members acting jointly, one of whom must always be either the chairman or the first vice-chairman.
Internally, the following applies: If the 1st chairman is prevented from representing the organization, the 1st deputy chairman takes his place.
The managing director or employee of the association cannot be a member of the board.
The board of directors manages the affairs of the association in accordance with the statutes and the resolutions of the general meeting.
The board makes its decisions by simple majority. It has a quorum when at least half of its members are present. In the event of a tie, the chairman's vote decides the matter; if the chairman is absent, the vote of the first vice-chairman decides.
The board has the following tasks in particular:
- the convening and preparation of the general meeting
- the implementation of the resolutions of the general meeting
- the annual preparation of a business and financial plan
- the preparation of annual financial statements including a profit and loss statement and the financial report
- the admission or exclusion of members,
- the appointment / dismissal of a managing director and other staff
- the decision regarding club and association memberships.
Minutes must be taken of the decisions made at the board meetings.
The board of directors is elected by the general meeting for a term of three years. Re-election to the board is permitted. The board remains in office until a new board is elected. Membership on the board automatically terminates upon termination of membership in the association.
For the elections, an election committee must be formed, which is to be appointed by the assembly in an open vote.
All regular members of the association can be elected as board members.
Board members are to be elected in individual ballots. The candidate who receives a majority of the valid "yes" votes cast is elected. If several members are running for the same position and all candidates receive a majority of the valid "yes" votes cast in the first round, a second round of voting (runoff election) must be held. The candidate who receives a majority of the valid votes cast is elected.
The elections are held by secret ballot.
A lump-sum payment for the activities of the board of directors can be made by means of an expense allowance in accordance with Section 3 No. 26a of the German Income Tax Act (EStG). The board of directors is authorized by resolution to make reimbursements or expense allowances in accordance with Section 3 No. 26a of the German Income Tax Act (EStG) to both members and third parties.
The board of directors is further authorized to obtain, by resolution, appropriate remuneration for members who carry out journeys on behalf of the association using their private cars.
Minutes must be taken and kept of all meetings, sessions, and resolutions of the board. These must be signed by the chairman and the secretary.
If a board member wishes to resign, this must be declared to the board in writing.
If a member of the board of directors resigns, a by-election must be held at the next general meeting. This by-election is valid for the remainder of the term. The board is also entitled to co-opt a replacement board member until the next general meeting.
§ 11 Financial Year
The fiscal year is the calendar year.
§ 12 Liability in internal relations
The liability of the association or its bodies for damages of any kind incurred by a member as a result of participation in association activities or the use of association facilities is limited to intent and gross negligence.
§ 13 Dissolution
The dissolution or winding-up of the association can only be decided upon at an extraordinary general meeting convened specifically for this purpose. This also applies to the loss of its tax-exempt status.
§ 14 Liquidators
If the liquidation of the association is necessary (dissolution, annulment, withdrawal of legal capacity), the members of the board of directors currently in office are the liquidators within the meaning of § 26 BGB.
§ 15 Transfer of assets
Upon dissolution of the association or upon the loss of its tax-privileged purposes, the assets of the association shall be transferred to the German Society for the Rescue of Shipwrecked Persons, which shall use them directly and exclusively for charitable, benevolent or ecclesiastical purposes.
§ 16 Entry into force
The foregoing statutes were adopted by a two-thirds majority at the members' meeting on May 31, 2018, and enter into force with this resolution. They replace the statutes of March 18, 2015.
