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Articles of Association

Preamble

The work of the Positive Global Change association is based on the fact that people of all ages in today's Western society are increasingly suffering from isolation and often no longer receive the support and attention they deserve. As a result, individuals lose knowledge of their own abilities, which often means that access to a fulfilling life perspective remains closed. The association offers support to these talented and willing people.

The Positive Global Change association specifically helps people to discover their potential and skills and to realize their potential. The association therefore encourages people to recognize their own wishes and possibilities on a very individual basis and promotes the proactivity of people of all ages, but especially young people, through education, training and general support.

Appreciation of the individual is the central value of this association.

Contributing is the central attitude of all members of this association and its participants.

We consider a giving attitude to be a prerequisite for success in all areas of life, which is why the association supports all participants in taking responsibility for tasks within the association as a contribution within the scope of their growing abilities and thus in turn increasingly internalizing and increasing meaningfulness, self-respect and their own potential. The experiences of many participants who have made their way to a successful life of their choice thanks to this association will lead them to want to volunteer to help others in the same way and to use the potential they have gained for Positive Global Change. In this way, more and more people will be guided towards their potential, skills and a fulfilling life perspective by a growing number of helpers.

In this way, the founding of this association is the beginning of a self-expanding model. It is to be duplicated and transferred to other regions.

Against this background, Positive Global Change has adopted the following statutes:

§ 1 Name, registered office, financial year

  1. The association goes by the name "Positive Global Change".
  2. The association has its registered office in Hamburg and is to be entered in the register of associations at Hamburg Local Court. After registration, it will bear the addition e.V.
  3. The financial year is the calendar year

§ 2 Purpose and tasks of the association

  1. The purpose of the association is:
    • A. the promotion of youth and elderly care (§52 para. 2 no. 4 AO);
    • B. the promotion of the upbringing and education of children and young people (§52 para. 2 no. 7 AO);
    • C. the promotion of international sentiment and the idea of international understanding (§52 para. 2 no. 13 AO);
    • D. the promotion of animal welfare (§52 para. 2 no. 14 AO).
  2. The tasks of the association are, in particular, in accordance with the funds available:
    • Implementation of measures for the education and upbringing of children, in particular through homework help, art, music and nature-related projects;
    • Organization of themed excursions and short trips for children and young people for educational purposes;
    • Implementation of measures to promote the potential and skills of young people;
    • Provide training for young people to develop a successful attitude that promotes career entry;
    • Provision of tutoring for young people;
    • Provision of a work area for young people;
    • Providing training for older people, especially on computers and cell phones;
    • Singing for children and the elderly;
    • Provision of a coffee table for elderly people as a meeting place;
    • Implementation of feasible wish fulfillment for elderly people;
    • Organization of slide shows about the home countries of foreign participants;
    • Organization of dance meetings with dance trainings from different cultures;
    • Reading national and international children's stories to children;
    • Supporting animals in regional animal shelters, e.g. by walking them;
    • Conducting presentations by external experts for children and young people on the world of animals;
    • Financial support for projects to protect animals in need worldwide.
  3. The association is also entitled to make use of external expertise for a fee to carry out and provide all of the aforementioned tasks.
  4. The offer is primarily aimed at non-members. The association is politically, ethnically and denominationally neutral.

§ 3 Tax privileges

  1. The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code as amended.
  2. The association is selflessly active; it does not primarily pursue its own economic purposes.
  3. The association's funds may only be used for the purposes set out in the articles of association. Members shall not receive any benefits from the Association's funds in their capacity as members.
  4. Members have no claims to the association's assets when they leave.
  5. No person may benefit from expenses that are alien to the purposes of the association or from disproportionately high remuneration.
  6. The association is entitled to employ and pay staff to carry out the purposes of the articles of association.

§ 4 Start / end of membership

  1. All natural and legal persons with full legal capacity who support the objectives of the association can become ordinary members.
  2. The Board of Directors decides unanimously and conclusively on the written application for membership. It is not obliged to inform the applicant of the reasons for rejection.
  3. Membership ends with voluntary resignation, expulsion, death of the member or loss of legal capacity in the case of legal entities.
  4. The voluntary resignation of a member is made by written declaration to the Executive Board with a notice period of three months to the end of the first half of the financial year (30.06.) or to the end of the financial year (31.12.).
  5. A member may be expelled with immediate effect by unanimous resolution of the Executive Board, in particular if he/she:
    • behaves in a manner detrimental to the association, especially in public,
    • acts contrary to the objectives of the association,
    • does not meet his obligations to the association or
    • its inactivity can be objectively determined.

The member must be given the opportunity to respond to the allegations in writing to the Executive Board within a period of at least two weeks prior to expulsion. The deadline shall be deemed to have been met if the last address provided by the member is used.

In the event of intended deletion as a member due to inactivity, the member shall be notified of the impending deletion in writing, stating the reasons.

In the event of differences of opinion regarding § 4 No. 5 between the member affected by exclusion or removal and the Executive Board, the Arbitration Committee of the Association, consisting of three members and one member of the Executive Board, shall decide by simple majority.

6. 

Upon termination of membership, regardless of the reason, all claims arising from the membership relationship expire. A refund of contributions, apportionment shares, donations or other support payments is generally excluded.

§ 5 Rights and obligations of members

  1. All members are entitled to participate in all events offered by the association.
  2. In addition, they have the right to submit motions to the Board of Directors and the General Meeting. Voting rights can only be exercised in person at the General Meeting.
  3. Members are obliged to support the association and its purpose, particularly in public.

§ 6 Membership fees

  1. Each member must make a contribution in the form of a regular service that directly promotes the objectives and tasks of the association.
  2. In addition, they have the right to submit motions to the Board of Directors and the General Meeting. Voting rights can only be exercised in person at the General Meeting.
  3. The one-off admission fee as an ordinary member of the association is 250 euros. One-off contributions may be levied.

§ 7 Supporting members

  1. Supporting members of the association are extraordinary members. Natural and legal persons can become supporting members. Section 4 nos. 1-6 shall apply accordingly to the acquisition of supporting membership.
  2. The contribution of a supporting member is at least € 60 per calendar year, irrespective of the start of membership in the year of joining.
  3. Supporting members have the right to speak at the General Meeting, but no right to propose motions, no voting rights and no active or passive voting rights.

§ 8 Organs of the association

The bodies of the association are

  1. General meeting
  2. Management Board

§ 9 General Meeting

  1. The supreme body of the association is the General Meeting. As a rule, it is chaired by the Chairman of the Executive Board or the Deputy Chairman of the Executive Board.
  2. The General Meeting establishes the guidelines for the work of the association and decides on issues of fundamental importance. The tasks of the General Meeting include in particular
    1. Election of the Executive Board in the election year
    2. Election of the Arbitration Committee in the election year
    3. Resolution on association regulations
    4. Advice on the status and planning of the work
    5. Resolution on the assumption of new tasks or the withdrawal from tasks on the part of the association
    6. Issuance of the contribution regulations, which are not part of the Articles of Association
    7. Resolution on the levying of one-off contributions
    8. Resolution on the annual financial statements
    9. Acceptance of the annual report of the Executive Board
    10. Resolution on the discharge of the Executive Board
    11. Resolution on amendments to the Articles of Association and the dissolution of the Association.

The votes of the members are cast publicly by a show of hands.

3. 

With regard to the election of the Board of Directors, three weeks prior to the ordinary General Meeting taking place in the election year is the fixed cut-off period for submitting nominations for new members of the Board of Directors.

4. 

The 1st Chairman or the 2nd Chairman shall issue a written invitation to the General Meeting, stating the provisional agenda, at least four weeks in advance. The written form requirement is also met by electronic transmission of the invitation. The General Meeting meets as often as necessary, usually once a year.

5. 

An Extraordinary General Meeting shall be held if at least 25% of the members request it, stating reasons to the Executive Board. It must meet no later than four weeks after receipt of the written request to convene.

6. 

The General Meeting constitutes a quorum if two thirds of the members are present. Members who are recognizably present in person via electronic media at the same time as the General Meeting are also deemed to be present. Technical risks are borne by the absent member.

Subject to individual provisions to the contrary in these Articles of Association, resolutions of the General Meeting are passed by a three-quarters majority.

7. 

In the event of a lack of quorum, the Executive Board shall immediately convene a second General Meeting with the same agenda. This shall constitute a quorum regardless of the number of members present. This fact must be pointed out in the invitation. Resolutions are passed by majority vote.

8. 

Minutes shall be taken of the resolutions and, where necessary to understand how they came about, of the main course of the meeting. They are prepared and signed by the secretary, who is elected separately for each general meeting by a simple majority.

§ 10 Executive Board

  1. The Executive Board consists of the 1st Chairman and the 2nd Chairman. They form the Executive Board within the meaning of Section 26 BGB.
  2. The Executive Board also consists of two additional persons as the extended Executive Board. Together with the Managing Board, they form the Executive Board.
  3. All Board members work on a voluntary basis. Only those who have reached the age of 30 and have been a member of the association for at least three years can become an elected member of the Board. Only those who are full members of the association can become a member of the Executive Board.
  4. The term of office for all members of the Board of Directors is 3 years. Executive Board members may be re-elected without limitation. At the end of the three-year term of office, the members of the Board of Directors remain in office until the appointment of a new Board of Directors.
  5. The Board of Directors is responsible for managing 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.
  6. The Executive Board in accordance with no. 1 is only authorized to represent the company jointly in and out of court. The rules of procedure of the Executive Board may regulate the necessity of authorization by the other member of the Executive Board in individual cases.
  7. The Executive Board passes resolutions together with the extended Executive Board with a three-quarters majority. A quorum is present if three out of four members of the Executive Board are present or their votes on the subject of the resolution are available in writing at the time of the vote. Simultaneous presence via electronic media is also deemed to be present. Votes may also be cast in writing via electronic media.
  8. As a rule, the Board of Directors should meet monthly.
  9. The resolutions of the Executive Board must be recorded in writing and signed jointly by the Executive Board.
  10. Further regulations are reserved for the rules of procedure.

§ 11 Treasurer and auditors

  1. The association establishes the office of treasurer (treasurer). The treasurer is not part of the Executive Board. The treasurer is appointed by the Board of Directors. The duties of the treasurer may be assigned to several suitable persons at the same time.
  2. The association shall establish the office of cash auditor for the second full financial year after its foundation at the latest. The cash auditor is not part of the Executive Board. The auditor is appointed by the Executive Board and can be commissioned by the Executive Board as an external expert for a fee.

§ 12 Arbitration Committee

  1. The Association may set up a permanent Arbitration Committee for all cases of conflict between the Board of Directors and individual members or between the General Meeting and individual members.
  2. The Arbitration Committee is elected by the General Meeting for a term of one year and consists of three ordinary members and one member of the Executive Board. Committee members may be re-elected indefinitely.
  3. In cases of conflict, the Arbitration Committee may be called upon at any time by any member, stating the reasons in writing (submission). The Arbitration Committee is under no obligation to deal with the petition. In the event of a referral, the appealing member shall be heard in person.
  4. The Arbitration Committee is quorate if all elected representatives are present. It decides by simple majority. Its decisions are final, are recorded in writing and submitted to the Executive Board together with the petition for further use.
  5. The member shall be informed in writing by the Arbitration Committee of the result of its submission. The requirement of written form shall also be met by electronic transmission.

§ 13 Association regulations

The association may adopt association rules to regulate the association's internal procedures. The association regulations are not part of the articles of association. The general meeting is responsible for adopting, amending and repealing association regulations.

§ 14 Amendments to the Articles of Association and dissolution of the Association

  1. The General Meeting decides on amendments to the Articles of Association, changes to the purpose of the association and dissolution.
  2. Proposals for amendments to the Articles of Association, changes of purpose and the dissolution of the Association must be submitted to the members entitled to vote no later than six weeks before the meeting of the General Meeting.
  3. A majority of three quarters of those present and entitled to vote is required to pass resolutions on ordinary amendments to the Articles of Association. Members connected simultaneously via electronic media are also deemed to be present.
  4. The approval of all ordinary members is required for a resolution on a change of purpose of the association or the dissolution of the association.
  5. Amendments or additions to the Articles of Association that are prescribed by the competent registration authority or the tax office are implemented by the Executive Board and do not require a resolution by the General Meeting. They must be communicated to the members at the latest with the next invitation to the General Meeting.
  6. If the association is dissolved, if its legal capacity is withdrawn or if its tax-privileged purposes cease to exist, the association's assets shall be transferred to a tax-privileged corporation or public corporation for direct and exclusive use for the promotion of youth and elderly care, education and upbringing, international understanding or animal welfare, and resolutions on the future use of the assets may only be implemented with the approval of the responsible tax office.
  7. The members of the Executive Board who are in office and authorized to represent the company are appointed as liquidators.

The name of the association was changed from MENSCHEN.LEBEN. to Positive Global Change by resolution of the General Meeting on 18.09.2023 under § 1 No. 1 of these Articles of Association.