CONSTITUTION
§ 1
Name and Registered Office
1.
The association, founded on January 1, 2022, bears the following name: Urban Action Foundation (UAF)
2.
The association is to be registered in the association register. From the moment of registration, the association carries the addition "e.V.".
3.
The association is based in Berlin.
4.
The association's fiscal year begins on January 1 and ends on December 30, covering a period of 12 months.
§ 2
Purpose of the Association
1.
We understand the city as the space where, through the densification of different skills and energies, they coexist and interact. In this way, they act as catalysts for change, mediation, and the integration of differences and opposites to improve people's quality of life.
2.
Since the city is a product of the constant interaction of different forces and energies from various actors, the city is constantly shaped by people. Therefore, we believe that every person has the "right to the city." In order for the city to offer space for everyone, tolerance and democracy are fundamental elements.
3.
We are committed to improving, reshaping, and reactivating spaces to enhance the quality of life in the city. This includes improving living spaces, enhancing infrastructure, improving public spaces, and strengthening the social structures of the citizens.
4.
We believe in the infinite creative potential of residents to improve their living environment when they find the framework to expand their talents and abilities. Therefore, the integration of residents and various actors is essential to sustain public urban spaces in the long term.
5.
In believing in the democratic city and the place of coexistence, it is essential to preserve sensitivity and respect for other forms of life, such as animals and plants that coexist with us in the city.
6.
We generally engage with the city, with our main focus on the informal city in South America, especially in Peru. Our purpose is development cooperation for sustainable urban development.
§ 3 Measures
-
We will contact communities and individuals who have a fundamental need to improve their built environment in order to find a solution together.
-
We are committed to sustainable construction within an ecological, economic, and social framework.
-
We seek cooperation with national, international, social, academic, governmental, and non-governmental organizations that have similar goals to ours.
-
We provide information and services for urban planning.
-
Our first project involves the construction of basic infrastructure and the improvement of the quality of the floating indigenous houses in the human settlement of Belen in the city of Iquitos in the Peruvian Amazon jungle.
§ 4
Selfless Activity
1.
The association exclusively and directly pursues charitable purposes within the meaning of the "Tax-privileged Purposes" section of the Tax Code (AO).
§ 5
Financing
The association is financed through donations, contributions, and subsidies.
§ 6
Use of Funds
1.
The association is selflessly active and does not primarily pursue commercial purposes.
2.
Funds of the association may only be used for statutory purposes. Members shall not receive any benefits from the association's funds.
3.
Furthermore, no individual may be favored through expenses that are unrelated to the purpose of the association or through disproportionately high remuneration.
§ 7
Prohibition and Benefits
Benefits to individuals in the form of expenses or disproportionately high remuneration that are unrelated to the purpose of the association are prohibited.
§ 8
Acquisition and Termination of Membership
1.
Only natural persons can become members of the association.
2.
Membership must be applied for in writing. Admission is decided by the executive board. In the case of minors, the legal representatives must submit the application for admission.
3.
Members may withdraw from the association at any time. The withdrawal must be declared in writing to the executive board.
4.
Members whose behavior seriously contradicts the interests of the association may be expelled from the association. The expulsion of the affected members is decided by the general meeting. In particular, the following reasons can lead to expulsion: Regular disruption within the association; Conviction for unlawful behavior related to the association.
5.
Membership ends with the death of the member or the termination of membership.
6.
Former or expelled members have no claim to the association's assets.
§ 9
Rights and Duties of Members
1.
Each member is obliged to comply with and adhere to the regulations of this association's constitution and the association's bylaws.
2.
Each member is obliged to respect the purpose of the association, promote the interests of the association, and, to the best of their ability, support the association's activities through their participation.
3.
Each member is entitled to participate in the general meeting.
4.
Each member has equal voting and election rights in the general meeting.
5.
Absent members may also exercise their voting and election rights by postal ballot or through similar secure electronic voting methods.
6.
Each member has the right to use the facilities of the association and participate in association events.
§ 10
Organs of the Association
The organs of the association are as follows:
- a) the general assembly
- b)
the executive board
- c)
the committees
§ 11
General Assembly
1.
The regular general assembly takes place once a year. Furthermore, an extraordinary general assembly must be convened if the interests of the association require it or if at least 1/10 of the members request the convening in writing, stating the purpose and reasons.
2.
General assemblies are convened by the board in writing or in text form via email, stating the agenda. The notice period for each general assembly is three weeks.
3.
The board can decide that the general assembly takes place in the virtual space, without the physical presence of members at the assembly venue (online general assembly). Members can participate in this assembly through electronic communication and exercise their membership rights in this manner.
4.
In the case of an online general assembly, the board must ensure that only association members can participate through appropriate access restrictions and that participating association members are identifiable (e.g., by using their real names as usernames).
5.
The chairman is the presiding officer. If the chairman is unable to attend, the vice-chairman acts as the presiding officer. If neither the chairman nor the vice-chairman is present, a presiding officer is elected by the general assembly.
6.
If the secretary is absent, the general assembly will elect a secretary.
7.
Every general assembly that has been properly convened is quorate without regard to the number of members actually present.
8.
Decisions of the general assembly are made by a simple majority of valid votes cast. Any amendment to the articles of association or the purpose of the association requires a majority of 1/4 of the valid votes cast.
9.
Additionally, a protocol of the decisions of the general assembly must be taken. The protocol is signed by the presiding officer and the secretary.
10.
Proposals may be submitted by
: a)
any adult member
b)
by the board
11.
Proposals must be submitted to the association's board one week before the general assembly. If a proposal is submitted later, it may only be considered if its urgency is approved by a 2/3 majority. The same applies to changes to the articles of association.
§ 12
Right to Vote and Eligibility
1.
Ordinary members have the right to vote and be elected.
2.
The legal representatives of juvenile members have the right to vote until the juvenile member reaches the age of 18.
§ 13
Board
1.
The board consists of:
-
the board
2.
The board is authorized to establish committees for specific purposes. The board can issue binding regulations. The board manages the affairs in accordance with the articles of association and the resolutions of the general assembly.
3.
The association is represented, both in and out of court, by the chairman as the sole authorized representative.
4.
The members of the board are elected for an unlimited period.
5.
The members of the board are entitled to reimbursement of expenses in accordance with §27 para. 3 in conjunction with §670 of the German Civil Code (BGB). This entitlement applies to all actual expenses incurred in connection with their activities for the association. This includes, in particular, travel expenses, expenses for office supplies, rent, postage, and telecommunications costs. The expenses must be verifiably documented to the association.
6.
The members of the board receive remuneration for their activities for the association. The amount of the remuneration is determined by the general assembly.
§ 14
Honorary Members
The general assembly may appoint individuals who have rendered outstanding services to the association as honorary members by a simple majority of the eligible members present. Honorary membership can be revoked by the general assembly by a simple majority. Honorary members have voting rights and are exempt from paying membership fees.
§ 15
Auditor
1.
The general assembly elects an auditor for a period of two years.
2.
The auditor must inspect the finances, accounts, and records of the association at least once during the fiscal year and submit written reports to the board.
3.
The auditor submits an audit report to the general assembly and requests the discharge of the board if the financial affairs have been conducted properly.
§ 16
Dissolution, Liquidation of the Association Assets
1.
The association can be dissolved by a 3/4 majority of the valid votes cast.
2.
The liquidators are the chairman and the vice-chairman. The general assembly is authorized to appoint two other association members as liquidators.
3.
In the event of the dissolution of the association or the cessation of tax-privileged purposes, the assets of the association fall to a tax-privileged corporation or a public corporation for the purpose of promoting development cooperation, especially the promotion of the improvement and development of urban areas.
§ 17
Entry into Force
This articles of association, in the present form, was adopted on January 1, 2022, by the general assembly of the Urban Action Foundation (UAF) and shall enter into force following registration in the association's register.
