Articles

of the Care for Kids society – a benevolent society for the promotion of understanding between peoples and the support of measures to promote development and alleviate poverty, registered office located in Stuttgart

 

§ 1 Name and registered office

  1. The society bears the name Care for Kids and is to be understood as the benevolent society of M+W Group, its staff members and other interested persons, its purpose being the promotion of understanding between peoples and the support of measures to promote development and alleviate poverty.
  2. The registered office is located in Stuttgart.
  3. The society is registered in the Register of Associations, after which its name carries the suffix e.V. showing that it is a Registered Association.

 

§ 2 Purpose of the society

  1. The society sets itself the task of promoting reflection on understanding between peoples by taking any measures worldwide that contribute to human contact between peoples, and deepen knowledge of other peoples and appreciation of the benefits of peaceful coexistence. Understanding between peoples should also be supported and promoted by activities which serve development cooperation and alleviation of poverty, with priority given to the welfare of young people, their schooling, training and higher education, and as far as possible the creation of places in education.

    The society can fulfil this task directly by measures promoting the purpose of the society with contributions and donations in cash or in kind or through personal support; also, in particular, through the promotion of partnership relations having the above-mentioned objectives in view, through help towards self-help in the form of the execution of concrete projects, among others in developing countries and by emergency aid.

    The society may realize its aims by conducting seminars, congresses and conferences by which understanding of the values of different cultures is strengthened, and by other educational events serving the purpose of promoting understanding between peoples and promoting partnership relationships that further transparency of operation of every kind.

    The society also pursues its aims directly through measures promoting development and alleviating poverty for people as provided for in § 53 of the Tax Code who, by reason of their physical, mental or spiritual constitution or because of their economic circumstances, are in need of aid. This should happen primarily abroad, and should not thereby prevent similarly oriented domestic action in individual cases. Measures for the alleviation of poverty are targeted particularly at people who, due to their youth or because of some physical, mental or spiritual handicap, are not in a position to earn their own living sustainably by the exercise of a paid occupation suited to their capacities, and aim to assist them by suitable means to obtain appropriate professional training, either through financial support for a limited period, or through the creation of suitable training places. Lastly, people in need are also to be assisted, especially in the case of people who are ill or suffering from a physical, mental or spiritual handicap by the promotion of care institutions or hospitals, e.g. by making available equipment, devices, fitments or other personal and material resources.

    The society may also realize its aims by supporting the Baden-Württemberg foundation for economic development and co-operation, Stuttgart (by the provision of resources, by contributions and gifts and corresponding apportionment of funds to this foundation by any desired means, including donations).
  2. The society pursues objectives which are exclusively and directly charitable and of public utility within the meaning of the paragraph on "tax-privileged purposes" of the regulations on donations (§ 51 et seq. of the tax code). Its activity is altruistic and does not primarily pursue its own economic objectives. Resources belonging to the society may be used only for purposes in accordance with the articles. Members receive no remuneration from the resources of the society. No person may benefit from donations or emoluments which are foreign to the aims of the society.

 

§ 3 Membership

  1. Membership of the society is open to all staff of the M+W Group worldwide including members of their families as well as to the company itself

    and

    to any physical person or legal entity and any kind of partnership or other association of persons of whatever kind, provided that these persons or associations support the aims of the society.
  2. Entry into the society is by written declaration made to the executive committee. It is possible to leave the society in the same way at the end of the year after giving three months' notice.

 

§ 4 Contributions

Members are under an obligation to make an annual contribution in money; this annual contribution is laid down by decision of the general meeting and takes effect no earlier than the following calendar year. Extraordinary member's contributions, in multiples of the annual contribution, are also possible. For this contribution, members receive confirmation of their donation within the possible and permissible limits of the law.

 

In addition, one-off and special donations are possible and desired; for project-specific donations, the society will provide detailed descriptions on request.

 

§ 5 Use of resources

The executive committee of the society gives the members an annual report in writing on the use of donations and the development of the society. This may also be done verbally at a general meeting.

 

§ 6 Components of the society

The society is composed of the general meeting, the executive committee and an advisory committee.

 

§ 7 General meeting

  1. The general meeting is the highest decision-making body, notwithstanding the provisions of § 8 below. It must be called at least once a year.
  2. An extraordinary general meeting must be called if the interests of the society so require or if it is demanded by one third of the members with reasons given.
  3. The invitation to the general meeting is made by the chairman of the executive committee with advance notice of once month in writing, at the same time specifying the time, place and agenda of the meeting, the invitation being delivered to the last known address of every member. Submissions from members of additional items to be included in the agenda must be received by the executive committee in writing at least two weeks before the day of the general meeting; the executive committee must immediately inform all members of such submissions in writing.
  4. The executive committee – if several committee members are present, the chairman of the executive committee – conducts the meeting. The general meeting is quorate if at least one third of the members and one member of the executive committee are present or represented. In the event that a general meeting is not quorate, because at least one third of the members and one member of the executive committee are not present or represented, a new general meeting with the same agenda must be called within one month from the day of the general meeting that was not quorate, and this general meeting shall then be quorate irrespective of the number of executive committee members present and/or the number of members present or represented, special mention of which fact must be made on the invitation.
  5. The first executive committee in accordance with the provisions of § 26 of the German Civil Code and the advisory committee are elected and appointed by the foundation members.
  6. The tasks of the general meeting are in particular as follows:
    1. It elects an executive committee or several members of the executive committee with the exception of the first executive committee or the members of the first executive committee in accordance with§ 26 of the German Civil Code (see above para. 5).
    2. It makes decisions on alterations to the articles.
    3. It elects the auditor or auditors; as auditors, members of the society or tax advisers, chartered accountants or certified public accountants are eligible.
    4. It considers the statement of accounts of the executive committee and accepts it.
    5. It can decide the dissolution of the society.
  7. Each member has one vote in the general meeting and is empowered to exercise the right to vote of one other member of the society if a written mandate is presented in the general meeting. Further accumulation of votes is not permissible.

    Decisions are taken by simple majority vote of the members present or represented; in the event of a tie, the chairman of the meeting has the casting vote.

    Alterations to the articles may only be decided by a majority of two thirds of the votes cast. For alterations to the purpose of the society, a majority of three quarters of the votes cast is required; this is also applicable to a decision to dissolve the society.

    Abstentions are not counted.
  8. Voting is carried out in secrecy using ballot papers. Voting may be open if no objection is made by any member present.
  9. Written minutes are taken of every general meeting by a minutes secretary nominated by the chairman of the meeting and are signed by the chairman of the meeting and the secretary.

 

§ 8 Executive committee

  1. The executive committee according to § 26 of the German Civil Code consists of one or more members; if it consists of several members:
    1. a chairman,
    2. a deputy chairman (who is also the minutes secretary) and
    3. in certain circumstances, a treasurer shall be nominated.
  2. The committee members are elected according to § 7 para. 6 no. 6.1 of the general meeting. A member of the executive committee may belong to the advisory committee.
  3. The executive committee is elected for a period of five years, with the proviso that tenure of the post terminates at the end of the annual ordinary general meeting in the fifth a year after election.
  4. The executive committee in accordance with § 26 of the German Civil Code (see para. 1) represents the society judicially and extra-judicially: it has the status of a legal representative. The society is represented by the executive committee in accordance with § 26 of the German Civil Code (see para. 1). Executive committee members in accordance with § 26 of the German Civil Code may be accorded an individual representation authorization. Members of the executive committee in accordance with § 26 of the German Civil Code or individuals among them may be exempted by the general meeting from the limitations imposed by § 181 of the German Civil Code.
  5. The executive committee takes decisions by majority vote. In the event of a tie, the chairman has the casting vote; in his absence, the committee member deputizing for him.
  6. In the event of the absence of the chairman, his duties are taken on by the deputy chairman, or if there is only one member of the executive committee, by the chairman of the advisory committee.
  7. An executive committee member may be appointed more than once.
  8. A committee member's membership of the executive committee ends with his death, with the lapse of the period of appointment, by voluntary withdrawal of the executive committee member from the society, by resignation from the post or by unanimous decision of dismissal by the executive committee with the approval of the advisory committee or the general meeting in which the departing member has no right of vote if there is an important reason. However, the executive committee member affected by possible dismissal must be heard before the dismissal decision is taken. Membership of the executive committee shall terminate when the member attains 70 years of age.
  9. Should an executive committee member in accordance with § 26 of the German Civil Code retire from the committee before the end of his membership term, the remaining committee members shall elect a substitute member from among their number, or he shall be represented by a member of the advisory committee until the next general meeting.

     

 

§ 9 Advisory committee

The society has an advisory committee consisting of three or more members. The advisory committee is also empowered to co-opt further members. The first advisory committee is appointed by the founder members. The term of office of advisory committee members is five years and may be extended as often as desired. The advisory committee is elected by the general meeting by simple majority.

 

Advisory committee members may resign their membership at any time.

 

Dismissal of advisory committee members is only possible with a qualified majority (66 2/3).

 

The duties of the advisory committee are advising the executive committee, recruitment of members and donations. The advisory committee meets two or three times a year on summons from the executive committee. However, it may also meet without being summoned by the executive committee.

 

The advisory committee elects one of its members as chairman and another as deputy chairman. The chairman nominates the minutes secretary. Further, the advisory committee endows itself with a form of organization in agreement with the executive committee

 

§ 10 Business year

The accounting year of the society is the calendar year.

 

§ 11 Expenses

  1. Any person who acts on behalf of the society with the approval of the executive committee and incurs expenses is entitled to reimbursement by the society.
  2. Such expenses include travel costs, postal and telephone charges, board and lodging. They are only reimbursable insofar as they are really incurred, are unavoidable for the task in hand and remain reasonable in scope. Scope is taken to be reasonable as long as claims remain within the applicable prescriptions of the tax guidelines.
  3. Sacrifice of assets in the context of working time and effort expended is taken to be not expenses but compensation, and as such is not refundable.

 

§ 12 Dissolution and rights to assets

In the event of dissolution of the society or discontinuation of its tax-privileged purposes, its assets shall revert to the Stiftung Entwicklungs-Zusammenarbeit Baden-Württemberg (Baden-Württemberg foundation for development and cooperation), Stuttgart, which shall use them directly and exclusively for non-commercial, charitable or ecclesiastical purposes.

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