Articles of Association

Animal Welfare Foundation

New version, 11 August 2013

§ 1 Name
The name of the association is “Animal Welfare Foundation”. The association is registered in the Register of Associations in accordance with Article 57 of the German Civil Code (BGB).

§ Seat
The official seat of the association is Frankfurt am Main.

§ 3 Guiding principles
All of the work undertaken by the association is based on our firm conviction:

(1) that the cruel treatment of animals goes against everything we stand for in a developed society;

(2) that animals considered as “livestock” must be protected from being tortured, exploited and kept in unsuitable conditions;

(3) that neglected and abandoned animal (“strays”) are in need of help;

(4) that advocating for animals as fellow creatures is just as important as campaigning for human rights;

(5) that we must stop treating animals as products and start treating them as living being with rights of their own.

§The objects of the association are as follows:
(1) Projects for animals at risk in Germany and abroad 

(2) Projects to protect livestock

(3) Projects to protect stray animals 

(4) Raising public awareness 

(5) Neutering campaigns in Germany and abroad 

(6) Confiscation and/or placement of animals at risk

We achieve these objectives by:

(1) Investigating cases in which the rights of animals are being violated;

(2) Examining animal rights violations at an international level;

(3) Developing and implementing theoretical and practical concepts to address animal welfare problems;

(4) Taking action in crisis regions affected by accidents, climate impact or war;

(5) Legally prosecuting those who break the law;

(6) Engaging in international PR activities;

(7) Collaborating with veterinary and other state bodies, police and other authorities and animal welfare organisations and associations; 

(8) The association is non-partisan and non-denominational.

(9) The association operates internationally.

§Non-profit status
(1) The association pursues directly and exclusively non-profit-making activities as defined in the chapter entitled “Tax-privileged purposes” in the German Fiscal Code. The association seeks to promote animal welfare. 

(2) The association is non-profit-making and does not pursue goals primarily serving its own economic interests. The financial resources of the association shall only be used for purposes in accordance with these Articles of Association. Members shall not receive any payments from the financial resources of the association.

(3) If members leave the association or if the association is dissolved, members shall have no claim on the assets of the association.

(4) No person shall benefit from expenditures that are not in keeping with the objects of the association or benefit from excessively high remuneration.

§ 6 Membership
(1) The founders of the association are active members. If an active member leaves the association, the Board may appoint a new one.

(2) Any natural or legal person who agrees with the principles, aims and duties of the association may become a supporting member. The Board shall make decisions on applications for membership, which must be made in writing.

(3) A member may resign in writing at any time. Membership expires upon the death of a member or following a decision by the Board.

(4) A member may be expelled following a Board decision if a basic prerequisite for joining the association ceases to be met, if the membership contribution is overdue or if the association's reputation is undermined.

(5) An expelled member is granted a period of three weeks in which to lodge an appeal against the expulsion in the form of a registered letter to the Board. The Board shall decide on the appeal. Membership shall be suspended in the period between notification of the expulsion and the final decision.

§ 7  Membership contribution
(1) Each member is obliged to pay a membership contribution.

(2) The amount shall be determined by the General Assembly of Members.

§ 8 Bodies
The bodies of the association are (1) the General Assembly of Members and (2) the Board.

§ 9  General Assembly of Members
(1) The supreme body of the “Animal Welfare Foundation” association is the General Assembly of Members.
(2) The duties of the General Assembly of Members are, in particular:

• Establishing guidelines for the activities of the association in accordance with Article 3,

• Accepting the annual business report and cash report,

• Approving the actions of the Board,

• Electing the Board,

• Determining the amount of the membership contribution

• Amending the Articles of Association

• Dissolving the association in accordance with Article 14

3) The association's active members belong to the General Assembly of Members. Supporting members may be admitted as guests without voting rights upon application.

(4) The General Assembly of Members is convened by the Board. At the request of 3/7 of members or if the interests of the association require it

(5) an invitation to the General Assembly of members shall be sent in writing to all members, accompanied by the proposed agenda with at least one month’s advance notice.

(6) The agenda is adopted by the General Assembly of Members. Additions to the agenda are subject to approval by a 5/7 majority of the members present.

(7) The General Assembly of Members shall constitute a quorum, regardless of the number of members present. Unless otherwise specified, a motion shall be deemed passed if more members have voted in favour than against.

(8) A record must always be made of the motions passed by the General Assembly of Members and must be signed by a Member of the Board and by the member responsible for keeping the record.

(9) In cases of particular urgency, the Board may circulate a motion to all members and have them sign it to signify their assent or dissent. In this case, it is essential to ensure that all members are given an opportunity to vote. The list of signatures shall suffice in place of meeting minutes in this case. A motion shall be deemed passed if more members have voted in favour than against.

§ 10 Board
(1) The Board comprises:
a. one presiding person (Chair)
b. two representatives.
(2) The Board may receive appropriate remuneration for carrying out its duties.
(3) The Board may appoint up to two Managing Directors. The Managing Directors are only entitled to represent the association in the context of carrying out standard management duties. These include, in particular:

a. Office management
b. HR management
c. Fundraising and PR
d. Managing, controlling and administering funds
e. Finding and retaining donors

(4) The Managing Director(s) is/are prohibited from representing the association in the capacities specified below:
a. legal transactions that require the association to pay a one-off amount of EUR 10,000 or more (net);
b. the termination of employment relationships resulting in an annual cost to the association of more than EUR 8,000 (gross);
c. the assumption of loan liabilities, the underwriting of guarantees or the conclusion of rental and lease agreements involving an annual cost or more than EUR 5,000;
d. disposal and encumbrances on real-estate properties; 
e. acknowledgement of debt and assumption of debt;
f. exercising any rights that go beyond the normal business activities of the association;
g. changing or transferring any type of power of representation to a third party or to oneself.
(5) Managing directors are expressly authorised, on behalf of the association, to actively and passively manage processes for the association, file criminal complaints and engage with the investigating authorities as the authorised agent of the association. The Board may at any time revoke a Managing Director's power of representation.
(6) The Board shall be obliged to provide an account before each General Assembly of Members of its activities since the previous General Assembly of Members.
(7) Each Member of the Board shares joint power of representation with a second Member of the Board.

§ 11  Elections
(1) Every active member present is entitled to vote in elections.
(2) Elections shall be held by secret ballot. Any active member can be elected.
(3) The Board is elected for a term of 5 years. Following its term of office, a Board shall remain in office until a new Board is elected. Re-election is permitted.

§ 12 Amending the Articles of Association
(1) Motions to amend the Articles of Association must be submitted to the Board in writing within two months of the next General Assembly of Members.
(2) Such motions must be publicised together with the invitation to the General Assembly of Members.
(3) A 2/3 majority of the members in attendance at the General Assembly is required in order to pass a motion to amend the Articles of Association.

§ 13 Financial year
The financial year is the calendar year.

§ 14 Dissolving the association
(1) The “Animal Welfare Foundation” association can only be dissolved subject to the approval of a 5/7 majority of all active members.

(2)  If the association is dissolved or terminated or if its non-profit status no longer applies, the association’s assets shall be transferred to the “Tierrefugium Hanau” animal rescue service (address: Am Neuwirtshaus 2, 63457 Hanau/Großauheim), to be used directly and exclusively for non-profitmaking purposes.

Frankfurt am Main, 11 August 2013