Articles of Incorporation
Every day people are injured and mutilated as a result of war, displacement, “ethnic cleansing”, violence, landmines and torture. They are unable to cope with their daily lives because of the damage they have suffered. We want to alleviate the stigmata of these people and help them to lead a humane and self-determined life again. For this reason we founded an organisation and decided the following statutes.
§ 1 Name, Registered Office and Financial Year
(1) The organisation bears the name “placet – Plastic-Surgical Centre for Terror Victims”. It has its seat in Berlin and is to be registered in the register of associations. With the registration the name of the association receives the addition “e.V.”.
(2) The fiscal year of the association is one calendar year.
§ 2 Purpose and Tasks
(1) The organisation pursues exclusively and directly charitable purposes in the sense of the section “tax-privileged purposes” of the tax code. The purpose of the association is to promote the restoration through treatment and health care of politically, racially or religiously persecuted persons, war victims, civilians and disabled persons who have been injured in particular by war, expulsion, landmines, torture, ethnic cleansing or for other reasons and for whose disabilities there is no appropriate medical treatment in their home country. The aim is to give these people back a piece of physical integrity, independence, quality of life and dignity.
(2) The statutory purpose is realized in particular by the free treatment of injuries and disabilities with the methods of plastic reconstructive surgery. The entire spectrum of reconstructive techniques, including microsurgical procedures, is to be applied in cooperation with nationally and internationally renowned plastic surgeons. Psychological help for post-traumatic disorders can be offered free of charge. In addition, information events and lectures will promote the exchange of knowledge in the field of plastic surgery and promote the work of the association. In addition, the purpose of the statutes is to advise doctors and organisations who wish to support the sponsored group of people free of charge.
§ 3 Use of Funds, Non-Profit Status
(1) The organisation is more selflessly active and does not primarily pursue its own economic purposes. The funds of the association may only be used for statutory purposes. The members do not receive any contributions from the funds of the association. No person may be favoured by expenses which are alien to the purpose of the association or by disproportionately high remunerations.
(2) If the organisation is dissolved or tax-privileged purposes cease to apply, the assets of the organisation shall be transferred to the association “German Doctors e.V.”, which shall use them directly and exclusively for charitable purposes.
§ 4 Membership
(1) The following members belong to the organisation : a) members; and b) honorary members.
(2) Every non legal and legal person can become a member and honorary member.
(3) The board decides on a written application for admission as a member. If the application for membership is rejected, the Executive Board is not obliged to inform the applicant of the reasons behind the rejection.
(4) Natural and legal persons, institutions and associations with legal capacity who have rendered outstanding services to the interests of the association’s purposes in a special way may become honorary members. Honorary members may be nominated by any member of the Association. The general meeting decides on the admission as an honorary member.
§ 5 Termination of Membership
(1) Membership ends with resignation or expulsion from the association or with death or loss of legal capacity. Withdrawal is effected by written declaration to a member of the Executive Board.
(2) A member can be excluded by a resolution of the general meeting with a majority of the valid votes cast if he or she has grossly violated the interests of the association or does not meet his or her payment obligations despite a written reminder. The general meeting decides on this at its own discretion.
(3) Upon termination of membership, all claims arising from the membership relationship shall lapse, irrespective of the Association’s claim to claims existing at the time of termination.
§ 6 Membership Dues
Contributions are collected from members. The amount of the contributions and the payment date are determined by the general meeting in a contribution order.
§ 7 Organs of the Association
The organs of the association are the executive committee, the general meeting and the extended executive committee.
§ 8 Board of Directors and Extended Board of Directors
(1) The executive committee in the sense of § 26 BGB consists of the first and second chairmen, who represent the association individually in and out of court.
(2) The extended board shall consist of the following board members: a) the first and second chairmen; b) the treasurer; and c) the secretary.
(3) In the case of legal transactions of more than EUR 20,000.00, the Management Board is obliged to obtain the approval of the extended Management Board. The same shall apply to any conclusion of a contract concerning employee relationships which do not concern employees of minor importance.
§ 9 Tasks and Responsibilities of the Executive Board
(1) The executive committee is responsible for all affairs of the association, as far as they are not entitled to another one or are assigned by statute. Its duties include in particular:
- Management of ongoing business, in particular the definition and organisation of projects to be implemented and the selection and employment of employees;
- Recruitment of a managing director;
- Preparation and convening of the general meeting as well as preparation of the agenda;
- Execution of resolutions of the general meeting;
- Preparation of any budget, accounting, preparation of the annual report, presentation of the annual plan; and
- Decisions on applications for membership, exclusive right to propose the exclusion of members.
(2) The Executive Board is not responsible for the manner in which a project is carried out. If a physician is entrusted with the execution of a project or is entrusted with its execution, he shall determine the manner in which the project is to be carried out on his own responsibility.
§ 10 Election of the Board of Directors
(1) The executive committee, the treasurer and the secretary are elected by the general meeting for a period of three years; each member of the executive committee remains in office until a new election. Only natural persons who are members of the association may become members of the board; upon termination of membership, the office as member of the board also ends.
(2) In the event of premature resignation of a board member, a general meeting shall be convened immediately to elect a substitute board member for the remainder of the term of office of the board.
§ 11 Board Meetings
(1) The executive committee decides in meetings, which can be called by the first or second chairman formally and without notice. Resolutions shall be passed by the votes of both chairmen. The submission of an agenda is not necessary.
(2) The extended executive committee decides in meetings, which can be called with a period of one week by the first or second chairman. The Extended Board shall only have a quorum if at least three of its members are present. The Extended Board shall decide by a simple majority of votes; in the event of a tie, the vote of the first Chairman shall decide, in the absence of the first Chairman, the vote of the second Chairman.
(3) The Board meetings may be held in one place (e.g. in writing, by telex, by telephone or electronically) using technical aids and without the need for a meeting of the participants, unless otherwise stipulated by law and unless all persons entitled to participate agree in advance to the aforementioned type of meeting..
§ 12 General Meeting
(1) Each member has one vote in the general meeting. The general meeting is responsible for the following matters:
- Election, dismissal and discharge of the Executive Board;
- Approval of the annual accounts;
- Resolution about changes of the statute and about the dissolution of the association;
- election of two auditors; and
- other tasks, insofar as these result from these Articles of Association or the law.
(2) At least once in the calendar year, preferably in the first half of the year, an ordinary general meeting shall take place. It shall be convened by the Executive Board with a notice period of two weeks, stating the agenda, by written invitation or by e-mail. The letter of invitation or the e-mail shall be deemed to have been received if it has been sent to the last residential or e-mail address given by the member of the association. Members who have not provided an e-mail address will be invited by letter. The agenda must be supplemented if a member requests this in writing up to the day before the scheduled date, stating the name and reasons of the new agenda item. The amendment must be announced at the beginning of the meeting.
(3) The convening of extraordinary general meetings is governed by §§ 36 and 37 BGB (German Civil Code).
(4) Every duly appointed general meeting has a quorum.
(5) A majority of four fifths of the votes cast by the members of the Association is required to pass a resolution on the dissolution of the Association in accordance with § 17. If a general meeting convened to pass a resolution on the dissolution of the Association is not quorate, another general meeting with the same agenda shall be convened immediately. For this meeting, the invitation period shall be shortened to 7 calendar days. This new meeting is then quorate regardless of the number of club members present, if the invitation for the next meeting contains a reference to the simplified quorum. The further meeting must then take place at the latest one month after the meeting with no quorum.
(6) Resolutions of the General Assembly are passed by a simple majority of the valid votes cast; in elections, in particular in the election of the Extended Board of Directors and the auditors, an absolute majority of the votes cast is required; a majority of three quarters of the members present is required for an amendment of the Statutes; the approval of all members of the Association is required for changing the purpose and tasks of the Association. Abstentions are not considered; the representation of a member is only permitted by a legal representative or another member.
(7) Minutes shall be taken of the course of the General Meeting, signed by the chairman of the meeting and the secretary and made available to any member at his request.
§ 13 Cash Auditors
(1) The two auditors to be elected by the general meeting for a period of three years each, who are not allowed to be members of the extended board of directors, check the cash transactions of the association for arithmetical correctness. The cash audit also extends to the regularity of the use of funds; the general meeting must be informed of any doubts about this.
(2) The appropriateness of the expenses approved by the board is not subject of the cash audit, however, the cash auditors may comment on this to the board and general meeting.
(3) The cash audit has to take place before every ordinary general meeting. The result is to be reported in the ordinary general meeting.
§ 14 Managing Director
The executive committee can appoint a managing director as a special representative within the meaning of § 30 BGB (German Civil Code). The managing director is responsible for the current business of the association in accordance with an appointment resolution concerning the scope of duties. He participates in meetings of the board without voting rights.
§ 15 Remuneration of Board Members, Reimbursement of Expenses, Paid Cooperation
(1) The association and organ offices are generally carried out on a voluntary basis.
(2) The Executive Board/General Assembly may decide, if necessary and taking into account the economic circumstances and the budget situation, that Association and Organ Offices shall be exercised against payment on the basis of a service contract or against payment of a lump-sum expense allowance. The board of directors is responsible for the decision on the beginning, contents and end of the contract according to § 26 BGB (German Civil Code).
(3) If necessary and taking into account the economic situation and the budget situation, the Executive Board may award contracts for activities for the Association to third parties in return for appropriate remuneration or fees.
(4) In order to carry out management tasks and to manage the administrative office, the Executive Board is authorised to employ full-time staff for the administration within the framework of budgetary activities. The first chairman has the power of direction under labour law.
(5) In addition, the members and employees of the association have a claim for reimbursement of expenses in accordance with § 670 BGB for such expenses which they have incurred through their work for the association. This includes in particular travel expenses, travel expenses, postage, telephone and copy and printing costs. Members and employees must observe the principle of economy. The Board of Directors can fix flat rates for expenses by resolution within the framework of tax law possibilities.
(6) The claim for reimbursement of expenses can only be asserted within a period of 3 months after its occurrence. Reimbursements will only be granted if the expenses can be proven with verifiable receipts and statements.
(7) Further details are regulated by the financial regulations of the association, which are issued and amended by the general meeting.
§ 16 Data Protection
(1) In order to fulfil the purposes and tasks of the association and in compliance with the legal requirements of the Federal Data Protection Act (BDSG) and the Basic Data Protection Ordinance (DSGVO), personal data relating to the personal and material circumstances of the members of the association are used, stored, transmitted and changed.
(2) Every member of the association has the right to: a) information about the data stored about his person; b) correction of the data stored about his person if they are incorrect; c) blocking of the data stored about his person if neither their correctness nor their inaccuracy can be determined in the case of alleged errors; d) deletion of the data stored about his person if the storage was inadmissible.
(3) The organs of the Association, all employees or other persons working for the Association are prohibited from processing, disclosing, making available to third parties or otherwise using personal data without authorisation for purposes other than the fulfillment of the respective tasks. This obligation also applies beyond the departure of the above-mentioned persons from the association.
(4) The Executive Board may appoint a data protection officer to perform its duties and obligations in accordance with statutory data protection regulations.
§ 17 Dissolution of the Organisation
The dissolution of the association is to be brought about by resolution of the general meeting with a majority of four fifths of the valid votes cast. The above statutes were newly adopted by the general meeting on 20 November 2018.