Our articles of association

 

Preamble

The association pursues exclusively and directly charitable purposes within the meaning of the „tax-privileged purposes“ section of the German Tax Code. The association is committed to promoting the circular economy at regional level. This is a system that reduces resource consumption, waste and emissions by slowing down, reducing and closing material cycles. This is made possible through activities such as repair, reuse or circular practices such as swapping and sharing.

 

1. name, registered office and financial year

(1) The association bears the name „Kreisler“.

(2) The registered office of the Association is Berlin.

(3) The association shall become legally valid upon entry in the register of associations and shall then bear the addition „e. V.“.

(4) The financial year is the calendar year.

(5) The association is politically, denominationally and ideologically neutral

(6) The association pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code.

 

2. purpose

(1) The purpose of the association is

(a) Promotion of nature conservation and environmental protection

(b) Promotion of education

(c) Promotion of civic engagement for the benefit of the aforementioned

Purposes

(2) The purpose of the Association is realized in particular through

- Provision of free premises to support the non-commercial manufacture, modification and repair of objects and to promote a culture of repair.

- Organization of events to support the repair of objects and to promote a culture of repair.

- Instructions for carrying out repairs independently.

- free advice on the correct handling of appliances or objects so that they remain operational for longer.

- Operation of non-commercial facilities for repairing, lending and exchanging.

- Designing education and engagement programs on the circular economy and circular practices such as repairing, borrowing or swapping.

- Conception, implementation and promotion of engagement opportunities for self-organized action for resource and environmental protection.

- Dissemination and promotion of these offers via advertising in public spaces and online.

- Dissemination of findings from the association's work and networking and cooperation with relevant players in civil society, business and politics.

- Commitment to a “right to repair” and a long-term repair bonus.

- Issuing publications, digitally or in print.

The association can make use of an auxiliary person to fulfill its tasks, insofar as it does not perform the tasks itself, and can also act as an auxiliary person for other tax-privileged corporations and corporations under public law (§ 57 para. 1 sentence 2 AO).

In compliance with the provisions of the German Tax Code for tax-privileged corporations, the association is authorized to engage in all transactions and measures that serve to achieve or promote the purpose of the Articles of Association. In particular, it may also establish or take over tax-privileged companies and other institutions and services of the aforementioned type or acquire interests in existing companies and institutions with similar objectives.

(3) The association respects the free democratic basic order of the Basic Law of the Federal Republic of Germany. The association is non-partisan and non-denominational. The measures and actions of the association are non-violent. The association rejects any kind of discrimination and is against fascism, racism and sexism.

(4) The association is committed to the principles of human rights. Its members actively oppose racist and nationalist aspirations as well as discriminatory and inhumane behavior towards other people, in particular on the basis of their nationality, ethnicity, skin color, religion, gender identity, sexual orientation, social origin, body shape and/or disability.

(5) The association undertakes to act responsibly on the basis of transparency, integrity, participation and sustainability as principles of good association work.

 

3. non-profit status

(1) The association pursues exclusively and directly charitable purposes within the meaning of the section „Tax-privileged purposes“ of the German Tax Code. It

is selflessly active; it does not primarily pursue its own economic purposes.

(2) 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, with the exception of appropriate gifts.

(3) No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration. Volunteers are entitled to reimbursement of proven expenses. The Executive Board decides on the payment of additional remuneration in the amount of the exercise leader allowance or the honorary office allowance (§ 3 No. 26 and No. 26a EStG in the respective valid version).

 

4. membership

(1) Any natural person with full legal capacity who supports the objectives of the Association and agrees to fulfill the obligations of a member may become a member of the Association.

(2) Legal entities may also become members of the Association.

Legal entities appoint an authorized representative as a contact person for the association, who is responsible for the rights and obligations of the member

(3) Membership must be applied for by submitting a written declaration of membership (also by telecommunication) to the Board of Directors.

The Executive Board decides on the acceptance and rejection of membership, taking into account the association's articles of association. It may delegate the decision on membership acceptance to other bodies or employees of the association.

(4) Membership ends

a) by dissolution of the legal member,

b) by resignation. Resignation is effected by written declaration to the Executive Board with a notice period of four weeks to the end of the quarter.

c) if the General Meeting establishes that a member has been absent without excuse from two consecutive General Meetings,

an exclusion can be requested.

d) by expulsion if the General Meeting determines that the member has violated the Articles of Association or the objectives of the Association.

The General Meeting decides on expulsion by a simple majority. In all cases, the member must be given the opportunity to

statement before the General Meeting.

e) by exclusion if inhuman and extreme right-wing positions are expressed, supported or actively promoted in any other way within or outside the association (see also §2 paragraph 4).

c) by exclusion in the event of repeated sexist, racist, queer-hostile or otherwise inhuman and discriminatory behavior or statements (see also §2 paragraph 4).

e) by death.

 

5. further rights and obligations of members, contributions

(1) Every member has the right to use the association's facilities and to participate in joint events. Every member has equal voting and election rights in the General Assembly.

(2) Every member has the duty to promote the interests of the Association, in particular to pay their membership fees regularly and, as far as they are able, to support the life of the Association through their cooperation.

(3) Members shall pay contributions in accordance with the contribution regulations. This can be decided by the general meeting.

(4) In the event of gross violations of the association's obligations, e.g. non-payment of the membership fee despite a single reminder, the Executive Board may decide to expel a member.

 

6. supporting member

(1) Any natural or legal person who wishes to support the association purposefully, financially, ideally or materially can become a supporting member of the association.

(2) Sponsoring membership must be applied for in writing to the Executive Board. The Board of Directors shall decide on admission. Sponsoring membership takes effect with the first payment of the sponsorship amount.

(3) The supporting members are invited to the general meetings. Each supporting member is entitled to attend meetings of the Association's bodies in an advisory capacity as a guest without the right to propose motions or vote, but with the right to speak.

(4) A supporting member may be excluded by the General Meeting

if it no longer supports the association or no longer supports its principles.

 

7. organs of the association

(1) The bodies of the Association are the General Meeting and the Executive Board.

(2) The Management Board may also establish an Advisory Board to assist it in an advisory capacity. The Advisory Board does not have the status of a supervisory body. Further details on the tasks, composition and working methods of the Advisory Board shall be governed by rules of procedure for the Advisory Board, which may be issued by the Board of Directors.

 

8. the general meeting

(1) Every member is entitled to participate in the decision-making process of the association by exercising the right to propose motions, discuss and vote at the general meeting.

(2) The General Meeting shall take place once a year. The meeting shall be convened by the Executive Board at least two weeks in advance and the agenda shall be announced. The meeting shall be convened in writing and in the form of a public notice at the registered office of the Association. The invitation letter is deemed to have been received by the members if it was sent to the last address known to the association. Members may also be invited electronically by sending an e-mail to the last e-mail address communicated in text form, unless the member has communicated otherwise in text form. The deadline begins on the day following the dispatch of the invitation letter. Extraordinary general meetings shall be convened by the Executive Board if the interests of the Association so require or if at least one third of the Association members

requests in writing that the meeting be convened, stating the reasons.

(3) The General Meeting has a quorum if it has been convened properly and on time. It is possible to hold a general meeting by computerized video telephony. Every General Meeting convened in accordance with the Articles of Association has a quorum - regardless of the number of members present.

(4) Unless otherwise stipulated in these Articles of Association or by mandatory law, the General Meeting shall pass its resolutions by a simple majority of the valid votes cast by the members present or duly represented when the resolution is passed. Abstentions are not counted when determining the majority. In the event of a tie, the resolution is not passed.

(5) The Articles of Association may only be amended if the amendment request

was announced together with the invitation. The General Meeting passes a resolution to amend the Articles of Association with a majority of three quarters of the valid votes cast. Other motions must be submitted to the Executive Board in writing no later than the day before the General Meeting. The provisions on passing resolutions apply accordingly to elections. If no candidate has achieved a majority of the valid votes cast in the first ballot, a run-off vote shall be held between the candidates with the two highest numbers of votes. In the event of a tie in the run-off election, the decision is made by drawing lots.

(6) Minutes shall be taken of the resolutions of the General Meeting, which shall be signed by the chairperson of the meeting and the secretary.

(7) The chairman of the meeting and the secretary shall be determined at the beginning of a general meeting.

 

9. tasks of the General Meeting

The General Meeting has the following tasks in particular:

(1) Acceptance of the annual report and the annual financial statements of the

Board of Directors.

(2) Acceptance of the cash report of the elected cash auditor.

(3) The discharge of the Executive Board.

(4) Elections to the Executive Board.

(5) Election of the cash auditor.

(6) Resolution on the business plan.

(7) Resolution on the tasks of the Association.

(8) Passing resolutions on the motions on the table, amendments to the Articles of Association.

(9) Decisions on the interpretation of the Articles of Association and in cases of dispute.

(10) Resolution on the dissolution of the Association.

 

10. board

(1) The Board of Directors consists of at least two or at most five members with equal rights, who must be members of the association or representatives of a member (legal entity). It is responsible to the General Meeting and bound by its instructions. It represents the association externally; internally, it has no special decision-making powers, unless otherwise stipulated in the articles of association.

(2) The Board of Directors is elected by the General Meeting for a term of two years. A block election is permissible if no member raises an objection to this at the General Meeting. Re-election is permitted. Board members may also be elected in absentia. The members of the Board of Directors remain in office until a new Board of Directors is elected. In the event of termination of membership in the association, the office of a member of the Executive Board shall also end. If a member of the Executive Board resigns before the end of their regular term of office and the number of Executive Board members falls below three as a result, a general meeting must be held within 12 weeks to elect a new member of the Executive Board. Alternatively, the remaining Board members can appoint a new Board member for the vacant office. This member shall remain in office until the next ordinary general meeting. Only one member of the Executive Board may be appointed in this way.

(3) Members of the Executive Board shall generally work on an honorary basis. The Board of Directors may decide on appropriate remuneration for members of the Executive Board. Costs and expenses actually incurred shall be reimbursed to an appropriate extent.

(5) The Executive Board and other representatives of the Association shall only be liable to the Association, irrespective of the amount of their remuneration, for damage caused in the performance of their duties in the event of intent or gross negligence.

(6) The Executive Board shall meet as required. Meetings may be convened by any member of the Executive Board. A notice period of one week should be observed. The Executive Board shall constitute a quorum if at least 2/3 of the members of the Executive Board are present. Resolutions are passed in accordance with § 13. The Executive Board can also pass resolutions in text form (also possible by telecommunication) by way of circulation, in which case 2/3 of the Executive Board members must also participate and the majorities pursuant to § 13 apply.

(7) The resolutions of the Board of Directors shall be recorded in minutes.

(8) The members of the Board of Directors participate in meetings in an advisory capacity:

- the cash auditor;

- up to seven assessors

(9) The cash auditor shall be appointed by a simple majority of the

elected for a term of one year at the Annual General Meeting. He/she remains in office until new election or re-election.

(10) Assessors are the respective project managers of the association. Additional assessors up to a maximum of seven may be elected by the General Meeting for a period of one year. They shall remain in office until a decision is made on their new election or re-election.

 

11 Tasks of the Executive Board

(1) The Executive Board manages the business of the Association in accordance with and under

Compliance with the law, the Articles of Association and the resolutions of the

General Meeting and the rules of procedure for the Executive Board. The

The Executive Board is responsible in particular for the strategic management of the association and its projects. The Executive Board works closely with the General Assembly.

(2) The Executive Board represents the association in and out of court in accordance with § 26 BGB. The association is represented jointly by two members of the Executive Board.

(3) Members of the Executive Board may be partially released from the restrictions of Section 181 BGB by resolution of the General Meeting for legal transactions with other non-profit organizations or for a specific individual legal transaction.

(4) Further tasks of the Executive Board are:

- Convening the General Meeting and announcing all motions submitted to it

- Responsible for chairing and recording the minutes of the General Meeting.

(5) The precise duties of the Executive Board and its working methods are set out in the

The rules of procedure for the Executive Board are regulated by the Executive Board.

and requires the approval of the General Meeting. In the

The rules of procedure define legal transactions and measures that require a prior resolution by the Executive Board or the General Meeting.

 

12. committee meetings and online voting

(1) All committees of the Association may meet in the form of an in-person meeting, an online meeting or a hybrid meeting consisting of an in-person meeting and online participation. The Executive Board shall decide on the form.

(2) The prerequisite for this is a virtual room in which members must identify themselves with clear names.

(3) If elections are to be held by secret ballot in an online vote, an election manager may be elected who is bound to secrecy. Even if this person can view the voting behavior of the individual online participants, the election is considered secret. The election management ensures that the data on individual votes is deleted after the count. Only the number of votes is recorded.

 

13 General resolutions

Unless explicitly stipulated otherwise in the articles of association, decisions (including amendments to the articles of association, changes to the purpose of the association and dissolution) should be made by consensus wherever possible. Consensus means that no one raises serious, well-founded objections to a decision. An objection is serious if it can be justified why a decision jeopardizes the goals of the organization or the basic needs of one of the participants. This is initially a subjective decision by the person raising the objection. Therefore, consensus in the formal sense of these statutes means a decision without a dissenting vote. Abstentions are not votes against.

If a decision cannot be reached by consensus, it can be decided with a 3/4 majority to adopt the decision at the same meeting with a 3/4 majority.

If this majority cannot be reached, the decision is postponed to the next meeting and then requires a 3/4 majority.

 

14. reimbursement of expenses

The General Meeting may appoint members who perform activities that go significantly beyond the usual voluntary work and receive appropriate remuneration. Detailed regulations are set out in the rules of procedure.

 

15. cash audit

The General Meeting elects a cash auditor for a period of one year. This auditor may not be a member of the Executive Board. The

The auditor has the right to audit the accounts at any time and to report on this to the General Meeting. The Executive Board must make the necessary documents available for this purpose. Re-election is permitted. A written report on the audit must be prepared and submitted to the Executive Board. The auditor has the right to participate in Board meetings in an advisory capacity.

 

16. data protection

(1) The following data is collected from members as part of membership administration: First name, last name, address, telephone number, e-mail address, date of birth, SEPA direct debit data. This data is processed and used within the scope of membership. The collection, processing and use is carried out in accordance with the applicable data protection regulations.

(2) The bodies of the association, all employees or other persons working for the association are prohibited from processing, disclosing, making accessible to third parties or otherwise using personal data without authorization for purposes other than the respective purpose of fulfilling their duties. This obligation also applies after the above-mentioned persons have left the association.

 

17. dissolution of the association

(1) The dissolution of the association can only be decided at an extraordinary general meeting convened for this purpose. This resolution requires a three-quarters majority of the valid votes cast.

(2) If the association is dissolved or its tax-privileged purposes cease to exist, its assets shall be transferred to a legal entity under public law or another tax-privileged corporation for the purpose of promoting environmental protection.

(3) In the event of a merger with another association, the assets shall be transferred to the newly formed tax-privileged merger association or the absorbing tax-privileged association after the dissolution of the association, which must use them exclusively and directly for non-profit and charitable purposes.

 

18. amendment of the Articles of Association

(1) Amendments or additions to the Articles of Association that are prescribed by supervisory, judicial or financial authorities are implemented by the Board of Directors and do not require a resolution by the General Meeting. They must be communicated to the members within 14 days by e-mail or post. An exception to this is a change to the purpose of the articles of association, which in this case also requires the approval of the general meeting.

(2) The General Meeting decides on amendments to the Articles of Association, changes to the purpose of the Association and the dissolution of the Association in accordance with § 13. Amendments to the Articles of Association can only be voted on at the General Meeting if this agenda item has already been referred to in the invitation (within the statutory period) to the General Meeting and both the previous and the proposed new text of the Articles of Association were attached to the invitation.

 

19 Entry into force of the Articles of Association

(1) The above Articles of Association were adopted at the founding meeting on October 23, 2024.

(2) It shall enter into force upon entry in the register of associations.