FILMHAUS FRANKFURT e.V. — Articles of Association
- 1 Name, registered office and financial year
- The association bears the name "Filmhaus Frankfurt", has its registered office in Frankfurt am Main and shall be entered in the register of associations there. After registration, the name shall be "Filmhaus Frankfurt e.V."
- Fiscal year is the calendar year.
- 2 Purpose of the association
- The association exclusively and directly pursues charitable purposes within the meaning of the section "tax-privileged purposes" of the German Tax Code (Abgabenordnung).
- The purpose of the association is to promote the use of audiovisual media in society.
- This is achieved by promoting independent film culture through the establishment and operation of a film house in Frankfurt.
- The purpose of these Articles of Association is achieved in particular by: a) offering discussion, information, training and further education events on the theory and practice of film production and film reception to filmmakers but also to those starting out in their careers and interested parties of the population, b) the promotion of cooperation and communication between filmmakers, institutions, associations and qualified individuals committed to and associated with independent film culture by providing suitable premises and film technology equipment, c) the establishment of a film archive with films whose availability in Frankfurt is of particular importance, e.g. films produced with Hessian film funding and/or in the Filmhaus; films that would otherwise hardly be accessible.
- 3/4 of all members must agree to change the purpose of the association.
- 3 Non-profit status
- The association shall act selflessly; it shall not primarily pursue its own economic purposes.
- The association's funds may only be used for purposes in accordance with these Articles of Association.
- Members of the association do not receive any benefits from the association's funds in their capacity as members.
- No person may be favored by expenses which are not related to the purpose of the association or by disproportionately high remuneration.
- 4 Examination of business records
The Board of Directors shall allow any member of the association and authorized representatives of the City of Frankfurt to inspect the business records of the association if they have a justified interest.
- 5 Membership
- Any natural and legal person who is willing to support the purpose of the association may become a member.
- The Board of Directors decides on the admission of new members. The prerequisite for this is a written application for admission. If the Board of Directors rejects the application for admission, the next general meeting shall decide upon the application of the applicant with a 2/3 majority of the valid votes.
- Membership expires by death, resignation, deletion from the list of members by the board, exclusion by the general meeting or loss of legal capacity of the legal entity. Resignation can only be declared in writing to the Board of Directors at the end of a calendar year with a notice period of three months.
- A member may be expelled from the association by a resolution of the general meeting with a 2/3 majority of the valid votes if he/she has grossly violated the interests of the association. Before the decision is made, the member must be given sufficient opportunity to make an oral or written statement.
- 6 Membership fees
- Membership dues shall be levied. The amount and due date shall be decided at a General Meeting of the members.
- Each member is obliged to ensure the regular payment of the membership fee.
- In case of arrears in the payment of the membership fee, the member can be deleted from the list of members by decision of the Board of Directors after two written reminders.
- 7 Bodies of the association
- The bodies of the association are the General Meeting, the Board of Directors and the Board of Trustees.
- Further bodies can be formed by decision of the general meeting.
- The resolutions of the bodies of the association shall be recorded in the minutes. The minutes shall be submitted to the next meeting of the respective body of the association for approval.
- 8 Member meetings
- Each member has one vote in the General Meeting.
- Another member or a non-member known to the Board of Directors may be authorized in writing to exercise the voting right. The authorization must be granted separately at each General Meeting; a member may not represent more than two third-party member votes, a non-member only one member vote.
- The General Meeting is the highest decision-making body.
It is responsible in particular for:
a) Determining the principles of the association's policy, in particular the use of the Filmhaus.
b) Approval of an economic and annual plan prepared by the Board of Directors for each fiscal year.
c) Acceptance of the annual reports of the Board of Directors and the treasurers.
d) Election, dismissal and discharge of the Board of Directors and the treasurers.
e) Passing resolutions on amendments to the Articles of Association and on the dissolution of the association.
f) Further tasks, as far as this results from the Articles of Association or according to law.
4. The General Meeting is to be convened by the Board of Directors at least once a year and whenever the interest of the association requires it. It must also be convened if at least 1/4 of all members request this in writing, stating the purpose and the reasons. The meeting must be convened in writing, with ten days' notice, and the agenda must be stated. The agenda must be supplemented if a member requests this in writing no later than five days before the scheduled date. Proposals to amend the agenda, which are made during the General Meeting, are decided by the General Meeting with a 2/3 majority of the valid votes.
5. The General Meeting elects a chairman of the meeting and a keeper of the minutes. The minutes shall be signed by both.
6. The General Meeting shall constitute a quorum if it has been duly convened and at least 20% of all members are present or represented. If no quorum is present, a second General Meeting with the same agenda shall be convened within two weeks; this second meeting shall have a quorum regardless of the number of members present or represented. This must be indicated in the invitation.
7. Unless otherwise stipulated in the Articles of Association, the General Meeting shall adopt resolutions by a simple majority of the valid votes; abstentions shall be deemed invalid votes.
8. A majority of 3/4 of the valid votes is required to amend the Articles of Association.
9. Votes must be taken in writing if 1/3 of those present and entitled to vote so request.
- 9 Board of Directors
- The Board of Directors in the sense of § 26 BGB consists of three members with equal rights. Two each represent the association judicially and extrajudicially.
- The Board of Directors is elected by the General Meeting for the duration of one year. It remains in office until a new election is held. In the event of the resignation of one or more members of the board, a General Meeting shall be convened without delay for the election of new members of the board.
- Each member of the board is to be elected individually.
- The board has a quorum if at least two of its members are present. The board decides with at least two of the three votes of its members.
- The board is responsible for the management of the association according to these Articles of Association and the decisions of the General Meeting. It is responsible for all matters of the association, as far as they are not assigned to another organ by statute. The tasks of the board include in particular:
a) Preparation and convening of the General Meeting as well as setting the agenda.
b) Execution of the General Meetings.
c) Preparation of an economic and annual plan, bookkeeping, preparation of the annual report.
d) Approving applications for membership.
- The board shall be exempt from the provisions of Section 181 of the German Civil Code (BGB).
- 10 Board of Trustees
- The Board of Trustees shall consist of public figures who are willing to advise the Board of Directors and to promote and publicly support the goals of the association.
- The General Meeting decides who the Board of Directors should ask to join the Board of Trustees.
- 11 General Meeting
- Two treasurers elected by the General Meeting shall supervise the cash transactions of the association. They may not be members of the Board of Directors.
- An examination has to take place at least once a year; the result has to be reported to the General Meeting.
- 12 Management
The Board of Directors may delegate the management of the association in whole or in part to one or more persons who need not be members of the board, but who shall be subject to the direction and supervision of the board.
- 13 Dissolution of the association
- The dissolution of the association must be decided by a duly convened General Meeting with a 3/4 majority of the valid votes.
- In the event of the dissolution of the association, the assets shall be transferred to the City of Frankfurt am Main, which shall use them directly and exclusively for non-profit purposes, in particular for the promotion of independent film culture.
- If the liquidation of the association's assets is necessary due to the dissolution of the association or the withdrawal of its legal capacity, the members of the Board of Directors in office at that time shall be the liquidators, unless the General Assembly of members decides on the appointment of another liquidator with a 3/4 majority of the valid votes at a duly convened General Assembly of members.
The foregoing Articles of Association, with the exception of paragraph 13(2), were adopted by the Founders' Meeting in Frankfurt am Main on December 11, 1989.
The above version of paragraph 13, section 2, was adopted at the meeting of the Board of Directors on January 23, 1990.
The above version of paragraph 5, section 2 was adopted at the General Meeting on November 3, 1992.
Frankfurt am Main, 27 Oct. 1997