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Constitution

Constitution

Preamble

Every day people are injured and maimed due to war, expulsion and “ethnic cleansing” as well as due to violence, land mines and torture. Owing to the physical damage caused to them, they are unable to cope with their daily life. We want to alleviate the physical stigmata of these people and help them to be able to live an autonomous life in a manner compatible with human dignity again. For this reason, we establish an association and enact the following

§ 1   Name, place of business and financial year

(1)  The name of the association is “placet – Plastic surgical Center for victims of Terror”. Its place of business is located in Berlin, and is to be entered in the register of associations. Upon its registration, the name of the association is added by ”e.V.”.
(2)  The financial year of the association is the calendar year.

§ 2   Purpose and tasks

(1) The association solely and directly pursues non-profit purposes and charitable ends within the meaning of the ”tax-advantage purposes“ section of the German fiscal code. Purpose of the association is the facilitation of the physical restoration by the treatment and health care of people who have been injured by war, expulsion, land mines, torture or ethnic cleansing and whose handicaps cannot be properly treated in their home countries. In this way, a certain degree of normality is to be brought back to these people.

(2) In particular, the purpose of the bylaws is implemented by the free medical treatment of injuries and handicaps by methods of the plastic and reconstructive surgery. In this context, the whole spectrum of reconstructive techniques is to be applied, including micro-surgical procedures, in cooperation with plastic surgeons who have gained reputation on a national and international level. Beyond that, the exchange of knowledge in the field of plastic surgery is to be promoted, and the work of the association is to be advertised by information events and specialist lectures.

§ 3    Application of funds, non-profit character

(1) The association is a charitable organization. It does not primarily pursue its own financial purposes. The funds of the association may only be used for the purposes stipulated in the bylaws. The members as such do not receive any financial benefits from the funds of the association. No person may be favoured by expenditures that are not related to the purpose of the association, or by disproportionately high considerations.

(2) In case of dissolution of the association or cessation of the tax-privileged purposes, the assets of the association shall be transferred to the association “Ärzte für die Dritte Welt e.V.“ (Doctors for Developing Countries) which shall use the assets solely and directly for non-profit, charitable or ecclesiastical purposes.

§ 4   Membership

(1) The following members belong to the association:

a) Supporting members;
b) Active members; and
c) Honorary members.

(2) Individuals and legal entities, institutions and incorporated associations who or which can identify themselves with the objectives of the association and who or which are willing to support it in a certain way, e.g. by making contributions or donations, can become supporting members of the association.

(3) Supporting members who or which are willing to support the objectives of the association by their cooperation can become active members.

(4) The board of the association decides on the written application for the admission of the applicant as supporting and/or active member. In case of rejection of the application for admission, the board of the association is not obligated to inform the applicant about the reasons for the rejection.

(5) Individuals and legal entities, institutions and incorporated associations who or which have made outstanding contributions to the concerns of the victims of terror can become honorary members. Every member of the association can propose honorary members. The meeting of members decides on the admission of new honorary members.

§ 5   Termination of membership

(1) The membership is terminated upon resignation or exclusion from the association or upon death of a member, and/or upon forfeiture of the legal capability of a member. Voluntary resignation is effected by written notification to any member of the board of the association.

(2) A member may be excluded by decision of the meeting of members by a majority of three quarters of the valid votes cast, if such member has culpably and grossly violated the interests of the association. The meeting of members decides on such exclusion in its sole discretion.

(3) Upon termination of the membership, all that member’s rights and claims related to the member relationship shall expire, without prejudice to the right of the association to any claims which may still exist at the time of termination.

§ 6   Membership fees

(1) Contributions are collected from the members. The amount of the contributions and their payment date are defined by the meeting of members in a membership fee scale.

(2) Honorary members are exempt from paying membership fees; active members can be exempt by the board of the association from the payment of contributions.

§ 7   Bodies of the association

Bodies of the association are the board, the meeting of members and the extended board.

§ 8   Board and extended board

(1) The board consists of the first and second chairperson of the board who individually represent the association in court and out of court in each case.

(2) The extended board consists of the following members of the board:

a) The first and second chairperson;
b) The treasurer; and
c) The secretary.

(3) In case of legal transactions involving more than EUR 10,000.00, the board shall be obligated to obtain the prior approval of the extended board. The same applies to any contract conclusion regarding employee relationships.

§ 9   Tasks and responsibilities of the board

(1) The board is responsible for any matters of the association, unless any other person or body is responsible for them or such matters have been allocated by the bylaws to such other person or body. In particular, its tasks comprise the following:

  • Management of the day-to-day business, especially definition and organization of the projects to be implemented and selection and/or hiring of employees;
  • Preparation and convocation of the meeting of members and drafting of the agenda;
  • Execution of decisions of the meeting of members;
  • Preparation of a possible budget, accounting, preparation of the annual report, submission of the annual planning; and
  • Decision-making regarding applications for admission, exclusive right to make proposals for the exclusion of members.

(2) The board is not responsible for the manner in which any project is implemented, and in particular not from the professional aspect. If a doctor has been entrusted with the implementation of a project and/or if this doctor has been charged with its execution, the latter shall be solely responsible for the manner in which the project is implemented.

§ 10 Election of the board

(1) The board, the treasurer and the secretary are elected by the meeting of members for a period of three years; every member of the board remains in office until the new election of the board. Only individuals who are members of the association can become members of the board; upon termination of the membership, the office as a member of the board ends, as well.

(2) In case of early resignation of a member of the board, the meeting of members shall be convened immediately, and must elect a replacement member of the board for the remaining term of office of the board.

§ 11    Board meetings

(1) The board decides in meetings which may be convened by the first or second chairperson without prior notice or formal requirements. Resolutions must be passed with the votes of both chairpersons. The presentation of an agenda is not necessary.

(2) The extended board decides in meetings which may be convened by the first or second chairperson with a notice period of one week. The extended board shall only have quorum if at least three members of the extended board are present. The extended board shall pass its resolutions by a simple majority of votes; in case of parity of votes, the vote of the first chairperson is decisive. In the event of the first chairperson’s absence, the vote of the second chairperson is decisive.

(3) The meetings of the board can be held without physical assembly of the members in a specific place, by using appropriate technical means (e.g. in writing, by telex, by phone or electronically), unless statutory provisions preclude it, and provided that all individuals entitled to participate in the meeting give their prior consent to the manner in which such a meeting is to be held.

§ 12    Meeting of members

(1) Each member has one vote in the meeting of members. The meeting of members is responsible for the following issues:

  • Election, dismissal and discharge of the board;
  • Approval of the annual financial statement;
  • Taking of decisions with regard to changes of the bylaws and the dissolution of the association;
  • Election of two cash auditors; and
  • Further tasks as far as these arise from these bylaws or from the applicable legislation.

(2) At least once in a calendar year, if possible within the first half-year, an ordinary meeting of members shall take place. It is convened by the board by means of a written invitation, with a notice period of two weeks, stating the agenda. The written invitation shall be deemed received when it has been directed to the last address provided by the relevant member of the association. The agenda shall be supplemented if any member applies for it in writing until the day before the scheduled date of the meeting. The supplement must be announced at the beginning of the meeting.

(3) The convocation of any extraordinary meeting of members is governed by the provisions of the Sections 36 and 37 of the German Civil Code.

(4) A meeting of members shall have a quorum if at least one third of the members are represented. If less than one third of the members are represented, the meeting of members can be convened anew and, in terms of time, immediately afterwards; in this case, it shall have a quorum irrespective of the number of the members represented if the invitation to the meeting points to this fact. Resolutions shall be passed in a secret ballot if one quarter of the members represented applies for this.

(5) The meeting of members shall pass its resolutions by a simple majority of the valid votes cast; in case of elections, in particular in case of election of the extended board and the cash auditors, the absolute majority of the votes cast shall be required; in case of any change of the bylaws, a majority of three quarters of the members attending the meeting shall be required; in case of any change of the purpose and the tasks of the association, the consent of all members of the association shall be required. Abstentions from voting remain out of consideration; the representation of any member is only permissible by a legal representative or another member.

(6) The course of the meeting of members shall be entered into a written record which must be signed by the chairman of the meeting and the secretary and which must be made available to every member upon the member’s request.

§ 13    Cash auditors

(1) The two cash auditors who are to be elected by the meeting of members for a period of three years in each case and who may not be members of the extended board check the cash transactions of the association for their arithmetical correctness. The cash audit also covers the check as to whether the financial resources are properly and correctly used or not; the meeting of members shall be informed about any doubt raised in this regard.

(2) The cash audit does not extend to any check as to whether the expenditures approved by the board are purposeful and appropriate or not. However, the cash auditors may comment on this towards the board and the meeting of members.

(3) The cash audit shall be performed prior to every ordinary meeting of members. The result of this audit shall be reported to the ordinary meeting of members.

§ 14    Dissolution of the association

The dissolution of the association is to be brought about by resolution of the meeting of members, by a majority of four fifths of the valid votes cast.