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Articles of Association (Satzung), EUDEC e.V.

The Articles of Association form the legal basis of EUDEC.

Version: 6th August 2014

Preamble

EUDEC, the European Democratic Education Community, is a Europe-wide association for democratic education. It is being organised for the present with these Articles as an association (“Verein”) under German law. The organisation has also drawn up a “Guidance Document” as a supplementary legal basis for the Association. As soon as a legal basis for registering associations and determining non-profit status has been established on the European level, EUDEC shall register as a European association.

Article 1: Name and Seat

  1. The name of the Association is the “European Democratic Education Community”. Its official acronym is EUDEC. The Association shall be entered in the register of associations and entitled to use the designation “e.V.” (eingetragener Verein/registered association).
  2. The association is based in Leipzig, Germany, and pursues exclusively charitable purposes as defined in the Section of German tax law dealing with “Purposes subject to Tax Benefits”.

Article 2: Objectives and Activities

  1. The goal of the association is to advance general and vocational education.
  2. The Association seeks to ensure that children and young adults have access to a free (liberal) education based on co-determination, participation, self-determination and democracy.
  3. Consistent with these goals, its activities will particularly include the following:
    1. The promotion and exchange of best practice in the field of democratic education through
      1. the creation of newsletters, handbooks and teaching materials,
      2. the organisation of conferences, seminars and lectures for the general public, and especially for students, teachers, student teachers, parents, and academics engaged in democratic education,
      3. the creation and maintenance of a database for democratic education in Europe with information on experiences with democratic education, education legislation and relevant research findings,
      4. the development and coordination of a Europe-wide student and teacher exchange programme and school-partnership programme,
      5. the functioning as a central contact point and source of information for the field of democratic education in Europe,
      6. the conducting of research in the field of education (educational science and pedagogy).
      7. the publication of materials on democratic education,
      8. the collation and dissemination of research findings that examine the value of democratic education and
      9. the writing and disseminating of information (articles, newsletters) illustrating the value of democratic education to ministries and decision-makers.
  4. EUDEC is a confessionally and party-politically independent organisation.

Article 3: Non-Profit Status

The Association is a non-profit-making organisation whose sole aim is to serve the public good as defined by the German fiscal code. The Association is a charitable organisation. It does not seek to profit financially from the above-mentioned activities. The Association’s funds may only be used for purposes in accordance with these Articles of Association. Members shall not receive any financial benefit or remuneration from the Association’s funds.

No one may benefit from payments for services or activities that are not connected to the purpose of the Association, nor shall anyone benefit from disproportionately high remuneration.

Article 4: Membership

1) Full Members of the Association may be:

  1. natural persons
  2. schools and organisations
  3. groups starting a school

if they support the objectives of the Association, regardless of nationality.

2) Associate Members of the Association may be:

  1. natural persons
  2. schools
  3. scientific institutes
  4. public institutions
  5. registered associations and other legal entities
  6. registered national and international organisations

if they support the objectives of the Association, regardless of nationality.

3) The Council shall decide whether to accept an application for membership. If the Council denies membership, the applicant can file a complaint, which will be brought before the next General Assembly. The General Assembly can overrule the decision of the Council.

4) Every member must pay an annual membership fee. The amount and due date for the annual fee is determined by the General Assembly. The membership fee schedule provides more detailed information.

5) Membership ceases when the member leaves the association, is expelled or dies, or in the case of legal entities when the member loses its status as such. Notice of leaving the Association may be given at any time; leaving the association does not absolve a member of their obligation to pay any outstanding membership fees. The member must make his intention to leave the Association known to the Council in writing.

The Council can decide to expel a member from the Association, after warning, if the member's fees are 12 months overdue. If the member’s conduct gravely comprises the Association’s interests, membership may be terminated by the Council or by the Assembly. Members must be given an opportunity to make a statement prior to expulsion. The decision to expel a member must be explained to the member in writing. Within 4 weeks after arrival of the notification, the expelled member can file a written appeal with Council. If an appeal has been filed, expulsion can only be decided by a 2/3 majority of the General Assembly. If the member does not make use of their right to appeal, expulsion comes into effect at the end of the 4-week appeals deadline. In case of appeal, the member retains all rights of membership until the final decision of the General Assembly.

Article 5: Administrative Bodies

The administrative bodies of EUDEC are the General Assembly and the Council. The General Assembly is the highest body of the Association.

Article 6: The General Assembly: Responsibilities and Convening

  1. The General Assembly decides, in particular, about:
    1. the election and dismissal of the Council members,
    2. the election of the Auditors,
    3. the approval of the annual budget for the upcoming year as presented by the Council,
    4. the approval of the Council’s actions after receiving and reviewing the annual reports submitted by the Council and the Auditors and the annual financial statement of the previous year and release of the council from its responsibility,
    5. the appointment of fee schedules, and
    6. the adoption of changes in the Articles of Association and the Guidance Document and proposals to dissolve the association.
  2. The General Assembly consists of all members. Every full member in good standing has one vote. The exception is legal entities, who may be represented by 1 to 3 natural persons, whereby each representative has one vote. The voting representatives of legal entities must prove that they are authorised to represent their school, organisation, etc. by presenting a recent copy of the register or signed letter of authorization. Associate members may take part in the General Assembly, but have no vote. Regular General Assemblies are convened at least once a year. General Assemblies are convened by a written announcement (or via fax, email or other textual form as defined by §126b of the German Civil Code, BGB) of the Council which must include the agenda and any agenda items which must be voted upon. There must be an interval of at least two weeks between the announcement and the date of the Assembly.
  3. Decisions are voted on by a show of hands and passed with a simple majority. Upon request by even a single member, the decision will be made by secret ballot. Amendments to these Articles of Association or decisions concerning the dissolution of the Association require a 2/3 majority.
  4. All decisions of the Assembly must be recorded in the minutes, which must be signed by the keeper of the minutes and the chair of the Assembly. 


Article 7: Extraordinary Assembly

An extraordinary assembly can be convened if warranted by the interests of the Association. On written request (or via fax, email or other textual form as defined by §126b of the German Civil Code, BGB) of at least 10% of the membership (full members), the Council must call an extraordinary meeting within 6 weeks. Invitations must be sent two weeks in advance of the Assembly. The members’ request must state explicitly the subject of the session. In cases of emergency, the extraordinary assembly can also vote upon amendments to the Articles of Association.

Article 8: Council

  1. The Council consists of 7 to 11 persons. The Council is elected for a period of two years. Re-election is allowed. The elected Council members remain in office after their term has expired until a new Council is elected. Legal minors can also be elected to Council. Council must, however, include no less than three legal adults.
  2. The Council elects a Chairperson, Vice-Chairperson and Treasurer from its members. Re-election is possible. Underage Council members cannot hold these offices.
  3. The Council conducts the affairs of the Association and can decide on all issues that do not require a vote by the General Assembly. It implements the decisions of the General Assembly.
  4. The Council has a quorum if more than 50% of its members are present. All proposals must be passed with a majority vote. If there is no majority, the proposal is rejected. In special situations that require immediate action, Council decisions can be reached by fax, email or other textual form as defined by §126b of the German Civil Code (BGB) or by phone, provided all its members agree to this procedure and make their agreement known by fax, email or other textual form as defined by §126b of the German Civil Code (BGB) or by phone. Decisions which are made in this fashion must be recorded in written form and signed by all members of the Council.
  5. The association is represented in legal and other matters by two persons holding the office of Chair, Vice Chair or Treasurer; representation can be delegated to one of these officers by majority vote of the whole Council, for single issues only.
  6. Amendments to the Articles of Association that are required by the regulatory, legal or fiscal authorities in order for the Association to meet legal provisions can be passed by the Council without consulting the Assembly, so long as the amendments do not contradict and/or oppose the preamble and/or Article 2, the objectives or activities of EUDEC. Such amendments must be announced at the next General Assembly. The preamble, Article 2 and Article 8 paragraph 6 can only by amended by the Assembly.

Article 9: Language

The official language of the Association to be used for conferences, general assemblies, Council meetings, administration and minutes is English.

Article 10: Cash Auditing, Fiscal Year

  1. Statements of income and expenditure must be presented to the General Assembly for approval. The fiscal year ends on 31 December.
  2. The General Assembly elects two Auditors for a period of two years. The Auditors cannot be Council Members. The Auditors audit the Association’s cash management and bookkeeping at the end of each fiscal year. The results of this audit must be presented to the next regular General Assembly in the form of an Auditor’s report.
  3. The expenses of the Association are covered by membership fees as well as donations, grants, contributions and other funds. Membership fees are determined by the General Assembly.

Article 11: Dissolution of the Association

  1. If the association is dissolved or its non-profit status revoked, its assets will go to a public corporation or another charitable organisation, which must use it exclusively for the support of science or research in the field of education.
  2. The liquidation shall be carried out by the Chairperson and the Treasurer.


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