Terms of Association

(This inofficial translation is not legally binding. Only the registered, official terms of associations document is legally binding. It is written in German and available here.)

§ 1 Name, Registered Office

1. The name of the association is Fairdirect.
2. The association is to be entered into the register of associations and afterwards will carry the appendix of e.V. [German for „registered association“] in its name.
3. The association’s registered office is in Lohra.

§ 2 Purpose of Association

1. The association works, exclusively and unintermediately, for purposes of common benefit in the sense of section „tax-advantaged purposes“ of Abgabenordnung (AO) [a German law dealing with taxation].
2. The purpose of the association is development assistance (§ 52 section 2 AO).
   The purpose of association is implemented especially by means of creating fair and direct trade relationships between small, economically disadvantaged manufacturing companies and consumers, as an advanced means of development assistance.
   The objective is to create a worldwide „Fairdirect“ network by which to advance the regional and international, direct access to markets and the further development of small, economically disadvantaged manufacturing companies. Fairdirect provides the appropriate infrastructure for this, without trading goods itself.
   The Fairdirect product certification is meant to guarantee the adherence to social and ethical conditions of manufacturing, the origins and the responsible use of raw materials and auxiliary supplies.
   The association works altruistically; it does not pursue its own economic profit primarily. The association has the right to become a member of organizations which have a purpose that is the same or similar to the purpose of the association, and to found such organizations, to purchase them and to lead them.
3. Financial means of the association are only to be used for purposes in accordance with these terms of association. Members do not receive allowances from funds of teh association.
4. No person may receive benefits from the association through expenses which are foreign its purpose or via compensation that is inadequately high.

§ 3 Membership

1. Every natural or legal person can become a member of the association. The board decides about a membership application, which has to be in written form. For minors, their legal representative has to apply for membership on their behalf.
2. Leaving the association is possible at any time. Leaving has to be declared to the board in written form.
3. A member can be excluded from the association if his or her behavior infringes on the interests of the association in a stark way. The members’ assembly decides about exclusion of members.
4. Membership ends with the death of a member, or in the case of legal persons, with their dissolution.
5. A leaving or excluded member does not have claims on the association’s assets.
6. Members have to pay membership fees. Their hight and due date is decided by the members’ assembly.

§ 4 Board

1. The board of the association consists of the first chairperson and the second chairperson.
2. The board authorized to represent the association in the sense of § 26 BGB [German civil code] consists of the first chairperson and the second chairperson. Each of them represents the association individually.
3. The board is elected by the members’ assembly. Their time in office is unrestricted and ends with death, announcement of resignation made towards the remaining members of the board, also on gross violation of their duties, and if inept to represent the association and carry out its business. If a board member leaves the board, the board can determine a replacement among the members of the association for the time until the next board election.
4. The board directs the affairs of the association. The board may employ people for the implementation of the association’s purpose and may open offices nationally and internationally.

§ 5 Compensation

1. The activities of board members for carrying out the duties of their board roles are conducted without compensation.
2. Deviating from the first paragraph, the members’ association may decide to pay an adequate compensation to the board members for carrying out their duties.
3. The principle that board roles are conducted without compensation, as derived from § 27(3) BGB [German civil code], only applies to the original (primary) activities of the board. Compensation for activities which are not connected to their duties as board members are possible without a change to the terms of association.
4. Members of the association and its board can receive a compensation for expenses (for example travel expenses). It can be paid in the form of reimbursement for incurred expenses or as a lump sum compensation or as a compensation for activities (for example compensation for honorary office holders, in the amount of the tax-free allowance for honorary office holders according to §3 no. 26a EstG [German income tax law]). Compensation depends upon the applicable tax regulations and thresholds and upon the financial means of the association. Members and board of the association must adhere to economic spending.

§ 6 Membership Assembly

1. The regular members’ assembly happens once per year. In addition, a members’ assembly has to be called in if the interests of the association require it or if at least 1/10 of its members call for a members’ assembly, in written form and including its purpose and reasons to call it in.
2. Every members’ assembly is to be called in by the board in written form, or in textual form via e-mail, at least two weeks before the date of the assembly and including the agenda for the members’ assembly.
3. The members’ assembly is moderated by the first chairperson, or in case of her or his inability to attend, by the second chairperson. If both are not present, the members’ assembly elects a moderator for the assembly. A secretary for the assembly is also elected by the members’ assembly.
4. Every members’ assembly that has been called in according to the terms of association is competent to make decisions, independent of the number of members present.
5. Decisions of the members’ assembly are made by voting using a simple majority among the cast and valid votes. To change the terms or purpose of association, a majority of three quarters among the cast and valid votes is required.
6. The decision of the members’ assembly have to be recorded into a protocol, which has to be signed by the moderator of the assembly and its secretary.

§ 7 Dissolution, Distribution of Association’s Assets

1. To dissolve the association, a majority of 4/5 among the cast and valid votes is required.
2. In case of dissolution or suspension of the association or in case of removal of its tax-privileged status, its assets have to be transferred to a corporate body under public law or another tax-privileged legal person to be used for development assistance.