§ 1 Name and registered office of the association

1.1 The name of the association is “kul’tura”.

1.2 The Association shall be entered in the register of associations and, after registration, shall bear the addition “eingetragener Verein” (“e.V.”).

1.3 The Association shall have its registered office in Berlin. The financial year is the calendar year.

§ 2 Purpose and aim of the association

2.1 The Association pursues exclusively and directly charitable purposes.

2.2 The purpose of the Association is the promotion of art and culture. This is realized in particular through the measures

– to promote international cooperation in cultural, social and scientific fields,

– to establish, maintain and deepen contacts and cultural relations between European countries, especially Germany and Ukraine,

– to promote encounters between people of different nationalities and origins, which are in the interests of international understanding, art and culture

The association thus serves to promote an international mindset, tolerance in all areas of art and culture and, in particular, international understanding. 2.3 The purpose of the association is realized in particular through

– planning, organization and implementation of art and cultural events of all kinds (including art performances, exhibitions, readings and reading series),

– development and implementation of projects in various subject areas (especially for the popularization of Ukrainian culture in Germany and Europe)

– measures to maintain links and networks between German / European organizations and the Ukrainian diaspora in the field of art and culture

§ 3 Non-profit status

3.1 The association is selflessly active; it does not primarily pursue its own economic purposes, but exclusively and directly charitable purposes within the meaning of the section “tax-privileged purposes” of the German Tax Code.

3.2 No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

3.3 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. The commissioning of members against payment is not excluded, insofar as the scope and remuneration are regulated. The Executive Board shall decide on the commissioning of members in accordance with Section 3.2 of these Articles of Association.

§ 4 Organs of the association

The Association has two bodies for the realization of its objectives:

– the General Meeting and – the Executive Board.

4.1 General Meeting

4.1.1 It is the decision-making body of the Association and consists of the ordinary members. It acts through the General Meeting (hereinafter referred to as the General Meeting). The resolutions are recorded in minutes, which are signed by the chairperson and the secretary.

4.1.2.1 The Chairperson shall convene the General Meeting once a year.

4.1.2.2 The meeting shall be convened at least four weeks in advance by means of a circular letter to the members. Motions to amend the Articles of Association must be received by the Executive Board 14 days and other motions on the agenda at least 5 days before the General Meeting. The meeting shall be convened in writing to the last email address provided by the member.

4.1.2.3 The quorum for the General Meeting is the number of members present at the meeting. Each ordinary member has one vote, which can be transferred to another member of the association in writing. Resolutions are passed by a simple majority of the votes cast, unless otherwise stipulated in § 9 Amendments to the Articles of Association and § 11 Dissolution of the Association of these Articles of Association. Abstentions and invalid votes are not counted. The meeting is chaired by the chairperson

4.1.2.4 Tasks of the General Meeting:

– Acceptance of the annual report of the Board of Directors and the treasurer Board of Directors – Election of the Board of Directors – Discussion of the Association’s work program for the financial year at the proposal of the Board and its determination by resolution – Amendments to the Articles of Association – Issuance or amendment of contribution regulations

4.2 Board of Directors

4.2.1 The Executive Board represents the Association.

4.2.2 The Executive Board consists of the Chairperson, his/her deputy, the Treasurer and at least one other member.

The Chairperson manages the internal business of the Association alone and responsibly and, in particular, performs all tasks relating to the Association arising from Section 2 of the Articles of Association.

He/she convenes an annual general meeting and proposes suitable members for the election of the secretary, submits the annual report for the previous financial year to the general meeting and presents the resolutions passed.

4.2.2.2 The association is represented in legal transactions by the chairperson and the deputy chairperson, Section 26 BGB. Each of them has sole power of representation. Internally, the deputy only has the right to represent the association if the chairperson is unable to do so.

The Board of Directors passes all resolutions by simple majority. Abstentions and invalid votes are not counted. In the event of a tie, the Chairperson has the casting vote.

The Advisory Board and the Secretary are available to the Board of Directors to carry out its tasks.

The members of the Executive Board are elected every 2 years by the General Meeting.

§ 5 Treasurer

5.1 The Treasurer manages the assets of the Association. The Treasurer may be granted the sole right of signature in monetary matters, in particular vis-à-vis financial institutions, revocably at any time by resolution of the Executive Board. The treasurer is responsible for the cash management and the annual reporting on the cash, financial and asset situation of the association.

§ 6 Membership

6.1 Any natural or legal person who supports the purpose of the Association and agrees to these Articles of Association may become a member of the Association.

Persons who are not of legal age require the written consent of their legal representative to become a member.

Membership can be applied for in writing or verbally. It only becomes effective after written confirmation by the General Meeting or the Board of Directors and after payment of the first membership fee.

6.2 Membership can be terminated through

– death in the case of natural persons – dissolution in the case of legal entities – resignation – expulsion

6.2.2 Resignation must be declared in writing to the Executive Board with a notice period of 3 months. It can only take place at the end of a financial year. The Board of Directors shall determine the resignation.

6.2.3 The member shall be notified by registered letter of expulsion based on a resolution of the Board of Directors, stating the reasons.

6.3 Reasons for exclusion are

– gross violation of the articles of association and resolutions as well as dishonorable conduct – suspension of payments.

6.4 Upon termination of membership, all claims against the Association shall lapse. The departing or excluded member must fulfill its obligations to the association.

§ 7 Membership fees

7.1 The membership fee shall be determined by the General Meeting.

7.2 The membership fee is due at the beginning of the financial year.

§ 8 Election and passing of resolutions

8.1 Elections and votes are valid with a simple majority, with the exception of Section 9 Amendment of the Articles of Association and Section 11 Dissolution of the Association.

8.2 The election of the Chairperson, the Deputy Chairperson, the Assessor, the Treasurer, the Secretary and the Cash Auditors shall be based on the list of candidates drawn up by the General Meeting for a term of office of two years.

§ 9 Amendment of the Articles of Association

9.1 They can be made

– at the request of the Executive Board, – at the request of at least 10 members to the Executive Board.

9.2 Amendments to the Articles of Association, with the exception of the provisions of § 11, must be approved by a 2/3 majority of the members present.

9.3 The Board of Directors is authorized to amend the Articles of Association itself in place of the General Meeting if the registration court objects to the submitted Articles of Association in an interim ruling when registering the Association and the amendment is necessary for the Association to be registered.

§ 10 Liability

10.1 The members of the association are only liable with the association’s assets. The Executive Board is obliged to refer to the limitations of liability in all legal transactions carried out in the name of the Association.

§ 11 Dissolution of the Association

11.1 The Association shall be dissolved if the Board of Directors submits a reasoned proposal in writing to all members of the Association and if 2/3 of the members of the Association have approved the proposal within 4 weeks of notification. Non-votes and/or abstentions count as a rejection of the motion for dissolution.

11.2 If the 2/3 majority for the dissolution of the association is not achieved due to non-expression and/or abstention, an extraordinary general meeting shall be convened within 4 weeks.

General Meeting shall be convened within 4 weeks, which shall then decide on the dissolution or non-dissolution of the Association by a 2/3 majority of the members present.

11.3 The Board of Directors or a person authorized by the General Assembly of Members shall be responsible for winding up current business and dissolving the assets of the Association. If the Association is dissolved or if tax-privileged purposes cease to exist, the assets of the Association shall be transferred to Ukraine-Hilfe Berlin e.V., which shall use them directly and exclusively for charitable, benevolent or ecclesiastical purposes.

§ 12 Entry into force 12.1

These Articles of Association were adopted at the General Meeting on 24.01.2019 and thus enter into force