Constitution

Preamble

EUIRANC – European Iranian Council (hereinafter referred to as the “Association”) shall enhance, promote, and through a scientific approach deepen the mutual interest and understanding between Europeans and Iranians.

The Association offers a forum for discussion and exchange of ideas with its members, sponsors and guests.

§ 1 Name and Seat

(1)  The Association is named EUIRANC – European Iranian Council and shall be entered on the register of associations; and upon entry it shall bear the suffix e.V.

(2)  The Association has its seat in Berlin.

§ 2 Purpose

(1)  The Association is a member based, non-profit organisation committed to the common good. It is independent, non-political, non-partisan and not bound by interests of third parties.

(2)  The Association pursues exclusively charitable purposes in accordance with the section “Tax-Privileged Purposes” of the German Tax Code (AO). The purpose of the Association is the promotion of:

a)         international attitude, tolerance on all levels of culture and international understanding between the people of Europe and the people of Iran, Iranians in Europe and Iranian-European dual citizens (persons who are citizens of a European state as well as of Iran); and

b)         science and research as well as education regarding the matters set out under this paragraph at (2) a).

§ 3 Realisation of the purposes of the Statutes

(1)  The Association realises the statute purposes, by being an expert and research center as well as a platform for the exchange of thoughts on international attitude, tolerance on all levels of culture and international understanding between the people of Europe and the people of Iran, Iranians in Europe and Iranian-European dual citizens, in particular by:

a)         carrying out research projects through its own research institute and publishing results in a timely manner;

b)         analysing and commenting on current issues and participating in German, European and international discussions on these issues;

c)         conceiving and holding events locally and abroad, which are accessible for the general public;

d)         distributing and promoting journals and other media items (in particular online) in order to publish research results and articles;

e)         evaluating reports, news, books, journals, documents and other media items and making the results available to the general public, in particular online, in a timely manner;

f)         awarding an annual prize for international understanding between the people of Europe and Iran

(2)  In order to fulfil its statutory purposes, the Association may cooperate with other tax- privileged bodies or legal entities, on joint projects or to make charitable grants in the meaning of § 58 Nos. 2 to 5 German Tax Code (AO).

§ 4 Non-profit status

(1)  The Association pursues exclusively and directly charitable purposes in the sense of the section “tax-privileged purposes” of the German Tax Code.

(2)  The Association is selflessly active. It does not primarily pursue economic purposes.

(3)  The Association’s funds may only be used for purposes set out in these Articles of Association.

(4)  The members do not receive any monies from the funds of the Association.

(5)  No person may be advantaged through expenditures which are alien to the purposes of the Association or a disproportionately high remuneration.

§ 5 Resources of the Association

The necessary funds are raised through membership fees, donations and other contributions as well as generated income.

§ 6 Financial year

The financial year is the calendar year.

§ 7 Membership

(1)  Members of the Association are natural and legal persons.

(2)  Membership must be applied for in writing. The board of directors (the “Board”) decides on the admission of members.

(3)  Honorary members as well as members of the Circle of Supporters (the “Supporters”) are not members of the Association. However, they are bound to the purpose of the Association and should participate for this reason in the Association’s activities as far as possible and legally permissible.

(4)  Members and Supporters shall pay an annual membership fee determined by the General Assembly based on the recommendation of the Board. This fee is due in the first quarter of each calendar year. The Board can determine membership fees of different amounts for individual groups of members.

(5)  Membership terminates upon death, termination or expulsion of a member.

(6)  Notice of termination must be given in writing. It is permissible at any time. However, the obligation to pay fees does not end until the end of the financial year in which the termination has been received by the Association. Membership is extended until the end of the following financial year if the notice of termination is not received by the Association at least one month prior to the end of the financial year.

(7)  A member can be excluded through a decision made by the Board for behaviour which damages the interests or the reputation of the Association, or for another important reason. The reason must be heard beforehand. The decision is to be communicated to the member along with the reasoning, in writing. A member can also be excluded if, despite a reminder, they are more than one year in arrears with their membership fee payment. Resolutions on the exclusion of members are passed by the Board with at least a two-thirds majority.

§ 8 Organs

(1)  The organs of the Association are:

a)         the General Assembly,

b)         the Board of Directors, and

c)         the Advisory Board.

(2)  In addition, there is the Circle of Supporters.

§ 9 Circle of Supporters

(1)  The Circle of Supporters integrates donating supporters of the Association as sponsors, without them being members.

(2)  Supporters are not entitled to participate in the General Assembly.

§ 10 General Assembly

(1)  The General Assembly is the highest decision-making body of the Association. It is chaired by the President, and in their absence, the Vice-President shall chair it. Should the Vice-President also be absent, then another member of the Board shall chair the General Assembly.

(2)  The General Assembly has the following tasks:

a)         to elect the Board (§ 11) according to the provisions of these Articles of Association;

b)         to take note of the President’s Annual Report and the Auditors’ Report or the Controllers’ Report;

c)         to adopt the annual budget;

d)         to decide on the discharge of the President, the Vice-President and the other members of the Board;

e)         to appoint the Controller, whilst the requirement for the appointment of a Controller may be waived if and as long as the Association is audited by an auditing company;

f)         to determine the membership fee based on the proposal of the Board;

g)         to adopt resolutions subject to § 15 para. (3) f the Articles of Association;

h)         to propose candidates for the annual prize for international understanding between the people of Europe and Iran and to choose the winner.

(3)  The General Assembly shall be convened by the President in hard copy writing or via email at least once a year, stating the agenda. It must be convened if at least one quarter of the members request it in writing, stating the desired agenda items. The invitation period shall be 28 days starting from the date of dispatch of the invitation.

(4)  Resolutions can also be passed outside the General Assembly in writing, via e-mail, via video or telephone conference, or through other secure electronic procedures if at least one-third of the members vote on the resolution at hand or expressly renounce participation in the voting. The Board shall determine further details by resolution.

(5)  A duly convened General Assembly is quorate and competent regardless of the number of members present.

(6)  Resolutions – including those passed in accordance with para. (4) – require a simple majority of the votes cast, unless otherwise expressly provided in these Articles of Association. In the event of a parity of votes, the chair of the meeting shall have the casting vote. Amendments to the Articles of Association require a three-quarters majority of the votes cast. Abstentions shall not be counted when calculating the required majorities. Each member may transfer their vote to another member by written power of attorney; however, a member present may not represent more than three members who are not present.

(7)  The General Assembly may decide on an item which is not on the agenda if two-thirds of the members present agree to the consideration of the item. This does not apply to amendments to the Articles of Association.

(8)  Minutes shall be taken of the resolutions of each General Assembly and signed by the chair and the keeper of the minutes.

§ 11 Board of Directors

(1)  The Board consists of the chair (President), who is the highest representative of the Association, as well as the deputy chair (Vice-President), the Treasurer and the Legal Counsel, who are entrusted with the operational management of the Association. The Board can be extended by up to two observing members at the request of its aforementioned members.

The President and the Vice-President shall be professionally experienced in one of the following areas of work: legal practice, business, science, politics, or culture.

(2)  If there is an important factual requirement, the Board may, with a majority of two-thirds of its members, reorganise the allocation of responsibilities.

(3)  The President, the Vice-President, the Treasurer and the Legal Counsel individually represent the Association in all matters involving third parties and legal proceedings. Any other member of the Board represents the Association together with one of the aforementioned Board members who are authorised to represent the Association individually.

(4)  The members of the Board are elected by the General Assembly for a term of three years. Re-election is permissible. If a member resigns from the Board before the end of their term of office, the Board may co-opt a substitute member from among the members of the Association until a new election is held.

(5)  The Board shall announce its proposed election candidates in writing, by email or on the website of the association (in the member section), at the latest four weeks before the General Assembly, during which a new Board must be elected. After the Board’s announcement of its proposed election candidates, further candidates may be proposed by the members of the Association up to fourteen days before the day of the General Assembly by written notice to the Association, provided that such a proposal is supported by at least a quarter of the members. The proposals of the members shall be made known to all members of the Association by email or on the website of the Association (in the member section).

(6)  Members of the Board can receive an appropriate expense allowance for their ctivities.

§ 12 Tasks of the Board of Directors

(1)  The Board of Directors shall have overall responsibility for the business of the Association within the framework of these Articles of Association. It determines the guidelines for the Association’s activities and performs tasks of strategic importance.

(2)  In particular, the Board is in charge of the following tasks:

a)         determination of the organisation of the Association;

b)         preparation of the annual budget;

c)         monitoring compliance with the annual budget and, if necessary, the individual budgets of different departments;

d)         the preparation of the annual accounts and the annual report, and the determination of the annual closing accounts;

e)         drawing up the budget for the prize for international understanding between the people of Europe and Iran;

f)         the preparation of the annual report, the General Assembly and the execution of the General Assembly’s resolutions;

g)         the admission of members;

h)         the appointment of the members of the Advisory Board;

i)         the admission of Supporters;

j)       the admission of honorary members.

(3)  The Board may issue rules of procedure for itself.

(4)  For the purpose of establishing an office, the Board shall be entitled to rent and equip necessary and appropriate premises as well as employ full-time and part-time staff, in particular a manager of the office (the “Executive Director”).

§ 13 Advisory Board

(1)  The Advisory Board advises the Board of Directors in all its tasks, particularly regarding strategic questions and other matters of high importance to the Association.

(2)  The Board of Directors can appoint members of the Advisory Board. They shall be recognised professional persons with backgrounds in business, science, politics, culture and society generally, and the Board of Directors shall determine their number at its discretion. Each member of the Advisory Board shall work in an honorary capacity. They do not have to be a member of the Association at the same time.

(3)  The members of the Advisory Board may receive reimbursements of their expenses at the discretion of the Board of Directors.

(4)  The Board of Directors is entitled to invite the Advisory Board or individual members of the Advisory Board to Board of Directors meetings, also with limits to individual agenda items.

§ 14 Procedural issues

(1)  The Board of Directors shall meet quarterly if possible, but at least twice a year. The meetings can be held through telephone or video conferences.

(2)  The Board of Directors shall pass its resolutions by simple majority. In the event of a parity of votes, the President shall have the casting vote, and in the event of their absence, the Vice-President shall have the casting vote.

(3)  The Board of Directors may form committees to perform special tasks. The President and the Vice-President have the right to belong to all committees.

§ 15 Miscellaneous

(1)  Written notifications pursuant to these Articles of Association may be made at the discretion of the Board of Directors by letter or in certain text form such as e-mail. Communications of the Association to its members are deemed to have been received if they have been sent to the last address or e-mail address of the member given to the Association.

(2)  All references to persons and functions that are used in these Articles of Association are equally valid in male and female form.

(3)  As far as the German Register of Associations or the responsible financial authority require changes to the Articles of Association or recommend these for the proof of the Association’s non-profit nature, the Board is entitled to resolve for appropriate changes to be adopted without the involvement of the General Assembly. The members shall be informed immediately after such resolution on changes to the Articles of Association, in an appropriate form.

(4)  These Articles of Association have been written in the German and English languages. In the event of any contradictions, the German version of the Articles of Association shall prevail.

§ 16 Dissolution

(1)  Only a specially convened General Assembly, with a three-quarters majority of those present, may decide on the dissolution of the Association. The General Assembly shall appoint the liquidators.

(2)  In case of dissolution of the Association or in case of loss of the tax-privileged purposes, the Association’s assets and funds shall be transferred to a legal entity under German public law, or another tax-privileged entity, for the promotion of international attitude, tolerance on all levels of culture and international understanding between the people of Europe and Iran.

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