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Constitution

Constitution of Ostensibles e. V.

Foun­ded at the gen­er­al meet­ing in Osnab­rück on 24th Septem­ber 2008.
Registered in the Register of Asso­ci­ations at the Osnab­rück Dis­trict Court under the Regis­tra­tion Num­ber VR 200406 on 7th Octo­ber 2008.
New ver­sion of the Con­sti­tu­tion adop­ted at the gen­er­al meet­ing in Osnab­rück on 23rd Septem­ber 2009.

§ 1 – Name and seat

The asso­ci­ation bears the name “Ostens­ibles”. The seat of the asso­ci­ation is in Osnab­rück. lt is registered in the Register of Asso­ci­ations at the Osnab­rück Dis­trict court and since then bears the suf­fix “e. V.”.

§ 2 – Purpose and functions of the association

The pur­poses of the asso­ci­ation are the advance­ment of edu­ca­tion and the advance­ment of art and culture.The asso­ci­ation effects its pur­poses by means of      
a) Eng­lish lan­guage ama­teur theatre in and around Osnab­rück, in par­tic­u­lar by stage per­form­ances, access­ible to the pub­lic and in the Eng­lish lan­guage, of lit­er­ary works,
b) cooper­a­tion with theatre groups in Osnab­rück and with Eng­lish speak­ing theatre groups, and
c) sup­port­ing Eng­lish lan­guage teach­ing activ­ity in schools and fur­ther and high­er edu­ca­tion insti­tu­tions in Osnabrück.The asso­ci­ation may join oth­er organ­isa­tions to achieve its pur­poses.

§3 – Tax privilege

The asso­ci­ation pur­sues solely and exclus­ively char­it­able pur­poses with­in the mean­ing of the Sec­tion “Tax priv­ileged pur­poses in the Abgaben­ord­nung (Rev­en­ue Code). The asso­ci­ation is non-profit-mak­ing; it does not primar­ily pur­sue profit-mak­ing puposes. The funds of the asso­ci­ation may only be applied to the pur­pose des­ig­nated in its Con­sti­tu­tion. The mem­bers do not receive in their capa­city as mem­bers any share of the profits or oth­er fin­an­cial bene­fit from the association’s funds. They have no claim what­so­ever on the association’s par­i­mony on ceas­ing to be a mem­ber. No per­son may be benefited by expendit­ure which is out­with the pur­poses of the asso­ci­ation or by dis­pro­por­tion­ately high remu­ner­a­tion. Grants to the asso­ci­ation, in par­tic­u­lar where from the funds of a pub­lic body, may only be accep­ted for the pur­poses des­ig­nated in the Con­sti­tu­tion and applied for the stip­u­lated pur­poses.

§ 4 – Language and text form

1. Lan­guage
The work­ing lan­guage of the asso­ci­ation for intern­al pur­poses is Eng­lish. This applies in par­tic­u­lar to all com­mu­nic­a­tions and declar­a­tions by or to a mem­ber or a decision-mak­ing body of the asso­ci­ation as well as to the meet­ings, hear­ings, res­ol­u­tions and minutes of the decision-makingbodies.Amendments to the Con­sti­tu­tion and all oth­er res­ol­u­tions which are to be filed with the Register of Asso­ci­ations are to be for­mu­lated in Ger­man. The same applies to minutes where they are to be sub­mit­ted to the Register of Asso­ci­ations. How­ever, these doc­u­ments are also to be trans­lated into Eng­lish; a copy in text form is avail­able to all mem­bers. ln mat­ters of inter­pret­a­tion, how­ever, only the Ger­man ver­sion is rel­ev­ant.

2. Text-form
“Text form” for the pur­poses of this Con­sti­tu­tion has the mean­ing laid down in § 126b BGB and embraces a declar­a­tion in a doc­u­ment, per elec­tron­ic mail and a mobile com­mu­nic­a­tions text mes­sage, provided it iden­ti­fies the maker and its con­clu­sion is dis­cern­ible.

§ 5 – Membership

1. Join­ing
Every nat­ur­al per­son, who sup­ports the pur­poses of the asso­ci­ation, may become a Mem­ber. Mem­ber­ship is acquired by join­ing and is non-trans­fer­able. Acces­sion takes place by an applic­a­tion for admis­sion in the pre­scribed form on the part of the applic­ant and its accept­ance on the part of the board. There is no right to admis­sion. There is a mem­ber­ship con­tri­bu­tion, the amount and due dates of which are reg­u­lated by the Mit­glied­schaft­sord­nung (Mem­ber­ship Rules).

2. Theatre year
The theatre year begins on 1st August and ends on 31st July of the fol­low­ing year. The second half of the theatre year begins on 1st Feb­ru­ary.

3. Mem­ber group
The asso­ci­ation has as mem­bers:           
a. Ordin­ary mem­bers are mem­bers who do not belong to any of the oth­er mem­ber­ship groups.  Ordin­ary mem­ber­ship is for an indef­in­ite peri­od.
b. Pass­ive mem­bers are entitled to par­ti­cip­ate in the social events of the asso­ci­ation, but they have not right to par­ti­cip­ate in the pro­duc­tions. Their con­tri­bu­tions are reduced to cor­res­pond­with their restric­ted rights.

4. Mem­ber oblig­a­tions
Spe­cif­ic oblig­a­tions of mem­bers include, but are not lim­ited to, to sup­port the interest of the asso­ci­ation, to act­ively fur­ther the association’s pur­poses, to refrain from doing any­thing which harms the pur­pose of the asso­ci­ation and to pay the con­tri­bu­tions spe­cified for theirmem­ber­ship group when due.

5. Fees
Fees may be raised for fin­an­cing addi­tion­al offers of the asso­ci­ation which extend bey­ond the association’s gen­er­al ser­vices to mem­bers. The board detemines the fees.

6. End of mem­ber­ship
Mem­ber­ship ends by:          
a. Leav­ing: A mem­ber may leave by giv­ing notice of ter­min­a­tion to the board in text form. The notice of ter­min­a­tion takes effect only at the end of a theatre half year. A notice of ter­min­a­tion for an import­ant reas­on may be effected imme­di­ately.          
b. Strik­ing from the mem­ber­ship register: A mem­ber may be struck from the register of mem­bers if the board determ­ines that, after two writ­ten remind­ers, mem­ber­ship fees remain out­stand­ing or the mem­ber has failed without excuse to par­ti­cip­ate in any pro­duc­tions or meet­ings of theas­so­ci­ation.         
c. Expul­sion: A mem­ber may be expelled by res­ol­u­tion if the mem­ber repeatedly fails to per­form mem­ber­ship oblig­a­tions. Spe­cific­ally this is the case if the member’s con­duct grossly infringes the interests of the asso­ci­ation. Before the adop­tion of a res­ol­u­tion for expul­sion the per­son concemed is to be gran­ted a right of audi­ence.        
d. Death.

7. The Mem­ber­ship Rules (Mit­glied­schaft­sord­nung) reg­u­late fur­ther par­tic­u­lars as to join­ing, mem­ber­ship groups, end of mem­ber­ship, rights and obli­gaiions and con­tri­bu­tions.

§ 6 – Decision-making bodies

1. The gen­er­al meet­ing is the supreme and primary decision-mak­ing body. lt has a right to issue instruc­tions to the board and can amend, repeal or replace res­ol­u­tions of the board with pro­spect­ive effect. The gen­er­al meet­ing gives dir­ect­ives for the work of the asso­ci­ation and decides ques­tions offun­da­ment­al sig­ni­fic­ance as neces­sary. Ordin­ary and extraordin­ary gen­er­al meet­ings enjoy the same com­pet­ences.

The func­tions of the gen­er­al meet­ing include:
a. The adop­tion and amend­ment of the Gen­er­al Meet­ing Stand­ing Orders (VO)
b. The adop­tion of res­ol­u­tions about res­ol­u­tions of the board
c. The adop­tion of res­ol­u­tions about the annu­al state­ment of accounts
d. The adop­tion of res­ol­u­tions on the exon­er­a­tion of the board
e. The adop­tion of res­ol­u­tions on under­tak­ing new pro­jects or with­draw­al from exist­ing ones on the part of the asso­ci­ation
f. The adop­tion on the pro­pos­al of the board of res­ol­u­tions on acquis­i­tion of land and build­ing pro­jects
g. The adop­tion on the pro­pos­al of the board of res­ol­u­tions on join­ing oth­er organ­isa­tions
h. The adop­tion on the amend­ment of the Con­sti­tu­tions and dis­sol­u­tion of the asso­ci­ation
i. The elec­tion and de-selec­tion of office hold­ers
j. Delib­er­a­tion about the status and plan­ning of activ­it­ies
k. The approv­al of the budget sub­mit­ted by the board
l. The recep­tion of the board’s busi­ness reports and the writ­ten annu­al reports and state­ment of accounts
m. The recep­tion of the writ­ten report of the aud­it­ors
n. The expul­sion of a mem­ber that is an office-hold­er
o. The appoint­ment of hon­or­ary mem­bers

Calls for a meet­ing.
The board calls at least one and at most two ordin­ary gen­er­al meet­ings each year. The board may call an extraordin­ary meet­ing at any time. lt must call one if two office hold­ers or at least five mem­bers or 10% of the mem­bers (whichever is less­er) apply to the board in text form­for it; and when the interests of the asso­ci­ation require it.The call is made in text form at least two weeks before the meet­ing and includes a pro­vi­sion­al agenda. An applic­a­tion for an addi­tion to the agenda can be made by any mem­ber and must be sub­mit­ted at least one week before the meet­ing.

The meet­ing.
The gen­er­al meet­ings are chaired by the board chair­per­son. Minutes of the meet­ing are to be taken and should reflect the decisions made. An attend­ance list is to be ait­ached to the minutes. Both doc­u­ments are to be signed by the per­son chair­ing the meet­ing and the minute taker.

Vot­ing.
a. All ordin­ary mem­bers of 16 years and older are entitled to vote, where­as pass­ive mem­bers are not. A right to vote must be exer­cised per­son­ally and is not trans­fer­able.    b. A poll is an open poll unless a mem­ber of the gen­er­al meet­ing objects; in that case, a secret poll takes place. An elec­tion, how­ever, is by secret bal­lot. lf only one can­did­ate is stand­ing for elec­tion, they may also be elec­ted openly if no mem­ber objects
c. Gen­er­al meet­ings are quor­ate if they are duly called and one quarter of the mem­bers entitled to vote are present. Res­ol­u­tions are adop­ted by a simple major­ity (more than half the votes) unless the Con­sti­tu­tion provides oth­er­wise. A qual­i­fied major­ity (at least two thirds of the votes) is needed for changes to the pur­pose of the asso­ci­ation or the name of the asso­ci­ation or oth­er Con­sti­tu­tion­al amend­ments, the dis­sol­u­tion of the asso­ci­ation as well as a Con­sti­tu­tion­al breach.   
d. The gen­er­al meet­ing may adopt res­ol­u­tions without a meet­ing. The rules for call­ing and vot­ing are the same as in meet­ings. The pro­ced­ure may not be applied for a de-selec­tion, amend­ment of the Con­sti­tu­tion or dis­sol­u­tion of the asso­ci­ation.

Con­sti­tu­tion­al breach. The gen­er­al meet­ing can resolve to devi­ate from the Con­sti­tu­tion for a par­tic­u­lar isol­ated case. This requires a qual­i­fied major­ity. A per­man­ent or ret­ro­spect­ive devi­ation is excluded. An infringe­ment of man­dat­ory stat­utory pro­vi­sions may not be adop­ted. Like­wise­devi­ations from §2, §3 and §8 of this Con­sti­tu­tion, as well as oth­er res­ol­u­tion which are con­trary to the association’s tax priv­ilege may not be adop­ted.

Fur­ther par­tic­u­lars con­cem­ing the gen­er­al meet­ing are reg­u­lated by the gen­er­al meet­ing stand­ing orders (VO).

2. The board is a sec­ond­ary rule-mak­ing body. The board is respons­ible for all mat­ters of the asso­ci­ation which are not ves­ted in anoth­er decision-mak­ing body by stat­ute, the Con­sti­tu­tion or a res­ol­u­tion of the gen­er­al meet­ing. Board mem­bers rep­res­ent the asso­ci­ation intern­ally and extern­ally, in and out of court. For the leg­ally bind­ing rep­res­ent­a­tion of the organ­iz­a­tion the joint sub­scrip­tion of two mem­bers of the board suf­fices. lf a declar­a­tion is to be made to the board, it suf­fices if it is made to a mem­ber of the board.

Com­pos­i­tion and elec­tion of the board. The board con­sists of at least a board chair­per­son, a deputy chair­per­son and a treas­urer. The gen­er­al meet­ing can decide to extend the board to five mem­bers for the fol­low­ing term. Board mem­bers are office hold­ers and act without remuneration.They are appoin­ted by the gen­er­al meet­ing for one year. Mul­tiple re-elec­tions are admit­ted. The term of office ends with resig­na­tion, de-selec­tion, lack of leg­al capa­city or ces­sa­tion of mem­ber­ship. lf a mem­ber of the board ceases to hold office pre­ma­turely, the oth­er mem­bers of the board may appointa replace­ment mem­ber for the remainder of the predecessor’s term of office.Every adult, present, ordin­ary mem­ber with leg­al capa­city entitled to vote may be elec­ted as a board mem­ber at the gen­er­al meet­ing. Fur­ther par­tic­u­lars on the elec­tion of board mem­bers are reg­u­lated by the gen­er­al meet­ing stand­ing orders (VO).

Com­pet­ences and func­tions of the board. The board car­ries out instruc­tions of the gen­er­al meet­ing, takes care of the day-to-day man­age­ment includ­ing all fin­an­cial and admin­is­trat­ive func­tions (fur­ther spe­cified in the GO), as well as all oth­er func­tions which are not oth­er­wise assigned by stat­ute, the Con­sti­tu­tion, or a res­ol­u­tion. The board provides busi­ness, fin­an­cial, status and annu­al reports to the gen­er­al meet­ing as spe­cified in the GO. ln the func­tions of the gen­er­al meet­ing as set out in § 6.1.e‑g, the board is entitled to devi­ate from instruc­tions of the gen­er­al meet­ing and to exer­cise itself the powers of the gen­er­al meet­ing if the mat­ter can­not await a res­ol­u­tion of the gen­er­al meet­ing and if the res­ol­u­tion is adop­ted with unan­im­ity in the board.The board is author­ized to adopt the fol­low­ing Rules and Orders: the board stand­ing orders (GO),the mem­ber­ship rules (MO) and the theatre manu­al (TH).

Fur­ther par­tic­u­lars con­cern­ing the board are reg­u­lated by the board stand­ing orders (GO).

3. The aud­it­ors have the task to inspect the fin­an­cial admin­is­tra­tion and fin­an­cial man­age­ment of the board’s past term and are to provide a writ­ten report on this mat­ter on the first ordin­ary gen­er­al meet­ing. Aud­it­ors are office hold­ers and act without remu­ner­a­tion. They are appoin­ted by the gen­er­al­meet­ing for one year. Aud­it­ors may not be mem­bers of the board, nor may they be nom­in­ated for the office of aud­it­ors by a mem­ber of the board. Fur­ther par­tic­u­lars about the audit are reg­u­lated by the GO.

§ 7 – Data protection and rights of personality

For the per­form­ance of its pur­poses and func­tions the asso­ci­ation pro­cesses per­son­al data of its members.This data is recor­ded and, when required, dis­closed. By being a mem­ber and the recog­ni­tion of this Con­sti­tu­tion which mem­ber­ship entails, a mem­ber agrees to the record­ing, hand­ling, pro­cessing and dis­clos­ure of their per­son­al data with­in these para­met­ers. Oth­er use of the data, in par­tic­u­lar sale of data, is not per­mit­ted without the fur­ther agree­ment of the per­son con­cerned. Every mem­ber has the right to inform­a­tion about their recor­ded data, a cor­rec­tion of their recor­ded data in the event it is incor­rect, block­ing their data and eras­ure of their data. By being a mem­ber and the recog­ni­tion of this Con­sti­tu­tion which mem­ber­ship entails, a mem­ber also agrees to the pub­lic­a­tion of images and names in prin­ted and elec­tron­ic media in con­nec­tion with the offi­cial activ­it­ies of the asso­ci­ation, espe­cially per­form­ances. The pub­lic­a­tion of images and names con­nec­ted to social activ­it­ies is not per­mit­ted without the fur­ther agree­ment of the per­son con­cerned.

§ 8 – Dissolution of the association

The asso­ci­ation can be dis­solved by a res­ol­u­tion of the gen­er­al meet­ing, requir­ing a qual­i­fied major­ity (at least two-thirds of the votes). In the event of a wind­ing up, with­draw­al of the leg­al capa­city of the asso­ci­ation or dis­con­tinu­ation of the tax-priv­ileged pur­poses, the entire pat­ri­mony after pay­ment of the exist­ing oblig­a­tions passes to the Roy­al Brit­ish Legion Deutsch­land e.V. with seat in Osnab­rück, which is itself recog­nized as char­it­able and must apply the pat­ri­mony dir­ectly and exclus­ively to char­it­able, bene­vol­ent or reli­gious pur­poses. Par­tic­u­lars about the liquid­a­tion after dis­sol­u­tion are reg­u­lated by the GO.

§ 9 – Severability clause

lf a pro­vi­sion of the Con­sti­tu­tion is void, the remainder remains val­id to the extent that it does justice to the pur­poses of the asso­ci­ation and the con­cerns of the mem­bers and makes mean­ing­ful char­it­able asso­ci­ation activ­ity pos­sible. A void pro­vi­sion is to be replaced by the gen­er­al meet­ing with a val­id pro­vi­sion whose effect cor­res­ponds to the greatest extent with the sense of the ori­gin­al pro­vi­sion. The same shall apply if and to the extent that the Con­sti­tu­tion is found to con­tain any gaps or omis­sions.

List of abbre­vi­ations
GO: Geschäft­sord­nung (Board Stand­ing Orders)
MO: Mit­glied­schaft­sord­nung (Mem­ber­ship Rules)
TH: Theat­er­hand­buch (Theatre Manu­al)
VO: Ver­sammlung­sord­nung (Gen­er­al Meet­ing Stand­ing Orders)

Rules and Orders and oth­er res­ol­u­tions of the decision-mak­ing bod­ies do not take effect as part of or amend­ment of the Con­sti­tu­tion. They are to be inter­preted and applied in a sub­or­din­ate man­ner.