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
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.
“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
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.
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.
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 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.
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.