Statutes

Preamble

For a strong and innovative "Sport for Development" sector in Germany We are an association of actors who are operationally, promotionally and scientifically active in the field of "Sport for Development" (S4D) and who want to strengthen this sector in Germany.

What unites us is that we contribute to solving current socially relevant challenges through well-founded sports and exercise-related concepts. We leverage intersections with organized sports to mobilize shared potential for impact.

We know from practical trials and scientific evaluations that through sport and through sport- and movement-related activities, skills and solutions can be developed that promote social participation, educational success, personal development, health, and ecological awareness – both in relation to individuals and to social structures.

Our vision is a society in which everyone participates equally and, with equal potential, shapes a democratic, socially and ecologically sustainable coexistence. To achieve this, we maximize the impact of the "Sport for Development" approach in Germany. For the sake of readability, all official titles in these statutes are used in the generic masculine form. All official titles apply equally to everyone, regardless of gender or sexual orientation.

§ 1 Name, registered office, financial year

(1) The association shall bear the name "Sport for Development (S4D) Network Germany" (in short: S4D Network Germany). It shall be entered in the register of associations and shall thereafter bear the suffix "e.V."

(2) The registered office of the association is in Frankfurt a.M.

(3) The financial year shall be the calendar year.

§ 2 Purposes of the Association

(1) The purposes of the association are the promotion of education, the promotion of science and research and the promotion of sport.

(2) The purposes of the association are achieved in particular by:

• Conducting educational, informational and networking events (e.g., also within the framework of sporting events) on how sports and exercise-related activities can be used to develop skills and solutions that promote social participation, educational success, personal development, health and ecological awareness,
• Promoting knowledge transfer among relevant actors in the field of Sport for Development (especially non-profit organizations, universities, social enterprises, sports clubs and associations, foundations) through the exchange of experience and information as well as networking within the framework of (local to national) events and through digital platforms,
• Providing (also international) best practices and information material on the Sport for Development approach for S4D organisations, foundations, sports clubs and associations and the public, including through the operation of a dedicated website and publications in digital and printed form,
• Development of uniform quality standards for the field of action as well as ongoing scientific mapping of the field of action,
• Development and implementation of training and continuing education programs for coaches and instructors in (sports) clubs and S4D organizations on topics such as child protection, youth participation, personality and skills development, value formation/fair play or inclusion as well as on the specific skills required for working in the S4D field of action to improve sports and training units,
• Publication of specialist articles and handouts on the Sport for Development approach for the daily practice of (youth) coaches, trainers and social workers in (sports) clubs and S4D organisations,
• Initiation and publication of studies in cooperation with universities in which forms and implementation possibilities of the Sport for Development approach are examined and discussed,
• Development and implementation of educational events for university students with courses particularly in the areas of sport and exercise as well as social work in the context of sport,
• Initiation and content support of students’ scientific theses on the further development of the Sport for Development approach in Germany,
• Initiation and establishment of cooperation between science, politics, administration, business and civil society,
• Educational and public relations work in the role of an ideas workshop and source of inspiration for the sector in Germany and through cooperation with multipliers of the association’s concerns,
• the allocation of funds to domestic and foreign legal entities under public law as well as to domestic and foreign corporations under private law in accordance with Section 58 No. 1 AO.

The association may employ auxiliary persons within the meaning of Section 57 Paragraph 1 Sentence 2 of the Tax Code to pursue its purposes.

(3) The association is politically and religiously neutral.

(4) The Articles of Association do not give rise to any legal claims by third parties.
The statutory purposes of the association, over what period and to what extent, are to be pursued at the discretion of the bodies.

§ 3 Selflessness

(1) The association pursues exclusively and directly non-profit purposes within the meaning of the section "Tax-Exempt Purposes" of the German Fiscal Code. The association operates on a non-profit basis; it does not primarily pursue its own commercial interests. The association's funds may only be used for the purposes stated in its statutes. Members, in their capacity as members, do not receive any donations from the association's funds; Section 2, Paragraph 2, last point in conjunction with Section 58, No. 1 of the German Fiscal Code remains unaffected.

(2) No person may be favoured through expenditure which is unrelated to the purpose of the association or through disproportionately high remuneration.

§ 4 Membership

(1) Any person who has legal capacity and who has the
Supports the association's goals. The statutes distinguish between regular members and supporting members. If no reference to status is made, the corresponding provisions apply to all members.

(2) Full members may only be those persons with legal capacity, with the exception of natural persons, who have chosen the area of ​​Sport for Development as a focus of their activities and who are resident and/or active in German-speaking countries. The Board of Directors shall decide whether the criteria in sentence 1 are met, and shall have discretionary discretion in this regard. The Board of Directors reserves the right to grant exceptions in particularly justified cases.

(3) Supporting members may be legal entities, including natural persons, who have an interest in pursuing the association's purpose. Supporting members have the same rights as regular members, with the exception that they have no voting rights in the general meeting in votes and elections.

(4) The Board of Directors shall decide on the application for membership.

(5) In association matters, a member who is not a natural person may only be represented by persons who are members of the executive board or management of that member (including authorized signatories) and as such are authorized by law to represent the member or who the member has authorized to represent him or her in relation to association matters in text form (Section 126b of the German Civil Code).

(6) Membership ends by
a. Exit,
b. exclusion,
c. death of the natural person or
d. Dissolution of the legal entity which is not a natural person.

A member's resignation pursuant to sentence 1, letter a) is only possible as of December 31 of a year. This resignation must be submitted to the Board of Directors in writing by September 30 of that year. Financial obligations already incurred by the member through membership for the remaining term of their membership are not affected by the resignation or the declaration of resignation.

If a member has seriously violated the association's goals and interests, or remains in arrears with their membership fees for a full year despite a reminder, the board may exclude them with immediate effect. In this case, the membership fee will not be refunded, not even partially. The general meeting will have the final say on appeals against the exclusion of a member.

§ 5 Contributions and levies

(1) Members shall pay contributions in accordance with a resolution of the
General meeting. To determine the amount and due date of contributions, a resolution by a simple majority of the voting members participating in the general meeting is required.

(2) The General Meeting may, by a two-thirds majority, decide on levies for ordinary members (particularly to cover extraordinary needs). Levies may not exceed a total of EUR 20,000 (in words: twenty thousand) per financial year. The share of all levies levied in a financial year to be borne by a single levy-paying member may not exceed a total of EUR 500 (in words: five hundred).

(3) In individual cases and when a legitimate interest is asserted by a
antragstellendes Mitglied kann der Vorstand den geschuldeten Beitrag eines Mitglieds auf Grundlage einer gesonderten Vereinbarung ermäßigen oder diesem Mitglied den geschuldeten Betrag ganz erlassen.

§ 6 Organs

(1) The organs of the association are
a. the general meeting and
b. the board

(2) The association may establish an advisory board to advise the association and to
Preparation and implementation of its decisions and tasks.

§ 7 The General Meeting

(1) The general meeting shall be convened at least once a year.

(2) An extraordinary general meeting shall be convened if the
The interest of the association requires it or if the meeting is called by a quarter of the
Club members are requested in writing, stating the purpose and reasons.

(3) The general meeting shall be convened in text form (§ 126b BGB) by the board of directors, observing a period of notice of three weeks (in the case of a
extraordinary general meeting with one week’s notice) at
Simultaneous announcement of the agenda. The invitation letter is deemed to have been received by the member if it is addressed to the last address (including email address) provided by the member to the association in writing.

(4) The general meeting may be held in person or by video conference. The Executive Board shall decide on the format of the general meeting when convening the general meeting. Connections to in-person meetings via video or telephone conference are permitted, provided the technology is available. For secret ballots, it must be technically ensured that secret voting is also possible electronically in compliance with data protection law.

(5) The agenda will be confirmed at the beginning of the meeting. Members' motions must be submitted to the Board in writing (Section 126b of the German Civil Code) no later than one week before the meeting.

(6) The General Meeting, as the highest decision-making body of the Association, is generally responsible for all tasks, unless specific tasks are assigned to another body of the Association under these Articles of Association. In particular, the annual financial statements and the annual report must be submitted to it in writing for a resolution on their approval and discharge of the Executive Board. It shall appoint two auditors to audit the accounting records, including the annual financial statements, and to report the results to the General Meeting.

(7) The General Meeting shall decide in particular on
a. Strategic direction/guidelines of the association,
b. Appointment and dismissal of members of the Board of Directors,
c. Approval of the rules of procedure for the Board of Directors,
d. Membership fees (fee regulations proposed by the Board of Directors) and levies,
e. Amendments to the statutes,
f. Dissolution of the association,
g. Purchase and sale as well as encumbrance of real estate,
h. Participation in companies.

(8) Any general meeting convened in accordance with the statutes shall be deemed to have a quorum
recognized regardless of the number of participating regular members. Each regular member has one vote. Supporting members have the right to vote.

(9) The General Meeting shall pass its resolutions by a simple majority, unless these Articles of Association provide otherwise. Abstentions shall not be taken into account in determining the results of votes and elections, unless the respective vote or election requires a qualified majority (absolute majority or two-thirds majority). In the latter cases, an abstention shall be considered a rejection. In the event of a tie, a motion shall be deemed rejected.

(10) At the beginning of a general meeting, the ordinary members shall elect a chairperson from among the members of the Executive Board to conduct the meeting.

(11) Minutes of the general meeting shall be taken, which shall be signed by the chairperson and the person taking the minutes. One of the two executive board members shall serve as the minutes taker. If both executive board members are unavailable or if one executive board member has not been appointed, a minute taker shall be elected by the meeting at the beginning of the general meeting. Resolutions shall be recorded verbatim.

§ 8 The Board of Directors

(1) The Board of Directors shall consist of at least three and a maximum of five members. Among the members of the Board of Directors, up to two may be executive directors, who are primarily responsible for the operational management of the Association's business. Their respective responsibilities shall be further regulated in the Board of Directors' rules of procedure. The number of Board members shall always be odd.

(2) The Board of Directors must include at least one representative from a predominantly operational non-profit organization. Diversity is also sought in the composition of the Board of Directors.

(3) The Board of Directors represents the association in and out of court in accordance with Section 26 of the German Civil Code (BGB). Two Board members are authorized to represent the association jointly (four-eyes principle). The General Meeting may exempt individual or all members of the Board of Directors from the restrictions of Section 181 of the German Civil Code (BGB) if a Board member is acting on behalf of a third party.

(4) The members of the Executive Board (both ordinary and supporting members) are elected by the General Meeting for a term of two years. Election in absentia is possible if the candidate has previously declared in writing to the chair of the meeting that they are running for the respective office and, if elected by the General Meeting, accepts the election.

(5) The Board of Directors shall be elected en bloc by general election. Exceptionally, at the request of one-third of the members present at the election, a general election may be held, in which the candidates stand for election individually. The candidates receiving the most votes shall be elected. An election officer for the Board of Directors shall be appointed by the General Meeting in advance.

(6) Only natural persons or representatives of non-natural persons who are members of the association and who themselves belong to a supervisory, control or operational body of that member or who work full-time for that member and who have also been nominated for election to the association’s board of directors by the member’s responsible body are eligible for election. Board members may be re-elected. A board member may be elected a maximum of three times in a row. The current board members remain in office after the end of their term of office until successors are elected. If a board member resigns during the current election period, the board can appoint a substitute board member until a successor is elected at the next general meeting.

(7) Subject to sentence 2, the Executive Board performs its duties on a voluntary basis. This means that, subject to sentence 2, its members receive no remuneration for their Executive Board service and the associated time spent, including no lump-sum attendance fees. The Executive Board members may work full-time or part-time and, upon resolution of the Executive Board in which the Executive Board members do not participate, may receive appropriate remuneration.

(8) The members of the Management Board are liable for the performance of their duties
verursachte Schäden nur bei Vorsatz oder grober Fahrlässigkeit. Der Vorstand ist
entitled to take out D&O insurance of an appropriate amount to cover financial losses that the association may incur as a result of the faulty performance of its board duties.

(9) Members of the Board of Directors may be removed from office during their term of office for good cause by a General Meeting convened for this purpose with an absolute majority of the votes cast.

§ 9 Duties of the Board of Directors

(1) The Board of Directors is responsible for managing the day-to-day business of the Association. Its responsibilities include, but are not limited to, the following:
a. the representation of the association internally and externally,
b. the planning and coordination of club activities,
c. the decision on applications for membership in the association,
d. the appointment of the management,
e. the decision on the administrative headquarters of the association,
f. the preparation of a proposal for a contribution regulation for adoption
by the general meeting,
g. the administration of the association’s assets,
h. the administration of the association’s funds,
i. the preparation of the budget,
j. the submission of the annual accounts (including a balance sheet).

(2) The Board of Directors may adopt its own rules of procedure.

§ 10 Resolutions of the Board of Directors

(1) Board meetings shall be held at least twice a year, either in person or by video/telephone conference. Invitations to board meetings shall be sent by the board in text form (Section 126b of the German Civil Code) with a notice period of at least 14 days. The board shall have a quorum if at least three members are present.

(2) The Board of Directors shall pass its resolutions by a simple majority of the valid votes cast; abstentions shall not be counted. All Board of Directors resolutions, including those passed pursuant to paragraph 3, shall be recorded in writing and signed by two Board members.

(3) Unless a member objects, resolutions of the Board of Directors may also be passed by video/telephone conference or by written or email vote. Connections to in-person meetings via video/telephone conference are permitted, provided the technology is available. If a member of the Board of Directors objects to a resolution being passed by written or email vote, an in-person meeting or a meeting by telephone/video conference must be held. A simple majority of the Board members entitled to vote is required.

§ 11 Reimbursement of expenses

(1) Members, to the extent they have been appointed by the Executive Board, and members of the Executive Board are entitled to reimbursement of expenses incurred in the course of their work for the Association. This includes, in particular, travel expenses, additional meal expenses, postage, and communication costs.

(2) Proof shall be provided by means of appropriate individual receipts and shall be submitted no later than six weeks after the end of the respective quarter.

(3) To the extent that there are tax lump sums and tax-free maximum limits for reimbursement of expenses, reimbursement shall only be made up to this amount.

§ 12 Management

(1) The Executive Board may, with a two-thirds majority, appoint full-time managing directors to handle day-to-day business and, at the same time, appoint them as special representatives within the meaning of Section 30 of the German Civil Code (BGB). The Executive Board shall also conclude written service contracts with the members of the management, which regulate the duties, scope of the power of representation, remuneration, and the term of the contract. The power of representation of managing directors appointed as special representatives within the meaning of Section 30 of the German Civil Code (BGB) extends to all day-to-day administrative business.

(2) The actual management shall be directed towards the fulfilment of the statutory purposes.

(3) The Executive Board shall decide on the remuneration of the Management.

(4) Section 8 paragraph 8 shall apply accordingly.

(5) The provisions, in particular those concerning remuneration, must be based on the performance capacity of the association and the requirements of non-profit status (in particular altruism).

§ 13 Amendment to the Articles of Association

(1) Amendments to the Articles of Association require a two-thirds majority of the members attending the meeting. Amendments to the Articles of Association may only be voted on at the General Meeting if this agenda item was already mentioned in the invitation to the General Meeting and if both the current and proposed new text of the Articles of Association were attached to the invitation.

(2) The Board of Directors may, on its own initiative, make amendments to the Articles of Association that are required by supervisory, judicial, or financial authorities for formal reasons. These amendments to the Articles of Association must be communicated promptly in writing to all members of the Association.

§ 14 Dissolution of the association and asset binding

(1) A resolution to dissolve the association requires a two-thirds majority of the members attending the general meeting. The resolution may only be passed after timely announcement in the invitation to the general meeting.

(2) In the event of dissolution or annulment of the association or if tax-privileged purposes cease to exist, the assets of the association shall be transferred to one or more legal entities under public law or to one or more tax-privileged bodies due to their non-profit status for the purpose of promoting education and/or training in the context of Sport for Development.

§ 15 Establishment clause

The association shall be registered in the register of associations. Should changes or amendments to the statutes become necessary for registration in the register of associations or for recognition of non-profit status by the relevant authorities, the board of directors may make these changes without a resolution by the general meeting. The board of directors is hereby authorized to undertake these actions.

§ 16 Regional Groups

In consultation with the board, regional groups may be formed as legally dependent subdivisions of the association, complementing the association's nationwide scope of activity. The goal of a regional group is to pursue the association's mission at the municipal and state levels.