Bylaws for the Association

“Zaki – Education and Culture”

§ 1 Name, Registered Office

The association is named “Zaki – Education and Culture.”
It is to be entered in the register of associations and will then bear the suffix “e.V.”
The association is based in Berlin.

§ 2 Fiscal Year

The fiscal year is the calendar year.

§ 3 Purpose of the Association

a) The purpose of the association is

  • the promotion of youth welfare (§ 52 Abs. 2 Nr. 4 AO),
  • the promotion of education, public education, and vocational training, including student aid (§ 52 Abs. 2 Nr. 7 AO),
  • the promotion of aid for refugees (§ 52 Abs. 2 Nr. 10 AO),
  • the promotion of an international outlook, tolerance in all areas of culture, and the spirit of international understanding (§ 52 Abs. 2 Nr. 13 AO),
  • promoting crime prevention (§ 52 Abs. 2 Nr. 20 AO),
  • the promotion of development cooperation (§ 52 Abs. 2 Nr. 15 AO).

b) The association’s purpose is fulfilled, in particular, by:

  • Support and guidance for integration into German society through information and counseling services;
  • Organizing and conducting educational and recreational programs for young people and refugees;
  • Organizing discussions, seminars, and lectures to promote dialogue and exchange among members of different cultures;
  • the organization and implementation of language support and integration courses;
  • the organization and implementation of programs for children, youth, women, and families that promote health, education, democracy, and participation;
  • Seminars for participants from the majority society on the topics of diversity, Afghanistan, and Arab countries;
  • Coaching, training, and supervision in the areas of violence prevention, conflict resolution, and mediation;
  • Training and continuing education on the topic of migration;
  • Reintegration assistance for juvenile offenders (academic support and school counseling);
  • Strengthening parents’ parenting skills through parenting training;
  • Training in communication and conflict resolution skills;
  • Seminars on topics such as communication, conflict management, and team development;
  • Conflict management, in the native language if necessary.
  • Promotion, planning, implementation, and oversight of infrastructure projects that improve quality of life in countries of the Global South, which serve the common good of the host country and are intended to be accessible to all people, regardless of their background or financial status
  • Consulting, training, and education, as well as the participation and involvement of local people in need, with the goal of achieving sustainable self-administration and self-management of the resulting infrastructure projects
  • Education and public outreach in various forms; the collection, provision, scientific and media-oriented processing, and dissemination of information on development aid, as well as on existing and planned projects in Germany and in countries of the Global South
  • The association also fulfills the purposes set forth in its bylaws within the meaning of § 58 No. 1 AO by transferring funds to other tax-exempt entities or legal entities under public law for the purpose of fulfilling their tax-exempt purposes.

§ 4 Nonprofit Status

  1. The association pursues exclusively and directly charitable purposes as defined in the section titled “Tax-Exempt Purposes” of the German Tax Code.
  2. The association operates on a nonprofit basis; it does not primarily pursue its own economic interests.
  3. The association’s funds may be used only for purposes specified in the bylaws. Members shall not receive any payments from the association’s funds.
  4. No person may be favored through expenditures that are unrelated to the association’s purpose or through disproportionately high compensation. Members shall not receive any payments from the association’s funds.

§ 5 Acquisition of Membership

  1. Any natural or legal person who supports the association’s purpose and pays regular dues may become a member of the association. The application for membership must be submitted in writing to the board of directors, which decides on admission. Upon admission, the member or supporter agrees to abide by the association’s bylaws.
  2. By joining, the member agrees that the personal data collected and required in connection with membership will be stored electronically exclusively for the purposes of the association and will not be disclosed to third parties. This is done in compliance with the data protection regulations set forth in the Federal Data Protection Act (BDSG-Neu) and the European General Data Protection Regulation (EU GDPR).

§ 6 Termination of Membership

  1. Membership ends
    • upon the death of the member,
    • by resignation,
    • by expulsion from the association,
    • in the case of legal entities, upon their dissolution.
  2. Voluntary resignation is effected by submitting a written notice to the association’s board of directors. Voluntary resignation is possible at the end of any month.
  3. The Executive Board shall decide on the expulsion of a member after consulting the General Assembly.
  4. A member may be expelled from the association if he or she is at least one year behind in membership dues and has failed to meet his or her payment obligations despite a written reminder. The member must be notified of the executive board’s decision.
  5. Upon resignation from the club, all of the member’s rights expire.

§ 7 Rights and Obligations of Members/Supporting Members

  1. Rights and Duties of Members
    Every member has the right to attend the association’s general meeting (GM), submit motions, and exercise the right to vote. Each member has one vote. This also applies to any legal entity. Only members who joined the association at least three months prior to the General Meeting are eligible to vote. Only a voting member who is not a legal entity and who is nominated by at least one other member of the General Meeting may run for the Board of Directors. Votes must be cast in person. Each member has the right to help shape the association’s work at any time. Every member is obligated to pay the minimum membership fee as determined by the General Assembly. Every member is required to notify the association of any change of residence. Any correspondence from the association is deemed to have been received on the third business day after it is sent, provided it is addressed to the last address the member has provided to the association in writing.
  2. Membership Dues
    Members are required to pay membership dues. The amount and due date of the membership dues are determined by the general meeting.

§ 8 Governing Bodies

The governing bodies of the association are:

  1. the general meeting
  2. the Board of Directors
  3. the management

§ 9 The Board of Directors

  1. The Executive Board consists of two members. Two additional members may be elected to the Executive Board. Elections to the Executive Board are held by secret ballot in writing. The Executive Board is responsible for preparing the elections to be held during a general meeting, in particular for establishing a procedure that complies with the law and the bylaws.
  2. The members of the Executive Board, as defined in § 26 BGB, are:
    • the President
    • the Vice Chair
  3. The Executive Board is responsible for all matters concerning the association, unless otherwise specified in these bylaws. In particular, it has the following duties:
    • Management of day-to-day operations,
    • Preparation for the general meeting and drafting of the agenda,
    • Call for a General Meeting,
    • Implementation of the resolutions of the general meeting,
    • Preparation of a budget for the fiscal year,
    • Management of the association’s assets and bookkeeping,
    • Preparation and submission of an annual report to the general meeting,
    • Decisions regarding the admission and expulsion of members,
    • Conclusion and Termination of Employment Contracts.
  4. The Executive Board shall convene for its inaugural meeting within one month of its election.
  5. The Executive Board is authorized to hire full-time staff to manage the association’s affairs and carry out its duties, within the limits of the association’s financial resources.
  6. The Executive Board may receive appropriate compensation for its work, within the limits of the association’s financial resources.
  7. The Executive Board shall adopt its own rules of procedure. Minutes of the resolution shall be prepared.
  8. The Executive Board holds open meetings. However, personnel matters are not handled publicly.

§ 10 Decision-Making by the Executive Board

The Executive Board generally makes its decisions at Executive Board meetings. In any case, a seven-day notice period must be observed. The Executive Board has a quorum only if at least two members of the Executive Board attend the Executive Board meeting. Board members who do not attend the meeting must be informed immediately of the contents of the board meeting. In exceptional cases, a resolution of the Executive Board may be adopted in writing or by telephone if all members of the Executive Board unanimously express their approval of the matter to be decided.

§ 11 The General Meeting

At the general meeting (GM), each member present has one vote.
The GM is responsible, in particular, for the following matters:

  1. Reports from the Board of Directors, including the financial report
  2. Report of the Cash Auditor
  3. Discharge of the Entire Executive Board
  4. Election of the New Executive Board of Directors
  5. Election of the Auditor
  6. Amendments to the Bylaws
  7. Decision on the submitted applications

§ 12 Convening the General Meeting

An annual general meeting shall be held at least once a year, and all members must be invited to it by the board of directors. It is convened by the Board of Directors by written notice, given at least two weeks in advance and including a preliminary agenda. Any additions or amendments to the agenda shall be decided by the general meeting. The Executive Board is required to convene an extraordinary general meeting if at least one member of the Executive Board or at least one-tenth of the association’s members request it, stating their reasons and specifying the agenda.

§ 13 Decision-Making by the General Meeting of Members

  1. Every duly convened general meeting of members has a quorum. It decides on motions by a simple majority, unless they concern amendments to the bylaws, the purpose of the association, or the dissolution of the association.
  2. The number of members present is decisive for determining simple or qualified majorities. If members abstain from voting, they are considered absent.
  3. Minutes must be taken of the general meeting and its resolutions, and these minutes must be signed by the chairperson and the secretary.

§ 14 Amendments to the Bylaws

Amendments to the bylaws may only be adopted by a two-thirds majority of the members present at a general meeting. The Executive Board may amend the bylaws on its own initiative at the request of the registry court.

§ 15 Amendments to the Association’s Purpose

Changes to the association’s purpose may only be approved by a two-thirds majority of all members at a general meeting.

§ 16 Dissolution of the Association and Entitlement to Remaining Assets

  1. The dissolution of the association may only be decided by an extraordinary general meeting of members that has been formally and properly convened for this purpose, by a two-thirds majority of all members.
  2. In the event of the association’s dissolution or the cessation of its tax-exempt purpose, the association’s assets shall be transferred to another tax-exempt entity, which must use them directly and exclusively for charitable purposes to support migrants and/or refugees.

§ 17 Management

  1. The management consists of one managing director. He/she is appointed by the Executive Board in accordance with § 30 BGB.
  2. The managing director manages the association’s day-to-day operations and coordinates the association’s governing bodies. To this end, the managing director is hereby authorized in writing by the board of directors. In all other respects, the provisions on representation and the granting of power of attorney set forth in §§ 164 et seq. BGB apply.
  3. § 181 BGB applies.
  4. He/she participates in board meetings in an advisory capacity.

§ 18 Entry into Force

These bylaws shall take effect upon entry in the registry of associations.
Berlin, June 23, 2024