• 1 Name, Registered Office, and Fiscal Year

The association is named:

German-American Society of Celle e. V.

It is based in Celle and shall be entered into the association register at the District Court of Celle.

The fiscal year is the calendar year.

• 2 Objectives and Tasks of the Society

The German-American Society Celle aims to contribute to fostering and promoting friendly relations between the people of Germany and the USA.

It seeks to strengthen and further develop a mutual understanding between the two nations, characterized by tolerance, mutual respect, and peace.

The society is independent of any political party and religious denomination.

To achieve its objectives:

• It promotes the direct exchange of information and opinions;
• It supports cultural exchange, including the promotion of the English language;
• It facilitates direct connections between people of all social and professional backgrounds;
• It engages in other activities, such as encouraging economic contacts or participating in social projects. This includes organizing or facilitating events such as lectures, exhibitions, concerts, study trips, and other gatherings;
• It collaborates with other German-American societies.

The society exclusively and directly pursues charitable purposes as defined in the section “Tax-Privileged Purposes” of the German Tax Code.

It operates altruistically and does not primarily pursue its own economic interests. Its funds may only be used for purposes outlined in the bylaws. Members do not receive profit shares or any other benefits from the society’s funds. No person shall be favored through expenditures unrelated to the society’s purpose or through disproportionately high remuneration.

• 3 Membership

Natural persons, legal entities, and associations that recognize the objectives and tasks outlined in § 2 may become members. Membership requires a written application, and the board decides on admission by resolution.

Supporters and friends of the society can be individuals who, without becoming members, support the society materially and ideologically.

Membership terminates:

• By resignation;
• Upon the death of a natural person;
• Upon the dissolution of a legal entity;
• By expulsion.

Resignation is possible at the end of the calendar year.

• 4 Membership Rights

Membership entitles individuals to participate in the annual general meeting and in all events and activities conducted by the society, subject to the conditions set by the board in each case.

• 5 Expulsion of a Member

A member may be expelled by a resolution of the board if they:

• Damage the reputation or interests of the society;
• Fail to meet their contribution obligations beyond the end of the fiscal year.

Before a decision on expulsion is made, the member must be given the opportunity to be heard.

The expulsion must be communicated in writing to the member.

An expelled member has no claims against the society’s assets.

• 6 Contributions

Membership fees for natural and legal persons are determined annually by resolution of the general meeting.

• 7 Voting Rights and Eligibility in the General Meeting

Each member of the society has the right to vote in the general meeting. Voting rights can only be exercised personally. For legal entities and associations, the voting right is exercised by the legal representative. Each member has one vote.

All adult and legally competent members of the society are eligible for election. This also applies to legal representatives of legal entities and associations.

• 8 Governing Bodies of the Society

The governing bodies of the society are:

• The General Meeting;
• The Board.

• 9 General Meeting

The supreme governing body is the general meeting, which includes all members of the society.

The tasks of the general meeting include:

• Electing the board and auditors;
• Receiving the board’s activity report;
• Receiving the financial report and the auditors’ report;
• Deciding on the discharge of the board;
• Determining membership and support fees;
• Deciding on amendments to the bylaws and other tasks assigned to it by the bylaws;
• Deciding on the dissolution of the society.

An ordinary general meeting is held annually. It is convened in writing by the chairperson with a notice period of two weeks. The invitation must include the agenda, which must contain at least the following items:

• Activity report of the board;
• Financial report and auditors’ report;
• Discharge of the board;
• Elections, if necessary;
• Decisions on submitted motions;
• Setting membership and support fees;
• Amendments to the bylaws, if proposed.

The general meeting is quorate regardless of the number of members present.

It is chaired by the chairperson, or, if they are unavailable, by the deputy chairperson. If both are unavailable, the general meeting elects a chairperson for the meeting.

Elections and resolutions are passed by a simple majority. In the case of a tie, a motion is considered rejected. Bylaw amendments are only possible if listed on the agenda and require a 2/3 majority of members present.

Motions for the agenda can be submitted by members and the board and must be received in writing by the chairperson before the agenda is finalized.

Urgent motions may be submitted at the beginning of the general meeting and require a 2/3 majority of members present.

Extraordinary general meetings are convened as needed, either by board decision or upon a written request by a quarter of the members. The chairperson must convene the meeting immediately. Otherwise, the provisions for ordinary general meetings apply.

Minutes of the general meetings must be recorded.

The secretary is responsible for the accuracy of the minutes.

• 10 Board

The board consists of:

• The Chairperson;
• The Deputy Chairperson;
• The Treasurer;
• The Secretary;
• Three additional board members.

Board members are elected by the general meeting for a two-year term.

They remain in office until a new board is elected. If a board member leaves between annual general meetings, the board has the right to appoint an interim replacement.

If the chairperson is unavailable or resigns, the deputy chairperson assumes their duties until a new chairperson is elected at the next ordinary general meeting.

The board manages the day-to-day affairs of the society and is responsible for the administration and use of the society’s funds. The treasurer maintains the financial records.

Board resolutions are passed by a majority vote. In the event of a tie, the chairperson’s vote decides.

The society is legally represented by the chairperson.

• 11 Auditing and Auditors

The general meeting elects two auditors for a two-year term, alternating annually.

The auditors review the society’s finances, including the efficient and economical use of funds.

They present a report to the general meeting.

• 12 Dissolution

The society may be dissolved by a resolution of the general meeting with a notice period of four weeks.

The dissolution resolution requires a 3/4 majority of the votes cast.

In the event of dissolution, the chairperson, deputy chairperson, and treasurer act as liquidators.

Upon dissolution or if the society’s purpose ceases, the assets will go to the city of Celle, which must use them exclusively for charitable purposes as defined by the bylaws.

Celle, November 30, 1999.