Name and Location

• The association bears the name: “Eurafrican Alliance.”
• It shall be entered in the register of associations and shall then bear the suffix “e.V.”
• The association's registered office is in 75323 Bad Wildbad.

Purpose of the association

• The association pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code.
• The purpose of the association is development cooperation.

The main target group of the association:

• The main target group of the association's work is people in and from Nigeria and Africa as a whole. The close personal ties of the association's members in these regions are to be used to advantage in order to meet the needs of the affected residents and alleviate emergencies. Local assistance is to be provided through the personal work of the association's members and through carefully selected helpers.

The purposes of the association are realized in particular through:

• Supporting and financing the establishment and operation of agricultural projects to secure food and employment for the local population
• Designing regionally sustainable projects
• Supporting and financing the establishment and operation of training centers
• Supporting and financing kindergartens, play and recreational facilities for children and youth
• Financing school education for underprivileged children and youth
• Providing financial support to young adults, single mothers, widows, orphans, and families in need
• Supporting and financing the establishment of electricity and water supply systems as well as waste management
• Supporting and financing the development of road infrastructure and small-scale infrastructure projects

Altruism and Use of Funds

• The association acts selflessly; it does not pursue primarily commercial purposes.
• The association’s funds may be used only for its statutory purposes. Members shall receive no profit shares or other payments from the association’s funds in their capacity as members.
• No person may be favored by expenses unrelated to the purpose of the association or by disproportionately high remuneration.

Financial Year

• The association is established for an indefinite duration.
• The financial year is the calendar year.

Membership

• Membership may be granted to any natural or legal person or partnership.
• Applications for membership must be submitted in writing to the board.
• The board decides on the application at its discretion.
• Upon the board’s recommendation, the general assembly may admit extraordinary members. Persons who have rendered outstanding services to the association’s goals may be appointed as honorary members.
• In addition to regular and honorary members, supporting members may join. Supporting members have no voting rights but may contribute financially and ideologically. The board decides by simple majority whether supporting members may participate in association activities.

Rights and Duties of Members

• Each member has the right to use the facilities of the association and to participate in joint activities. Each member has equal voting rights at the general assembly. These rights are suspended if membership fees are in arrears § 8 Abs. 3.
• Each member is obliged to promote the association’s interests, pay membership fees regularly, and contribute to the association’s life to the best of their ability.
• Membership rights are personal and non-transferable.
• Members must promptly inform the board of any changes to their
  address, phone number, or email address.

Termination of Membership

• Membership ends upon death, expulsion, removal from the member list, withdrawal, or liquidation of a legal entity.
• Withdrawal must be declared in writing to the board and can only take effect at the end of the financial year, with a three-month notice period.
• A member may be removed from the member list by board resolution if they are in arrears with fees or contributions despite two written reminders. Removal does not exempt the member from paying outstanding contributions.
• A member may be expelled if they culpably violate the interests of the association in a serious way. Expulsion is decided by the general assembly after giving the member an opportunity to comment. The decision must be provided in writing and may be appealed within one month; the next general assembly decides finally.

Membership Fees

• Members shall pay annual membership fees.
• The amount and due date are determined by the general assembly.
• The board may waive or defer fees in justified cases.
• Honorary members are exempt from payment.

Organs of the Association

• The organs of the association are the Board, and the General Assembly.
• The general assembly may create additional committees or organizational units with special tasks

Board

• • The board consists of: the Chairperson, the Deputy Chairperson, the Treasurer, and the Secretary.
  • The association is legally represented under §26 BGB by the Chairperson and the Deputy Chairperson jointly.
  • Individual board members may sign project-related agreements on behalf of the association with prior board approval.
  • The Treasurer manages the association’s finances and has sole access to the bank account, reporting regularly to the board.
  • The treasurer reports regularly to the board
  • Members of the Board are elected by the General Assembly for a term of seven years. However, the members of the Board shall remain in office after the expiration of their term until new members have been duly elected. The General Assembly elects a Chairperson and a Deputy Chairperson. An extended Board (Treasurer, Secretary, and possibly additional members) may also be elected.
  • It is not permissible for one person to hold more than one position on the Executive Board.
  • Only members of the association may be elected to the executive committee. Each member of the executive committee shall be elected individually. The principles of secret and equal voting shall apply. The candidate who receives the majority of valid votes shall be elected. Re-election is permitted without restriction.
  • If a member of the Executive Board resigns prematurely, the Executive Board may elect a successor for the remainder of the resigning member's term of office.
  • The Executive Board is responsible for all matters concerning the Association, unless these are assigned to another body of the Association by the Articles of Association. In particular, it has the following tasks:
    • 1. Preparation and convening of the general meeting and setting the agenda;
      2. Implementation of resolutions passed by the general meeting;
      3. Accounting and preparation of the annual report;
      4. the management of the association's assets and the preparation of the annual report, as well as
      5. the admission of new members.
    • The positions on the association's executive committee are generally held on a voluntary basis. Necessary expenses and costs are reimbursed at a reasonable rate. In addition, the general meeting may decide that executive committee members shall receive appropriate remuneration for their work. The general meeting may delegate this task to a committee appointed by it.

Consultation and decision-making by the Executive Board

• • • The Executive Board shall meet as required. Meetings shall be convened by the Chair
      or, if he/she is unable to do so, by the Deputy Chair. A notice period of one week shall be observed.
      Meetings shall be convened by the Chair and notice shall be sent to each member of the Executive Board in writing or by electronic means. The Executive Board shall constitute a quorum if at least two members are present. Resolutions shall be passed by a majority of the valid votes cast. In the event of a tie, the chairperson shall have the casting vote.
    • A resolution of the Executive Board may be passed by written or electronic means if all members of the Executive Board declare their agreement to the resolution to be passed.
    • The decisions of the Executive Board shall be recorded in minutes. The minutes shall be signed by the secretary and the chairperson or another member of the Executive Board.
    • The Executive Board may adopt rules of procedure.
    • The Executive Board may appoint committees to deal with specific tasks.
      These positions may also be filled by individuals outside the Executive Board as well as external specialists.
    •   In matters falling within the remit of the Executive Board,
      the General Meeting may adopt recommendations to the Executive Board. For its part, the Executive Board may seek the opinion of the General Meeting on matters within its remit.

General meeting

• • • At least once a year, preferably in the third quarter, the Executive Board shall convene an ordinary general meeting. The meeting shall be convened in writing, giving two weeks' notice and stating the agenda.
    • The agenda shall be set by the Executive Board. Any member of the Association may submit a written request to the Executive Board for an addition to the agenda no later than one week before the General Meeting. The Executive Board shall decide on the request. The General Meeting shall decide on requests for the agenda that have not been accepted by the Executive Board or that are submitted for the first time at the General Meeting by a majority vote of the members present; this does not apply to requests concerning amendments to the Articles of Association, changes to membership fees or the dissolution of the Association.
    • A notice period of two weeks must be observed and the agenda must be announced with the invitation. In all other respects, the provisions applicable to the ordinary general meeting shall apply accordingly.

Resolution of the general meeting

• • • The general meeting shall be chaired by the chairperson of the executive committee.
      If the chairperson is not present, the meeting shall be chaired by his or her deputy or, if the deputy is also not present, by another member of the executive committee. If no member of the executive committee is present, the general meeting shall elect a chairperson from among its members.
    • Resolutions shall be passed by a simple majority, except for resolutions on amendments to the Articles of Association, which require a majority of three-quarters of the members present or duly represented. The method of voting shall be determined by the chair of the meeting. A vote shall be conducted in writing if one-third of the members present so request.
    • An extraordinary general meeting shall be convened by the executive committee if at least one-third of the members request this in writing or if the executive committee deems this necessary.
    • Every duly convened general meeting is valid regardless of
      Die Generalversammlung wählt einen Kassenprüfer, der nicht Mitglied des Vorstands sein darf. Der Kassenprüfer wird für eine Amtszeit von drei Jahren gewählt. Eine Wiederwahl ist nicht möglich.
    • The general meeting elects a cash auditor who may not be a member of the executive committee. The cash auditor is elected for a term of three years. Re-election is not possible.

Minutes of meetings

• • • Minutes shall be taken of the proceedings of the general meeting and the resolutions passed, and shall be signed by the minute-taker and the chair of the meeting. They shall contain the following information: the place and time of the meeting, the names of the chair of the meeting and the minute-taker, the number of members present, the agenda, the individual voting results and the type of vote. In the event of amendments to the Articles of Association, the exact wording shall be included in an appendix to the minutes. At the request of a member, a copy of the minutes shall be sent to that member.

Dissolution of the association, termination for other reasons, discontinuation of tax-privileged purposes

• • In the event of the dissolution of the association, the chairperson of the executive committee shall be the authorised liquidators, unless the general meeting appoints someone else for this purpose.
  • In the event of dissolution or termination of the association, termination for other reasons or discontinuation of tax-privileged purposes, the association's assets shall fall to a legal entity under public law or another tax-privileged corporation which shall use them directly and exclusively for the charitable promotion of development cooperation in Nigeria.
  • In the event of dissolution of the association, the general meeting shall decide on the specific recipient in its resolution on dissolution. 3.23