ARTICLES OF ASSOCIATION

of the

“INTERNATIONAL JOURNALISTS ASSOCIATION”

§ 1 Name / Registered Office

1. The association shall bear the name: International Journalists Association.
2. The association shall be entered in the register of associations at the Local Court of Frankfurt. Upon registration, it shall add the suffix “eingetragener Verein” (registered association), abbreviated “e.V.”, to its name.
3. The registered office of the association is in Frankfurt am Main.

§ 2 Purpose

1. The International Journalists Association e.V., based in Frankfurt am Main, shall pursue exclusively and directly charitable purposes within the meaning of the section “Tax-Privileged Purposes” of the German Fiscal Code (AO).
2. The purpose of the association is to promote civic education and to provide assistance to persons persecuted on political, racial, or religious grounds, to refugees, displaced persons, and victims of criminal offences pursuant to Section 52 (1) Nos. 7 and 10 AO.
3. The purpose of the statutes shall be realized in particular through:
4. a) press and public relations work aimed at raising public awareness of issues relating to press and freedom of expression, encouraging action, and preventing or stopping serious violations of these freedoms,
5. b) organization of publicly accessible information events and peaceful activities (e.g. on World Press Freedom Day) to inform about press and freedom of expression and to draw attention to the repression of journalists and media representatives,
6. c) collection of information on restrictions of freedom of expression and freedom of the press, evaluation thereof, and subsequent dissemination, in particular in the form of studies, statistics, and reports,
7. d) support for journalists and media representatives persecuted or imprisoned due to the exercise of their profession, in the form of personal assistance and the arrangement of aid services.

§ 3 Non-Profit Status / Selflessness

1. The association shall act altruistically; it does not primarily pursue its own economic purposes.
2. Funds of the association may be used only for statutory purposes. Members shall not receive any benefits from the association’s funds.
3. No person may be favored by expenditures unrelated to the association’s purpose or by disproportionately high remuneration.

§ 4 Membership

1. The members of the association shall consist of regular members and supporting members.
2. Any natural or legal person as well as any association of persons who is particularly committed to the objectives of the association may become a regular member.
3. Any natural or legal person as well as any association of persons may become a supporting member. Supporting members generally support the association’s objectives by paying an annual membership fee and, if they so wish, by personal involvement. They have no voting rights.
4. Natural persons must have attained the age of 18 in order to become a member.
5. The applicant must submit a written application for admission to the Executive Board. In the case of natural persons, this application must contain the first name, surname, date of birth, profession, and address of the applicant. The application of a legal entity or association must contain its name, legal representation, purpose, address, and the names of the legal representatives.
6. The Executive Board shall decide on the admission of an applicant as a regular member. The result of the decision shall be communicated to the applicant in writing. Rejection of admission by the Executive Board is final and not subject to appeal. No right to admission exists. Reasons for rejection need not be given.
7. Membership begins on the day the letter of admission from the Executive Board is received. By declaring accession, the new member undertakes to recognize and observe the articles of association and those of the umbrella organizations to which the association itself belongs.
8. Membership ends by:
9. a) resignation, declared in writing to the Executive Board with one month’s notice to the end of a calendar quarter,
10. b) dissolution or annulment of members that are legal entities or associations,
11. c) death, in the case of a natural person,
12. d) removal from the membership list by the Executive Board in case of arrears in payment of contributions despite two unsuccessful reminders or if the member cannot be reached at the last notified contact address,
13. e) expulsion by resolution of the Executive Board for good cause after prior hearing and notification of the resolution to the member concerned. The Executive Board’s decision on expulsion is final.
14. The Executive Board shall set the membership fees in a schedule of contributions. The schedule must contain provisions on the due date of the fees. A graduated scale of contributions is permissible.

§ 5 Governing Bodies of the Association

The association has the following governing bodies:

1. a) the General Assembly,
2. b) the Executive Board,
3. c) any special representatives appointed.

§ 6 General Assembly

1. The General Assembly is the supreme body of the association and is responsible for the following matters:
2. a) receipt of the annual report of the Executive Board,
3. b) approval of the budget prepared by the Executive Board for the following financial year,
4. c) discharge of the Executive Board,
5. d) election or dismissal of members of the Executive Board as well as the election of two auditors,
6. e) resolutions on amendments to the articles of association and dissolution of the association,
7. f) all other tasks assigned to it by these articles of association.
8. An ordinary General Assembly shall be held once a year. The agenda shall be determined by the Executive Board.
9. The Executive Board shall convene the General Assembly in writing by letter, e-mail, or fax to the last notified address, stating the agenda, with a notice period of 14 days.
10. The Executive Board must convene extraordinary General Assemblies whenever required in the interest of the association or when requested in writing by one quarter of the members. The notice period shall be 14 days.
11. The General Assembly shall constitute a quorum if at least one fifth of the regular members are present.
12. Unless otherwise provided in these articles, the General Assembly shall adopt resolutions by simple majority of members present. Each member has one vote.
13. Minutes shall be taken of every General Assembly, containing at least the wording of the resolutions and the results of the votes. The minutes shall be signed by the members of the Executive Board. An attendance list should also be attached.
14. The General Assembly is not open to the public. The Chair of the Executive Board decides on the admission of guests.

§ 7 Executive Board and Special Representatives

1. The Executive Board shall manage the association under its own responsibility. It shall conduct the affairs of the association in accordance with the law and these articles. In particular, it is responsible for:
2. a) conducting the day-to-day business in accordance with resolutions of the General Assembly,
3. b) administration of the association’s assets,
4. c) bookkeeping,
5. d) preparation of the annual report,
6. e) preparation, convening, and holding of the General Assembly,
7. f) possible expulsion of members,
8. g) conclusion and termination of employment contracts with employees,
9. h) transmission of resolutions amending the articles to the competent tax office,
10. i) all other tasks assigned to it by law or these articles.
11. The Executive Board consists of three to seven persons, each elected by the General Assembly for a term of two years. A retiring member remains in office until a new election or re-election takes place. Only members of the association may become members of the Executive Board.
12. The members of the Executive Board shall elect from among themselves a Chairperson and two Deputy Chairpersons. These constitute the Executive Board within the meaning of § 26 BGB. They represent the association in and out of court, each with sole power of representation. The internal allocation of responsibilities and the exercise of representation rights may be regulated in rules of procedure adopted by the Executive Board.
13. The power of representation of the Executive Board within the meaning of § 26 BGB shall be restricted vis-à-vis third parties to the effect that transactions exceeding the value of EUR 10,000 or transactions involving real property and rights equivalent to real property may only be carried out with the prior consent of the Executive Board.
14. Executive Board members who do not belong to the Executive Board within the meaning of § 26 BGB shall bear the title “assessors”.
15. The Executive Board may adopt rules of procedure, in which it may also allocate areas of responsibility among its members.
16. Individual or all members of the Executive Board may receive appropriate compensation or remuneration – including lump sums – for their work, as decided by the Executive Board with the affected members abstaining from the vote.
17. The Executive Board may appoint special representatives within the meaning of § 30 BGB (“managing directors”) for certain transactions, in particular specific areas of the association, and regulate details in rules of procedure.

§ 8 Amendments to the Articles of Association and Dissolution / Succession Clause

1. Amendments to the articles of association and amendments to the purpose require a three-fourths majority of the votes cast.
2. The dissolution of the association can only be resolved in a General Assembly convened for this purpose. Adoption of the resolution requires a three-fourths majority of the votes cast, but at least half of all members’ votes.
3. Upon dissolution or annulment of the association or in the event of the cessation of tax-privileged purposes, the assets shall pass to the German Red Cross, District Association Frankfurt am Main e.V. (AG Frankfurt a.M., VR 6466), which shall use them directly and exclusively for charitable purposes.