Galerie Schluh becomes Schluh.art eV
by Markus Lippeck
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association statutes
- 1 Name and registered office
- The association, founded on April 1, 2024 , is called Schluh.art
- The association should be registered in the register of associations. From the time of registration, the association will carry the additional designation “eV”
- The association is based in Worpswede.
- The association’s financial year is the calendar year.
- 2 Purpose of the Association
The Schluh.art eV art association , based in Worpswede, exclusively and directly pursues non-profit purposes within the meaning of the section "Tax-privileged purposes" of the tax code. The purpose of the corporation is to promote art, to make the visual arts, especially contemporary art, known and to promote a broad public understanding of the work and problems of artists.
Other areas include cultural studies, development cooperation, art education and the acquisition, maintenance and accessibility of artists' estates.
The association also wants to encourage art collecting.
The purpose of the statutes is realized in particular through exhibitions, other events and the offering of annual gifts.
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The aim and purpose according to Section 52 AO are listed in detail below:
- the promotion of science and research; (Section 52, Paragraph 2, No. 1 AO)
- the promotion of art and culture; (§ 52 para. 2 no. 5 AO)
- the promotion of education, general and vocational training, including student assistance; (§ 52 para. 2 no. 7 AO)
- The promotion of international spirit, tolerance in all areas of culture and the idea of international understanding (§ 52 para. 2 no. 13 AO)
- the promotion of development cooperation; (Section 52, Paragraph 2, No. 15 AO)
- To achieve this goal, the association sets itself the following tasks:
- Conducting art classes for children and adults.
- Exhibitions, other events and the offer of annual gifts.
- Carrying out cultural educational events such as readings, performances, music events and workshops.
- Organising events that serve to further educate and promote the understanding of art and culture and thereby contribute to social development.
- Administration, preparation and exhibition of artists' estates.
- Implementation of intercultural and international projects and encounters that promote participation and integration.
- Organization of symposia, conferences and competitions.
- 3 Non-profit status
The corporation operates selflessly; it does not primarily pursue its own economic interests. The corporation's funds may only be used for statutory purposes. The members do not receive any donations from the corporation's funds. The association does not seek to make a profit. If profits are nevertheless made, they may only be used for statutory purposes. The members do not receive any share of the profits and, in their capacity as members, do not receive any other donations from the association's funds. No person may be favored by expenses that are unrelated to the corporation's purpose or by disproportionately high remuneration.
- 4 Membership
Anyone who agrees with the aims of the association and agrees to pay the annual membership fee can become a member of the association. Applications for membership must be submitted in writing to the association's office. The board can only refuse membership in justified cases. The reasons must be communicated to the applicant. Membership begins with written confirmation of admission.
- 5 Termination of membership
- Membership ends through resignation, exclusion, death or termination of membership.
- Resignation must be declared in writing to a member of the Board of Directors and is only permitted at the end of a calendar year and with a notice period of three months.
- Members whose behavior grossly violates the interests of the association can be excluded from the association. The general meeting decides on the exclusion of the members concerned.
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The resigned or excluded member has no claim to the association’s assets.
- 6 membership fees
The association charges annual membership fees in accordance with a membership fee regulation.
- 7 honorary members
The general meeting may appoint persons who have made a special contribution to the association as honorary members with a simple majority of those present who are entitled to vote. They have one vote and are exempt from paying membership fees.
- 8 Rights of Members
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All members have the same rights and obligations and one vote. Members are entitled to:
a) to participate in elections and voting.
b) to – as a rule – freely participate in the association’s own events.
c) to receive annual gifts.
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The art association has the following members:
a) Junior members who only have voting rights from the age of 18
b) individual members,
c) Partner members, the partner membership consists of two individual memberships and grants each partner member the rights of an individual member,
d) artist members,
e) company members,
f) Honorary members according to § 7.
- 8 bodies of the association
Organs of the association are
- The Board of Directors
- The general meeting
- 9th General Meeting
- The ordinary general meeting takes place once a year.
- An extraordinary general meeting will take place if the interests of the association so require or if at least 1/10 of the members request it in writing, stating the purpose and reasons.
- The general meeting is convened by the board in writing or in text form by email, stating the agenda. The notice period for each general meeting is 2 weeks.
- The general meeting is chaired by a board member. If none of the board members is present, the meeting will elect a chairperson by a simple majority of the votes cast. The chairperson of the meeting will appoint a secretary.
- Any general meeting that has been duly convened shall have a quorum regardless of the number of members actually present.
- The resolutions of the General Meeting are passed by a simple majority of the valid votes cast.
- Any change to the statutes and the purpose of the association requires a majority of ¾ of the valid votes cast.
- Minutes must be taken of the decisions of the general meeting. The minutes must be signed by the chair of the meeting and the secretary.
- Applications can be submitted by:
- every adult member
- by the board
- 10 Voting Rights and Eligibility
- Members who have reached the age of 18 have the right to vote and to stand for election.
- The legal representatives of the minor members have the right to vote until the minor reaches the age of 18.
- 11 board members
- The board of directors within the meaning of Section 26 of the German Civil Code (BGB) consists of the chairperson, the first deputy chairperson and the second deputy chairperson.
- The board manages the association's business in accordance with the statutes and the resolutions of the general meeting. The board organizes and monitors the association's affairs, the activities of the departments and reports on its activities to the general meeting.
- The Board of Directors is authorized to form committees for specific purposes. The Board of Directors can issue binding regulations.
- The Board of Directors takes its decisions in meetings by a simple majority of the votes cast.
- The members of the board are elected for a period of three years. They remain in office until a new board is elected.
- The association is represented in court and out of court by two of the above-mentioned board members jointly.
- 12 Dissolution of the Association
- The dissolution of the association can be decided at an ordinary or extraordinary general meeting with a majority of ¾ of the votes cast.
- Unless the General Meeting decides otherwise, the Chairman and the Deputy Chairman are jointly authorized liquidators.
- If the association is dissolved or abolished or if tax-privileged purposes no longer apply, the association's assets will be transferred to a legal entity under public law or to another tax-privileged corporation for use in promoting art and culture.
- 13 Amendment to the Articles of Association
- Applications to amend the statutes must be submitted to the board in writing. They must be announced to the members together with the agenda when the general meeting is called.
- Any change to the statutes and the purpose of the association requires a majority of ¾ of the valid votes cast.
- 14 Electronic communication and agreement on text form
- All communication both within the association and all its committees as well as towards third parties (including members, future and former members) may also take place by means of electronic communication.
- To the extent that written form is required under these Articles of Association, text form may also be chosen in all cases (Section 127 of the German Civil Code).
- The provisions of Sections 126 Paragraph 3, 126a and 126b of the German Civil Code (BGB) apply.
- 15 Tax Office – Register of Associations
If parts of the statutes are objected to by the tax office or the association register, the board of directors is authorized to amend them in order to remedy the objection.
- 16 Entry into force
The statutes in their current form were adopted by the general meeting of the Schluh.art association on July 29, 2024 and will come into force after registration in the association register.
Updated and amended version of the Articles of Association dated 01.04.2024
Worpswede, July 29, 2024