Final version of the statutes of focus-europa e.V.

§ 1 Name and registered office

The association bears the name ‘focus-europa e.V. – Society for the Promotion of Regional and Supranational Cultural Exchange in the Fields of Fine and Visual Arts – Art without Borders.’ It has its registered office in Neudrossenfeld/Upper Franconia and is entered in the register of associations at the Bayreuth Local Court. 

§ 2 Purpose

1. The purpose of the association is to promote cultural exchange in Europe, in particular the presentation, promotion and bringing together of culture in the fields of the fine arts (e.g. music, literature, theatre, new media) and the visual arts (e.g. painting, graphic art, photography, sculpture, architecture) in Upper Franconia and their exchange with other regions in Europe through:

• Training programmes such as seminars, courses and workshops by recognised artists and lecturers

• Audience-oriented events (both national and international) such as exhibitions, concerts, theatre and symposia

• Cooperation with artists, associations, private institutions and public bodies, provided they pursue the same goals. Networking and coordination with these parties is sought. 

2. In order to achieve the objectives set out in its statutes, the association is particularly active in the following areas:

• Recruiting, preparing and placing artists for active participation in events through lectures, readings, concerts and exhibitions, as well as further training for those interested in art

• Educational measures with a special focus on young artists

• Formation of Europe-wide networks to promote artistic and cultural exchange

• Financing of and participation in regional and international events

• General public relations work.

3. The association pursues exclusively and directly charitable purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code. The purposes set out in the Articles of Association are financed by membership fees, public subsidies, the collection of donations and the proceeds from the association's funds.

§ 3 Selflessness and use of funds

1. The association acts selflessly; it does not primarily pursue its own economic purposes.

2. The association's funds may only be used for purposes in accordance with the Articles of Association. 

3. No person may benefit from expenses that are not related to the purpose of the association or from disproportionately high remuneration.

4. All members of the association's bodies work on a voluntary basis. 

§ 4 Membership

1. The membership of the association consists of artists and supporting members. Members who have been accepted as artists or subsequently appointed have – in addition to the rights and obligations to which all members are entitled – the rights and obligations set out in § 4 No. 3 of these Articles of Association. 

2. Natural persons or legal entities under civil and public law may become members of the association.

3. All members shall undertake to contribute to the achievement of the association's statutory objectives and to enhance the reputation of the association. In particular, the artists of the association shall actively contribute to the achievement of the association's purpose through their works. Supporting members contribute to the fulfilment of the association's purpose by participating in the association's activities, for example by taking on administrative and logistical tasks, providing advertising support, assisting with individual projects and through their membership fees. 

4. Membership is acquired by submitting a written application for membership and its acceptance by the executive committee. The application for membership must state whether the applicant wishes to join as an artist or as a supporting member. The executive committee decides on admission as a supporting member by a majority vote. 

5. The decision on the admission of an artist is made by the relevant advisory board in consultation with two experts (admission committee); a majority vote is required. The experts must be approved by the executive committee. The admission committee submits its decision to the executive committee for approval. If no majority vote is reached, the admission decision is referred back to the admission committee. If the voting behaviour does not change even after renewed voting, the admission candidate is rejected.

6. A supporting member may, upon application, be appointed by the executive committee as a member with the status of an artist. Section 4 No. 5 of these statutes applies accordingly to the decision of the executive committee. 

7. Membership as an artist also includes the right and obligation to present one's own works within the framework of events or projects organised by the association in accordance with § 2. The jury convened by the executive committee decides on participation in individual cases.

8. Membership shall end:

a) upon death,

b) upon written notice of resignation at the end of the year,

c) upon formal expulsion by the executive committee if the member has grossly violated the interests of the association,

d) upon resolution by the executive committee if a member has not paid the annual membership fee after three written reminders. 

§ 5 Membership fees

The general meeting shall decide on the amount and due date of membership fees.

§ 6 Organs of the association

The organs of the association are:

a) the general meeting

b) the executive committee

c) the advisory board

d) the board of trustees

§ 7 The general meeting

1. A general meeting shall be held at least once a year. 

2. The general meeting is the highest body of the association. It shall be convened by the executive committee by simple letter or electronically, stating the agenda. Members shall ensure that the executive committee has their current postal and/or electronic address. The invitation must be sent four weeks before the general meeting, whereby the date of posting or sending the email is decisive for meeting the deadline. Urgent motions for the agenda must be submitted to the executive committee in writing at least 14 days before the general meeting. 

3. Voting rights may be transferred to other members entitled to vote. The authorised member must submit a written proxy form. This may also be done by email. A member entitled to vote may not hold more than two proxies. Proxies do not apply to urgent motions. 

4. An extraordinary general meeting may be convened at any time at the request of one third of the members. In this case, the executive committee is obliged to convene an extraordinary general meeting within two weeks with the notice period specified in No. 2. 

5. The general meeting is responsible in particular for the following matters:

- Election and dismissal of the members of the executive committee

- Election and dismissal of the cash auditors, who may not be members of the executive committee

- Passing resolutions on amendments to the Articles of Association and on the dissolution of the Association

- Acceptance of the annual report of the Executive Committee and discharge of the Executive Committee

6. The General Meeting shall constitute a quorum regardless of the number of members present, provided that it has been duly convened. Resolutions of the General Meeting shall be passed by a simple majority of the members present. 

7. If at least one member present requests a written and secret ballot, this request must be complied with. 

8. Amendments to the Articles of Association require the approval of 3/4 of the members present at the General Meeting. § 7 No. 5 does not apply to resolutions on amendments to the Articles of Association. 

9. The dissolution of the association can only be decided upon in a special extraordinary general meeting convened for this purpose with six weeks' notice and with a majority of three quarters of the members present. § 7 No. 5 does not apply to the resolution to dissolve the association. The meeting also decides on the type of liquidation. 

10. Minutes of the results of the general meeting must be taken. These minutes must contain:

a. Date, place and time of the meeting

b. Names of the board members present

c. Agenda and motions

d. Results of the vote, wording of the resolutions passed

The minutes must be signed by the chairperson and the minute-taker. 

§ 8 The Executive Committee

1. The Executive Committee consists of the Chair, up to four Deputy Chairs, the Treasurer and the Secretary. They must be members of the Association. 

2. The Association is legally represented by two members of the Executive Committee acting jointly. 

3. The members of the executive committee are elected by the general meeting for a term of three years. They remain in office until the next election. A member of the executive committee may also be dismissed prematurely by resolution of the general meeting. A resolution on premature dismissal requires a majority of 2/3 of the votes of the members present at the general meeting to be effective. 

4. The Executive Committee shall pass its resolutions at Executive Committee meetings, which shall be convened informally by the Chair or, if the Chair is unable to do so, by one of the Deputy Chairs. If necessary, the Executive Committee meeting may also be held in the form of a telephone or video conference. The Executive Committee shall constitute a quorum if at least half of its members are present. The meetings of the Executive Board shall be chaired by the Chair or, in his or her absence, by one of the Deputy Chairs. Minutes of the results of each Executive Board meeting shall be taken. Section 7 No. 9 shall apply accordingly.

5. The Executive Board shall conduct its business on a voluntary basis and shall adopt rules of procedure for itself. 

6. Executive Committee: The Executive Committee is responsible for all matters concerning the association, unless these are assigned to the General Meeting by the Articles of Association. In particular, it is responsible for implementing projects in accordance with § 2 for ‘focus – europa e.V.’. It also has the following tasks:

- Approval of the annual budget and establishment of guidelines for the use of the association's funds;

- Appointing an independent auditor, unless two auditors are elected by the general meeting;

- Preparing an annual report;

- Passing resolutions on the admission, removal and exclusion of members;

- Preparing and convening the general meeting, setting the agenda and implementing the resolutions of the general meeting. 

7. Advisory boards: In order to effectively promote, support and coordinate the areas of fine and visual arts specified in § 2.1, the executive committee shall appoint advisory boards from among its members for a term of three years, which shall support the association's work in accordance with the association's purpose in the respective areas. Further details are regulated by the rules of procedure of the executive committee. 

8. Board of Trustees: A board of trustees consisting of up to six members shall be appointed to support and advise the executive committee on fundamental matters concerning the association. Each member of the Board of Trustees is appointed individually by unanimous decision of the Executive Board for a term of three years. Representatives from politics, administration, churches, science, business and culture should be given particular consideration. Persons who are not members of the association may also be appointed to the Board of Trustees. 

9. Projects: The following applies to the preparation and selection of projects within the meaning of § 2:

10. Proposals for projects within the meaning of § 2 may be submitted by any member, advisory board, board of trustees or executive committee. Proposals must be made in writing. They should briefly describe the project within the meaning of § 2, its preparation, organisation and implementation, and propose the group of participants and the project manager for the respective project.

11. Each project proposal must be accompanied by a coherent financing proposal.

12. The executive committee reviews and evaluates the project proposals and submits them to the association jury for discussion and decision-making. Incomplete project proposals may be returned to the proposer for revision. 

13. The association jury is made up of the advisory board members, project managers, and curators. It meets at least every six months, or more often if needed. It decides which of the proposed projects should be carried out in accordance with § 2. The rules of procedure of the executive committee apply to the meetings of the association jury. In its decisions, the association jury shall take into account, above all, the compatibility of the proposed projects with the association's goals and purposes, as well as their financial viability against the backdrop of long-term sustainable association management.

14. The executive committee may only carry out projects that have been approved by the association jury. The executive committee may reject a project if the compatibility of the proposed project with the association's goals and purposes and its financial viability against the backdrop of long-term sustainable association management cannot be guaranteed.

15. For projects within the meaning of § 2, the executive committee may also appoint project managers who are responsible for the implementation of the projects. The executive committee may grant the project managers limited power of attorney in terms of amount and content to represent them, insofar as this is necessary for the implementation of the project. Further details are specified in the rules of procedure of the executive committee.

§ 9 Financial year

The financial year is the calendar year.

§ 10 Liquidation

In the event of the dissolution of the association or the discontinuation of tax-privileged purposes, the association's assets shall fall to the municipality of Neudrossenfeld, which must use the assets for tasks in the field of public education or for charitable cultural purposes. For decisions on the use of the association's remaining assets, the opinion of the tax office must be obtained in advance. 

§ 11 Final provisions

Should individual provisions of the Articles of Association or any provision incorporated therein in the future prove to be wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In such a case, the invalid or unenforceable provision shall be reinterpreted or supplemented by resolution of the members in such a way that the purpose intended by the invalid provision is achieved, taking into account the statutory provisions. The same shall apply if a gap in the Articles of Association that requires supplementation becomes apparent during the implementation of the Articles of Association.

§ 12 Miscellaneous

Unless otherwise specified in these Articles of Association, the statutory provisions shall apply. In the event of any inconsistency between the German and English versions of the Articles of Association, the German version shall prevail.

Confirmation

The original Articles of Association were established on 15 January 2005 in Neudrossenfeld. The statutes in their current form were adopted at the general meeting on 17 March 2018 in Neudrossenfeld. The association is entered in the register of associations of the Bayreuth Local Court under VR No. 10508.