Disclaimer: This is an automatically generated translation. The official, legally binding version (in German) can be found here.
§ 1 Name, Registered Office, Financial Year
(1) The name of the association is ‘AORTA’. It is to be entered in the register of associations and, following registration, shall bear the suffix ‘e.V.’.
(2) The financial year is the calendar year.
(3) The association has its registered office in Kleve.
(4) The Executive Committee, within the meaning of § 26 of the German Civil Code (BGB), consists of three persons (Chairperson, Vice-Chairperson, Treasurer) and represents the Association both in and out of court. Representation is exercised jointly by two members of the Executive Committee.
§ 2 Purpose of the Association, Non-profit Status
(1) The Association pursues exclusively and directly non-profit purposes within the meaning of the section ‘Tax-privileged Purposes’ of the German Fiscal Code.
(2) The purpose of the association is the promotion of art and culture.
(3) The purpose set out in the Articles of Association is realised in particular through the organisation of large-scale interdisciplinary cultural events, the use of vacant shop premises in Kleve town centre, and the establishment of an ‘Open Space’ as an intercultural meeting place and venue for events.
(4) The association operates on a non-profit basis; it does not primarily pursue its own economic interests. The association’s funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any payments from the association’s funds. No person may benefit from the association’s purpose through the reimbursement of third-party expenses or through disproportionately high remuneration.
(5) The General Meeting may, by a simple majority, adopt and amend association regulations (e.g. membership fee regulations, rules of procedure) to implement the purposes set out in the Articles of Association. The Executive Committee may issue implementing provisions in this regard, provided the General Meeting authorises it to do so.
§ 3 Acquisition of Membership, Membership Fees
(1) Any natural or legal person may become a member of the association.
(2) An application for membership must be submitted in writing (plain text is sufficient) to the Executive Committee. The Executive Committee shall decide on admission. Rejections are only permissible on objective grounds and must be briefly justified. The applicant may, within one month, have the decision reviewed by the General Meeting.
(3) Members pay an annual subscription. The General Meeting shall determine the amount and due date of the subscription.
§ 4 Termination of Membership
(1) Membership shall terminate
· in the case of natural persons, upon death;
· in the case of legal entities, upon loss of legal capacity;
· upon resignation;
· upon expulsion.
(2) A member may resign by giving written notice to the Executive Committee. Resignation is possible with two weeks’ (10 working days’) notice to the end of the relevant month.
(3) A member may be expelled for good cause if the continuation of their membership is unreasonable for the Association or its members (e.g. gross breach of duty, significant detriment to the Association’s interests). The General Meeting shall decide on expulsion by a three-quarters majority; in serious cases, the Executive Committee may provisionally suspend the member’s membership pending the General Meeting’s decision. Such good cause shall be deemed to exist in particular where the member has acted in gross contravention of the association’s interests despite having been warned. The member must be given the opportunity to be heard prior to their expulsion. The member may appeal against the expulsion to the next ordinary General Meeting within one month of receiving the notice of expulsion; the General Meeting shall then make a final decision.
(4) By applying for membership, members accept the provisions of the Articles of Association and the Association’s other regulations. Members are obliged to support the Association’s objectives and interests and to comply with the resolutions and instructions of the Association’s governing bodies. Members are obliged to provide the Executive Committee with a postal address to which legal notices may be served, as well as an email address, and to inform the Executive Committee immediately of any change to their name and/or address details.
§ 5 Organs of the Association
The organs of the Association are:
· the Executive Committee
· the General Meeting
· the Plenary Assembly
The General Meeting is the supreme organ of the Association; it appoints and supervises the Executive Committee, and resolves on amendments to the Articles of Association and the dissolution of the Association. The Plenary Assembly is responsible for substantive, organisational and conceptual work; the Plenary Assembly only takes binding decisions insofar as the General Meeting or the Executive Committee has delegated tasks to it.
§ 6 The Executive Committee
(1) The Executive Committee consists of
· the First Chair
· the Second Chair
· the Treasurer
The Executive Committee, within the meaning of § 26 of the German Civil Code (BGB), consists of these three persons.
(2) Two members of the Executive Committee acting jointly are authorised to represent the Association. By resolution of the General Meeting, members of the Executive Committee may be exempted from the restrictions set out in § 181 of the German Civil Code (BGB).
(3) The Executive Committee manages the affairs of the Association and represents it in all matters, both in and out of court. In addition, it has the following tasks in particular:
· Preparing and convening the General Meeting, and drawing up the agenda
· Implementing the resolutions of the General Meeting and the plenary session
· Keeping the accounts
· Drawing up the budget, the annual accounts and the annual report
· Implementing the resolutions passed by the General Meeting
· Amendments to the Articles of Association made to comply with mandatory regulatory requirements are limited to editorial adjustments.
(4) The members of the Executive Committee are elected by the General Meeting for a term of two years. Election requires a majority of the valid votes cast. Only members of the association are eligible for election. Re-election is permitted. The members of the Executive Committee are elected by the General Meeting in separate ballots for each office. Incumbent members of the Executive Committee remain in office after the expiry of their term until their successors have been elected. If a member of the Executive Committee resigns before the end of their term of office, the remaining members of the Executive Committee may co-opt a replacement member onto the Executive Committee until the next General Meeting. A maximum of two Executive Committee members may be co-opted.
(5) Members of the Executive Committee serve in an honorary capacity. They are entitled to reimbursement of reasonable expenses incurred. The General Meeting may resolve to pay reasonable remuneration of up to 840 euros per annum to individual or all members of the Executive Committee. Such remuneration must comply with tax regulations and be decided upon transparently.
(6) The Executive Committee passes its resolutions at Executive Committee meetings by a majority of the Executive Committee members present, unless the Articles of Association stipulate otherwise. The Plenary and the General Meeting may delegate specific tasks to the Executive Committee. Executive Committee meetings are convened in writing by the First Chairperson or, if the First Chairperson is unable to do so, by the Second Chairperson. A notice period of one week applies. Meetings may take place as virtual meetings (video or telephone conference).
The Executive Committee has a quorum if at least two members of the Executive Committee, including the First Chair, the Second Chair or their deputies, are present. Resolutions are passed by a majority of the Executive Committee members present. Resolutions by circulation in writing are possible if all members of the Executive Committee agree to this form of voting.
(7) Members of the Executive Committee shall be liable to the Association only for intentional or grossly negligent conduct. If claims are made against members of the Executive Committee by third parties in connection with their duties on the Executive Committee, the Association shall indemnify the affected member of the Executive Committee against such claims, provided that the member did not act intentionally or with gross negligence.
§ 7 Audit
The General Meeting shall elect one person as auditor for a term of one year. This person may not be a member of the Executive Committee. Re-election is permitted. The auditor shall audit the accounts, including the books and supporting documents, at least once during the financial year, checking both the substance and the calculations, and shall report in writing to the Executive Committee and the General Meeting. The auditor is bound to confidentiality; the Executive Committee must make all necessary documents and information available.
§ 8 Ordinary General Meeting
(1) The General Meeting shall take place once a year.
(2) It may be held as an in-person, virtual or hybrid meeting. Where a hybrid or virtual General Meeting is convened, the invitation shall specify how members may exercise their rights via electronic communication. The dial-in details shall be provided no later than 24 hours before the start of the meeting.
(3) The meeting shall be convened in writing or by email by the Executive Committee, setting out an agenda, with two weeks’ notice. The notice period begins on the day the notice is sent. Motions to amend the agenda must be submitted one week in advance. Any amendments shall be announced at the start of the meeting.
(4) The General Meeting shall constitute a quorum if at least one third of the members are present. If this number is not reached, a second meeting may be convened, which shall constitute a quorum regardless of the number of members present; this must be stated in the invitation.
(5) In principle, decisions are taken by a majority of the valid votes cast. Amendments to the Articles of Association and resolutions concerning a change of purpose or dissolution require a majority of three-quarters of the members present. Each member has one vote. The right to vote may be exercised in person or by written proxy. Minutes of the resolutions must be drawn up and signed by the chair of the meeting and the minute-taker.
(6) The candidate who receives the majority of valid votes cast is elected. If no candidate achieves a majority in the first ballot, a further ballot (a run-off, if necessary) shall take place.
(7) The General Meeting is responsible, amongst other things, for:
· the election and dismissal of members of the Executive Committee
· the election of the auditor
· the approval of the budget drawn up by the Executive Committee
· accepting the annual report and discharging the Executive Committee
· setting the amount and due date of membership fees
· passing resolutions on amendments to the Articles of Association and the dissolution of the Association
(8) The General Meeting shall be chaired by the First Chairperson or, if they are unable to attend, by their deputy or the Treasurer. If none of these are present, the meeting shall appoint a chairperson. The chairperson of the meeting shall appoint a minute-taker.
§ 9 Extraordinary General Meeting
An Extraordinary General Meeting shall be held if the interests of the Association so require or if 20 per cent of the members submit a written request to the Executive Committee. The Executive Committee shall then issue an invitation within 20 working days; the invitation must be issued within the first 5 working days. The rules governing the ordinary general meeting shall apply accordingly.
§ 10 The Plenary Meeting
(1) The plenary meeting shall take place as required, at least every 4 weeks, as an in-person event.
(2) Participation is open to all members. It shall be chaired by a moderator elected at the previous plenary meeting.
(3) The meeting is convened in writing or by email by the chairperson at least 5 working days before the date. The agenda is also announced. Should any additional items arise in the meantime, these will be announced at the start of the meeting.
(4) The plenary meeting is responsible for:
· Tasks relating to the measures set out in § 2(3) (organisation, curation, idea development)
· Delegating tasks to members, groups or the Executive Committee
The Plenary Session may only take binding decisions if the General Meeting or the Executive Committee expressly delegates such authority to it.
(5) The Plenary Session has a quorum if at least five members are present.
(6) Resolutions are passed by a majority of the votes cast by those present. Each member has one vote; proxy voting is permitted. Minutes must be taken of the resolutions.
§ 11 Dissolution of the Association
In the event of the dissolution or winding-up of the Association, or in the event that its tax-privileged purposes cease to exist, the Association’s assets shall pass to a legal entity under public law or another tax-privileged body for the purpose of promoting art and culture through large-scale interdisciplinary cultural events. The dissolution of the Association and the allocation of its assets shall be decided by the General Meeting with the majority specified in § 8 (5).
Kleve, 20 October 2025