Articles of Association

Transcription

1 Greenpeace e. V. Articles of Association This translation from the German original is for convenience only and may not be used for legal interpretation purposes. Only the original German version is authoritative. 1 Name, Headquarters 1. The Association carries the name Greenpeace e. V. [e. V. = eingetragener Verein = registered association]. It is registered with the Association Register of the District Court of Hamburg under the number It has local volunteer groups and national special groups (together: Greenpeace groups ) and can operate regional offices. 2. The Association has its legal domicile in Hamburg. 3. The business year is the calendar year. 2 Purpose 1. The purpose of the Association is to promote protection of the environment and animals, to foster peace and to support intercultural understanding. As an internationally active ecological organisation, Greenpeace raises awareness of environmental problems, especially those of a global nature, in order to prevent damage to or destruction of the natural life support base of humans, animals and plants. Greenpeace represents the interests of consumers in the context of environmental protection. Moreover, Greenpeace is committed around the world to peace and international understanding. The Association may raise funds for the realisation of these taxprivileged purposes by other tax-privileged entities and entities governed by public law. It may also participate in tax-privileged entities or become a member of such an entity or set up nonprofit-making foundations. In pursuit of its purposes under these Articles, the Association can establish or participate in companies and grant licences. Without exception any such commercial activity of the Association is subordinated to the ideal purposes of the Association. 2. The purpose of these Articles shall be put into effect in particular through non-violent actions, public relations work and lobbying,

2 as well as through educational and advisory activities, as well as by transferring funds to Stichting Greenpeace Council with its legal domicile in Amsterdam ( 13) or to associated Greenpeace organisations in other countries and also to other tax-privileged entities. 3. The Association shall pursue exclusively and directly non-profitmaking purposes within the meaning of tax-privileged purposes of Germany s General Tax Code. The action of the Association is altruistic; it does not primarily pursue its own commercial interests. It can receive and distribute donations. The funds of the Association may only be used for the purposes of the Association under these Articles. Such donations and other contributions from third parties directly accrue to the assets of the Association which are explicitly determined therefor. No person shall benefit from disbursements that are contrary to the purpose of the Association or from disproportionately high payments. Members shall not receive any payments from Association funds on the basis of their membership. 3 Members 1. In the Federal Republic of Germany many people feel a connection to the aims of Greenpeace and support the Association in different ways. 2. The Association has: a) supporting members ( 4 para. 1); b) volunteer members ( 4 para. 2); c) voting members ( 4 paragraphs 3 to 11). 4 Acquiring Membership 1. Any person who subscribes to the purposes of the Association and makes a regular contribution can become a supporting member. Supporting membership commences with a declaration made to the Association. 2. Any person who engages in the aims of Greenpeace through active collaboration in one of the Greenpeace groups over a certain period of time can become a volunteer member. This also applies to supporting members and non-supporting members. When a member has been accepted by the leadership (coordinators) of the Greenpeace group, the Executive Directorship, or an authorised representative, each volunteer member obtains authorisation from the Greenpeace group to which it belongs to access the Greenpeace online platform in the technical format in which it exists at that time ( online platform ). If access authorisation is refused by the coordinators of the Greenpeace group or an authorised representative, an application can be made for a decision from the Executive Directorship ( 11) within one month of the refusal. This decision shall be final and binding. 3. A voting member can become any person who is at least 18 years of age who commits to non-violence and responsibility for the environment, nature and other humans, who behaves independently of a political party, holds no prominent position in a political party, has no conflicts of interest by reason of activities for any government or economic or political interest group and who has ultimately shown in the past that he/she has actively worked towards the purposes and aims of Greenpeace and their realisation pursuant to the guidelines of Stichting Greenpeace Council. Any person who receives the main part of his/her income from the Association or from one of the legal entities connected with the Association pursuant to 2 para. 1 of these Articles may not become a voting member unless that person is an employee of

3 the Association or of Stichting Greenpeace Council or of a foreign Greenpeace organisation. 4. The Association has 40 voting members. They comprise the following four groups: a) Stichting Greenpeace Council and representatives from other foreign Greenpeace organisations (para. 5); b) active members in Greenpeace groups ( volunteers) (para. 6); c) employees of the Association (para. 7); d) other natural persons who actively work for the purposes and aims of Greenpeace (para. 8). The number of voting members from each group shall be equal. Vacant places in a group may not be filled by members of another group. 5. Stichting Greenpeace Council is a born member. The nomination of candidates for representatives from foreign Greenpeace organisations pursuant to para. 4 (a) shall be carried out by the Membership Search Committee ( 12). 6. The candidates for voting members pursuant to para. 4 (b) shall be nominated by the Greenpeace groups. Each volunteer member is entitled to propose candidates, to speak out in support of proposed candidates or to put themselves forward as candidates. The nomination process takes place on the online platform. 7. The candidates for voting members under para. 4 (c) are nominated from the employees of the Association. Only employees who have been employed with the Association for at least five years may be put forward as candidates. 8. The candidates for voting members under para. 4 (d) shall be nominated by the Membership Search Committee. Only natural persons who in particular comply with the requirements of para. 3 may be nominated. 9. The Supervisory Board shall decide on the admission of voting members with a simple majority subject to the confirmation of the meeting of voting members ( 8). For the admission of voting members pursuant to para. 4 (b), the placing of the respective candidate in the nomination proceedings and any comments of the Membership Search Committee are to be taken into account. At the request of one or more candidates who have been rejected, the meeting of voting members can bindingly resolve with a twothirds majority to vote again on the admitted and rejected candidates. In this vote, which replaces the decision of the Supervisory Board, the meeting of voting members shall decide with a simple majority on the admission of voting members. 10. Details of the nomination procedures shall be regulated by the meeting of voting members in a nomination order. 11. Retired members may be readmitted. 5 Rights of Members 1. Supporting members have the right to make proposals on the activities of the Association and to receive information, particularly on the use of contributions. They shall therefore receive on a regular basis written information on the development and campaign work of the Association and of the work and meetings of the Greenpeace groups. Supporting members have the right to participate in the regular meetings of their local Greenpeace groups. A supporting member may participate in a local Greenpeace group of his choice. If the supporting member makes no choice in this regard, the member is assigned to the local Greenpeace group in his/her main place of residence. 2. Volunteer members promote the aims and work of the Association through campaigns, projects and public relation work at a

4 local or specialist level. The exercise of rights and the fulfilment of the obligations of volunteer members shall take place exclusively in the respective Greenpeace group responsible. Greenpeace groups are non-independent functional sub-divisions of the Association. The Association shall make decisions on the formation and dissolution of Greenpeace groups as well as on the areas of work for which the Greenpeace groups are responsible (e.g., group coordination and public relations work). Greenpeace groups are bound to the purposes of the Association ( 2) and must comply with any orders, resolutions and instructions of the Association based on these Articles. All monies, material or other assets made available to the Greenpeace groups are the property of the Association and may only be used in its interests. The Greenpeace groups are otherwise free in the organisation of their activities. 3. Voting members have the rights granted under statute to the members of an association. 6 Termination of Membership 1. The membership of a voting member shall end: a) upon his/her death; b) through voluntary resignation which may be declared in writing to the Supervisory Board at any time; c) upon three absences from five successive meetings of voting members; d) through expulsion (para. 4); e) except in the case of Stichting Greenpeace Council, with the expiry of five calendar years after admission, whereby readmission is permitted ( 4 para. 11); f) for members pursuant to 4 para. 4 (a), upon retirement of that member from the foreign Greenpeace organisation to which the member belongs; g) for members of Greenpeace groups pursuant to 4 para. 4 (b), upon the permanent cessation of active collaboration ( 6 para. 3 (c)); h) for members pursuant to 4 para. 4 (c), upon the termination of employment with the Association; i) upon appointment to the Executive Directorship or to the Supervisory Board; j) in the case of the Stichting Greenpeace Council, upon its dissolution. The voting member shall be notified in writing by the Supervisory Board of the termination of membership, except under 6 para. 1 (a). If the membership of a voting member ends during the course of the five-year term of office, a new voting member must be nominated ( 4, paragraphs 5 to 8 and 10) and accepted ( 4, para. 9) without delay in the same category which the retired voting member belonged to. 2. The membership of a supporting member shall end: a) upon his/her death; b) by resignation from supporting membership, which may be declared at any time to the Association; c) by cessation of regular payment of donations; d) by expulsion ( 6 para. 4). 3. Volunteer membership shall end: a) upon his/her death; b) by voluntary resignation, which may be declared at any time to the Association; c) with the permanent cessation of active collaboration in the relevant Greenpeace group. In addition to termination of the

5 volunteer s membership, declared by the leadership (coordinators) of the Greenpeace group, the Executive Directorship, or an authorised representative, the member s access to the online platform is withdrawn. The member concerned can object to the termination of his/her membership as declared by the leadership (coordinators) of the Greenpeace group or authorised representative within one month and request the Executive Directorship to take a decision, which is then final and binding; d) by expulsion ( 6 para. 4). 4. A member can be expelled from the Association if his/her conduct violates the law, is detrimental to the Association, seriously contravenes the interests of the Association, or if there is any other important reason. The meeting of voting members decides on the expulsion of voting members. This requires a majority of three-fourths of the votes present. The expulsion of volunteer members or supporting members is designated in writing by the Executive Directorship or an authorised representative. The member concerned must be told in writing the reasons for expulsion and given the opportunity to submit a response in writing. 7 Institutions The institutions of the Association are: a) the meeting of voting members ( 8); b) the Supervisory Board ( 10); c) the Executive Directorship ( 11). 8 Meeting of the Voting Members 1. Meetings of voting members take place at least once a year. Furthermore, they are to be convened if it is necessary in the interests of the Association or if one-fifth of the voting members request the Supervisory Board in writing to call a meeting and state the reasons for doing so. 2. Meetings do not have to be held at the headquarters of the Association. The passing of resolutions is also permissible outside meetings if nine-tenths of voting members consent to the resolution in writing. 3. Meetings are not public. They are convened by the Supervisory Board through a simple letter outlining the agenda and proposals. The notice period for convening such meetings is four weeks from the postmark of the invitation. The invitation is deemed to have been delivered if it is sent to the last address of the voting member made known to the Association in writing. 4. The Executive Directorship is invited, as are up to two representatives of the Works Council as guests. 5. Proposals for the agenda and candidate suggestions for election to the Supervisory Board can be submitted by the Executive Directorship or by any voting member. The above-mentioned and the Executive Directorship have the right to speak. Suggestions for candidates and proposals for amendments to the Articles must be supported by at least two voting members. Such proposals and suggestions must be substantiated in writing and submitted to the Supervisory Board at least six weeks before the meeting. With the exception of proposals to amend the Articles or suggestions for further candidates, requests for extending the agenda of the meeting of voting members must be decided upon by a three-fourths majority vote. 6. The meeting shall be chaired by one of the voting members

6 upon whom the Supervisory Board has agreed. The chairperson may allow guests to attend. In the case of elections, the chairing of the meeting may be assigned to an electoral committee for the duration of the voting and the preceding discussions. 7. Resolution minutes must be taken for the course of the meeting. The chairperson decides who shall take the minutes although this does not have to be a voting member. 9 Passing of Resolutions in the Meeting of Voting Members 1. In the meeting of voting members each voting member has one vote. A member can appoint another member in writing to exercise his/her voting rights in the meeting. A member can represent only one other member. 2. The method of agreement shall be determined by the chairperson. Votes must be cast in secret if this is demanded by a voting member who is present. 3. A proposal is accepted if more than half of the votes present when voting agree to adopt such a resolution. Abstentions from voting are counted as votes cast. For any amendment to the Articles a majority of three-fourths of the votes present is required and for an amendment to the purpose of the Association as well as dissolution of the Association a majority of nine-tenths of the votes cast is required. 4. The meeting is quorate as long as it is attended by more than half of the voting members present or represented at the opening. 5. Resolutions shall be complied with by reference to the results of voting recorded in the minutes of the meeting. These minutes must be signed by the chairperson and recorder of the minutes. 10 Supervisory Board 1. The Supervisory Board must comprise at least three but no more than seven persons. A position on the Supervisory Board is voluntary. The Board shall elect a spokesperson from amongst themselves. 2. The Supervisory Board is the elected representative body of the members. It is responsible for matters allocated to it by the Articles or the meeting of voting members. It appoints and recalls the Executive Directorship, it advises and controls the Executive Directorship (on questions of legality, fitness for purpose and economic efficiency) and discharges the Executive Directorship. It may issue instructions to the Executive Directorship generally or in individual cases. Detailed regulations are contained in separate rules of procedure for the Supervisory Board, enacted by the meeting of voting members. 3. The meeting of voting members elects up to four Supervisory Board members annually for a duration of two years. They remain in office until new elections. A further election for a maximum of four terms of office is permitted. Each Supervisory Board member is to be elected individually. 4. A Supervisory Board member may be expelled by the meeting of voting members through a three-fourths majority of the votes present if the conduct of the member concerned has violated the law, is detrimental to the Association, seriously contravenes the interests of the Association, or if there is any other important reason. 5. Supervisory Board members must be neither voting members nor employees of the Association. 6. If a person on the Supervisory Board is appointed to the Exec-

7 utive Directorship, that person s position on the Supervisory Board comes to an end. 7. The Supervisory Board takes decisions in sessions held several times a year. To participate at a meeting and make use of voting rights, Supervisory Board members must be present either in person or participate through authenticated digital media (including video or telephone conferencing). Individual resolutions may be voted on without convening and holding a meeting if votes are submitted in written form, in authenticated digital voting, via telefax or in an Executive Directorship 1. The Executive Directorship is made up of one or more members. Regardless of the commencement and end of the terms of employment with the Association, the Executive Directorship is appointed and recalled by the Supervisory Board. 2. The Executive Directorship is made up of one or more members. At least one Executive Director is always the Executive Director of the Association pursuant to 26 of the German Civil Code. In addition, the Supervisory Board is entitled to appoint more members to the Executive Directorship pursuant to 26 of the German Civil Code. If the Executive Directorship consists of only one person, this person solely represents the Association. If the Executive Directorship consists of more than one person, the Association is jointly represented by two of the Executive Directors. The Supervisory Board is entitled to grant individual power of representation to one, more than one, or all Executive Directors. 3. The Executive Directorship is authorised to grant powers of attorney for certain areas of business or for certain individual cases, also with individual representation power. 4. The Supervisory Board shall provide the Executive Directorship with rules of procedure for the Executive Directorship. 5. The members of the Executive Directorship shall receive reasonable remuneration. 12 Membership Search Committee 1. The Membership Search Committee is made up of at least three and no more than five voting members who are elected by the meeting of voting members for a year respectively. A further election for a maximum of seven terms of office is permitted. Otherwise, the Search Committee regulates its work on its own in the context of the guidelines on nomination order. 2. The Search Committee may provide the Supervisory Board with a statement on individual candidates pursuant to 4 para. 4 (b) in relation to the requirements of 4 para. 3. It is obliged to propose Supervisory Board candidates to the voting members pursuant to 4 para. 4 (a) and (d) and to organise the nomination of candidates for voting members pursuant to 4 para. 4 (c). The Search Committee is authorised to receive on behalf of the Association the declaration of agreement of the candidate to the candidacy. Further details shall be regulated in the nomination order. 3. The Search Committee submits to the meeting for voting members the names of candidates proposed for membership on the Supervisory Board. 13 Stichting Greenpeace Council The Association is a member of Stichting Greenpeace Council. The name Greenpeace is administered and controlled by Stichting

8 Greenpeace Council. Stichting Greenpeace Council is a foundation under Dutch law with its legal domicile in Amsterdam; it functions as the umbrella organisation for all national and regional Greenpeace offices, and coordinates in particular Greenpeace activities in accordance with Association purposes in the international sector. The foundation is registered under number with the Chamber of Commerce of Amsterdam. 14 Data Protection The Association collects, processes and uses personal data of members exclusively in the context of the work of the Association. Suitable technical and organisational measures ensure that there is no unauthorised third party access to such data. The Association has a data protection officer. 15 Dissolution of the Association In the event of dissolution of the Association or the elimination of tax-privileged purposes, the assets of the Association shall be transferred to the Umweltstiftung Greenpeace [Greenpeace Environmental Foundation], which must use them directly and exclusively for charitable purposes; should the Umweltstiftung Greenpeace no longer exist, these assets shall be transferred to another tax-privileged entity to support protection of the environment and animals and/or to foster peace and promote intercultural understanding. 16 Entry into Force These Articles were amended and newly drafted by a resolution of the meeting of voting members dated 12 November The new version enters into force on the day of its registration in the Association Register. Hamburg, 17 March 2017 Greenpeace e. V. Hongkongstraße 10, Hamburg, Germany Tel. +49 (0) , mail@greenpeace.de Responsible for content: Roland Hipp; March T