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Articles of Association
Preamble
We all are affected by the negative consequences of the rapid change of climate, for which we are responsible to large parts themselves. Mainly CO2 emissions and deforestation cause an increase in air and water temperatures, loss of coastal areas, weather disasters, and droughts as well as the loss of vital ecosystems and habitats of fauna, flora and animals. They present mankind with direct and indirect drastic impacts and an increase in weather disasters that make no difference between continents, race or poor and rich. The consequences hit us right in our own physical, social, economic and ecological habitat and remind us of how necessary it is to jointly act more responsibly and more efficiently with the natural resources our home planet is providing.
It is the vision of the non-profit-organization Global United FC e.V. to bring together the football fans, the young and old worldwide to live up to the motto “We love football. We love our planet!” and unify, educate and motivate them to get involved proactively in the protection of our planets climate.
The Global United FC football team and volunteer members are the “who is who” of the professional football elite worldwide and contribute their time and effort for the organization and participation of football charity matches.
§ 1 Name, Headquarter, Business Year
1) Global United Football Club e.V. (charitable) is a charitable football club headquartered in Moosburg/Munich, in Germany and is a registered NGO entity by German law.
2) Fiscal year is the typical calendar year.
§ 2 Charitable Tax Exempt Status
1) The Club’s business purpose is to undertake charitable work as a non-profit-organization according to German law.
2) The Club assets can only be utilized for mission critical purposes. Members of the Club may not be recipients of financial compensation, or contribution of the Club just because of their membership. Remunerations for operational and project related work (consulting, development and execution) are determined by the Club’s presidency and board of directors every year. This also applies for acquisition of external resources as pertaining to administration, fundraising, and communications. No individual shall be favored by compensations for causes that are alien to the Club’s mission or unreasonable. The amount of compensation has to pass the approval of the Club’s annual board of directors meeting.
§ 3 Purpose of Organization
1) The purpose of organization is
a. to raise public awareness using football as a conduit for „sustainable and social climate protection“,
b. to support sustainable, environmentally friendly and socially responsible deployment of resources such as financial assets, staff, infrastructure, equipment in projects of climate change,
c. to financially support preventive climate protection projects as well as weather disaster relief projects worldwide.
2) The purpose of organization is specifically realized by
a. the organization and execution of charity events, specifically football games, by involvement of football professionals and thematic events,
b. acquisition of financial contributions of members, and other
c. fund raising acquisitions/ donations
d. club members and volunteers who provide in kind assistance where possible.
3) Club may raise, use and transfer funds as long as the fund raising activity pertains to the organizational purpose or for another tax-exempt cause. All related and potentially commercial activity will serve the Club’s charitable work without exceptions.
4) Club may generate and spend financial means generated from charity events, donations, contributions, internal cost.
5)The Club is a politically neutral and equal opportunity organization representing religious and ideological tolerance for all humans.
§ 4 Members
Type of Club members are
a. Sustaining Members (§ 5 Abs. 1)
b. Members with voting power (§ 5 Abs. 2)
c. Ambassadors (§ 5 Abs. 5)
The amount of members with voting powers is restricted to nine members.
§ 5 Terms of Membership
1) Sustaining Member: Any entity or individual that regularly supports the organization’s mission through regular or annual financial contributions. Admission is granted through formal application. Admission is effective upon confirmation of receipt of applicant’s formal petition.
2) Member with voting power: Candidate must be over 18 years of age. Applicants may be nominated by sustaining members or members with voting powers. A successful nomination requires written references of two members (see §4). The admission to membership with voting powers is contingent upon the board of director’s and presidency’s grant of a simple majority.
3) Ambassador: This is an honorary membership for individuals that have are stalwarts of the non-profit-organization, who have volunteered selflessly or provided exceptional contributions. They are nominated by members’ counsel upon recommendation by the board of directors with simple majority.
5) Re-admission of resigned members is applicable.
§ 6 Member’s Rights
1) Sustaining Member: May contribute propositions for activities of the Club and request information, specifically about utilization of the sustaining member financial contributions.
2) Members with voting power: Enjoy the rights granted by German law.
3) Members are required to support the Club with regards of execution of the organizational purpose. They have to comply with guidelines of the articles of association and support the execution of its decisions.
4) Ambassadors enjoy the same rights as members with voting powers with exception to voting power.
§ 7 Membership Fees, Elimination of Membership
1) Membership fees are determined by the member’s council.
2) A member that has not paid its membership fee for more than six months since its admission will receive a written reminder. In case of no receipt of payment membership will be terminated at the end of the business year.
§ 8 Termination of Membership
1) Membership is terminated
a. by member’s death
b. by cancellation of membership,
c. by termination of membership (as per § 7 Abs. 2),
d. by disqualification,
e. for members according to § 4 lit. b of the articles of association after the term of three years (see § 5 Abs. 6).
2) Resignation from membership will be effective by the end of year. Notice of resignation requires a formal letter that needs to be submitted to the president or executive management by September 30.
3) A member can be excluded from the Club if he/she acts hurtfully with regards to the Club or in heavy violations of the Club’s interest. Elimination is determined by board of director’s vote requiring a three quarter majority vote.
§ 9 Bodies
Bodies of organization are:
a. Member’s Council (§10)
b. Board of Directors (§ 12)
c. Presidency/Executive Board (§ 13).
§ 10 Member’s Council
1) The Member’s Council is the supreme body of the Club, which represents the Club members through physically present members or authorized gents.
2) Meetings are held twice a year – within six months following of the end of the fiscal year. They are called for as required by the Club’s interest or if 40% of members request the meeting stating the reason for convocation.
3) Meetings do not have to be held at the Club’s headquarters. Decisions of members are effective without convocation if six tenth of the members have agreed to a decision in writing as long as bylaws of the Club do not request a higher quorum.
4) General public is excluded from council’s meetings. Time and location of the council’s meetings are to be announced at least 3 weeks ahead of time by letter or email.
5) Members (according to §4), ambassadors, board of directors and presidency will receive a letter of invitation or email invite to meet by chairman of the board or the presidency on behalf of the chairman. The invitation includes an agenda set forth by the chairman. The invitation has to be sent out at least four weeks ahead of the meeting to members, ambassadors and executive management. In case of need of a special caucus the invitation deadline may be sent out 3 weeks ahead of the council’s meeting (date of stamp or email date). The invitation is regarded as effectively received if it was posted to the last officially known address of the member conveyed by the member.
6) Any member may submit motions and recommendations for election of board of directors (according to §4) and may have the right to speak as does the board of directors and president.
7) Proposed candidates and motions to change the Club’s bylaws have to be supported by at least five members with voting powers and have to be submitted six weeks ahead of the meeting to the board of directors. Admission of additional motions to the agenda and admission of additional candidates is granted by council’s meeting by the means of three third of majority votes. Change of bylaws, change of purpose and resolution of the Club can only be voted for if the motions have been submitted with statement of grounds, name of applicant and have been made known to members compliant to invitation deadlines.
8) Council’s meeting will be directed by the chairman of board of directors or his/her authorized representative. Council’s leadership may admit guests. At conducting ballots leadership may be transmitted to an electoral committee for the time of the election period. The council’s leadership nominates a secretary to record in writing.
§ 11 Adoption of Resolution of Member’s Council
1) Every member entitled to vote has a vote in the member’s council. A member may authorize another member at the member’s council to vote on behalf of the member. One member may only represent only tow member at a time.
2) The type of vote is determined by the council’s meeting leader. Secret votes have to be cast, upon the request of a physically present member.
3) Votes are decided by simple majority. A two-third-majority is required for change of bylaws. A change of purpose of organization requires a four-fifth-majority. Abstaining of voting is not accounted for.
4) The member’s council meeting is constitutes a quorum as long as more than half of the members with voting rights are present at the beginning of the meeting.
5) Resolutions are to be recorded in writing stating the result of the vote. Minutes have to be signed by the leader of the meeting.
§ 12 Board of Directors
1) Board of Directors consist of three at founding of the Club and it can be expanded to seven members later on. The Board of directors is working in honorary capacity. Reimbursement of expenses is allowable. The board elects the chairman of board as well as a deputy chairman.
2) Board of directors is the voted representation of members. The Board is responsible for execution of duties that have been assigned to him by the articles of association or by the member’s council.
3) Board of directors appoints and recalls the president/executive management.
4) Further duties and rights are described in the Club guidelines that are approved by the member council’s meeting.
5) The council’s member meeting elects the board of directors for the term of two years. They stay in office until re-election. Multiple runs for re-election are allowable. Every board of director’s member is to be individually elected.
6) Board of director’s member’s cannot be members with voting powers. Employees of the Club cannot be on the board of directors of the Club.
7) Board of directors reunites at least twice a year. Decisions are made by simple majority of present board members. At even votes, the chairman’s vote determines the final decision. Resolutions can also be concluded by the way of circulation procedure using letter, fax, and email.
§ 13 Executive Board/President
1) The executive board consist of a maximum of two members and is elected by the founding member’s council for the term of two years. Thereafter it will be recommended by the member’s council and reelected or recalled by the board of directors, without regards to start or ending of employment with the Club. A mandated membership to the board of directors is not allowable. Operational leadership may be outsourced to an external contractor via contract for services.
2) Member/Members of the executive board are authorized to individually and fully represent the Club. They are presidents of the club according to § 26 BGB.
3) The executive board is entitled to authorize individuals for pursuance of certain objectives or individual cases.
4) The executive board is appointed by the board of directors and is responsible for day-by day operations and management of the Club according to the set forth bylaws.
§ 13/1 Appointment
a) The board of directors may appoint one or more executive board members as representatives in line with § 30 BGB.
b) Employment contracts are signed into effect by the chairman of board of directors. Same applies for cancellation of employment contracts.
§ 13/2 Responsibilities
a) The executive board is responsible for execution of daily operative business of the Club and for the fair-minded, correct and proper implementation of his/her duties according to the Club’s guidelines. Duties and responsibilities of the executive board can be determined by a board of director’s order.
b) The executive board participates in the member’s meetings, board of directors meetings, and other reunions or events – as long as not determined differently by the board of directors. Employees may be admitted to meetings.
§ 14 Resolution of Club
In case of resolution of the Club and loss of tax-exempt purposes the assets of the Club are turned over to a public institution or other tax exempt entity to support execution of charitable projects in the area of climate protection and for victims of climate change in impacted countries.
Moosburg, February 23, 2011
Founding Members:
Lutz Pfannenstiel
Almut von Biedermann
Rainer Hahn
Fredi Bobic
Gerhard Hirth
Geert Brusselers
Tilmann Meuser
………………………………………………………………………………..
Global United FC e.V., Thalbacher Straße 29, 85368 Moosburg/Munich, Germany
Phone +49 (0) 89 / 1250 30 26 0
Fax: + 49 (0) 89 / 1250 3026 1
Email: info@globalunitedfc.com
www.globalunitedfc.com
Preamble
We all are affected by the negative consequences of the rapid change of climate, for which we are responsible to large parts themselves. Mainly CO2 emissions and deforestation cause an increase in air and water temperatures, loss of coastal areas, weather disasters, and droughts as well as the loss of vital ecosystems and habitats of fauna, flora and animals. They present mankind with direct and indirect drastic impacts and an increase in weather disasters that make no difference between continents, race or poor and rich. The consequences hit us right in our own physical, social, economic and ecological habitat and remind us of how necessary it is to jointly act more responsibly and more efficiently with the natural resources our home planet is providing.
It is the vision of the non-profit-organization Global United FC e.V. to bring together the football fans, the young and old worldwide to live up to the motto “We love football. We love our planet!” and unify, educate and motivate them to get involved proactively in the protection of our planets climate.
The Global United FC football team and volunteer members are the “who is who” of the professional football elite worldwide and contribute their time and effort for the organization and participation of football charity matches.
§ 1 Name, Headquarter, Business Year
1) Global United Football Club e.V. (charitable) is a charitable football club headquartered in Moosburg/Munich, in Germany and is a registered NGO entity by German law.
2) Fiscal year is the typical calendar year.
§ 2 Charitable Tax Exempt Status
1) The Club’s business purpose is to undertake charitable work as a non-profit-organization according to German law.
2) The Club assets can only be utilized for mission critical purposes. Members of the Club may not be recipients of financial compensation, or contribution of the Club just because of their membership. Remunerations for operational and project related work (consulting, development and execution) are determined by the Club’s presidency and board of directors every year. This also applies for acquisition of external resources as pertaining to administration, fundraising, and communications. No individual shall be favored by compensations for causes that are alien to the Club’s mission or unreasonable. The amount of compensation has to pass the approval of the Club’s annual board of directors meeting.
§ 3 Purpose of Organization
1) The purpose of organization is
a. to raise public awareness using football as a conduit for „sustainable and social climate protection“,
b. to support sustainable, environmentally friendly and socially responsible deployment of resources such as financial assets, staff, infrastructure, equipment in projects of climate change,
c. to financially support preventive climate protection projects as well as weather disaster relief projects worldwide.
2) The purpose of organization is specifically realized by
a. the organization and execution of charity events, specifically football games, by involvement of football professionals and thematic events,
b. acquisition of financial contributions of members, and other
c. fund raising acquisitions/ donations
d. club members and volunteers who provide in kind assistance where possible.
3) Club may raise, use and transfer funds as long as the fund raising activity pertains to the organizational purpose or for another tax-exempt cause. All related and potentially commercial activity will serve the Club’s charitable work without exceptions.
4) Club may generate and spend financial means generated from charity events, donations, contributions, internal cost.
5)The Club is a politically neutral and equal opportunity organization representing religious and ideological tolerance for all humans.
§ 4 Members
Type of Club members are
a. Sustaining Members (§ 5 Abs. 1)
b. Members with voting power (§ 5 Abs. 2)
c. Ambassadors (§ 5 Abs. 5)
The amount of members with voting powers is restricted to nine members.
§ 5 Terms of Membership
1) Sustaining Member: Any entity or individual that regularly supports the organization’s mission through regular or annual financial contributions. Admission is granted through formal application. Admission is effective upon confirmation of receipt of applicant’s formal petition.
2) Member with voting power: Candidate must be over 18 years of age. Applicants may be nominated by sustaining members or members with voting powers. A successful nomination requires written references of two members (see §4). The admission to membership with voting powers is contingent upon the board of director’s and presidency’s grant of a simple majority.
3) Ambassador: This is an honorary membership for individuals that have are stalwarts of the non-profit-organization, who have volunteered selflessly or provided exceptional contributions. They are nominated by members’ counsel upon recommendation by the board of directors with simple majority.
5) Re-admission of resigned members is applicable.
§ 6 Member’s Rights
1) Sustaining Member: May contribute propositions for activities of the Club and request information, specifically about utilization of the sustaining member financial contributions.
2) Members with voting power: Enjoy the rights granted by German law.
3) Members are required to support the Club with regards of execution of the organizational purpose. They have to comply with guidelines of the articles of association and support the execution of its decisions.
4) Ambassadors enjoy the same rights as members with voting powers with exception to voting power.
§ 7 Membership Fees, Elimination of Membership
1) Membership fees are determined by the member’s council.
2) A member that has not paid its membership fee for more than six months since its admission will receive a written reminder. In case of no receipt of payment membership will be terminated at the end of the business year.
§ 8 Termination of Membership
1) Membership is terminated
a. by member’s death
b. by cancellation of membership,
c. by termination of membership (as per § 7 Abs. 2),
d. by disqualification,
e. for members according to § 4 lit. b of the articles of association after the term of three years (see § 5 Abs. 6).
2) Resignation from membership will be effective by the end of year. Notice of resignation requires a formal letter that needs to be submitted to the president or executive management by September 30.
3) A member can be excluded from the Club if he/she acts hurtfully with regards to the Club or in heavy violations of the Club’s interest. Elimination is determined by board of director’s vote requiring a three quarter majority vote.
§ 9 Bodies
Bodies of organization are:
a. Member’s Council (§10)
b. Board of Directors (§ 12)
c. Presidency/Executive Board (§ 13).
§ 10 Member’s Council
1) The Member’s Council is the supreme body of the Club, which represents the Club members through physically present members or authorized gents.
2) Meetings are held twice a year – within six months following of the end of the fiscal year. They are called for as required by the Club’s interest or if 40% of members request the meeting stating the reason for convocation.
3) Meetings do not have to be held at the Club’s headquarters. Decisions of members are effective without convocation if six tenth of the members have agreed to a decision in writing as long as bylaws of the Club do not request a higher quorum.
4) General public is excluded from council’s meetings. Time and location of the council’s meetings are to be announced at least 3 weeks ahead of time by letter or email.
5) Members (according to §4), ambassadors, board of directors and presidency will receive a letter of invitation or email invite to meet by chairman of the board or the presidency on behalf of the chairman. The invitation includes an agenda set forth by the chairman. The invitation has to be sent out at least four weeks ahead of the meeting to members, ambassadors and executive management. In case of need of a special caucus the invitation deadline may be sent out 3 weeks ahead of the council’s meeting (date of stamp or email date). The invitation is regarded as effectively received if it was posted to the last officially known address of the member conveyed by the member.
6) Any member may submit motions and recommendations for election of board of directors (according to §4) and may have the right to speak as does the board of directors and president.
7) Proposed candidates and motions to change the Club’s bylaws have to be supported by at least five members with voting powers and have to be submitted six weeks ahead of the meeting to the board of directors. Admission of additional motions to the agenda and admission of additional candidates is granted by council’s meeting by the means of three third of majority votes. Change of bylaws, change of purpose and resolution of the Club can only be voted for if the motions have been submitted with statement of grounds, name of applicant and have been made known to members compliant to invitation deadlines.
8) Council’s meeting will be directed by the chairman of board of directors or his/her authorized representative. Council’s leadership may admit guests. At conducting ballots leadership may be transmitted to an electoral committee for the time of the election period. The council’s leadership nominates a secretary to record in writing.
§ 11 Adoption of Resolution of Member’s Council
1) Every member entitled to vote has a vote in the member’s council. A member may authorize another member at the member’s council to vote on behalf of the member. One member may only represent only tow member at a time.
2) The type of vote is determined by the council’s meeting leader. Secret votes have to be cast, upon the request of a physically present member.
3) Votes are decided by simple majority. A two-third-majority is required for change of bylaws. A change of purpose of organization requires a four-fifth-majority. Abstaining of voting is not accounted for.
4) The member’s council meeting is constitutes a quorum as long as more than half of the members with voting rights are present at the beginning of the meeting.
5) Resolutions are to be recorded in writing stating the result of the vote. Minutes have to be signed by the leader of the meeting.
§ 12 Board of Directors
1) Board of Directors consist of three at founding of the Club and it can be expanded to seven members later on. The Board of directors is working in honorary capacity. Reimbursement of expenses is allowable. The board elects the chairman of board as well as a deputy chairman.
2) Board of directors is the voted representation of members. The Board is responsible for execution of duties that have been assigned to him by the articles of association or by the member’s council.
3) Board of directors appoints and recalls the president/executive management.
4) Further duties and rights are described in the Club guidelines that are approved by the member council’s meeting.
5) The council’s member meeting elects the board of directors for the term of two years. They stay in office until re-election. Multiple runs for re-election are allowable. Every board of director’s member is to be individually elected.
6) Board of director’s member’s cannot be members with voting powers. Employees of the Club cannot be on the board of directors of the Club.
7) Board of directors reunites at least twice a year. Decisions are made by simple majority of present board members. At even votes, the chairman’s vote determines the final decision. Resolutions can also be concluded by the way of circulation procedure using letter, fax, and email.
§ 13 Executive Board/President
1) The executive board consist of a maximum of two members and is elected by the founding member’s council for the term of two years. Thereafter it will be recommended by the member’s council and reelected or recalled by the board of directors, without regards to start or ending of employment with the Club. A mandated membership to the board of directors is not allowable. Operational leadership may be outsourced to an external contractor via contract for services.
2) Member/Members of the executive board are authorized to individually and fully represent the Club. They are presidents of the club according to § 26 BGB.
3) The executive board is entitled to authorize individuals for pursuance of certain objectives or individual cases.
4) The executive board is appointed by the board of directors and is responsible for day-by day operations and management of the Club according to the set forth bylaws.
§ 13/1 Appointment
a) The board of directors may appoint one or more executive board members as representatives in line with § 30 BGB.
b) Employment contracts are signed into effect by the chairman of board of directors. Same applies for cancellation of employment contracts.
§ 13/2 Responsibilities
a) The executive board is responsible for execution of daily operative business of the Club and for the fair-minded, correct and proper implementation of his/her duties according to the Club’s guidelines. Duties and responsibilities of the executive board can be determined by a board of director’s order.
b) The executive board participates in the member’s meetings, board of directors meetings, and other reunions or events – as long as not determined differently by the board of directors. Employees may be admitted to meetings.
§ 14 Resolution of Club
In case of resolution of the Club and loss of tax-exempt purposes the assets of the Club are turned over to a public institution or other tax exempt entity to support execution of charitable projects in the area of climate protection and for victims of climate change in impacted countries.
Moosburg, February 23, 2011
Founding Members:
Lutz Pfannenstiel
Almut von Biedermann
Rainer Hahn
Fredi Bobic
Gerhard Hirth
Geert Brusselers
Tilmann Meuser
………………………………………………………………………………..
Global United FC e.V., Thalbacher Straße 29, 85368 Moosburg/Munich, Germany
Phone +49 (0) 89 / 1250 30 26 0
Fax: + 49 (0) 89 / 1250 3026 1
Email: info@globalunitedfc.com
www.globalunitedfc.com
Account
IBAN: DE04 7002 0500 0009 8181 00
IBAN: DE04 7002 0500 0009 8181 00
Bank Routing No.
BIC: BFSWDE33MUE
BIC: BFSWDE33MUE
