Health Media Award e.V.
§ 1 - Name and Seat
The association shall bear the name "Health Media Award". It shall be entered in the register of associations and thereafter bear the name of "Health Media Award e.V." lead. The Association shall have its seat in Cologne.
§ 2 - Purpose
(1) The purpose of the association is to promote health education on a national, European or international level by awarding a certificate and/or award, the Health:Angel. Furthermore, the association is the sponsor of the competition "Health Media Award" and the organiser of an award ceremony.
(2) The purpose of the statutes is to be achieved through regular dialogue and cooperation between members, companies, the media, the arts, theatre, consultants and interested third parties. For this purpose, the association offers media training, coaching, the planning and organisation of fitness and health events, creative workshops, seminars, cartoon recording, music and video productions, author contributions, creation of concepts and consultations.
(3) The Health Media Award e.V. also acts as a service provider for extensive craft services of all kinds, such as refurbishment, renovation, installations of objects, electrical, remodelling works of all kinds in the interior and exterior of residential buildings and gardens.
(4) The Health Media Award e.V. also acts as producer and/or organiser of international theatre productions. For this purpose, it uses established artists for the conception and realisation of plays. Nevertheless, the association is entitled to engage actors or service providers for the planning, marketing and realisation of the respective theatre productions in order to achieve the statutory purpose. Details in this context are regulated by a corresponding contract, which must be negotiated and approved by the Board and/or the General Assembly.
§ 3 - Membership
(1) In addition to the founding members, companies (legal entities) and natural persons who are active in a freelance, commercial or other entrepreneurial capacity may become supporting members. Furthermore Guest memberships, Trial memberships and Day memberships possible.
(2) The application for membership can be made digitally (e.g. by e-mail), by letter, orally, informally or by implication.
(3) The decision on admission as a member shall be made by the Board and confirmed in writing or digitally (e.g. by e-mail).
(4) If the Executive Board rejects the admission, the company or the person wishing to join may appeal to the General Assembly. The General Assembly shall make the final decision on membership.
(5) The Executive Committee may also appoint legal entities or natural persons as members if their admission makes a special contribution to promoting the purpose of the Association. A decision by the General Assembly is not required. The Executive Committee shall be authorised by the General Assembly to determine the membership rights and obligations of the members of the guest, trial and day memberships stipulated under para. 1 by a separate Membership Ordinance to regulate.
§ 3a - Rights of the supporting members
(1) The co-determination rights of the supporting members (passive members) vis-à-vis the active members (founding members) are limited. They have no voting rights. The right of participation of the sustaining members in the general meeting and the right of appeal of the general meeting according to § 37 (1) BGB remain unaffected. The supporting members shall be invited separately to the general meeting.
(2) Supporting members are entitled to attend all events offered by the Association free of charge. They have the right to speak and to propose motions at general meetings, but no right to vote or to be elected.
§ 3b - Duties of the supporting members
Supporting members are obliged to support the association and its purpose in a proper manner and to refrain from doing anything, especially in public, that is contrary to the purpose, goals and tasks of the association according to the statutes or that is likely to harm the association. A supporting member shall be liable for any consequences arising from his or her failure to comply with this obligation and shall indemnify the Association against any liability.
§ 3c - Rights and duties of guest and trial members
(1) The co-determination rights of guest and trial members (passive members) vis-à-vis active members are limited. They only have the right to speak at general meetings. Rights of motion, voting or election are excluded. The right to participate in the general meeting and the right of appeal of the general meeting according to § 37 (1) BGB remain unaffected.
(2) Guest and trial members shall be subject to the instructions of the Executive Committee. They are obliged to support the association and its purpose in a proper manner and to refrain from anything, especially in public, that is contrary to the purpose, objectives and tasks of the association according to the statutes or that is likely to harm the association. Guest members or probationary members shall be liable for any consequences arising from their failure to comply with this obligation and shall indemnify the Association against any liability.
(3) Guest and trial membership is limited to three months. It may be extended by the Executive Committee or the General Assembly for a definite or indefinite period. For the exclusion of guest and trial memberships, the application of § 4 paragraph 4 of the statutes is excluded. A hearing shall not take place.
§ 3d - Rights and duties of the day members
(1) The co-determination rights of the day members (passive members) vis-à-vis the active members are limited. They have only the right to vote at general meetings. Rights to propose motions and to speak are excluded. The right to participate in the general meeting and the right of appeal of the general meeting according to § 37 (1) BGB remain unaffected.
(2) The daily membership is limited to 24 hours after the admission of the member.
§ 4 - End of membership
(1) Membership for all members ends by death, declaration of resignation or exclusion. In the case of legal entities, membership shall additionally end through the loss of legal capacity. For the resignation of sustaining members, § 4 para. 4 of the Statutes shall apply.
(2) Resignation shall be effected by written declaration to the Executive Board. The Executive Board shall decide on the expulsion of a member.
(3) The notice of resignation of a member shall be submitted in writing via registered mail/return receipt with acknowledgement of receipt by the 1st Chairperson or his/her deputy to the Association office or the Association headquarters. Receipt of the resignation must be documented by the resigning member.
(4) A sustaining member may only resign from the Association after 24 months of membership, from the date of his/her admission to the Association, as of 31 December of the current year. The duration of the sponsoring membership shall be extended by a further 12 months, unless the sponsoring member declares his or her resignation in writing four weeks before the expiry of the sponsoring membership. This regulation does not apply if sustaining members hold an important office in the association, have a contractual relationship with the association, have been designated as a "special representative (§ 11 of the statutes) for the association or are organs according to § 6 of the statutes.
(5) The resignation or exclusion of a member may be determined by a resolution of the Executive Board, after prior written consultation, even after the expiry of a notice period or at the end of the current business year. Otherwise, notice of resignation must be given in writing (§ 4 para. 2 of the Statutes) to the 1st Chairperson or his/her representative three months before the earliest possible date of resignation. Unless otherwise stipulated in the Statutes, § 32 of the German Civil Code (BGB) shall apply. In urgent cases, however, the Executive Board may already give notice of resignation prior to the next General Assembly within the framework of the Management competence issue a provisional suspension. This suspends the membership rights and obligations of the member concerned.
(6) Paragraphs (1), (2), (3) and paragraph (5) shall apply mutatis mutandis to sustaining members and founding members as long as the Statutes do not provide otherwise.
(7) The following shall apply to the end of guest and trial membership § 3c para. 3, for the end of day membership applies § 3d para. 2 of the Articles of Association accordingly.
§ 5 - Contributions
(1) Contributions (membership fees) shall be levied from the supporting members. The amount of the sponsorship fee shall be set out in a Contribution ruleswhich may be amended by resolution of the Board of Directors.
(2) Sustaining members whose membership is § 4 of these Statutes (end of membership) shall not be entitled to a refund of the membership fees paid.
(3) Founding members shall be exempt from the payment of fees. The Executive Committee shall be authorised by the General Assembly to set a one-off contribution towards expenses for guest members, trial members and day members or to exempt them from paying the membership fee by resolution of the Executive Committee.
(4) The Executive Board shall be entitled, Special levies to resolve.
(5) The Executive Board is entitled to increase, reduce or adjust the sustaining membership fees without a resolution of the General Assembly and to change the fee regulations by resolution of the Executive Board.
§ 6 - Organs of the Association
The organs of the association are the Board of Directors and the General Assembly.
§ 7 - Executive Board
(1) The Executive Board of the Association shall consist of the 1st Chairman, his Deputy and the Secretary. The Association shall be represented in and out of court by the 1st Chairperson or his/her deputy. The Executive Committee is entitled to have the Secretary represented by non-members (§ 164 BGB), provided it is useful for the management of the Association.
(2) The 1st Chairperson may freely dispose of the assets and income of the Association up to a sum of 75% of the fixed and current assets - without the consent of the Executive Committee or the members (disposal of account). This also includes the payment of advance payments, loans, hospitality and travel expenses, expenses for private or association-related purchases, private or work-related travel (e.g. press trips) and private hospitality, membership fees for a fitness club as well as personal training for the board members.
(3) The Board is authorised by the General Assembly to develop strategies and a short concept for the reorientation of the Health Media Award and the association Health Media Award e.V. after the corona pandemic.
(4) The Board meetings shall be convened irregularly by the 1st Chairperson. Resolutions shall be passed unanimously by resolution of the Board among the Board members present. Guests may also attend the Board meeting if this is expedient for the passing of resolutions. The resolutions of the Board shall be published on the website of the Association.
(5) The members of the Executive Board may receive appropriate remuneration for their activities. The 1st Chairperson or a representative appointed by the Board (lawyer, tax consultant) shall be responsible for the conclusion, amendment and termination of the contract.
§ 8 - Term of office and passing of resolutions of the Executive Board
The Board of Directors shall be elected by the General Assembly for a period of four years from the date of election. Re-election is permitted. The members of the Board in office shall remain in office after the expiry of their term of office until their successors have been elected.
§ 9 - General Assembly
(1) Every four years, a regular general meeting takes place. It mainly decides on the discharge and election of the Executive Board. The ordinary general meeting may be convened at the request of 10% of the members (minority right) within 14 days in writing, stating the purpose and the reasons.
(2) A extraordinary general meeting shall be convened at the request of two thirds of the members within 14 days in writing, stating the reasons.
(3) The invitation to the General Assembly shall be made by the Executive Committee with a notice period of one week in writing, stating the agenda. The deadline is the date of the invitation (e.g. date of dispatch of the e-mail). The agenda can be supplemented or changed by a majority decision in the general meeting; this does not apply to changes in the statutes or changes in the purpose of the association.
(4) The General Assembly shall pass its resolutions, with the exception of the Executive Board, by a majority of the members present (simple majority). Only the number of votes cast shall count. YES- or NO votes. Abstentions shall not be taken into account. The votes cast by the Board of Directors or Honorary Presidents votes cast during the general meeting shall be counted twice (double majority).
(5) The Executive Committee shall be free to decide on the type of meeting. Resolutions may also be passed online (e.g. via e-mail, telephone, Skype) if all participants of the general meeting agree (online general meeting). If there is no agreement to hold an online General Assembly, the Executive Board shall decide in the last instance whether the General Assembly is to be held by means of a video conference. The decision of the Executive Board cannot be challenged by the member. If an online general meeting is held (e.g. as a video conference), it shall also be recorded. Only the 1st Chairperson or his/her representative may invite to the video conference. The recorded general meeting shall be stored and transmitted via a cloud system to the participating members of the general meeting via e-mail as a link. Resolutions of the general meeting may be passed by postal vote (e.g. with an e-mail on printed paper) or online.
§ 10 - Authentication of the resolutions of the bodies of the Association
Minutes shall be taken of the resolutions of the Executive Committee and the General Assembly of Members, which shall be signed by the 1st Chairperson or his/her Deputy and the Secretary or a keeper of the minutes elected by the General Assembly of Members. The minutes may also be documented electronically (e.g. as a PDF) with signature or confirmation via e-mail by the 1st Chairperson or his/her deputy or by means of recording in a video session (e.g. online General Assembly with the software ZOOM).
§ 11 - Special representative
(1) The Executive Committee may appoint special representatives for the Association for a limited period of time. The duration is limited to 12 months and may be extended by the Executive Board. This temporal regulation also applies to already appointed special representatives.
(2) The special representative has the task of promoting and supporting the purpose of the association as well as generating income and companies for the financing of the competition "Health Media Award" as well as the award ceremony. In addition, he shall ensure proper planning and organisation of the competition, plan and organise the Award Night (award ceremony).
(3) The special representative may also commission third parties (e.g. service providers, artists, consultants, associations, clubs, authors) to fulfil these tasks. The offers of third parties shall be coordinated with the 1st Chairperson before the contract is awarded.
(4) The remuneration for the aforementioned tasks of the special representative shall be determined by a separate Fee agreement between him and the Board of Directors.
§ 11 a - Remuneration of members, fees and loan payments
(1) Members who do not work for the Association on a voluntary basis shall receive a fee from the Association. Further details are regulated by a separate Fee agreementconcluded between the Executive Board and the member concerned on a case-by-case basis.
(2) The Association may grant loans to its members or to third parties. Details are regulated in a separate loan agreement, which is negotiated by the board with the borrower (e.g. member). The Board of Directors is authorised to take out loans on behalf of the association (e.g. KfW loans and emergency aid in times of crisis), to make investments (e.g. securities investments, call money) or to participate as an investor. For loans or emergency aid already applied for before the general meeting due to the Corona crisis, § 11 a shall apply retroactively until 20.3.2020.
§ 12 - Exemptions of the Executive Board
By resolution of the founding members' meeting, the members of the board are released from the restrictions of § 181 BGB.
§ 13 - Dissolution
The dissolution of the association can only be decided at a special extraordinary meeting to be convened for this purpose and with a notice period of 14 days.n General Assembly, be decided by simple majority. The members shall also decide by simple majority on the method of liquidation and the realisation of the remaining assets.
§ 14 - Severability clause
Should individual provisions of these Articles of Association become invalid, unenforceable or, e.g. after the foundation of the Association, unenforceable or contravene applicable legal provisions, the validity of these Articles of Association under applicable law of the BGB shall remain unaffected.
The amendments to the Articles of Association, appointed authorised representatives and remarks (items 1, 3b, 4a, 5a-b) resolved by the Ordinary General Meeting on 1 April 2022 were incorporated into the text of the Articles of Association published above and certified by the notaries BISCHOFF & BÜRGER submitted to the competent registry court for execution. The Local Court of Cologne approved the amendments to the Articles of Association on 14 July 2022 registered in the register of associations under the number VR 19709.