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 has its registered office in 50670 Cologne, Im Mediapark 5.

§ 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 Board of Directors shall be authorised by the General Meeting to develop a strategy and a short concept for the reorientation of the Health Media Award and the association Health Media Award e.V. together with the agency Hässelbarth & Freunde based in Düsseldorf. This concept, this strategy is to be presented, discussed and decided by means of an extraordinary general meeting.

§ 3 - Membership

(1) In addition to the founding members, only companies (legal entities) and natural persons who are active in a freelance, commercial or other business capacity can become supporting members. The decision on admission shall be made by the 1st Chairperson and shall be confirmed in writing or digitally. The application for membership can also be submitted digitally.

(2) 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.

(3) The 1st Chairperson may also appoint supporting members with an annual turnover of less than €100,000.00, if the admission of this company or entrepreneurial person makes a special contribution to the promotion of the purpose of the Association. A decision of the members is not required for this.

§ 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.

§ 4 - End of membership

(1) Membership ends through death, resignation or exclusion. Resignation shall be effected by written declaration to the Executive Board. The Executive Board shall decide on the exclusion of a sustaining member. This also applies to the exclusion of founding members.

(2) A member's notice of resignation 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.

(3) A member may only resign from the Association after 24 months. For members who have already belonged to the Association for more than 24 months, the current membership period shall be reduced to 12 months. This does not apply if they 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 an organ according to § 6 of the Statutes.

(4) By a resolution of the Executive Board, the resignation of a member may, after prior written consultation, also be determined after the expiry of a notice period or at the end of the current business year. Otherwise, the declaration of resignation must be submitted in writing (§ 4 paragraph 2 of the Statutes) to the Executive Board two months before the earliest possible date of resignation.

(5) Paragraphs (1) to (4) shall apply mutatis mutandis to sustaining members and founding members as long as a resolution of the Board of Directors or the subscription rules do not regulate otherwise.

§ 5 - Contributions

(1) Contributions (membership fees) shall be levied from the supporting members. The amount of the sponsorship fee shall be determined in a contribution regulation.

(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 payment of dues.

(4) The Executive Board is entitled to decide on special contributions.

(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 delegate the duties of a secretary to non-members, 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 €250,000.00 - without the consent of the Board or the members (disposition of account). This also includes the payment of advance payments, loans, hospitality and travel expenses, expenses for private purchases, private travel and private hospitality, membership fees for a fitness club as well as personal training for the board members.

§ 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 Executive 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 two 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 seven 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 email). The agenda may be amended or changed by a majority vote at the General Assembly; this does not apply to amendments to the Statutes or to the purpose of the Association.

(4) The general meeting shall pass its resolutions 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. Resolutions may also be online (e.g. via email, telephone, Skype) if all participants of the General Assembly agree.

(5) Resolutions may also be passed online (e.g. via e-mail, telephone, Skype) if all participants of the General Assembly agree (online General Assembly). If there is no agreement to hold an online General Assembly, the Executive Board shall decide in the last instance whether the General Assembly shall be held by means of a video conference. The decision of the Executive Board cannot be appealed 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 by e-mail as a link.

§ 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 and shall be signed by the 1st Chairperson or his/her Deputy and the Secretary or a minute-taker elected by the General Assembly of Members. The minutes may also be documented electronically (e.g. as a PDF) with signature or confirmation via email 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 1st Chairperson or his/her deputy may appoint special representatives for the Association.

(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 of the aforementioned tasks of the special representative shall be regulated by a separate fee agreement between him and the 1st Chairperson.

§ 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. Details shall be regulated by a separate fee agreement concluded 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 may only be decided at a special meeting to be convened for this purpose with 14 days' notice. extraordinary 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 text of the Articles of Association published above was drawn up by the notaries BISCHOFF & BÜRGER submitted to the competent registry court for execution and on the 18 January 2021 entered in the register of associations by the Cologne Local Court under the register of associations no. VR 19709.