Articles of association from 29.01.2020

§ 1

Name, registered office and financial year

1. The name of the association is: Zentrum für Selbstbestimmtes Leben Behinderter e.V. (abbreviation: ZSL e.V.).
2. The association is based in Erlangen and is entered in the register of associations.
3. The financial year is the calendar year.

§ 2

Purpose and objectives

1. The aims of the association are to represent the interests of equality, self-determination and full social participation of people with disabilities in terms of inclusion. The association opposes all forms of discrimination against people with disabilities. This refers to disabilities or chronic illnesses of any kind. The association's objectives also include providing advice and support for self-determined living, in particular by organizing personal assistance.
   Purpose and objectives are achieved through:
   
   1. Management, external representation and decision-making authority in the association lie primarily with people with disabilities;
   2. Peer counseling is provided by people with disabilities for people with disabilities and is independent of other services.
2. The association represents the interests of this group of people in order to achieve a self-determined life for disabled people in society and to improve their living conditions in the long term. It openly opposes social developments that jeopardize the right to life.
   people with disabilities.
3. The means to achieve these goals are
   
   1. Operation of a counseling center to advise affected persons, their relatives and institutions in the sense of peer counseling and to influence politics and the public accordingly;
   2. Operation of an assistance organization, primarily to enable life in the community with the best possible preservation of the self-determination of those affected and also to sustainably improve the assistance/care situation;
   3. Promoting the inclusion of people with disabilities in working life. The association performs this task through its participation in „ACCESS - Inklusion im Arbeitsleben gemeinnützige GmbH“, based in Erlangen;
   4. Promotion of all activities and developments of projects in the social, professional, political and health sectors as well as in the field of education, which are suitable for bringing about or supporting the purpose in accordance with § 2.1;
   5. Cooperation with other organizations, participation in and membership of other corporations and associations with the same purposes.
4. ZSL e.V. is run by full-time employees and volunteers (primarily people with disabilities).
5. The association has no party political or religious affiliations.
6. The association pursues exclusively and directly non-profit and charitable purposes within the meaning of the section „Tax-privileged purposes“ of the German Tax Code as amended.
7. The association is selflessly active and does not primarily pursue its own economic purposes. The association's funds may only be used for statutory purposes. Members shall not receive any benefits from the Association's funds. No member may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

§ 3

Membership

1. Only disabled and chronically ill people within the meaning of Section 2 SGB IX (as of 08.2019) who have reached the age of 16 can become members with voting rights.
2. Natural and legal persons who support the work of the ZSL e.V. can become supporting members. They have the right to speak and submit motions, but no voting rights.
3. You become a member or supporting member by submitting an application to the Association Council, which decides on the acceptance and type of membership.
4. Membership ends with
   
   1. Death of the member;
   2. Resignation in the form of a written declaration to the Association Council;
   3. Expulsion: The General Assembly decides on expulsion by a 2/3 majority of the members present and entitled to vote. As a rule, expulsion is to be pronounced in the event of gross misconduct that is detrimental to the association. Before the resolution is passed, the member must be given the opportunity to make a written statement within 14 days;
   4. outstanding membership fees of two years automatically.

§ 4

Rights and obligations of members

1. All members have the right to submit questions to the General Meeting (GM) and to discuss them on an equal footing. Motions must be submitted up to two weeks before the AGM.
2. All members support the association in achieving its objectives and promote the purposes stated in the articles of association to the best of their ability.

§ 5

Membership fee

1. Members of the association are required to pay contributions.
2. The minimum contribution is determined by resolution of the General Meeting.
3. The contribution must be paid by June 30 of each year.
4. In justified exceptions, the Association Council may reduce, defer or waive contributions upon request.

§ 6

Organs of the association

The bodies of the association are

a. General meeting;

b. Association Council;

c. Board of Directors.

§ 7

General Meeting (GM)

1. All members and supporting members belong to the MV.
2. The AGM is generally not open to the public. The Association Council may allow non-members to attend in individual cases.
3. The invitation to the AGM must be sent in writing or by email together with the agenda at least four weeks before the date of the meeting to the address of the members and supporting members last notified to the association.
4. Motions from members and supporting members on the agenda that are to be voted on must be submitted to the Association Council at least two weeks before the date of the meeting. Resolutions on amendments to the articles of association and the dissolution of the association are only permissible if these items have been announced in the invitation in accordance with the articles of association.
5. The GM is quorate regardless of the number of members present who are entitled to vote. Each member entitled to vote has one vote. Votes are cast by secret ballot upon request. Proxy voting in the event of absence from the GM and proxy voting are not permitted.
6. The AGM is convened by the Association Council:
   • at least once a calendar year;
   • if the interests of the association so require;
   • if requested in writing by at least one third of the members, stating the reason.
7. The GM decides on fundamental matters of the association, in particular
   1. Election of the members of the Association Council for a term of three years;
   2. Election of two auditors for three years, who are neither members of the Association Council nor employees of the Association;
   3. Discharge of the Board of Directors, the Association Council and the auditors;
   4. Resolution on the amount of the membership fees;
   5. Resolution on motions to the AGM;
   6. Amendments to the Articles of Association;
   7. Approval of memberships in associations and societies;
   8. Dissolution of the association.
8. Elections and resolutions are passed by a simple majority of the votes cast. A majority of ⅔ of the members present and entitled to vote is required to amend the Articles of Association and a majority of ¾ of the members present and entitled to vote is required to dissolve the Association.
9. Minutes of the meeting must be kept and signed by two members of the Association Council and the secretary. The minutes shall be sent to the members within four weeks. If no objections to the minutes are raised in writing to the Association Council within four weeks of them being sent to the members, the minutes shall be deemed approved. The Association Council decides on objections and reports on them at the next General Meeting.

§ 8

Association Council

1. Members of the Association Council
   1. The Association Council consists of a minimum of 3 and a maximum of 5 adult members of the Association who are entitled to vote.
   2. The members of the Association Council may not be in a full-time direct employment relationship with the association. The Association Council is elected for a term of 3 years.
   3. Volunteers are entitled to reimbursement of proven expenses in accordance with §670 BGB. Members of the Association Council and other board members may receive compensation in the amount of the honorary allowance. The amount of the payment is decided by the general meeting.
   4. The Association Council may adopt rules of procedure.
2. Tasks of the Association Council
   1. In consultation with the Executive Board, the Association Council discusses and decides on the fundamental social and association policy objectives and statements, insofar as this does not fall within the remit of the General Assembly.
   2. The Association Council elects and appoints the members of the Executive Board.
   3. The Association Council concludes employment contracts with the members of the Executive Board.
   4. The Association Council advises and monitors the Executive Board, whereby it may use the services of an auditor or other expert third parties at the Association's expense. The Association Council has an unrestricted right to information from the Executive Board.
   5. The Association Council decides on the Association's business plan to be submitted by the Executive Board.
   6. The Association Council approves the annual financial statements prepared by the Executive Board and, if applicable, audited by the auditor, decides on the treatment of the annual result and decides on the proposal to discharge the Executive Board at the General Meeting on the basis of the audited annual financial statements.
   7. The Association Council may appoint special representatives for certain transactions in accordance with Section 30 BGB.
3. Resolution of the Association Council
   1. The ordinary meetings of the Association Council generally take place once per calendar quarter. The Association Council may also convene additional meetings. Meetings of the Association Council must be convened by two of its members with at least two weeks' notice. In all other respects, the provisions for convening the General Meeting apply accordingly.
   2. The members of the Executive Board may be invited to these meetings of the Association Council, in which case they have the right to propose motions and speak.
   3. The resolutions of the Association Council are passed by a simple majority of the votes cast.
   4. Minutes must be taken of the meetings of the Association Council, which must be signed by at least two members of the Association Council.

§ 9

Management Board

1. Members of the Executive Board
   1. The Executive Board in accordance with § 26 BGB consists of one or more full-time members of the Executive Board, who must correspond to the group of persons in accordance with § 3.1,
      unless the GM decides on exceptions in individual cases by a ⅔ majority. The areas of business and transactions requiring approval are determined in
      The Executive Board is governed by rules of procedure adopted by the Association Council. The Executive Board performs its duties on a full-time basis in return for appropriate remuneration within the framework of a
      employment contract. The Board of Directors should be composed of an equal number of male and female members where appropriate. If there are several members of the Executive Board, the association is
      represented jointly by at least two members of the Management Board.
   2. Members of the Board of Directors are elected by the Association Council in separate ballots.
   3. The Board of Directors is elected by the Association Council for a term of four years. It remains in office thereafter until a new Executive Board is appointed.
2. Tasks of the Executive Board
   1. The Executive Board manages the business of the association.
   2. It is responsible for all matters that are not expressly the responsibility of the General Meeting or the Association Council.
   3. The Executive Board represents the association in and out of court.

§ 10

Resolution

If the association is dissolved or its previous purpose ceases to exist, the remaining assets of the association shall be transferred to „ACCESS - Inklusion im Arbeitsleben gemeinnützige GmbH“ based in Erlangen, which must use them exclusively and directly for charitable purposes that are also tax-privileged purposes.