Statutes of the Association PlantNOW e.V. (translated from german)

Date of establishment of the statutes: 15.04.2021

§ 1 Name, registered office and financial year

(1) The association bears the name “PlantNOW” – hereinafter referred to as the “Association”. It is to be entered in the register of associations and will receive the suffix “e.V.” after registration.

(2) The association has its registered office in Weinheim, Germany.

(3) The fiscal year is the calendar year.

§ 2 Purpose of the association

(1) The purpose of the association is to raise public awareness for nature, climate and species protection as well as the ideological and financial support of entities and projects that are active in these areas. The association and its supporters thus make an important active contribution to nature, climate and species protection as well as public welfare.

(2) The United Nations Environment Programme (UNEP) has declared 2021-2030 as the decade for global ecosystem restoration. The association wants to contribute to this, and the entities supported by the association are actively engaged in their projects for the preservation and restoration of ecosystems and for the implementation of the goals of the Paris Climate Agreement. A prerequisite for the promotion of a corporation by the association is the official recognition of its non-profit status in the respective countries.

Activities of supported organizations and projects:
The PlantNOW national groups (as an example of supported entities) run sustainable projects in the field of nature-, climate- and species protection. These include, in particular, public relations work, renaturation and reforestation measures as well as land acquisition of existing natural landscapes to ensure their preservation. The support of biodiversity, sustainability, regenerative impulses and the observance of scientific findings play a central role in the activities and projects. Current local conditions as well as changes due to climate change are also taken into account.

(3) The purpose of the association is realized in particular by:

a) Public relations work and raising awareness of nature, climate and species protection, for example by providing information on the design and implementation of funded projects.

(b) Conferences and appropriate training, education and continuing education activities.

c) Cooperation with other non-profit corporations, associations and organizations whose goals are in line with the association’s goals, as well as public-law institutions.

d) Ideational and conceptual support, as well as provision of material resources and financial contributions for the promotion of projects of beneficiary corporations.

e) Supporting projects through the placement of volunteers who wish to actively participate in their implementation.

(4) The funds required for the realization of the purpose of the statutes are procured by:

a) Donations, contributions, apportionments, grants and other allowances.

b) Economic activities through the sale of goods and services, holding events and festivals and other economic activities.

§ 3 Non-profit / altruism

(1) The Association exclusively and directly pursues charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code as amended. It operates as a promotional association according to § 58 No. 1 AO, which uses its funds for the realization of the association’s purpose named in §2 (1), primarily by promoting tax-privileged purposes of corporate bodies as named in §2 (2).

(2) The association is selflessly active; it does not primarily pursue its own economic purposes.

§ 4 Use of funds / Prohibition of preferential treatment

(1) The Association’s funds may only be used for purposes in accordance with the Articles of Association.

(2) Members shall not receive any benefits from the funds of the Association. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high payments.

(3) The Board of Directors receives appropriate remuneration for its activities.

(4) If required, association offices can be exercised against payment on the basis of a service contract or against payment of an expense allowance in accordance with § 3 No. 26a EStG (Income Tax Act) within the framework of budgetary possibilities. The decision about a paid activity of the association is made by the board of directors. The same applies to the contents of the contract and the termination of the contract. The Board of Directors is authorized to decide on the reimbursement of expenses.

§ 5 Members

The association has:

(1) Supporting members (§ 6 section 2)

(2) Voting members (§ 6 section 3)

(3) Honorary members (§ 6 Absatz 4)

§ 6 Acquisition of membership

(1) Any natural or legal person who is committed to the purpose of the association and makes a regular contribution can become a member.

(2) Supporting membership is applied for by declaration to the association. The Board of Directors decides on the admission as a supporting member.

(3) Voting members must have reached the age of 18. Voting members shall be admitted by resolution of the General Assembly. The application for admission must be submitted in writing or electronically.

(4) The Board of Directors may appoint honorary members to represent the Association. Honorary members are not entitled to vote and are exempt from the obligation to pay dues.

(5) There is no entitlement to admission. The rejection of the Executive Board or the General Meeting is not contestable.

§ 7 Membership rights

(1) Voting members have the rights granted by law to members of the Association, in particular a right to vote at the General Meeting.

(2) Supporting members make contributions in the form of monetary donations and support the association through intellectual affiliation. They have the right to make suggestions and receive information about the activities of the association and the use of the supporting contributions. Upon request, they will receive written information about the activities and developments of the Association at regular intervals.

§ 8 Membership fees

Dues shall be collected from members, the minimum membership fee shall be set by the meeting of voting members. Honorary members are exempt from the obligation to pay dues.

§ 9 Termination of membership

(1) Membership as a voting member shall be terminated by

a) Resignation (by declaration to the association);

b) Death;

c) Exclusion (section 3);

(2) The membership as supporting members ends by

a) Termination of sustaining membership (by declaration to the Association);

b) Death or dissolution of the legal entity;

c) Exclusion (section 3)

(3) The exclusion of a member from the association can take place

a) by resolution of the Board of Directors, if, for example, a member is in arrears with the payment of the membership fee and does not pay it even after the Board of Directors has set two reasonable deadlines in writing or electronically.

b) by resolution of a general meeting for good cause. Important reasons are, in particular, conduct detrimental to the objectives of the association, violation of statutory obligations or if the conduct of the member is otherwise grossly contrary to the interests of the association. The assembly of voting members decides on the exclusion of voting members. This requires a majority of two-thirds of the votes present. The member concerned must be given the reasons for the exclusion in writing in advance and be given the opportunity to make a written statement.

(4) The resigned or expelled member has no claim against the association’s assets. Upon termination of membership, for whatever reason, all claims arising from the membership relationship shall expire. A refund of contributions, admission fees, apportionments, donations or other support payments is generally excluded. The claim of the association for arrears of contributions remains unaffected.

§ 10 Organs of the association

Organs of the association are:

(1) the general meeting

(2) the board of directors

§ 11 General meeting

(1) The general meeting is to be convened when the interest of the association requires it, but at least once a year. The General Meeting shall be convened by the Board of Directors with two weeks’ notice. The meeting shall be convened in writing by e-mail and must specify the items for resolution (agenda). The period shall commence on the day following the dispatch of the invitation letter.

(2) Any duly convened meeting shall always constitute a quorum regardless of the number of members attending.

(3) The general meeting is chaired by the board of directors. If the Board of Directors is not present, a chairman of the meeting shall be elected by the General Meeting. A secretary must also be elected at the beginning of the general meeting.

(4) Only members with voting rights have voting rights at the General Meeting. Each voting member shall have one vote. The right to vote may only be exercised in person or on behalf of a member upon presentation of a written proxy. Voting rights may be transferred by written proxy. A maximum of five votes may be assigned to one member. The transfer of voting rights must be notified to the chairman of the meeting before the start of the General Meeting.

(5) Resolutions and elections shall be held openly.

(6) Unless other majorities are prescribed by law or in these Articles of Association, a simple majority of the votes cast shall suffice for the adoption of resolutions. Abstentions and invalid votes shall not be taken into account. Amendments to the Articles of Association and the dissolution of the Association can only be decided by a majority of 3/4 of the valid votes cast by the members present or represented by valid proxy.

(7) Resolutions and elections must be recorded in the minutes. The minutes shall contain the place, date, agenda and the result of the votes and shall be signed by the Executive Board and the Secretary.

(8) In derogation of Section 32 (1) sentence 1 of the German Civil Code (BGB), the Executive Board may decide at its own discretion and state in the invitation that members may or must participate in the General Meeting without being present at a meeting location and exercise their membership rights by means of electronic communication (Online General Meeting).

(9) The Board of Directors may adopt suitable technical and organizational measures for the conduct of such a General Meeting in “Rules of Procedure for Online General Meetings”, which shall in particular ensure that only Association members participate in the General Meeting and exercise their rights (e.g. by means of the allocation of an individual login).

(10) The “Rules of Procedure for Online General Meetings” are not part of the Articles of Association. The Board of Directors shall be responsible for issuing, amending and revoking these Rules of Procedure and shall decide on this by simple majority. The current version of the Rules of Procedure shall become binding for all members upon publication on the Association’s website.

(11) In derogation of Section 32 (2) of the German Civil Code (BGB), a resolution shall also be valid without a general meeting if

• all members were involved in text form,

• at least half of the members have cast their votes in text form by the deadline set by the Executive Board, and

• the resolution was passed with the required majority.

§ 12 Board of Directors

(1) The Board of Directors in the sense of § 26 BGB (German Civil Code) consists of up to three persons. The members of the Board of Management have sole power of representation.

(2) The Board of Directors is elected and appointed by the General Meeting for a period of five years. Re-election is permitted. The Board of Directors shall remain in office until the election of a new Board. Each member of the Board of Directors shall be elected individually. If a member of the Board resigns during the term of office, the Board may elect a substitute member who shall remain in office until a new election is held by the General Assembly.

(3) Only voting members of the association can become members of the board.

(4) The Board of Directors is responsible for managing the work of the Association. It may adopt rules of procedure and may distribute special tasks among its members or appoint committees to deal with them. The Board of Directors is authorized to grant powers of attorney – also with individual power of representation – for specific areas of responsibility or specific individual cases.

(5) The Board of Directors is exempt from the restrictions of § 181 of the German Civil Code (BGB).

(6) Upon termination of membership in the Association, the office as a member of the Executive Board shall also end.

§ 13 Cash auditor

(1) The general meeting elects an auditor for a period of two years.

(2) The auditor may not be a member of the board of directors of the association.

(3) The re-election of the cash auditor is permissible.

§ 14 Dissolution

In the event of the dissolution of the Association or the discontinuation of tax-privileged purposes, the assets of the Association shall be transferred to a non-profit corporation which is active in the area of the Association’s purpose. The latter must use the assets directly and exclusively for charitable purposes.