STATUES OF ERPS E.V.
§1 NAME AND REGISTERED OFFICE
(1) The association bears the name “ERPS” as an abbreviation of “European Recorder Players Society.” Upon registration in the register of associations, it carries the suffix “e.V.”, i.e., “European Recorder Players Society – ERPS e.V.”
(2) The association has its registered office in Munich.
(3) The financial year is the calendar year.
§2 PURPOSE AND NON-PROFIT STATUS
(1) The association, with its registered seat in Munich, exclusively and directly pursues non-profit purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code.
(2) The purpose of the association is to promote a Europe-wide network that provides recorder players of all levels – amateurs, professional musicians, teachers, and students – with a forum for mutual exchange and music-making. This purpose oft he Association is achieved in particular through:
a) A biennial event (“Biennale”) serving as a platform for getting to know and appreciating the various trends and styles of the European recorder scene.
b) The organization of international competitions to promote and present emerging recorder players.
c) A periodic newsletter providing information about workshops, concerts, or similar activities of the members.
(3) The association acts selflessly; it does not primarily pursue its own economic interests.
(4) The funds of the association may only be used for statutory purposes. Members receive no benefits from the association’s funds.
(5) No person may be favored by expenses unrelated to the association’s purpose or by disproportionately high remuneration.
§3 ACQUISITION OF MEMBERSHIP
(1) Any natural or legal person may become a member.
(2) Applications for membership must be submitted in writing to the Executive Board using the form available on the association’s website. For minors, the application must be submitted by their legal representatives. The Executive Board decides on applications at its own discretion. The Board is not required to give reasons for rejecting an application.
(3) Members are divided into active and supporting members:
a) Active members are, in addition to the founding members, those natural persons who actively participate in the Association. They have both active and passive voting rights in the General Assembly.
b) Supporting members may be any natural or legal persons willing to provide financial support for the purposes of the Association. They do not have voting rights in the General Assembly but may attend it.
§4 TERMINATION OF MEMBERSHIP
(1) Membership ends upon death (or dissolution in the case of legal entities), withdrawal, or expulsion.
(2) Withdrawal must be declared in writing to the Executive Board. Withdrawal may only be declared with a notice period of three months effective at the end of the financial year. If the declaration is not made within the required notice period, it shall only take effect at the next possible withdrawal date.
(3) A member may be excluded from the Association by resolution of the Executive Board if they are more than three months in arrears with payment of their admission fee or membership contributions and, despite a written reminder including notice of exclusion, have failed to settle the outstanding amounts.
(4) A member may be excluded from the Association by resolution of the Executive Board if they:
a) commit serious violations of the statutes or regulations of the Association,
b) act in a manner that seriously contradicts the interests, purpose, and objectives of the Association
c) insult members or governing bodies of the Association, or
d) misuse Association facilities.
The member must be given the opportunity to comment on the reasons for exclusion before the Executive Board within one month. These reasons must be communicated to them at least two weeks in advance. After rejection by the Executive Board, the member may request a decision by the General Assembly within one month.
§5 RIGHTS AND DUTIES OF MEMBERS
(1) Each member has the right, in accordance with the relevant provisions, to participate in all events of the Association. Each active member has equal voting and electoral rights in the General Assembly.
(2) Each member has the duty to promote the interests of the Association, in particular by regularly paying their membership fees and, insofar as they are able, supporting the activities of the Association through their participation and cooperation.
§6 ADMISSION FEE AND MEMBERSHIP CONTRIBUTIONS
(1) Each member shall pay an annual membership fee in advance, which is due in the first quarter of the respective year.
(2) The amount of the admission fee shall correspond to the amount of the membership fee.
(3) The amount of the membership fee shall be determined by the General Assembly.
§7 ORGANS OF THE ASSOCIATION
The organs of the Association are the Executive Board and the General Assembly.
§8 THE EXECUTIVE BOARD
(1) The Executive Board consists of the President, the Vice President, the Secretary, and the Treasurer. Each of them represents the Association individually.
(2) The Executive Board may be expanded to include additional members responsible for specific areas of expertise. As a rule, they do not represent the Association externally; however, they may be granted authority to represent the Association in matters relating to their respective area of responsibility.
(3) The members of the Executive Board shall not receive any remuneration.
§9 DUTIES OF THE EXECUTIVE BOARD
The Executive Board of the Association is responsible for representing the Association in accordance with § 26 of the German Civil Code (BGB) and for managing its affairs. In particular, it has the following duties:
a) Convening and preparing the General Meetings, including the preparation of the agenda,
b) Implementing the resolutions of the General Meeting,
c) Administering the assets of the Association and preparing the annual report,
d) Admission and exclusion of members of the Association.
§10 APPOINTMENT OF THE EXECUTIVE BOARD
(1) The members of the Executive Board shall be elected individually by the General Assembly for a term of four years. Members of the Executive Board must be members of the Association; membership of the Executive Board shall end upon termination of membership in the Association. Re-election or early removal of a member by the General Assembly is permissible. A member shall remain in office after the expiry of the regular term until their successor has been elected.
(2) If a member leaves the Executive Board prematurely, the remaining members of the Executive Board are entitled to appoint a member of the Association to the Executive Board until the election of a successor by the General Assembly.
(3) Members of the Executive Board may resign at any time by submitting a written declaration. The resignation must be addressed to the Executive Board; in the case of the resignation of the entire Executive Board, it must be addressed to the General Assembly. In such a case, an extraordinary General Assembly shall be convened in due time.
§11 DELIBERATION AND RESOLUTION-MAKING OF THE EXECUTIVE BOARD
(1) The Executive Board shall meet as required and shall be convened by the President. A notice period of one week should be observed. The President shall chair the meeting; in the event of their absence, the Vice President shall preside. A meeting of the Executive Board may be held either in person, by video conference, or in a hybrid format.
(2) The Executive Board has a quorum if at least two members are present. The Executive Board shall adopt its resolutions by simple majority vote; in the event of a tie, the vote of the President shall decide, or in the President’s absence, the vote of the Vice President.
(3) The resolutions of the Executive Board must be recorded in minutes. The minutes shall be signed by the person taking the minutes as well as by the chairperson; in the event of the chairperson’s absence, by their deputy or by another member of the Executive Board.
§12 DUTIES OF THE GENERAL ASSEMBLY
The General Assembly is responsible for decisions in the following matters:
a) Amendments to the statutes,
b) Determination of the amount of the admission fee and membership contributions for active and supporting members,
c) Decision on appeals against the exclusion of members from the Association,
d) Advising the Executive Board on matters of fundamental importance to the Association,
e) Election and removal of members of the Executive Board,
f) Acceptance of the annual report and discharge of the Executive Board,
g) Dissolution of the Association.
§13 CONVENING OF THE GENERAL ASSEMBLY
(1) The ordinary General Assembly shall take place once a year. It shall be convened by email with a notice period of two weeks and with the agenda included. Members without a known email address shall be invited by letter.
(2) The agenda shall be set by the Executive Board. Any member of the Association may request an addition to the agenda by email to the Executive Board no later than one week before the General Assembly. The Executive Board shall decide on the request. Motions concerning the agenda that are not accepted by the Executive Board or that are submitted for the first time at the General Assembly shall be decided by a majority of the votes of the members present. This does not apply to motions concerning amendments to the statutes, changes to membership fees, or the dissolution of the Association.
(3) The Executive Board must convene an extraordinary General Assembly if the interests of the Association so require or if at least one tenth of the members request it in writing, stating the purpose and reasons.
§14 PASSING OF RESOLUTIONS BY THE GENERAL ASSEMBLY
(1) The General Assembly shall be chaired by the Chairperson of the Executive Board; in the event of their absence, by the Vice Chairperson, and if both are absent, by a meeting chairperson elected by the General Assembly.
(2) Die The General Assembly shall generally take place as a hybrid event. Members participating virtually shall be treated equally to those physically present, and voting by show of hands shall be carried out accordingly via a “yes/no” function in the chat. In the following, only the term “in-person meeting” shall be used, unless explicitly stated that virtual participation is included. The same applies to members who have cast their vote in advance in text form.
(3) Members who are unable to attend the General Assembly may be given the opportunity to cast their vote in text form prior to the meeting. Alternatively, members may authorize another member to represent them at the General Assembly. For this purpose, a model proxy form shall be attached to the notice of convocation.
(4) Every General Assembly shall constitute a quorum regardless of the form of the meeting, the number of members present/connected, or the number of votes cast. Votes submitted in advance shall also be taken into account.
(5) By resolution of the General Assembly, the agenda drawn up by the Executive Board may be amended or supplemented. Elections to the Executive Board may only take place if they have been announced in advance in the agenda sent with the notice of convocation.
(6) The General Assembly shall adopt its resolutions in open voting by show of hands with a majority of the votes of the members present. In elections, if none of the candidates achieves a majority of the votes of the members present, a run-off election shall be held. Resolutions on amendments to the statutes require a three-quarters majority, and the dissolution of the Association requires a nine-tenths majority of the valid votes cast. Resolutions on the premature removal of individual members of the Executive Board or the entire Executive Board require a two-thirds majority of the valid votes cast.
(7) Minutes of the proceedings of the General Assembly and the resolutions adopted shall be prepared by the Secretary and signed by the person taking the minutes and the chairperson of the meeting. If the Secretary is not present, the Executive Board shall appoint a person to take the minutes.
§15 AUDITOR
(1) The General Assembly shall elect an auditor who may not be a member of the Executive Board, for a term of two years.
(2) The audit of the accounts includes the cash balance, the proper accounting records, and compliance with the statutory requirements. In particular, the auditor is responsible for examining the cash holdings, the balances of the Association’s bank accounts, the accuracy and completeness of supporting documents, the proper recording of transactions, income and expenditure, the profit and loss statement, and the inventory. The auditor may limit their review to sample checks if there is no reason for a more detailed audit.
(3) The auditor shall prepare a written audit report.
§16 DISSOLUTION OF THE ASSOCIATION, TERMINATION FOR OTHER REASONS, LOSS OF TAX-PRIVILEGED PURPOSES
(1) In the event of the dissolution of the Association, the President and the Vice President shall act jointly as liquidators with the power of representation, unless the General Assembly appoints other persons.
(2) In the event of the dissolution or abolition of the Association, or in the event of the loss of tax-privileged purposes, the assets of the Association shall be transferred to a tax-privileged legal entity, which shall use them for charitable purposes, in particular those set out in §2 of these statutes. The recipient shall be determined by the Executive Board in agreement with the General Assembly.
(3) The above provisions shall apply accordingly if the Association’s legal capacity is withdrawn.
§17 DATA PROTECTION
(1) In order to fulfil the purposes and tasks of the Association, personal data relating to the personal and factual circumstances of members shall be processed within the Association in compliance with the requirements of the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Where the conditions set out in the relevant provisions are met, each member of the Association shall in particular have the following rights:
a) the right of access under Article 15 GDPR,
b) the right to rectification under Article 16 GDPR,
c) the right to erasure under Article 17 GDPR,
d) the right to restriction of processing under Article 18 GDPR,
e) the right to data portability under Article 20 GDPR,
f) the right to object under Article 21 GDPR, and the right to lodge a complaint with a supervisory authority under Article 77 GDPR.
(2) The bodies of the Association, all employees, and any other persons working for the Association shall be prohibited from processing, disclosing, making accessible to third parties, or otherwise using personal data without authorization for purposes other than those required for the performance of their duties. This obligation shall continue to apply even after such persons have left the Association.
(3) Depending on legal requirements, the Executive Board shall appoint a Data Protection Officer to fulfil the tasks and obligations under the EU General Data Protection Regulation and the German Federal Data Protection Act.