Berlin International Women’s Club e.V.

BERLIN INTERNATIONAL WOMEN’S CLUB

(hereafter called BIWC)

ARTICLE I - NAME, REGISTERED OFFICE, CLUB YEAR, PURPOSE

I.1 The Club is named "Berlin International Women’s Club". It shall be entered in the official register; after entry "e.V." (Registered club) will be added to the name.

I.2 The registered office will be in Berlin.

I.3 The business year of the BIWC is the calendar year. There will be a short financial year from 1 September to 31 December 1997.

I.4 Purpose

I.4.1 Berlin, being the federal capital, requires more and more the integration of foreigners, who are arriving here or are resident in Berlin and who need support, both professionally and privately.

The BIWC, representing a part of Berlin?s international community, pursues these objectives by:

• helping its members and their families to become familiar with the city;
• promoting integration into Berlin and the Federal Republic of Germany, through creating and supporting cultural and mutual assistance links.

The BIWC, therefore, pursues exclusively and directly non-profit- making objectives, in accordance with the section "Steuerbeg?nstigte Zwecke" (tax-deductible purposes) of the Tax Law ( 5I-68 AO).

I.4.2 Implementation of the Objectives

The Club realises these objectives through supporting and promoting, among others, the following activities of its members:

• Monthly meetings to promote the social and especially cultural integration of its members, e.g. by inviting guests to these meetings;
• Groups with mutual special interests (Special Interest Groups), e.g. "Exploring Berlin" and "Culture Vultures" which present the cultural and historical aspects of Berlin, and "German Speakers" which practise German conversation;
• The formation of Neighbourhood Groups with the aim of enabling especially new members to establish initial contacts, as well as facilitiating assimilation into the new environment, e.g. by assisting with official institutions;
• Regular events (other regular events, e.g. Open Day).

I.4.3 The Club works selflessly; it does not pursue, as a first priority, economic objectives for its own benefit. The Club is independent of any political party. The Club’s language is English.

I.4.4 The financial means of the Club can only be used for purposes which are in accordance with the Club’s statutes. All official functions within the BIWC are honorary functions. Activities which contradict the Club’s non-profit-making objectives are not permitted.

ARTICLE II - ASSETS AND FUNDS

II.1 Eventual profits may only be used for objectives according to the constitution of the Club. The members are not allowed to receive shares of profit nor other gratuities deriving from the fund of the Club. No person shall be favoured by expenses, which are considered inappropriate to the objectives of the BIWC nor by disproportionately high reimbursements.

ARTICLE III - ACQUISITION OF MEMBERSHIP

III.1 The membership is open to all women living in the Berlin area or nearby communities.

III.2 Non-Berlin residents may also apply for membership, acceptance is at the discretion of the Executive Committee.

III.3 If it is apparent that any one nationality within the Club starts to dominate, which contravenes the aims of the Club to operate as an International Club, and in order to maintain a truly international representation, the Executive Committee may, at its discretion, institute a waiting list for that nationality until such time as a more representative membership has been achieved.

III.4 The Executive Committee decides upon the written application for acquisition of membership. The application shall include the name, the nationality and the address and telephone number of the applicant.

III.4.1 An application will be held on file for I4 days pending payment of subscription. Applications submitted just before the end of the first half year, where payment is then withheld until the second half year to take advantage of the reduced rate, will be refused.

III.4.2 At the Executive Committee’s discretion a cut-off period where no new members are taken in the final months of the year, will apply. During this period applicants may pay the full subscription for the coming year and will begin to receive publications from the time of payment being received.

III.4.3 Women interested in taking up membership of the BIWC are invited to attend two of the regular monthly meetings before deciding whether to join.

III.5 Associate Members

III.5.1 Members who leave Berlin may apply for Associate Membership. The subscription for Associate Membership will be 50 % (excluding postage) of the current annual rate, payable at the beginning of the next Club year after leaving Berlin.

III.5.2 Associate Members will be entitled to receive Club publications and if visiting Berlin can also attend BIWC meetings.

III.5.3 Non-members may be accepted as Associate Members in special circumstances and as decided upon by the Executive Committee.

III.5.4 Previous members who became Associate Members upon leaving Berlin and who at a later date return to Berlin will be given priority for re-application, should a waiting list exist at the time.

ARTICLE IV - RIGHTS AND OBLIGATIONS OF THE MEMBERS

IV.1 Subscriptions are to be paid by all members. The annual amount and its maturity is determined by the Executive Committee.

IV.2 Members who join the BIWC after 30 June pay half the subscription of the running year.

lV.3 A member who joins the Club in the second half of the Club year, paying 50 % of the annual subscription, and then allows membership to lapse, only to reapply in the following second half year will be refused membership.

IV.4 Members who allow their membership to lapse for more than 60 days will cease to be members and must reapply for membership. New membership will be granted at the discretion of the Executive Committee.

IV.5 The subscriptions have to be paid annually within 60 days of the given date to the treasurer.

IV.6 Members of the BIWC may not assume obligations on behalf of the Club without permission from the Executive Committee.

IV.7 Each member is responsible for the financial obligations which have been assumed regarding the Club. Services, requested from the Club by its members, are to be paid in the amount agreed upon even if no use will be made of these, for whatever reasons. If such obligations are not fulfilled within 30 days upon date of invoice, the membership of the Club can be withdrawn.

lV.8 Only members who have met their obligations are allowed to participate in the activities of the Club.

IV.9 The Club language is English.

IV.10 Each member is eligible to obtain the Club?s newsletter and the Membership Directory.

IV. 11 Each member has the possibility to apply voluntarily for a post or to nominate others for it.

IV. 12 At special meetings and functions where guest participation is foreseen, each member may invite guests who may be of either sex and not necessarily potential members to the BIWC. If space is limited preference is given to members. These functions will be indicated upon announcement. Guest participation (non-potential members) in the regular monthly meetings will be at the discretion of the Social Committee.

IV. 13 Each member is eligible to take part in deciding the intentions of the Club by means of the right to make proposals, to discuss and to vote at membership meetings. Each member has one vote. Vote by proxy is permitted.

IV. 14 Furthermore, all members of the Club are allowed to participate in all other activities of the Club and to make use of the institutions of the Club.

ARTICLE V - LOSS OF MEMBERSHIP

V.I The membership ends in case of death, resignation, exclusion, or cancellation from the roll of membership. In the case of resignation, the Executive Committee is to be informed in writing; resignation is only possible at the end of a calendar month. Membership subscription already paid will not be reimbursed.

V.2 If payment dues or contributions are in arrears for more than 60 days despite two written reminders, a member will automatically be excluded from the list of members. The member shall be informed.

V.3 If a member contravenes the interests of the Club in a culpable and grave manner, she may be excluded from the Club upon decision of the Executive Committee. The member must be given the chance to express her opinion verbally or in writing before the decision of exclusion is taken.

V.4 The decision has to be justified in writing and to be sent to the member. The member may lodge an appeal against the decision to the Executive Committee. The appeal is to be lodged to the Executive Committee within one month upon receipt of the decision. After the appeal has been lodged within the specified time, the exclusion will be decided upon at the next Annual General Meeting.

ARTICLE VI - THE REPRESENTATiON AND ADMINISTRATION OF THE CLUB

VI. 1 The Organisation of the Club consists of:

1.1 The Executive Committee

1.2 The Annual General Meeting

1.3 The Extraordinary General Meeting.

VI.2 The Executive Committee

VI.2.1 The Executive Committee of the BIWC consists of the annually elected President, Vice President, Treasurer, Vice Treasurer, Secretary, Vice Secretary, Social Events Coordinator, Vice Social Events Coordinator, Newsletter Editor, Membership Secretary, Welcome and Neighbourhood Groups Coordinator, Public Relations Officer and Sponsorship and Open Day Organiser.

VI.2.2 The Executive Committee in terms of ?26 BGB are the President, Vice-President, Treasurer, the Secretary, the Newsletter Editor and the Social Events Coordinator.

VI.2.3 The BJWC is represented judicially and extra-judicially by two members of the Executive Committee in terms of ?26 BGB. One of these members must either be the President or the Vice President.

VI.2.4 The Executive Committee may undertake special tasks and/or nominate persons or committees, which are responsible to the Executive Committee.

VI.3 Responsibilities of the Executive Committee

VI.3.1 The Executive Committee is responsible for the affairs of the Club, as long as these have not been assigned to another function of the Club according to the constitution. Above all, its responsibilities are as follows:

3.1.1 Preparation of the General Membership Meeting and setup of the agenda.

3.1.2 To call the General Membership Meeting.

3.1.3 Execution of the decisions of the General Membership Meeting.

3.1.4 To budget the business year, to keep the books, to set up an annual audit and report.

3.1.5 To set up Bylaws.

3.1.6 To make and cancel employment contracts.

3.1.7 To come to decisions regarding acceptance, deletion and exclusion of members.

3.1.8 Management of the Club.

VI.3.2 In case of extraordinary legal transactions, the Executive Committee shall require the agreement or approval of the members.

VI.4 Terms of Office of the Executive Board and Assignments of Responsibility

VI.4.1 The Executive Committee is elected by the General Membership meeting for the next business year. Each member of the Board is to be elected individually. Only members of the Club can be elected. In case a member of the Executive Committee withdraws during the term of office, the Executive Committee can elect a substitute for the remaining term of office.

4.1.2 No elected officer may serve for more than three (3) consecutive years on the Executive Committee.

VI.4.2 The responsibilities of the Executive Committee

4.2.1 President - she acts as chair. She chairs all meetings, coordinates the Club objectives and is spokesperson for the Executive Committee.

4.2.2 Vice President - in case of absence of the President she takes over the responsibilities. If the position of Chair is vacant she should take over. She shall survey the publications of the Club and coordinate the committees.

4.2.3 Secretary - she administers the minutes for all Executive Meetings and General Membership Meetings. She is responsible for the correspondence of the Club and for setting up an administrative committee which handles Club administration, databases and any other typed material, liaising with other committees where appropriate.

4.2.4 Vice Secretary - in case of absence of the Secretary she takes over the responsibilities.

4.2.5 Treasurer - she reports on the status of the finances of the Club at the monthly Executive Committee meetings and upon inquiries of a member of the Club or of the Executive Committee. She has to present the annual balance sheet at the Annual General Meeting according to paragraph 4.5.I.

4.2.6 Vice Treasurer - in case of absence of the Treasurer she and takes over the responsibilities as Treasurer.

4.2.7 Social Events Coordinator coordinates the committee responsible for organising all social activities, monthly meetings, special events, informs newsletter committee of events in Berlin.

4.2.8 Membership Secretary is responsible for registering members and compiling membership lists and distributing the Membership Directory.

4.2.9 Newsletter Editor coordinates and supervises newsletter production, taking charge of the newsletter team. All other committee members liaise with her to give appropriate information for inclusion in the newsletter.

4.2.10 Welcome and Neighbourhood Groups Coordinator organises activities designed to introduce new members to each other and to provide them with information about the Club. She also coordinates the activities of the Neighbourhood Groups.

4.2.11 Public Relations Officer is responsible for forming a team that carries out the Public Relations activities on behalf of the BIWC.

4.2.12 Sponsorship and Open Day Organiser is responsible for developing and maintaining sponsors of the BIWC?s activities. She also coordinates the organisation and running of the BIWC Open Day.

4.2.13 Vice Social Events Coordinator supports the Social Events Coordinator in her duties.

VI.4.3 Resolutions of the Executive Committee

4.3.1 The Executive Committee takes its resolutions at General Committee Meetings, which are convened by letter or by telephone, by the President, in case of her absence by the Vice President. In case of matters requiring urgent attention a notification of three days must be given. The Executive Committee is competent to pass a resolution if a majority of the Executive Committee are present. The majority of given valid votes decides upon a resolution. In case of equality, the Chair of the meeting has the casting vote. The Executive Committee meeting is chaired by the President. In case of her inability to attend, the Vice President takes the chair. For the purpose of proof, the minutes of the Executive Meeting are to be entered in the minutes book and to be signed by the Secretary and Chair. The record shall include place and time of the Executive Committee meeting, the name of the attendees and apologies, the resolutions that were taken and the result of the voting. The minutes are administered by the Secretary.

4.3.2 A resolution of the Executive Committee may be taken in writing if all members of the Executive Committee declare their consent to the matter that has to be settled.

4.3.3 It is not allowed for one person to be in charge of more than one Executive Committee position.

VI.4.4 The General Membership Meeting

4.4.1 Each member has one vote at the General Membership Meeting.

4.4.2 The General Membership Meeting is responsible for the following affairs:

i. Approval of the Budget set up by the Executive Committee for the next business year, acceptance of the externally audited annual financial report of the Executive Committee, and discharge of the Executive Committee.

ii. Expenditures over DM 1000.00 (this restriction only applies internally, the representative authority according to Article VI Paragraph 2.2 is not affected).

iii. Election and recall of the Executive Committee members.

iv. Resolutions regarding a change of the Constitution and the disbandment of the Club.

v. Resolutions regarding the appeal against a decision of the Executive Committee to exclude a member.

VI.4.5 Annual General Meeting

4.5.1 The Annual General Meeting shall take place in the first half of the business year. With indication of the agenda, the Executive Committee convenes the Annual General Meeting in writing with adherence to a given time of two weeks. The given time starts at the day, following the day of postage of the letter of invitation. The letter of invitation is considered being received by the member when it has been mailed to the latest address given to the Club by the member in writing. The agenda is set up by the Executive Committee.

4.5.2 Each member can apply in writing to the Executive Committee for additions to the agenda at the latest one week before the Annual General Meeting. The additions have to be announced by the chair at the beginning of the Annual General Meeting. The members decide upon additions to the agenda which are requested during the meeting.

VI.4.6 Extraordinary General Meetings

4.6.1 An Extraordinary General Meeting is to be convened by the Executive Committee if it is in the interest of the Club, or if 1/10 of the members apply for it in writing with indication of the purpose and the reasons.

VI.4.7 Resolution of the General Meeting

4.7.1 The General Membership Meeting is chaired by the President in case of her inability, by the Vice President and in case of her absence, by the Treasurer. If no Member of the Executive Committee is present, the members present appoint a chair for the meeting. At elections, the function of chairing a meeting can be entrusted to an Election Executive Committee for the period of the ballot and the previous discussions.

4.7.2 The General Meeting is competent to pass resolutions. The members are informed of these resolutions in writing two weeks prior to the ballot vote. The resolutions must be approved by a majority of those voting.

4.7.3 In general, the General Meeting passes resolutions with a Simple majority of given valid votes; abstentions are regarded as invalid votes. However, in order to change or eliminate the constitution of the Club, a majority of 2/3 of the given votes is required.

4.7.4 Someone who receives more than half of the valid given votes at elections is elected. If no one has received more than half of the valid given votes, a final ballot is carried out between the candidates who received the majority of the votes. The one that has received the majority of the votes is elected. The Chair draws lots in case of equal votes in order to come to a final decision.

4.7.5 Minutes have to be written regarding the resolutions of the General Meeting which have to be signed and administered by the Chair.

VI.4.8 Elections

4.8.1 Elections will be held at the Annual General Meeting according to paragraph 4.5.1 or at an Extraordinary General Meeting, which will be called for this purpose.

4.8.2 When elections are held at the Annual General Meeting, nominations are required from the floor on the day of the elections.

4.8.3 The manner of voting is determined by the Chair. The voting must be carried out in writing if 1/3 of the members present apply for it.

4.8.4 Any member unable to attend the election is entitled to a postal or proxy vote.

VI.4.9 Disbandment of the Club

4.9.1 The disbandment of the Club can only be decided by a majority of two thirds of the valid votes, given at a membership meeting.

4.9.2 If not decided otherwise at the membership meeting, the President and the Vice President act together as representative liquidators.

4.9.3 In case of liquidation of the Club or loss of tax-deductible purposes, the assets go to Hestia e.V., who can use these immediately and exclusively for tax-deductible purposes.

VI.4.10 The above regulations become effective in case of elimination of the Club for any other reason or its loss of liability.