Statutes for talentsbridge e.V.
10 March 2025

§1 Name, registered office, financial year
(1) The association bears the name ‘Talentsbridge’.
(2) It is a legally recognised association with its registered office in Berlin.
(3) The association shall be entered in the register of associations and shall then bear the suffix ‘e. V.’.
(4) The financial year is the calendar year.

§2 Purpose of the association
(1) The association pursues exclusively and directly charitable purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code.
(2) The purpose of the association is to promote
(3) a) public and vocational education
b) civic engagement in favour of the above-mentioned purposes

(4) The purpose of the statutes is realised in particular through:

• the promotion of vocational training abroad and the exchange of expertise between skilled workers from abroad and Germany. To this end, particular support is to be given to the establishment and operation of training centres and the development of training campuses abroad. In order to achieve this objective, in addition to
  
  • i. substantive support for the approval and accreditation of institutions and vocational training programmes,
  • ii. as well as supporting skilled workers and employers in integrating foreign skilled workers into the labour market,
  • iii. as well as in the secondment of vocational and language teachers and trainers;
  • iv. financial contributions to institutions that serve the purpose of the association
  • v. as well as participation in such organisations
    is envisaged.

§3 Non-profit status
(1) The association acts altruistically; it does not primarily pursue its own economic interests.
(2) The association’s funds may only be used for purposes specified in the statutes. Members do not receive any payments from the association’s funds.
(3) No person may benefit from expenditures that are not related to the purpose of the association or from disproportionately high remuneration.

§ 4 Membership

(1) Full members are the founding members.
(2) Any legal entity or natural person who has reached the age of 18 and who wishes to belong to the association and promote its purpose may become a supporting or full member.
(3) The executive committee shall decide on written or electronic applications for full membership at its discretion. It is not required to justify its decision to reject an application to the applicant. The applicant may appeal against the executive committee’s rejection of the application to the general meeting. The general meeting shall make the final decision.
(4) The Executive Board shall also decide on written or electronic applications for supporting membership at its discretion. It is not required to justify its decision to reject an application to the applicant. The applicant may appeal against the Executive Board’s rejection of the application for membership to the General Meeting. The General Meeting shall make the final decision.
(5) Applications for admission by minors require the signatures of their legal representatives.
(6) Upon recommendation by the Executive Board, the General Meeting may appoint members or other persons who have rendered outstanding services to the Association as honorary members for life.

§ 5 Termination of membership

(1) Membership shall end upon resignation, removal from the membership list, expulsion, death, or upon dissolution of the Society.
(2) Resignation must be declared in writing to the Executive Board. It may only be declared at the end of a financial year, subject to six months’ notice.
(3) A member may be removed from the membership list by resolution of the Executive Board if they are in arrears with the payment of membership fees despite two written reminders. Removal from the membership list may only be decided upon if three months have elapsed since the second reminder was sent and this reminder contained a warning of removal. The member shall be informed of the removal.
(4) A member may be expelled from the Association by resolution of the Executive Board if they grossly violate the interests of the Association. Expulsion may be considered in particular – due to a significant violation of statutory obligations or
– due to a serious violation of the interests of the Association.
Before passing a resolution, the Executive Board must give the member the opportunity to comment verbally or in writing; the member must be requested to do so in writing with a minimum notice period of ten days. The decision on expulsion must be justified in writing and communicated to the member. The member may appeal against the decision to the
General Meeting. The appeal must be made in writing and within a period of three weeks after the decision has been sent to the Executive Board. The General Meeting shall make the final decision.

§ 6 Obligations of members, communication

(1) By applying for membership, members accept the contents of the Articles of Association and other association regulations. Members are obliged to support the objectives and interests of the association and to comply with the decisions and instructions of the association’s bodies.
(2) Members shall pay membership fees to the association. The details – in particular the amount of the fees and their due date – shall be determined by resolution of the general meeting. The general meeting shall also be entitled to issue membership fee regulations for this purpose.
(3) Members are obliged to provide the Executive Board with a postal address to which legal documents can be sent and an email address, and to inform the Executive Board immediately of any changes to their name and/or address details.
(4) Unless expressly stipulated otherwise in these Articles of Association, the Executive Board and members may submit all declarations and other communications in writing or in text form by e-mail. Declarations and communications from members to the Association and/or the Executive Board by e-mail shall only be effective if sent to the e-mail addresses of the Executive Board specified on the Association’s website.

§ 7 Organs

The organs of the association are:
(1) the general meeting (§§ 8 and 9);
(2) the executive committee (§§ 10 and 11).

§ 8 Convening and duties of the general meeting

(1) The ordinary general meeting shall be convened at least once a year. The venue, date and agenda shall be determined by the executive committee.
(2) General meetings shall also be convened if the interests of the association so require or if at least one quarter of the members request the executive committee to convene a meeting in writing, stating a justified agenda (extraordinary general meeting). The requested agenda must be adopted.
(3) The general meeting shall be convened in writing or by email by the executive committee with two weeks’ notice. The notice period shall commence on the date on which the invitation is sent. A written invitation shall be sent to the address last provided in writing by the member; an invitation by email shall be sent in text form to the email address last provided in text form by the member.
(4) Any full member may submit a written request to the Executive Board, either in writing or by email, no later than one week before the date of the General Meeting, requesting that additional items be added to the agenda. Any resulting changes to the agenda must be announced at the latest at the beginning of the general meeting. Motions for the election or dismissal of board members, amendments to the Articles of Association or dissolution of the association that were not already announced in the invitation sent in accordance with sentence 1 are excluded from being added to the agenda and can only be dealt with at the next general meeting.
(5) The tasks of the general meeting include, among others:

• a. the election of the Executive Board and its discharge;
• b. the amendment or revision of the Articles of Association and any membership fee regulations;
• c. deciding on the amount and due date of membership fees;
• d. deciding on appeals against the exclusion of association members;
• e. approving the budget and accepting the annual report and other reports from the Executive Board;
• f. the election of the cash auditors;
• g. Decisions on the purchase, sale and encumbrance of land;
• h. passing resolutions on the dissolution of the association;
• i. Resolutions on remuneration for the Executive Board;
• j. all other tasks assigned to the general meeting by law or elsewhere in the articles of association.

§ 9 Procedure of the general meeting and passing of resolutions

(1) Full members of the association are entitled to participate in the general meeting. Guests may be authorised to attend by resolution of the general meeting.
(2) The general meeting shall be chaired by the executive committee. If the executive committee is not present, the meeting shall elect a chairperson from among its members. At the beginning of the general meeting, a minute-taker shall be elected and any changes to the agenda shall be announced by the chairperson.
(3) Every duly convened general meeting shall constitute a quorum regardless of the number of voting members present. All members present shall be entitled to vote and stand for election. Each member shall have one vote. Voting rights are non-transferable and cannot be exercised by a proxy.
(4) Unless otherwise stipulated by law or these Articles of Association, resolutions of the General Meeting shall be passed by a simple majority of the votes cast. Abstentions and invalid votes shall be deemed not to have been cast. Amendments to the Articles of Association and the dissolution of the Association may only be voted on at the General Meeting if this item has already been indicated in the invitation to the General Meeting.
(5) A majority of
3/4 of the votes cast is required to amend the Articles of Association and dissolve the Association.
(5) With the exception of elections, votes at the General Meeting shall be cast by a show of hands by the members present.
(6) Elections shall be conducted by secret ballot, unless the general meeting decides to vote by show of hands. The election of the executive committee must be conducted by secret ballot. Candidates who receive a simple majority of the votes cast shall be elected. In the event of a tie, a runoff election shall be held between the candidates with the same number of votes. If there is still a tie, the older candidate shall be deemed elected.
(7) The resolutions and election results of the general meeting shall be recorded in minutes and signed by the chairperson and the minute-taker. The minutes shall be kept on file.

§10 Virtual General Meeting

(1) The general meeting may also be held entirely as a so-called virtual meeting. A combination of a physical meeting and a virtual meeting is also permissible (hybrid meeting). In this case, members exercise their rights by means of electronic communication (in particular by video or telephone conference). The executive committee must ensure that only association members can participate by imposing appropriate access restrictions; for the virtual/hybrid meeting to take place, all members must be present at the same time using electronic means of communication. The executive committee decides on the form of the general meeting and informs the members of this in the invitation.
(2) If the general meeting is held as a hybrid meeting, suitable technical equipment must be provided to ensure that members attending virtually are able to follow the general meeting, ask questions, submit motions and participate in votes in the same way as members attending in person. Further details shall be governed by election rules to be determined by the executive committee.

§11 Executive Board

(1) The Executive Board within the meaning of Section 26 of the German Civil Code (BGB) consists of the Chair and a Deputy Chair. The Executive Board is exempt from the restrictions of Section 181 of the German Civil Code (BGB).
(2) The association shall be represented in and out of court by two members of the executive committee.
(3) Only full members of the association are eligible for election to the Executive Board.
(4) The Executive Board manages the association’s affairs and represents the association in all matters, both in and out of court. In addition, it has the following specific responsibilities:

• a. Preparing and convening the general meeting; setting the agenda;
• b. Implementation of the resolutions of the general meeting;
• c. Keeping the books;
• d. Preparation of the budget, annual accounts and annual report;
• e. Conclusion and termination of service and employment contracts;
• f. Exercising the right to issue instructions to employees;
• g. Passing resolutions on the admission and exclusion of members.
• h. The executive committee may resolve amendments to the Articles of Association that have been requested by the register of associations or the tax authority.

(5) The Executive Board is elected by the General Meeting for a term of five years. Re-election is possible. The incumbent Executive Board remains in office after the end of its term until its successor is elected.
(6) The executive committee shall be reimbursed for reasonable expenses incurred in the course of their work for the association. In addition, the executive committee may receive reasonable remuneration. The remuneration for the time spent shall be subject to prior resolution by the general meeting in terms of both the basis and the amount.
(7) The Executive Board shall only be liable to the Association for intentional or grossly negligent conduct. If claims are made against the Executive Board by third parties on the basis of its activities as the Executive Board, the Association shall indemnify the Executive Board against these claims, provided that the Executive Board did not act intentionally or with gross negligence.

§ 12 Dissolution of the Association and Asset Restrictions

(1) A three-quarters majority of the ordinary members present at the general meeting is required to pass a resolution to dissolve the association. The resolution can only be passed after timely announcement in the invitation to the general meeting.
(2) In the event of dissolution or termination of the association or discontinuation of tax-privileged purposes, the association’s assets shall fall to Freunde der Wirtschaftsjunioren Berlin e. V. or Global Goals für Berlin e. V., which shall use them directly and exclusively for charitable, benevolent or ecclesiastical purposes.