top of page

§1 Name, seat, business year 

  1. The association has the name Belarus Worldwide Union "IT-Talaka".

  2. The association is a non-profit registered association in the sense of § 21 BGB. The seat and place of jurisdiction is Munich.

  3. The association is politically, ethnically and denominationally neutral.

  4. The business year of the association is the calendar year.​

§2 Purpose of the association

  1. The association is selflessly active. It does not primarily pursue its own economic purposes. The Association's funds may only be used for purposes in accordance with the Articles of Association.

  2. The Association exclusively and directly pursues charitable and non-profit purposes within the meaning of the section "tax-privileged purposes" of the German Tax Code:​

    • a. the promotion of science and research;

    • b. the promotion of education, popular education and vocational training, including student aid;

    • c. the promotion of international attitudes, tolerance in all areas of culture and the idea of international understanding;

    • d. the promotion of development cooperation

    • e. the promotion of equal rights for women and men;

    • f. the general promotion of democratic government within the scope of this Act;

    • g. the promotion of civic engagement in favor of charitable, benevolent and ecclesiastical purposes;

    • h. the raising of funds for the realization of the tax-privileged purposes mentioned in § 2 no. 2 sentence 1 letters a - h by other non-profit and/or charitable corporations.

  3. The activities of the association are aimed at networking IT specialists in particular in and from Belarus or with reference to Belarus worldwide, to support them ideally and, if necessary, technically, provided that the requirements of § 53 AO are met.

  4. The purpose of the statutes is not only, but especially also realized by:

    • a. the realization of public events, which draw attention to the concerns of the association and promote the goals of the association, such as lectures, workshops or exhibitions;

    • b. aggregating, processing and making available relevant information, expertise and research results;

    • c. development (or co-development) and dissemination of digital applications that meet or support the objectives of the Association;

    • d. cooperation and exchange of experience with associations and initiatives pursuing similar non-profit purposes;

    • e. Guidance and assistance to third parties in the establishment and expansion of civil society structures for the benefit of non-profit and charitable purposes, for example by passing on knowledge and experience;

    • f. the development and implementation of projects that demand and promote equal rights for men and women in the IT sector;

    • g. the collection of donations and grants for the achievement of the association's purposes, both for measures carried out by the association itself and in the context of the procurement of funds for the realization of tax-privileged purposes by other corporations in the sense of § 2 No. 2h;

    • h. the exchange of experience and knowledge, the implementation of or participation in training courses and the development of relations with institutions, structures and actors of countries of origin within and outside the EU;

    • i. the development of curricula and analogue as well as digital teaching materials for institutions of popular education and vocational training within themeaning of § 2 No. 2b;

    • j. the development of relations of civil society actors between Belarus and Germany;

    • k. participation in and organization of symposia, hackathons, conferences or other forms of presentation of or discussion of IT-related topics.​​

  5. ​Funds of the association may only be used for the statutory purposes. In their capacity as members, the members shall not receive any benefits from the funds of the association.

  6. No person may be favoured by expenditures, which are foreign to the purpose of the corporation, or by disproportionately high remunerations.

  7. Persons working for the Association - members or non-members - may be reimbursed for proven expenses for the work of the Association. The members of the board according to §7, the assessors and managing directors according to §9 as well as other third parties working for the association may receive remuneration. The extent of the remuneration may not be unreasonably high. The measure of appropriateness is the non-profit objective of the association. More detailed provisions on the reimbursement of expenses and remuneration may be made by the General Assembly.​

§3a Membership

There are three categories of members:

  1. Ordinary members

  2. Supporting members

  3. Honorary members

§3b Rights and duties 

 

Every member of the association acknowledges the statutes, in particular also the purposes and fields of activity of the association.

  1. "Ordinary members" (§ 3a No 1) have unlimited membership rights and obligations.

  2. "Supporting members" (§ 3a No 2) support the association ideally and financially. They have voting rights with regard to the request to hold an extraordinary General Assembly in accordance with § 17 sentence 2 no. 3. They are invited to the General Assembly. They receive an annual extended report on the business, projects and work of the Association. They have the right to commission an independent auditing company every three years to carry out a general audit of the Association's accounts on their own account. They are not eligible for election to the bodies of the Association and cannot be cash auditors according to § 18.

  3. "Honorary members" (No 3) have unrestricted membership rights, they are exempt from the obligation to pay membership fees.

  4. Multiple memberships in the sense of No. 1 to No. 3 are not possible, the change of the type of membership takes place upon application according to § 3c.

§3c Acquisition of Membership for Ordinary Members, Supporting Members and Honorary Members

Membership is open to natural persons of full age under German law and, in general, to legal entities under public or private law as well as dependent foundations or associations without legal personality.

Membership is acquired according to the following procedure:

  1. Ordinary membership: the future ordinary member applies for membership in text form (via e-mail) or by means of a web form to the Executive Board. Ordinary membership is reserved exclusively for natural persons.

  2. Supporting membership: The future supporting member applies for membership in text form (via e-mail) or by means of a web form to the Board of Directors. Legal entities, dependent foundations and associations without legal personality shall name an authorized person as representative in the association when applying; changes must be notified. Until notification, the person authorized at the time of application shall be deemed to be authorized in case of doubt.

  3. Honorary membership: The honorary membership is offered to the honorary member after the decision of the General Assembly by the extended board according to § 7. Acceptance of honorary membership shall be made in text form. Honorary members have the right to vote immediately after acceptance of honorary membership. Honorary membership is reserved exclusively for natural persons.

  4. The Executive Board decides on the acceptance of the applicant according to § 9 at the next possible time, at the latest within a period of eight weeks from receipt of the application. Immediately after the decision, the Executive Board confirms the admission to the applicant in text form or informs the applicant in text form about the necessity of a decision of the General Assembly according to § 3c No 5.

  5. In case of rejection of membership by the extended board according to § 9, the General Assembly following the rejection shall decide on the application of the applicant for membership. The Executive Board shall notify the applicant of the result in text form within one week of the decision of the General Assembly.

  6. After or with the confirmation of the admission by the board, the member receives the request to transfer the admission fee and the first membership fee.

  7. Membership shall commence on the day of the confirmation of admission in text form by the Executive Board, but no earlier than after the complete receipt of payment of the admission fee and the first membership fee.

  8. The Executive Board is obliged to confirm the receipt of the full payment of the admission fee and the first membership fee to the new member as soon as possible, but no later than 2 weeks after receipt of payment in text form.

  9. The voting right is entitled to the new member of the association from the day of membership.

  10. There is no legal claim to membership.

§4 Termination of membership 

 

  1. The membership ends:

    • with the death of the member

    • by voluntary resignation,

    • by deletion from the membership list,

    • by exclusion from the association,

    • in the case of legal entities, by their dissolution.​

  2. Voluntary resignation shall be effected by a declaration in text form to the Executive Board. Membership fees already paid will not be refunded, membership fees already due must be paid. The extended board according to § 9 can waive the collection of due membership fees. A member can be deleted from the membership list by decision of the board if he/she is in arrears with the payment of the membership fee despite two reminders. The member must be informed of the deletion in text form. A member can be excluded from the association by resolution of the General Assembly if he has grossly violated the interests of the association. Before the resolution is passed, the member must be given the opportunity to justify himself/herself personally. A possible statement of the person concerned in text form is to be read out in the General Assembly.

  3. Membership shall end upon the death of the member, in the case of voluntary resignation upon receipt of the declaration by the Executive Board, in the case of deletion from the list of members or exclusion upon receipt of the corresponding notification by the member, and in the case of dissolution of legal entities upon their dissolution

§5 Membership fees

 

  1. Upon admission to the Association, an admission fee shall be paid. The amount of the fee to be paid for full and sustaining members shall be decided by the General Assembly.

  2. Ordinary and supporting members of the Association are obliged to pay an annual membership fee. The amount of the membership fee to be paid shall be decided by the General Assembly; it may determine different amounts for natural persons on the one hand and legal entities, dependent foundations and associations without legal personality on the other hand. The amount of the membership fee for legal entities, dependent foundations and associations without legal personality is understood to be a minimum amount; the member may voluntarily commit to a higher payment in writing.

  3. The membership fee is to be paid annually in Euro by February 28, any conversion or transfer fees are to be borne by the sender.

§6 Organs of the association

Organs of the association are

  1. the Executive Board (§ 7)

  2. the Extended Board (§ 9)

  3. the General Assembly (§ 13)

§7 The Executive Board

The executive board of the Belarus Worldwide Union "IT-Talaka" e.V. in the sense of § 26 BGB consists of at least 3 members, of it at least one treasurer. If the number of members falls below 3 due to resignation or any other reason, the executive board is considered to be duly constituted until the next General Assembly. The executive board of the Belarus Worldwide Union "IT-Talaka" e.V. shall for the purpose of the world-wide representation of the members regularly consist of maximally 5 persons, of it at least 1 treasurer. The Extended Board and the General Assembly shall actively work in the election of the Board to ensure that the regions represented in the Association are represented in the Board. In this way, the decentralized nature of the association's structure should be made clear.

​

For a legally secure and practicable management of the association, at least one board member must have his/her habitual legal residence in Germany; in addition, a second board member must have his/her habitual legal residence in the European Union and be authorized to come to Germany at any time under residence law.

The Executive Board thus regularly consists of up to 5 members, at least one of whom must be a member with habitual legal residence in Germany and another member with habitual legal residence in the European Union.

If the last member of the Executive Board with habitual residence in Germany or the last member of the Executive Board with habitual residence in the European Union resigns before the end of the term of office, a by-election in accordance with § 8, sentence 3 is required.

​

The Executive Board shall decide by resolution with a simple majority. Resolutions shall be recorded in text form and kept on file.

​

The Executive board represents the association judicially and extrajudicially. The members of the board have equal rights and are each authorized to represent the association individually. In-itself transactions in the sense of § 181 BGB, in which one or more board members are involved, are only permitted with prior approval by resolution of the extended board in the sense of § 9. For legal transactions with a financial volume of 5,000 euros or more, the Executive Board must be jointly represented by at least 2 Executive Board members in accordance with § 7.

§8 Election and Term of Office of the Executive Board

The members of the board according to § 7 are elected individually by the General Assembly from among the members for a period of two years, calculated from the day of the election. However, they shall remain in office until the election of a new board. If a member of the board resigns before the end of the term of office, the extended board according to § 9 shall elect a substitute member from among the members of the association as soon as possible for the remaining term of office of the resigned board member. The General Assembly may remove the board member elected in this way by electing another substitute board member to serve until the expiry of the scheduled term of office of the board member who originally left. For this purpose, it may be necessary to convene an Extraordinary General Assembly in accordance with § 17 No 3.

§9 Assessors and Extended Board, Management Board

The Extended Board consists of the board members according to § 7 and up to eight additional assessors. The extended board is also considered to be properly staffed without elected assessors. In this case, the Executive Board according to § 7 shall perform the tasks of the Extended Board according to § 9.

​

The Extended board manages and is responsible for the business of the association. As a collective body, it makes all relevant decisions for the Association. It shall be headed by a member of the Executive Board in accordance with § 7. The executive board according to § 7 is bound to the decisions of the extended board according to § 9.

​

The Extended board according to § 9 may appoint one or more managing directors to support it in the performance of its tasks or the tasks of the executive board according to § 7. These shall be engaged by the Executive Board pursuant to § 7 on the basis of a resolution of the Extended Board pursuant to § 9. Managing directors are not organs of the association, they are not special representatives in the sense of §30 BGB. Managing directors do not have to be members of the association. The authorization of the managing directors is governed by § 12.

​

The Executive Board according to § 7 may, on the basis of a resolution of the Extended Board according to § 9, assign individual tasks or areas of responsibility to the individual members of the Extended Board, the managing directors, members of the Association or third parties, taking into account the distribution of roles defined in § 7. The authorization shall be governed by § 12.

​

The Extended board according to § 9 can give itself rules of procedure, which must be confirmed by the general assembly. If the extended board does not have rules of procedure for confirmation, the general assembly may adopt rules of procedure on its own initiative.

§10 Election and term of office of the assessors

The assessors are elected by the general assembly from among the eligible members for a period of two years, starting from the day of the election. The term of office of the assessors corresponds to the term of office of the executive board members according to § 7.

​

When electing the assessors, the Extended Board and the General Assembly shall actively work towards ensuring that the regions represented in the Association are represented on the Extended Board. In this way, the decentralized structure of the Association shall be made clear.

​

The election of all assessors shall take place a) individually or b) in a uniform ballot. The general assembly decides on the election procedure before the election begins. It can determine thereby alternatively to a) and b) with the majority of 3/4 of the delivered voices another election procedure.

​

In the case of the uniform election procedure (b) applies: Each member has as many votes as assessors are to be elected. The member may cast a maximum of one vote per candidate; cumulating votes is not possible. When the votes are counted, the candidates with the most votes are elected. In the event of a tie, a runoff election shall be held among the candidates with the same number of votes.

​

The assessors shall remain in office until the election of the Extended Board. If an assessor resigns before the end of the term of office, the extended board can elect a substitute member from among the members for the remaining term of office of the resigning assessor. The General Assembly may remove the assessor(s) so re-elected by electing another substitute member elected until the expiration of the scheduled term of office of the regular assessor who has resigned. For this purpose, it may be necessary to convene an Extraordinary General Assembly in accordance with § 17 No 3.

§11 Adoption of Resolutions by the Extended Board

The Extended Board shall pass its resolutions in Executive Board meetings, which shall be convened by a member of the Executive Board within the meaning of § 7 - in text form, stating the agenda, with a notice period of 3 days.

​

The notice period may be waived if all members of the extended board are present and declare their consent. Members who are not present may waive their participation and declare their consent to the waiver of the notice period in text form by the beginning of the meeting. The consent must in any case be recorded in the minutes.

​

The extended board shall constitute a quorum if at least five members of the Extended Board, including at least two members of the Executive Board within the meaning of § 7, participate.

​

The majority of the valid votes cast shall be decisive in the passing of resolutions. In the event of a tie, there shall be no majority. The meeting of the Extended Board shall be chaired by a member of the Executive Board within the meaning of § 7. The resolutions of the Extended Board shall be recorded for evidentiary purposes and signed by the chairperson of the meeting.

​

Executive Board meetings of the Extended Board with or without the adoption of resolutions may also be held by telephone or by video conference or in hybrid formats if two thirds of the members of the Extended Board agree to this. The consent shall be recorded in the minutes. Paragraphs 1 and 2 shall apply to the convening of the meeting, whereby the manner in which the meeting is to be held shall be communicated when the meeting is convened.

​

A resolution of the Extended Board may also be passed by circulation in text form if all members of the Extended Board agree to this procedure. Such consent shall be given in text form, kept on file and recorded. Insofar as the Extended Board implements resolutions of the Extended Board, no new resolution by the Extended Board shall be required.

§12 Authorizations of assessors, managing directors and third parties; limitation of power of representation 

The Executive Board pursuant to § 7 may, on the basis of a resolution of the Extended Board pursuant to § 9, authorize assessors and managing directors within the meaning of § 9, other members or third parties - all of the aforementioned individually or together as a group - to carry out certain legal transactions. The powers of attorney may be limited both internally and externally. In-itself transactions within the meaning of § 181 of the German Civil Code (BGB) are only permitted with the prior consent of the Extended Board. The corresponding resolution shall be recorded in the minutes.

​

The general assembly may, by resolution, make specifications for the restriction of the powers of attorney mentioned in the previous paragraph.

​

The General Assembly may, by resolution, limit the power of representation of the Executive Board in accordance with § 7 in the internal relationship and specify the amount and scope of obligations to be entered into. It may make the power of representation in the internal relationship dependent on the approval of the Extended Board in accordance with § 9. The type and financial amount of the restrictions shall be adapted to the respective circumstances. The General Assembly may also determine the conditions under which exceptions are permissible. Each exception used must be recorded in writing and listed individually in the annual report and listed separately in the statement of accounts.

§13 The General Assembly

The General Assembly is the supreme body of the Association. Every full member present at the general assembly has one vote; this also applies to honorary members. Supporting members do not have the right to vote in the general assembly. They have the right to vote with regard to the request for the holding of an extraordinary general assembly in accordance with § 17 sentence 2 third alternative. The General Assembly is responsible in particular for the following matters:

  1. Acceptance of the annual report of the executive board and the extended board; discharge of the members of the executive board according to § 7 and the assessors according to § 9.

  2. Acceptance of the report of the treasurer and the auditors according to § 18.

  3. Determination of the amount and due date of the annual membership fee, the admission fee as well as decisions on expense allowances and remunerations.

  4. Election and dismissal of the members of the executive board as well as the assessors.

  5. Resolutions on the amendment of the Articles of Association and on the dissolution of the Association.

  6. Appointment of honorary members.

  7. Confirmation or adoption of the rules of procedure of the extended board in terms of § 9.

  8. Decision on the (non)admission of potential members in the sense of §3c, section 5, who have been rejected by the extended board in the sense of §9.

  9. Establishment and dissolution of working groups. The General Assembly may adopt rules of procedure for working groups and/or make further provisions. Each working group must have a contact person who keeps the Executive Board and the General Assembly regularly informed about significant activities and developments.

  10. Election of the auditors according to § 18.

§14 Convening the General Assembly, Video Conference

At least once a year, if possible in the last quarter, the ordinary General Assembly shall take place. It shall be convened by the Executive Board in accordance with § 7 by giving two weeks' notice in text form, stating the agenda and enclosing the motions available at that time. The period shall commence on the working day following the dispatch of the invitation. The letter of invitation shall be deemed to have been received by the member if it was sent to the last electronic address notified to the Association by the member in text form. The proposal for the agenda is set by the Extended Board by resolution. The dates of the General Assembly should be announced at least 4 weeks in advance, this can be waived in urgent cases.

​

The meeting can also be held as a (partial or) video conference. This must already be stated in the invitation. It must be carried out without video technology if the majority of the members demands this up to 1 week before the meeting in text form or if the majority of the members present at the (partial or) video conference demands the breaking off of the meeting and the continuation without video technology. In this case, a further members' meeting without video technology must be convened within one week and must be held within four weeks of the aborted members' meeting.

§15 Chairmanship, Minutes and Resolutions of the General Assembly 

The General Assembly shall be chaired by a member of the executive board as defined in § 7. If no member of the Executive Board as defined in § 7 is present, the meeting shall appoint the chairman of the meeting.

 

The minutes shall be kept by a minute-taker elected by the meeting.

 

At the beginning of the meeting, the meeting adopts the agenda.

​

Every properly convened General Assembly has a quorum, regardless of the number of members present.

 

The General Assembly shall pass resolutions - unless otherwise stipulated in these Articles of Association - by a simple majority of the valid votes cast; abstentions shall not be taken into account.

 

A majority of two-thirds of the valid votes cast is required to amend the Articles of Association (including the purpose of the Association), and a majority of four-fifths of the valid votes cast is required to dissolve the Association.

 

The following shall apply to elections: If no candidate has achieved a majority of the valid votes cast in the first round of voting, a run-off election shall be held between the candidates who have achieved the two highest numbers of votes.

 

The manner of voting shall be determined by the chairman of the meeting. The vote must be conducted by secret ballot if one third of the voting members present at the vote request this.

 

Minutes are to be taken of the resolutions of the General Assembly, which are to be signed by the respective chairman of the meeting and the keeper of the minutes. It should contain the following statements: Place and time of the meeting, the person of the chairman of the meeting and the keeper of the minutes, the number of members present, the agenda, the individual voting results and the type of voting. In the case of amendments to the Articles of Association, the provision to be amended must be stated.

 

The General Assembly is not public. The chairman of the meeting may admit guests. The General Assembly decides on the admission of the press, radio and television.

§16 Agenda of the General Assembly

Every member has the right to propose motions for resolutions or for discussion at the General Assembly by notifying the Executive Board in text form in accordance with § 7. This should be done as early as possible and before the invitation. The Executive Board must include the motions received by the day before the invitation is sent in the proposal for the agenda.

​

Each member may also request in text form that agenda items be subsequently added to the agenda after the invitation has been sent, no later than one week before the day of the General Assembly, by the Executive Board in accordance with § 7. The Executive Board must send the correspondingly supplemented agenda, including the new motions, in text form to all members at least five days before the day of the meeting. Resolutions may only be passed on items that were named in the original or supplemented agenda. Proposals for amendments or additions are also possible in the General Assembly. Amendments to the Articles of Association, the dissolution of the Association and the election and dismissal of members of the Executive Board can only be resolved if a corresponding item on the agenda has already been announced to the members with the proposal for the agenda attached to the ordinary invitation in accordance with § 14.

§17 Extraordinary General Assembly

The executive board according to § 7 can call an extraordinary general assembly at any time. This must be convened:

  1. if the interest of the association requires it

  2. if the extended board passes a corresponding resolution

  3. if the convening is demanded by one tenth of all members with voting rights, or by 3 supporting members in text form, stating the purpose and the reasons.

For the extraordinary general meeting, §§ 13, 14, 15 and 16.

§18 Election of the cash auditors

The general assembly elects 3 cash auditors for a period of 2 years. They must not be supporting members according to § 3b No. 2, members of the board according to § 7, assessors according to § 9 or members who are employed by the association according to § 2 No. 6,7, they do not have to be members of the association. They check the finances of the association and report to the general assembly. They remain in office until the new election of the cash auditors. If one or more auditors resign before the end of the term of office, a by-election must be held at the General Assembly. If the regular general assembly takes place less than 8 weeks before the end of the year, an extraordinary general assemnly must be held at least 8 weeks before the end of the year. The general assembly must elect a new cash auditor for each cash auditor member who has resigned. The newly elected members remain in office until the end of the current term of office.

§19 Dissolution of the Association and Entitlement to Accrual 

 

In the event of the dissolution or termination of the Association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall be transferred to a legal entity under public law or to another tax-privileged corporation for the purpose of promoting an international spirit, tolerance in all areas of culture and international understanding.

§20 Membership data 

An up-to-date list of members with their contact details will be made available to members by the Executive Board upon request. The prerequisite for inclusion in this list provided is the prior consent of the respective member in text form. For reasons of data protection, the list may not be passed on by members to third parties and may only be used for internal association purposes. It is forbidden to the board without the consent of the respective member in text form to pass on the contact data of the members to third parties, unless there is a legal obligation.

§21 Regional groups 

The members of the Association may join together in regional sub-groups which are active in or from their respective region. The General Meeting shall determine the details.

§22 Supplementary Provisions

 

Insofar as these Articles of Association contain a loophole, the provisions of the German Civil Code shall apply. Should any provision be invalid, the remaining provisions shall continue to apply without prejudice.

§23 Transitional Provisions 

With regard to the provision in § 8 sentence 1 and in § 10 sentences 1 and 2 (term of office of the Executive Board and the assessors), there is the following exception:

​

The founding board as well as the board according to § 7 and the assessors according to § 9, who are elected at the general meeting on 01.08.2022, are elected for the period of 6 months from the day of the election. Thereafter, the Executive Board and the assessors shall be newly elected for a term of office of one year. The mentioned elections take place in each case in the context of a meeting of the members according to §§ 13, 14, 15. After the expiration of the two mentioned terms of office of 6 and 12 months, an ordinary general meeting will follow, which will elect a regular 2-year board according to § 7 and corresponding assessors according to § 9. In the event that the elections referred to in the above sentences do not take place within the 6- and 12-month periods, the members of the board and the assessors shall remain in office until the new election has taken place.

§24 Coming into force 

The Statutes of Association, as written herein, shall become effective immediately and promptly after the close of the founding meeting at which the Statutes of Association were adopted as written herein.

§25 Amendments to the Articles of Association by the Executive Board 

Amendments or additions to the Statutes of Association prescribed by the competent registration authority or by the tax office shall be implemented by the Executive Board after prior approval by the Extended Board and shall not require a resolution by the General Assembly. They shall be communicated to the members with the next invitation to the general meeting at the latest.

§26 Statutes 

The above Statutes of Association are the founding Statutes of Association adopted at the Association's founding meeting on August 01, 2022.

bottom of page