TROPICA VERDE e.V. Statutes

§ 1 Name and registered office

1. the association bears the name “TROPICA VERDE – Association for the Protection of Tropical Habitats”.

2. the registered office of the association is Frankfurt am Main.

3. the association with legal capacity is entered in the register of associations at Frankfurt District Court under the number 9422. The name has the addition “registered association” (e.V.).

§ 2 Purpose of the association

1. the purpose of the association is the selfless promotion of measures that serve the protection, preservation and regeneration of tropical habitats, especially tropical forests. These include, in particular, measures that promote

– public and environmental education
– international cooperation and international understanding
– consumer advice

have as their goal.

2. the purpose of the statutes is primarily realized through public relations work, through own events and measures and through the promotion of events and measures of third parties, provided that this promotes the rescue of tropical habitats. This includes in particular the implementation or support of

– Seminars, conferences and congresses, exhibitions and guided tours;
– Information on relationships with tropical products and their origin;
– To provide information about the opportunities available to individuals here to support tropical protection;
– Protection and rescue operations of endangered tropical habitats,
– Collection and evaluation of scientific findings in the field of tropical protection and their dissemination.

3. the Association may also make financial, material or personnel resources available to corporations, institutions and foundations or suitable public authorities if they in turn make a contribution to saving tropical habitats.

4. the association can receive and spend donations.

§ 3 Non-profit status

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 association is selflessly active and does not pursue any economic purposes.

3. no person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

4. contributions in kind made for the association will only be reimbursed against receipt.

5. funds of the association, including any surpluses, may only be used for the purposes set out in the articles of association. Members do not receive any benefits from the association’s funds.

§ 4 Membership

TROPICA VERDE distinguishes between two groups of members and sponsors:

(a) Anyone who wishes to become a member of TROPICA VERDE in accordance with their personal and professional capabilities and who recognizes these statutes can become a member. The association committee decides on admission as a member.
(b) Anyone who has rendered outstanding services to the work and objectives of the Association may be appointed an honorary member.
(c) Anyone who supports the association primarily by spreading the idea of tropical protection and makes a regular, voluntary financial contribution can become a sponsor.

§ 5 Membership rights

1. members and sponsors have the right to participate in the general meeting and – provided they are of legal age – an unrestricted and personal right to vote. Members and sponsors have a right to information and a right to make proposals covering all matters relating to the association. The Executive Board must provide them with information about the activities of the association on a regular basis, at least once a year. Members and sponsors are granted advantages such as discounts and privileges over non-members at events organized by TROPICA VERDE.

2 Honorary members have the rights listed below:
Honorary members have a right to information and a right to make proposals concerning all matters of the association. The Executive Board must provide them with information about the activities of the association, provided that the interests of the association and the required confidentiality do not prohibit this and this does not result in disproportionate costs.

Honorary members receive regular written information on the activities of the association, in particular on measures carried out, on the development of the association and on general meetings.

Honorary members are granted advantages such as discounts and privileges over non-members at events organized by TROPICA VERDE.

The General Meeting decides on honorary membership based on proposals from the ranks of the members.

§ 6 Membership fees

1. the membership fee is an annual fee and must be paid before the end of the first quarter. If you join during the current calendar year, you must pay the full annual membership fee.

2. the amount of the membership fee for members shall be determined by the Association Committee.

3. the amount of the contribution for sponsors is voluntary.

4 Honorary members are exempt from the fee.

5. a treasurer is responsible for the payment of contributions. The Treasurer is elected by the General Meeting.

§ 7. resignation of members / termination of sponsor status

1. a member may resign from the association at any time by written declaration or choose the status of a sponsor in the same way. The obligation for members to pay contributions shall in any case only expire at the end of the current calendar year.

2. a sponsor shall also leave the association if he/she ceases to provide financial support to the association. No special notice is required.

§ 8. exclusion of members

1. a member can be expelled from the association if he or she grossly violates the interests of the association.

2. the general meeting decides on the exclusion; the person concerned must be given the opportunity to make a statement beforehand. A majority of at least 3/4 of the votes cast is required for exclusion.

3. the member must be notified of the threat of expulsion in writing, stating the reasons.

§ 9 Organs of the association

Organs of the association are
(a) the Management Board,
(b) the Association Committee,
(c) the General Meeting, consisting of the members and sponsors in accordance with § 4(a) and § 4(c).

§ 10 Executive Board

1. the Board of Directors is elected from among the members and consists of

(a) the chairperson,
(b) the deputy chairperson,
(c) the secretary,
(d) the treasurer.

2. the Executive Board manages the day-to-day business and is bound by the resolutions of the General Meeting. It must give an account of its activities at each General Meeting.

3. the Management Board has
– to represent the association externally;
– to convene and chair the General Meeting;
– direct the activities of full-time employees;
– to act on behalf of the Association, unless these Articles of Association stipulate otherwise.

4 The Executive Board is represented in and out of court by the Chairperson and one other member of the Executive Board.
Both the chairperson and the deputy chairpersons are authorized to conclude legal transactions that do not burden the association with more than EUR 2,500. However, the power of attorney of the deputy chairperson only applies internally in the event that the chairperson is prevented from attending.
The chairperson is only authorized to conclude legal transactions involving a charge to the association of more than EUR 2,500 but not more than EUR 10,000 together with another member of the Executive Board.
The Board of Directors requires the approval of 2/3 of the votes cast by the Association Committee for the conclusion of legal transactions that burden the Association with more than EUR 10,000 and for service contracts.

5 The Board of Directors passes its resolutions at Board meetings, which are convened and chaired by the Chairperson or, if he/she is unable to do so, by one of the Deputy Chairpersons. An electronic connection (telephone or video conference) to the meeting is also deemed to be presence. In individual cases, resolutions may be passed in writing by a majority vote of all Board members.

6 The Board of Directors is elected every two years by the General Meeting from among the members. The Board of Directors can be re-elected.

7. if a member of the Management Board resigns, the remaining members of the Management Board have the right to appoint a replacement until the next General Meeting.

§ 11 The Association Committee

1. the Association Committee monitors and advises the Executive Board in the planning, implementation and evaluation of ongoing business. It consists of 3 members of the Association elected by the General Meeting for a period of 2 years, who may not be members of the Executive Board. Members of the Association Committee can be re-elected. The Association Committee elects a chairperson from among its members.
The Association Committee shall adopt rules of procedure in which the relationship between the Executive Board and the Association Committee, the types of transactions requiring approval and the subsequent approval of urgent transactions entered into independently by the Executive Board are regulated in more detail.
If no agreement can be reached between the Association Committee and the Executive Board on a transaction, the Executive Board can postpone the transaction or convene an extraordinary General Meeting at which the members present decide on the transaction by a simple majority.

2. the Association Committee is responsible, among other things, for the tasks set out in the Articles of Association under § 4 and § 6 para. 2 and for other tasks assigned to it by the General Meeting.
Further details are regulated by the rules of procedure of the Association Committee. The Association Committee monitors and advises on the concrete implementation of the guidelines laid down at the General Meeting.

3. the Association Committee meets and passes its resolutions in regular meetings as often as current business requires or if requested by a member of the Association Committee, but at least once per quarter.
The Association Committee is quorate if at least 2/3 of the members of the Association Committee are present. An electronic connection (telephone, video conference) to the meeting is also deemed to be presence. In individual cases, resolutions may be passed in writing by a majority vote of all committee members.

4. if a member of the Association Committee resigns, § 10 paragraph 7 shall apply accordingly.

§ 12 General Meeting

1. the ordinary General Meeting of Members shall be convened once a year by the Executive Board. All members and sponsors are eligible to participate. In the case of memberships comprising several natural persons, each person is entitled to vote individually. However, only adult members have the right to vote.

2. the members and sponsors shall be invited in writing, stating the agenda and giving at least two weeks’ notice (date of postmark).

3. the Executive Board may also convene an extraordinary general meeting at any time. It is obliged to do so if at least 1/5 of the members and sponsors request this in writing, stating the purpose and reasons. In this case, the members and sponsors are to be invited with notification of the agenda and at least one week’s notice.

4. the General Meeting shall constitute a quorum if at least 15 (i.W.: fifteen) members and sponsors are present.

5. if there is no quorum, the Board of Directors must convene a second meeting with the same agenda within two weeks, giving at least one week’s notice (date of postmark). This is quorate regardless of the number of members and sponsors present. This special quorum must be indicated in the invitation to the second meeting.

6. the General Meeting shall be chaired by a member of the Board of Directors agreed by the Board of Directors. Minutes must be kept of the meeting and signed by the chairperson of the meeting and the secretary.

7 Motions for the General Meeting must be received by the office at least one week before the day of the meeting, otherwise there is no entitlement to treatment. Suggestions received at a later date will not be considered.

8. the resolutions of the General Meeting shall be recorded by the secretary and communicated in writing to each member and sponsor.

9 The General Meeting decides by simple majority on the discharge of the members of the Executive Board for the past, completed financial year. The members of the Executive Board to whom discharge is to be granted have no voting rights in the decision on discharge.

§ 13 General provisions

1. every activity in the association, with the exception of that of employees, is honorary.

2. employees of the association cannot be members of the association committee or auditors.

3. elections to the bodies of the Association shall be open unless one of those present requests a secret ballot.

4. 4 Resolutions are passed by a simple majority of the votes cast, subject to other provisions. In the event of a tie, a motion is deemed to have been rejected. Abstentions are considered invalid votes; only in the case of votes to amend the Articles of Association are they counted as “no” votes. A majority of 2/3 of the votes cast is required for votes to amend the Articles of Association.

5. minutes must be kept of the resolutions passed in the bodies and the underlying motions. The minutes must be signed by the chairperson of the meeting and the secretary. A copy of these minutes must be submitted to the office without delay. Members shall be granted access upon request.

6. the Association may appoint and dismiss managing representatives or authorized representatives in addition to the members of the Board of Directors in order to achieve its objectives both in Germany and abroad, as well as set up additional offices.
The provisions in 6. para. The persons named in Section 1 can be authorized with limited or unlimited authority, but always together with another managing representative or a notary public authorized to represent the company or a member of the Executive Board.
The appointment of managing representatives and authorized agents and the scope of the respective power of attorney require a unanimous decision by the Board of Directors and the Association Committee.
A simple majority of the Management Board is sufficient for the dismissal of managing representatives and authorized agents and the deletion of the respective power of attorney. The respective decision must be documented in writing.

§ 14 Dissolution of the Association

1. the dissolution of the Association requires a resolution of the General Meeting with a majority of 3/4 of the votes cast.

2. in the event of dissolution or annulment of the association or discontinuation of its previous purpose or discontinuation of tax-privileged purposes, the association’s assets shall be transferred to a public corporation or another tax-privileged corporation designated by the general meeting resolving the dissolution and which must use them exclusively and directly for charitable purposes of environmental protection and nature conservation.

§ 15 Data protection

1. in order to fulfill the purposes and tasks of the association, personal data about personal and factual circumstances of the members in the association are processed in compliance with the provisions of the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

2 Insofar as the requirements described in the respective regulations are met, each member of the association has the following rights in particular:
– the right to information in accordance with Article 15 GDPR,
– the right to rectification in accordance with Article 16 GDPR,
– the right to erasure in accordance with Article 17 GDPR,
– the right to restriction of processing in accordance with Article 18 GDPR,
– the right to data portability in accordance with Article 20 GDPR and
– the right to object pursuant to Article 21 GDPR.

3. the bodies of the association, all employees or other persons working for the association are prohibited from processing, disclosing, making accessible to third parties or otherwise using personal data without authorization for purposes other than the respective task fulfillment. This obligation also applies after the above-mentioned persons have left the association.

4. the Executive Board appoints a data protection officer, if necessary, to perform the tasks and obligations under the EU General Data Protection Regulation and the German Federal Data Protection Act.

(Version adopted by the General Meeting on July 16, 2023)

Download the current articles of association dated 16.07.2023