Articles of Association of the “GAIA Marine Rescue Association”
§ 1 Name, Registered Office, Fiscal Year
The association shall bear the name “GAIA Marine Rescue Association” (hereinafter referred to as “the Association”).
The Association shall have its registered office in Zurich, Switzerland.
The fiscal year of the Association shall be the calendar year.
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§ 2 Purpose of the Association
The Association exclusively and directly pursues non-profit purposes within the meaning of the section “Tax-Privileged Purposes” of the German Fiscal Code.
The purpose of the Association is the protection and preservation of the world’s oceans, particularly through the cleanup of shipwrecks contaminated with heavy fuel oil.
The objectives of the Association shall be achieved in particular through:
Carrying out projects for the removal of heavy fuel oil from shipwrecks
Research and development of technologies for shipwreck cleanup operations
Cooperation with international organizations, governments, and scientific institutions
Public outreach and education regarding the dangers of heavy fuel oil pollution
Promoting cooperation with other non-profit organizations pursuing similar objectives
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§ 3 Non-Profit Character
The Association shall operate altruistically and shall not primarily pursue its own economic interests.
The funds of the Association may only be used for purposes consistent with these Articles of Association. Members shall receive no distributions from the Association’s funds.
No person may benefit through expenditures unrelated to the purpose of the Association or through disproportionately high remuneration.
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§ 4 Membership
Any natural or legal person supporting the objectives of the Association may become a member.
Membership shall be acquired through a written application for membership and its acceptance by the Executive Board.
Membership shall terminate through resignation, expulsion, or death of the member.
Resignation must be declared in writing to the Executive Board and is only permissible at the end of a calendar year with a notice period of three months.
A member may be expelled from the Association if they seriously violate the interests of the Association. The Executive Board shall decide on the expulsion.
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§ 5 Membership Fees
Members shall pay contributions as determined by resolution of the General Assembly. A simple majority of the voting members present at the General Assembly shall be required to determine the amount and due date of membership fees.
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§ 6 Bodies of the Association
The bodies of the Association are:
The General Assembly
The Executive Board
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§ 7 General Assembly
The General Assembly is the supreme body of the Association and shall convene at least once per year.
An extraordinary General Assembly shall be convened if required in the interest of the Association or if at least one-third of the members request it in writing, stating the purpose and reasons.
The General Assembly shall be convened by the Executive Board with at least two weeks’ written notice, including the agenda.
The General Assembly shall, in particular, have the following responsibilities:
Election and dismissal of members of the Executive Board
Acceptance of the annual report of the Executive Board and discharge of the Board
Adoption of membership fee regulations
Resolutions concerning amendments to the Articles of Association and dissolution of the Association
Any properly convened General Assembly shall constitute a quorum regardless of the number of members present.
Resolutions of the General Assembly shall be adopted by a simple majority of votes cast. Amendments to the Articles of Association and dissolution of the Association require a two-thirds majority of the members present.
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§ 8 Executive Board
The Executive Board shall consist of:
The Chairperson
The Deputy Chairperson
The Treasurer
Up to two additional members
The Executive Board shall be elected by the General Assembly for a term of two years. Re-election shall be permitted.
The Executive Board shall manage the ongoing affairs of the Association. Its responsibilities include in particular:
Preparation and convening of the General Assembly, including preparation of the agenda
Implementation of resolutions adopted by the General Assembly
Administration of the Association’s assets
Preparation of the annual report
The Executive Board shall adopt resolutions in board meetings convened by the Chairperson. The Board shall constitute a quorum if at least half of its members are present. Resolutions shall be adopted by a simple majority vote.
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§ 9 Auditors
The General Assembly shall elect two auditors for a term of two years. Auditors may not be members of the Executive Board.
The auditors shall examine the Association’s bookkeeping and annual financial statements and report their findings to the General Assembly.
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§ 10 Dissolution of the Association
The dissolution of the Association may only be resolved at a General Assembly convened specifically for this purpose and requires a two-thirds majority of the valid votes cast.
In the event of dissolution of the Association or loss of its tax-privileged status, the assets of the Association shall be transferred to another tax-privileged entity, which must use them directly and exclusively for charitable, benevolent, or ecclesiastical purposes.
