Statutes

§1 Name, financial year, registered office

The association bears the name ‘Noah – Association for the Promotion of Cultural Relations between Armenia and Germany’ – NOAH for short.

It shall be entered in the register of associations and bear the suffix ‘registered association’ in abbreviated form ‘e. V.’.  The financial year of the association is the calendar year. The registered office of the association is Heppenheim.

§2 Purpose of the association

The purpose of the association is to promote cultural relations between Armenia and Germany, Armenian-German exchange and Armenian art and culture in all its forms and all related interests.

This is achieved in particular through

• the promotion and organisation of cultural exchange programmes such as exhibitions and concerts,
• promoting cooperation and partnerships between Armenia and Germany in the field of culture, especially music, in accordance with the principles of international understanding,
• establishing partnerships between universities and colleges and the exchange of teachers and students, as well as the awarding of scholarships,
• disseminating Armenia’s cultural achievements as part of the diversity of European culture.

§3 Non-profit status

1. The association pursues exclusively and directly non-profit purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code. It does not pursue any political, religious or military purposes.
2. The association acts altruistically; it does not pursue any economic purposes of its own. The association’s funds may only be used for purposes in accordance with its statutes. Members shall not receive any payments from the association’s funds. No person may benefit from expenses that are not related to the purpose of the association or from disproportionately high remuneration.
3. The holders of association offices work on a voluntary basis.
4. The association is financed by organising events, public funds, sponsorship contributions, donations and membership fees. It does not seek to make a profit. It may acquire assets to the extent necessary to fulfil its statutory tasks and may only use these assets for statutory purposes.

§4 Members

1. Any natural or legal person with full legal capacity may become a member of the association. Persons with racist, neo-Nazi, right-wing or left-wing radical political views are prohibited from membership. By signing the declaration of membership, the member accepts the statutes.
2. Membership is acquired upon joining the association; the declaration of membership must be submitted in writing. The executive committee decides on admission. The executive committee’s decision to reject an application for membership is final; there is no legal right to membership. Members are entitled to resign from the association.
3. Resignation from the association is only possible at the end of a calendar year. It must be submitted in writing to the executive committee with three months‘ notice. To comply with the notice period, the declaration of resignation must be received by a member of the executive committee in good time. Membership shall automatically end upon death. Furthermore, membership may be terminated by the Executive Board at any time in the event of either a culpable violation of the interests of the Association or a unanimous decision by the Association; any excess membership fees paid shall be refunded. Membership shall also be cancelled if the member is in arrears with a total of two monthly contributions and does not pay this amount in full within two weeks of receiving a written reminder from the Executive Board. This reminder must be sent in writing to the member’s last known address. Membership shall be cancelled by resolution of the executive committee, which does not have to be communicated to the member concerned.
4. Persons who have rendered outstanding services to the promotion of the association’s purpose may be appointed honorary members.

§5 Membership fees

Membership fees are payable; the amount of the fees is decided unanimously by the executive committee; no admission fee is charged. Membership fees are payable within the first three months of the financial year.

§6 Organs of the association

1. The organs of the association are the executive committee and the general meeting.
2. The executive committee consists of the first chairperson, the second chairperson (deputy), the treasurer (finance manager), the secretary – as the inner executive committee – and assessors.
3. In accordance with its understanding as a German-Armenian association, the executive committee should ideally be composed of half of Armenian origin and half of German origin.
4. The Executive Board authorised to represent the association within the meaning of § 26 BGB (German Civil Code) consists of the inner circle of the Executive Board. The 1st Chair and the Treasurer (Head of Finance) represent the association individually. Otherwise, two members of the inner circle of the Executive Board represent the association jointly.
5. The Executive Board is appointed by resolution of the General Meeting for a term of two years; it remains in office until the next statutory appointment of the new executive committee. The terms of office of the first chairperson and the treasurer should, if possible, always overlap by one year. When a member leaves the association, their position on the executive committee ends at the same time.
6. The full Executive Committee shall normally meet three times a year, or otherwise as required. Executive Committee meetings may also be held virtually.
7. The executive committee determines the general guidelines for fulfilling the association’s purpose. It may meet separately. Board meetings are convened by the chairperson or, if he/she is unable to do so, by his/her deputy. A notice period of one week should be observed. The board has a quorum if at least five members are present; for meetings of the executive committee, at least three members are required. Resolutions are passed by a majority of the votes cast by the participating board members. If necessary, a vote may also be taken by circular resolution (e.g. email). In the event of a tie, the chairperson has the casting vote; if the chairperson is unable to attend, the vice-chairperson has the casting vote.
8. The resolutions of the Executive Board shall be recorded in minutes. The minutes shall be signed by the secretary and the chairperson or, in the event of his or her absence, by another member of the Executive Board.

§7 Restriction of the Executive Board’s power of representation

The power of representation of the Executive Board is restricted internally as follows:

Purchases or service commitments of any kind must be agreed in advance with the treasurer, who has a right of veto in this regard. The treasurer’s veto can only be overruled by a majority decision of the Executive Board.

§8 Convening of the General Meeting

The General Meeting shall be convened:

a) When required in the interests of the Association.
b) At least once a year.
c) When requested by at least 10% of the members or at least one of the members of the Executive Board.

§9 Form of Convening

The general meeting shall be convened by the executive committee in writing (by letter or email or other digital means of communication) with two weeks‘ notice. The convening of the general meeting must specify the subject matter of the resolution (agenda). The period of notice shall commence on the date on which the invitation is sent to the last known address of the members.

§10 Ordinary general meeting

After one year, the Executive Board shall submit an annual statement of accounts to the meeting to be convened, which shall take place at the association’s registered office in the first half of the year if possible. The meeting must pass a resolution on the discharge of the Executive Board.

The following items shall be included in the agenda of the General Meeting:

a) Receipt of the Executive Board’s report on the past financial year,
b) Approval of the accounts for the past year,
c) Discharge of the Executive Board after acceptance of the auditor’s report,
d) Election of an auditor for the following financial year.

§11 Advisory Board

The Executive Board may establish an Advisory Board to advise the Executive Board, whose members may also be non-members of the Association. The number of Advisory Board members shall be determined by the Executive Board as appropriate. Members shall be appointed by the Executive Board for a term of two years.

The advisory board shall have the task of advising and supporting the executive committee in the fulfilment of its duties.

§12 Quorum

Any duly convened general meeting shall constitute a quorum.

The presence of two-thirds of the association’s members is required to pass a resolution on the dissolution of the association (§ 41 BGB). If a general meeting convened to pass a resolution on the dissolution of the association does not have a quorum, another general meeting with the same agenda must be convened within four weeks of the date of the meeting. The further meeting may/must take place no earlier than two and no later than four months after the date of the first meeting. The new general meeting shall constitute a quorum regardless of the number of members present; the invitation to the further meeting must contain a reference to the facilitated resolution.

§13 Passing of resolutions

Voting shall be by show of hands. At the request of at least one of the persons present who are entitled to vote, voting shall be by written ballot and shall be secret. Resolutions shall be passed by a majority of the members present and entitled to vote. A resolution containing an amendment to the Articles of Association requires the unanimous decision of the Executive Board and a resolution of the General Meeting passed by an absolute majority. Any amendment to the purpose of the association requires the consent of all members; the consent of members who are not present must be given in writing.

A resolution to dissolve the association requires a majority of 4/5 of the members present. Abstentions shall not be included in the calculation of the majority.

§14 Certification of meeting resolutions

 Minutes shall be taken of the resolutions passed at the meetings and shall be signed by the chairperson of the meeting. If several board members were active, the last chairperson of the meeting shall sign the document. Every member of the association is entitled to inspect the minutes.

§15 Dissolution of the association

The association may be dissolved by resolution of the general meeting (as defined in detail in § 12) with a quorum in accordance with § 13. Liquidation shall be carried out by the executive committee.

§16

In the event of dissolution of the association or discontinuation or revocation of its tax-privileged status, the association’s assets shall fall to the Diocese of the Armenian Apostolic Church in Germany, Baden-Württemberg Parish, which shall use them directly and exclusively for charitable, benevolent or ecclesiastical purposes.

§17 Severability clause

Should any provisions of this agreement be wholly or partially invalid or unenforceable, or should they later lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions. The same shall apply if it transpires that this agreement contains a loophole. In place of the missing or invalid or unenforceable provision, or to fill the loophole, the contracting parties shall agree on an appropriate provision which, as far as legally possible, comes closest to what the contracting parties would have wanted if they had considered this point when concluding this contract. The same shall also apply if the invalidity of a provision is based, for example, on a level of performance or time (deadline or date) specified in the contract; in this case, a legally permissible level of performance or time that comes as close as possible to the intended purpose shall be agreed.

§18 Place of jurisdiction and place of performance

The place of jurisdiction and place of performance is Bensheim. The above contents of the statutes were adopted by the founding meeting on 1 April 2004. The statutes were amended at the extraordinary general meeting on 2 July 2004. The statutes were amended unanimously at the general meeting on 4 November 2016. The statutes were amended at the general meeting on 8 August 2021. The statutes were amended at the general meeting on 26 April 2025.

April 2025

Alexander Löffelholz                                                    Ernst-Ludwig Drayß