Statutes

§ 1 Name, business year, seat

The association bears the name „Noah – Association for the Promotion of Cultural Relations between Armenia and Germany“, – NOAH for short.
It shall be registered in the Register of Associations and bear the suffix „eingetragener Verein“ in abbreviated form „e. V.“. The business year of the association is the calendar year. The seat of the association is Lorsch.

§ 2 Purpose of the Association

The purpose of the Association is the promotion of cultural relations between Armenia and Germany, Armenian-German exchange and the promotion of Armenian art and culture in all its forms and all related interests.
This is done in particular by

• Promotion and organization of cultural exchange programs such as exhibitions, concerts,
• Promotion of cooperation and partnerships between Armenia and Germany in the field of culture, especially music, in accordance with the principles of international understanding,
• Establishment of partnerships between universities and colleges and the exchange of teachers and students, as well as the awarding of scholarships,
• dissemination of Armenia’s cultural achievements as part of the diversity of European culture.

§ 3 Non-profit status

1. The Association exclusively and directly pursues charitable purposes in the sense of the section „Tax-privileged purposes“ of the Tax Code. It does not pursue political, religious or military purposes.
2. the association is selflessly active; it does not pursue its own economic purposes. The funds of the association may only be used for purposes in accordance with the statutes. Members shall not receive any benefits from the Association’s funds. No person may be favoured by expenses which are alien to the purpose of the association or by disproportionately high  remuneration.
3. the holders of the association’s offices work on an honorary basis.
4. the association is financed by the organization of events, by public means, sponsoring participations, donations and membership fees. It does not strive for profit. It may acquire assets to the extent that it needs them to fulfill its statutory tasks and may use these assets only for statutory purposes.

§ 4 Members

1. any natural or legal person of full legal capacity may become a member of the association. Persons with racist, neo-Nazi, right-wing or left-wing radical political views are not allowed to become members. By signing the membership application, the member acknowledges the statutes.
2. Membership is established by joining the association; the declaration of membership must be submitted in writing. The board of directors decides on the admission. The refusal of admission by the board is not contestable; there is no right to admission. Members are entitled to resign from the
   Association.
3. Resignation from the Association is only possible at the end of a calendar year. It shall be effected by written declaration to the Executive Board, observing a three-month period of notice. In order to meet the deadline, the resignation must be received by a member of the Executive Board in due time. Membership ends automatically upon death. Furthermore, in the event of either a culpable violation of the interests of the Association or a unanimous decision of the Association, membership may be terminated at any time by the Board of Directors; any overpaid membership fees will be
   refunded. Furthermore, the membership will be cancelled if the member is in arrears with a total of two monthly membership fees and does not pay this amount in full within two weeks after a written reminder by the board. This reminder must be sent in writing to the last address of the member
   known to the Association. Cancellation of membership shall be effected by resolution of the Executive Board, which need not be communicated to the member concerned.
4. persons who have rendered outstanding services to the Association may be appointed honorary members.

§ 5 Membership fees

Membership dues are to be paid, the amount of the dues is decided by the board in unanimous decision; an admission fee is not charged. Membership fees are to be paid within the first three months of the business year.

§ 6 Organs of the Association

1. the organs of the association are the board and the general meeting
   The board consists of the first and second chairman, the treasurer, the secretary and two assessors.
   Two of the board members represent the association jointly. The board is appointed by resolution of the general meeting for a period of two years; it remains in office until the next statutory appointment of the new board. When a member leaves the association, his office on the board ends
   at the same time. Different board offices cannot be combined in one person.

§ 7 Limitation of the power of representation of the Executive Board

The power of representation of the executive committee is limited in the internal relationship as follows:

a) Purchases or performance commitments of any kind are to be coordinated IN ADVANCE with the Treasurer, who has a veto right here. The veto of the Treasurer may only be overridden by a majority vote of the Board of Directors.
b) For purchases, which exceed a value of Euro 250.-, in addition to the regulation from § 7, paragraph a) a unanimous approval of the executive committee must be present.
c) In addition to the conditions from § 8, paragraph a) and b), the approval of the general meeting is additionally required for taking out a loan of more than Euro 2500.

§ 8 Appointment of the general meeting

The general meeting is to be called
a) If the interest of the association requires it.
b) At least once a year.
c) If requested by at least 10% of the members or at least one of the board members.

§ 9 Form of the appeal

The general meeting is to be called by the executive committee in writing and under observance of a period of two weeks. The appeal of the general meeting must designate the subject of the resolution (agenda). The period begins on the day the invitation is sent to the last known address of the members.

§ 10 Ordinary General Meeting

After one year the board has to present an annual statement of accounts to the meeting to be convened. The meeting must pass a resolution on the discharge of the board. The agenda of the General Assembly shall include the following items:
a) Acceptance of the report of the Board on the past fiscal year,
b) Acceptance of the accounts for the past year,
c) Granting of discharge to the Board of Directors after acceptance of the auditors‘ report,
d) election of two auditors for the following fiscal year.

§ 11 Quorum

A quorum shall be any duly convened General Meeting.
In order to pass a resolution on the dissolution of the Association (§ 41 BGB), the presence of two thirds of the members of the Association is required. If a quorum is not present at a General Meeting convened to pass a resolution on the dissolution of the Association, another General Meeting with the same agenda must be convened before four weeks have elapsed since the date of the meeting.

The further meeting may/must take place at the earliest two and at the latest four months after the first meeting day. The new general meeting shall have a quorum regardless of the number of members present; the invitation to the further meeting shall contain a reference to the facilitated decision-making process.

§ 12 Passing of Resolutions

Voting shall be by show of hands. At the request of at least one of those present who are entitled to vote, voting shall be in writing and by secret ballot. The majority of the members present and entitled to vote shall be decisive in the passing of resolutions. For a resolution containing an amendment to the Articles of Association, the concurrence of a unanimous resolution of the Board and a resolution of the General Meeting with an absolute majority is required. To change the purpose of the Association, the consent of all members is required; the consent of the members not present must be given in writing.

A majority of 4/5 of the members present is required to pass a resolution on the dissolution of the Association. Abstentions are not included in the determination of the majority.

§ 13 Notarization of the resolutions of the meetings

Minutes are to be taken of the resolutions passed at the meetings; these are to be signed by the chairman of the meeting. If several members of the board were active, the last chairman of the meeting signs the document. Every member of the association is entitled to see the minutes.

§ 14 Dissolution of the association

The association can be dissolved by resolution of the general meeting (as defined in detail under § 12) with a quorum in accordance with § 13. The liquidation is carried out by the board of directors.

§ 15 Beneficiary in case of dissolution

In the event of the dissolution of the Association or in the event of the discontinuation or withdrawal of the tax-privileged purpose, the assets of the Association shall fall to the Diocese of the Armenian Apostolic Church in Germany, congregation Baden-Württemberg, which shall use them directly and
exclusively for charitable, benevolent or ecclesiastical purposes.

§ 16 Severability clause

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

§ 17 Jurisdiction and place of performance

The place of jurisdiction and performance shall be Bensheim. The above content of the statutes was adopted by the founding meeting on 1.4.2004. The statutes were amended at the extraordinary general meeting on July 2, 2004. The statutes were unanimously amended at the general meeting on November 4, 2016. The Statute was amended in the General Assembly of Members on August 8, 2021.