§ 1 Purpose of the organization, charitable status
- The purpose of the organization is the support of people in need or poverty all over the world.
- The organization shall pursue its charitable purposes especially by
providing and coordinating flight capacities, as well as implementing
relief flights to support medical and humanitarian relief operations,
disaster operations, patient and medicine transports. This shall, if
need be – if arranged for social and medical reasons – also include
direct assistance. These activities shall exclusively serve the
objective of assisting people selflessly, who as a result of their
physical, mental or emotional condition rely on the help of others.
Preferably children shall be beneficiaries of the organization. .
- The organization shall exclusively and directly pursue charitable
purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code of the United States of America, insofar as these purposes are to
be recognized simultaneously as charitable within the meaning of the
section “tax-deductible purposes” of the German Fiscal Code.
- The organization is a non-profit organization and does not primarily pursue its own economic purposes.
- No person may be favored through expenses alien to the objective of
the organization or by way of disproportionately high compensation.
- The organization does not attempt to influence legislation, nor does
it speak out in any way in favor of or in opposition to a specific
candidate for public office during political campaigns.
§ 2 Name, seat and financial year of the organization
- The organization shall have the name “Luftfahrt ohne Grenzen / Wings of Help e.V.”
- The seat of the organization shall be in Frankfurt am Main. The financial year shall be the calendar year.
§ 3 Membership
- Anyone interested in the implementation of the objectives of the
organization may become a member. This shall concern any natural person
and any legal entity under private or public law. This shall require an
application for admittance addressed to the board of the organization,
in which the applicant undertakes to comply with the provisions of the
bylaws. The board shall decide about the admittance.
- Membership shall end
a) through death or, in the case of legal entities, through deletion in the relevant entry register,
b) through resignation, which may only be declared in writing vis-à-vis the board,
c) through formal exclusion, which only be declared by resolution of the general meeting,
through exclusion due to a lack of interest, which may be declared by
resolution of the board, if dues have not been paid without reason for
more than one year, or if the organization’s interests were violated
significantly. Before the exclusion the particular member must be heard
in writing or personally. The decision regarding the exclusion must be
substantiated in writing and served by registered letter/return receipt.
The decision may be appealed in writing with the board within a period
of one month of service. The general meeting shall decide on the appeal.
The membership of the excluded member shall be suspended until the next
ordinary general meeting makes a final decision. The decision shall be
deemed accepted if no appeal is filed.
- Persons, who did the association especially great service, may be
made honorary members by the general meeting at the recommendation of
the board. Honorary members shall be exempted from contributions.
- The organization may also admit sustaining members. Sustaining
members shall be passive members that support the organization through
their contributions. Ordinary members shall be active members who
regularly and continuously help the organization in every possible way.
The board shall decide on the admittance as an ordinary member. The
board may decide on details.
§ 4 Profits and other organization funds
- Funds of the organization may be used only for the charitable
purposes according to the bylaws. The members shall not receive any
payments from the organization’s funds.
§ 5 Bodies of the organization
- Bodies of the organization shall be:
a) the general meeting
the board consisting of the 1. chairman (“president”), his deputy
(“vice-president”), the “board member for finance,” the “board member
for logistics and flight operations,” the “board member for medical
issues” and the “board member for external communications and public
relations,” the board member for press/radio/TV” as well as the “board
member for legal issues and minutes.”
c) the board of trustees,
which by decision of the board may be formed from suitably appearing
persons. As a matter of principle, the member of the board of trustees
shall work in an honorary capacity, but shall be entitled to be
reimbursed for expenses incurred and proven to be appropriate.
Furthermore, the board may decide that members of the board of trustees
may receive compensation – also a flat rate – for their time spent.
- The general meeting shall elect the board for a 3-year term. Reelection shall be permitted.
§ 6 General meeting
- The ordinary general meeting shall be held annually, preferably in the first quarter. It shall especially decide about:
a) the appointment, dismissal and discharge of board members
b) the amount of the membership dues
c) the exclusion of members
d) the dissolution of the organization and the appropriation of its assets in compliance with the conditions identified in § 9.
- The board shall convene the general meeting by special written
invitation to all members by stating the agenda. The invitation must be
mailed by simple letter at least two weeks before the meeting to the
address last known to the board. The invitation can also be sent by
e-mail. The agenda shall be determined by the board. Each active member
may request an amendment until one week before the invitations are sent
out, at the latest.
- Only active members shall have the right to vote and the right to be
elected and the right to take part in voting. Members who have the
right to be elected shall have the right to attend meetings; by
resolution by the board they may be granted the right to speak on
- At the general meeting exercising the right to vote by proxy shall
also be permitted. Only another active member can act as proxy. The
majority of the members in attendance shall decide on the adoption of a
resolution; in the event of a tie the vote of the chairman or of his
deputy shall decide. Abstentions shall be deemed invalid votes. The
board shall decide about the type of vote. However, elections, if not
unanimous by acclamation, shall occur in writing through ballots.
Resolutions amending the bylaws shall require a two-thirds majority of
the members in attendance. However, § 9 no. 1 sentence 3 shall apply to
amendments regarding the purpose of the bylaws.
- Resolutions involving amendments to the bylaws and the dissolution
of the organization must be reported to the tax office with
jurisdiction. Amendments to the bylaws involving the charitable
objectives specified in § 1 shall require the approval of the tax office
- Minutes must be created about the negotiations of the general
meeting, which must be signed by the keeper of the minutes as well as by
the chairman. These minutes must be available to the active members
within six months. The minutes can also be sent by e-mail. Objections
may be filed only within one month after access has been provided to the
minutes. There is no right to have the minutes amended.
- An extraordinary general meeting shall be convened if required in
the interest of the organization or if demanded by at least 20% of the
active members in writing to the board. If the board fails to comply
with such a request, these active members shall be entitled to convene
the meeting themselves.
§ 7 Board of the organization
- Only members of the organization may be appointed board members. The
election shall take place individually. If a board member resigns
prematurely, the board may appoint a successor for the remainder of his
- The “board within the meaning of § 26 BGB” shall consist of the
first chairman (president) and his deputy (vice-president). Each of the
two board members shall be authorized to represent the organization
alone. However, legal transactions exceeding EUR 10,000.00 shall require
both board members’ approval. The board within the meaning of section
26 BGB shall be entitled to grant the authority to a manager to act with
respect to any legal transactions. If one manager is appointed, he
shall be a special representative within the meaning of section 30 BGB.
- In addition, the “enlarged board” shall consist of the third to
eighth chairpersons and shall be responsible for governing the
organization’s management. Unless these bylaws expressly refer to the
“board within the meaning of section 26 BGB,” board shall refer to the
“enlarged board” within the meaning of the previous sentence.
- The board shall make its decisions by way of resolutions in board
meetings with a simple majority, for the purpose of which it shall
convene at least four times per year and about which it must prepare
minutes. The chairman shall send invitations with one week’s notice; in
the event he is prevented his deputy shall do so. Before decisions are
made that may affect a division of the organization the authorized
representative of the respective division must be heard.
- The board may adopt bylaws and rules of procedure. It shall in
particular adopt rules of procedure to avoid conflicts of interest.
- The board members shall be entitled to be reimbursed for expenses
incurred and proven to be appropriate. Furthermore, the board members
may receive appropriate compensation – also a flat rate – for their time
§ 8 Membership fees
- Membership fees shall be annual fees and in each case due in advance
on March 1 of every year. The general meeting shall decide on the
amount. It may reduce the fee up to 50% for pupils, students and
§ 9 Dissolution and change of purpose
- Only the general meeting may decide the dissolution of the
organization with a three-quarters majority of the full members. The
discussion shall be governed by the provisions of the BGB. A
three-quarters majority shall also be required to approve a change of
the organization’s purpose.
If the organization is dissolved or abolished, or if
its tax-deductible purposes no longer apply, the assets of the
corporation shall be exclusively appropriated for charitable purposes
within the meaning of section 501 (c)(3) of the Internal Revenue Code of
the United States of America, provided these purposes are
simultaneously charitable as defined by the section “tax-deductible
purposes” of the German Fiscal Code and the funds flow to a legal entity
under public law or to another tax-privileged and charitable
Frankfurt am Main, november 7th, 2013