§ 1 Name, registered office, financial year
(1) The association bears the name "The Bay Areas e. V.".
(2) The association shall be entered in the register of associations.
(3) The Association has its registered office in Kiel.
(4) The Association's financial year is the calendar year.

§ 2 Purpose, 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 purpose of the association is to promote exchange and international understanding between the regions of San Francisco (USA), Kiel and Schleswig-Holstein and its citizens in all areas, in particular in the fields of culture, science, business, education, politics and sport. § Section 52 para. 2 no. 13 AO.
(3) The association is selflessly active. It does not primarily pursue its own economic purposes.
(4) The Association's funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the Association's funds. This does not affect the reimbursement of expenses.
(5) No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.
(6) If the association is dissolved or if tax-privileged purposes cease to exist, the assets shall revert to the City of Kiel, which shall use them directly and exclusively for charitable purposes.

§ 3 Acquisition of membership
(1) Any natural person, legal entity or partnership, including associations and local authorities, may become a member of the Association. The following membership options are available:
a) Ordinary members:
Ordinary members are part of the General Assembly and have voting rights.
b) Non-regular members (supporting members):
Members who wish to support the association as non-regular members receive the status of supporting member. They are invited to general meetings, but do not have their own voting rights.
c) Honorary members:
Anyone who has made an outstanding contribution to the objectives of the association can be appointed as an honorary member for life. The Board of Directors decides on the appointment. The General Meeting may propose honorary members.
(2) The prerequisite for acquiring membership is a written application for membership, which must be addressed to the Board of Directors and must specify the type of membership desired. In the case of minors, the application must also be signed by the legal representatives. They must undertake to pay the membership fees for the minor by means of separate written declarations.
(3) The Executive Board shall decide on the application for membership at its own discretion by a simple majority decision of the Executive Board. If the application is rejected, the Board is not obliged to inform the applicant of the reasons for the rejection.
(4) Membership of the association is completed when the membership fee is credited to the association's account for the first time.

§ 4 Termination of membership
(1) Membership ends through death, exclusion, removal from the membership list or resignation from the association.
(2) Resignation is effected by written declaration to a member of the Executive Board. In the case of minors, the declaration of resignation must be submitted by their legal representatives. Resignation can only be declared at the end of a financial year, whereby a notice period of three months must be observed.
(3) A member can be removed from the membership list by a simple majority decision of the Executive Board if it is in arrears with the payment of membership fees or contributions despite two written reminders. The removal may only be decided if two months have elapsed since the second reminder was sent and the removal was threatened in this reminder. The member must be notified of the Board's decision to cancel the membership.
(4) A member can be expelled from the association by a simple majority decision of the Board of Directors if he or she culpably violates the interests of the association in a gross manner. Before passing a resolution, the Executive Board must give the member the opportunity to make a written or oral statement. The Board's decision must be justified in writing and sent to the member. The member may appeal against the decision to the General Meeting. The appeal must be lodged with the Executive Board within one month of receipt of the resolution. Within one month of the appeal being lodged in due time, the Board of Directors shall convene a General Meeting, which shall make a final decision on the exclusion by simple majority.

§ 5 Membership fees
Members may be required to pay fees, contributions and levies. The amount of these payments, the due date and the manner in which they are to be paid are governed by a membership fee schedule adopted by the General Meeting. The membership fee regulations are not part of the articles of association. It shall be made known to the members in the respective valid version in an appropriate manner.

§ 6 Organs of the association
The bodies of the association are the Executive Board, the General Meeting and the Advisory Board.

§ 7 Executive Board
(1) The Executive Board of the Association within the meaning of § 26 BGB shall consist of at least 3 persons, namely the Chairman, the Deputy Chairman and the Treasurer.
(2) The Association is represented by the Chairman and the Deputy Chairman of the Board of Directors. They are each authorized to represent the association alone.
(3) Amendments to the Articles of Association that are required by supervisory, judicial and financial authorities or charitable umbrella organizations for formal reasons may be made by the Board of Directors on its own initiative. The members must be informed of such changes as soon as possible.
§ 8 Responsibility of the Management Board
The Board of Directors is responsible for all matters of the association, unless they are assigned to another body of the association by the Articles of Association. It has the following tasks in particular:
a) Preparing and convening the General Meeting and drawing up the agenda;
b) Implementation of resolutions of the General Meeting;
c) Preparation of the budget, bookkeeping, preparation of the annual report;
d) Passing resolutions on the admission and exclusion of members.

§ 9 Election and term of office of the Executive Board
(1) The Board of Directors is elected by the General Meeting for a term of three years. Re-election is possible. If possible, members of the association (natural persons or representative bodies of legal entities or partnerships) should be elected as members of the Executive Board.
(2) If a member of the Management Board resigns prematurely, the Management Board shall consist of the remaining members until a new Management Board is elected. The remaining members of the Board of Directors may complete themselves by co-option. Co-opted Board members require confirmation by the next General Meeting.

§ 10 Meetings and resolutions of the Executive Board
(1) The Board of Directors shall adopt resolutions at meetings convened by the Chairman or, in his absence, by the Deputy Chairman; the agenda need not be announced. The notice period is 10 days. The period begins on the day following dispatch.
(2) The Board of Directors shall constitute a quorum if at least half of its members are present. Resolutions shall be passed by a simple majority of the valid votes cast; in the event of a tie, the Chairman shall have the casting vote or, in his absence, the Deputy Chairman.
(3) Resolutions of the Board of Directors may also be passed outside of meetings in any way, in particular by telephone or in writing, provided that all members of the Board of Directors agree to the resolution on the subject matter.
(4) Minutes shall be taken of the resolutions by the secretary. The minutes should include the time and place of the Board meeting, the names of the participants, the resolutions and the result of the vote.

§ 11 Advisory Board
(1) The Advisory Board, which consists of up to ten members, is appointed and dismissed by resolution of the Board of Directors in accordance with Section 10 (2). Any proposals made by members of the Association shall be taken into account when appointing members. Dismissal is only permissible in the event of a gross violation of the Association's interests. The advisory board members may, but need not, be members of the association.
(2) The term of office of a member of the Advisory Board is three years. Reappointment is possible.
(3) The Advisory Board elects a spokesperson from among its members. The spokesperson of the advisory board has the right to participate in the board meetings. He is not entitled to vote.
(4) The members of the Advisory Board have the right to participate in the General Meetings. They are not entitled to vote, unless they are ordinary members.
(5) The tasks of the Advisory Board are:
The Advisory Board advises the Executive Board on all important issues relating to the association.
The advisory board promotes the ideas and goals of the association to the public.
The Advisory Board has the right to submit proposals and motions to the General Meeting.

§ 12 General Meeting
(1) Each ordinary member (in the case of natural persons over the age of majority) has one vote at the General Meeting. Another member may be authorized in writing to exercise the right to vote. In addition to his own vote, a member may have a maximum of two further votes transferred to him in writing.
(2) If a member company/member organization is not represented at the General Meeting by its management/representative, the management/representative must designate a representative by name in writing to the Association using the attached registration form and complete and sign the power of attorney accordingly.
(3) The General Meeting is responsible for the following matters:
Approval of the budget for the next financial year.
Acceptance of the annual report of the Board of Directors.
Discharge of the Management Board.
Determination of admission fees, membership fees and levies.
Election and dismissal of members of the Executive Board.
Resolution on amendments to the Articles of Association and on the dissolution of the Association.
Resolution on the appeal against an exclusion resolution.
Appointment of honorary members.
Changes to the contribution regulations

§ 13 Convening of the General Meeting
(1) The Annual General Meeting shall take place once a year, if possible by June 30. It is organized by the Board with two weeks' notice in writing or by e-mail, stating the agenda convene the meeting. The period begins on the day following the dispatch of the invitation. A letter of invitation is valid shall be deemed to have been received by the member if it is sent to the last address notified to the association by the member (post or e-mail address). The agenda is set by the Executive Board.
(2) Each member may submit a written request to the Board of Directors no later than one week before a General Meeting. request an addition to the agenda by e-mail. An addition to the agenda must be submitted to the members without delay.
(3) Motions for additions to the agenda that are submitted at general meetings may be approved by the The General Meeting may only pass resolutions if all members are present or duly represented. The requirement for a general meeting does not apply to motions in which only the amendment or change of the Articles of Association is proposed. of a topic specified in the invitation.

§ 14 Extraordinary General Meeting
An Extraordinary General Meeting shall be convened by the Executive Board if the interests of the Association so require. or if more than ⅓ of the members request this in writing to the Executive Board, stating the purpose and the Apply for reasons.

§ 15 Adoption of resolutions by the General Meeting
(1) The General Meeting is chaired by the Chairman or, in his absence, by the Deputy Chairman. chaired the meeting. If no member of the Board of Directors is present, the meeting shall appoint the chairperson.
(2) The chairman of the meeting shall determine the type of voting. The vote must be conducted in writing, if one third of the voting members present so request.
(3) The General Meeting shall constitute a quorum if at least one eighth of all members of the Association is present. If there is no quorum, the Board of Directors is obliged to hold a second meeting within two weeks. General Meeting with the same agenda; this is to be convened irrespective of the number of members present. members present constitute a quorum. This must be indicated in the invitation.
(4) The General Meeting passes resolutions with a simple majority of the valid votes cast. One Qualified majority of more than 75 % of the votes cast is required for resolutions on (i) the amendment of the Articles of Association, (ii) the dissolution of the Association and (iii) a change in the purpose of the Association.
(5) In elections, the person who has received more than half of the valid votes cast is elected. If no one If more than half of the valid votes cast are received, the election is held between the two candidates who have votes, a run-off election is held. The person who receives the most votes is then elected. has. In the event of an equal number of votes, the chairman of the meeting shall draw lots to decide.
(6) Minutes of the General Meeting shall be taken by the secretary. The minutes shall The place and time of the General Meeting, the number of members present, the resolutions and the Voting result included. 10

§ 16 Committees
(1) In order to achieve the statutory purposes and to prepare and implement individual measures the Board of Directors or the General Meeting can set up committees. The committees may include ordinary and non-regular members, board members and advisory board members.
(2) In the committees, the members develop work priorities and options for action for the association. Public relations work of the committees requires approval and coordination with the Executive Board.
(3) For the focused promotion of the purpose of the association in the fields of culture, science and business, separate committees can be set up for education, politics and sport.

§ 17 Dissolution of the Association
(1) The dissolution of the Association is subject to the resolution requirements of § 15 para. 4.
(2) Unless the General Meeting decides otherwise, the Chairman and the Deputy Chairman are jointly authorized liquidators.
(3) The assets available at the end of the liquidation shall be transferred to the City of Kiel, which shall use them directly and exclusively for charitable purposes.

Kiel, 14.11.2016