Statutes of the Jazzclub Leipzig e.V.
§ 1 Name, Registered Office, Fiscal Year
- The association bears the name jazzclub leipzig e.V.
- It has its headquarters in Leipzig.
- It is registered in the register of associations at the district court of Leipzig.
- The fiscal year of the Association is the calendar year.
§ 2 Purpose of the association
- The association pursues exclusively and directly non-profit purposes in the sense of the section Tax-privileged purposes of the tax code.
- The purpose of the association is the promotion of art and culture, especially jazz music activities in the city of Leipzig with the aim of awakening understanding and interest for this music among the population as well as contributing supra-regionally to the image of a versatile music city of Leipzig and a multi-layered cultural landscape of Saxony.
- To this end, jazzclub leipzig e.V. sets itself the following tasks in particular:
- Preparation and realization of the Leipzig Jazz Days
- Implementation of jazz music events in the city of Leipzig
- Initiation of workshop offers
- Public Relations.
§ 3 Selflessness
- The association is selflessly active. It does not primarily pursue its own economic purposes.
- Funds of the Association may only be used for purposes in accordance with the Articles of Association. The members of the association may not receive any benefits from the association's funds in their capacity as members.
- Members may not receive any shares of the Association's assets upon their resignation or upon dissolution of the Association.
- No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.
§ 4 Membership
- Anyone who supports the goals of the association can become a member. Minors require the consent of their legal representatives. The application for admission to the association must be made in writing or by e-mail.
- The board decides on the application. The admission is completed with the payment of the membership fee, if the board has not rejected the admission.
- Membership ends by resignation, exclusion or death or, in the case of legal entities, by dissolution.
- If a member has culpably violated the goals and interests of the association in a gross manner or repeatedly or has remained in arrears with the membership fee for one year despite a reminder, he or she can be excluded by the board with immediate effect. The member must be given the opportunity to justify or comment before the resolution is passed. For this purpose, the Executive Board shall inform the member of the intended exclusion in writing, stating the reason (electronic form is sufficient). A period of two weeks is granted for the statement. After expiry of the deadline, the Executive Board shall take a decision taking the statement into account. If the member has not submitted a statement, the Executive Board shall decide on the exclusion without it. This decision shall be sent to the member in writing (electronic form is sufficient). An appeal against the exclusion decision may be lodged with the Executive Board within a period of one month after receipt of the notification of exclusion, on which the next General Meeting shall decide.
§ 5 Membership fees
- Members shall pay dues in accordance with a resolution of the general meeting. A simple majority of the votes cast is required to determine the amount and due date of contributions.
§ 6 Organs of the association
- The organs of the association are:
- the board
- the advisory board
- the general meeting.
§ 7 Executive Board
- The board consists of three members of the association and is elected by the general meeting together with the advisory board for two years at a time.
- The Executive Board may co-opt a new Executive Board member in place of a retired Executive Board member. The majority of the Executive Board may not consist of co-opted members. If two members of the Executive Board retire during the election period, a new Executive Board must be elected at an extraordinary General Meeting.
- The association is represented judicially and extrajudicially by two board members jointly.
- The Executive Board is responsible for all other matters of the Association, unless they are assigned to another body of the Association by the Articles of Association.
- In particular, it has the following tasks:
- Preparation and convening of the general meeting
- Execution of the resolutions of the general meeting
- Preparation of a budget for each fiscal year, accounting, preparation of an annual report.
- Conclusion and termination of employment contracts and other agreements
- Adoption of resolutions on the admission and exclusion of members of the Association
- Artistic-programmatic orientation of the association's events and of events in which the association participates.
- As a matter of principle, the Executive Board shall act on a voluntary basis. Members of the Board of Management may be paid appropriate remuneration for their activities if the budget situation permits. The Advisory Board decides whether and how much remuneration is to be paid.
- The Executive Board requires the approval of the Advisory Board for the following legal transactions and decisions:
- Legal transactions with a business value of € 25,000.00 or more
- Event programs
- Establishment of the Rules of Procedure and Amendment of the Rules of Procedure
- Conclusion and termination of employment contracts
- The Board of Directors passes its resolutions by simple majority.
- Resolutions of the Board of Management may be adopted by circular resolution in the event of urgency.
- The Board of Management shall regulate the details in its rules of procedure.
§ 8 Advisory Board
- The advisory board, consisting of three members of the association, is elected by the general meeting together with the board of directors for two years at a time.
- The tasks of the Advisory Board are to support and advise the Executive Board in decision-making on important issues, to decide on the approval of matters referred to in Section 7 (7), and to decide and on the payment of remuneration to members of the Executive Board in accordance with Section 7 (6).
- The Advisory Board shall in principle act on a voluntary basis. Members of the Advisory Board may be paid appropriate remuneration for their activities if the budget situation permits. The Executive Board shall decide whether and how much remuneration is to be paid. The Advisory Board meeting shall be convened by the Executive Board. In addition, the Executive Board is obliged to hear the Advisory Board if at least one third of the Advisory Board members request this in writing, stating the reasons and the purpose.
- The Advisory Board passes its resolutions by simple majority.
§ 9 General meeting
- A General Meeting shall be convened at least once a year by the Board of Directors in writing or by e-mail to the last address provided by the member.
- An extraordinary General Meeting shall be convened by the Executive Board if the interests of the Association so require or at least one third of the members request this in writing, stating the reasons and the purpose.
- The invitation period is two weeks. The invitation must contain the agenda.
- The general meeting has the following tasks:
- Confirmation of the annual report of the Executive Board and resolution on the discharge of the Executive Board and the Advisory Board
- Election of the Board of Directors
- Election of the advisory board
- Resolution on the determination of the amount and due date of membership fees
- Resolution on the appeal against an exclusion resolution of the Executive Board
- Adoption of resolutions on amendments to the Articles of Association and on the dissolution of the Association.
- The chairman of the meeting and the keeper of the minutes shall be elected at the beginning of the general meeting. The keeper of the minutes shall prepare minutes of the meeting.
- The General Meeting shall pass its resolutions by a simple majority of the votes cast, unless otherwise specified in the Articles of Association. In the event of a tie, a motion shall be deemed rejected.
- The Board of Directors may decide to hold a virtual or hybrid General Meeting instead of a face-to-face meeting. The board shall name the platform for this with the invitation and inform the members of the access and user data.
§ 10 Management of the Association
- The Board of Directors shall appoint a full-time Executive Director to assist it.
- The managing director is in charge of the office.
- The managing director can be authorized by the board to represent the association out of court. Her/his rights and duties are regulated in the rules of procedure of the board, which the board itself decides.
- She/he participates in meetings of the board of directors, the advisory board and the general meeting in her/his function as managing director in an advisory capacity.
§ 11 Amendment of the Articles of Association
- A change to the Articles of Association can only be voted on at the General Meeting if this agenda item has already been referred to in the invitation to the General Meeting. A majority of three quarters of the votes cast is required to amend the Articles of Association.
- Amendments to the Articles of Association required by supervisory, judicial or financial authorities for formal reasons may be made by the Executive Board on its own initiative. Such amendments to the Articles of Association must be sent to all members of the Association in writing or by e-mail to the address last notified.
§ 12 Certification of Resolutions
- The resolutions adopted at meetings of the Board of Directors and the Advisory Board as well as at General Meetings shall be recorded in an arbitrary written form and signed by the respective keeper of the minutes:at the meeting.
§ 13 Dissolution of the association
- The association can be dissolved by resolution of the general meeting. The resolution can only be passed after announcement in the invitation to the general meeting. A majority of three quarters of the votes cast is required for the resolution to be passed.
- In the event of the dissolution of the Association or the discontinuation of tax-privileged purposes, the assets of the Association shall pass to the City of Leipzig, which shall use them directly and exclusively for the promotion of jazz music activities.
§ 14 Final provision
- The present version of the Articles of Association was adopted by the General Meeting on April 19, 2023. The version of April 29, 2008 loses its validity.