Articles of Association of the Friends of Githabai
§1. The name, place and purpose of the association.
§2. The association's name is "Friends of Githabai *".
§3. The association's registered office is Skovhusvej 3, 4262 Sandved.
§4. The purpose of the association is to support children in Kenya,
primarily in Kinangop, through raising funds for schoolwork and other purposes.
Anyone who has paid a membership fee to the association and who agrees with the association's purpose and idea is a member of the association.
A member who does not respect these articles of association or resolutions passed by the general meeting may be excluded by the board of directors by the association.
An exclusion must be approved by the next general meeting.
An Extraordinary General Meeting shall be convened with only this one item on the agenda if the Annual General Meeting is set to be held later than one month after the exclusion.
§ 6. General Assembly
The General Assembly is the highest authority of the association.
The Annual General Meeting is held once a year, at the latest in March and is announced by ordinary letter to all members no later than 30 days before.
The agenda for the Annual General Meeting must contain at least the following items:
1) Choice of conductor
2) The Board of Directors' report on the association's activities in the past year
3) The audited accounts are submitted for approval
4) Proposals received
5) Setting the quota
6) Election of Board of Directors and Deputy Board of Directors
7) Election of auditor
Proposals for consideration under item 4 of the agenda must be submitted to the Board of Directors at least 14 days prior to the general meeting by signature.
Extraordinary General Meetings may be convened by the Board of Directors at fourteen days' notice and shall be held at the request of the Board of Directors in writing stating the agenda of 10 members within four weeks of receipt of such request.
All decisions at a general meeting are taken by a simple majority of votes. The general meeting legally ushered in at all times is quorum. Only members with a valid membership fee can vote at the general meeting.
No one, as a representative at the general meeting, can represent more than one member.
Above what passed at the general meeting is a protocol signed by the chairman.
The association is led by a board of 5 members elected for 2 years at a time. At the first annual general meeting after the foundation, 1 board member and treasurer are up for election. The treasurer and the chairman are elected at the general meeting.
The Board of Directors constitutes itself with, Vice-President, and Secretary.
The Board of Directors establishes its own rules of procedure and makes the decisions necessary for the operation of the association.
The association is obliged by the signature of two board members, one of whom must be the chairman or the vice-chairman.
However, when purchasing, pledging or selling real estate, a signature is required from the entire board.
Individuals can be notified of attorneys.
The association is only liable for its obligations with the assets of the association at all times. There is no personal liability of the members of the association or the board of directors.
§ 9. Financial year
The association's fiscal year is from January 1 to December 31. At each year's ordinary general meeting, next year's quota is set by the general meeting.
The audit takes place once a year after the end of the financial year. Unannounced checkout can take place when the auditor so wishes. However, unannounced audits must be performed at least once a year.
Accounting and status must be endorsed with an audit report by the association's auditor.
§10. Statute amendments and dissolution of the association
Amendments to these statutes require that 2/3 of the association's members vote in favor. If 2/3 of the members of the association are not present, the board of directors may convene a new general meeting, which can be held at the earliest 5 weeks after.
The call must state the proposal. At the new general meeting, the amendment to the articles of association may be adopted by 2/3 of the votes of the representatives.
PCS. 1 also applies to the dissolution of the association.
In that case, the net assets of the association must be distributed to non-profit purposes, which naturally follow the association's objectives, but which are decided at the dissolving general meeting.
As adopted at the founding general meeting on 20/10 2005