Articles of Incorporation of the „Amerika Haus Verein e.V.“, Registered Society

§ 1 Name, Seat, Business Year
The name of this corporation is „Amerika Haus Verein e.V.“ (formerly: „Freunde des Amerika Hauses e.V.“)
Its registered seat is München.
The business year corresponds to the calendar year. The corporation is registered at the official register of societies and corporations of the Amtsgericht München (Vereinsregister des Amtsgerichts München, VR 8834).

§ 2 Objective
(1) The objective of the corporation is to promote cultural relations between the United States of America and the Federal Republic of Germany through any kind of activity that helps to spread and enhance the knowledge and understanding of the English language as well as of the American intellectual, cultural, social and political life in Germany. The corporation thereby helps to foster international understanding as well as tolerance in international cultural exchange.

(2) This objective is realized in particular
- through the organization of speeches and discussions as part of the program of cultural events at the America House,
- by granting organizational and financial assistance for similar events by other non-profit organizations,
- by granting financial and organizational assistance for English theater performances intended for pupils,
- by supporting public access to the America House Library, as long as it is maintained by a domestic tax-exempt association. The corporation is entitled to raise funds for these purposes and pass those on to other domestic tax-exempt associations.

(3) The corporation is a founding member of the „Bayerisch-Amerikanisches Zentrum im Amerika Haus München e.V.“ (abbr. „B.A.Z.“; „Bavarian-American Center in the America House München e.V.“). As one of the five sections of the Bavarian-American Center it is entitled to use the facilities of the America House free of charge.

(4) The aims which the corporation pursues through its activities are exclusively non-profit in nature according to the article „Steuerbegünstigte Zwecke“ in the Abgabenordnung (article on tax-favored purposes in the tax code). The corporation's activities are disinterested; economic viability is not its primary objective. The corporation's funds are intended solely for the objectives stated in the Articles of Incorporation. The members of the corporation do not receive dividends nor does the membership status entitle them to any other financial benefits from the funds of the corporation. No person may benefit from compensations that are not in line with the corporation's objectives or from disproportionately excessive reimbursements.

§ 3 Membership
(1) Eligible for membership are persons 18 years of age and older with full legal capacity as well as corporate entities.

(2) Membership can be acquired by written application which has to be approved by the Board of Directors. If the application for membership is refused, a vote at the next regular Members' Assembly can be demanded.

(3) Persons can be declared honorary members at the suggestion of the Board of Directors, on the basis of special services rendered to the corporation.

(4) The membership terminates in the event of a member's death, a notice of resignation or, in the case of corporate entities, the dissolution of the entity. Resignation from the corporation is possible at the end of the calendar year. It must be indicated by a letter of resignation to a member of the Board of Directors and delivered at least one month before the end of that calendar year.

(5) A member can be expelled, if his/her behavior violates the interests of the corporation in a crass manner. The expulsion of a member is decided on by the Members' Assembly with a two-thirds majority after the Board of Directors made a statement commenting on the issue. The motion for expulsion has to be sent to the member in question in written form at least two weeks before the Members' Assembly. Any written statement by the member in question has to be read out at the Members' Assembly. If the member in question is not present at the Members' Assembly, the resolution including the reasons for the expulsion has to be made public in written form by the Board of Directors.

§ 4 Membership Dues
(1) The annual membership dues are fixed at the Members' Assembly.

(2) The dues are payable by March 31 of each year. If payments are delayed by more than one month, the member in question is reminded of the payment of dues by letter (or fax or e-mail). If the member fails to pay his/her dues, despite reminder, by June 30, the Board of Directors must start the process of expulsion of the member. If the reminder does not result in payment, the member must be deleted from the membership list.

(3) Honorary members are exempt from membership dues.

§ 5 Organs of the Corporation
The organs of the corporation are
the Board of Directors („Vorstand“)
the Members' Assembly („Mitgliederversammlung“)

§ 6 The Board of Directors („Vorstand“)
(1) The Board of Directors („Vorstand“) according to § 26 BGB consists of the Chair („erster Vorsitzender“), Deputy Chair („zweiter Vorsitzender“), the Treasurer („Schatzmeister“) and two Members of the Board of Directors („Vorstandsmitglieder“). The Board of Directors can, if necessary, appoint and remove up to four additional members with advisory functions.

(2) The Chair and Deputy Chair respectively are entitled to represent the corporation alone; the other members of the Board of Directors together are entitled to represent the corporation in combination with either the Chair or the Deputy Chair.

(3) The Board of Directors according to § 26 BGB is elected by the Members  Assembly for a period of three years. It remains in office after this period until the new Board members have been elected.

(4) The Board of Directors is in charge of all matters concerning the corporation unless they are attributed to the Members  Assembly (§7). Its primary tasks are:
1. Preparing the Members' Assembly and setting up an agenda,
2. Calling a Members' Assembly,
3. Implementation of the decisions of the Members' Assembly,
4. Setting up a budget for each business year, keeping the accounts, drawing up an annual report,
5. Voting on admission and expulsion of members.

(5) The Board of Directors can establish rules of procedure that regulate the procedures of Board meetings and votes.

§ 7 Members' Assembly („Mitgliederversammlung“)
(1) A regular Members' Assembly is to be held once per year. Additionally, a Members' Assembly must be called if circumstances warrant or if one-fifth of the members demand it from the Board of Directors in a letter indicating the purpose and causes for an extraordinary meeting.

(2) The Members' Assembly is exclusively in charge of the following matters:
1. Approval of the budget presented by the Board of Directors for the upcoming business year, adoption of the annual report presented by the Board of Directors, formal approval of the actions of the Board of Directors,
2. Assessment of amount and due date of the annual membership dues,
3. Election and removal of the members of the Board of Directors,
4. Voting on changes of the Articles of Incorporation and of a dissolution of the corporation,
5. Voting on appeals against refusal of an application for membership or against a motion of expulsion,
6. Award and removal of honorary memberships.

(3) Each Members' Assembly is called by the Board of Directors; the members of the corporation must be notified four weeks in advance by a letter, fax or e-mail communicating the agenda for the assembly. Each member can submit suggestions for the agenda in writing until up to four weeks before the assembly is held.
The Members' Assembly has a quorum if a minimum of ten members entitled to vote are present, regardless of the overall number of members present. For any changes to the statutory purpose of the corporation or for its dissolution, a quorum is only achieved if a minimum of 10% of the members entitled to vote are present.
The Members' Assembly is chaired by the Chair of the Board of Directors or, if he/she is unable to attend, by the Deputy Chair of the Board of Directors. If the latter is equally unable to attend, the Members' Assembly elects a chairman for the meeting from among those present.
The Members' Assembly can decide to discuss additional items to the agenda set up by the Board of Directors.

(4) Each member of the Members' Assembly - honorary members included - has a vote. An absent member can authorize another member in written form to cast the vote for him/her; however, each member can only cast the vote for one absent member on the basis of a written authorization. Unless otherwise stated by statute, a resolution is passed with simple majority of valid votes cast. Abstentions are not taken into account. In order to change the Articles of the Incorporation, a two-thirds majority of the votes cast is required, for dissolution of the corporation or for changing its objective, a three-quarters majority of the votes cast is required.
The following applies to elections: If no candidate has acquired a simple majority of valid votes cast in the first ballot, an additional run-off election between the two candidates who obtained the highest number of votes shall be held. The manner of voting is determined by the chair of the meeting; any motion for secret ballot has to be acceded to.

(5) Minutes of the assembly's proceedings must be kept. These must be signed by the chairman of the meeting in question and by the recording secretary.
Objections to the accuracy of the minutes can only be lodged within four weeks after a copy of the minutes has been received.

§ 8 Dissolution and Remaining Assets
The dissolution of the corporation as well as changes to its statutory purpose can only be voted on in an extraordinary meeting which has been called specifically with this point on the agenda.
If the corporation's assets need to be liquidated, the members of the present Executive Board shall act as liquidators.
Upon dissolution of the corporation or loss of its fiscal status as a tax-exempt association, remaining assets revert to the „Bayerisch-Amerikanisches Zentrum im Amerika Haus München e.V.“, where they may be used exclusively for non-profit purposes serving German-American understanding.

Amendment: In all legal matters German law will prevail.

The above Articles of Incorporation was submitted at the Members' Assembly on Mai 8, 2006.