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St. Gallen Helps Ukraine
Address: Höhenweg 13, 9000 St. Gallen
E-mail:sghukraine@gmail.com

First section: Club

Art. 1: Name & Seat

Under the name “St. Gallen Helps Ukraine” is an association within the meaning of Art. 60 ff. ZGB with its headquarters in St. Gallen.

Art. 2: Duration

The association exists without time restrictions.

Article 3: Purpose

The purpose of the association is to support people affected by the war in Ukraine.

Art. 4: Club year

The club year coincides with the calendar year. The annual accounts are completed on December 31st and an inventory is created. The annual financial statements are checked by the auditor.

Second Section: Membership

Article 5: Membership

1 Natural or legal persons who recognize and are willing to promote the purpose of the association can become members of the association.

2 The Board of Directors decides on the admission of members after an application has been submitted to the Presidium in writing or by email. The board's decision is final.

3 A distinction is made between active and passive members. Active membership is limited to board members.

Art. 6: Termination of membership

1 Membership expires through:

Exit;
Exclusion;
Death for natural persons, loss of legal capacity for legal entities.

2 Resignation takes place by means of a written declaration or by email to the board. It can only be done at the end of each month.

Art. 7: Exclusion

1 An exclusion can only take place if all other board members agree. The exclusion only takes place after hearing the member and will be communicated to him in writing or by email. The exclusion applies immediately.

2 The excluded member can challenge the exclusion in writing or by email within three calendar days, after which the final decision must be made by the association meeting.

Third section: organs

Article 8: Organs
The organs of the association are the association meeting, the board and the auditor. A. The club meeting

Art. 9: Tasks
The tasks and competencies of the association meeting are:

the election and dismissal of members of the board of directors;
the acceptance of the association's accounts and the auditor's report;
the discharge of the board of directors and the auditor;
the determination of the annual budget and the annual contributions of the members;
the election of the executive board, the other board members and the auditor;
the processing of applications from the board and members;
the decision on important business submitted to it by the board of directors;
the change of the statutes.

Art. 10: Convocation

1 The club meeting consists of all members of the club.

2 The regular club meeting takes place every year within the first six months of the club year.

3 The invitation to the regular club meeting is sent at least ten days in advance in writing or by email by the board, stating the agenda.

4 The association meeting can be called by resolution of the board, at the request of at least a third of the members or at the request of the auditor. The invitation has at least

three days before the meeting.

5 Applications for the association meeting must be submitted in writing to the executive committee at least two weeks in advance.

Art. 11: Decision-making

1 Resolutions at the association meeting are made in an open vote with a simple majority. Voting will only take place secretly if this is expressly requested by the majority of the active members present. In the event of a tie, the Presidium has the casting vote.

2 Every active member has one vote at the club meeting. Substitution is not permitted for natural persons. The legal entities exercise the right to vote through an authorized representative. Passive members have no vote.

3 When passing a resolution regarding the granting of a discharge, a legal transaction or a legal dispute between a member and the association, the member concerned is excluded from voting rights.

B. The Board of Directors

Art. 12: Tasks

1 The board has all powers that are not expressly transferred to another body of the association. These are in particular:

the preparation and implementation of the ordinary and extraordinary general meeting;
the issuance of regulations;
the admission and exclusion of members;
the accounting.

2 The board represents the association externally. Each member of the Presidium is authorized to sign individually.

Article 13: Organization

1 The board consists of at least two active members and is elected by the association meeting for a term of three years.1 It consists of a maximum of seven people.

2 With the exception of the presidium, which is elected by the association meeting, the board constitutes itself. The presidium can be run individually as a presidium or in pairs as a co-presidium.

1 This regulation applies upon adoption of the statutes on October 15, 2022. As a transitional provision, the first regular election of the board of directors will take place in 2026 during the regular association meeting.

Art. 14: Decision-making

1 The board has a quorum provided that at least two members are present. It is convened at the request of the executive committee or at the request of a board member.

2 In the event of a tie, the Presidium can give the casting vote. The board can form a works committee and other commissions and delegate individual tasks to them. These bodies are subject to the supervision of the board of directors.

3 resolutions of the board are made with a simple majority of those present.

C. The auditor

Article 15: Organization

1 The association meeting can elect a natural or legal person, who does not have to be a member of the association, as auditor for a term of office of one year. Re-election is permitted.

2 The auditor submits a written report to the association meeting on the audit of the annual accounts and submits an application to the association meeting to issue or refuse a discharge to the treasurer and board.

Fourth section: Finances

Art. 16: Club assets

1 The association's assets consist of the members' annual contributions, operating surpluses, any donations, event contributions and legacies.

2 The annual membership fee for members is determined annually by the association meeting.

Article 17: Liability

The association's assets are solely liable for the association's liabilities. The members' personal liability for the association's obligations is excluded.

Fifth Section: Changes to the Articles of Association & resolution

Art. 18: Changes to the statutes

In order to change the association's statutes, the presence of at least three quarters of the active members and the absolute majority of the votes cast are required.

Article 19: Dissolution

1 The dissolution of the association is decided by the association's resolution.

2 In the event of the association being dissolved, the association meeting decides on the use of the liquidation proceeds.

Fifth Section: Entry into Force

Article 20: Entry into force

These statutes were approved in their current form at the association meeting on October 15, 2022 and came into force immediately.