Articles of Association

§ 1 Name, Registered Office, Fiscal Year

The association bears the name "Internationaler Club La Redoute, Bonn e.V." The association has its registered office in Bonn. The association is registered in the register of associations at the Bonn Local Court. The fiscal year is the calendar year.

§ 2 Purpose of the Association

1. The purpose of the association is to deepen human and cultural relations with other peoples and to foster international understanding, in particular by promoting European integration and international cooperation in the fields of politics, economics, economic and social development, science, and culture. The purpose of the Articles of Association is realized in particular through: - lectures and discussions on the significance, causes, and effects of political, economic, and cultural developments at home and abroad; - maintaining contacts with international organizations and institutions; - organizing and attending exhibitions and concerts by domestic and foreign artists; - organizing educational trips at home and abroad. 2. The association’s activities are not profit-oriented and pursue exclusively and directly the charitable purposes specified in Section 1 within the meaning of the “tax-privileged purposes” section of the German Tax Code. Any funds may only be used for the purposes set forth in the bylaws. Members shall receive no payments from the association’s funds. Upon their resignation, upon dissolution, or upon the association’s loss of legal capacity, they shall neither receive a refund of their paid-in dues nor have any claim to the association’s assets. 3. No person may be favored through administrative tasks unrelated to the association’s purposes or through disproportionately high remuneration. 4. All holders of association offices serve in an honorary capacity. Commercial business operations are permitted only within the limits of Sections 51–63 of the German Fiscal Code.

§ 3 Membership

1. Members are admitted by the Executive Board. The application for admission must be endorsed by two members acting as sponsors. 2. Membership is open to - persons whose names appear on the official lists of diplomatic missions, their representative offices, or consulates, or who are members of the staff of international organizations, - other natural persons who have reached the age of 18 and are capable and willing to serve the association’s objectives, - associations of persons, companies, and other legal entities capable and willing to promote the association’s purposes; they exercise their membership rights through the individuals named by them in the application to the Executive Board or, where applicable, their successors. 3. If the Executive Board rejects the application for membership, no reason shall be communicated to the applicant. The applicant may resubmit their application no sooner than one year later. The Executive Board shall then make a final decision on admission. 4. The Executive Board may appoint individuals as honorary members who have rendered outstanding services to the Association and the realization of its objectives; they are exempt from paying membership dues. 5. Withdrawal from the Association is permitted at the end of the year. It must be declared in writing to a member of the Executive Board no later than November 30. 6. The Executive Board may expel a member for good cause. The President must inform the member of the alleged violations of the association’s well-understood interests at least one week before the Executive Board’s decision, giving the member the opportunity to respond to the allegations in writing or orally at the Executive Board meeting.

§ 4 Rights of Members

1. Members have all rights and obligations arising from these Bylaws and the purposes of the Association. They may participate in all events of the Association, as may their spouses. Children of members, as long as they are in vocational training, are also entitled to take advantage of the benefits available to members until they reach the age of 28. 2. Guests brought by members may participate in the association’s events.

§ 5 Membership Dues

Membership dues are determined by the General Assembly upon the recommendation of the Executive Board. They shall be set at a level that ensures the Association receives the funds necessary to fulfill its objectives. In doing so, the financial circumstances of the members shall be taken into account as far as possible.

§ 6 Organs of the Association

The organs of the association are a) the General Assembly (§ 7) b) the Executive Board (§ 8) c) the Advisory Board (§ 9)

§ 7 General Assembly

1. The regular General Assembly is convened once a year by the Executive Board, with the agenda announced and a notice period of two weeks observed. It decides on the affairs of the Association, insofar as these are not assigned to the Executive Board, and is responsible in particular for: - Accepting the Executive Board’s annual report, including the financial report for the past fiscal year (§ 8, paras. 5 and 6) - Accepting the Advisory Board’s statement on the Executive Board’s annual report (§ 9, para. 4), - Accepting the report of the cash auditors on the accuracy of the financial report and the association’s books, - Discharging the Executive Board, - Electing two cash auditors for the current fiscal year, - Election of the Executive Board or the Advisory Board, provided that the term of office of one of the two bodies is ending (§ 8, para. 3 and § 9, para. 2), - Setting of the membership fee (§ 5), - Matters which members have requested be included on the agenda by giving one week’s notice, or which the meeting decides to address. 2. The General Meeting is chaired by the Chair of the Advisory Board. It always has a quorum provided it has been duly convened. 3. Minutes of the resolutions of the General Meeting must be prepared and signed by the chairperson, the secretary, and a member of the Executive Committee. The minutes shall be sent to the members. 4. An extraordinary General Meeting shall be convened upon written request by at least one-third of the members of the Executive Committee or one-tenth of the members of the Association.

§ 8 The Executive Board

1. The Executive Board manages the affairs of the Association on a voluntary basis in accordance with the Bylaws and the resolutions of the General Assembly. 2. The Executive Board consists of the President, two Vice Presidents, the Treasurer, and four additional members. The Secretary General is a member of the Executive Board by virtue of his office. At least two members of the Executive Board should be foreign nationals. If necessary, the Executive Board may increase the number of its members. 3. The Executive Board is elected for a term of four years. Nominations shall only be accepted if the nominees have given their consent. The election is conducted in writing and by secret ballot; it may also be conducted by a show of hands upon resolution of the General Assembly. 4. The term of office of the Executive Board runs until the next regular General Assembly, at which the Executive Board is to be re-elected. If seats on the Executive Board become vacant during the fiscal year or if the number of members of the Executive Board is increased, the Executive Board shall fill the vacancies by co-opting new members until the end of its term of office; this must be confirmed by a resolution of the next General Meeting. 5. The Executive Board shall elect from among its members the President, the two Vice Presidents, and the Treasurer. Individual Executive Board members may be entrusted with special tasks, particularly in the preparation and execution of the Association’s events. The Executive Board shall convene as needed, subject to a one-week notice period, upon written invitation by the President or—in the event of his or her absence—by a Vice President, or at the request of three members of the Executive Board. Minutes of the Executive Board’s resolutions shall be prepared, signed by the chairperson and the secretary, and sent to all members of the Executive Board. 6. The President, or in his absence one of the Vice Presidents, represents the Association in and out of court as its legal representative. 7. The Treasurer is responsible for all of the Association’s cash management and accounting. Like the President and both Vice Presidents, he has sole signing authority. He manages the Association’s assets in accordance with the Bylaws, the resolutions of the General Assembly, and the instructions of the Executive Committee. He reports on the Association’s financial situation to the Executive Committee quarterly and to the Advisory Board upon request. He presents a financial report at the regular meetings of the Executive Board and the regular General Assemblies. Upon request, he grants members of the Executive Board access to the Association’s financial records at any time. 8. The Secretary General is appointed by the Executive Board. He coordinates activities and has power of attorney for the Association’s bank accounts. He is responsible for day-to-day correspondence and supervises the club secretariat. With the approval of the Executive Board, he may hire office staff and employ assistants within the limits of financial and legal possibilities. 9. The Secretary General receives a lump-sum expense allowance; other members of the Executive Board who perform special tasks may receive reimbursement of their expenses with the approval of the Treasurer. The Executive Board decides on the amount of the Secretary General’s expense allowance with the approval of the Advisory Board.

§ 9 The Advisory Board

1. The Executive Committee is advised and supported by an Advisory Board consisting of at least nine members, at least two of whom should be foreign nationals. The Advisory Board elects a Chairperson and two Vice-Chairpersons from among its members. 2. The Advisory Board is elected by the General Assembly for a term of four years; § 8, Section 3 applies accordingly to the election procedure. If a member resigns prematurely, the Advisory Board may elect a successor to serve until the end of the term of office. The co-election must be confirmed by the next General Assembly. 3. The Advisory Board shall convene for a regular meeting twice a year if possible, including at the request of the Executive Committee, upon written invitation by the Chair or, in the event of the Chair’s absence, by one of the Vice Chairs, with the agenda announced in advance. The invitation shall be sent at least three weeks prior to the meeting. The President of the Association and—depending on the agenda—the relevant members of the Executive Board shall be invited to the meeting. 4. The Advisory Board is responsible for: - receiving the President’s annual report, - receiving the Treasurer’s financial report, - commenting on the Executive Board’s annual report at the General Meeting, - approving the determination of expense allowances (§ 8, para. 9, sentence 2), - matters whose consideration has been requested in writing by a member of the Advisory Board with one week’s notice or which the Advisory Board decides by majority vote to address. 5. The Chair of the Advisory Board or—in the event of his or her absence—one of his or her deputies may convene an extraordinary meeting of the Advisory Board at any time, provided that at least three days’ notice is given. He is obligated to do so if one-third of the Advisory Board members or the Executive Committee requests the convening in writing, stating the reasons. 6. If the Advisory Board and the Executive Committee disagree on important matters, the matter shall be submitted to the General Assembly for a decision. In matters of day-to-day management, including personnel issues, the Executive Committee shall decide in such cases with the votes of the President and at least four other members of the Executive Committee.

§ 10 Committees

The Executive Committee may establish committees for specific subject areas or tasks. After deliberation and voting, these committees shall submit their proposals to the Executive Committee.

§ 11 Voting Rights

1. Every member of the association is entitled to vote at General Meetings and in committees. The representatives designated by associations of individuals, companies, and other legal entities pursuant to § 3(2), last sentence, each have one vote. 2. Except in the case of amendments to the Bylaws, resolutions are adopted by a simple majority of the voting members present. § 9, Section 6, Sentence 2 remains unaffected by this. 3. Absent members may be represented in voting by another member to whom they transfer their voting rights by written proxy. However, no member may represent more than three members in voting. 4. In the event of a tie, the chairperson of the respective meeting shall have the deciding vote in all association bodies.

§ 12 Amendment of the Bylaws

1. The bylaws may be amended by a three-quarters majority of the votes cast, provided that the agenda sent with the invitation includes this item. 2. Any amendment to the bylaws must be reported to the competent tax office; a change in the person entitled to receive the assets in the event of the association’s dissolution requires the approval of this authority.

§ 13 Dissolution

1. The dissolution of the association is decided in the same manner as an amendment to the bylaws; however, a resolution on the motion for dissolution—which may be submitted only by the Executive Board, the Advisory Board, or one-tenth of the members—requires the presence of at least one-third of the members entitled to vote. If the General Assembly is not quorate thereafter, a new General Assembly must be convened with at least one week’s notice, which shall be quorate regardless of the number of members present. 2. In the event of dissolution, two liquidators shall be appointed by the General Assembly. 3. Upon dissolution of the association, loss of its legal capacity, or cessation of its previous purpose, the association’s assets shall pass to the German Red Cross, which shall use them directly and exclusively for charitable purposes.

Bonn, May 11, 2016

Bonn, den 11. Mai 2016