Statutes for talentsbridge e.V.
10.03.2025

• the promotion of vocational training abroad and the exchange of know-how between skilled workers from abroad and Germany. To this end, the establishment and operation of training centers and the development of training campuses abroad are to be supported in particular. In order to achieve this goal, in addition to
  
  • i. content-related support for the approval and accreditation of institutions and vocational training programs,
  • ii. as well as supporting skilled workers and employers in the integration of foreign skilled workers into the labor market,
  • iii. the secondment of vocational and language teachers and trainers;
  • iv. also financial contributions to institutions that serve the purpose of the association
  • v. and participation in such organizations
    .

§3 Non-profit status
(1) The association is a non-profit organization; it does not primarily pursue its own economic purposes.
(2) The association’s funds may only be used for the purposes set out in the articles of association. Members shall not receive any benefits from the association’s funds.
(3) No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

§ Section 4 Membership
(1) Ordinary members are the founding members.
(2) Any legal entity or natural person who has reached the age of 18 and who wishes to belong to the association and promote its purpose can become a supporting and ordinary member.
(3) The Executive Board decides on the written or electronic application for ordinary membership at its own discretion. It does not have to justify its rejection of the application to the applicant. The applicant may appeal to the General Meeting against a rejection of the application for membership by the Executive Board. This shall make the final decision.
(4) The Board of Directors also decides on the written or electronic application for admission as a supporting member at its own discretion. It does not have to justify its rejection of the application to the applicant. The applicant may appeal to the General Meeting against a rejection of the application for membership by the Board of Directors. This shall make the final decision.
(5) The application for admission of minors requires the signatures of their legal representatives.
(6) At the proposal of the Executive Board, the General Meeting may appoint members or other persons who have rendered outstanding services to the Association as honorary members for life

§ Section 5 Termination of membership
(1) Membership ends through resignation, deletion from the membership list, exclusion, death or termination of the company.
(2) Resignation must be declared in writing to the Executive Board. It can only be declared with a notice period of six months to the end of a financial year.
(3) A member may be removed from the membership list by resolution of the Board of Directors if they are in arrears with the payment of the membership fee despite two written reminders. Removal from the membership list may only be decided if three months have elapsed since the second reminder was sent and the removal was threatened in this reminder. The member must be informed of the removal.
(4) A member may be expelled from the association by resolution of the Executive Board if he or she grossly violates the interests of the association. Expulsion may be considered in particular – due to a significant breach of statutory obligations or
– due to a serious breach of the interests of the association.
The Executive Board must give the member the opportunity to make a statement orally or in writing before the resolution is passed; the member must be given at least ten days’ written notice to do so. The decision on expulsion must be justified in writing and communicated to the member. The member may appeal against the decision to the
general meeting. The appeal must be made in writing to the Board of Directors within three weeks of the decision being sent. The General Meeting makes the final decision.

§ Section 6 Duties of members, communication
(1) By applying for membership, members acknowledge the content of the articles of association and other association regulations. Members are obliged to support the objectives and interests of the association and to comply with the resolutions and instructions of the association’s bodies.
(2) Members shall pay contributions in cash to the Association. The details – in particular the amount of the contributions and their due date – shall be regulated by resolution of the General Meeting. The general meeting is also entitled to issue a membership fee regulation for this purpose.
(3) Members are obliged to provide the Executive Board with a summonable postal address and an e-mail address and to inform the Executive Board immediately of any changes to their name and/or address details.
(4) Unless expressly stipulated otherwise in these Articles of Association, the Executive Board and members may submit all declarations and all other communication by email as well as in writing. Declarations and communication from members to the association and/or the Board of Directors by email can only be effectively sent to the email addresses of the Board of Directors stated on the association’s website.

§ 7 Bodies
The bodies of the association are:
(1) the General Meeting (§§ 8 and 9);
(2) the Executive Board (§§ 10 and 11).

§ Section 8 Convening and duties of the General Meeting
(1) The ordinary General Meeting shall be convened at least once a year. The place, date and agenda shall be determined by the Executive Board.
(2) General Meetings shall also be convened if the interests of the Association so require or if at least 1/4 of the members request a meeting in text form from the Executive Board, stating a reasoned agenda (Extraordinary General Meeting). The requested agenda is binding.
(3) The General Meeting shall be convened in writing or by email by the Executive Board with a notice period of two weeks. The period begins on the day the invitation is sent. A written invitation shall be sent to the address last communicated by the member in writing; an invitation by e-mail shall be sent in text form to the e-mail address last communicated by the member in text form.
(4) Any ordinary member may request in writing or by e-mail to the Board of Directors that additional matters be placed on the agenda no later than one week before the date of the General Meeting. Any resulting change to the agenda must be announced at the beginning of the General Meeting at the latest. Motions for the election or deselection of members of the Executive Board, amendments to the Articles of Association or the dissolution of the Association that have not already been announced in the timely invitation in accordance with sentence 1 are excluded from being added to the agenda and can only be dealt with at the next General Meeting.
(5) The tasks of the General Meeting include

• a. the election of the Board of Directors and its discharge;
• b. the amendment or revision of the Articles of Association and any contribution regulations;
• c. the resolution on the amount and due date of membership fees;
• d. passing resolutions on complaints against the exclusion of members of the Association;
• e. approving the budget and accepting the annual report and other reports of the Board of Directors;
• f. the election of the auditors;
• g. Decisions on the purchase, sale and encumbrance of real estate;
• h. the resolution on the dissolution of the Association;
• i. Resolution on the remuneration of the Management Board;
• j. all other tasks assigned to the General Meeting by law or elsewhere in the Articles of Association.

§ 9 Procedure of the general meeting and passing of resolutions
(1) Ordinary members of the association are entitled to attend the general meeting. Guests may be authorized to attend by resolution of the general meeting.
(2) The General Meeting shall be chaired by the Executive Board. If the Board of Directors is not present, the meeting shall elect a chairperson from among its members. At the beginning of the General Meeting, a secretary must be elected and any changes to the agenda must be announced by the chairperson.
(3) Every properly convened General Meeting shall constitute a quorum regardless of the number of ordinary members present and entitled to vote. All ordinary members present are entitled to vote and be elected. Each ordinary member has one vote. Voting rights are non-transferable and cannot be exercised by proxy.
(4) Unless otherwise stipulated by law or these Articles of Association, resolutions of the General Meeting shall be passed by a simple majority of the votes cast. Abstentions and invalid votes shall be regarded as votes not cast. Amendments to the articles of association and the dissolution of the 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
3/4 of the votes cast is required to amend the articles of association and to dissolve the association.
(5) Voting at the general meeting is carried out – with the exception of elections – by a show of hands by the members present.
(6) Elections are carried out by secret, written ballot, unless the general meeting decides to vote by a show of hands. The election of the Board of Directors must be by secret ballot. The candidates who receive a simple majority of the votes cast are elected. In the event of a tie, a run-off vote is held between the candidates with the same number of votes. In the event of a new tie, the older candidate is deemed elected.
(7) The resolutions and election results of the General Meeting shall be recorded in minutes and signed by the chairperson of the meeting and the secretary. The minutes must be retained.

§Section 10 Virtual General Meeting
(1) The General Meeting may also be held entirely as a virtual meeting. A combination of an in-person meeting and a virtual meeting is also permissible (hybrid meeting). In this case, the members exercise their rights by means of electronic communication (in particular by video or telephone conference). The Board of Directors must ensure that only members of the association can participate by restricting access accordingly; in order to hold the virtual/hybrid meeting, it is necessary for all members to be present at the same time using electronic means of communication. The Executive Board decides on the form of the General Meeting and informs the members of this in the invitation.
(2) If the General Meeting is held as a hybrid meeting, care must be taken to ensure that suitable technical devices enable members attending virtually to follow the General Meeting in the same way as members attending in person, to ask questions and propose motions and to participate in the votes. Further details shall be regulated by voting regulations to be determined by the Executive Board.

§Section 11 Executive Board
(1) The Executive Board within the meaning of Section 26 BGB consists of the Chairman and a Deputy Chairman. The Executive Board is exempt from the restrictions of § 181 BGB.
(2) The association is represented in and out of court by two members of the Executive Board.
(3) Only ordinary members of the Association are eligible for election to the Board of Directors.
(4) The Executive Board manages the business and represents the association in all matters in and out of court. In addition, it has the following tasks in particular:

• a. Preparation and convening of the General Meeting; drawing up the agenda;
• b. Implementation of the resolutions of the General Meeting;
• c. Keeping the books;
• d. Preparation of the budget, the annual financial statements and the annual report;
• e. Conclusion and termination of service and employment contracts;
• f. Exercising the right to issue instructions to employees;
• g. Deciding on the admission and exclusion of members.
• h. The Board of Directors may resolve amendments to the Articles of Association that have been requested by the register of associations or the tax authorities.

(5) The Board of Directors is elected by the General Meeting for a term of five years. Re-election is possible. The current Board of Directors shall remain in office after the expiry of its term of office until its successor is elected.
(6) The Executive Board shall be reimbursed for reasonable expenses incurred in the work of the Association. The Executive Board may also receive appropriate remuneration. The compensation for time spent requires the prior approval of the General Meeting in terms of reason and amount.
(7) The Management Board shall only be liable to the Association for intentional or grossly negligent conduct. If claims are made against the Management Board by third parties due to its activities on the Management Board, the association shall indemnify the Management Board against these claims, unless the Management Board acted with intent or gross negligence.

§ Section 12 Dissolution of the association and asset commitment
(1) A 3/4 majority of the ordinary members present at the general meeting is required for the resolution to dissolve the association. The resolution can only be passed after timely announcement in the invitation to the general meeting.
(2) If the association is dissolved or abolished or if tax-privileged purposes cease to exist, the assets of the association shall be transferred to the Freunde der Wirtschaftsjunioren Berlin e. V. or Global Goals für Berlin e. V., which must use them directly and exclusively for charitable, benevolent or ecclesiastical purposes.