Articles of Association (as of August 18, 2025)
§1 Name, Registered Office
The association bears the name vErde regenerativ and, upon entry in the Register of Associations, shall bear the suffix e.V.
Its registered office is in Kleinsendelbach.
It is to be entered in the Register of Associations at the Forchheim Local Court.
The fiscal year is the calendar year.
§2 Purpose of the Association
The purpose of the association is to promote the following charitable areas:
the promotion of nature conservation and landscape management in accordance with the Federal Nature Conservation Act and the nature conservation laws of the federal states, as well as environmental protection, including climate protection;
the promotion of education, public education, and vocational training, including student assistance.
The association’s purpose shall be realized in particular through:
Promotion of regenerative, particularly syntropic, agriculture and forestry in the context of climate protection
Development and implementation of regenerative agricultural and forestry practices, particularly syntropic agroforestry systems, including the planting of fruit, nut, and valuable timber trees.
Ongoing management and optimization of existing planting systems.
Conducting (experimental) research to identify effective methods and practices for regenerative agriculture, particularly for syntropic systems.
Establishing a model project for regenerative, particularly syntropic, agriculture to demonstrate and further develop these approaches.
Public relations and educational outreach.
Offering educational and training opportunities
Organizing and conducting informational and educational events.
Facilitating active participation in agriculture.
Promoting the personal and professional development of (especially young) people through practical experience and education, particularly in the fields of agriculture and sustainability.
The listed areas of purpose do not all have to be realized, nor to the same extent in each case.
§3 Nonprofit Status and Use of Funds
The association pursues exclusively and directly nonprofit purposes within the meaning of the section “Tax-Privileged Purposes” of the German Tax Code (§§ 51 ff AO) in its currently valid version.
The association acts altruistically; it does not primarily pursue its own economic interests.
The association’s funds may only be used for the purposes set forth in the bylaws. Members, as such, do not receive any payments from the association’s funds. Expense reimbursements may be paid within the framework of statutory provisions. No person may be favored by expenditures unrelated to the association’s purpose or by disproportionately high remuneration.
Expense reimbursements may be paid to members of the Executive Board and other association members, provided they are reasonable and proportionate. Such reimbursements shall be determined by a resolution of the General Meeting following the submission of a resolution by the Executive Board to that effect.
The association may also procure funds—provided they are used exclusively for the aforementioned purposes—for other projects, tax-exempt entities, or public-law entities, and transfer them to such entities, as well as participate in tax-exempt entities or become a member thereof. Conversely, it may also act on behalf of such entities, NGOs, foundations, etc., and carry out projects in accordance with the association’s purpose.
§4 Membership
The following may become members of the association:
Natural persons who wish to contribute to the association’s purpose on a long-term basis as regular members.
Natural persons, partnerships, and legal entities who wish to support the association’s purpose on a long-term basis as supporting members. They have the same rights and obligations as the other members, in particular the right to speak and submit motions at the general meeting, but no voting rights.
Membership is non-transferable and non-hereditary.
Admission of members is granted upon submission of a written application to the Board of Directors, which makes the final decision on admission. A rejection does not require justification to the applicant.
Membership ends upon
written notice of resignation to the Board of Directors (with immediate effect);
a resolution of the General Meeting;
the death or dissolution of a legal entity or a partnership;
a unanimous resolution of the entire Executive Board.
§5 Governing Bodies
The governing bodies of the Association are the General Meeting and the Executive Board.
Each governing body may adopt rules of procedure, which must be approved by the General Meeting.
§6 General Meeting
The duties of the General Meeting include, in particular:
Adopting resolutions on the items on the agenda;
Receiving and approving the Executive Board’s report;
Receiving the auditors’ report;
Approving the annual financial statements;
Granting discharge to the Executive Board;
Electing the Executive Board;
Recall of the Executive Board;
Election of the auditors;
Adoption of resolutions regarding amendments to the bylaws and the dissolution of the association.
The General Meeting shall convene at least once a year. The Executive Board may convene additional extraordinary General Meetings. It must do so if at least one-third of the voting members request it in writing.
The General Meeting must be convened by the Executive Board with at least 14 calendar days’ notice, stating the agenda items and providing notice of all pending motions. The notice may be sent either by regular mail or by email. The postmark or the transmission log of the date of dispatch shall be decisive.
Motions from members regarding the agenda must be submitted in writing to the convening Executive Board no later than one week before the meeting.
The General Meeting has a quorum, regardless of the number of members in attendance, provided it has been duly convened.
The General Meeting makes decisions by unanimous consent. If such a result cannot be achieved despite the best efforts of all parties involved, another General Meeting shall be held within 4 weeks, at which resolutions shall be passed by a three-quarters majority of the members present and represented. Elections shall be decided by a two-thirds majority of the votes of the members present and represented.
Minutes shall be kept of the General Meeting, which must be signed by the person taking the minutes and at least one board member present.
Members pursuant to § 4 (1) a. may grant proxies. Each proxy holder may represent up to two members.
General meetings may take place in person, virtually, or in a hybrid format.
Individual decisions may also be submitted to the members for a vote in writing. Voting may take place in writing or via digital applications.
§7 Executive Board
The Executive Board consists of at least three and at most five members. At least three of the Executive Board members must be members pursuant to § 4 (1) a.
The members of the Executive Board have equal rights. Any two Executive Board members jointly represent the association in and out of court.
The Executive Board manages the day-to-day affairs of the association. This includes, among other things:
financial management of the association;
conclusion of employment contracts;
Admission of association members;
Preparation and convening of the General Assembly;
Implementation of the resolutions of the General Assembly.
The Board of Directors passes its resolutions unanimously whenever possible. If such a result cannot be achieved despite the best efforts of all parties involved, a two-thirds majority is sufficient.
The Board of Directors has a quorum if at least two of its members are present.
Individual board members are elected by the general meeting for a term of two years. Re-election is permitted. Board members remain in office until a new election is held.
Board members may be removed from office at a general meeting by a three-quarters majority of the association members present and represented.
If a board member resigns during their term of office, a by-election for the remainder of the term shall be held at the next general meeting.
The Board is liable for damages arising from its actions on behalf of the association only in cases of intentional misconduct.
The Board performs its duties on a voluntary basis. The general meeting may resolve to provide compensation for the activities of board members, whereby the full board may, if necessary and taking into account the association’s financial circumstances and budgetary situation, resolve that association and executive board positions may be held for remuneration on the basis of an employment contract or a service contract in the form of an agency agreement, or in exchange for payment of a lump-sum expense allowance pursuant to § 3 No. 26a of the German Income Tax Act (EStG), as well as to amend and terminate such contracts. Board members may receive fees for organizing events (seminars, workshops, conferences, etc.) of the association or for participating in such events, or may be employed for these activities. The remuneration must be reasonable and shall not include compensation for board duties (e.g., representational duties). The Board may enter into contracts with itself in this regard.
§8 Auditors
The team of auditors consists of at least two association members who are responsible for reviewing the financial management of the association. These must be members in accordance with § 4 (1) sentence a. They are elected by the General Assembly for a term of 2 years. Re-election is permitted.
The auditors shall prepare a report within one month of completing the audit and submit it to the Board of Directors no later than two weeks before the General Meeting. The auditors shall report and explain their findings to the General Meeting before the General Meeting decides on the discharge of the Executive Board.
If an auditor resigns during their term of office, a by-election for the remainder of the term shall be held at the next General Meeting.
§9 Membership Dues
Each member is required to pay membership dues. The fee for the following year must be paid by December 31 of the current fiscal year; otherwise, membership shall expire.
The amount of the membership fees shall be determined by the General Assembly in a fee schedule.
§10 Fee Schedule
The association may establish a fee schedule for membership fees. This must be approved by the General Assembly.
§11 Liability
Volunteers and officers or officials whose annual compensation does not exceed the volunteer tax exemption limit pursuant to § 3 No. 26a of the German Income Tax Act (EStG) are liable to members and to the association for damages caused in the performance of their volunteer activities only in cases of intent or gross negligence.
The association is not liable to members in internal matters for damages caused by slight negligence that members suffer while performing horticultural/agricultural activities, while using the association’s facilities or equipment, or during association events, to the extent that such damages are not covered by the association’s insurance.
§12 Dissolution of the Association and Disposition of Association Assets
The dissolution of the Association may only be decided by a general meeting specifically convened for this purpose with a two-thirds majority of all votes cast.
In the event of the dissolution or termination of the association, or if its tax-exempt purposes cease to exist, the association’s assets shall be transferred to a legal entity under public law or another tax-exempt organization, which must use them directly and exclusively for charitable purposes to promote education in the fields of permaculture, environmental protection, and climate protection.
Decisions regarding the future use of the assets may only be implemented after approval by the competent tax office.
§13 Founding/Amendments
The association was founded on January 30, 2025.
The bylaws were amended on August 18, 2025, in response to comments from the tax office.