Articles of Association

  1. Name, Registered Office, Fiscal Year

    1.1 The name of the association is “Web3 User Group”. It is an association according to § 21 BGB (German Civil Code) and shall be registered in the register of associations; after registration the name shall be “Web3 User Group e.V.”.

    1.2 The Association shall have its registered office in Wiernsheim.

    1.3 The fiscal year of the Association shall be the calendar year. The first fiscal year is a short fiscal year.

    1.4 The association is founded for an indefinite period of time.
  1. Purpose
    2.1 The purpose of the association is the promotion of education, national and professional training of pupils, trainees, students and interested persons and the promotion of international spirit and tolerance (in the sense of international understanding). It pursues exclusively and directly non-profit purposes in the sense of the section “tax-privileged purposes” of the tax code.

    2.2 The purpose of the statutes is realized in particular by:

    (1) The establishment and maintenance of learning projects. Our intention is to promote cooperation beyond national borders.(2) The establishment of further projects beyond that, such as courses on the basics of programming, courses to improve the basic digital knowledge of people, especially those who are looking for a job or training position.
    (3) The financial support of people in need (e.g. from families with limited access to hardware and software, Internet).
  1. Selflessness

    3.1 The Association shall act selflessly; it shall not primarily pursue its own economic purposes.

    3.2 The Association is committed to consistent compliance with national and European legal regulations (e.g. antitrust law) and operates exclusively in accordance with these regulations. 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. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.
  1. Members

    4.1 All natural persons (children from the age of 8 and legal entities) who support its goals can become members of the Association.

    4.2 The association has the following members:
  • full members
  • youth members (up to the age of 18)
  • supporting members
  • honorary members
    Only full members have the right to vote and can be elected to association offices. Young members become full members when they reach the age of 18.

    4.3 The Board of Directors shall decide on the application for admission to the Association.

    4.4 Membership ends by resignation, exclusion or death.

    4.5 The resignation of a member is possible at any time without repayment of contributions or donations already made.

    4.6 If a member has grossly violated the goals and interests of the Association, he or she may be expelled by the Board with immediate effect.
    The member must be given the opportunity to comment before the decision is made. An appeal against the decision to exclude a member may be lodged within a period of 4 weeks after notification of the exclusion. The general meeting then decides on the effectiveness of the resolution.
  1. Membership Fees

    5.1 Members shall pay an annual subscription of 24 Euros payable in EUR or in one of the following cryptocurrencies:
  • Cardano (ADA)
  • Cosmos (ATOM)

    5.2 The conversion rate shall be the rate at the time of payment. The conversion rates on the website: are authoritative.

    5.3 A change of the contributions requires a resolution of the general meeting. A simple majority of the voting members of the association present at the general meeting is required to determine the amount and due date of contributions.

    5.4 The general meeting can adopt a contribution regulation, which regulates the type, scope and due date of the contribution payments.
  1. Bodies of the association

    The organs of the association are the board of directors and the general meeting.

  2. General Meeting
  • 7.1 The General Meeting shall be convened at least once a year.
  1. 7.2 An extraordinary general meeting shall be convened if the interests of the association require it or if the convening is requested in writing by 33% of the members of the association, stating the purpose and the reasons.
  2. 7.3 The General Meeting shall be convened in writing by the Executive Board, observing an invitation period of at least 2 weeks, with simultaneous announcement of the agenda. The period shall commence on the day following the dispatch of the invitation letter. The invitation letter shall be sent by e-mail and shall be deemed to have been received by the member if it is addressed to the last e-mail address provided in writing by the member of the Association.
  3. 7.4 The general meeting can be held as a face-to-face meeting or as a virtual general meeting (online procedure in a common communication space – e.g. Discord, Zoom). A combination of face-to-face meeting and virtual meeting is also possible. The necessary access data for participation in virtual meetings shall be communicated to the member at least 24 hours before the start of the event.
  4. 7.5 Resolutions may also be passed in writing. For this purpose, the draft resolution shall be submitted to all members by e-mail with a deadline of 2 weeks for voting. Votes that are not received by the association by the end of the deadline are considered abstentions.
  5. 7.6 The general meeting as the highest decision-making body of the association is basically responsible for all tasks, unless specific tasks have been assigned to another body of the association according to these statutes. In particular, the annual financial statements and the annual report must be submitted to the general meeting in writing for a resolution on the approval and discharge of the executive board.
  6. 7.7 The General Meeting shall appoint an independent auditor, who may not be a member of the Board or of a body appointed by the Board and who may not be an employee of the Association, to audit the accounts, including the annual financial statements, and to report on the results to the General Meeting.
  7. 7.8 The general meeting also decides on:
  • Strategy and tasks of the association
  • participations
  • taking out loans
  • contributions
  • all rules of procedure of the association
  • changes of the statutes
  • dissolution of the association

    7.9 Any General Meeting convened in accordance with the Articles of Association shall constitute a quorum if at least 25 percent of all members are present (on site or via teleconference platform).

    7.10 If there is no quorum for a convened general meeting, the board is entitled to convene a second meeting with the same agenda, which is quorate regardless of the number of members present. This must be pointed out in the corresponding invitation.

    7.11 The General Meeting shall pass its resolutions (with the exception of amendments to the Articles of Association and in the event of dissolution of the Association) by simple majority. In the event of a tie, a motion shall be deemed rejected.

    7.12 The general meeting may adopt rules of assembly and election (rules of procedure), which regulate the details of the organization and procedures of the assembly and election procedures.

    7.13 Each member has one vote. The right to vote can be transferred to another member by written power of attorney. The proxy is only valid if it has been submitted to the board before the beginning of the general meeting. However, no member may have more than three votes. The member’s own votes and the transferred votes may only be cast uniformly. The transfer of voting rights can only be granted for the respective general meeting as a whole.

    7.14 General meetings are not public. Non-members may be admitted upon application by resolution of the general meeting.
  1. Board of Directors

    8.1 The Board of the Association shall consist of at least three and at most seven members of the Association. How many persons form this body in the respective election period is determined in the course of the general meeting.
    The internal distribution of tasks is determined by the elected board. A precise distribution of offices and positions is not provided for at this point.

    8.2 The Association shall be jointly represented in and out of court by two members of the Executive Board. The members of the board can be paid an honorary allowance. The amount of the honorary flat rate shall be decided by the general meeting.

    8.3 The board is elected by the general meeting for a period of 2 years. Re-election of the board members is possible. The members of the board remain in office until a new board has been elected. The chairman is determined by the general meeting in a special ballot.

    8.4 The board is responsible for managing the current business of the association. In particular, it has the following tasks:
  • the convening and preparation of the general meetings including the drawing up of the agenda,
  • the execution of resolutions of the general meeting
  • the administration of the association’s assets and the preparation of the annual report
  • the admission of new members.
    The board can appoint a managing director (special representative according to § 30 BGB) for the business of the current administration. The latter shall be entitled to participate in the meetings of the Board in an advisory capacity.

    8.5 Board meetings shall be held several times a year, at least once per quarter. The invitation to board meetings shall be issued by the chairman in writing, observing an invitation period of at least 7 days.

    8.6 The Board shall pass its resolutions by simple majority. Board meetings shall constitute a quorum if at least 2 members are present.

    8.7 Resolutions of the Board of Directors may also be passed in writing by e-mail or online in case of urgency if all members of the Board of Directors declare their consent to this procedure in writing. Board resolutions passed in writing must also be recorded in writing and signed by the board.
  1. Amendments to the Articles of Association

    9.1 A three-quarters majority of the members of the Association present is required for a resolution on amendments to the Articles of Association.

    9.2 Amendments to the Articles of Association can only be voted on in the General Meeting if this agenda item has already been referred to in the invitation (within the statutory time limit) to the General Meeting and the previous and the proposed new text of the Articles of Association are attached to the invitation.
  2. Certification of Resolutions

    Resolutions adopted at general meetings and board meetings shall be recorded in writing and signed by the board.
  1. Data Protection

    11.1 In the context of membership administration, the following data will be collected from members (surname, first name, address, e-mail address, place and country of birth, date of birth, Discord user ID, mobile phone number, (name of the inviting member). These data are processed and stored within the scope of the membership.

    11.2 In addition, the association publishes the data of its members internally as well as externally only after appropriate resolutions of the general meeting and excludes the data of members who have objected to publication.

    11.3 Picture and video recordings are made at regular meetings and general meetings. Due to the nature of the association (e.g. cooperation in several time zones), members agree to the use of the picture and video material for internal and external communication.
  • 12 Dissolution of the Association and Commitment of Assets
  • 12.1 The resolution to dissolve the Association requires a three-quarters majority of the members present at the General Meeting, including a three-quarters majority of the Board. The resolution can only be passed after timely announcement in the invitation to the general meeting.
  • 12.2 In case of dissolution or abolition of the Association or in case of discontinuation of tax-privileged purposes, the assets of the Association shall go to:
  • SOS-Kinderdorf e.V.
  • Renatastr. 77, 80639 Munich, Germany
  • (registered, non-profit association)

Date of establishment of the statutes: May 5, 2022
Last updated June 30, 2022