The following translation is for informational purposes only. Only the German version is legally binding.
IOB – International Organization for Natural Swimming Waters (registered association)
§ 1
Name, Registered Office, Fiscal Year
(1) The association is named IOB – International Organization for Natural Swimming Waters.
(2) It shall be registered in the Register of Associations and shall then bear the suffix “e.V.” (registered association).
(3) The association has its registered office in Bremen.
(4) The association’s fiscal year is the calendar year.
(5) The association pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code.
§ 2
Purpose of the Association
(1) The purpose of the association is to promote sports, science and research, as well as public health through the promotion and dissemination of natural swimming waters with fully biological water purification.
(2) The association’s purpose is achieved in particular through:
a) Advising policymakers and administrators on the development of guidelines, statutes, and laws concerning bathing in natural bathing waters.
b) Organizing symposia, seminars, training courses, conferences, and other events.
c) Supporting and promoting diploma theses, doctoral dissertations, and other scientific publications related to natural bathing waters.
d) Conducting surveys and research projects.
e) Establishing or supporting an institute serving the association’s purposes.
f) Supporting member associations from individual countries through the exchange of experience regarding the planning, construction, and operation of natural bathing waters, as well as through the publication of information leaflets.
(3) The association is a non-profit organization; it does not primarily pursue its own economic interests.
(4) The association’s funds may only be used for the purposes stipulated in its statutes. Members do not receive any payments from the association’s funds. No person may be favored by expenditures that are unrelated to the purpose of the corporation or by disproportionately high compensation.
Section 3
Membership
(1) Only associations, organizations, and other legal entities that pursue the same or comparable objectives as the association in their articles of association or other legally binding statutes may become ordinary members of the association. Only one member may be admitted from each state (definition according to the UN).
(2) Associate members may be natural or legal persons. Associate members may only become members if no ordinary member from a given state already belongs to the association.
(3) Associate members of the association have the same rights and obligations as ordinary members, but do not have active or passive voting rights. They are excluded from voting.
(4) The board of directors decides on the admission of members upon written application. Should the board of directors reject an application for membership, the general meeting of members makes the final decision on the application.
(5) Membership ends upon resignation, expulsion, or, in the case of legal entities, upon their dissolution.
(6) A member may withdraw from the association by submitting a written declaration to the board. Withdrawal is only permitted at the end of a calendar year, subject to a three-month notice period.
(7) A member may be expelled from the association by a resolution of the board if they have grossly violated the association’s interests. The member must be given an opportunity to justify their actions before the resolution is passed. The general meeting decides on any appeal against the expulsion resolution, which must be submitted in writing to the board within two weeks of receipt of the expulsion resolution.
(8) The general meeting may elect as honorary members persons who have rendered outstanding service to the promotion of the association’s objectives.
Section 4 Membership Fees
Members are required to pay membership fees. The amount of the annual fee and its due date are determined by the general meeting.
Honorary members are exempt from the obligation to pay membership fees.
Section 5
Rights and Obligations of Members
(1) All members have the right to information, advice, and support in all matters pertaining to the association’s tasks as defined in the bylaws. The board of directors decides whether a matter falls within the association’s tasks as defined in the bylaws.
(2) Every member is obligated to:
a) support the association in fulfilling its tasks as defined in the bylaws;
b) comply with the provisions of the bylaws and provide the association with the necessary information.
Section 6
(1) The organs of the association are:
Organization
a) the board of directors
b) the general meeting.
(2) For specific areas of responsibility, the board of directors and the general meeting decide on the permanent or ad hoc establishment of special committees, to which expert persons who are not members may also be appointed.
The committees are responsible to the Executive Board.
§ 7 Executive Board
(1) The Executive Board within the meaning of § 26 of the German Civil Code (BGB), which must be elected from among the authorized representatives of the ordinary members, consists of:
a) the Chairperson
b) two Vice-Chairpersons
c) the Secretary
d) the Treasurer.
The association is legally represented both in and out of court by any two members of the Executive Board acting jointly.
e) up to four additional members, one from each of the four largest member associations in the IOB based on their membership numbers. These additional members are elected by their respective member associations and are not subject to election to the IOB Executive Board.
Should one or more of these four additional member candidates previously be elected by the IOB General Assembly to one of the other Executive Board positions listed under a) to d), the Executive Board will be reduced accordingly.
(1a) The number of board members per member association (according to paragraph 1, a to e) is limited to two persons.
(2) The board shall issue rules of procedure for its activities.
The board is responsible for managing the association to fulfill its statutory duties. It is responsible for all tasks of the association that have not been assigned the exclusive responsibility of the general meeting.
§ 8 Term of Office of the Board
The board is elected by the general meeting for a term of four years, in rotation at the biennial Swimming Pond Congress and the general meeting convened therein.
Voting is open. A secret ballot will be held upon the request of any member. The members of the board are to be elected in separate ballots.
If a member of the board resigns during their four-year term, the board elects a replacement from among the association’s members to serve the remainder of the resigning member’s term.
Section 9
Resolutions of the Board of Directors
(1) The Board of Directors generally passes its resolutions at board meetings, which are convened by the Chairman or one of his deputies in writing, by telephone, or by email, with all board members demonstrably notified.
In all cases, a notice period of 30 days must be observed. Notification of the agenda is not required. The Board of Directors has a quorum if at least five board members are present.
Resolutions are passed by a majority of the valid votes cast. In the event of a tie, the chair of the board meeting has the deciding vote.
The Chairman presides over board meetings; in his absence, a deputy chair presides. The resolutions of the Board of Directors must be recorded in minutes for evidentiary purposes and signed by the chair and the secretary.
(2) A board resolution may be passed in writing or by telephone, provided that all board members declare their agreement to the proposed resolution.
… Section 10
Office
The association maintains an office for conducting its day-to-day business. The appointment and dismissal of the managing director is carried out by the board of directors.
The board also decides, in particular, on the necessity of a managing director and the remuneration to be paid to them. The managing director is accountable only to the board of directors.
Section 11
General Meeting
(1) An ordinary general meeting is held annually as the annual general meeting. In years in which no swimming pond congress takes place, it should be held no later than five months after the end of the preceding fiscal year.
In years in which a swimming pond congress takes place, the ordinary general meeting and, every four years, the regularly scheduled elections should be held at the congress venue on that date.
Additional general meetings are held as needed by decision of the board of directors. They must be convened if the interests of the association so require or if 25% of the votes of all ordinary members request the convening of a general meeting in writing, stating the purpose and reasons, from the board of directors.
The general meeting may also be held as a telephone or video conference.
(2) The general meeting shall be convened by the board of directors by written notification, giving four weeks’ notice and stating the agenda. The notice period begins on the working day following the dispatch of the invitation.
The invitation shall be deemed to have been received by the member if it is sent to the address last provided by the member to the association in writing. The board of directors shall determine the agenda.
(3) The four members with the largest number of individual members must nominate the board member pursuant to Section 7(e) to the IOB board of directors for inclusion on the agenda two months prior to the regularly scheduled election.
n.
Each member may submit a written request to the board no later than one week before the meeting date to have items added to the agenda.
The chairperson shall supplement the agenda accordingly at the beginning of the members’ meeting. The members’ meeting shall decide on motions to amend the agenda that are submitted during the meeting. A three-quarters majority of the valid votes cast is required for the motion to pass.
Amendments to the bylaws, the dissolution of the association, and the election and removal of board members may only be decided upon if the motions have been announced to the members along with the agenda.
(4) Two representatives of each full member may attend the members’ meeting. Each full member has as many votes as described in Section 11, Paragraph 6. Associate members may attend but are excluded from voting.
The chairperson shall determine the method of voting. Voting must be conducted in writing if any member of the association present and entitled to vote so requests.
The general meeting is chaired by the president, or, if the president is unavailable, by a vice president or another member of the board. If no board member is present, the meeting elects a chairperson.
The minutes are kept by the secretary. If the secretary is not present, the chairperson appoints a minute-taker.
(5) Every duly convened general meeting constitutes a quorum, regardless of the number of members present.
The general meeting generally passes resolutions by a simple majority of the valid votes cast;
Abstentions are therefore disregarded. However, a three-quarters majority of the valid votes cast is required to amend the articles of association.
The proposed amendment to the articles of association must be announced in advance in the meeting’s agenda.
The dissolution of the association can only be resolved by a general meeting convened specifically for this purpose, with a three-quarters majority of all members. If fewer than three-quarters of all members are present, a second meeting must be convened within four weeks, which can resolve to dissolve the association with at least a three-quarters majority of the members present.
(6) Each full member of the association has one vote per member in the country they represent, allocated according to the number of members in that country: 1 to 25 members, two votes per member; up to 50 members, three votes per member; up to 100 members, four votes per member; up to 150 members, four votes per member; up to 200 members, five votes per member.
The maximum number of votes per member is five at the general meeting.
The delegation of votes by other members to vote on behalf of the association is not permitted.
When setting the annual membership fee, the number of votes for each member is weighted equally according to the number of members in their respective countries as of December 31st of the year preceding the general meeting.
The general meeting is exclusively responsible for the following matters:
a) Receiving and approving the annual report and financial statement for the past fiscal year; discharging the board of directors.
b) Setting the amount and due date of the annual membership fee, the joining fee, and any other assessments.
c) Approval of the budget prepared by the board
d) Election and removal of board members.
e) Resolutions on amendments to the bylaws and dissolution of the association.
f) Admission of members whose applications for membership were rejected by the board.
g) Decisions on appeals against expulsions from the association decided by the board.
h) Appointment of honorary members.
i) Discussion and resolution of other items on the agenda; recommendations may be made to the board in matters for which the general meeting is not exclusively responsible.
j) Election of the first and second auditors.
Section 12 Dissolution of the Association and Entitlement to Assets
(1) The dissolution of the association can only be resolved at a general meeting with the majority of votes stipulated in Section 11, Paragraph 3.
Unless the general meeting decides otherwise, the chairperson and the treasurer are jointly authorized liquidators.
The foregoing provisions shall apply mutatis mutandis in the event that the association is dissolved for any other reason or loses its legal capacity.
(2) Upon dissolution or winding up of the association, its assets shall be transferred to the State of Bremen, Senator for the Interior and Sport, who shall use them directly and exclusively for charitable purposes.
The foregoing statuteswere adopted at the founding meeting on September 28, 2009, and amended by the members’ meeting on October 1, 2014.
(Place/Date)
(Minimum 7 signatures)