§ Name, Seat, Financial Year
(1) The name of the association is „Arbeitsgemeinschaft Lateinamerika Verein zur Förderung des Tourismus nach Lateinamerika e.V.“.
(2) The association is registered in the record of associations in the lower district court of the city of Frankfurt (Amtsgericht Frankfurt) with the number VR 9032.
(3) The association ́s seat is Frankfurt am Main.
(4) Financial Year lasts from 1 st of January until 31 st of December.
§ 2 Purpose, Tasks
(1) The association ́s purpose is the promotion of tourism to the Latinamerican countries. All members shall support this end.
(2) Promotion shall be achieved through following actions:
a) On German part: to create best quality tourist offers through coordinated and concentrated cooperation,
b) to organize trainings and fanmiliarization tours and special events for employees of travel trade in purpose to improve their knowledge about Latinamerica,
c) to ask Latinamerican institutions and members of the travel trade industry, such as hotels, travel agents, tour operators, etc. to undertake themselves all necessary efforts and to participate in programs, which are promoting tourism.
§ 3 Membership
(1) Individual persons, companies or institutions who/which are interested in the promotion of tourism to the Latinamerican countries can apply for membership.
(2) To become a member a written application for membership has to be addressed to the Board of the association. The Board decides independently about the application. In case of refusal the Board is not obliged to inform about the reasons of the same. Membership starts with the receipt of the first membership fee on the account of the association.
(3) On application of a (future) member the status of an „Associated Membership“ can be awarded. An „Associated Membership“ releases from participation in the General Meeting and does not give the right to vote in the General Meeting. „Associated Members“ pay the reduced membership fee in accordance with § 4 (1).
§ 4 Membership fee
(1) The total fee is composed of the membership fee and the promotional fee. The amount of the membership fee and of the promotional fee is decided by the majority of all members during a general meeting. The amount of the membership fee is independent of the status of membership. The promotional fee for associated members amounts to 3/5 of the promotional fee for full members. It is payable within the first three calendar months of the financial year.
(2) The amount is to be used for the realisation of the association ́s ends.
§ 5 The Board of the association
(1) The Board of the association – corresponding to German law (§ 26 BGB) – consists of the chairman, his deputy, the treasurer and two more members of the association.
(2) The association is represented by two members of the Board, one of them has to be the chairman or his deputy.
§ 6 Competence of the Board
(1) The members of Board are competent for all concerns of the association, as far as they are not transferred to another organ of the association according to its statutes. The scope of duties of the Board are the following:
a) Organization of general meetings and setting of the agenda.
b) Execution of the decisions of the general meeting.
c) Preparation of the budget, accountancy, annual report
d) To order an independent person with the necessary professional license to control the annual accounts.
e) Resolution about the admission of new members.
(2) Matters of primary importance for the association should be discussed by the General Meeting first.
§ 7 Election and term of office of the Board
(1) The General meeting elects the members on Board for an official term of two years, from the date of election. The change takes place with the election of a new Board.
(2) Each member on Board has to be voted individually by closed ballot, as far as the meeting does not decide alternatively.
(3) Only members of the association can be voted on Board, or any person employed by or representing one of the members. With the end of membership in the association also the membership on Board is ending.
(4) In case of premature elimination of a Member on Board, the Board can name a successor.
§ 8 Meetings and Decisions of the Board
(1) The Board decides in meetings which are called by the chairman or – in case of absence – by his deputy. The agenda does not have to be announced in advance. The invitation shall be made one week before the meeting date.
(2) The Board constitutes a quorum, if at least three of its members are present. Decisions are made by the majority of the Members on Board. In the event of a tie, the chairman ́s vote or the vote of his deputy are casting.
(3) With the consent of all Members of Board decisions can also be made through written procedure.
§ 9 General Meeting
(1) In the General Meeting each member is entitled to one vote. Upon written consent one member can be entitled to vote for another in case of absence. This consent is valid during one meeting only. Members are entitled to vote at most for two other members.
(2) The General Meeting is responsible for:
a) Drawing the budget for the financial year.
b) Acceptance of the Board ́s annual report. Release the Members on Board.
c) To choose an auditor.
d) Any change of the membership fee or its maturity as well as the setting of distribution of cost.
e) To elect or relieve Members on board.
f) Decisions about changes of the statutes and liquidation of the association.
g) Decisions about the exclusion of members.
§ 10 Call General Meeting
1) A General Meeting shall take place at least once a year, if possible in the first four month. Four weeks in advance the Board has to send a written invitation to the members with information about the agenda. As first day of the term of one month before meeting date is considered the day after the postal stamp. The letter of invitation is considered as received by the member, if it has been sent to the latest address announced to the association.
(2) The agenda is set by the Board. Each member has the possibility to suggest additional subjects to be discussed. Deadline for the suggestion is two weeks before the meeting date. The leader of the general meeting announces additional suggestions at the beginning. If a member applies for addition during the meeting, all members decide about its acceptance.
§ 11 Extraordinary General Meetings
(1) Extraordinary meetings can be called by the Board, if it is in the interest of the association or if one fifth of the members apply for it in writing to the Board.
(2) Calling an extraordinary general meeting is according to the regulations of § 10.
§ 12 Decisions of the General Meeting
(1) The General Meeting is chaired by the chairman, in case of his absence by his deputy; in case of the latter ́s absence by the treasurer, then by the Member on Board eldest of age. In case of absence of all Members on Board, the General Meeting chooses the head of the meeting. During elections the leadership can be transferred (for the process of the election) to a member of the election-commitee upon agreement of the General Meeting.
(2) The way of voting is determined by the head of the meeting. Voting has to be carried out in writing, if one third of the present members, who are entitled to vote, apply for this or if it is stated by the statutes.
(3) There is a quorum, if at least half of the association ́s members are present. In case of non-existence of half of the members, the Board is obliged to call a second General Meeting with the same agenda within a period of one month. This second General Meeting constitutes a quorum, without consideration of the number of present members. This fact has to be indicated in the written invitation.
(4) The General meeting passes resolutions by simple majority, as far as the regulations of the statutes do not define anything alternative. Abstentions are considered to be invalid votes.
(5) Changes in the statutes ́ regulations or the liquidation of the association require a majority of three quarters of the given valid votes. A change of the association ́s purposes is only possible upon the agreement of all members. Absent members can send their agreement in form of a letter within three months to the Board.
(6) Winners of elections are those members, who received more than half of the casted valid votes. In the event of a tie a second ballot decides between the two candidates who received most of the votes. The candidate with the majority of votes wins the election. In the event of a tie also in the second ballot, lot decides about the election results.
(7) A record of the resolutions of the General Meeting has to be written and firmed by the secretary, who is chosen by the head of the meeting.
§ 13 End of Membership
(1) Membership ends with death, liquidation of the association, exclusion from the association or leaving the association.
(2) Leaving the association requires a written statement to the Board. Leaving is only possible at the end of a financial year and at two months notice, corresponding to § 10.
(3) Exclusion of a member is decided by the General Meeting. Exclusion is possible if payment of membership fee or distribution of cost has not been made despite two written reminders. Exclusion is only possible after a term of two months, first day of this period is the date of the second reminder ́s postage stamp. This second reminder has to contain the threat of a possible exclusion. The member has to be informed about the resolution of the General Meeting.
(4) Exclusion is also possible if a member offends the interests of the association knowingly. Before the decision about a possible exclusion the member has to get the opportunity of a verbal or written explanantion.
§ 14 Liquidation of the Association
(1) Liquidation can be decided by the General Meeting only and upon a majority of more than three quarters of the casted valid votes.
(2) If the General Meeting does not decide alternatively, the chairman and his deputy look after the liquidation of the assocation.
(3) After liquidation the remaining property is devided evenly to all members.
(4) The above stated conditions are effective in any possible case of dissolvation of the association, or if it looses its legal capacity.
Formulation according to the resolutions of April 16 th 1990