Constitution

of the

INTERNATIONAL FEDERATION OF HARD OF HEARING PEOPLE

(IFHOH)

e.V. (2010)

§ 1 NAME, SEAT, FISCAL YEAR

The association’s name is “International Federation of Hard of Hearing People” (“IFHOH”). IFHOH shall be registered in the register of associations. With the entry of the association into the register, the association shall be designated by adding the addendum e.V. (“eingetragener Verein” = registered association).
The association has its seat in Hamburg, Germany.
The fiscal year / accounting year is the calendar year.
IFHOH’s working language is English.

§ 2 OBJECTIVES OF THE ASSOCIATION

IFHOH, with its seat in Hamburg, exclusively and directly pursues non-profit objectives in accordance with “tax-privileged purposes” as defined by the German Revenue Code (AO) (AO = “Abgabenordnung“)
The association’s purpose is to facilitate aid for persons with disabilities as set out in Section 52 no. 10 AO. (German Revenue Code).
The constitution’s purpose is in particular implemented by
1. promoting research in the area of hearing loss, hearing disability, and hearing-related handicaps, as well as encouraging hard of hearing people to personally participate in such research or to support it, financially or otherwise. In this respect, the notion “hard of hearing” shall refer to people who have hearing loss and whose usual means of communication is verbal, but who tend to make use of lip-reading, a hearing aid or other assistive devices facilitating oral communication. The term “hard of hearing” comprises all persons affected by various conditions resulting in hearing loss, such as Menière’s disease, Tinnitus, and others, or those whose hearing loss has occurred at any age, such as persons who are late deafened, and those utilizing various kinds of technical hearing devices such as cochlear implants.
2. finding solutions to the communication, education, employment and other specific problems facing hard of hearing people in everyday life.
3. promoting campaigns to inform and educate the public about the special problems hard of hearing people encounter in everyday life, as well as by participating in the work of international organizations and bodies. The problems of hard of hearing people shall be placed in the general public’s eye. To further its objectives, the association shall seek and promote contact and cooperation with citizens, important corporate bodies, national governments, and international organizations, in all matters of concern and for the benefit of hard of hearing people, especially concerning activities related to the prevention and management of hearing loss and the preservation of hearing. Better understanding and a positive attitude towards hard of hearing people by the broader public shall be promoted, as well as a positive attitude of hard of hearing people in relation to themselves and their role in society.
4. combating noise and promoting hearing accessibility for hard of hearing people, in particular with regard to technical aids, noise control, communication systems, architectural design, and other services and facilities.
5. Promoting research for the development of technical devices for noise control, communication systems, and for other aids.
The association is a not-for-profit, benevolent and charitable organization. It will not pursue monetary profit for its own benefit.
The association’s resources may only be used for the purposes laid down in this Constitution. Members will not be entitled to receive funds, shares, or other benefits deriving from resources of the association.
IFHOH realizes its tax-privileged purposes abroad by only utilizing extra help (“Hilfspersonen”) as defined in Section 57 AO.
No person shall benefit from expenses not related to the association’s purposes or by receiving disproportionately high remunerations.
On dissolution of the association or in case the tax-privileged purposes are rescinded, the association’s assets will pass to the “Internationaler Verband für Schwerhörigenseelsorge e.V.” (= International Federation of Pastoral Counseling of Hard of Hearing People, Inc.), which is obliged to deploy the assets directly and exclusively for charitable or benevolent purposes to benefit hard of hearing people.
The association’s office holders shall act on a voluntary basis. Any resolution to change the Constitution must be submitted to the responsible tax authority before it is registered at the court’s register (“Registergericht”).

§ 3 MEMBERSHIP, APPLICATION FOR MEMBERSHIP, ADMISSION OF MEMBERS

Partnerships or legal persons are eligible for full membership or associate membership. Natural persons can acquire associate membership.
1. General Members are expected to be national associations of and for hard of hearing people committed to voluntary and charitable activities for and with these people, which are not members of an umbrella association already affiliated with IFHOH, and which are not-for-profit organizations. A national association shall be defined as an association having a substantial number of hard of hearing members as defined in § 2 no. 3, offering substantial services and assistance to hard of hearing people. It lies within the discretion of the Board to define “substantial number” in this context. Further, such an association shall be based on the law of associations and possess articles of association not conflicting with IFHOH’s constitution, disclosing the national scope of its membership, communicating in at least one of its country’s national languages, and whose country has been recognized as a state in the sense of public international law by the United Nations. The “International Federation of Young Hard of Hearing People” (IFHOHYP) shall be recognized as a General Member.
2. Associate membership can be acquired by:
  1. aa) regional, national or other associations of and for hard of hearing people which pursue the same purposes as the associations who are general members, but which are not affiliated with a national umbrella association already affiliated with IFHOH.
  2. bb) individuals interested in the activities of IFHOH, if there is no hard of hearing association in their particular home country, or if such an organization is not a general member of FHOH.
  3. cc) natural persons or legal persons or entities furthering IFHOH’s aims, and which have become sponsors by written declaration submitted to the Board, obligating themselves to make a contribution (“Förderbeitrag”), the amount of which can be specified individually, but must amount to at least € 100.-- per year (“Fördermitgliedschaft”).
  4. dd) natural persons as contact persons in the status of associate members who shall report on the situation of hard of hearing people in their country once a year. The Board of IFHOH is entitled to appoint contact persons as correspondents in such countries in which the political or economic situation prevents the free exchange of money.
Applications for membership have to be made in writing (preferably by using the official application form of IFHOH), and must provide a copy of the future member’s articles of association in English. The admission of members will be decided by the Board. The applicant will be informed of the decision concerning his admission by written confirmation. The confirmation does not have to state reasons for the decision. Membership is effective starting from the Board’s decision on the admission of the member. If there is a Region according to § 4, the Region shall reach a preliminary decision on the application, and submit a letter of recommendation to the Board of IFHOH accordingly. The association may confirm the applicant’s membership, but is unrestricted in its decision-making.
By submitting an application the applicant agrees to accept the terms of the IFHOH Constitution. The applicant has no right or claim to being admitted as a member.
In the event of an applicant’s refusal by the Board, the applicant is entitled to file an appeal against the decision at the General Meeting. The General Meeting shall then decide by final vote on the applicant’s admission.

§ 4 REGIONS

A group of General and Associate Members may form an IFHOH Region as follows:

An IFHOH Region may be established, provided three General Members with seats in three different countries, submit the respective application to the Board. The application must state the General Member’s willingness to support the Region financially.
The General Meeting shall decide on a Region’s establishment by vote and approve of it in accordance with the Constitution.
Each Region is entitled to devise its own articles of association and internal rules of procedure, as well as guidelines for its operation, which then have to be approved by the IFHOH Board. Such articles of association or guidelines may not be in conflict with the IFHOH Constitution and IFHOH’s method of operation.
A Region’s president shall be a representative of a General Member.

§ 5 TERMINATION OF MEMBERSHIP

Membership may be terminated by a personal, voluntary resignation submitted to the Board, by death of an associate member, or by the termination, dissolution, or insolvency of a legal person or partnership (including an organization’s termination), by cancellation from the membership list, or by exclusion of the member.
A member’s voluntary resignation from the association has to be submitted to the Board in writing and must observe a six-month period of notice effective at the end of the calendar year. The time period is deemed to be observed when the declaration of resignation is received on time by the General Secretary by registered mail.
A member may be stricken from the membership list by vote of the complete Board, if said member is in delay with the yearly fee for longer than three months, despite having been given written notice. The notice shall point to the pending cancellation of membership. The notice is deemed valid, even if it should be returned as undeliverable. The respective member need not be notified of the Board’s decision to cancel his / her membership.
A member may be excluded for cause (“wichtiger Grund”) by a majority vote of the General Meeting or by resolution of the Board. Before a vote is taken, said member shall be granted the opportunity to make representations within an appropriate time period. The resolution to exclude stating the reason for the exclusion shall be served upon the respective member by registered mail. The respective member has the right to appeal the decision at the next General Meeting. The appeal has to be submitted to the Board of the association within three weeks, starting from the delivery of the decision. The General Meeting makes the final decision by simple majority vote of the members present. The excluded member has no right to request a court decision on the validity of an exclusion before the General Meeting’s decision. During the exclusion procedure, the respective membership is on hold.

§ 6 MEMBER’S RIGHTS AND OBLIGATIONS

General Members and Associate Members are entitled to send observers to the General Meeting of IFHOH.
General Members are entitled to send delegates to the General Meeting of IFHOH as follows:
fewer than 1,000 members - 1 delegate (GM1)
1,000 to 4,999 members - 2 delegates (GM2)
5,000 to 9,999 members - 3 delegates (GM3)
10,000 to 14,999 members - 4 delegates (GM4)
more than 15,000 members - 5 delegates (GM5)
The “International Federation of Young Hard of Hearing People” (IFHOHYP) shall have the status of a General Member with one delegate (GM1).
All members shall have the same voting rights per delegate according to the scale in § 6 no.2.
All members are entitled to receive at least one copy of each officially released publication by IFHOH. This does not refer to reports of the General Meeting nor to other books which may occasionally be published at a cost.
All members are expected to support the objectives of IFHOH and to pay the annual membership fee, the amount of which will be decided each year by the General Meeting. This does not apply to all members mentioned in § 3 no.1 b)
cc) who make a contribution (“Fördermitglieder”), and to contact persons designated in dd) thereof. These members need not pay the annual membership fee. The membership fee is to be paid in advance, and shall in its full amount be due and payable at the end of the month of a member’s admission. There is no separate admission fee. Once established, membership fees are due for payment on January 1st for the commencing calendar year.

§ 7 GOVERNING BODIES OF THE ASSOCIATION

The governing bodies of IFHOH are

The General Meeting (§ 8)
The Board (§ 9)

§ 8 GENERAL MEETING

The General Meeting shall be convened at least once every two years in an even-numbered year.
The General Meeting consists of the delegates of the General Members and shall be convened at a venue designated by the previous General Meeting. The General Meeting will be chaired by the President.
The General Secretary shall request a General Meeting in writing, observing a three-month period of notice. The stipulated period begins with the invitation’s mailing (“Absendung”) to the last known address of the invitees. The invitation to the General Meeting must designate the agenda of the General Meeting, and must state the objectives of its motions as specific items on the agenda (“Tagesordnungspunkte”). Each member is entitled to request in writing that the General Secretary add further items to the agenda, up to two months prior to the day on which the General Meeting takes place. The President as chairman shall then amend the agenda at the beginning of the meeting accordingly. Motions concerning the amendment of the agenda (including points of order) initially submitted in the General Meeting shall be decided on by the General Meeting.
The Board may invite additional people whose presence is of benefit to the meeting.
Following an invitation in accordance with the rules, the General Meeting may pass resolutions if at least one third of all General Members is present in the meeting. If this quorum is not present, the Board is obligated to convene a new General Meeting with an identical agenda, again observing a two-month period of notice. This new General Meeting shall then automatically be deemed to have a quorum, regardless of the actual number of members present. The invitation has to state this fact. All motions passed by the General Meeting shall be recorded in the minutes, which have to be signed by the President and the General Secretary.
The Board shall submit a two-year report; the General Meeting shall decide upon the Board’s discharge.
Motions shall be carried by majority vote. A resolution is valid if it has been accepted by simple majority of the members present. In the event of a tie, the motion shall be considered to have been rejected. Abstentions shall not be counted. Any motion to amend the Constitution or to dissolve the association requires a two-thirds majority of the votes cast; any resolution to change the association’s objectives requires a majority of three quarters of the votes cast. In any election, the person shall be considered elected who receives the most votes (relative majority). If there is a tie, a run-off election shall take place between those candidates with the most votes. The person who collects the most votes in the run-off election shall be regarded as elected.
The General Meeting primarily has the following obligations:
1. to elect or recall the Board;
2. to discharge the Board;
3. to determine membership fees;
4. to decide on amendments to the Constitution;
5. to decide on motions of the Board and of members;
6. to resolve appeals of rejected applicants for membership;
7. to designate an auditor;
8. to approve all reports;
9. to prepare the program of IFHOH;
10. to establish the venue of the next General Meeting and the next congress;
11. to authorize the formation of a Region;
12. to approve the formation of a commission;
13. to decide on the dissolution of the association.
In the event the General Secretary is requested in writing to convene an extraordinary General Meeting by at least one quarter of the General Members, a three-month period of notice for the invitation must be observed. The Board is entitled to convene an extraordinary General Meeting if it is deemed to be in the association’s interest.

§ 9 THE BOARD

The IFHOH board shall consist of the following persons:
1. the President (First Chairman)
2. the Vice President (Second Chairman)
3. the General Secretary (Secretary)
4. the Treasurer
5. the President of each constituted IFHOH Region. Each member of the Board shall be domiciled in a different country, and if possible, on a different continent.
The Board is responsible for all matters of IFHOH which have not been assigned to another governing body by the Constitution. The Board’s tasks are:
1. to prepare the General Meeting and to set up the agenda;
2. to convene the General Meetings;
3. to execute the resolutions of the General Meetings;
4. to draw up the annual budget of the association for each financial year; to keep proper accounts of the association and to submit an annual report;
5. to carry out the business of IFHOH between the General Meetings;
6. to decide on the acceptance or refusal of members, or their exclusion.
The President (First Chairman) and the General Secretary together have the power of representation in accordance with § 26 BGB / German Civil Code (“vertretungsbefugter Vorstand i.S.d. § 26 des Bürgerlichen Gesetzbuches”). Together they shall represent IFHOH in or out of court.
The President (First Chairman), the Vice President (Second Chairman), the General Secretary and the Treasurer are elected by majority vote for the duration of two years and may be re-elected.
Membership on the Board ends upon withdrawal from the association. In case a member of the Board withdraws during his / her term of office, including through resignation, the complete Board shall elect a substitute member to the Board to complete the term of office.
The General Secretary shall carry out the association’s day-to-day business.
The Board may appoint volunteers or ad hoc commissions to facilitate its work. However, it is not entitled to transfer the core competence of the association’s work (“Kernbereich der Vereinsarbeit”) to commissions. Permanent commissions shall only be established subject to the General Meeting’s approval. The Board shall designate their competence by passing guidelines to determine the work of any created commission or position. A commission’s term of office shall last a minimum of two years.
The board is entitled to pass resolutions if more than half of its members, including the President or the Vice President, are present. The Board shall decide by simple majority (“Vorstandsbeschlüsse”). In case of a tie, a motion shall be regarded as rejected. Abstentions shall not be counted. Motions passed by the board must be recorded in minutes and signed by the President and another member of the Board. A vote may be taken by circular letter if all members of the Board have given prior consent to this procedure.
The Board may draw up guidelines to direct its work and may set up procedural rules.
Board Meetings shall be held at least once a year, and are to be convened by the President. The Board may invite persons whose presence is of relevance to the meeting. IFHOH Board Meetings shall be chaired by the President (First Chairman), or, in case of his / her absence, by the Vice President (Second Chairman), or another person from the Board to be designated by the President (First Chairman).
Different Board offices cannot be united in one person.

§ 10 DISSOLUTION OF ASSOCIATION

The association’s dissolution shall only be determined in a General Meeting with the majority set forth in § 8 no. 7. The dissolution becomes effective if a vote has been taken and a decision reached in a General Meeting held in accordance with the rules, and that decision has been recorded in the minutes of that meeting. The liquidation shall be effected by the President and the General Secretary as joint representative liquidators. Concerning the association’s assets, § 2 no. 8 shall apply.

§ 11 APPLICABLE LAW, JURISDICTION, FINAL PROVISIONS

All disputes between IFHOH and its members are subject to German law.
The courts in Hamburg at the association’s seat shall have exclusive jurisdiction for all claims between IFHOH and its members and third parties, as far as legally possible. In the event a member should be a natural person governed by private law or a legal entity under public law which has its seat or main residence abroad, or whose domicile or main residence is not known at the time of filing a lawsuit, the association’s seat shall be agreed to as place of jurisdiction.
Should any provision of this Constitution or any amendments be held to be invalid, the validity of other parts of the Constitution or amendments shall not be affected thereby.

(English translation revised, and based on the legally binding German text, by Elfi

Weber Karg and Siegfried Karg)

February 12, 2012

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