after amendment on 22/11/2023

(1) The association bears the name "Bischöfliches Hilfswerk Misereor e. V." and is registered in the Register of Associations of the Local Court of Aachen.

(2) The registered office of the organisation is Aachen.

(3) The organisation shall maintain an office, which may also be located at a place other than the registered office.

(4) The financial year is the calendar year.

(5) The basic regulations of the church service within the framework of ecclesiastical employment relationships shall apply in their currently valid version.

(6) The regulations for dealing with the sexual abuse of minors and vulnerable adults by clergy and other employees in the service of the Church shall apply in their respective valid version published in the official gazette of the Diocese of Aachen.

(1) The association pursues exclusively and directly charitable, benevolent and ecclesiastical purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
(2) The purpose of the association is in particular the promotion of development cooperation (§ 52 para. 2 no. 15 AO) and welfare (§ 52 Para. 2 No. 9 AO)
in the service of the episcopal organisation Misereor and its campaign "Misereor - against hunger and disease in the world", a central institution of the Catholic Church in the Federal Republic of Germany for development cooperation and welfare.

The organisation's main aim is to help alleviate the hardship and misery that is mainly seen in countries in Asia, Africa and Latin America in the form of hunger, disease, poverty and other forms of human suffering, thereby helping the people affected to live in dignity and promoting justice, freedom, reconciliation and peace in the world.

The aid should help people to help themselves and enable a lasting improvement in living conditions. In principle, it should benefit all people who are in need and whom the work can reach, regardless of race, gender, religion or nation.

(3) The organisation also serves to promote other charitable, benevolent and ecclesiastical purposes, including the promotion of education, public and vocational training, nature conservation and environmental protection, including climate protection, coastal protection and flood protection, public health and public health care, in particular the prevention and control of communicable diseases and animal diseases, youth and old people's welfare, international awareness, tolerance in all areas of culture and international understanding, aid for refugees and politically, racially and religiously persecuted and displaced persons, support for people in need and the promotion of the Catholic Church, especially in its religious endeavours to renew the fasting movement as an expression of solidarity and charity (§§ 52 Para. 2 No. 3, 4, 7, 8, 10 and 13 AO).

(4) The statutory purposes are realised in particular

1. by soliciting and collecting donations and by accepting and utilising other donations for the aforementioned purposes,

2. by supporting and implementing projects and other aid measures to combat hunger, disease, poverty and other forms of human suffering, especially in Asia, Africa and Latin America, or by passing on funds to non-profit organisations for the joint support of measures in accordance with these Articles of Association.

3. through counselling, promotion, coordination and cooperation in the field of development work at home and abroad,#

4. through public relations and educational work, research, exchange of experience and other appropriate measures.

5. through planned cooperation with subsidiaries of Misereor and one or more tax-privileged organisations within the meaning of Section 57 (3) of the German Tax Code (AO) such as the Catholic Central Agency for Development Aid (Katholische Zentralstelle für Entwicklungshilfe e. V.), Episcopal Action Adveniat e. V., Caritas International - Deutscher Caritasverband e. V., Kindermissionswerk "Die Sternsinger" e. V., missio - Internationales Katholisches Missionswerk e. V., missio - Internationales Katholisches Missionswerk Ludwig Missionsverein KdöR, Renovabis e. V., Brot für die Welt - Evangelisches Werk für Diakonie und Entwicklung e. V. and BEGECA Beratung - Beschaffung - Logistik gemeinnützige GmbH. Other cooperation partners may be named by the Executive Board in a separate list. The planned cooperation can take place in particular in the area of promoting projects, public relations and educational work, organising events and performing administrative and statutory tasks. Details for the joint direct pursuit of statutory purposes can be regulated by the planned cooperation in cooperation agreements,
funding guidelines, statutes, articles of association, etc.

(5) The statutory purposes shall be realised on the basis of and in conjunction with the statutes of the Episcopal Agency Misereor issued by the German Bishops' Conference; the currently valid version of these statutes is attached as an annex.

(1) The association is a non-profit organisation; it does not primarily pursue its own economic purposes.

(2) 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.

(3) No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.

(4) Members of the Association shall not receive any reimbursement of services rendered or any entitlement to shares in the Association's assets upon their resignation or upon the dissolution or cancellation of the Association.

(1) Within the scope of its purpose, the Association is primarily dedicated to the following tasks:

a) It is the legal entity for the episcopal organisation Misereor and for its office - without prejudice to the responsibilities of other bodies of the Catholic Church in the Federal Republic of Germany. It handles all legal matters for the organisation.

b) It is the asset holder for the organisation and administers the donations and grants received by the organisation, in particular the funds from the Misereor Lenten Campaign.

c) It carries out the legal transactions necessary for the utilisation of the funds, in particular in accordance with the instructions of the offices of the German Bishops' Conference responsible for the allocation of funds and the donors. It shall monitor the proper use of the funds.

(2) The co-operation between the Association and the offices of the German Bishops' Conference responsible for the work is regulated in a framework agreement.

(1) Only natural persons may become members of the Association. Each German diocesan bishop has the right to nominate a member who is bound by his internal instructions. The appointment shall be for a period of 5 years. Re-nomination is possible. Membership shall commence upon the written nomination of the member by the diocesan bishop to the board of the Association and upon the declaration of consent of the nominated member to the board of the Association.

(2) The respective chairman of the commission of the German Bishops' Conference responsible for Misereor has the right to propose further members. The General Assembly shall decide on their admission.

(3) The number of members may not exceed thirty.

(4) Membership shall end

a) by expiry of time;

b) by death;

c) by written notice of resignation by the member, which shall take effect on the date of receipt of the written notice of resignation by the Executive Board;

d) by dismissal of the member by the competent diocesan bishop in the case of paragraph 1 or the chairman of the Episcopal Commission in the case of paragraph 2;

e) by exclusion of the member.

(5) Grounds for exclusion:

a) If a member has left the Roman Catholic Church or leads a way of life that does not conform to the principles of the Catholic religion;

b) if a member has committed a dishonourable act;

c) if a member acts contrary to the interests of the Association and the Episcopal Organisation Misereor.

Expulsion shall take effect upon written notification to the member concerned. The competent diocesan bishop must be informed of the expulsion.

(6) Members shall not be required to pay contributions.

The bodies of the association are

1. the Executive Board,

2. the Board of Directors,

3. the General Meeting.

(1) The Executive Board manages the business of the Association in accordance with the Articles of Association and the rules of procedure.

(2) The Association is represented jointly by two members of the Executive Board in and out of court in accordance with § 26 BGB.

(1) The Executive Board consists of the Chairman and two other members. Board members need not be members of the organisation. The Chairman is the Chief Executive Officer of the Episcopal Organisation Misereor; the two other members of the Board are the Managing Directors of the Episcopal Organisation Misereor.

(2) The Chief Executive Officer is appointed and dismissed by the German Bishops' Conference. The managing directors are appointed and dismissed by the Episcopal Commission responsible for Misereor on the recommendation of the Chief Executive Officer. The Board of Directors may make proposals in this regard.

(3) The members of the Board of Directors work full-time and receive remuneration.

(1) Board meetings are held as required. No notice period is required unless requested by a member of the Board of Directors. In this case, the shortest notice period is three days.

(2) Meetings shall be chaired by the Chief Executive Officer or, if he is unable to attend, by one of the two Managing Directors.

(3) The Board of Directors is quorate if at least two members are present. Resolutions are passed by a simple majority of the members present. In the event of a tied vote, the chair of the meeting shall have the casting vote. Resolutions passed against the vote of the Chief Executive Officer are invalid.

(1) The Executive Board shall inform the Board of Directors of all matters of material importance.

(2) The members of the Executive Board are obliged to provide the Administrative Board with all requested information and to allow it to inspect all documents in order to give the Administrative Board the opportunity to carry out checks.

(3) The Executive Board shall obtain the approval of the Administrative Board for the legal transactions and declarations of intent mentioned in § 12 para. 2 letter a) that require approval and, in the event of budget overruns (§ 12 para. 2 letter a/number 2), shall make corresponding cover proposals.

(1) The Board of Directors consists of five members, who may not be members of the Executive Board at the same time.

(2) The General Meeting elects the Chairman, the Deputy Chairman and the three other members by a simple majority of the votes present for a term of five years. Re-election is permitted.

(1) The Administrative Board advises and monitors the Executive Board.

(2) The Administrative Board has the following tasks in particular:

a) Internally, its prior approval is required for the following legal acts and transactions:

1. granting and revoking powers of attorney;

2. exceeding budget appropriations that have not been expressly declared eligible for cover;

3. investments and entering into obligations that do not relate to a project authorisation or another authorisation, insofar as these exceed EUR 50,000 in value;

4. issuing and amending the contract, subsidy, remuneration and loan guidelines for employees of the administrative office.

b) It decides on:

1. proposals for the appointment or dismissal of members of the Executive Board within the meaning of § 8;

2. proposals for the appointment or dismissal of the deputy managing directors;

3. the audit of the administrative office, notwithstanding § 14 paragraph 2 number 2;

4. guidelines on investment policy.

c) It shall discuss all matters that are subject to a resolution by the General Meeting.

(3) The Chairman of the Board of Directors shall conclude the employment contracts relating to paragraph 2 letter b number 1 with the prior consent of the Board of Directors.

(1) The Board of Directors shall meet as required, but at least twice a year. The Chairman of the Board of Directors shall convene the meeting in writing with an agenda with a notice period of two weeks. The notice period shall apply from the date of dispatch.

(2) The convening of a meeting may be requested by any member of the Board of Directors and by the Executive Board.

(3) Resolutions of the Board of Directors are passed by a simple majority of those present. It is quorate if at least three members are present. If there is no quorum, the Chairman of the Board of Directors must convene the Board of Directors with the same agenda within one week with a notice period of one week. In this case, a quorum is constituted regardless of the number of members present. This must be indicated in the second invitation.

(4) At least one member of the Management Board shall attend each meeting of the Board of Directors, unless the Board of Directors decides otherwise.

(1) Each member has one vote at the General Meeting. Another member may be authorised in writing to exercise the voting right. The authorisation must be issued separately for each General Meeting. However, a member may not represent more than one third-party vote.

(2) The General Meeting is responsible in particular for

1. passing resolutions on the budget and staffing plan;

2. passing resolutions on the audit of the annual financial statements and the appointment of the auditing company;

3. accepting the activity reports of the Board of Directors and the Executive Board;

4. the discharge of the Executive Board and the Board of Directors;

5. the election of the members of the Board of Directors;

6. passing resolutions on the admission of a member within the meaning of § 5 paragraph 2;

7. passing resolutions on the expulsion of a member;

8. the adoption of rules of procedure for the Executive Board and the Board of Directors and amendments thereto;

9. adopting rules of procedure for the administrative office and amending them in accordance with Section 15 (5) sentences 3 and 5;

10. passing resolutions on the formation of and participation in corporations;

11. passing resolutions on amendments to the Articles of Association and the dissolution of the Association.

12. the representation of the Association in the Episcopal Commission responsible for Misereor, in the Misereor Advisory Board and in other organisations with which the Association cooperates, in particular the Catholic Central Agency for Development Aid.

(3) In matters that fall within the remit of the Executive Board or the Administrative Board, the Members' Assembly may adopt recommendations.

(4) Otherwise, the General Assembly of Members serves to inform each other about important events and areas of work.

(1) General meetings are held twice a year. Further general meetings shall be convened if the purpose of the Association so requires or if at least seven members so request.

(2) The Board of Directors shall issue invitations stating the agenda. It shall set the agenda in consultation with the Chairman of the Board of Directors. The invitation is effective if it is sent electronically (e.g. by e-mail), provided that the member has sent the electronic address to the Board of Directors. Upon request, the invitation may be sent by ordinary letter. The General Meeting shall constitute a quorum if at least half of the votes are represented. § Section 13 (3) sentences 3 to 5 shall apply accordingly.

(3) The Chairman of the Board of Directors shall chair the General Meeting. If the Chairman or Deputy Chairman is unable to attend, the meeting shall appoint the chairperson from among the members present. In the case of elections, the chairmanship of the meeting may be temporarily delegated to an election officer.

(4) At least one member of the Executive Board shall attend each General Meeting, unless the General Meeting decides otherwise.

(5) Resolutions are passed by a simple majority of votes. The manner of voting shall be determined by the chairperson of the meeting; it must be by secret ballot if a member so requests. Amendments to the Articles of Association and the expulsion of members require a three-quarters majority of the votes present. Dissolution can only be resolved with a three-quarters majority of all members. Resolutions on amendments to the Articles of Association require the approval of the Episcopal Commission responsible for Misereor. The dissolution of the organisation requires the approval of the German Bishops' Conference.

(6) Any member may submit a written request to the Chairperson no later than one week before the meeting for further matters to be added to the agenda. If such requests are not made until the meeting, the General Assembly shall decide on their treatment.

(1) Resolutions may also be passed in such a way that they are immediately forwarded in writing to the other members of the body by the chairperson of the body or a person authorised in accordance with these Articles of Association or specifically for this purpose and they submit a written confirmation within a specified period of time. Resolutions in this procedure can only be passed unanimously.

(2) Meetings and assemblies of the executive bodies (hereinafter collectively referred to as "meeting(s)") may also be held in hybrid or virtual form. One meeting per calendar year must be held in person. Elections may be held in hybrid or virtual meetings using IT applications designed for this purpose that enable free and secret voting. If a hybrid or virtual meeting is convened, the invitation must specify how the board members can exercise their rights by means of electronic communication.

Virtual meetings take place in a room accessible to members, which they can only enter with their authorisation data and a separate access password. The access password, which is only valid for the respective meeting, is sent to the member by separate electronic means to the electronic address provided by the member no later than twenty-four hours before the start of the meeting. Disclosure to third parties is not permitted. Members must ensure that third parties cannot gain knowledge of the contents of the meeting.

The regulations on quorum and decision-making of the respective bodies apply accordingly.

Minutes must be taken of the meetings of the executive bodies, signed by the chairperson of the meeting and the secretary and sent to the members of the executive bodies without delay. The minutes shall be deemed approved if no objections are raised within two weeks of their dispatch. The date of dispatch must be noted in the minutes.

In the event of dissolution or cancellation of the association or if tax-privileged purposes cease to exist, the remaining assets of the association after settlement of debts shall be transferred to the Association of German Dioceses, which shall use them exclusively and directly for charitable, benevolent or ecclesiastical purposes as defined in § 2 of these Articles of Association.