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Articles of Association of Autonomous Forest

The German version is authoritative.

1. Name, Registered Office, Financial Year

  1. The association bears the name "Autonomous Forest" and shall be entered in the association register; after registration, it shall bear the suffix "e. V.".
  2. The association has its registered office in Berlin.
  3. The financial year of the association is the calendar year.

2. Purpose of the Association

  1. The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged Purposes" of the German Tax Code.
  2. The purpose of the association is the promotion of arts and culture as well as nature conservation and landscape management through the realization and permanent implementation of the land art project "Autonomous Forest" by the artist group terra0 (Paul Kolling and Paul Seidler).
  3. The statutory purpose is realized in particular through:
    1. Promotion of arts and culture
      1. Realization of the land art project "Autonomous Forest" as a permanent and publicly accessible conceptual artwork at the interfaces of society, technology, economy and nature.
      2. Implementation and documentation of the project through public tours, workshops, creation of documentation, establishment of a digital archive.
      3. Promotion of artistic discourse through organization of symposiums and lecture series on conceptual art and land art, collaboration with art institutions and artists, digital publications, participation in exhibitions.
      4. Enabling public participation in the implementation of the art project and in decisions regarding the forest through membership in the association and through co-determination via a digital platform for the community (DAO).
    2. Promotion of nature conservation and landscape management
      1. Acquisition and permanent holding of forest areas by the association.
      2. Monitoring of the forest ecosystem.
      3. Conversion of forest areas into succession areas in accordance with process protection and in the interest of air protection, climate protection and biodiversity.
      4. Making the forest available to the general public within the framework of laws for recreation and nature experience.
  4. The association operates selflessly; it does not pursue primarily commercial purposes.
  5. Funds of the association may only be used for statutory purposes. Members receive no benefits from association funds. No person may be favored by expenditures that are foreign to the purpose of the association or by disproportionately high remuneration.
  6. Upon dissolution of the association or upon the discontinuation of tax-privileged purposes, the assets shall fall to the Stadtbodenstiftung in Berlin for immediate and exclusive use for its statutory purposes.

3. Membership and Technical Structures

  1. Any natural or legal person may become a member of the association.
  2. Application for admission to the association must be made to the board in text form. For minors, the application for admission must be made in writing by their legal representatives. The board decides on the application for admission. A rejection of the application does not need to be justified to the applicant. The rejected applicant may appeal in writing to the next general meeting to be convened as an appeal body. This then decides finally.
  3. Types of membership
    1. Ordinary Members
      Ordinary members have the right to speak, vote, as well as active and passive voting rights. Only natural persons can become ordinary members.
    2. Supporting Members
      Supporting members have the right to speak, but no voting rights and no active and passive voting rights.
    3. Honorary Members
      Honorary members are appointed by the general meeting upon proposal of the board based on their merits for the association. They have the rights of an ordinary member but are exempt from contribution obligations.
    4. Community Council Members
      Community council members only have the right to speak and vote in the community council of the association. Community council membership does not confer any other rights of an association member. Community council members are exempt from contribution obligations.
  4. Proof of Membership
    Members receive as proof of their membership a blockchain-based cryptographic certificate (certificate) that simultaneously regulates access to the association's digital platforms and indicates the rights of the respective member's membership type.

4. Termination of Membership

  1. Membership ends through withdrawal of the member or through exclusion from the association, as well as through death (for legal persons with the opening of insolvency proceedings or the rejection of insolvency proceedings for lack of assets). Upon termination of membership, the certificate that contains access to the association's facilities and the member's rights is deleted.
  2. Every member may leave the association at any time without observing a notice period. For community council members, deletion of the certificate by the member is sufficient. All other members declare their withdrawal in text form to the board.
  3. A member may be excluded from the association by resolution of the board if it violates its obligations according to the contribution regulations or otherwise grossly violates the association's interests. Before making a decision, the member must be given the opportunity to respond to the allegations and justify themselves within a reasonable period. The decision on exclusion must be reasoned and demonstrably delivered to the member in text form. Against the exclusion decision of the board, the member has the right of appeal to the general meeting, which decides finally on the exclusion. The appeal must be filed by the member within one month of receipt of the exclusion decision. If an appeal is filed in due time, the board must call upon the general meeting at the next general meeting to decide on the exclusion. The member's rights are suspended until the end of the day of the deciding general meeting. Should the member not file an appeal to the general meeting in due time, it is considered definitively excluded. This must be pointed out in the exclusion letter to the member.

5. Membership Fees

  1. Members are charged a monetary amount as a regular annual contribution. Additionally, members may be required to perform work service and pay a special assessment up to the maximum amount of one annual contribution. The amount and due dates of the annual contribution, the scope of work service and the assessment are proposed by the board to the general meeting and decided by the general meeting.
  2. Honorary and community council members are not required to pay contributions.
  3. An admission fee is charged to members. The general meeting decides on the amount.
  4. The decided regulations are recorded in the contribution regulations.
  5. The board decides on application in individual cases on reduction, exemption or deferment of membership fees.

6. Organs of the Association

  1. The organs of the association are
    1. the board,
    2. the general meeting.

7. Board

  1. The board of the association consists of at least two and at most six ordinary members. Two board members each are jointly authorized to represent. The representative power of the board is limited in such a way that the consent of the general meeting is required for the sale or encumbrance of real estate. By resolution of the general meeting, board members may be exempted from the restrictions of § 181 BGB. Board members must have completed their 18th year of life.
  2. Additionally, the general meeting may appoint further board members without representative authority, whose number and areas of responsibility the general meeting decides upon appointment.
  3. The board conducts business and represents the association in all matters judicially and extrajudicially. The board must conduct the association's business in accordance with the law, the statutory provisions and the resolutions of the general meeting. In addition to the tasks expressly assigned to the board in these articles, the board must reliably and faithfully implement the resolutions of the general meeting. Furthermore, the board is particularly responsible for the following tasks:
    1. Preparation and conduct of general meetings.
    2. Convening general meetings and initiating voting procedures.
    3. Execution of resolutions of the general meeting and resolutions of founding members within the framework of setting up the project.
    4. Coordination of labor for work required in the project.
    5. Preparation of a budget for each financial year; bookkeeping; preparation of an annual report.
    6. The board implements resolutions of the community council as long as their implementation is legally permissible, does not endanger the association's charitable status, and serves the association's purpose. Should the board have doubts about the purposefulness of the resolution for the association, the board submits the resolution to the general meeting for decision.
  4. The first board members appointed upon founding of the association have a term of office of five years. Thereafter, members of the board are elected by the general meeting for a term of three years. However, board members remain in office until successful re-election of the respective board position. Each board member must be elected individually. Only ordinary association members are eligible. Re-election is possible. If a board member leaves during their term of office, the board elects a replacement member for the remaining term of the departed member. This must be confirmed by the next general meeting. The board members elect a chairman from among themselves.
  5. Members of the association's board generally perform their activities on a voluntary basis. If needed, a board position of the association may be performed for remuneration within the framework of economic and tax law possibilities on the basis of a service contract or against payment of expense reimbursement. The general meeting decides on paid association activity. The same applies to contract contents and conditions.
  6. Board members are also reimbursed for travel costs and other expenses incurred in the course of their activities as expenses, observing applicable tax regulations.
  7. The liability of board members towards the association and towards association members is excluded to the extent legally permissible. The liability exclusion does not apply to liability for intent. If board members are claimed against by external third parties due to their activity as board of the association, the association indemnifies the affected board member from such claims, provided the board member did not act intentionally.
  8. The board makes its decisions in board meetings, which can generally be held virtually via video conference or telephone conference, but also as in-person events. Furthermore, the board can also make decisions by circulation procedure and in text form. The chairman decides on the form of decision-making in the invitation to the board meeting or in the invitation to decision-making. The invitation should be made with at least five days' notice; in urgent cases, the period can be shortened to up to 24 hours. The board has a quorum when at least two board members are present or participate in the decision procedure. Each board member has one vote. In decision-making, the majority of valid votes cast decides. In case of a tie, the chairman's vote decides. Minutes must be taken or saved as evidence of board decisions, showing the type and time of the board meeting, names of participants, decisions made, the method of decision-making and the voting result.
  9. The board is generally authorized to adapt the articles based on instructions from the registry court, tax office or a direct supervisory authority by board resolution within the framework of the given instructions. The board must subsequently inform the members about this.
  10. With termination of ordinary membership, the board office also ends.

8. General Meeting

  1. Every ordinary member, supporting member and honorary member has the right to participate in general meetings. The general meeting decides on the admission of guests by simple majority. Community council members count as guests.
  2. An ordinary general meeting must be convened by the board at least once annually. General meetings must also be convened by the board when the interest of the association requires it or when decisions must be made in association matters that are exclusively assigned to the general meeting for decision. A general meeting must also be convened by the board if this is requested by 10% of all members stating the purpose and reasons; the requested agenda must be adopted as binding.
  3. The general meeting takes place either as an in-person event, hybrid or virtual. Furthermore, resolutions of the general meeting can also be made by circulation procedure in text form. The board decides on the form of the general meeting or the manner of decision-making when inviting to the general meeting or inviting to decision-making of the general meeting. As a rule, general meetings and decision-making of the general meeting should take place virtually.
  4. Only if and to the extent this is required for compelling legal reasons, the board must convene the general meeting as an in-person event. In doing so, the board must enable members to vote without participating in the general meeting in written form before the meeting or electronically before or during the meeting, to the extent legally permissible.
  5. The convening of general meetings or invitation to votes of the general meeting by the board takes place exclusively in text form. The invitation is made via the association's DAO platform in the form of a forum post, as well as an individual text notification (private message in the forum or email) to the member. The invitation should contain and justify the resolution proposals for the respective voting items. In the case of the annual (ordinary) general meeting, the annual statement and the board's annual report must be attached to the invitation or linked with it. A properly invited general meeting always has a quorum. The voting process begins with the invitation via the association's DAO platform and ends with the expiration of the period provided for decision-making. Members' resolution proposals must be directed to the board.
  6. In the case of virtual general meeting or decision-making on the DAO platform, the resolution proposals must be posted on the DAO platform at least five days before the end of the voting process; in case of urgency, the period can be reduced to three days. In the case of the annual ordinary general meeting, the period is 14 days. When convening general meetings or when inviting to votes of the general meeting, the time at which the voting process ends must be specified.
  7. Decision-making within the framework of the virtual general meeting takes place as follows:
    1. Voting is possible via the DAO platform from the posting of the resolution items until the end of the voting process (voting period) or during the members' assembly via verbal or hand signals in video chat. For votes in video chat, the voting behavior is recorded in the minutes. Until the completion of the voting process, members can see whether and how other members have already voted. The vote by the member is no longer changeable and final once cast.
    2. During the voting period, members have the opportunity to exchange views on the resolution proposals using the chat function of the DAO platform.
    3. The wallet addresses with the certificate of participants, discussion contributions, votes and the resolution result are stored immutably on the blockchain. For votes in video chat, the corresponding data is recorded in the regular minutes. After completion of the voting process, the final resolution result is automatically accessible to all members on the DAO platform and can be saved and printed by them. The board will make a backup of the resolutions (minutes) and sign them legally securely in the number authorized to represent.
  8. In the case of a general meeting in person, the board must specify the location as well as day and time of the meeting with the invitation. A general meeting in person must take place at the registered office of the association. The invitation must be made at least 14 days before the day of the meeting, whereby for the calculation of the period, the day of posting the invitation on the DAO platform is decisive (this day is not included). When posting the invitation, the board must point out the possibility of voting without participating in the in-person event and enable voting via the DAO platform. The board creates minutes of the course of the general meeting in person signed in the number authorized to represent, which must be communicated to the members via the DAO platform. For participation in the general meeting in person, the members present in person must identify themselves to the board through their access to the wallet in which the certificate is stored and proof of the certificate stored there, or by presenting a valid official identity document.
  9. The general meeting decides on all matters that are not mandatorily assigned to the board. The general meeting is particularly responsible for the following measures and decisions, with the exception of measures for setting up the project:
    1. Election of board members and their discharge.
    2. Amendment of the association's articles.
    3. Receipt of the annual report and other reports of the board.
    4. Discharge of the board.
    5. Every decision concerning the forest properties acquired by the association and in particular every measure of their use, care and maintenance.
    6. Consent to the sale or encumbrance of forest properties by the board.
    7. Decision-making on the dissolution of the association.
    8. All other tasks assigned to the general meeting by law or elsewhere in the articles.
    9. Appeal procedures for non-admission of members and exclusion of members.
  10. The general meeting makes its decisions generally with a qualified majority of 75% of the votes cast. Abstentions are disregarded. An amendment to the articles can only be decided with a majority of 80% of the votes cast, which corresponds to at least 50% of the votes of all ordinary members. An amendment to the association's purpose as well as consent to the sale or encumbrance of forest properties requires the consent of all ordinary members.

9. Community Council

  1. The community council organizes itself virtually on the DAO platform as a permanent council assembly. The resolutions of the community council serve as the basis for the board's decisions. The structure and voting procedure of the community council are specified in the community council regulations. The community council regulations are adopted by the general meeting and can be amended by resolution of an ordinary general meeting. The current version is available on the DAO platform.
  2. Decision-making within the framework of the virtual community council assembly takes place as follows:
    1. Voting is possible via the DAO platform from the posting of the resolution items until the end of the voting process (voting period). Until the completion of the voting process, members can see whether and how other members have already voted. The vote by the member is no longer changeable and final once cast.
    2. During the voting period, members have the opportunity to exchange views on the resolution proposals using the chat function of the DAO platform.
    3. The wallet addresses with the certificate of participants, discussion contributions, votes and the resolution result are stored immutably on the blockchain. After completion of the voting process, the final resolution result is automatically accessible to all members on the DAO platform and can be saved and printed by them.

10. Dissolution of the Association

  1. Decision-making on the dissolution of the association can only take place in a general meeting convened specifically for this purpose. This convened meeting always has a quorum, regardless of the number of participating members. The general meeting decides with a majority of 75% of the votes cast.
  2. In case of dissolution of the association, the chairman of the board and another board member are jointly authorized liquidators, unless the general meeting appoints other persons.