PARTNERSHIP AGREEMENT
§ 1
company, seat
(1) The name of the company is:
Campace Research gGmbH
(2) The legal and administrative headquarters of the company is Hamburg.
§ 2
Property of the Company
(1) The GmbH, based in Hamburg, exclusively and directly pursues non-profit purposes within the meaning of the “tax-privileged purposes” section of the tax code. The purpose of the corporation is a) to promote science and research, b) to promote popular and vocational education and c) to promote development cooperation.
The purpose of the statute is realized in particular through scientific research into complementary and alternative medicine, primarily homeopathy, as well as through the free publication and implementation of relevant research results. To this end, the company conducts research in the field of public health, creates research concepts and awards research contracts. Furthermore, specialist groups are informed and trained. In addition, she accompanies the implementation of research results in practice by providing medicines, diagnostic equipment if necessary and training of specialist groups abroad, preferably in cooperation with other aid organizations.
(2) The corporation acts selflessly; it does not primarily pursue its own economic purposes.
(3) The company is entitled, within the framework of the legal regulations and provisions of the articles of association, to carry out all transactions and legal acts that are directly or indirectly useful for achieving the company's purpose or that appear suitable to promote its purpose. For this purpose, it may operate special purpose companies within the scope of the "tax-privileged purposes" section of the tax code.
(4) Resolutions on changing the purpose of the company and the purpose of the company may only be made if the changes do not affect the tax concession according to §§ 51 et seq. AO after prior consultation with the responsible tax office._cc781905-5cde-3194 -bb3b-136bad5cf58d_
§ 3
use of funds
(1) The company's funds may only be used for statutory purposes. The shareholders may not receive any profit shares or any other benefits from the funds of the corporation. In the event of their departure or dissolution or if tax-privileged purposes no longer apply, they will not receive back more than their paid-in capital shares and the fair value of their contributions in kind.
(2) No person may be favored by expenses that are alien to the purpose or by disproportionately high remuneration.
§ 4
share capital, shares
(1) The share capital of the company is EUR 25,000.00 (i.W.: EURO twenty-five thousand).
(2) From this, Mr. Gregor Kindelmann née Wanke takes over the shares no. 1 to 25,000 in the amount of a nominal amount of EUR 1.00 each.
The merger or division of shares by a shareholder does not require the approval of the shareholders' meeting. Division and merger must be reported to the management immediately in writing.
(3) The deposit is to be paid immediately in cash for each 50% share.
§ 5
Fiscal Year
(1) The financial year is the calendar year.
(2) The first financial year is a short financial year; it begins with the registration of the company and ends on December 31 of the year.
§ 6
management, representation
(1) The company has one or more managing directors. If several managing directors are appointed, the company is represented by two managing directors or by one managing director together with an authorized signatory. If only one managing director is appointed, he represents the company individually.
(2) All or individual managing directors can be granted individual powers of representation and exemption from the restrictions of § 181 BGB by shareholder resolution.
(3) The above provisions apply accordingly to liquidators of the company.
§ 7
Competition
All shareholders and managing directors are exempt from statutory non-competition clauses.
§ 8
dissolution, termination
If the corporation is dissolved or if tax-privileged purposes no longer apply, the assets of the corporation, insofar as they exceed the paid-in capital shares of the company and the fair value of the contributions in kind made by the shareholders, go equally to Homeopaths without Borders eV, Bernstorffstraße 117, 22767 Ham- burg and Scientific Society for Homeopathy eV (WissHom), Wallstraße 48, 06366 Köthen (Anhalt), who have to use it directly and exclusively for non-profit, charitable or church purposes.
§ 9
notices
Company announcements are made in the Federal Gazette.
§ 10
Formation costs
The company bears the necessary costs of its formation (notary and court fees, publication costs and fees for lawyers and tax consultants consulted) of up to EUR 2,500.00.
§ 11
Final Provisions
The invalidity of individual provisions of this contract does not affect the validity of the articles of association. In such a case, the invalid provision is to be reinterpreted or supplemented by a resolution of the shareholders' meeting in such a way that the economic or legal purpose intended with the invalid provision is achieved. The same applies if a gap that needs to be filled becomes apparent during the implementation of the articles of association. Each shareholder is obliged to make contractual changes that are required by the company's purpose or the shareholders' duty of loyalty to the company.
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