Statutes of the association "Kiel-Marketing e.V."

§ 1 Name, registered office, financial year

1. The name of the association is "Kiel-Marketing e.V.". It shall be entered in the register of associations at Kiel Local Court.

2. The registered office of the association is Kiel.

3. The financial year is the calendar year.

§ 2 Purpose and tasks

1.a) Within the framework of the tourism concept of the state of Schleswig-Holstein, the association is aLTO "Local Tourism Organization" and operates in the Kiel region.

1.b) The purpose of the association is to improve the general economic conditions in the state capital of Kiel and in the Kiel region. It is intended to help the city as the state capital of Schleswig-Holstein and the participating authorities and municipalities to better fulfill their tasks in the areas of trade, services and tourism in particular. Through active planning and conceptual participation as well as the coordination of sponsoring by the members, an increase in purchasing power, the number of guests and overnight stays should be brought about in the long term.

2. To realize its purpose, the association aims to

- To gain persons, companies, organizations, authorities and institutions that are economically active in the Kiel region as members or to strive for cooperation insofar as this serves the purpose of the association;

- Develop and implement marketing concepts for the areas of city, location and tourism marketing and promote their implementation by third parties;

- provide impulses and suggestions for the development of Kiel and the Kiel region, e.g. through publications, public events and workshops.

3. The association fulfills its tasks by

- Establishing and maintaining regular and long-term communication and cooperation between all those whose work serves to achieve the purpose of the association;

- operating, encouraging or supporting the internal and external presentation of the City of Kiel and the Kiel region, also by commissioning third parties, issuing publications or supporting them;

- the development of concepts for events, publications, exhibitions, competitions and the like to increase the appeal to customers, tourists and companies and to increase the economic attractiveness of the City of Kiel and the Kiel region, including the support of such activities by members or third parties;

- monitoring the success of such events, publications, exhibitions, competitions and the like;

- cooperation in the creation and continuous improvement of facilities that serve tourism;

- the maintenance of advice and information centers for tourists;

- the development or procurement of image or location analyses, building blocks for marketing concepts and similar analyses and expert opinions and their utilization to promote awareness and the external image of the City of Kiel and the Kiel region;

- Improving the level of information among the players in the city and region of Kiel about their respective activities;

- the promotion of cultural life in the city of Kiel and the Kiel region;

- promoting the establishment and maintenance of workplaces and the potential workforce.

4. The coordinating effect of the association offers members the following advantages:

- Aggregation of sponsorships in order to achieve orders of magnitude that achieve sustainable effects;

- Planning and monitoring the success of the measures taken;

- Insights from the planning and concept work, which can be decisive for operational decisions;

- City, location and tourism marketing to improve access to customers, guests, employees and suppliers;

- Supporting public relations work, in particular by advertising for the member on posters, in brochures, advertisements and similar publications of the association, or by giving the member the opportunity to draw attention to the association's support through advertising.

5. The Association's funds may only be used for the purposes set out in the Articles of Association. No one may benefit from expenses that are alien to this purpose or from disproportionately high remuneration.

§ 3 Membership

1. Full members of the association can be natural persons of legal age and legal entities under private and public law.

2. Every full member must pay a membership fee. Further details are set out in the membership fee regulations, which are decided by the General Meeting.

3. The General Meeting may appoint honorary members, who do not have to be members of the Association, by a majority of three quarters of the votes. If honorary members are themselves members of the association, they do not have to pay the membership fee.

4. The Executive Board shall make the final decision on the admission of an ordinary member upon written application.

§ 4 Termination of membership

Membership ends

a) by written declaration to the Executive Board with a notice period of 6 months to the end of a financial year;

b) by liquidation, the opening of insolvency proceedings or rejection of the opening of insolvency proceedings due to lack of assets, with the submission of an affidavit in accordance with §§ 807, 915 of the German Code of Civil Procedure (ZPO) and in the event of loss of legal capacity;

c) by exclusion for good cause, to be decided by the Executive Board. The member concerned must be informed of the expulsion in writing and may apply for a resolution to be passed at the next regular general meeting within two weeks of receipt. Membership shall be suspended until a decision is made by the General Meeting.

§ 5 Organs

The bodies of the association are

a) the General Meeting

b) the Executive Board

c) the management.

§ 6 General Meeting

1. The ordinary general meeting shall take place once a year. An extraordinary general meeting must be convened if

a) the Executive Board decides to convene the meeting for urgent and important reasons or

b) one fifth of the members request this in writing, stating the purpose and reasons.

2the General Meeting shall be convened by a member of the Executive Board in text form (e.g. email) with at least two weeks' notice, stating the agenda and providing information on the options for attending the General Meeting in accordance with 2.c) and 2.d).

a) The notice period begins on the day after the invitation is sent. The invitation letter shall be deemed to have been received by the member if it was sent to the contact details last provided to the Board of Directors.

b)Any member may request additions to the agenda in text form up to one week before the start of the General Meeting at the latest. Requests for additions to the agenda made after this date and during the General Meeting can only be approved by a decision of the General Meeting with a 2/3 majority.

c)The General Meeting can be held as a face-to-face meeting or as a virtual General Meeting. A combination of an in-person meeting and a virtual meeting is also possible. The Executive Board shall decide on this at its own discretion. The necessary access data for virtual participation in meetings will be communicated to each member at least 24 hours before the start of the event.

d)Resolutions may also be passed in whole or in part in writing. In particular, members who are unable to attend a (virtual) general meeting may be given the opportunity to cast their vote in writing. For this purpose, the draft resolution is submitted to all members in text form with a deadline of 2 weeks for voting. Votes that are not received by the deadline are considered abstentions. Even in the case of written resolutions, (only) the participation and majority requirements stipulated in the Articles of Association must be met.

3. A member may only be represented at the meeting in person by another member on the basis of a written power of attorney. In the case of virtual participation, a representative must identify themselves with the correct access data.

4 . The General Meeting shall be chaired by the Chairperson or, on his/her behalf, by a chairperson appointed by him/her.

5. Every properly convened General Meeting shall constitute a quorum.

6. Resolutions shall be passed by a simple majority of the votes cast, unless otherwise stipulated in these Articles of Association or by law. Abstentions count as votes not cast. Each member has a number of votes determined by the amount of their annual membership fee for the current financial year. Further details are regulated in the membership fee regulations.

7. Resolutions of the General Meeting are recorded in minutes, which must be signed by the chairperson and a member of the management.

§ 7 Tasks of the General Meeting

The general meeting is responsible for

a) the election of the Executive Board with the exception of the Chairperson (§ 8 Para. 2),

b) determining the annual membership fees and the associated voting rights (§ 6 Para. 5) in a scale of fees,

c) the appointment of honorary members (§ 3 para. 2),

d) the passing of resolutions on exclusion decisions by the Executive Board (§ 4 lit. c),

e) the acceptance of the Board of Directors' report and the annual financial statements as well as the discharge of the members of the Board of Directors, including the Executive Board and the management,

f) the election of auditors,

g) amendments to the Articles of Association and the dissolution of the Association; these resolutions require a majority of three quarters of the votes cast; § 6 para. 5 sentence 2 applies accordingly

§ 8 Executive Board

1. The Executive Board consists of 8 to a maximum of 15 members (red. note: exception see para. 2b), of which the General Meeting elects 7 to a maximum of 11 members for a term of three years. The elected members of the Executive Board remain in office until a new election is held.

2.a) The Chairperson of the Executive Board is the respective Lord Mayor of the City of Kiel or another departmental head appointed by him or her. The General Assembly elects two deputy chairpersons.

2.b) Should offices or municipalities join the LTO Kiel, they may each delegate an additional board member. The total number of Board members may not exceed 15.

3. The Executive Board shall be convened by the Chairperson as required, but at least twice a year, otherwise upon request in text form by at least half of the Executive Board members with a notice period of at least two weeks from the date of dispatch in text form and stating the agenda. The Board meeting may also be held virtually or in hybrid form at the discretion of the Chair of the Board of Directors. A Management Board resolution can be passed in writing if all members of the Management Board declare their consent to the regulation to be adopted.

4. The Executive Board is quorate if at least half of the Executive Board members are present. Resolutions are passed by a simple majority; the exclusion of members (§ 4 lit. c) by a two-thirds majority.§ 6 para. 5 sentence 2 applies accordingly.

5. The Executive Board is responsible for

a) Resolutions on economic, investment and personnel plans upon presentation by the Executive Board,

b) the exclusion of members in accordance with § 4 lit. c,

c) accepting the annual financial statements,

d) the appointment and dismissal of the management in accordance with § 10,

e) advising and monitoring the management,

f) the establishment and dissolution of advisory boards,

g) the adoption of rules of procedure for the management.

6. Resolutions of the Board of Directors are recorded in minutes, which must be signed by the Chairperson and a member of the Management Board.

7. The chairperson and the two deputies are board members within the meaning of Section 26 (2) BGB. The association is represented jointly by two members of the Executive Board.

§ 9 Management

1. The Board of Directors appoints one or a maximum of two managing directors. The managing directors are special representatives in accordance with § 30 BGB. If only one managing director is appointed, he shall represent the association alone within the scope of this power of representation; if two managing directors are appointed, they shall represent the association jointly.

2. The appointment of a managing director may be revoked at any time, without prejudice to claims for compensation under the employment contract; revocation is also deemed to be termination of the employment contract at the earliest possible date.

3. The Managing Director is responsible for implementing the resolutions of the Board of Directors and the Executive Board and for the proper completion of all tasks. It participates in the meetings of the Board of Directors and the Executive Board in an advisory capacity. In terms of labor law, the management is the superior of the employees of the association. Details on the activities of the management are set out in the rules of procedure.

§ 10 Final provisions

1. In individual cases, the Executive Board may shorten the deadlines for the resignation of members if this is in the best interests of the Association.

2. The City of Kiel has the right to have the annual financial statements audited by its audit office at any time. If an audit of equal value for the association has already been commissioned or carried out, the City of Kiel shall bear the costs of the audit itself.

Kiel, September 23, 2021