The German people have been interested in Nepal since the 19th century not only because of its natural beauty but also because of its key role in the linguistic and cultural history of South Asia. Relations between Germany and Nepal have grown substantially over the years. The German government has a genuine interest in the development of Nepal and has contributed through assistance to development work.
As a result of this interest the number of Nepalese exposed to German culture and interested in the German language is increasing. There is a demand and a need for good quality German language courses. Until 30th June 1997, the Goethe-Institut fulfilled this need. Following the closure of the institute, the need now arises to continue work through a different type of organization. It is proposed that a new local institute called the Goethe-Zentrum Kathmandu, be established with links to the Goethe-Institut Inter nations (GIIN) and to the German government through the German Embassy, Kathmandu.
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The following statutes are proposed as statutes of this non-profit association:
Article 1 General Introduction
§ 1 Background
a. The name of the association shall be the Goethe-Zentrum Kathmandu
b. The statutes are subject to the formal approval by the Government of Nepal, Ministry of Foreign Affairs, and the Embassy of the Federal Republic of Germany, Kathmandu. The Goethe-Institut, as a co-operating partner, by virtue of its professional support will also have to give its approval.
c. The role of the Goethe-Institut will be to ensure quality and regulate the licensing of language certificates/diplomas. The relationship will be formalized through a separate cooperation contract.
d. The statutes will be effective on an agreement being reached between the Government of Nepal, Ministry of Foreign Affairs and the Embassy of the Federal Republic of Germany, Kathmandu, Nepal representing the Federal Republic of Germany.
§ 2 Non-Profit Status
a. The association will be for the benefit of the Nepal society. It has neither political nor religious interests.
b. The representatives of the association will enjoy full civil rights and is (are) authorized to sign contracts with third parties in the name of the association.
§ 3 Honorary Presidency
The Ambassador of the Federal Republic of Germany to the Government of Nepal is the Honorary President of the association with voting rights.
§ 4 Location
The association will be based in Kathmandu.
Article 2 Objectives
§ 5 Objectives
The objectives of the association will be to promote the German language in Nepal and mutual understanding and cultural exchange in line with the laws of the land. This will be realized through the following
a. Language courses in German as foreign language
b. Encouraging linguistic and cultural contacts between Nepal and Germany
c. Participation in events of linguistic and cultural interest
Article 3 Membership
§ 6 Members
a. The association will consist of members, either individuals, Nepalese as well as German nationals, or institutions, with a genuine interest in promoting cultural and linguistic exchange between Germany and Nepal. Institutions will be represented as members by their official representatives or by a person to whom the function has been delegated in writing. All members must accept the statutes.
b. The association also consists of benefactor members
§ 7 Membership Types
Membership of the Association is to be obtained on request to the Board, through acceptance of the statutes, which govern the association, and through payment of annual membership fee. The membership fee will be annually set during the Annual General Meeting and might differ for individuals and institutions.
There are two kinds of membership:
a- Supportive membership:
Any person/association can become a supportive member of the GZK. The membership will be approved by the director and president together. The supportive member holds no right to vote in the AGM or during elections and cannot be a member of the Board.
b- Active membership:
Active membership of a person or association needs a written request to the GZK with details of the association/person. The Board of the GZK has to approve active membership through a simple majority. The criteria for approval are:
1. Credibility of the association/person.
2. Person/association is an expert / professional in a related field or is an important person in the Nepali society.
3. Basic knowledge of German language.
A minimum of two of the above criteria must be fulfilled satisfactory in order to be able to become a member. Active members have the right to vote and to become a member to the Board of the GZK.
§ 8 End of Membership
Membership can be relinquished through resignation or forfeited through dismissal by the Board either because of non-payment of the membership fees or for other serious infringes; the member concerned having
been given the opportunity beforehand to provide an explanation. The decision of the Board will be subject to ratification of the following Annual General Meeting.
Article 4 Annual General Meeting
§ 9 Introduction
a. The Annual General meeting is the highest authority of the association.
b. The Annual General Meeting shall be composed of all regular members enrolled in the registry of the association one month before the meeting is to be convened. Notice of convening the assembly must be sent out at least one month before the date fixed for the meeting.
§ 10 Procedure for the Annual General Meeting
a. The Annual General Meeting shall meet at least once a year and whenever convened by the Board, or whenever requested by at least one third of its members.
b. A quorum shall constitute 25% plus one more member. If there is no quorum, the Annual General Meeting shall be reconvened after an interval of at least two weeks. A quorum will not be necessary for the second meeting.
§ 11 Responsibilities of the Annual General Meeting
a. To hold elections for the Board
b. To approve all decisions of the Board that need approval
c. To approve the general and financial reports of the Board
d. To approve the programmes and budget for the coming year
e. To vote on membership fees
f. To appoint an auditor to check the accounts of the association
g. To support the Board in all critical and important situations
h. To clarify matters outstanding
§ 12 Elections
1. Procedure for Elections
a. Elections will be held every 3 years.
b. The posts of the President, Vice President, Treasurer and Secretary cannot be held by any of the staff-members of the GZK (temporary nor permanent).
c. In case of vacancy between Annual General Meetings, Board Members can be co-opted but such co-options will have to be ratified at the next Annual General Meeting.
d. An Election Commissioner will be nominated by the outgoing Board. He/She will preside over the election procedure. Relevant institutions will be informed of the election.
e. The Board shall determine any other procedures regarding elections.
2. The following persons are entitled to vote
a. All regular members who have been members for more than a month or their appointed representatives in the case of institutions.
b. Benefactors are not entitled to vote and cannot sit on the Board.
§ 13 Vote for Non-Confidence
An elected member of the Board can be removed from his/her position before the end of his/her term through a majority vote of two thirds during the Annual General Meeting. Before voting, the person concerned must be given the opportunity to counter the vote of no confidence.
Article 5
§ 14 The Board
1. The board will consist of seven members, six of them elected by the Annual General Meeting for a period of 3 years. The members will be eligible for re-election. In case of a vacancy, the Board will co-opt a temporary replacement subject to approval by the following Annual General Meeting (§12b).
2. The composition of the Board is as follows: President, Vice President, Secretary, Treasurer, and two members of the Ambassador of the Federal Republic of Germany or his representative. The Director of the language classes or German consultant to the center shall be an ex-officio of the Board, with consultative but no voting rights.
3. A quorum for the Board will consist of four members.
4. In case the whole Board resigns, the outgoing Board will call a General Assembly to elect a new Board.
§ 15 Board Meetings
The Board shall meet at least four times a year, whenever convened by the President, or whenever requested by two members of the Board. These meetings shall be proposed by the President, and called by the Secretary. Any member of the Board who, in the course of one year, fails to attend 50% of the meetings will be asked to resign.
§ 16 Board Members
1. The President
a. represents the association
b. supervises the activities of the association and is responsible for internal and external communication
c. guides the members
d. presides over Board meetings and Annual General Meeting
e. presents the general report
f. delegates his responsibilities in case of his absence
2. The Secretary
a. is responsible for calling the Board meetings and the Annual General Meeting upon direction from the President
b. wraps the minutes of all meetings
c. fulfills other tasks as requested by the Board
3. The Treasurer
a. is responsible for dispensing finances as per the Board’s decisions
b. is responsible for proper book keeping and financial control
c. presents the balance sheet of past income and expenditure
d. presents financial budgets for the coming year
4. The Vice President
a. is responsible for all tasks delegated
b. acts for the President during absences
5. Board members are not normally to be remunerated.
§ 17 Responsibilities of the Board
a. To act upon decisions taken by the Annual General Meeting.
b. To decide upon the use of financial resources and assets.
c. To plan for the future according to the statutes and in close cooperation with the Director.
d. To prepare for elections.
e. To initiate processes to improve the situation of the association in order to best fulfill its tasks.
f. It can also form a consultant committee with national or international advisors in order to best fulfill the aims of the association.
Article 6 Financial Resources and Property
§ 18 Financial Resources
a. Membership fees,
b. Fees for services rendered,
c. Subsidies that may be granted by cooperating partners,
d. Financial contributors through the Government of Nepal or donations,
e. Other income.
§ 19 Inventory
All assets shall be listed in the inventory list to be updated yearly.
§ 20 Financial Management
a. A bank account shall be kept according to the Board’s decision.
b. All income shall be put into the bank account and money for incurring expenditure will be withdrawn through cheques.
c. The bank accounts shall be managed by the signatories. Such signatories shall be identified by the Board. The treasurer is responsible for keeping books in order.
§ 21 Audit
The books shall be audited regularly. Audit reports shall be presented to the Annual General Meeting for approval.
§ 22 Changes to the Statutes
1. Changes to the Statutes can only be affected by the Annual General Meeting.
2. Proposals to the changes to the Statutes should be proposed to the Board at least 21 days before the Annual General Meeting in order to enable the Board to consider the same.
3. Proposals to the changes in the Statutes have to be announced on the agenda of the Annual General meeting at least 7 days before it is to take place.
4. Changes to the Statutes can be affected only by a two third majority. Such changes are subject to the approval of the Government of Nepal, the Embassy of the Federal Republic of Germany, Kathmandu as the representative of the German government and the Goethe-Institut Inter Nationes.
§ 23 Working Procedures
1. The Board employs a director to run day-to-day affairs. The director will be an ex-officio member of the Board with consultative rights. Under special circumstances, the position of the Director can be held by an elected member of the Board. The following Annual General Meeting will then have to approve the procedure. The Director will be responsible to the Board, especially in major decisions. The sum of financial expenses to be spent without board-decision will be annually revised by the board itself.
2. The Director
a. will enjoy full civil rights and together with the president is authorized to sign contracts with third parties in the name of the association, in line with the decisions of the AGM or the board.
b. employs permanent and temporary staff in line with Board decisions.
c. will supervise other employees.
d. will manage language classes and accompanying programmes, and all other matters.
e. delegates his responsibilities in case of his absence.
§ 24 Dissolution of the Association
In case of the dissolution of the Association, the Embassy of the Federal Republic of Germany will determine the use of the remaining assets.
§ 25 Dissent
In case of dissent, the English version of the Statutes will be applied, according to the understanding of the Government of Nepal, Ministry of Foreign Affairs and the Embassy of the Federal Republic of Germany in Nepal.
