Articles of Association of Herbalhub e.V.

§ 1 Name, Location, Legal Form

(1) The association bears the name "Herbalhub e.V."

(2) The association is based in Hamburg and is to be entered in the register of associations.

§ 2 Purpose of the Association

The purpose of the association is exclusively the communal self-cultivation and the distribution

of the cannabis cultivated by the members for their own consumption, the information of members about cannabis-specific addiction prevention and counseling, as well as the distribution of propagation material obtained from communal self-cultivation for private self-cultivation to its members, to other persons who have reached the age of 18 and have had a residence or habitual residence in Germany for at least 6 months, or to other cultivation associations that have a valid permit within the meaning of the Consumption Cannabis Act (KCanG).

§ 3 Membership

(1) Only those who have reached the age of 18 and have had a residence or habitual residence in Germany for at least 6 months can be members.

(2) Membership is acquired by submitting a written application or an application by email to the board, which decides on the admission.

(3) By applying for membership, members acknowledge the content of the Articles of Association and other club regulations. Members are obligated to support the goals and interests of the association and to comply with the resolutions and orders of the association's organs.

Members are obligated to provide the board with a deliverable postal address and an email address and to inform the board of any changes to their name and/or address data without delay. If the residence or habitual residence changes, the member must inform the association without delay.

(4) The board decides on admission at its discretion. A rejection does not need to be justified.

(5) The association has a maximum of 500 members.

(6) Membership can only be granted to those who assure the association in writing or electronically that they are not a member of another cultivation association and prove by presenting an official photo ID or other suitable official documents that they

a) have had a residence or habitual residence in Germany for at least 6 months and

b) have reached the age of 18.

(7) There is a minimum duration of membership of three months.

(8) The members of the association are required to actively participate in the communal self-cultivation of cannabis. Active participation is particularly given when members of the cultivation association personally contribute to communal self-cultivation and directly related activities.

§ 4 Expiration of Membership

(1) Membership expires upon death, cessation of legal personality, resignation or exclusion from the association or as soon as a member's residence or habitual residence is no longer in Germany.

(2) A resignation is first possible after the minimum membership period of three months has elapsed. Thereafter, membership can be terminated in writing or by email to the board with a notice period of one month to the end of the month.

(3) A member can be excluded from the association by the board, which must make a resolution on this, if the member

a) has not paid an annual fee despite a written reminder with a notice period of at least four weeks;

b) has harmed the association or otherwise seriously violated its interests;

c) has realized another significant reason.

Before the resolution on exclusion, the member to be excluded shall be given the opportunity to comment. The exclusion resolution must be communicated in writing and justified, and sent to the member. The excluded member can appeal to the next upcoming general meeting of members, which decides on the final exclusion. Until the decision of the general meeting, the membership rights of the excluded member are suspended.

(4) The proven sale or distribution of cannabis to minors from communal cultivation leads to immediate exclusion with the immediate termination of all obligations of the association towards the member.

§ 5 Association Funds and Contributions

(1) The association is focused on self-sufficiency and does not pursue a profit-making purpose. The funds of the association may only be used according to the provisions of this Articles of Association. Members do not receive any benefits from the association's funds in their capacity as members. They have no claims to the association's assets upon their departure.

(2) The association generates income particularly through

• Admission fees (see Paragraph 3)

• Membership contributions in money (base contribution; see Paragraph 4)

• Cost-covering additional contributions for the amounts of cannabis distributed to members (distribution flat rate according to Paragraph 5)

• Cost-covering additional contributions for the distribution of propagation material to members or non-members or other cultivation associations (distribution flat rate according to Paragraph 6).

(3) A one-time admission fee is to be paid for the year of joining the association.

(4) Members are required to pay a monthly membership fee (base contribution). The base contribution is based on the costs incurred per member that are necessary for the fulfillment of the statutory communal purposes serving the overall interests of all members. The obligation to pay the base contribution exists regardless of whether the communally cultivated cannabis is distributed to the respective member by the association. The base contribution is mandatorily and unconditionally collected from each contributing member in the interest of all members.

(5) In the event of the distribution of cannabis in the sense of § 1 No. 8 KCanG according to § 19 KCanG, members are required to pay an additional contribution based on distribution or quantity (distribution flat rate) in addition to the base contribution according to Paragraph 4.

(6) In the event of the distribution of propagation material in the sense of § 1 No. 7 KCanG according to § 20 KCanG, members – in addition to the base contribution according to Paragraph 4 – or non-members or other cultivation associations are required to pay an additional contribution based on distribution or quantity (distribution flat rate).

(7) The distribution flat rates according to Paragraphs 5 and 6 are based on a cause-and-burden-appropriate cost distribution and in implementation of §§ 24 and 25 KCanG based on the "cultivation-related self-costs" that are directly related to self-cultivation and distribution of cannabis in the sense of § 1 No. 8 KCanG in accordance with § 19 KCanG or propagation material in the sense of § 1 No. 7 KCanG in accordance with § 20 KCanG.

(8) The amount, payment and default modalities as well as the due dates of the

• Admission fees (see Paragraph 3)

• Membership contributions in money (base contribution; see Paragraph 4)

• Cost-covering distribution flat rates (Paragraphs 5 and 6)

are regulated by the board in a contribution regulation in accordance with the compliance with §§ 24, 25 KCanG as well as in the sense of a cause-and-burden-appropriate cost distribution among the members, taking into account the economic circumstances of the association, which is not part of the Articles of Association. The contribution regulation can be changed by resolution of the board. The delivery of the respective current contribution regulation to the members takes place at the last email address provided to the association by the member and is made available in the association's premises.

§ 6 Organs of the Association

The organs of the association are

• the board

• the general meeting

• the cultivation council

• the prevention officer

  
  

§ 7 Board

(1) The board consists of two members, the 1st chairperson, who also assumes the office of the treasurer, and the secretary.

(2) The association is represented in court and out of court by each board member individually. By resolution of the general meeting, board members can be exempted from the restrictions of § 181 BGB. In internal relations, it is determined that the 2nd chairperson and the secretary should only exercise their representation right when the 1st chairperson or the first and second chairpersons are prevented from doing so.

(3) The board is elected by the general meeting for an indefinite period. The general meeting can dismiss a board member if there is good cause; such cause is particularly gross breach of duty or inability to manage affairs properly. Exclusions from the board based on other provisions of these Articles of Association remain unaffected.

(3a) A member cannot be elected to the board and resigns as a member of the board with immediate effect during their term of office if they

a) are incapacitated or restricted in their capacity or

b) do not possess the reliability required for their activities in the association. The required reliability is particularly lacking if the person concerned has been finally convicted of a crime or one of the offenses listed in § 12 Paragraph 2 No. 1 KCanG that they have committed in the last five years.

(4) The board is responsible for all matters of the association, unless otherwise assigned by the Articles of Association or mandatory legal provisions to another organ of the association. The board conducts the ongoing business of the association. It has the following tasks, in particular:

a) Preparation and implementation of funding measures for the association.

b) Preparation of the general meetings and establishment of the agendas;

c) Convocation of the general meeting;

d) Execution of the resolutions of the general meeting;

e) Informing members about matters of the association, especially through the preparation of an annual report;

f) Appointing a member as the prevention officer.

(5) The board generally adopts its resolutions in board meetings, which are to be convened in writing, by telephone, or by email by the 1st chairperson, if such is prevented by the 2nd chairperson. A notification of the agenda is not required. A notice period of one week must be observed. The board is capable of making resolutions if at least two board members are present. In the adoption of resolutions, the majority of valid votes cast decides. In the case of a tie, the chairperson's vote decides. Board meetings can also occur by telephone or in electronic form (e.g., via video conference). A board resolution can be made in writing if all board members express their consent to the regulation to be resolved (circular resolution). Voting in the circular resolution counts as consent. A protocol must be kept of the board's resolutions, which must be signed by the chairperson. The board has the right to establish its own rules of procedure.

(6) The board members may receive appropriate remuneration for their work. Responsible for the conclusion, modification, and termination of the contract is the general meeting.

§ 8 General Meeting

(1) The general meeting is the highest organ of the association. In the general meeting, each member has one vote. To exercise the voting right, another member of the association may be authorized. The authorization must be granted separately for each general meeting. However, a member may not represent more than three other votes. The general meeting takes place at least once a year.

(2) The general meeting is responsible for the following tasks:

a) Receipt and approval of the annual report of the board;

b) Discharge of the board and the auditors;

c) Election and dismissal of the members of the board and the auditors;

d) Determination of the amount of the annual contributions, especially the minimum contribution;

e) Resolutions on complaints against the rejection of an application for admission as well as appeals against a resolution to exclude by the board;

f) Appointment of honorary members;

g) Decisions on fundamental decisions for the association's funding policy.

(3) The general meeting can be held as an in-person meeting or as a virtual general meeting. At an in-person meeting, all participants of the general meeting meet at a common location. The virtual general meeting occurs by connecting all participants via a video or telephone conference. A combination of an in-person meeting and a virtual general meeting is possible by allowing members to participate in the in-person meeting via video or telephone conference. The board decides on the form of the general meeting and communicates this in the invitation to the general meeting. If the board invites to a virtual general meeting, it must send the members the login data for the video or telephone conference by email at the latest one hour before the start of the general meeting.

(4) The convening of the general meeting is done by the first chairperson, in his absence by the second chairperson. The convocation must be made at least one week before the date of the meeting, stating the agenda in writing. The period begins with the day following the dispatch of the convocation. An extraordinary general meeting must be convened if one-fifth of the members submit a written application to the board, stating their reasons.

(5) No later than one week before the date of the general meeting, any member may apply to the board in writing for the addition of further matters to the agenda, but not for amendments to the Articles of Association. The agenda must be accordingly supplemented by the chairperson at the beginning of the general meeting. The general meeting decides on applications for addition to the agenda that are made during the general meeting. A majority of three-fourths of the valid votes cast is required for the acceptance of the application.

(6) Every properly convened general meeting is capable of making resolutions. The general meeting passes resolutions by simple majority of the votes cast, unless a different majority is prescribed by law or these Articles of Association. Abstentions are counted as votes not cast. In case of a tie, the chairperson's vote decides. For elections, a drawn selection is required in case of a tie. The method of voting is determined by the chairperson. In elections, voting shall take place in writing and secretly unless the general meeting decides otherwise.

(7) A protocol must be drawn up for each general meeting, which must be signed by the respective chairperson and the protocol officer.

§ 9 Cultivation Council

(1) The cultivation council consists of at least 3 and at most 8 elected members. The board has the right to send two additional members from its ranks to the cultivation council.

(2) Members of the cultivation council must be members of the association.

(3) The cultivation council is elected by the general meeting for at least two years.

(4) The tasks of the cultivation council are

a) Planning, ensuring, and coordinating the statutory cultivation

b) Choosing the hemp varieties for cultivation in coordination with the participating members

c) Calculating the self-cost share for each cultivated variety.

(5) Meetings of the cultivation council are held at least twice a year. A protocol is prepared over the meetings, which can be viewed by the members of the association.

(6) The cultivation council adopts resolutions by simple majority. It is bound by the resolutions of the general meeting and the board.

§ 9a Prevention Officer

(1) The prevention officer is available to members as a contact person for questions of addiction prevention. He ensures that suitable measures for achieving comprehensive youth and health protection as well as addiction prevention are taken by the association. In particular, the prevention officer contributes his knowledge to the preparation of the health and youth protection concept and ensures its implementation.

(2) The prevention officer must demonstrate to the association that he has specific counseling and prevention knowledge, which he has acquired through addiction prevention training at state or specialized centers for addiction prevention or counseling or at comparably qualified publicly funded institutions. The evidence of counseling and prevention knowledge is provided by a certificate of participation in one of the mentioned trainings.

§ 10 Business Year

(1) The business year is the calendar year.

(2) The association's treasury is checked every year by one or more auditors elected by the general meeting. The auditors check whether the use of the association's funds corresponds to the budget estimates and whether the accounting of the association was properly conducted. The auditors are to report to the general meeting.

§ 11 Limitation of Liability

(1) Organ members or special representatives are liable to the association for any damage caused by the exercise of their duties only in cases of intent or gross negligence. Sentence 1 also applies to liability towards the members of the association. If it is disputed whether an organ member or special representative has caused damage intentionally or through gross negligence, the association or the member of the association bears the burden of proof.

(2) If organ members or special representatives are obliged under paragraph 1 sentence 1 to compensate for damages they caused in the exercise of their duties, they can demand from the association to be released from the liability. Sentence 1 does not apply if the damage was caused intentionally or through gross negligence.

§ 12 Amendments to the Articles of Association, Asset Allocation upon Dissolution

(1) A planned amendment to the Articles of Association must be announced as an agenda item in the invitation to the general meeting. Decisions about the dissolution of the association can only be made in a general meeting called specifically for this agenda item. Resolutions on amendments to the Articles of Association or the dissolution of the association require a majority of three-fourths of the valid votes cast.

(2) Each amendment to the Articles of Association must be reported to the responsible tax office by sending the amended Articles of Association. Changes or additions to the Articles of Association that are required by the competent registration authority or the tax office shall be implemented by the board and do not require a resolution by the general meeting. They must be communicated to the members no later than with the invitation to the next general meeting.

(3) Upon dissolution of the association, the board determines the entitlement to assets.

The Articles of Association were established at the founding meeting on June 30, 2024.