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| foundation:statutes [2011/05/12 23:40] – [Organs of the Association] hub | foundation:statutes [2011/05/13 00:04] – [Board Of Directors] hub | ||
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| * the General Assembly and | * the General Assembly and | ||
| * the Board. | * the Board. | ||
| - | ===== General | + | ===== General |
| - | TODO | + | - The General Assembly consists of all of the Association’s active members, who have one vote. |
| + | - The General Assembly takes place at least once a year. The Board invites the members per mail or email, providing a preliminary agenda. The invitation has to be sent at least six weeks prior to the meeting. The time limit starts on the day after the invitation letter was sent. The date of the post mark and the date when the email was sent are binding. The invitation letter is considered as delivered, if it was addressed to the last address the member advised in writing. The members may submit additional agenda items to the board either in writing or electronically until two weeks before the assembly. The date when the letter or email was received is binding. The Board will publish the final agenda in the internet, and the address is to be mentioned in the written invitation. | ||
| + | - If it is in the Association’s interest, an extraordinary General Assembly may be called for. If this request is submitted to the Board in written form by at least 20% of the members, the Board is compelled to call for an extraordinary General Assembly within six weeks. The member’s request must contain the desired agenda item. | ||
| + | - Independent from the number of members present, the General Assembly only has a quorum if the invitation was submitted in proper form. It nominates one of the members present as head of the General Assembly. Unless otherwise decided by the General Assembly, all decisions will be taken openly by show of hands and with a simple majority. Should the number of pro and contra votes should be equal, the application is considered as dismissed. | ||
| + | - Differing from (4), a majority of 3/4 of the votes of the General Assembly and a minimum of half of the votes of all active members are necessary to amend the Articles of Association or decide the liquidation of the Association. | ||
| + | - An active member who cannot personally participate in the General Assembly may ask another member, who will be personally present, to represent him during the General Assembly. The representative will exercise both members’ voting rights. The representative will legitimise himself at the beginning of the General Assembly by presenting to the Board the original of a written authorisation. A representative may represent a maximum of two additional members. | ||
| - | ===== Duties of the General | + | ===== Duties of the General |
| + | - The General Assembly is the highest decision making organ of the Association and is generally in charge of all duties, unless these Articles of Association have assigned specific duties to another organ of the Association. \\ The General Assembly elects the board from a number of active members. The people obtaining the largest numbers of votes will be elected. Ballot papers will be provided to cast the votes. | ||
| + | - The General Assembly may deselect a board member. Differing from (1), this process requires the majority of votes of all active members. | ||
| + | - The General Assembly decides about the objections of members the Board intends to expel. | ||
| + | - The General Assembly receives the Board’s annual report as well as the audit report of the auditor and discharges the board’s responsibilities. | ||
| + | - The right to decide about amendments to the Articles of Association or a liquidation of the association is reserved to the General Assembly. | ||
| + | - Namely the annual accounts and the annual report have to be presented in written format to the General Assembly for decision making and discharge of the board. It calls on two auditors, who belong neither to the board nor any other panel appointed by the board and who are not employed by the association, | ||
| + | - Furthermore the General Assembly has the exclusive right to decide about: | ||
| + | - any purchase of, sale of or charges on real property, | ||
| + | - any investment in other companies and | ||
| + | - raising loans of EUR 10,000 and more | ||
| + | - It has the right to decide about all matters board or members submit to it. | ||
| - | TODO | + | ===== Board ===== |
| - | + | ||
| - | ===== Board Of Directors | + | |
| - | + | ||
| - | TODO | + | |
| + | - The Board consists of 3 persons, and only natural persons can be board members. They are elected for a 2 years term. Re-election is permitted. The respective board members remain in office after expiration of their term until a successor is elected. | ||
| + | - From its midst the Board elects a chairman and two proxies. One of the proxies is the treasurer. Re-election is permitted. | ||
| + | - The Board’s duties, namely all regulations pertaining to calling for board meetings, meeting procedures and voting process are stipulated in the by-laws of the board, which it has to decide unanimously. | ||
| + | - The board decides about all matters pertaining to the association, | ||
| + | - Each individual board member has the right to represent the Association to outside parties. | ||
| + | - Should a board member quit while in office, the board appoints a provisional board member on the basis of an internet vote in which all active members participate. The provisional board member remains in office until the General Assembly takes place. The General Assembly decides about the definite succession within the board. | ||
| + | - In accordance with §30 BGB (German Civil Code) the board can decide to appoint a full-time director as a special representative, | ||
| + | - The director is committed to participate in the General Assemblies and has the right or duty if the board demands it to participate in the board meetings. He has the right of speech in all meetings and is accountable to all organs of the association. | ||
| + | - Amendments to the Articles of Association demanded by regulatory, court or financial authorities for formal reasons may be undertaken by the board. The General Assembly has to be informed of such amendments in its next meeting. | ||
| ===== By-Laws ===== | ===== By-Laws ===== | ||