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foundation:statutes [2011/05/12 23:47] – [General Meeting] hubfoundation:statutes [2011/05/13 00:05] – [By-Laws] hub
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   - 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.   - 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 Meeting =====+===== Duties of the General Assembly ===== 
 +  - 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, in order to audit the accounting and annual report and relate their results to the General Assembly. The auditors have access to all of the Association’s accounting documents. 
 +  - 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, unless a decision of the General Assembly is required. It implements the decisions taken by the General Assembly.
 +  - 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, who manages all of the Association’s current affairs and acts as supervisor of the Association’s full-time employees. Decisions pertaining to work contracts, dismissal and admission of new members may only be taken by the board.
 +  - 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 =====
  
-By-Laws regulate the association's work in detail beyond the coverage of the Articles of Association. The Board of Directors sets the By-Laws valid after the approval of the association'members via internet vote with simple majority.+The by-laws govern all details of the Associations activities which are not covered in the Articles of Association. The Board implements the by-laws following the members approval. The members' approval is obtained by means of an internet vote and a simple majority of the active members.
 ===== Meeting Minutes ===== ===== Meeting Minutes =====