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Articles of Association of the "International Research Center for Renewable Energy"<br />

e. V. Germany<br />

§ 1: Name, location, fiscal year, membership<br />

1. The association has the name "International Research Center for Renewable Energy<br />

e.V. Germany. In the Association shall be recorded; after registration, the name<br />

"International Research Center for Renewable Energy <strong>in</strong> e.V. Germany<br />

2. The association has its seat <strong>in</strong> Germany.<br />

3. The f<strong>in</strong>ancial year is the calendar year.<br />

§ 2: The purpose of the association<br />

1. The association pursues exclusively and directly charitable purposes with<strong>in</strong> the mean<strong>in</strong>g<br />

of section "tax purposes" of the Tax Code.<br />

2. Purpose of the association is to promote renewable energy. The purpose is achieved, <strong>in</strong><br />

particular through research, development, demonstration, implementation and tra<strong>in</strong><strong>in</strong>g <strong>in</strong><br />

the areas of renewable energy, <strong>in</strong>clud<strong>in</strong>g renewable resources for <strong>in</strong>dustrial and energy<br />

raw materials. These <strong>in</strong>clude the implementation of scientific events, commission<br />

research, public relations and cooperation with national and <strong>in</strong>ternational <strong>in</strong>stitutions.<br />

§ 3: Profit<br />

1. The Association is active and does not pursue its own economic purposes.<br />

2. The Association's funds may only be used for statutory purposes. The members receive<br />

no benefits from the funds of the association. No person takes expenditures for the goals<br />

of the association, or excessive high remuneration.<br />

3. In case of dissolution or annulment of the association, or loss of its previous purpose<br />

the assets of the association will be given to the community Dedelstorf and shall be used<br />

directly and exclusively for charitable Purposes.<br />

§ 4: Acquisition of membership<br />

1. Member of the association can be any natural person and any juridical person of private<br />

and public law.<br />

2. On the proposal of the Executive Board, members may be appo<strong>in</strong>ted honorary<br />

members for life.<br />

3. Requirement for the acquisition of the membership is a written application, which should<br />

be directed to the board.<br />

4. The Board decides on the application at its own discretion.<br />

5. Membership is acquired by written confirmation. In case of refusal of the application the<br />

Management Board is not obliged to notify applicant of the grounds.<br />

§ 5: Term<strong>in</strong>ation of Membership<br />

1. The membership ends by death, exclusion or withdrawal from the association.<br />

2. The withdrawal is made <strong>in</strong> writ<strong>in</strong>g to the Board. The withdrawal can only be the end of a<br />

fiscal year with a notice period of 12 months.<br />

3. A member may be excluded from the association by decision of the Executive Board if it<br />

has:<br />

3.1. two written rem<strong>in</strong>ders to the payment of membership fees or levies are <strong>in</strong> arrears<br />

3.2. discredited <strong>in</strong> any way the <strong>in</strong>terests of the association. Before decision, the board<br />

member has the opportunity to give an oral or written statement. The decision of the Board


shall give the reasons <strong>in</strong> writ<strong>in</strong>g and the member served by registered return receipt. The<br />

member may appeal, with<strong>in</strong> a period of one month from receipt of written opposition to the<br />

board. Upon the opposition of the members, it must submit to the decision for expell<strong>in</strong>g.<br />

§ 6: Membership<br />

1. The Association charges its members annual subscriptions. In order to f<strong>in</strong>ance specific<br />

projects or to remove f<strong>in</strong>ancial difficulties of the Association levies are collected.<br />

2. Amount and tim<strong>in</strong>g of annual contributions and contributions by the members with a<br />

separate fee structure is fixed.<br />

3. Honorary members are exempt from the requirement to pay contributions and levies.<br />

4. The Board may, <strong>in</strong> appropriate cases, contributions and levy all or part of or what was<br />

adopted by the hour.<br />

§ 7: Institutions<br />

The bodies of the Association are the Executive and the Assembly.<br />

§ 8: Executive Board<br />

The Board consists of the chairman, the vice chairman and the secretary.<br />

The Association is represented out of court by two members of the board.<br />

§ 9: Jurisdiction of the Board<br />

The Board is responsible for all affairs of the Association, unless they are reserved under<br />

the statutes of the General Assembly<br />

They have the follow<strong>in</strong>g duties:<br />

1. Preparation and conven<strong>in</strong>g of the Assembly and the draft<strong>in</strong>g of the agenda;<br />

2. Implementation of decisions of the General Assembly,<br />

3. Preparation of the budget, account<strong>in</strong>g, prepar<strong>in</strong>g the annual report;<br />

4. Resolution on the admission of members;<br />

5. Decision on the exclusion of members<br />

6. Appo<strong>in</strong>tment of a manager<br />

§ 10: Election and term of the Board<br />

The board is elected for a term of three years. It rema<strong>in</strong>s until a new Board <strong>in</strong><br />

elected. Each board member is elected <strong>in</strong>dividually. Only members of the<br />

Association will be elected as board members. The term<strong>in</strong>ation of membership <strong>in</strong><br />

the club ends the duties of a board member.<br />

The board may call on persons <strong>in</strong> an advisory capacity to the meet<strong>in</strong>gs.<br />

§ 11: meet<strong>in</strong>g and decisions of the Board<br />

1. The Board decides at the meet<strong>in</strong>gs the Chairman, <strong>in</strong> his absence the Deputy Chairman,<br />

over details of the agenda to be convened. The notice period of one week is to be met.<br />

2. The Board must have a quorum if at least two present of its members.<br />

3. The majority decision will decide the votes validly cast. In case of a tie, the decid<strong>in</strong>g<br />

vote will be from the Chairman.<br />

4. The Board may decide by written procedure if all the board members agree to the<br />

decision.<br />

§ 12: The General Assembly<br />

In the meet<strong>in</strong>g, each member has one vote. To exercise the right to vote for another<br />

member, written authorization must be given. The authorization is to be given separately


for each meet<strong>in</strong>g for not more then one member, The General Assembly is responsible <strong>in</strong><br />

particular for the follow<strong>in</strong>g:<br />

1. Approval of the budget for the com<strong>in</strong>g fiscal year;<br />

2. Receipt of the accountability report of the Board;<br />

3. Discharge of the Board;<br />

4. Determ<strong>in</strong>ation of the membership;<br />

5. Election and dismissal of members of the Board;<br />

6. Resolution on amendment of the constitution and dissolution of the association;<br />

7. Decision on the appeal aga<strong>in</strong>st a decision to expel from the Board;<br />

8. Appo<strong>in</strong>tment of honorary members.<br />

§ 13: the conven<strong>in</strong>g of the meet<strong>in</strong>g<br />

1. The Annual General Meet<strong>in</strong>g will take place at least once a year, if possible <strong>in</strong> the first<br />

Quarter. It is the Board’s responsibility to give two weeks written notice stat<strong>in</strong>g the agenda.<br />

The period beg<strong>in</strong>s on the dispatch of the <strong>in</strong>vitation letter. The <strong>in</strong>vitation is to be sent to the<br />

last known address of the member. The agenda is set by the Board.<br />

2. Each member may request at least 1 week prior to the executive committee <strong>in</strong> writ<strong>in</strong>g,<br />

an addition to the Agenda. The chairman has to announce the supplement at the<br />

beg<strong>in</strong>n<strong>in</strong>g of the meet<strong>in</strong>g. About requests for additions to the agenda which are made <strong>in</strong><br />

the General Assembly decides the meet<strong>in</strong>g.<br />

§ 14: Extraord<strong>in</strong>ary General Meet<strong>in</strong>g<br />

An extraord<strong>in</strong>ary general meet<strong>in</strong>g is convened by the Board, if the <strong>in</strong>terests of the<br />

association so requires or if a third of the members of the Board make a written request<br />

stat<strong>in</strong>g the purpose and reasons.<br />

§ 15: Adoption of resolutions<br />

1. The General Assembly is directed by the chairman, <strong>in</strong> his absence by the Vicechairman,<br />

or the Secretary. If no Board Member is present, the Assembly Chairman can<br />

direct the meet<strong>in</strong>g.<br />

2. The type of vot<strong>in</strong>g is determ<strong>in</strong>ed by the Chair. The election must be made <strong>in</strong> writ<strong>in</strong>g, if<br />

one third of the published election requests it.<br />

3. The General Assembly has a quorum regardless of the number of members present.<br />

4. The General Assembly shall make decisions <strong>in</strong> general, when a simple majority of valid<br />

votes are cast. To change a Statute however, a majority of two thirds of the valid votes is<br />

needed; for dissolution of the Association, 3 / 4 of the valid votes is required.<br />

5. In elections, those who are elected are the ones which had the majority of the valid<br />

votes. In case of a tie, it will be decided by draw<strong>in</strong>g lots by the chairman.<br />

6. The decisions of the M<strong>in</strong>utes shall be signed by the chairman and the secretary.<br />

§ 16: Dissolution of the Association<br />

1. The dissolution of the Association can only be decided <strong>in</strong> a general meet<strong>in</strong>g by a<br />

majority of three fourths of the valid votes. (§ 15 para 4)<br />

2. Unless the Assembly decides otherwise, the Chairman and Vice Chairman together are<br />

authorized liquidators.<br />

3. After end of the liquidation, available funds will be given to the community Dedelstorf (§<br />

3 paragraph 3).<br />

4. The above provisions apply mutatis mutandis if the association is dissolved for any<br />

reason or loses its legal capacity.

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