Sec. 1 – NAME, REGISTERED OFFICE, BUSINESS YEAR
(1) The Association’s name is “Wiechert’sche Erdbebenwarte Göttingen”. It will be entered in the register of associations; once the registration is completed, its name will be “Wiechert’sche Erdbebenwarte Göttingen e.V.”.
(2) The Association has its registered office in Göttingen.
(3) The Association’s business year is the calendar year.
Sec. 2 – PURPOSE, CHARITABLE STATUS
(1) The Association’s purpose is fulfilled by the scientific operation and the scientific support of the Earthquake Station Göttingen and the nearby historical research institutions as well as their opening to the public. The Association exclusively and directly pursues charitable purposes within the meaning of the section “Tax-privileged purposes” of the Fiscal Code of Germany.
(2) The Association is a non-profit organisation and does not primarily pursue its own economic purposes. Any profit generated serves exclusively the stipulated purpose.
(3) The Association’s funds may be used solely for the purposes stipulated in the Statutes. The members do not receive any financial consideration from the Association’s funds. No individual may benefit from payments that are not related to the Association’s purpose or from disproportionately high remuneration.
Sec. 3 – ACQUISITION OF MEMBERSHIP
(1) Any natural person or legal entity may become a member of the Association.
(2) At the proposal of the Board, the General Meeting may appoint honorary members for life.
(3) The prerequisite for acquiring a membership is a written application for admission to be addressed to the Board. The Board decides on the admission at its own discretion. If the application is rejected, the Board is not obliged to disclose the reasons for the rejection to the applicant.
Sec. 4 – TERMINATION OF MEMBERSHIP
(1) The membership ends through death, expulsion or resignation from the Association.
(2) If a member culpably and grossly violates the Association’s interests, that member may be expelled from the Association by resolution of the General Meeting requiring a 2/3 majority of the votes represented. Prior to passing the resolution, the member must be given the opportunity of making an oral or written statement. The reasons for the General Meeting’s decision must be stated in writing and sent to the member.
(3) Resignation must be declared to the Board in writing. Resignation can only be declared in compliance with a notice period of three months before the end of a calendar year.
(4) Resigning members have no entitlement whatsoever to the Association’s assets.
Sec. 5 – MEMBERSHIP FEES
(1) Upon admission to the Association, a one-off admission fee is payable, also by the founding members. In addition, annual membership fees are payable by the members. Extraordinary contributions may be payable to finance special projects or to eliminate financial difficulties of the Association.
(2) The amount and due date of admission fees, annual membership fees and extraordinary contributions are fixed by the General Meeting. A distinction may be made between natural persons and legal entities. An extraordinary contribution and an increase in membership fees may only be resolved with effect for the following year.
(3) Honorary members are exempted from the obligation to pay membership fees and extraordinary contributions.
(4) In justified cases, the Board may fully or partially remit or defer admission fees, membership fees and extraordinary contributions.
Sec. 6 – EXECUTIVE BODIES OF THE ASSOCIATION
The executive bodies of the Association are the Board and the General Meeting.
Sec. 7 – BOARD
(1) The Association’s Board within the meaning of Sec. 26 BGB [German Civil Code] consists of the Chairman, the Deputy Chairman, the Secretary and the Treasurer.
(2) The Chairman and the Deputy Chairman are each authorised to solely represent the Association in and out of court. The remaining members of the Board are only authorised to represent the Association jointly with another Board member.
Sec. 8 – RESPONSIBILITIES, ELECTION, BOARD RESOLUTIONS
(1) The Board is responsible for all matters of the Association, unless they are delegated by the Statutes to another executive body of the Association.
(2) The Board is elected by the General Meeting for a period of two years, starting from the date of the election. Each Board member must be elected individually. Only members of the Association may be elected as Board members.
(3) The Board passes its resolutions in meetings. The Board has a quorum if at least two of its members are present. Resolutions are passed by a majority of the valid votes cast; in the event of a tie, the vote of the Chairman or, in his absence, that of the Deputy Chairman shall be the casting vote.
(4) The Board members do not receive remuneration for their services; however, expenses may be reimbursed.
Sec. 9 – GENERAL MEETING
(1) Each member at the General Meeting has one vote. Another member can be authorised in writing to exercise the voting right.
(2) The General Meeting has the following duties:
- a) Acceptance of the Board’s annual report
b) Discharge of the Board
c) Election and removal of Board members
d) Fixing of membership fees
e) Creation of an action plan for the new business year
f) Acceptance of members’ proposals for the Association’s activities
g) Appointment of the auditor
h) Passing of resolutions on amendments to the Statutes and the dissolution of the Association
(3) The ordinary General Meeting (annual general meeting) takes place in the first half of the calendar year. It is convened by the Board in writing in compliance with a notice period of two weeks, stating the agenda.
(4) The Board may convene extraordinary General Meetings at any time. It is obliged to do so if required by the Association’s interests or if requested in writing by at least 10% of the members, stating the purpose and the reasons. A period of advance notice of at least one week must be observed.
Sec. 10 – PASSING OF RESOLUTIONS AT THE GENERAL MEETING
(1) The General Meeting is led by the Chairman or, in his absence, by the Deputy Chairman.
(2) The type of voting is determined by the leader of the meeting.
(3) Every General Meeting that has been convened properly has a quorum, irrespective of the number of members present.
(4) In general, the General Meeting passes resolutions by a simple majority of the valid votes cast; abstentions are therefore not taken into account. However, amendments to the Statutes require a 2/3 majority of the valid votes cast.
(5) The dissolution of the Association requires a 3/4 majority of the valid votes cast in a General Meeting where at least half of the Association’s members are present. If there is no quorum, the Board is obliged to convene a second General Meeting with the same agenda within four weeks; this meeting then has a quorum irrespective of the number of the members present. This must be pointed out in the notice of convocation.
(6) In elections, the person who receives more than half of the valid votes cast is deemed to be elected.
(7) The resolutions of the General Meeting must be recorded in minutes, which must be signed by the Chairman and the Secretary.
Sec. 11 – AUDIT
The accounts and the annual financial statements of the Association must be audited by two members appointed by the General Meeting.
Sec. 12 – DISSOLUTION OF THE ASSOCIATION
(1) Unless resolved otherwise by the General Meeting, the Chairman and the Deputy Chairman are the liquidators authorised to represent the Association jointly.
(2) Any assets remaining after liquidation shall pass to Universitätsbund Göttingen e.V., which shall exclusively and directly use them for charitable purposes.
(3) The foregoing provisions shall apply mutatis mutandis in the event that the Association is dissolved for another reason, loses its legal capacity or the tax-privileged purpose ceases to exist.
Göttingen, 11 April 2005