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- III. Organs of society
III. Organs of society
§ 9 Organs
- The society shall have the following organs: general meeting, board of directors and advisory council.
- The work in these organs shall be effected on an honorary basis. The board of directors shall have the right to decide about guidelines for reimbursing expenses of the organs' members, e. g. travel expenses.
§ 10 General meeting
- The ordinary general meeting shall take place once per year during the first 6 months of the business year.
- The board of directors shall have the right to convoke extraordinary general meetings. An extraordinary general meeting must be summoned if at least one quarter of the members apply for it in writing by indicating the reason for this consultation. In such a case, the general meeting must be convoked 2 months following receipt of the application at the latest.
- The general meeting shall establish the guidelines for the work of the society and decide on issues of principal importance. The following tasks shall form an integral part of the duties of the general meeting:
a. Election and deselection of the members of the board of directors by
simultaneously appointing a treasurer among the members of the board;
b. Appointment and dismissal of the members of the advisory board;
c. Election and deselection of the cash auditor;
d. Approval of the budget submitted by the board of directors;
e. Acceptance of the annual report and the cash statement;
f. Adoption of a resolution on the financial statements;
g. Determination of the amount of membership fees;
h. Adoption of the rules of procedure for the board of directors;
i. Discharge of the board of directors;
j. Adoption of resolutions on the acceptance of new duties or the withdrawal
from duties of the society;
k. Adoption of resolutions on amendments of the articles of association and
the termination of the society.
§ 11 Board of directors
- In line with § 26 BGB (German Civil Code), the board of directors shall consist of a chairman, two vice-chairmen, a treasurer and four more members at the most if the general meeting decides upon such an extension.
- The board of directors shall control the society. It shall fulfil all obligations unless they have not been transferred to other organs by law, by the articles of association or by an adoption of a resolution of the general meeting.
- The members of the board of directors shall be elected by the ordinary general meeting for a period of four years respectively; they can be re-elected twice in series at the most. The election shall be effected in writing and by ballot unless the attending eligible voters unanimously agree upon a different form of election. Among its members, the board shall elect a chairman and two vice-chairmen who shall not hold the position of treasurer at the same time.
- If any member of the board retires prior the end of his or her term, the remaining members of the board shall take over the function of the retired member. The competences of the board shall remain unchanged until the end of their original term. It shall be permissible to elect a successor for the remaining term.
- Two members of the board shall have the right to jointly represent the society judicially and extrajudicially in all matters concerning the society, with one of these two members being either the chairman or one of the two vice-chairmen. If required, this representation has to be effected in line with the resolutions of the general meeting.
- The members of the board are liberated from the restrictions mentioned in § 181 BGB (German Civil Code).
§ 12 Advisory Council
- The general meeting shall appoint the members of the advisory council for a period of five years respectively. The advisory council shall advise the members and the board of directors with regard to all matters concerning the society.
- The advisory council shall consist of up to 12 persons who should have high profile. It shall take care of close links to organisations known by the general public and to public agencies and institutions which are engaged in seawater desalination, particularly in the Federal Republic of Germany.
- The advisory council shall meet at least once per year. Furthermore, it shall be convoked in case one third of its members apply for a meeting. In such a case, the meeting shall take place within three months following the filing of the application.
- Among its members, the advisory council shall elect a chairman and a vice-chairman.
- The board of directors shall attend the meetings of the advisory council. In so doing, the board of directors shall at least be representend by its chairman or one of its vice-chairmen or another member of the association, delegated by the board.
§ 13 General management
- The society shall have the right to charge a general management with the fulfilment of its duties which are laid down in the articles of association. Diese kann auch von einem Vorstandsmitglied oder von einem ordentlichen Mitglied wahrgenommen werden.
- The general management shall consist of one or several managing directors who shall be appointed by the board of directors.
- The general management shall fulfil its tasks in line with the instructions issued by the board of directors.
§ 14 Cash auditing
The general meeting shall elect two cash auditors among the members of the society whose tenure shall last three years. The auditors shall regularly verify, i. e. at least once a year, that the cash management is effected according to the rules. The auditors shall directly report the result of their verification to the general meeting on the occasion of the next meeting.
§ 15 Committees and working groups
- The board of directors shall have the right to convoke committees / working groups that fulfil special duties of the society. Such duties primarily comprise the preparation of specific pieces of information for the members. These committees or group shall be supported by the general management.
- There shall be at least one standing committee for "Science and Engineering".