Articles of Association

Articles of Association 2017-03-02T17:40:15+00:00

Preambel

Water must be available to every human being in a sufficient quality and volume and it must be supplied under socially acceptable and environmentally friendly conditions.

§ 1 Name, registered office, business year

The society shall bear the name “Deutsche Meerwasserentsalzung”. Following its registration in the German register of societies, the title “eingetragener Verein” (“e.V.” – registered society) shall be added to the name.
The society’s registered office shall be at Bonn.
The business year shall be identical with the calendar year.

§ 2 Purpose of the society

The purpose of the society shall be the promotion of research, science and technology in the field of seawater desalination. The activities of the society shall aim at offfering an opportunity to test theoretical insights into seawater desalination in practice and to give fresh impetus to research.
The purpose of the articles of association shall particularly be implemented by:
the realisation of scientific events aiming at exchanging experience gained in the field of seawater desalination
and by the cooperation with other organisations, especially public agencies and institutions as well as research institutions.

Results of research activities shall be generally open to the interested public.

§ 3 Tax relief

The society shall exclusively and directly pursue non-profit aims as laid down in the paragraph on tax-priviledged purposes of the German general tax code. The society shall unselfishly promote research, science and technology in the field of seawater desalination. It shall not primarily pursue any commercial interests of its own account.
The society’s fund shall only be used for the purposes laid down in the articles of association. The members shall not receive any allocations from the society’s funds. No individual or legal person shall be priviledged by expenditures which do not correspond with the society’s purposes or by excessively high remunerations.
If a member resigns from the society, it shall not be entitled to any amount of the society’s funds, nor shall it lay claim to membership fees paid. The same shall apply in case the society is terminated or suspended.

§ 4 Application of funds

All funds of the society shall be earmarked for non-profit purposes. They shall either be spent for these purposes or transferred to the reserves.
The accumulated funds shall be considered as dedicated funds in terms of the German general tax code and they shall serve the purposes laid down in these articles of association.
The board of directors shall have the right to resolve upon the accumulation of reserves for pursuing new tasks of the society within the framework of non-profit purposes. These specially dedicated funds shall be spent 10 years following the beginning of their accumulation at the latest and they shall be spent in such a way that either the accrued interests of the dedicated funds or these funds themselves are consumed.

§ 5 Types of members

The society shall have full members, sponsoring members, student members and honorary members. The membership of the society shall be voluntary.

Full members can be individual or legal persons, associations, corporate bodies or public agencies, societies, communities of interests and authorities.
Sponsoring members can be individual or legal persons, associations, corporate bodies or public agencies, communities of interests and authorities that are able and prepared to ideally and materially sponsor the purpose of the society.
Students of various branches of study can join the society as student members. Student members shall give evidence of their status by presenting a current certificate of enrolment once per year.
Based on proposals submitted by the board of directors, the general meeting shall have the right to appoint persons as honorary members who especially promoted the purposes of the society.

§ 6 Acquisition of membership

Any individual and legal person can become a member of the society. The application of membership shall be submitted in writing and contain the name and address of the applicant.
With the submission of the application, the applicant accepts the articles of association in case of his or her acceptance.
The board of directors shall decide upon the acceptance. The board of directors shall not be obliged to disclose possible reasons of rejection. The applicant can appeal to the advisory council within a cut-off period of 10 days following receipt of the rejection notice.

§ 7 Membership fees

The society’s costs incurred by pursuing the purposes laid down in its articles of association shall be met by membership fees of its members and by voluntary allocations.
The amount of the fees shall be determined by the general meeting based on a proposal of the board of directors. If student members fail to present a record of study in proper form, they shall have to pay membership fees equal to the amount ordinary members have to pay. Honorary members shall be exempt from paying membership fees.
The membership fee shall be paid in advance and on a yearly basis. If membership starts during the second half of the calendar year, half of the membership fee shall have to be paid. Membership fees shall be due on demand.
The board of directors shall be entitled to defer, reduce or waive fees of a member in case of extraordinary circumstances.

§ 8 Termination of membership

The membership shall terminate

a. in case of the demise of a member or in case of the termination of a legal
person;

b. in case of retirement from the society which shall be declared to the board
of directors in writing 3 months prior to the end of the business year at
the latest;

c. in case of expulsion due to a resolution of the board of directors if a member
has counteracted the aims of the society or has failed to fulfil his or her
obligations towards the society. The member shall have the right to appeal
against this resolution on the occasion of the following ordinary general
meeting. The final decision shall be made by the general meeting. The affected
member shall be invited to the meeting and heard.

§ 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”.

Joint regulations for the general meeting, the board of directors and the advisory council

§ 16 Invitation and agenda

The chairman shall invite the members to the general meetings in writing and, in so doing, inform them about the agenda. The same shall apply for meetings of the board of directors and the advisory council.
The meetings shall take place no sooner than at least 14 days following the posting of the complete invitation.
Resolutions on items which have not been mentioned on the agenda enclosed with the invitation to the meeting shall only be made if at least one third of the votes are present and if at least two thirds of the votes agree with this procedure.

§ 17 Control of the meetings, attendance and right to vote

The general meetings and the meetings of the board of directors shall be controlled by the chairman of the board, the meetings of the advisory council shall be controlled by its chairman. If the chairmen are unable to attend the meetings, they shall be represented by their respective vice-chairmen. The chairman of the meetings shall decide on the sequence of items to be discussed and on the type of vote to be effected.
Every member shall have the right to attend the general meeting. Only the ordinary members shall have a right to vote, with legal persons having 3 votes and individual persons having one vote respectively. It is permissible to assign one’s right to vote to another member. Nobody shall represent more than ten votes.
The members of the board and of the advisory council shall have one vote respectively on the occasion of their meetings. Upon agreement with the chairman, guests can be invited to the meetings as the case arises. If any member of the board or of the advisory council disagrees, the admission of the affected guest shall be decided by voting.

§ 18 Adoption of resolutions

Resolutions of the general meeting and of the advisory council shall be adopted, if more than one third of the votes are present. Amendments of the articles of association and the termination of the society can only be decided on by the general meeting, if at least three quarters of the votes are present.
In case resolutions cannot be adopted due to the above reasons, invitations for a second meeting with an identical agenda shall be extended which must take place within four weeks following the date of the previous meeting. Indepent from the number of votes present, this second meeting shall be able to adopt resolutions and this must be entioned in the invitation.
The board of directors can only adopt resolutions, if at least half of its members are present. In the absence of a quorum, specific provisions for such a case can be included in the rules of procedure of the board of directors.
The adoption of resolutions can be made in writing. The bare majority of the cast votes shall decide. At a parity of votes, the application shall be considered as rejected. Resolutions on amendments of the articles of association and on the termination of the society shall require a majority of three quarters of the cast votes.
Amendments of or supplements to the articles of association which are stipulated by the relevant register authority or by the fiscal authorities in conjunction with the foundation of the society shall be implemented by the board of directors. They shall not require an adoption of resolutions by the general meeting. The members shall be informed about such amendments or supplements with the invitation to the next general meeting.
The resolutions shall be noted in minutes which reflect the course of general meetings, the meetings of the board and those of the advisory council. The chairman of the meeting shall appoint a keeper of the minutes at the beginning of the respective meetings. The chairman of the meeting shall approve the minutes. All members of the respective organs shall receive a copy of the minutes.

Liquidation of the society

The decision to liquidate the society can only be made by a general meeting convened according to the rules of these articles of association. In case of liquidation of the society, the members of the board shall be appointed as liquidators.
Any adoption of resolutions by the liquidators shall require unamity. In all other respects, the rights and obligations of the liquidators shall be based on the provisions of the German Civil Code on liquidation (§ 47 et seqq.).
In case of the termination or suspension of the society or in case of an omission of the tax-priviledged purposes, the funds shall be used for tax-priviledged purposes. The general meetingshall decide who will be entitled to these funds. Resolutions on the future application of funds shall only be implemented upon approval by the fiscal authorities.