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Statutes of the Bellagio Forum for Sustainable Development e.V. Art. 1: Name, Registered office, Fiscal year The Association shall bear the name "Bellagio Forum for Sustainable Development e.V.". The Association shall have its registered office in Osnabrueck. The fiscal year shall be the calendar year. Art. 2: Purpose of the Association The purpose of the Association shall be to provide coordination and support at an international level for the various efforts in education, science and research for sustainable ecological development, in such a way as also to enhance understanding between nations. This purpose shall be fulfilled in particular by - the definition, funding and implementation of promotion projects; - the organisation, funding and implementation of conventions and conferences; - the exchange of environmentally relevant data via computer systems; - the preparation of publications and documentation. The Association shall pursue directly and exclusively charitable activities and purposes of public benefit within the meaning of the Section on "public-benefit purposes" of the German Fiscal Code (Abgabenordnung). It shall act altruistically and not primarily pursue its own economic purposes. The funds of the Association shall not be used for purposes other than those set out in these Bylaws. No person shall be benefited by expenditures outside of the purposes of the Association or by unreasonably high remuneration. The Association is not permitted to directly or indirectly participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. No change in the purpose of the Association shall be permissible. The activities of the Association shall be trans-regional, without any limitation by Länder boundaries or national boundaries. Art. 3: Membership Membership is open to any natural person or legal entity. Decision on admission as a Member shall lie with the Board. The Meeting of Members may nominate as Honorary Members persons who have rendered services for the purpose of the Association. Art. 4: Termination of membership Membership shall be terminated by resignation, exclusion or death. Resignation shall be permissible to the end of any year with a period of notice of three (3) months; such notice shall be declared by registered letter addressed to a Board Member. Exclusion may be effected by a resolution of the Board, if a member's behavior seriously violates the purpose and/or the interests of the Association or damages its reputation. The person or legal entity excluded shall be entitled to appeal to the Meeting of Members against the Board resolution within one month of such resolution being adopted. Any payment obligations to the Association shall continue to be payable even after resignation or exclusion. Art. 5: Membership fees Every member shall be requested to pay an annual fee for the accomplishment of the Association's tasks, the amount of such fee being determined by the Meeting of Members. The Board is entitled to grant a reductions in fees or to agree to alternative forms of support for Members having particular limitations. Honorary Members shall be exempt from payment of fees. Art. 6: Bodies of the Association The Bodies of the Association are: - The Board - The Advisory Council - The Meeting of Members. Art. 7: Board The Board acts on an honorary basis and comprises: - Chairperson - Deputy Chairpersons - Treasurer - Ordinary Board Member - Keeper of the minutes. The Chairman acts alone and the two deputy Chairpersons act jointly (not just singly). Internally, the deputy Chairpersons may only exercise their powers of representation when the Chairman is prevented from acting. Art. 8: Term of office, responsibilities and adoption of resolutions by the Board Starting from the Organisation Meeting, the Board shall be elected by the meeting of Members for a term of two years. Every Board Member shall remain in office until election of his/her successor. The Board shall be responsible for all matters of the Association, and shall be obliged to undertake appropriate steps to achieve the purpose of the Association. The Board shall submit an Annual Report together with a report on the Association's activities within three months following the conclusion of each and every calendar year. The Board shall be quorate of properly convened Board Meetings whenever at least half its Members are present. Resolutions shall be adopted by a simple majority. In the event of equality of votes, the Chairperson shall have the casting vote; in the event of his/her absence, the Deputy Chairperson senior in age shall have the casting vote. In the event that a Board Member departs from the Board before the end of the appointed term, the other Board Members shall co-opt a Member of the Association to serve until the end of the term of office. Art. 9: Meeting of Members At least one Meeting of Members shall be held each year. The Meeting of Members may additionally be convened by the Board between such annual meetings. The Meeting of Members must be convened if this is required by the interest of the Association, or if one fifth (1/5) of the Members make a written request for it to be convened, indicating the purpose or reasons. Art. 10: Convening the Meeting of Members The Meeting of Members shall be convened in writing with a period of notice of four (4) weeks, indicating the agenda. Such notice shall be deemed to have been served on a Member when it has been sent to the last address communicated by that Member. Art. 11: Chairing; Adoption of resolutions by the Meeting of Members The Meeting of Members shall be chaired by the Chairperson, or if he/she is unable to attend by the Deputy Chairperson having seniority by age. The Meeting of Members shall not be public. The attendance of non-Members shall be subject to decision by the Meeting of Members. Motions with respect to the agenda may be submitted by any Member up to two (2) weeks before the Meeting, by written submission to the Board. Acceptance of any requests for the addition of items to the agenda that are submitted only shortly before or during the Meeting of Members shall be subject to decision by the Meeting of Members. The Meeting of Members shall be quorote as soon as it is established that the Meeting was properly convened, and an attendance list is exhibited and at least the majority of the Board Members are present. Every Member shall have one vote at the Meeting of Members. A Member may hold proxy voting right for another member, whereby such proxy is to be issued in writing, separately for each Meeting of Members. However, any one Member shall not hold more than three (3) proxy votes. The voting right of a Member not having paid his/her membership fee for the calendar year preceding the Meeting of Members shall be suspended. With the exception of the cases covered by Articles 14 and 15 of these Bylaws, all decisions of the Meeting of Members shall be made by a simple majority of valid votes cast. Minutes shall be kept of every Meeting of Members, and shall be signed by two Members of the Association. The Minutes shall be sent to the Members of the Association at the latest with the invitation to the following Meeting of Members. Art. 12: Advisory Council The Board shall be entitled to appoint an Advisory Council to advise and support the activities of the Association; the Advisory Council shall act for the purpose of the Association on an honorary basis. The members of the Advisory Council may be Members or non-Members of the Association. The function of the Advisory Council shall be restricted to giving specialist advice to the Board and/or the Meeting of Members. The Advisory Council shall not be entitled to make decisions. Art. 13: Assurance of public-benefit function The funds of the Association shall be used only for the purpose set forth in these Bylaws. The Members shall not receive any benefits or profit shares whatsoever, either for their activities or upon resignation or exclusion. No person shall be benefited by expenditures foreign to the purpose of the Association. In the event of dissolution of the Association or discontinuation of its public-benefit purposes, its assets shall be used for public-benefit purposes and must be distribute to another non-profit organization with similar purposes or to a government entity. Art. 14: Amendments to the Bylaws Motions for amendment to the Bylaws shall be submitted to the Meeting of members for decision, requiring for their adoption a majority of three-quarters (3/4) of Association Members present and entitled to vote. Motions for amendments to the Bylaws shall be announced in writing together with the agenda. Motions for amendments to the Bylaws or for dissolution of the Association cannot be put on the agenda during the Meeting of Members. Art. 15: Dissolution of the Association The Association can be dissolved only by resolution of the Meeting of Members, with a three-quarters (3/4) majority of members present. |