Articles of Association


§ 1
Name, Headquarters

1. The "Association of German-Speaking Professional Genealogists" (from hereon referred to as the Association) is based in Berlin and registered in Berlin, Germany at the Amtsgericht Charlottenburg.

2. The business year is the calendar year.

§ 2 Purpose

1. The purpose of the Association is to encourage the professional standing of professional genealogists, in particular:
- to encourage the exchange of information and collaboration between professional genealogists,
- to make possible the training and further qualification of professional genealogists and to contribute to a high level of qualification among professional genealogists,
- to help ensure that the profession of professional genealogist is highly perceived in the public eye,
- to contribute to a uniform professional image in the public eye,
- to represent the members in relation to the public,
- to support
the individual members in cases of disagreement which are of general concern to the profession,
- to generally enhance the prestige of genealogy as a historical ancillary science.

2. The Association is a non-profit organisation; it is not its primary goal to achieve financial gain for itself.

3. Any financial means or profit of the Association may only be used for the purposes set out in the Articles of Association. Members do not receive an allowance from the financial means of the Association. The members have no claim to any possible means the Association may accrue, neither on withdrawal of membership nor on the dissolution of the Association.

4. The Association my not pay any other person unreasonably high fees for services, or pay them at all for services which do not contribute to the purposes of the Association.

§ 3 Membership

1. Any individual may be a member of the Association. The Association may also take on sponsoring members who are not entitled to vote. Sponsoring members may also be legal entities.

2. The condition for membership is that the prospective member must earn (part of) their income through fees for genealogical research for a third party.

3. The board decides on applications for membership. Refusal of application, which requires a reason, may be appealed within one month of receipt and will be considered at the general meeting, which then makes the final decision. Acceptance of application requires a majority vote of the members present at the general meeting.

4. Withdrawal of membership requires written notice, which must reach the board by 30 June, and takes effect at the end of that calendar year.

5. Membership is cancelled by death or expulsion. Reasons for expulsion are gross violations against the interests of the Association or against the “Professional Rules of Conduct” set out by the Association.

6. The board decides on a case of expulsion. Appeal may be made to the general meeting within one month of receipt. The general meeting makes the final decision. The expulsion is valid at the end of the one-month appeal period or after the final decision of the general meeting. An expulsion requires a majority of two-thirds of the votes of the members present at the general meeting.

7. The responsibility for paying membership fees ends at the end of the calendar year in which withdrawal of membership is effective.

§ 4 Rights and Duties of Members

1. The members are obliged to support the interests of the Association and to pay the set membership fees and contributions.

2. The yearly membership fee is due by the 1 January of that year. The amount due is fixed at the general meeting in the previous year.

§ 5 Committees

1. The general meeting or the board may decide to set up permanent or temporary committees for special circumstances. The members of the committee will be named by a panel put together to set up the committee. The committee members choose a head of the board and a deputy from amongst themselves. Committees can give themselves rules of procedure when the set-up panel agrees.

2. The committees are obliged to keep members informed and up to date with their activities.

3. Every member of the board has the right to take part in a committee meeting in an advisory role.

§ 6 Organs

The organs of the Association are:
1. the general meeting,
2. the board.

§ 7 General Meeting, Convocation, Voting Rights and Procedure

1. The general meeting makes decision for all matters of the Association.

2. In the general meeting every member, apart from supporting members ("Fördermitglieder"), has one vote. A member who is present at the meeting can represent (and vote in the place of) a maximum of two absent members, if written proof of delegation is given to the board.

3. The general meeting is called and headed by the chairman of the board, or one of his deputies if the chairman is prevented from coming.

4. If the chairman of the board and the deputy refuse to call a general meeting, any member of the board can call and head a general meeting.

5. All members are to be informed in writing of a general meeting at least four weeks beforehand. The agenda and details of any proposed motions are to be included.

6. At least one annual general meeting is to take place, whenever practicable, at the time of German Genealogy Day ("Deutscher Genealogentag").

7. Extraordinary general meetings are called: on the decision of the board, or, if at least one fifth of the members calls for an extraordinary general meeting in writing, or, by a committee appointed by the general meeting or the board.

§ 8 General Meeting, Contents

1. The agenda of the ordinary general meeting must contain the following points:
   1.
Acceptance of the annual report of the board.
   2.
Acceptance of the controlled annual accounts.
   3.
Passing of the resolution to dismiss the board.
   4.
Voting in of the board.
   5.
Passing of the resolution for the budget for the current year as well as the fixing of membership fees and contributions.
   6.
Passing of resolutions for any proposed motions.

2. Proposed motions, which have been received by the board at least eight weeks before the date of the general meeting, must be included in the agenda.

§ 9 General Meeting, Procedure

1. Unless otherwise stated in these Articles of Association the general meeting passes resolutions and votes with a simple majority of the members entitled to vote, both present and those represented.

2. Passing resolutions about motions which were proposed too late to be included into the regular agenda requires a majority of three quarters of the members entitled to vote, both present and those represented.

3. Passing resolutions about changes to the Articles of Association or to dissolve the Association are only permitted if the proposed motions have been received by the members together with the agenda. Moreover, passing resolutions about changes to the Articles of Association or to dissolve the Association requires a majority of three quarters of the members entitled to vote, both present and those represented; in addition, passing a resolution to dissolve the Association requires the attendance or delegated representation of at least half of the members.

4. If the number of members entitled to vote, both present and those represented, is not sufficient to pass a resolution to dissolve the Association, then a second general meeting can be called according to procedure giving all members at least four weeks notice in writing. The second general meeting requires a majority of three quarters of the members entitled to vote, both present and those represented in order to pass the resolution to dissolve the Association.

5. Voting is done with an open ballot. A secret ballot will be taken if a member present calls for this method of voting. The ballot is to be supervised by a voting committee, which is to be made up of the three oldest members present.

6. A written form of ballot of the members without calling a general meeting is possible, and is seen in the sense of these Articles of Association as a passing of a resolution by the general meeting, unless at least one fifth of the members contradict this. It is only then possible if the proposals to be voted on have been set out in detail in writing and sent to all members and every member has had at least four weeks to reach a decision. The decisions must be received by the board in writing.

§ 10 Board, Duties

1. The board leads the Association according to the Articles of Association and the resolutions passed by the general meeting. The board decides the guidelines to fulfil the duties of the Association. The board is responsible for the overall conception and public relations.

2. The work of the board can be appropriately remunerated, whereby the remuneration is not allowed to be unsuitable. The members of the board receive a suitable return of their proven travel expenses or other expenses on behalf of the Association.

3. The Association is represented in court and legally by the chairman of the board or by two members of the board.

4. The area of duties of the board includes:
    1.
Applications for and withdrawal of membership (§ 3),
    2.
the manning of committees which have been formed by the board and the overseeing of all activities of all committees (§ 6),
    3.
the fixing of advances from membership fees and contributions,
    4.
the collecting of membership fees and contributions,
    5.
the production of the annual accounts and the estimated costs of the Association,
    6.
the calling of the ordinary and extraordinary general meetings as well as the setting down of the agenda,
    7.
the employment of freelance or permanent staff, as long as the contracts are terminable at three months notice.

5. The board has the right to invite persons who appear suitable to its meetings, although they have no entitlement to vote.

§ 11 Board, Procedure

1. The board is made of a chairman of the board and two deputy chairmen.

2. The board is voted in for one year at the general meeting and remains until dismissed or re-voted in. The members of the board may be dismissed on serious grounds before the end of the term of office.

3. The board makes its decisions on the base of a simple majority. If there is no majority the head of the meeting has the decisive vote. The board is able to make decisions if a meeting is called by the chairman or, if this is not possible, by the deputy chairman with at least one weeks notice and if more than half of the board members are present.

4. § 9 Paragraph 6 is also applicable for meetings of the board, although in this case there is no set notice required.

§ 12 Management

1. The incumbent business manager is the Chairman of the Board or a member of the board chosen by the board.

2. The board can ask for support from a manager. The manager as well as any employee of the office is required to provide the utmost discretion in matters affecting the association. The manager is bound to follow the orders of the board. He takes part at meetings and processes of the board in an advisory capacity.

§ 13 Minutes

1. The general meeting, the meetings of the board and the committee meetings are to be documented by way of minutes, which need to be signed by the taker of the minutes and the chair of the meeting. The documented minutes are to be held in the office of the Association for at least five years. Every member has the right to view the documents in the office.

§ 14 Dissolution

1. If the association is dissolved or abolished or if the present purposes no longer exist then any financial means are bequeathed to the Deutsche Zentralstelle für Genealogie (German Centre for Genealogy) in Leipzig, Germany and to be used directly and exclusively for the charitable purpose of encouraging and supporting Genealogy.

These Articles of Association were set out in the founders' meeting on 12 September 1992.