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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.
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