Articles of Association
§ 1 Name, Headquarters, Financial Year
The association bears the name „European Society of Gene and Cell Therapy “. It shall be registered in the register of associations; after the registration the name shall be „Europäische Gesellschaft für Gen- und Zelltherapie e.V.”
The headquarters of the association is located in Heidelberg.
The financial year of the association is the calendar year.
§ 2 Objective of the association, non-profit status
The association pursues exclusively charitable purposes within the meaning of the “tax-privileged purposes” of the AO (German General Fiscal Code).
The objective of the association is the promotion of science and research.
The purpose is achieved through scientific and educational activities, in particular through measures aimed at the promotion and the exchange of information and ideas with regard to gene therapy, cell therapy, genetic vaccination, the encouragement of research fields and clinical applications.
Furthermore, the statutory purpose is achieved through the collaboration with other scientific and medical associations, universities and other organizations with related interests.
§ 3 Non-Profit objectives of the association
The association is wholly dedicated to charitable activities; it does not pursue economic objectives in the first place.
§ 4 Use of Funds
Funds may only be used for statutory purposes. Members do not receive any benefits out of the funds of the association.
§ 5 Ban of special privileges
No person shall benefit from expenditures that are not related to the purpose of the association or from disproportionately high allowances.
§ 6 Membership in the Association
Active membership in the association is open to any individual who has reached the age of 18.
Supporting members of the association may be any natural or legal person.
At the proposal of the Board, the General Meeting may appoint honorary members for life.
Candidates for membership must complete a written application or application through a corresponding online application form, which must be addressed to the Board of Directors.
The Board decides on the application at its discretion. The Board is not obliged to inform the applicant about the reasons for a rejection.
Persons, who have rendered special services in the field of activity of the association, may become honorary members. Honorary members are exempt from the obligation to pay the membership fee.
Student members of the association a reduced membership fee may be fixed. Detailed fee arrangements are specified in the contribution regulations.
§ 7 Termination of the membership
The membership is terminated by death, suspension, deletion from the membership register or resignation from the association.
In order to resign a member has to send a written statement to a member of the Board. The resignation can only be declared at the end of a financial year. A notice period of two months applies.
A member may be suspended by resolution of the Board, in case the member is still in arrears with the membership fees despite two written reminders. The suspension may only be decided two months after sending the second reminder, including the warning of suspension. The decision of the Board on the suspension must be disclosed to the member.
A member may be suspended by resolution of the Board of the association, if the member culpably and grossly violated the interests of the association. Before the decision the Board must give the member an opportunity for oral or written statement. The decision of the Board must be explained in writing and sent to the member. The member may file an appeal against the decision to the General Meeting. The notice of appeal must be filed within one month after the receipt of the decision with the Board. The General Meeting takes the final decision regarding the suspension at its next meeting.
§ 8 Membership fees
Annual contributions by money payments are collected by the members of the association.
The annual contributions are due for payment until 31 March of each calendar year. Their amount is determined by the General Meeting. For student members, a reduced fee shall be fixed.
Honorary members are exempt from the obligation to pay contributions.
In appropriate cases, the Board may waive or defer the fees and contributions completely or partially.
§ 9 Organs
Organs of the association are the Board and the General Meeting.
§ 10 The Board of Directors
The Board of Directors of the association as defined by § 26 BGB (German Civil Code) consists of the Chairman, the Vice-Chairman, the Treasurer and the Secretary. The extended Board of Directors consists of eight additional members.
The Chairman and Vice-Chairman are appointed for two years and are not eligible for reappointment for the same office.
The other members of the Board of Directors are appointed for three years and can stand for office for another term. A member can be on the Board of Directors for a maximum of seven years.
The association is represented by two members of the Board. The Chairman, the Vice-Chairman, the Treasurer and the Secretary are authorized to represent the association.
The Board of Directors shall be liable for damage caused to the association while carrying out its obligations only in case of intent or gross negligence.
§ 11 Responsibilities of the Board
The Board is responsible for all affairs of the association, unless they are transferred to another organ of the association by the statutes of the association. It is responsible for the following tasks:
a) Preparation and convening of the General Meeting and agenda management,
b) selection of the auditor,
c) implementation of decisions of the General Meeting,
d) budget preparation, accounting preparation of the annual report,
e) decisions regarding the admission of members,
f) the Board of Directors shall be elected by the General Meeting for a period of three years from the election on. It remains in office up to the election of the new Board of Directors. Each board member is to be elected separately. Only members of the association can be elected as executive board members. With the termination of the membership of the association, the office of a board member shall end, too,
g) in case a council member resigns ahead of time, the Board may select a successor for the remaining term.
The General Assembly may, taking into account the special requirements of the non-profit law, decide to pay a reasonable allowance as monetary compensation for the temporal and material expenses to members of the Board.
§ 12 Meetings of the Board of Directors
The Board shall decide in meetings convened by the Chairman, in his absence, by the Vice-Chairman. The agenda does not need to be announced. The notice period is ten days, beginning with the day following the mailing.
The Board is competent to pass a resolution if at least four of its members are present. When taking decisions, the majority of valid votes decide; in the event of a tie vote the vote of the Chairman, or in his absence, the vote of the Vice-Chairman is decisive.
The Board may decide in writing, in case all members agree. The Board meets at least twice a year.
§ 13 General Meeting
Every active member of age has one vote in the General Meeting. Another Member can be authorized to exercise the right to vote by written authorization. The authorization shall be granted for each General Meeting separately. One member may not represent more than three other members in a vote.
Supporting members are entitled to attend the ordinary General Meeting, but shall have no voting and speaking rights.
The General Meeting is responsible for the following affairs:
a) approval of the budget prepared by the Board of Directors for the next financial year, receipt of the Board’s annual report, formal approval of the Board,
b) determination of the membership fee,
c) selection and dismissal of the members of the Board of Directors,
d) resolution on amendments of the statutes and the dissolution of the association,
e) resolution on the appeal against a decision of suspension made by the Board of Directors,
f) appointment of honorary members.
§ 14 Ordinary General Meeting
The Ordinary General Meeting is held annually. It is convened in writing or via e-Mail by the Board of Directors including the agenda and granting a notice period of one month. The notice period begins with the day following the mailing of the letter of invitation. The letter of invitation is considered as received by the member if it is sent to the last known address or e-Mail-address, submitted in writing by the member. The agenda is determined by the Board.
Any member may send a written request to the Board by mail or e-Mail asking for an amendment to the agenda. In order to be effective such request must be received by the board two weeks before the General Meeting at the latest. The Chairman has to announce the addition one week before the beginning of the General Meeting at the latest.
The General Meeting decides on additions to the agenda, which are requested during the General Meeting. Requests for urgency in order to change the articles of this association or to dissolve this association are inadmissible.
§ 15 Extraordinary General Meeting
An extraordinary General Meeting shall be convened by the Board according to the interests of the association or if 1/10 of the members send a written request to the Board of Directors, stating the purpose and reasons of the request.
§ 16 Implementation
The General Meeting is chaired by the Chairman, in his absence, by the Vice-Chairman or the Treasurer. In case no board member is present, the meeting is chaired by another member. The appointed chairman determines a recording secretary.
The General Meeting shall decide by simple majority of the valid votes cast. Abstentions are classified as invalid votes. A majority of 3/4 of the votes cast is required in order to amend the statutes and 9/10 of the votes cast to dissolve the association. The objectives of the association can only be changed by an approval of 9/10 of the votes of all members.
In elections the person with more than half of the valid votes cast is elected. In case nobody has won more than half of the valid votes cast, then a second ballot takes place between the two candidates with most votes. This election is won by the candidate receiving most votes. In case the two candidates receive the same number of votes, the vote of the chairman is decisive.
Resolutions of the General Meeting are documented in a protocol, which shall be signed by the respective secretary.
Without a General Meeting, elections can be held in writing, following a special election procedure, conducted by the Board. The validity of elections according to the written procedure requires the participation of at least one quarter of the members. Otherwise the foregoing applies.
§ 17 Dissolution of the association
In a General Meeting the dissolution of the association can only be decided by a majority of 9/10 of the valid votes cast.
Unless the General Meeting decides otherwise, the Chairman and the Vice-Chairman are jointly authorized liquidators.
With the dissolution of the association or with loss of the tax-privileged purposes, the association’s assets will be transferred to a public corporation or to another tax-privileged corporation using it for the promotion of science and research.
§ 18 Legally effective version
Only the German version of these statutes is legally effective. The English version is for information only. For the complete German version please see HERE.