(Translation - not legally binding)
These statutes are governed by the Federal Law of Germany. The members of the TELRI Association e.V. consent to jurisdiction in the Local and Federal courts located in Germany.
§ 1 (Name, Registration, Financial Year)
1) The name of the association is: TELRI Association e.V. ("e.V." = registered association of German civil law), hereafter referred to as "the Association".
2) It will enter in the Register of Associations held in the local court at Mannheim, Federal Republic of Germany.
3) The financial year is the calendar year.
§ 2 (Aims and Purpose of the Association)
1) The purpose of the Association is to set up and maintain a trans-European infrastructure for the development and distribution of written language resources, with the main focus on Central and Eastern Europe. The Association seeks to establish and maintain cooperation between research institutions on a trans-national level and the acquisition, development, and adaptation of language resources as well as providing technical support for these activities.
§ 3 (Non-profit-making Status)
1) The Association is strictly "of public interest" according to § 2 of these statutes and claims the status of an "institution serving charitable purposes" according to the sub-paragraph on "tax-privileged purposes" of the German Tax Code (§§ 51 ff. AO). It is a non-commercial, non-profit-seeking organisation.
2) The Association's resources and funds may solely be used in accordance with this statutes. No profits will be distributed to members or third parties.
3) No person shall receive excessive donations or any payments other than those in accordance with its purposes from the Association's funds. All travel and subsistance allowances have to be based on the German Travel Expenses Code (Bundesreisekostengesetz) unless specified by other laws or regulations.
4) In the case of Ceasement of Membership or liquidation of the Association, no refund will be given on any funds or resources brought into the Association.
5) Any change of the Association's aims and purposes must not inflict the status of he Association as specified in § 3(1) above.
§ 4 (Membership in "Umbrella Organisation(s)")
The Association will become a member of the following umbrella organisation(s):-
§ 5 (Members)
1) Membership is open to either natural or legal persons wishing to either actively or financially support the aims and purposes of the Association.
2) Applications for membership have to be sent in written form to the Executive Board of the Association, who will decide upon the acceptance. The members of the Executive Board and the Founding members of the Association have the right to veto. In case of a negative decision the applicant is entitled to present the case in the next General Assembly, whose decision will be final.
3) The membership ceases with resignation, expulsion, or death of a member, or, in case of legal persons, by loss of their body corporate. Resignations or expulsions are only valid if announced in written form.
4) A member may be expelled following the decision of the Executive Board as a result of actions against the interests of the Association or if no longer fulfilling the legal requirements for membership.
5) In case of an expulsion, the member is entitled to present the case in the next General Assembly, whose decision will be final. All further rights and obligations of the member will be suspended until the next General Assembly following the expulsion.
§ 6 (Bodies of the Association)
Bodies of the Association are a) the General Assembly, b) the Executive Board
§ 7 (General Assembly)
1) Every member is admitted to and is holding one vote in the General Assembly.
2) The General Assembly is to meet at least once a year upon written notice of the Executive Board. The invitation and agenda is to be circulated by the Executive Board at least 4 weeks in advance of the proposed date.
3) Extraordinary General Assemblies have to be held by the Executive Board within 6 weeks upon receipt of a written request signed by at least 10 percent of all members. This request must contain the agenda topics to be discussed.
4) Proper course of the invitation provided, the General Assembly will have a quorum regardless of the number of attendants. The attendants will elect among themselves an Assembly Monitor for the duration of the meeting. Unless decided otherwise by the attendants, voting will be done by show of hands, with a simple majority. In the event of a tie of votes, the relevant petition is to be considered as rejected.
5) In difference to 4), a majority of 3/4 of the votes of the General Assembly and also a simple majority of the votes of all members is needed for decisions concerning the content of the Statutes of the Association or its liquidation.
§ 8 (General Assembly: Responsibilities)
1) The attendants of the General Assembly will elect among themselves the Executive Board of the Association. Voting will be done by ballot, with a simple majority.
2) The General Assembly may vote out the Executive Board. In difference to 1), this action requires the simple majority of the votes of all members.
3) In accordance with § 5, 5) the General Assembly will decide upon any requests from members concerning the expulsion of a member.
4) The General Assembly receives both the Executive Board's and the Financial Auditor's Annual Reports and gives formal approval of the accounts.
5) The General Assembly decides upon the Financial Breakdown which is to be submitted annually by the Executive Board.
6) Any decisions concerning changes of the Statutes or the liquidation of the Association have to be approved by the General Assembly.
7) The General Assembly will nominate a Financial Auditor who is to be granted access to all financial records and documents of the Association.
8) The General Assembly may decide on any other issues submitted for decision by the Executive Board or any other member of the Association.
§ 9 (Executive Board)
1) The Executive Board consists of five members. Election period is two years. Re-election is possible.
2) The Executive Board will elect among themselves a Chairperson and a Deputy. Re-election is possible.
3) The Executive Board will decide any issues except those within the responsibility of the General Assembly, whose decisions it will execute.
4) The Executive Board will adjourn upon request by one of its members upon arrangement with the other members. It has quorum as long as at least three of its members are attending the Executive Board meeting. Decisions will be taken by simple majority. Tied votes equal rejection. Decisions may also be taken in written, telephone, or electronic form if the majority of the Executive Board members are in favour of such procedure.
5) The Chairperson and the Deputy will independently and equally represent the Association both judicial and extra-judicial. The Chairperson or the Deputy may only have access to the Association's account together with another member of the Executive Board.
6) Upon official decision the Executive Board may appoint an Executive Secretary as employee according to § 30 BGB ("Bundesgesetzbuch"; German Federal Law) who will be responsible for the day-to-day management of the Association and will be the superior of the Association's employees. Decisions concerning employment contracts, dismissals, applications for membership, and expulsions are left to the Executive Board.
7) The Executive Secretary has the obligation to attend the General Assembly, and the right and, upon request by the Executive Board, the obligation, to attend the meetings of the Executive Board. He/she has the right of speech at all meetings and is liable to render account to the bodies of the Association.
8) The Executive Board has the right to alter the Statutes of the Association if these alterations are requested by financial, juridical, or other supervising authorities in order to comply with formal regulations. Any alterations of Statutes have to be reported to the next General Assembly
§ 10 (Minutes)
Minutes will be taken from all decisions of the Executive Board and the General Assembly and will be made available to all members.
§11 (Collective Agreements)
Salaried staff of the Association will be employed according to the German Federal Statutory Salary Scale (Bundesangestelltentarif BAT-VKA) and its annexes as amended by he local authorities at the day of the contract.
§ 12 (Funding)
1) The Association will receive its financial and material funds by:
a) remunerations in exchange for activities in the compilation/processing/validation of language resources,
b) subsidies granted by the State, municipal authorities, the European Communities, and other institutions of the public domain,
c) membership fees (amount to be specified by the General Assembly),
e) other contributions, e.g., resulting from joint ventures with industrial or academic institutions
2) In the case of liquidation of the Association or changes of its Statutes affecting its Aims and Purposes, the Associaton's property may only be released for tax--privileged charitable purposes. All decisions on the future use of the Association's property are subject to approval by the tax authorities.
§ 13 (Entry into Force)
This Statutes will enter into force following the registration of the Association in the Register of Associations. 7
|© TELRI, 15.9.1999|