Articles of Association

§ 1 Name and headquarters

The Association has the following name: International Board of Economics and Business Knowledge (IBEBK), headquartered in Cologne, Germany. The Association will be entered into the Association Register.

§ 2 Financial year

The financial year is the calendar year.

§ 3 Purpose of the Association

The purpose of the Association is exclusively and directly not-for-profit as defined in the section “Steuerbegünstigte Zwecke” [“Tax-privileged purposes”] of the German Tax Code. The purpose of the Association is the promotion of science and research, as well as public and professional education and training, in particular with regard to international economic education and training.

The purpose stated in the Articles of Association is realised in particular by means of the holding of scientific events and execution of research projects, the awarding of research commissions and the assumption of ideal sponsorship of training possibilities.

§ 4 Disinterested activity

The Association acts disinterestedly; its priority is not to pursue its own economic aims.

§ 5 Use of resources

The Association’s resources may only be used for purposes in accordance with the Articles of Association. The members do not receive any allowances from Association funds.

§ 6 Prohibition of preferential treatment

No person will receive preferential treatment in the form of expenses that are outside of the purpose of the Association or by means of disproportionately high remuneration.

§ 7 Acquisition of membership

Association members can be natural persons or legal entities. The membership application must be submitted in writing. The Board of Directors will decide on membership applications. If membership is refused, no reason need be stated, but the applicant may call on the general meeting of members of the Association, which will then make a final decision.

§ 8 Termination of membership

Membership will end as a result of resignation, exclusion, or death, or dissolution of the legal entity.

Resignation will be performed by means of a written announcement to a member of the Board of Directors authorised to represent the Association and may be submitted at any time. Contributions paid will not be refunded. A member may only be excluded on important grounds. Important grounds include in particular behaviour that is damaging to the goals of the Association, the infringement of obligations under the Articles of Association or contributions that are overdue for at least one year. The Board of Directors will decide on exclusion. The member will be able to call on the general meeting of members of the Association with regard to the exclusion. The member must inform the Board of Directors of its intention to do this in writing within one month. The general meeting of members will make a final decision within the Association. The member will retain the right to examination of the measure by means of reference to the ordinary courts.

§ 9 Contributions

The members are charged contributions. The level of the contributions and the time when they are due is determined by the general meeting of members.

§ 10 Bodies of the Association

The bodies of the Association are: the meeting of members and the Board of Directors.

§ 11 General meeting of members

The general meeting of members is the senior body in the Association. Its duties include in particular electing and deselecting the Board of Directors, approving the actions of the Board of Directors, receiving reports from the Board of Directors, fixing contributions and the time when they are due, drafting resolutions on the amendment of the Articles of Association, drafting resolutions on the dissolution of the Association, deciding on the acceptance or exclusion of members in appeal cases, as well as other tasks that arise under the Articles of Association or the law. An ordinary general meeting of members takes place in the first quarter of each financial year. The Board of Directors is obliged to call an extraordinary general meeting of members if at least one-third of the members request this in writing, stating their reasons. The meeting of members is convened with a week’s notice in writing or in electronic form (e-mail), stating the agenda. The notice period begins on the day following the day when the invitation is sent. The agenda is to be added to if a member applies in writing for this to be done at the latest one week before the meeting date specified. The addendum is to be announced at the beginning of the meeting.   Applications for the deselection of the Board of Directors, the amendment of the Articles of Association and the dissolution of the Association which were not received with the invitation to the meeting of members cannot be decided upon until the next meeting of members. The meeting of members is authorised to make decisions irrespective of the number of members that attend. The meeting of members is chaired by a Member of the Board of Directors. At the beginning of the meeting of members, a secretary must be chosen. Each member has one vote. Voting rights can only be exercised personally or on behalf of a member upon presentation of a written representation authorisation. Ballots will be decided by a simple majority of the votes cast. Amendments to the Articles of Association and the dissolution of the Association can only be resolved upon with a majority of 2/3 of those members present. Abstentions and invalid votes are disregarded. Minutes are to be taken of the decisions taken by the meeting of members, which are to be signed by the Chairman or another Member of the Board of Directors and by the secretary.

§ 12 Board of Directors

The Board of Directors as defined in § 26 of the German Civil Code (BGB) will consist of at least two persons. One of these members will be elected as Chairman and another as his deputy. They represent the Association both in and out of court. Two Members of the Board of Directors represents the Association jointly. The Board of Directors is elected by the meeting of members for a term of three years. Members of the Board of Directors must be members of the Association. Re-election is permitted. A Member of the Board of Directors will remain in office until a new Member of the Board of Directors is elected. When membership of the Association is terminated, function as a Member of the Board of Directors will also end.

§ 13 Dissolution of the Association

  1. The Association may be dissolved by means of a resolution by the meeting of members of the Association.
  2. Liquidation will be performed by the Board of Directors.
  3. If the Association is dissolved or if its previous tax-privileged purpose no longer exists, its assets will pass to the Association “Freunde und Förderer der Fakultät für Wirtschaftswissenschaften der Fachhochschule Köln e.V.”, which is to use the assets as defined in these Articles of Association directly and exclusively for not-for-profit purposes.
Cologne, 28.04.2010

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