Constitution

ARTICLES OF ASSOCIATION FOR THE EUROPEAN BUSINESS CIRCLE

§1 Name and Domicile

(1) The association bears the name Europäischer Wirtschaftskreis e.V. or European Business Circle.

(2) The association has its domicile in Bonn, Bad Godesberg and is entered in the Register of Associations held by Bonn Local Court.

§2 Purpose

(1) The European Business Circle is an information circle comprising entrepreneurs and management staff from the business and political sectors. As a non-party and interdisciplinary network, the circle provides impulses for an intensified cooperation between Germany and other European countries. The European Business Circle is cosmopolitan and always interested in everything which is new.

(2) The association operates in a selfless way and is predominantly a non-profit organisation.

(3) Association funds are only to be used for the purposes stipulated in the Articles of Association. The members do not receive any allowances from association funds.

(4) No person may benefit from expenses that are beyond the association’s purposes or from disproportionate remunerations.

§3 Membership

(1) Any natural person and legal entity, including unincorporated societies can become members of the association. The board of management passes resolution on the membership application by a simple majority of the votes cast. The board of management does not have a duty to inform the applicant of grounds for the refusal.

(2) The association has active and sustaining members (ordinary members) in addition to honorary members. Active members are members who actively participate in the association; sustaining members are members who are not directly active within the association, but who promote and support the purposes and objectives of the association in a suitable manner. The board of management can declare that members who have rendered outstanding service to the association in a special way are to be honorary members. Honorary members are exempted from paying the membership fee but have the same rights and obligations as ordinary members and can especially participate in all of the meetings and conferences.

(3) The membership commences on the date of the written membership declaration.

(4) Each of the members has the right to comment on all matters affecting the association, submit motions or suggestions to the association organs in this respect and to cooperate in the making of decisions; elect the chairman and the board of the association and also be elected or be appointed to association functions himself or herself; be invited to all of the association events and participate therein and purchase association publications with preference.

(5) The membership is terminated by death, leaving, exclusion or cancellation. The member can leave the association at all times and it must be declared to the board of management in writing.
If a member is in arrears with the annual membership without good reason, his or her membership will be cancelled after expiry of the second payment demand.
If serious grounds are given, the board of management can issue a written order that as member is to be excluded, this must be applied for by a minimum of two members and the grounds must be stated.
The member concerned is to be heard before a decision is made. The next members´ meeting makes a decision on an objection lodged against the exclusion. The membership is suspended until such a decision is made.
Upon termination of the membership, irrespective of the grounds, all of the entitlements founded by the membership are deleted. A refunding of contributions, donations or other support benefits is excluded. The association's entitlement to the payment of membership fee arrears is not affected.

§4 Organs

The organs of the association are:
a) The general meeting
b) The executive committee.

§5 General meeting

(1) The general meeting receives the executive committee report and passes a resolution on it; it discusses the work plan; it decided on motions and objections; it elects the chairman and the other members of the executive committee in addition to the internal auditor for duration of three years and in separate ballots. A re-election is possible. General meetings should be held in connection with events which correspond with the purpose of the association.

(2) The members convene for a general meeting at least every three years. An extraordinary general meeting can be convened upon resolution of the executive committee or if a quarter of the members demand this in writing, stating the grounds and the purpose.

(3) The voting right can only be exercised in person at the general meeting. The members have a duty to supporting the association and the purpose of the association in a correct matter, including in public.

(4) The executive committee can request that the members provide written approval to necessary decisions between two meetings.

(5) Each of the members should be invited to meetings in writing at least four weeks in advance - an invitation by email suffices. The planned agenda is to be notified.

(6) The general meeting passes resolutions with a simple majority of the members present; amendments to the Articles of Association require a two-thirds majority. A minimum of two-thirds of all of the members can resolve dissolution of the association.

(7) Resolutions adopted by the general meeting are to be signed by the chairman and the keeper of the minutes.

§6 Executive committee

(1) The executive committee comprises:
a) the first chairman
b) the vice-chairman
c) the third chairman or treasurer
d) and up to ten members of the advisory council

(2) The executive committee runs the association in accordance with the Articles of Association and the resolutions adopted in accordance with the Articles of Association.

(3) The executive committee passes resolutions with a simple majority of the board members who are present. If there is a tie, the first chairman has the casting vote.

§7 Management

(1) The first chairman is the chairman within the meaning of § 26 BGB (German civil code). The first chairman represents the association externally and in legal transactions. He convenes the boar meetings and the members´ meetings and also presides over them. The chairman is bound by the resolutions passed by the general meeting and the executive committee in the administration of his office.

(2) The vice-chairman acts by order of the chairman and is to account to him or her. He coordinates the realisation of the resolved tasks and organises the preparation of the executive committee meetings and general meetings.

(3) The treasurer administers the association's finances, prepares the balance sheet and plans income and expenditures. He is at all times to account to the complete board of management.

(4) The business year is deemed to be the calendar year.

§8 Finances

(1) The association's funds normally come from membership fees, donations, income from public events, proceeds from the sale of its own publications and from promotional funds.

(2) There is an annual membership fee, which is defined by the general meeting of members. The membership fee is payable each February and is due in the first quarter after first joining the association.

(3) The association accepts monetary donations, gifts or bequests which serve to promote the purpose of the association. It recognises especially generous donations in a reasonable form.

(4) The association's financial funds are only to be spent for the purposes stipulated in these Articles of Association. Members who have incurred expenses as a result of their voluntary activity for the association, are entitled to reasonable recompense.

(5) In the case of the association being dissolved or purposes which are subjected to tax relief no longer being applicable, the assets are to be put to purposes which are subjected to tax relief. Resolutions pertaining to the use of the assets are only to be passed after the approval of the Inland Revenue Office.

Bonn, dated 30 November 2009