Articles of Association

1   Name, Registered Office, Fiscal Year

1.1         The Association bears the name “Council for the Lindau Nobel Laureate Meetings”. It is listed in the register of associations (Vereinsregister) of Kempten District Court (Amtsgericht Kempten) under the register number VR30256.

1.2         The Association’s registered office is in Lindau (Lake Constance).

1.3         Its fiscal year corresponds to the calendar year.

2   Purpose of the Association

2.1         The purpose of the Association is to promote the sciences in the fields of teaching, research, education, culture and international understanding, in particular through the organisation of annual international meetings of Nobel Laureates incorporating a programme of scientific lectures.

Above all, these conferences serve as a platform for intergenerational scientific dialogue with highly qualified young scientists selected on the basis of stringent academic criteria. The conferences also provide an opportunity for young students and the scientists of tomorrow from all over the world to interact with Nobel Laureates. In this spirit, the Association is dedicated to issues including working with Lindau alumni, scientific communication and the creation of a modern offering for scientific education, including to support future generations of young scientists.

Attainment of these goals is also assisted by the formation of circles of friends at the Lindau Meetings, which serve in particular to support young scientists and former participants.

In realising its purpose, the Association considers guidelines arising from conferences, such as Mainau Declaration 2015 on Climate Change, as well as other associated issues that serve the greater good.

2.2         The Association is altruistic by nature; first and foremost, it is a non-profit organisation. The Association’s financial assets may only be used for the purposes laid down in these statutes.

Members shall not receive remuneration from the Association’s financial assets. Nobody shall benefit from any expenditure that is not in keeping with the purposes of the Association or from disproportionately high remuneration.

2.3         The Association shall therefore solely and directly pursue non-profit purposes within the meaning of chapter concerning “Tax-Privileged Purposes” (Section 51 et seq.) of the German Fiscal Code (AO 1977), as amended.

3   Membership

3.1         The Association has ordinary and corresponding members. The maximum number of ordinary members is limited to 15.

Ordinary members of the Association must be natural persons. Ordinary membership may be granted by the Board following a resolution passed by the General Meeting, whereby a two-thirds majority of the valid votes cast is required. Ordinary membership is formally granted upon issuance of a written declaration of accession.

3.2         Individuals who act in the interests of the Association’s goals may be granted corresponding membership by the Board following a resolution passed by the General Meeting, whereby a two-thirds majority of the valid votes cast is required. Corresponding membership is formally granted upon issuance of a written declaration of accession. Corresponding members may attend the General Meeting in an advisory role.

3.3         Membership is granted for a period of five years. Members may be re-elected, including on multiple occasions.

Membership ends either upon death, resignation in the form of a written declaration submitted to the Board (at any time), the end of the elected term, or upon exclusion from the Association.

Members can be excluded due to gross violation of the Association’s legitimate interests by means of a resolution passed by the General Meeting, whereby a two-thirds majority of the valid votes cast is required.

Excluded members have no claims to the Association’s assets.

3.4         Individuals who have rendered outstanding services to the Association may be appointed Honorary Presidents for life following a resolution passed by the General Meeting, whereby a two-thirds majority of the valid votes cast is required.

3.5         Members perform their duties in a voluntary capacity. Appropriate remuneration may be provided at arm’s length for duties that can also be performed by third parties, subject to a prior resolution applicable either generally or in a specific case.

Members and invited guests are entitled to reimbursement of reasonable expenses.

4   Membership Fees

Members shall not be charged membership fees.

5   Bodies of the Association

The Association’s bodies are

a) the General Assembly and
b) the Board.

6   General Assembly

6.1         The General Assembly is responsible for the following matters:

a) adopting resolutions regarding the granting of ordinary or corresponding membership to natural persons;
b) adopting resolutions regarding the exclusion of members;
c) adopting resolutions regarding the appointment of an Honorary President;
d) accepting the Board’s statement of accounts;
e) accepting the cash management report;
f) discharging the Board;
g) approving the budget drawn up by the Board for the next fiscal year;
h) electing and dismissing members of the Board;
i) adopting resolutions regarding motions to be put to a vote;
j) adopting resolutions regarding amendments to the Statutes;
k) adopting resolutions regarding the dissolution of the Association;
l) adopting resolutions regarding the right to representation of liquidators, and
m) adopting resolutions regarding the use of the Association’s assets in accordance with Section 9 Para. 3.

6.2         The General Assembly convenes as deemed necessary, but at least once per year. It is convened by the Board, subject to two weeks’ written notice, stating the agenda, time and the location of the meeting. Ordinary members have the right to submit motions and complementary items for the agenda in writing. The Board determines the agenda.

The General Assembly may also be convened upon request by at least one third of ordinary members, specifying the purpose of the meeting and the agenda.

6.3         The General Assembly is chaired by the Chairperson of the Board – or, in the event that the Chairperson is unable to attend, by one of the Vice-Presidents. If all members of the Board are unable to attend, the General Assembly must appoint one attending member to chair the Meeting.

6.4         The General Assembly is deemed to be quorate when members have been invited in due time and at least one third of ordinary members are present. Each ordinary member is entitled to one vote. Resolutions are adopted through a simple majority of valid votes cast, insofar as the Statutes do not stipulate otherwise. Abstentions are disregarded in vote counts. In the event of a tied vote, the vote cast by the person in charge of the Meeting is decisive.

6.5         Amendments to these Statues require a two-thirds majority of all votes of all members of the General Assembly eligible to vote. Resolutions regarding any amendments to the Statutes with implications for the Association’s non-profit status require the approval of the relevant Tax Office (Finanzamt) in order to become legally effective.

6.6         An ordinary member may transfer their vote to another ordinary member in writing for the purpose of a specific General Assembly or in relation to specific items on the agenda at a General Assembly. An ordinary member may only accept one transfer of another member’s vote.

6.7         Minutes must be kept documenting the outcomes of the General Assembly; these minutes must be countersigned by the person chairing the Meeting and by an appointed keeper of the minutes, who does not have to be a member of the Association.

6.8         Proceedings should take place in person. However, the Board may invite members to participate and cast votes electronically.

Resolutions – with the exception of resolutions regarding the dissolution of the Association pursuant to Section 8 Para. 1 – may be submitted through corresponding teleconferencing, videoconferencing or other arrangements or in writing; votes must be cast in writing. This requirement of the written form is satisfied by fax, email, paper or any other safely documentable means of casting a vote in electronic form.

Such resolutions must be documented in writing and communicated to all members.

7   Board

7.1         The Board of the Association within the meaning of Section 26 of the German Civil Code (BGB) is made up of the Chairperson (President), up to two further members (Vice Presidents) who are representatives of the President, and, insofar as this task is not performed by the aforementioned members, a Treasurer.

7.2         The members of the Board are elected for a three-year term by resolution of the General Assembly, whereby a two-thirds majority of the valid votes cast is required. They shall remain in office until such time as a successor has been elected. Members may be re-elected, including on multiple occasions.

7.3         A member of the Board can be dismissed by a resolution of the General Meeting, whereby a simple majority of the valid votes cast is required.

7.4         Each individual member of the Board represents the Association in judicial and extra-judicial matters.

7.5         The members of the Board shall conduct the Association’s business in a voluntary capacity. They shall be entitled to reimbursement of reasonable expenses. Appropriate remuneration may be provided at arm’s length for duties that can also be performed by third parties, subject to a prior resolution applicable either generally or in a specific case.

7.6         The members of the Board must unanimously agree how the day-to-day business of the Association is to be conducted and how resolutions adopted by the General Meeting are to be implemented. They are obligated to submit to the General Assembly matters of fundamental importance as well as matters upon which the Board is unable to come to an agreement.

7.7         The Board can make use of an office situated in Lindau (Lake Constance) for conducting the day-to-day business of the Association. They may transfer responsibility for management of this office to a Managing Director. In this case, this Managing Director then attends meetings of the Association’s bodies in an advisory role.

8   Honorary Committee

8.1         The Council may establish an Honorary Committee made up of persons who have rendered outstanding services to the Lindau Nobel Laureate Meetings or to the Council.

8.2         Members of the Honorary Committee may advise the Board for the benefit of the Council.

8.3         Members are appointed to the Honorary Committee following their proposal by a member of the Board and a resolution adopted by a majority of members of the Council.

9   Dissolution of the Association

9.1         The Association can be dissolved by a resolution adopted by the General Assembly, whereby a two-thirds majority of the valid votes cast is required.

9.2         Unless stipulated otherwise by a resolution of the General Assembly, the members of the Board are jointly authorised liquidators. Any and all decisions they make must be unanimous.

9.3         Following the dissolution of the Association in accordance with Para. 1, or in the event that the Association is dissolved for any other reason or loses its legal capacity, the assets of the Association shall be used for other tax-privileged purposes recognised as such by the relevant Tax Office (Finanzamt).

9.4         Members shall not have any claim to the Association’s assets in the event of its dissolution.

9.5         A resolution adopted by the General Assembly in accordance with Para. 3 regarding the use of the Association’s assets, including in the event that it is no longer possible to fulfil the purpose of the Association in accordance with the Statutes, may only be implemented with the prior approval of the Tax Office (Finanzamt).

10 Coming Into Force

10.1      The Statutes as laid down in the present amended version were adopted by the General Meeting on 17 October 2020. They shall come into force upon their entry in the register of associations.

10.2      Provisions regarding membership for an unlimited term apply to members admitted prior to 12 October 2002 in accordance with the Statutes in effect at the time of their admission.