Articles of Association
Statutes of the Club
Council for the Lindau Nobel Laureate Meetings
§ 1 Name, Registered Office, Fiscal Year
(1) The Club bears the name “Council for the Lindau Nobel Laureate Meetings”. It shall be listed in the register of associations; upon registration, the subjoinder “eingetragener Verein” (“e.V.”, “Registered Club”) shall be appended to the name.
(2) The registered office of the Club is situated in Lindau (B).
(3) The fiscal year shall equal the calendar year.
§ 2 Purpose of the Club
(1) The purpose of the Club is to promote the sciences in the fields of teaching and research, education, culture and international understanding, in particular through the organisation of annual international meetings of Nobel Prize Laureates incorporating a programme of scientific lectures.
These Conferences shall above all serve as a platform for a cross-generation scientific dialog with specially qualified young scientists selected in accordance with stringent academic criteria, and shall provide an opportunity for the young students and scientists of tomorrow from all over the world to establish contact with the Laureates. The formation of circles of friends of the Lindau Conferences, which in particular shall take upon themselves the task of supporting young scientists, shall also serve to achieve these goals.
(2) The Club is unselfishly active and shall not primarily pursue a beneficial purpose. The Club’s financial assets may only be used for the purposes laid down in these Statutes. The Members shall receive no remuneration from the Club’s financial assets. No persons may benefit from any expenditure which does not comply with the purposes of the Club, or from a disproportionately high remuneration.
(3) The Club shall therefore solely and directly pursue charitable purposes in the sense of the section “Tax-Relief Purposes” (§51 ff.) in the levy regulations (AO 1977) in the latest valid version.
§ 3 Membership
(1) The Club has ordinary and associate members. The maximum number of ordinary members is restricted to 15. Ordinary members of the Club can only be individuals who are granted ordinary membership following a resolution passed by the General Meeting, whereby a majority of two thirds of the valid votes cast is required. Ordinary membership is then acquired upon submission of a written declaration of entry.
(2) Personalities who act in the interests of the goals of the Club can be granted associate membership following a resolution passed by the General Meeting, whereby a majority of two thirds of the valid votes cast is required. Membership is then acquired upon submission of a written declaration of entry. Associate members may participate at the General Meeting in an advisory role.
(3) Membership is granted for a period of five years. Re-elections are permissible. Membership ends upon death, resignation (possible at all times) in the form of a written declaration submitted to the Executive Board, or following the exclusion of the member.
A member can be excluded from the Club for reasons of gross contravention against any interests of the Club meriting protection following a resolution passed by the General Meeting, whereby a majority of two thirds of the valid votes cast is required. An excluded member shall have no claims to the assets of the Club.
(4) A personality who has made an extraordinary contribution to the Club can be appointed as Honorary President of the Club following a resolution passed by the General Meeting, whereby a majority of two thirds of the valid votes cast is required.
(5) Members shall perform their activities on an honorary basis; they shall, however, be entitled to remuneration for reasonably incurred expenses.
§ 4 Membership Fees
Members shall not be charged membership fees.
§ 5 Club Bodies
The Club bodies are
a) the General Meeting,
b) and the Executive Board.
§ 6 General Meeting
(1) The General Meeting is responsible for the following matters:
a) To adopt resolutions granting ordinary or associate membership to individuals;
b) to adopt resolutions to exclude members;
c) to adopt a resolution to appoint an Honorary President;
d) to accept the report and statement of account of the Executive Board;
e) to accept the report on the handling of the accounts;
f) to discharge the Executive Board;
g) to approve the budget drawn up by the Executive Board for the following fiscal year;
h) to elect and dismiss members of the Executive Board;
i) to adopt resolutions regarding motions submitted for voting;
j) to adopt resolutions regarding amendments to the Statutes;
k) to adopt resolutions regarding the dissolution of the Club;
l) to adopt resolutions regarding the right of representation of the liquidators;
m) to adopt resolutions regarding the utilisation of the Club assets in accordance with § 8, Para. 3.
(2) The General Meeting shall convene as deemed necessary, but at least once a year. It shall be convened by the Executive Board by giving notice in writing two weeks prior stating the agenda, time and the location of the meeting. Ordinary members have the right to submit in writing motions and complementary items for the agenda. The agenda shall be laid down by the Executive Board. The General Meeting shall also convene should at least one third of the ordinary members demand a meeting by giving notice of the purpose and the agenda.
(3) The Chairperson of the Executive Board or, in the event that the Chairperson is unable to attend, one of the Vice-Presidents, shall chair the General Meeting. Should all of the members of the Executive Board be unable to attend, the General Meeting shall appoint one of the members in attendance to take charge of the Meeting.
(4) The General Meeting is deemed to possess a quorum if the members have been invited within the stipulated deadline, and at least one third of the ordinary members are present. Each ordinary member may cast one vote when adopting resolutions. Resolutions shall be adopted through a simple majority of votes cast insofar as the Statutes do not stipulate otherwise. Abstentions shall be ineligible. In case of equality in the number of votes, the vote of the person in charge of the Meeting shall be decisive.
(5) A majority of two thirds of the valid votes cast at the General Meeting is required to pass any amendments to these Statutes. Resolutions regarding any amendments to the Statutes which affect the charitable status of the Club must be approved by the inland revenue office responsible in order to become legally effective.
(6) An ordinary member may transfer in writing his or her vote to another ordinary member for a particular General Meeting or just for particular items on the agenda of a General Meeting. An ordinary member may only transfer his or her vote one time.
(7) Minutes documenting the results of the General Meeting are to be kept. These are to be countersigned by the person in charge of the Meeting and by an appointed keeper of the minutes, who does not have to be a member of the Club.
(8) Unless opposed by one or more ordinary members, resolutions, with the exception of a resolution regarding the dissolution of the Club in accordance with § 8 Para. 1, may also be adopted by means of a written circulating memorandum, by telephone or by electronic means. Such resolutions are to be documented in writing and all members notified accordingly.
§ 7 Executive Board
(1) The Executive Board of the Club in the sense of § 26 of the German Civil Code (BGB) comprises the Chairperson (President), up to two further members (Vice-Presidents) who are representatives of the President, and, insofar as this task is not performed in personal union, a Treasurer.
(2) The members of the Executive Board shall be elected for a term of three years by the General Meeting by resolution, whereby a majority of two thirds of the valid votes cast is required. They shall remain in office beyond this period until such time as a successor has been elected. Re-elections are permissible.
(3) A member of the Executive Board can be dismissed by a resolution passed by the General Meeting, whereby a simple majority of the valid votes cast is required.
(4) The Club is represented both judicially and extrajudicially by each and every member of the Executive Board.
(5) The members of the Executive Board shall conduct Club business on an honorary basis; they shall, however, be entitled to remuneration for reasonably incurred expenses.
(6) The members of the Executive Board shall decide in mutual agreement how the day-to-day business of the Club is to be conducted, and how resolutions adopted by the General Meeting are to be implemented. They are under obligation to submit to the General Meeting questions and matters of fundamental importance, and such questions and matters on which no decision can be reached by the Board.
(7) The Chairperson shall make use of an office situated in Lindau (B) for conducting the day-to-day business of the Club. The management of this office can be transferred to a Managing Director. This Managing Director shall attend meetings of the Club’s bodies in an advisory function.
§ 8 Dissolution of the Club
(1) The Club can be dissolved following a resolution adopted by the General Meeting, whereby a majority of two thirds of the valid votes cast is required.
(2) The members of the Executive Board are, unless stipulated otherwise by the General Meeting, jointly liquidators with the right of representation. Resolutions adopted by the Executive Board must be unanimous.
(3) Following the dissolution of the Club in accordance with Para. 1, or should the Club be dissolved for any other reason or become legally incapacitated, the assets of the Club shall be used for other tax-relief purposes that are recognised as such by the inland revenue office responsible.
(4) The members shall not have any claim to the Club’s assets should the Club be dissolved.
(5) A resolution adopted by the General Meeting in accordance with Para. 3 regarding the use of the Club’s assets, as well as in the event that it should no longer be possible to fulfil the purpose of the Club in accordance with the Statutes, may only be implemented by approval of the inland revenue office.
§ 9 Entry into Force
(1) The Statutes as laid down in this amended version were adopted by the General Meeting on October 12th, 2002. They shall come into force upon their incorporation in the register of associations.
(2) The new provisions regarding membership as laid down in these Statutes shall apply only to new members upon admission. The previous members of the Executive Board shall remain in office.
Lindau (B)/ Mainau, November 13th, 2004