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Statutes and Election Regulation

Statutes

 

as amended on 9 October 2020

 

S e c t i o n I

Name, Domicile, Objective, and Financial Year

 

 

§ 1

 

"Deutsche Vereinigung für gewerblichen Rechtsschutz und Urheberrecht" (German Association for the Protection of Intellectual Property) has its registered office in Berlin. The Association is registered in the Register of Associations. The "Gesamtvorstand" (General Board) is entitled to establish a second registered office.

 

 

§ 2

 

(1) The objective of the Association is to promote scientific education and further development of intellectual property rights in particular industrial property law, copyright and unfair competition law, as well as antitrust law and other related areas of law at national, European and international level.

 

(2) The Association will exclusively and directly pursue non-profit and scientific purposes in accordance with the section of the German "Abgabenordnung" (Tax Code) dealing with "steuerbegünstigte Zwecke" (purposes entitled to tax relief).

 

 

§ 3

 

(1) The Association shall have the following objectives:

a) discussion and elaboration of questions on the areas of law mentioned in § 2 (1) in committees, assemblies, seminars and scientific publications, the publication of professional journals (print and online) and the education and training in the areas of law mentioned in § 2 (1);

b) support for the legislature and for administrative agencies with regard to the areas of law mentioned in § 2 (1);

c) cooperation with associations pursuing common objectives.

 

(2) The Association pursues non-profit activities and does not primarily pursue its own economic purposes.

 

(3) The funds of the Association may only be used for statutory objectives. The members will not receive any benefits from the funds of the Association for their membership. This also applies to members leaving the Association. No individual shall benefit from these funds through expenditure which is contrary to the Association's objectives or through disproportionately high remuneration.

 

 

§ 4

 

The financial year is the calendar year.

 

 

 

S e c t i o n II

Members

 

 

§ 5

 

(1) Membership shall be open to individuals, enterprises, agencies, associations, professional associations and other entities. Corporate members can be represented by one individual person when being affiliated to or participating in the Association´s bodies and committees, and when attending the Association´s events. This individual has to be nominated in the membership application. Involvement and participation of further individuals belonging to this legal entity require individual membership of these individuals.

 

(2) The "Geschäftsführender Ausschuss" (Executive Committee) shall decide on the admission of a member. If the residence or registered office of the member-to-be is within the region of one of the "Bezirksgruppen" (Regional Groups) (§ 10), this "Bezirksgruppe" (Regional Group) shall be heard beforehand.

 

(3) If the "Geschäftsführender Ausschuss" (Executive Committee) rejects the membership application, the applicant will be notified by registered letter. The applicant will have the right to appeal to the "Gesamtvorstand" (General Board) within one month, starting at the date of mailing the registered letter.

 

 

§ 6

 

Each member shall pay an annual subscription. The amount of the subscription shall be determined by the "Hauptversammlung" (General Assembly).

 

 

§ 7

 

Membership shall end:

 

a) upon termination of the membership with effect from the end of the financial year. A written notice of termination of the membership must be notified to the "Geschäftsführender Ausschuss" (Executive Committee) at least one month in advance;

 

b) upon expulsion by the "Gesamtvorstand" (General Board) after the member has been heard by the "Gesamtvorstand" (General Board). A member may be expelled for serious breach of his duties towards the Association or for seriously disrespecting the Association;

 

c) upon expulsion at the end of the financial year if the member has not paid the annual subscription in spite of a reminder including a notice of expulsion.

 

 

§ 8

 

Upon petition of the "Gesamtvorstand" (General Board) the "Hauptversammlung" (General Assembly) may confer Honorary Membership upon persons who have rendered outstanding services in the area of activity of the Association.

 

 

 

S e c t i o n III

Composition of the Association

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§ 9

 

(1) The Association shall be composed of the following bodies:

 

- the "Gesamtvorstand" (General Board)

- the "Geschäftsführender Ausschuss" (Executive Committee)

- the "Hauptversammlung" (General Assembly).

 

(2) The "Gesamtvorstand" (General Board) is composed of at least twelve and not more than thirty-six members elected by the "Hauptversammlung" (General Assembly), two delegates from each "Bezirksgruppe" (Regional Group), the Chairpersons of the "Fachausschüsse" (Special Committees), as well as the honorary members of the Association. When composing the "Gesamtvorstand" (General Board), diversity shall be taken into consideration and, in particular when electing the elected members, adequate consideration of women shall be aspired. A percentage of women proportional to the percentage of female members of the Association shall be achieved. The "Geschäftsführender Ausschuss" (Executive Committee) shall be composed of the President, three Vice Presidents, the Secretary General and optionally a Deputy Secretary General, the Treasurer and up to six assessors.

 

(3) The President and the Vice Presidents are the legal representatives of the Association according to section 26 of the German Civil Code ("BGB"). Each of them has full power of representation.

 

 

§ 10

 

(1) The Association has "Bezirksgruppen" (Regional Groups), which shall be established and defined in territory by the "Gesamtvorstand" (General Board).

 

(2) Affiliation of a member to a "Bezirksgruppe" (Regional Group) shall be determined by the member's residence or registered office; members having residence or registered office outside the area of the "Bezirksgruppen" (Regional Groups) belong to the "Bezirksgruppe" (Regional Group) at the registered office of the Association.

 

(3) Each member is entitled to join a different "Bezirksgruppe" (Regional Group) from the one the member is affiliated to.

 

 

§ 11

 

(1) Each "Bezirksgruppe" (Regional Group) shall establish procedural rules, which must be approved by the "Gesamtvorstand" (General Board).

(2) The procedural rules shall include rules for the election of a Chairperson and of representatives of the "Bezirksgruppe" (Regional Group) to the "Gesamtvorstand" (General Board) to be elected by a general assembly of the members of the "Bezirksgruppe" (Regional Group).

(3) The "Bezirksgruppen" (Regional Groups) are in charge of managing the funds for their objectives made available by the "Geschäftsführender Ausschuss" (Executive Committee); the "Bezirksgruppen" (Regional Groups) are accountable for their funds to the Treasurer of the Association.

(4) The "Bezirksgruppen" (Regional Groups) may establish special committees for matters within the Association's area of expertise.

 

 

§ 12

 

The "Gesamtvorstand" (General Board) shall elect the "Geschäftsführender Ausschuss" (Executive Committee) from among its members and determine the distribution of offices.

 

 

§ 13

 

Each year, one third of the members of the "Gesamtvorstand" (General Board) elected by the "Hauptversammlung" (General Assembly) shall retire from office; said third shall be determined by the term of office, and in case of equal terms of office by drawing lots; in calculating said third of members, any fraction shall be rounded to one whole.

 

 

§ 14

 

(1) The "Gesamtvorstand" (General Board) shall direct the Association on the basis of principles established by the "Hauptversammlung" (General Assembly).

 

(2) The "Gesamtvorstand" (General Board) shall have a quorum if it has been properly convened; it is deemed to be convened properly if an invitation including an agenda has been mailed in textform to its members at least 14 days before the meeting; the "Gesamtvorstand" (General Board) shall adopt its resolutions by a simple majority of votes.

 

 

§ 15

 

The "Geschäftsführender Ausschuss" (Executive Committee) shall direct the Association's current affairs. The "Geschäftsführender Ausschuss" (Executive Committee) shall prepare the resolutions of the "Gesamtvorstand" (General Board) and the "Hauptversammlung" (General Assembly) and is in charge of their implementation.

 

 

§ 16

 

The President shall preside the meetings of the Association, the "Gesamtvorstand" (General Board) and the "Geschäftsführender Ausschuss" (Executive Committee). If the President is not present, one of the Vice Presidents or, if necessary, the member of the "Gesamtvorstand" (General Board) oldest in years shall take the chair in place of the President.

 

 

§ 17

 

(1) The Treasurer shall collect the membership subscriptions, manage the Association's assets and report annually to the "Hauptversammlung" (General Assembly); the reports shall comprise a statement of account for the current year and a preliminary estimate for the following year. The preliminary estimate for the following year shall be approved by the "Geschäftsführender Ausschuss" (Executive Committee) beforehand.

 

(2) Any profits made shall only be spent for the statutory objectives of the Association.

 

(3) Administrative expenses which do not serve to further the objectives of the Association or any disproportionate reimbursements shall not be approved.

 

 

§ 18

 

(1) Statements of the Association on legal and legislative issues shall be prepared by the Association's central "Fachausschüsse" (Special Committees); the members of these committees shall be appointed by the "Gesamtvorstand" (General Board) for a three-year-term.

 

(2) The "Fachausschüsse" (Special Committees) shall elect a Chairperson and a deputy from among their members.

 

(3) The "Fachausschüsse" (Special Committees) shall determine the positions of the Association on legal and legislative matters in cooperation with the President and the Secretary General. In the event of diverging opinions, the "Geschäftsführender Ausschuss" (Executive Committee) shall be involved in the decision.

 

(4) The President and the Secretary General shall jointly represent the opinions externally.

 

 

§ 19

 

(1) The Association shall hold annual meetings of the "Hauptversammlung" (General Assembly), the time and place of which shall be determined by the "Geschäftsführender Ausschuss" (Executive Committee). In urgent cases, the "Geschäftsführender Ausschuss" (Executive Committee) may convene an "außerordentliche Hauptversammlung" (Extraordinary General Assembly). Upon a motion by 30 members, an "außerordentliche Hauptversammlung" (Extraordinary General Assembly) must be convened within one month.

 

(2) If urgent matters render holding the "Jahreshauptversammlung" (Annual General Assembly) impossible, the "Gesamtvorstand" (General Board) shall have the power to relocate or postpone the meeting. In this case, all terms of office shall be extended until the next meeting of the "Hauptversammlung" (General Assembly).

 

 

§ 20

 

Each member shall have one vote at any of the Association's meetings. Each member may transfer his or her vote to another member by a written power of representation. One member shall not collect more than five powers of representation. Any written power of attorney shall be handed over to the Chairperson before or at the beginning of the meeting.

 

 

§ 21

 

The "Hauptversammlung" (General Assembly) has the following duties:

a) Approval of the Annual Report;

b) Approval of the Annual Financial Report by the Treasurer on the basis of the report delivered by the Auditors elected at the previous meeting (see under g) below);

c) Formal approval of the actions of the "Gesamtvorstand" (General Board);

d) Approval of the preliminary estimate for the following year;

e) Determination of the membership subscriptions;

f) Election of the electable members of the "Gesamtvorstand" (General Board); the election may be carried out en bloq, more detailed provisions are set forth in the Election Regulation;

g) Election of two Auditors;

h) Decision on proposals made by the "Gesamtvorstand" (General Board) and by the "Geschäftsführender Ausschuss" (Executive Committee) or by the members.

 

 

§ 22

 

(1) The "Hauptversammlung" (General Assembly) shall have a quorum if it has been properly convened.

 

(2) The invitation to the "Hauptversammlung" (General Assembly) shall be mailed 14 days in advance in text form, announcing the agenda. The dispatch of the invitation shall be decisive for its timeliness.

 

(3) Motions by members shall be submitted in writing to the "Geschäftsführender Ausschuss" (Executive Committee) at least one week before the "Hauptversammlung" (General Assembly). Motions submitted after this deadline shall be presented to the "Hauptversammlung" (General Assembly) for consideration and decision if a majority of three quarters of the "Hauptversammlung" (General Assembly) considers the matter to be urgent.

 

 

§ 23

 

Decisions of the "Hauptversammlung" (General Assembly) shall be made by simple majority of all members present and represented unless these statutes provide different provisions.

 

 

§ 24

 

The Secretary General shall take minutes of the resolutions of the "Hauptversammlung" (General Assembly); if the Secretary General is not present, a person elected by the "Hauptversammlung" (General Assembly) shall take minutes; the minutes shall be countersigned by the Chairperson and the person having taken the minutes.

 

 

S e c t i o n IV

Amendments to the statutes and dissolution of the Association

 

 

§ 25

 

Requests for amendments to the Statutes shall be proposed to the members of the Association in writing with the invitation to the "Hauptversammlung" (General Assembly). A majority of three quarters of the members present and represented at the "Hauptversammlung" (General Assembly) shall be required for adopting an amendment to the statutes.

 

 

§ 26

 

Requests for dissovling the Association shall be notified to the members of the Association at least three months before the General Assembly by registered letter. Dissolution shall require a majority vote of three quarters of the members present and represented at the "Hauptversammlung" (General Assembly).

 

 

§ 27

 

In case of dissolution of the Association or in case of the cessation of the Association's previous objective, all assets of the Association shall be passed over to Max-Planck-Gesellschaft; the Max-Planck-Gesellschaft shall use such funds exclusively and directly for non-profit purposes.

 

 

§ 28

 

Upon approved dissolution of the Association, the "Gesamtvorstand" (General Board) shall remain in office until all assets have been liquidated.

 

 

§ 29

 

Resolutions with regard to amendments of the Association's objectives and with regard the appropriation of financial means shall be presented to the responsible tax authority. In case of any objection by the tax authority with regard to the non-profit status, the resolution in question shall be presented to the "Hauptversammlung" (General Assembly) again for repetition of the decision.

 

 

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Election Regulation

 

§ 1

Election proposals and election management

 

 

(1) Election proposals may be made

a. by the "Geschäftsführender Ausschuss" (Executive Committee)

b. by the members

 

(2) Election proposals by the "Geschäftsführender Ausschuss" (Executive Committee) and, as far as received, election proposals presented by members shall be notified with the invitation to the "Hauptversammlung" (General Assembly). Election proposals by the members must be submitted in writing to the established office of the Association no later than one week (§ 22 (3) of the Statutes) before the election. They must be signed by at least ten members. Each member may sign several election proposals and also propose him/herself for the election.

 

(3) The President or in the event of absence one of the persons mentioned in § 16 of the Statutes shall preside over the election.

 

(4) No later than at the beginning of the election, the person presiding over the election shall announce the election proposals.

 

 

§ 2

Election procedure

 

(1) The election shall be carried out in secret and in writing on prepared voting ballots listing the candidates in alphabetical order. Each member shall have as many votes as there are candidates to be elected. Only one vote may be cast for each candidate. The candidates who have received the majority of the validly cast voting ballots, and among these the candidates with the most votes shall be elected.

 

(2) If the number of candidates proposed for election matches the highest permissible number, the candidates may be elected en bloc by raising hands if the "Hauptversammlung" (General Assembly) passes a resolution to this effect with a majority of three-quarters of the cast votes.

 

(3) A voting ballot shall be invalid if more names are ticked than the number of candidates to be elected, if more than one vote is cast for one candidate or if the voting ballot contains other additional remarks.

 

 

§ 3

Acceptance of the election

 

(1) The person presiding the election (§ 16 of the Statutes) shall give notice of the result of the election. If the person elected is not present at the time of giving notice of the election result, she or he shall be notified of the election by the President in text form.

 

(2) The elected persons who are present shall declare their acceptance immediately; the persons elected who are absent shall declare their acceptance immediately after the receipt of the notification as provided in paragraph 1.

 

§ 4

Changes to the election regulation

 

§ 25 of the Statues of Association shall apply accordingly.