[Deutsch]

Society of Spanish scientists in the Federal Republic of Germany/Sociedad de Científicos Españoles en la República federal de Alemania SWBRD/Cerfa

 

Part I name, duration, seat, objectives

Single Chapter

Article 1-Name/registration in the register of Associations the company is named "Sociedad de Cientificos Españoles en la República federal de Alemania Cerfa/SWBRD". It is a non-profit society with scientific objectives and is governed by the following statutes and by the laws in force at that moment. The following document describes the company described as "Cerfa".

The company is to be registered as an association in the register of associations.

Article 2-Fiscal year the fiscal year is the calendar year.

Article 3-seat of the association the Cerfa is based in Berlin, as it is the place of management and administration. A change of seat must be adopted by the general meeting by a simple majority.

Article 4-Purpose and objectives of the Association the company pursues exclusively and directly charitable purposes within the meaning of the section "tax-exempt purposes" of the tax code. The purpose of the society is the promotion of the science and the Spanish scientists who exercise their work in the Federal Republic of Germany by: 1. Serves as a professional network for the Spanish scientists. 2. Initiate and support debates and discussion forums with the relevant scientific authorities, both Spanish and German. 3. Support possible scientific cooperation and improve communication between the various foundations, universities, research centres, private companies and similar institutions based in Spain, Germany or the European Union . 4. The Spanish society is convinced of the importance of research and development and the "economy of knowledge" for the prosperity of the country. 5. Facilitates contact between the members of the CERFA with the various communication media, both in Spain and in Germany. 6. Serves as an information and consultation centre on scientific Aspects for various organisations in Spain and Germany. 7. Various other activities that are related to science and innovation and are considered appropriate.

The association is selflessly active; It does not primarily pursue self-economic purposes.

Funds of the association may only be used for statutory purposes. The members receive no donations from the funds of the association. No person may benefit from expenditure that is alien to the purpose of the association or through disproportionate high remuneration. All owners of association offices are volunteers. Any decision to amend the Articles of Association shall be submitted to the competent tax office before its application to the Registry court. The fulfilment of the association's purpose is done without favouring a political or denominational direction. 4.1. The aforementioned activities may be carried out by the company directly or indirectly, in whole or in part by participation in companies with similar or identical objectives.

 

Part II Members

Single Chapter

Article 5-the company, without numerical limit, consists of full and honorary members.

Article 6-Full members are those Members who meet the requirements of the CERFA and pay their membership fee on time.

Article 7-members of the association may become all adult persons who have placed a written nahmeantrag with the board of the Association on the Secretary of the person. In this application, the address of the home, the CV, the present workplace and the institution in which the scientific activity is carried out must be both the nationality of the applicant.

Article 8-All applicants for full membership shall accept all and each of the articles of the present Statute. This is in the application submitted to the's of the company. All requests for membership sent to the Secretary may be accepted by a simple majority of the Board within a period of three months from the date of receipt. If the three-month period is exceeded, if the board of Management has not expressed an application, it is automatically rejected.

Article 9-In order to become a full member of the society, the applicant must carry out his scientific activity in the Federal Republic of Germany or be resident. This scientific activity can be in any institution, company or company based in Germany.

Article 10-The essential condition for membership of the company is the fact that it possesses or possesses Spanish citizenship.

Article 11-All full members of the Gesllschaft must pay an annual membership fee in a level determined by the Board of Directors. This contribution is paid annually and is valid from 1. January to 31. December of the year of entry into the company. No member will be admitted until the first annual membership is paid. In the case of a recording after 1. October, the member is exempt from the membership fee in the current year and pays the regular contribution next year.

Article 12-The honorary members can be both Spaniards and foreigners. These are proposed to the General Assembly by the Board of directors and elected by the approval of at least two thirds of the members present. Honorary members of the company have all the privileges of the ordinary members, but do not have to pay an annual fee. The appointment as honorary member is made for life.

Article 13-Each member shall be assigned to one of the company's delegations when it is taken. Members of each delegation have the right to elect the relevant delegation board to represent them on the board of the company (see title III, chapter IV, in relation to the company's delegations).

Article 14-persons who take part in the activities of the Company on request by Cerfa may be appointed contributors. Persons wishing to participate in the activities of CERFA, even though they do not meet the requirements for regular membership, may also be appointed contributors.

Article 15-The contributors of the company may enjoy some privileges of the full members (determined by the Board of Directors by simple majority), but are not considered as members of the association. You do not pay any membership fees, you are not eligible to participate in the general meeting of the Company and do not have the right to vote at Cerfa's AGM.

Article 16-Any non-profit company or company with an interest in supporting or participating in the company must request a "business partnership" from Cerfa. This "business partnership", its characteristics and benefits, is decided by the Board of Directors and approved by a simple majority in the General Assembly.

Article 17-The responsibilities of the members of the company are:

  1. To abide by the present statutes. 2. To accept the decisions of the Board of directors and the General Assembly. 3. To pay the annual fee within the valid period. 4. Contribute to the achievement of the objectives of the society, taking into account the coordination, planning and Multiplikatorenrolle of the company. 5. To participate in the scientific activities of the company 6. To participate in the General Assembly.

Article 18-All members (except the contributors) have the right: 1. To participate in the scientific and cultural activities and organized social events promoted by CERFA for all members under the conditions laid down for them. 2. To have a copy of these rules and to know the adopted decisions of the governing body. 3. To contest agreements and acts contrary to the Articles of association within 40 days after having been informed of these agreements or actions.  4. Be informed at any time about the identity of the other members of the company, the profit and loss account of the company and the development of their activity. 5. To exercise the right of voice and language in the General Assembly and to transfer it to other members. 6. To request termination of membership. 7. To elect the Board of Directors of the company and to make a choice.

Article 19-If a full member wishes to terminate his membership, the Secretary/Secretary must be informed by the relevant form. The member's contribution account must be up-to-date on termination. Membership is automatically renewed if you has not requested termination. Members who are in arrears for more than one year with their contribution will be suspended from membership after notification by the Board of Directors until payment of the arrears.

Article 20-If a member of the Cerfa is dismissed from his employment for unfair conduct, is determined against a member by a professional association or other regulatory Authority, or the Board of Management considers that a member is His actions endanger the reputation of society, the Board has the right (by a simple majority of the votes cast) to exclude the member with immediate effect provisional or forever from membership.

Article 21-If a member commits an illegal or fraudulent act (or acts in an unlawful or fraudulent way) or violates any applicable law, the Board of Directors has the right to use the membership (by a simple majority of the votes cast) with Immediate effect.

Article 22-When a member of the company Defames, harasses, threatens, abuses, insults, violates their privacy, or causes violence or hatred against a person or group of persons, or by his conduct a Criminal proceedings, the Board of Directors has the right to terminate the membership (by a simple majority of the votes cast) with immediate effect.

Article 23-The General Assembly has the right to terminate the membership of a member with immediate effect at a meeting (provided that there is a quorum at the time of the decision) by an absolute majority of the Members present.

 

Part III managing Bodies

Chapter I general rules

Article 24-The Geschäftsführednen organs of the company are the General Assembly and the Executive Board. The delegations set up by the Executive Board serve to achieve the objectives of the company.

 

Chapter II the plenary Assembly

Article 25-the General Assembly of the company is the determining and decisive body of the same. The meeting may meet in ordinary or extraordinary meetings. 25.1. The ordinary plenary Assembly takes place at least once a year at a location designated by the Board of directors and should coincide with the scientific meetings if possible. The Board must convene the meeting by e-mail for at least 30 days and not more than 90 days before the date. The plenary Assembly shall have the competencies described in article 26. 25.2. The General Assembly may also convene in extraordinary meetings if they are called by the Board in accordance with the above rules, or if a fifth of the full or honorary members requires such a meeting in writing. The reasons for the request for Assembly must be indicated. The extraordinary plenary Assembly can only deal with the points set out in the agenda. 25.3. All members of the company (except the participants) may participate in the ordinary or extraordinary General Assembly in person. 25.4. In order for the ordinary or extraordinary assembly to be able to take decisions at the first convening, at least forty percent of full or honorary members must be present or represented (by written transfer of voting rights). In the second draft, decisions can be taken, no matter how many full or Honorary members are present and how high the majority with which the decisions are taken is. Only full and honorary members have the right to vote. 25.5. Full and honorary members may vote on certain topics electronically or by post if the Board of Directors so decides. 25.6. If the articles of association do not stipulate otherwise, decisions are made by a simple majority of the members present at the General Assembly or Of those who have transferred their voting rights. 25.7. If the circumstances of Cerfa require it, the Board may, in exceptional cases, convene the members to a virtual plenary assembly by using new electronic means. The virtual plenary Assembly will be convened by e-mail for at least 10 days and not more than 50 days before the appointment. The agenda of the virtual plenary Assembly is limited to voting on a point previously discussed in the discussion forums of the company. 25.8. Full and honorary members can participate in the virtual plenary assembly; Members are given a personal access to the vote, secured by electronic password. 25.9. In order for decisions taken in a virtual plenary assembly to be effective, at least half of all full and honorary members must participate. The decisions are taken by a simple majority of the participating members.

Article 26-The plenary Assembly has the following competencies: 26.1. The election and confirmation of the board. 26.2. The audit and, where appropriate, adoption of the annual report that the Board must present. 26.3. The control and discharge of the administrative activities of the Management Board and the delegations of the company. 26.4. The decision on any matter which is submitted to the plenary Assembly for voting and whose determination is not due to another institution or member by this Statute. 26.5. The General Assembly can completely dismiss the Board at a plenary Assembly by an absolute majority. Such a plenary assembly must be proposed by 20% of the members of the society and 75% of full or honorary members must attend the plenary Assembly. The proposal for the dismissal of the Executive Board must be submitted to the Board of directors in written form and signed by all the members proposing it by a delegation board.

Article 27-members may, within a period of 30 days after the decision, contest the company's decisions and actions which are contrary to the Constitution and whose cancellation or Provisional suspension.

 

Chapter III The Board

Article 28-. The Board of Directors consists of 5 members and the company's delegation boards. All Board members are entitled to vote.  28.1. A Chairman, a Vice-Chairman, a secretary, a treasurer, and a communications officer are appointed among the members of the board. 28.2. The members of the Executive Board are elected for 2 years among the full and honorary members of the company by a simple majority of the members present at the General Assembly.

Article 29-The board must convene at least three times a year, coinciding with a meeting with the plenary Assembly. The Beschlüssfähigkeit of the Board of Directors shall consist of at least 5 members, one of whom shall be the Chairperson or Must be Vice-Chairman.

Article 30-the Executive board shall meet at scientific meetings and any opportunities deemed necessary by the Chairman or a board member. The Board of Directors may send resolutions proposed by the Chairman by e-mail. 30.1. Meetings of the Executive Board must be convened by the Chairman at least 15 days before the appointment.

Article 31-Vacant positions of the Board of directors are taken over by the Chairman's appointed full or honorary members, who must vote with the board of directors until the next board election.

Article 32-board decisions at meetings are made by a simple majority of the Members present.

Article 33-the Executive Board designated to carry out the activities of the Company shall have competences not expressly provided to the General Assembly or other bodies. The board 33.1. Sets up, organizes, and dissolves committees, groups or special delegates to perform certain activities or executive Board decisions. 33.2. Abides by the statutes and decisions taken by the managing bodies and ensures compliance with them.  33.3. Prepares the Jahresbreicht, Cash report, and the annual budget and decides on it. 33.4. Manages the funds and ownership of the Cerfa.  33.5. Determines the appropriate approach to the best possible orderly management of the interests of Cerfa. 33.6. Proposes amendments to the Articles of Association and decides the procedure for determining the positions of the board. 33.7. Proposes the amount of the membership fees. 33.8. The Board, in implementing the objectives of the company, determined on the publication of scientific material such as articles, monographs and magazines. 33.9. Ensures the confidentiality of the personal data of the members of the company. The Board may use this data to use statistical analyses to promote the company, provided that the applicable data protection rules are complied with.

Article 34-Chairman: 34.1. The management of the company's business. 34.2. The Presidency of the meetings of the Board of directors and the General Assembly. 34.3. The transfer of his competencies to third parties with the approval of the board.

Article 35-The representation of the company is available to the Chairman, the vice president and the Treasurer individually.

Article 36-the Secretary has the task of exercising the following function in the general meeting, board meetings and other meetings of the association. 36.1. To carry out a protocol on each meeting and to make a protocol signed by him and the Chairman. To keep the club documentation up to date. 36.2. Maintenance of correspondence, membership register and other general tasks of the association. 36.3. Management of new memberships and communication with new members. 36.4. Manage and update the membership list.

Article 37-task of the Treasurer: 37.1. Administration of the cashier. 37.2. Bookkeeping. 37.3. Cash report at the request of the Executive Board. The Board of Management is entitled to request cash reports and to inform the members without delay. 37.4. Reporting to the Board at regular meetings or if the Board requires this.

Article 38-In addition to the Chairperson, Vice-Chairman, secretary, Treasurer and Delegation board members, the delegates of the Spanish embassy in Germany and delegates of the CERU and CERU-Spain can take part in the meetings. These delegates are not entitled to vote in any case, but can participate actively in the board meeting.

 

Part IV delegations

Single Chapter

Article 39-Delegations with 20 members or more have the right to elect a Chairperson representing the delegation on the board. 39.1. Delegations are responsible for the local governance of the association and the enforcement of decisions taken by the Board. 39.2. The Chairperson must be elected by a two-thirds majority of the members of the delegation. The delegation may appoint a representative of the Chairman who, in the absence of the Chairman, may also represent the delegation at the board meetings. 39.3. The Chairman is responsible for the correct communication of the decisions made by the Board of directors within his delegation. 39.4. The Chairman of the delegation represents the interests of his delegation to the Board of Management. 39.5. The term of office of the delegation chairmen and his representatives is 2 years. Re-election is permissible. 39.6. The election of the chairmen is only valid for participation of at least 25% of the members of the delegation. The Chairman and his representatives must be present at the election. 39.7. The Executive Board and Deputy Board of the delegation may be removed by an absolute majority of the members of the delegation of their office. The meeting in which such a decision is made shall be greeting in the presence of 75% of the members of the delegation and must be informed of the company's membership.

Article 40-National associations (delegations) are organised as follows: 1. Baden-Württemberg delegation: Federal state of Baden Württemberg 2. Bavaria delegation: Federal state of Bavaria 3. Hesse-Rhineland Palatinate-Saarland: Hesse, Rhineland Palatinate and Saarland 4. Nordrhein-Westfalen: Federal state of North Rhine-Westphalia 5. Saxony, Saxony-Anhalt and Thuringia: Federal states of Saxony, Saxony-Anhalt and Thuringia 6. Berlin and Brandenburg: Länder Berlin and Brandenburg 7. Bremen and Lower Saxony: federal states of Bremen and Lower Saxony 8. Hamburg, Mecklenburg-Vorpommern and Schleswig-Holstein: States of Hamburg, Mecklenburg-Vorpommern and Schleswig-Holstein

Article 41-Delegations are not independent. Delegations may organise local activities with the consent of the Management board.

 

Part IV Assets

Single Chapter

Article 42-The association has no assets of its own.

Article 43-The costs of the association shall be covered by membership fees for surpluses from scientific meetings, donations or grants.

Article 44-The assets must be kept by Treasurer and Chairman of the board at a bank.

Article 45-the assets are used exclusively for the purposes of the Association and are subject to the responsibility of the Chairman and the treasurer.

Article 46-Extra costs must be decided by the Executive Board.

Article 47-The assets of the Union shall under no circumstances be distributed among the members.

Article 48-The fiscal year is the calendar year. Exceptionally, the first financial year will begin on the day of the establishment of the Association and December of the same year.

Article 49-within a maximum of three months after the end of each financial year, the Executive Board must provide the annual accounts, including the annual balance sheet, financial and annual report.

 

Part V Other provisions

Single Chapter

Article 50-Amendment of the Statute and dissolution of the association. 50.1. To amend the Articles of association, the two-thirds majority of votes is sufficient at the annual general meeting. Amendments to the Articles of association may be proposed by the board or by more than 10% of the members. The proposals must be sent to all members by email at least 30 days before the general meeting. Amendments to the Articles of association enter into force with their registration in the register of associations. Amendments or additions to the Articles of association prescribed by the competent registry or the Tax Office shall be implemented by the Executive Board and shall not require any resolution by the General Assembly. They shall be notified to the members at the latest with the next invitation to the general meeting. 50.2. Resolutions of the General Assembly on the dissolution of the association require a majority of two-thirds of the members of the Assembly, which is exceptionally convened for the resolution of the association. 50.3. In the event of a resolution, the general Meeting decides on the further procedure necessary for the resolution of the association. 50.4. In the event of dissolution of the association or the loss of tax benefit purposes, the assets of the association shall be subject to a legal person of public law to be determined by the General Assembly or another tax-privileged entity for use in the Promotion of the non-profit scientific work of the Spanish scientists living in Germany.

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