Statutes

of the

INZIN e.V.

§ 1 Name and registered office of the association, financial year

1.

The association is called

INZIN

It shall be entered in the register of associations. After registration, it shall bear the addition “e.V.”.

2.

The association shall have its registered office in Düsseldorf.

3.

The financial year is the calendar year.

§ 2 Purpose of the association

1.

The purpose of the association is to establish a think tank under the name “INZIN – Institute for the Future of Industrial Society” for the scientific support and monitoring of the structural change from the current industrial society to a sustainable industrial society. The association pursues exclusively and directly charitable purposes within the meaning of the German Tax Code by promoting science and research as well as education in the field of industrial and social development, particularly in the areas of infrastructure, energy, resources and the environment.

2.

This statutory purpose shall be realized in particular, but not exclusively, through

• Research and development of projects, especially in the areas mentioned in paragraph 1 above,
• Organizing scientific and social events, in particular congresses, conferences and workshops,
• publishing publications and information,
• supporting and cooperating with institutions in Germany and Europe that pursue similar goals
• the establishment and organization of a doctoral college for scholarship holders.

3.

The association is entitled to cooperate with other organizations in the pursuit of its statutory purposes and to carry out joint projects in Germany and abroad. It is autonomous and independent in its work, responsibility and decisions on the use of funds.

4.

The association works selflessly. It does not primarily pursue its own economic purposes. The association’s funds may only be used for statutory purposes. Members shall not receive any benefits from the association’s funds. Members do not receive any shares of the association’s assets when they leave or when the association is dissolved or abolished. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

5.

The association may set up specialist groups and working groups and appoint representatives. The Board of Directors shall issue the provisions for this.

6.

The association may cooperate with international organizations insofar as they promote the purpose of the association.

§ 3 Membership

1.

Any natural person of legal age and any legal entity may become a member of the association. The association may have honorary members.

2.

Membership applications must be submitted in writing to the Board of Directors. The Board decides on this at its own discretion; it is not necessary to inform the applicant of the reasons for rejection. An appeal to the General Assembly of Members is not possible.

3.

Membership becomes effective upon written notification of the acceptance decision (admission).

4.

At the proposal of the Board of Directors, the General Assembly of Members may admit individuals who have made a special contribution to the realization of the statutory objectives or who have rendered outstanding services in this regard as honorary members for life.

5.

Membership of the association ends through resignation, expulsion or death, in the case of societies or associations through their dissolution.

6.

Resignation must be declared in writing to the Board of Directors. Resignation can only be declared with a notice period of three months to the end of the financial year.

7.

A member may be expelled from the association by resolution of the General Assembly of Members if it

(a) has culpably damaged the reputation or interests of the association in a serious manner or

(b) is more than three months in arrears with the payment of its membership fees and has not paid the overdue fees despite a written reminder setting a payment deadline of at least four weeks and the threat of expulsion.

The member shall be given the opportunity to comment on the reasons for expulsion at the General Assembly of Members. These must be communicated to him in writing together with instructions at least two weeks in advance.

§ 4 Membership fees

1.

Each member shall pay an annual membership fee due in advance in January, the amount of which shall be determined by the General Assembly of Members on the proposal of the Board of Directors.

2.

In order to finance special projects, the General Assembly of Members may set special contributions at the proposal of the Board of Directors.

§ 5 Organs of the association

Organs of the association are

• the General Assembly of Members,
• the Board of Directors,
• the Advisory Board, if the General Assembly of Members appoints one.

§ 6 General Meeting

1.

The general meeting consists of the members of the association. A member may authorize another member in writing to exercise voting rights. The authorization must be issued separately for each General Meeting. However, a member may not represent more than two third-party votes.

2.

The General Meeting is responsible for decisions on motions submitted and in the following matters:

• receiving and passing resolutions on the annual report and the discharge of the Board of Directors,
• electing and dismissing members of the Board of Directors,
• setting membership fees and levies,
• the admission and expulsion of members of the association,
• the appointment of honorary members,
• amendments to the statutes,
• the dissolution of the association.

3.

The Board of Directors shall convene an ordinary General Meeting at least once a year, if possible in the first half of the year. The meeting shall be convened in writing (fax, e-mail), giving two weeks’ notice and stating the agenda. The notice period begins on the day following dispatch. Invitations must be sent to the last address of the individual member known to the association.

The General Meeting shall take place either in person or virtually (online procedure) in a chat room (e.g. Skype) accessible to the members with their identification data and a separate password.

4.

The Board of Directors sets the agenda. Any member of the association may submit a written request to the Board of Directors for an addition to the agenda no later than one week before the General Meeting. The Board of Directors shall decide on the request. The General Meeting decides on motions to the agenda that are rejected or only submitted at the meeting by a majority of the votes of the members present. This does not apply to motions relating to an amendment to the articles of association, the dissolution of the association or changes to membership fees.

5.

The Board of Directors shall convene an extraordinary General Meeting if the interests of the association so require or if a quarter of the members so request in writing, stating the purpose and reasons. If circumstances permit, a notice period of two weeks must be observed and the agenda must be announced with the invitation.

6.

The General Meeting shall be chaired by the Chairman or, if the Chairman is unable to attend, by their Deputy or, if the Deputy is unable to attend, by a chairperson to be elected by the General Meeting. In the case of elections, the chairmanship may be delegated to an election committee for the duration of the election.

7.

The General Meeting shall constitute a quorum if at least one quarter of all members of the association are present or represented. If there is no quorum, the Board of Directors is obliged to convene a second General Meeting with the same agenda within four weeks. This shall constitute a quorum regardless of the number of members present. This must be indicated in the invitation.

8.

The type of voting is determined by the chairman of the meeting. Voting must be conducted in writing if a member so requests. A simple majority of the valid votes cast is required to pass a resolution. Abstentions are not taken into account. A three-quarters majority is required to amend the articles of association and dissolve the association. Changes to the purpose of the association require the approval of all members.

9.

Any resolution to amend the articles of association that could have consequences under tax law (e.g. to maintain non-profit status) must be agreed with the responsible tax office before it is submitted to the registration court. The Board of Directors is authorized to make editorial changes to the statutes that could have consequences under tax law (e.g. to maintain non-profit status).

10.

If, in elections, no candidate is able to secure a majority of the votes of the members present, the candidate who has received the majority of the valid votes cast shall be elected; in the event of a tie, a run-off vote shall be held between several candidates. Abstentions are considered invalid votes.

11.

A protocol must be prepared on the course of the General Meeting and the resolutions passed. This must be signed by the secretary and the chairman of the meeting.

§ 7 Board of Directors

1.

The Board of Directors of the association is responsible for managing its business and representing the association in accordance with § 26 BGB. The Board of Directors consists of the Chairman and his deputy. Further members of the Board of Directors may be elected, whose duties are determined within the Board of Directors.

The Chairman represents the association alone in and out of court; the General Assembly of Members may exempt him from the restrictions of Section 181 BGB. Otherwise, two members of the Executive Board represent the association jointly.

2.

The Board of Directors is responsible for all matters relating to the association, in particular for

• convening and preparing the General Meeting, including drawing up the agenda
• implementing the resolutions of the General Meeting,
• managing the association’s assets and preparing the annual report,
• the admission and exclusion of members.

3.

Membership of the Board of Directors requires the person or member representing the person to be a member of the association. The General Assembly of Members elects the Board of Directors for a period of two years (starting from the date of the election). Re-election or premature dismissal of a member by the General Assembly of Members is permitted. A member remains in office after expiry of the regular term of office until the election of his successor. If a member leaves the Board of Directors prematurely, the remaining members are entitled to elect a member of the association to the Board of Directors until the election of a successor by the General Assembly of Members.

4.

The Board of Directors shall meet as required. Meetings shall be convened by the Chairman or, if he is unable to do so, by his deputy; a notice period of at least one week shall be observed. The Board of Directors is quorate if at least two members are present. Resolutions are passed by a majority of the valid votes cast. In the event of a tie, the Chairman or, if the Chairman is aunable to attend, his deputy has the casting vote.

The resolutions of the Board of Directors must be recorded in minutes. The minutes must be signed by the secretary or, alternatively, by another participating member of the Board of Directors.

A Board resolution can also be passed in writing (fax, e-mail), by telephone or online (telephone conference, Skype) if all Board members participate in the resolution.

§ 8 Management

1.

The association may set up an office for the management of day-to-day business, which shall be staffed with the required number of managing directors and employees.

2.

The management shall conduct the business in accordance with the instructions of the Board of Directors and represent the association within the scope of the authorization granted to it by the Board of Directors.

3.

The management is accountable to the Board of Directors.

§ 9 Advisory Board

1.

The general meeting may decide to establish an advisory board at any time. Its task is to provide technical advice and support to the association and its bodies. Its members shall be personalities who are particularly committed to or have rendered outstanding services to the economic, scientific and political conditions in industry and society in Germany and Europe, especially in the fields of infrastructure, energy, environment and waste management.

2.

The Advisory Board has a President and a Vice-President. The members of the Advisory Board are appointed by the Board of Directors.

3.

The Advisory Board shall adopt its own rules of procedure. It should coordinate its meetings with the meeting dates of the Board of Directors.

§ 10 Specialist groups, working groups

Specialist groups and working groups may be formed within the association from among the members, which shall carry out their activities on the basis of the purpose of the association and the resolutions passed by the General Meeting. They shall elect a leader from among their members for a period of two years, who shall be responsible for the activities of the specialist group and the working group. The term of office should be identical to the term of office of the Board of Directors. The leaders report to the General Assembly of Members, the Board of Directors and the Advisory Board.

§ 11 Dissolution of the association, right of succession

1.

The dissolution can only be decided in a general meeting.

2.

Unless the General Assembly of Members decides otherwise, the Chairman and the Deputy Chairman are jointly authorized liquidators.

3.

The above provisions shall apply accordingly in the event that the association is dissolved for any other reason or loses its legal capacity.

4.

If the association is dissolved or abolished or if the tax-privileged purposes cease to apply, the assets of the association shall be transferred to another tax-privileged corporation or legal entity under public law for use for charitable purposes, in particular in the fields of infrastructure, energy, environment and waste management.

§ 12 Final provisions

1.

Should individual provisions of these statutes be or become invalid, the remainder of the statutes shall nevertheless remain valid. The invalid provision shall be amended by a resolution of the General Assembly amending the statutes in such a way that the purpose intended by the invalid provision is achieved. The same applies if a loophole requiring amendment becomes apparent during implementation.

2.

The place of jurisdiction for all disputes arising from these statutes, including their legal validity, is Düsseldorf, Germany.

Status: 23.07.2018