1. Name, head office, financial year
1.1 The association will be known by the name "Gesellschaft für Risikomanagement und Regulierung e. V." ("The Association"). The Association is to be entered in the Register of Associations.
1.2 The head office of the Association is located in Frankfurt am Main, Germany.
1.3 The financial year is the same as the calendar year.
2. Purpose of the Association (preconditions in accordance with Annex 1 of § 60 AO [German Fiscal Code])
2.1 The Association shall exclusively and directly pursue public benefit objectives within the meaning of the Chapter "Tax-Exempt Objectives" of the Fiscal Code (AO).
2.2 Purpose of the Association
2.2.1 The purpose of the Association is (i) to promote learning and research within the meaning of § 52(2)(1) AO and (ii) to promote upbringing, adult education and vocational training including assistance for students within the meaning of § 52(2)(7) AO, particularly in the field of Risk Management and Regulation, with particular – but not exclusive– reference to the financial sector.
2.2.2 The Association is a not-for-profit organisation; it does not primarily pursue its own financial interests. The Association's funds will not be used except for the purposes defined in the Articles of Association. The members will receive no remuneration from the Association's funds. No person may benefit from payments that are foreign to the purposes of the association, or by unduly high reimbursement.
2.3 General measures for fulfilling the Association's purpose
The purpose of the Association is fulfilled particularly by
2.3.1 operation of the "Frankfurt Institute for Risk Management and Regulation", "the Institute“ or "FIRM"), through which the Association promotes the establishment of new and/or the maintenance of existing professorial chairs at (i) the Johann Wolfgang Goethe University, Frankfurt am Main and (ii) the Frankfurt School of Finance and Management, Frankfurt am Main as well as (iii) other institutions of higher education (see also Item 2.4); and
2.3.2 conducting and/or commissioning empirical surveys, scientific evaluations and appraisals, research assignments and opinions regarding (national and/or international) Risk Management and Regulation (with particular reference to the financial sector) and with special consideration for academic (business administration, national economics, jurisprudence, social science, etc.) relationships;
2.3.3 advancing and participating in the technical discourse about (national and/or international) Risk Management and Regulation (with particular reference to the financial sector), particularly in the context of Risk Round Table Events (see Item 2.4.5), training and professional development events (in this regard, see Item 2.4.6), work groups, academic events, conferences, exchange and educational events with participation by representatives of teaching and research institutions as well as other individuals who can advance the purpose of the Association with their specialist, in-depth knowledge, particularly
188.8.131.52 representatives of the research institutions active in this field, the (i) Johann Wolfgang Goethe University, Frankfurt am Main, and (ii) the Frankfurt School of Finance and Management, Frankfurt am Main, as well as (iii) other institutions of higher education, particularly professors and members of the faculties associated with the pertinent fields;
184.108.40.206 of board members and chief executives of companies in the private sector who have a special interest in Risk Management and Regulation (with particular reference to the financial sector);
220.127.116.11 of the political community
with the objective of improving and where possible broadening knowledge of (national and/or international) Risk Management and Regulation with particular reference to the financial sector); and
2.3.4 by publishing books and learned articles on all topics relating to the purpose of the Association;
2.3.5 disseminating and communicating the findings acquired to
18.104.22.168 the members of the Association,
22.214.171.124 and interested members of the lay community
(in this regard, see also Item 2.4.8); and
2.3.6 encouraging the exchange of ideas about (national and/or international) Risk Management and Regulation (with particular reference to the financial sector) between and among the interested communities.
2.4 Special measures for fulfilling the Association's purpose
2.4.1 Mission Statement
2.4.2 Specific Objectives
FIRM strives to be among the leading institutions for risk management. It will achieve this:
2.4.3 Governance Principles
2.4.4 "Frankfurt Institute for Risk Management and Regulation" (FIRM)
126.96.36.199 The Association operates the "Frankfurt Institute for Risk Management and Regulation" ("FIRM").
188.8.131.52 FIRM will serve to connect higher education institutions with all other suitable training and research facilities.
184.108.40.206 The Executive Committee of the Association will appoint two (2) Presidents of FIRM ("FIRM Presidents"). FIRM Presidents will be appointed from widely respected teaching staff at higher education institutions. FIRM Presidents can be dismissed by the Executive Committee at any time. Re-appointment is possible.
220.127.116.11 FIRM Presidents lead FIRM within the framework of the allocation of duties agreed jointly with the Executive Committee. FIRM Presidents coordinate the leadership of FIRM regularly with the Executive Committee of the Association. FIRM Presidents direct the academic work of FIRM, represent FIRM in research and education and participate actively in teaching, training and advanced instruction.
2.4.5 "Risk Round Table" "Round Table"
18.104.22.168 "Risk Round Tables"
22.214.171.124.1 The Association organises the "Risk Round Tables". Round Tables are events that are organised regularly by the Association for the purpose of enabling exchanges of opinion on (i) fundamental questions and/or (ii) topical issues relating to all areas of teaching and research that are particularly germane to the area of activities of the Association.
126.96.36.199.2 The "Risk Round Tables" currently being held deal with the subjects of "Banking" and "Compliance". However, further "Risk Round Tables" may be set up by the Executive Committee (or at the suggestion of members) for any other area and/or individual questions relating to the financial sector.
188.8.131.52.3 The "Risk Round Tables" are intended to unite the interested communities, afford participants a forum for discussion and communication on the topic areas under consideration, and so – indirectly – to advance the purpose of the Association through exchange with FIRM and other (own and third party) institutions.
184.108.40.206.4 The respective "Risk Round Tables" appoint their own chairmen or coordinators. These individuals are responsible for the agenda and the persons invited to attend, and for ensuring that the meetings are conducted in good order. The internal organisation of the "Risk Round Tables" is managed by the participants themselves by adopting their own rules of procedure. The Executive Committee makes sure that the "Risk Round Tables" serve the purpose of the Association and together with the chairmen or coordinators ensures an orderly exchange of opinions.
220.127.116.11 "Round Tables" for personal members and alumni members
18.104.22.168.1 Besides the "Risk Round Tables", the Executive Committee is also responsible for organising a "Round Table" for personal members and one for alumni members at least once a year. These facilitate (i) the exchange of opinions, (ii) the formation of opinions and (iii) the maintenance of consistency with the objective of actively encouraging the respective members to engage in the work of the Association.
22.214.171.124.2 The respective "Round Tables" appoint their own chairmen or coordinators. These individuals are responsible for the agenda and the persons invited to attend, and for ensuring that the meetings are conducted in good order. Otherwise, the participants themselves manage the internal organisation of the respective "Round Tables" with their own rules of procedure, which must be agreed with the Executive Committee.
2.4.6 Training and advanced teaching programme
Within the scope of the purpose of the Association, the Association supports a suitably designed training and advanced teaching programme (e.g., scholarships, awards for outstanding performance, Dean’s List, public relations work, grants etc.) within the objective area of activities of the Association, in particular (i) Master's degree courses in Risk Management and Regulation, (ii) Executive Master's degree courses in Risk Management and Regulation, (iii) certification programmes in Risk Management and Regulation, (iv) Executive Education programmes in Risk Management and Regulation as well as (v) other offerings of training and advanced teaching that have been recognised by the Executive Committee as study courses worthy of support.
2.4.7 Support for research
Within the scope of its purpose, the Association supports appropriately designed independent academic research (e.g., with financial support for high-level, practice-related research projects, assistance with doctoral studies, award of prizes for research, arrangement of research conferences, etc.) and supports the communication and dissemination of the results of research.
The Association regularly publishes a yearbook, in which representatives of industry and academe have the chance to report their findings and experiences in risk management regulation by contributing essays. The yearbook also includes reports on the work done by the Association in the previous year. This yearbook and all other important information concerning the Association are published on a website. The Association also supports or organises conferences for the exchange of ideas between teaching, industrial, political and regulatory bodies, thereby helping to ensure that the state of the art in risk management and regulation in the finance sector micro- and macroprudential risks are monitored according to established best practices.
3.1 Types of membership
3.1.1 In all, there are seven (7) membership types, which are as follows:
126.96.36.199 Full membership;
188.8.131.52 Premium membership;
184.108.40.206 Foundation membership;
220.127.116.11 Supporting membership;
18.104.22.168 Personal membership;
22.214.171.124 Alumni membership;
126.96.36.199 Honorary membership,
the types differ in terms of the membership rights they bestow (particularly voting rights) and the annual membership fees associated therewith.
3.1.2 Any legal entity, particularly a natural or legal person, wishing to advance the purpose of the Association may obtain membership therein. The Personal, Alumni and Honorary membership types are only open to natural persons.
In order to be eligible for Alumni membership, candidates must have (i) successfully completed one of the training and/or advanced education courses offered or supported by the Association or FIRM, or (ii) attend such a course and successfully complete the respective training and/or advanced education event within 42 months after joining the Association (probationary membership); if a candidate does not successfully complete the training and/or advanced education course, membership may be rescinded.
Honorary members must have rendered outstanding service to the Association, on the basis of which the Executive Committee will propose honorary membership, to be conferred by the Members' Assembly.
3.2 Rights of members, voting rights
3.2.1 All members of the Association have the right to participate and vote at Members' Assemblies.
3.2.2 Full members have the right to vote at Members' Assemblies, and they each have one (1) vote at meetings.
3.2.3 Premium members have the right to vote at Members' Assemblies, and they each have one (1) vote at meetings.
3.2.4 Foundation members have the right to vote at Members' Assemblies, and they each have (i) one (1) vote plus (ii) additional votes at meetings depending on their Additional yearly fees for foundation members in accordance with the provisions of Item 3.3.3.
3.2.5 Supporting members have the right to vote at Members' Assemblies, and they each have one (1) vote at Members' Assemblies.
3.2.6 Personal members do not have the right to vote at Members' Assemblies.
3.2.7 Honorary members do not have the right to vote at Members' Assemblies.
3.2.8 The other rights extended to members according to the laws are unaffected thereby.
3.2.9 Membership is not transferable.
3.3 Annual fees
The amount of the annual fees for the individual membership types will be fixed in a Fee schedule, which is to be voted on at the Members' Assembly following a proposal by the Executive Committee. Annual fees for the coming year are payable in advance at the beginning of the respective calendar year. If a member joins the Association after the start of the year, the requisite annual fee is payable on the date of joining.
Members are entitled to receive a receipt for fees paid (donations), which must be issued not later than the beginning of the following year.
3.3.1 Full members
Each full member is obliged to pay the annual fee for full membership.
3.3.2 Premium members
Each premium member is obliged to pay (i) the annual fee for full membership plus (ii) the additional annual fee for premium membership.
3.3.3 Foundation members
Each foundation member is obliged to pay (i) the annual fee for full membership and (ii) at least one additional annual fee for foundation membership, wherein each foundation member can purchase one (1) additional vote at the Members' Assembly for each additional membership fee paid, up to a maximum of ten (10) additional votes.
With this option to purchase up to ten (10) additional votes at the Members' Assembly, it is intended to afford the respective foundation members greater influence on appointments to the Association committees and therewith also the objectives and activities of the Association and FIRM as well as the teaching and research subject matter.
3.3.4 Supporting members
Each supporting member is obliged to deliver an annual fee in the form of payment in kind or some other form (for example, an assurance that he/she will carry out a defined number of teaching assignments, contribute to the financing of research projects, arrange events or supply material resources etc.). This commitment will be determined by the Executive Committee on a case by case basis taking into account the person of the supporting member and the effort involved for each.
3.3.5 Personal members
Each personal member is obliged to pay the annual fee for personal membership.
3.3.6 Alumni members
Each alumni member is obliged to pay the annual fee for alumni membership.
3.3.7 Honorary members
Honorary members are not obliged to pay membership fees.
3.3.8 In consideration of the above provisions, however, the fee schedule to be proposed must include the following definitions
188.8.131.52 Annual fee for a full member;
184.108.40.206 Additional annual fee for a premium member;
220.127.116.11 Additional annual fee for a foundation member;
18.104.22.168 Annual fee for a personal member;
22.214.171.124 Annual fee for an alumni member.
The respective fee schedule must be made available for review by the members.
3.3.9 The Executive Committee is empowered to grant a reduction in annual fees (in cash) with respect to the amount defined in the fee schedule to reflect special circumstances in individual cases. The Members' Assembly must be informed if the Executive Committee has reduced the annual fee payable by a member. The Members' Assembly must also be informed about any overdue membership fees unpaid since the previous year.
3.3.10 The annual fees payable by the members must be paid in correspondence with the calendar year. No reductions pro rata temporis will be made. Accordingly, if a membership expires in the course of a year, the associated annual fee must still be paid in full for the current calendar year.
3.4 Purchasing membership
The purchase of membership – unless such purchase is made during the Founders' Meeting – is contingent on a written application for membership, which must also state the type of membership sought. The membership application will be deliberated on by the Executive Committee and requires a (written) statement of acceptance by the Association. The right to purchase membership does not exist. The applicant may appeal a resolution to deny membership by the Executive Committee. Such a resolution must include substantive justification. The appeal must be submitted to the Executive Committee not more than one month after receipt of the resolution to deny. The appeal will be considered at the next ordinary Members' Assembly.
4. Expiry of membership
4.1 Membership shall end
4.1.1 upon the death of a member (natural person) or if a legal person ceases to exist;
4.1.2 by rescindment of probationary membership pursuant to the provisions of Item 3.1.2;
4.1.3 -by voluntary termination of membership pursuant to the provisions of Item 4.2;
4.1.4 by removal from the membership list pursuant to the provisions of Item 4.3;
4.1.5 by exclusion from the Association pursuant to the provisions of Item 4.4.
4.2 Voluntary termination of membership is made in the form of a written statement addressed to a member of the Executive Committee. It is only permissible at the end of a calendar year, and requires a notice period of twelve (12) months. For personal members and alumni there is a notice period of three (3) months to the end of the calendar year. Termination of membership requires the written form.
The right to terminate membership for good cause remains unaffected thereby. Good cause exists particularly if the annual fee for the respective member is increased by more than 20 percent.
4.3 A member can be removed from the membership list by resolution of the Executive Committee if said member fails to make payment of the annual membership fee despite two official reminders. A resolution to remove may only be passed after three months have elapsed following issue of the reminder notice and the outstanding fee remains unpaid. The member must be informed of his/her removal from the membership list.
4.4 A member can be excluded from the Association by resolution of the Executive Committee if he/she has committed a serious violation of the interests of the Association.
The member must be given the opportunity and a reasonable period of time to justify himself/herself to the Executive Committee before the resolution is passed. If the person concerned submits a written response, it must be read out during an Executive Committee meeting.
The resolution to exclude must include the reasons for the action and must be delivered to the member in a registered letter.
The member has the right to address a Members' Assembly to contest the resolution to exclude. Addressing a Members' Assembly has a delaying effect and must reach the Executive Committee within one month after receipt of the resolution to exclude. If the address to the Members' Assembly is submitted in due time, the Executive Committee must present its resolution to exclude at the next Members' Assembly.
Until the decision regarding the resolution to exclude is made by the Members' Assembly, all rights of the member in question are suspended. The obligation to pay the respective annual fee remains unaffected thereby.
If the member does not take advantage of his/her right to address the Members' Assembly, or if he/she submits such a request late, the membership is deemed to have been terminated.
5. Bodies of the Association
Bodies of the Association are (i) the Executive Committee, (ii) the Members' Assembly, and (iii) the Advisory Board.
5.1 Executive Committee
5.1.1 Composition of the Executive Committee
The Executive Committee consists of (i) at least two (2) and not more than fifteen (15) elected committee members (as defined hereinafter) and (ii) one (1) ex officio Executive Committee member (as defined hereinafter).
126.96.36.199 Elected Executive Committee members
188.8.131.52.1 Subject to the provisions of Item 184.108.40.206, the Executive Committee consists of at least two (2) and not more than fifteen (15) committee members, who are elected by the Members' Assembly ("Elected Executive Committee members"). Elected Executive Committee members should be appointed from (i) persons who are members of the Association or who are nominated by a member of the Association and (ii) – if possible – at least one of the Presidents of the higher education institutions listed in Item 220.127.116.11.
18.104.22.168.2 The elected Executive Committee members are each elected for a term of four (4) years, counting from the day they are elected. However, each elected Executive Committee member remains in office until the appointment of a new replacement elected Executive Committee member. Elected Executive Committee members can be re-elected.
22.214.171.124.3 If an elected Executive Committee member resigns his or her post prematurely, the Members' Assembly can elect a replacement Executive Committee member for the remaining time in office.
126.96.36.199 Ex officio Executive Committee members
The current President of the "Frankfurt Main Finance e.V." organisation is a permanent member of the Association Executive Committee by virtue of his/her office ("Ex officio Executive Committee member").
5.1.2 Internal organisation of the Executive Committee
188.8.131.52 The Executive Committee elects from among its number in open ballot and by simple majority (i) an Executive Committee Chairman ("Executive Committee Chairman"), (ii) at least one (1) and not more than two (2) deputy Executive Committee Chairpersons (each referred to as "Deputy Chairman"), and (iii) a Treasurer ("Treasurer ").
184.108.40.206 Either (i) the Chairman or (ii) two members of the Executive Committee can issue an invitation to a meeting of the Executive Committee. The invitation must be made in writing and with reasonable advance notice.
220.127.116.11 The Chairman (or a Deputy Chairman if the Chairman is unable to attend) is responsible for conducting the Association business, leading meetings of the Executive Committee, for the agenda and the conduct of the Executive Committee meeting. He can invite guests (for individual agenda items) to attend the meeting, if he considers this to be helpful in order to reach a decision.
18.104.22.168 Resolutions of the Executive Committee are passed in the meetings. Members of the Executive Committee may nominate other Executive Committee members as proxies to represent them at meetings and for resolution votes. This nomination must be formalised with a corresponding power of attorney, which must be in writing. Resolutions of the Executive Committee may also be passed outside of meetings in written correspondence (including e-mail), transmitted by telex, telegraph, fax, by telephone or by any combination thereof, provided no one present or represented in due order objects immediately to such.
22.214.171.124 The Executive Committee is quorate when at least half of its members are present or duly represented. Absent members of the Executive Committee may take part in passing resolutions by the committee by having their voting instructions delivered by other members of the Executive Committee.
126.96.36.199 The Executive Committee passes resolutions by simple majority of the votes cast.
188.8.131.52 Executive Committee meetings should be held quarterly, but not less than once a year. They must always be held when such is essential to maintain the health of the Association.
184.108.40.206 The Chairman of the Executive Committee (or a Deputy Chairman if the Chairman is unable to attend) or a person he nominates as minute-taker must prepare a transcript reflecting the conduct of a meeting. The record must state the date and place of the meeting, identify the participants, the agenda items, the most important elements of the discussions, the resolutions of the Executive Committee and a record of votes cast. The transcript must be signed by the Executive Committee Chairman (or one or both Deputy Chairmen if the Chairman is unable to attend) and a minute-taker. It is not necessary for the minute taker to be a member of the Association. One photocopied version of the original transcript must be sent to each member of the Executive Committee.
220.127.116.11 The Executive Committee should also prepare its own rules of procedure.
5.1.3 Tasks and responsibilities of the Executive Committee
18.104.22.168 The Association can be represented as a body in court and/or extrajudicially by two members of the Executive Committee. Clause 1 applies correspondingly for business management.
22.214.171.124 The Executive Committee conducts the business of the Association and is responsible for all matters relating to the Association, unless this responsibility is assigned to another body of the Association by law or the Articles of Association. Normally, the Chairman of the Executive Committee conducts the business of the Association. If the Chairman is unable, a Deputy Chairman conducts said business. More complete information is provided in the Executive Committee's rules of procedure. The Executive Committee is tasked in particular with
126.96.36.199.1 creating an annual budget for each coming financial year (the annual budget must be prepared before the end of the current financial year);
188.8.131.52.2 preparing the annual financial statement for the preceding year in each case:
184.108.40.206.3 writing the annual business report (on the activity of the Association during the preceding financial year, particularly the establishment of memberships as defined in Item 220.127.116.11.10) including the Treasurer's report;
18.104.22.168.4 preparation for and convocation of the Members' Assembly and compiling the agenda (see Items 5.2.5and 5.2.6);
22.214.171.124.5 recruiting members (see Item 3.4), removing members from the membership list (see Item 4.3) or excluding members (see Item 4.4);
126.96.36.199.6 passing resolutions on proposals for honorary members;
188.8.131.52.7 appointing members of the Advisory Board (see Item 5.3);
184.108.40.206.8 establishing committees in preparation for individual tasks of the Executive Committee (see Item 220.127.116.11);
18.104.22.168.9 establishing a business office (see Item 22.214.171.124);
126.96.36.199.10 obtaining memberships of the Association in other associations and/or organisations, wherein the Association should only be committed to such memberships if and to the extent that they serve the purpose of the Association;
188.8.131.52.11 appointing a cash auditor for the current financial year.
184.108.40.206 The Executive Committee may set up committees to prepare individual tasks of the Executive Committee, particularly in preparation for (i) "Working Groups", (ii) awarding of grants or (iii) "Risk Round Tables".
220.127.116.11 The activities of the Executive Committee are normally carried out without compensation, unless the Members' Assembly decides otherwise and such is not precluded by the not-for-profit nature of the Association. However, members of the Executive Committee can request reasonable reimbursement for their expenses.
5.1.4 Business office
18.104.22.168 The Executive Committee can set up its own business office or have a business office made available to it by a third party for payment to facilitate the performance of its duties.
22.214.171.124 The business office will be led by the Chairman of the Executive Committee, unless leadership of the business office is assigned to another member of the Executive Committee by a resolution.
5.2 Members' Assembly
5.2.1 The Members' Assembly is the highest body of the Association. In the Members' Assembly, the members exercise their voting rights as defined in Item 3.2.2.
5.2.2 The Members' Assembly is responsible in particular for performing the following tasks:
126.96.36.199 accepting the annual budget;
188.8.131.52 accepting and verifying the annual financial statement or the preceding financial year;
184.108.40.206 accepting the annual business report including the Treasurer's report;
220.127.116.11 discharging the Executive Committee and the Advisory Board;
18.104.22.168 electing, appointing and dismissing members of the Executive Committee;
22.214.171.124 approving amendments and/or additions to the Articles of Association; item 7.1 is unaffected thereby;
126.96.36.199 approving amendments and/or additions to the fee schedule;
188.8.131.52 dissolving the Associations;
184.108.40.206 passing resolutions on appeals against the denial of membership applications;
220.127.116.11 appointing honorary members proposed by the Executive Committee;
18.104.22.168 passing resolutions on motions presented by members;
22.214.171.124 other voting matters assigned to the Members' Assembly in accordance with the Articles of Association.
5.2.3 Subject to the provisions of the Law, the Members' Assembly is always called whenever necessary to preserve the interests of the Association.
5.2.4 The Members' Assembly, during which the matters defined in Item 126.96.36.199 to Item 188.8.131.52 are to be decided ("Ordinary Members' Assembly"), should meet not later than six (6) months after the end of a financial year. Moreover, a Members' Assembly should always be called when members representing one quarter of all voting rights submit a written request therefor, stating their reasons.
5.2.5 Unless otherwise stipulated within the terms of these Articles of Association, the Members' Assembly is called by the Chairman of the Executive Committee (or one or both Deputy Chairmen if the Chairman is unable to do so). § 37 of the German Civil Code (BGB) is unaffected.
5.2.6 The convocation must be announced at least two weeks before the day of the Members' Assembly, specifying the place, time and agenda of the Members' Assembly by post, fax or e-mail. The notice period begins on the day following the day on which the convocation is sent. The day of the Members' Assembly is not counted when calculating the notice period. Convocation notices are deemed to have been received by the member when they are sent to the last known physical address, fax number or e-mail address associated with the member.
5.2.7 Members' Assemblies are held at the headquarters of the Association.
5.2.8 Any member is entitled to submit matters to the Executive Committee in writing for subsequent inclusion in the agenda, but not changes to the Articles of Association, not later than one week before the day of the Members' Assembly. The agenda must then be supplemented accordingly at the beginning of the Members' Assembly by the Chairman of the Meeting. The Members' Assembly will decide whether to accept additions to the agenda that are only proposed at the Members' Assembly. A majority of three-quarters of the valid votes cast is required for a motion to be accepted onto the agenda.
5.2.9 The Members' Assembly is quorate when the members present or proxies therefor represent at least twenty-five (25) percent of all votes. If fewer than twenty-five (25) percent of all votes are represented, a new Members' Assembly with the same agenda must be called with due consideration for Item 5.2.6. This Members' Assembly will be considered quorate regardless of the votes represented, provided a statement to that effect is included in the notice of convocation.
5.2.10 Unless otherwise decided by the Members' Assembly, the meeting will be led by the Chairman of the Executive Committee (or one or both Deputy Chairmen if the Chairman is unable to do so).
5.2.11 The Members' Assembly will pass resolutions by simple majority of the votes cast, unless other types of majority are stipulated by the Law or these Articles of Association. In the case of a tied vote, the proposal is deemed to have been rejected. The voting method will be determined by the meeting chairman. Election ballots must be carried out in writing and in secret, unless the Members' Assembly decides on a different voting method. Resolutions on the issues defined in Items 184.108.40.206 to 220.127.116.11 require a majority of 2/3 of the votes cast.
5.2.12 A voting member can exercise his/her right to vote by appointing a third party as a proxy and providing said proxy with appropriate power of attorney, which must be in writing. The power of attorney must be assigned separately for each Members' Assembly.
5.2.13 If the deliberations of the Members' Assembly are not recorded by notarial act, a transcript of the proceedings of the Members' Assembly must be created, including a statement of the place and date of the meeting, the participants, the agenda items, the essential elements of the deliberations, the decisions of the Members' Assembly and the votes cast. The minute taker will be appointed by the chairman of the meeting. It is not necessary for the minute taker to be a member of the Association. The transcript must be signed by the chairman of the meeting and the minute taker. One photocopied version of the original transcript must be sent to each member who submits a written request for such.
To avoid misunderstanding: The transcript serves solely for evidentiary purposes; if minutes are not taken, this does not affect the validity of resolutions passed.
5.3 Advisory Council
5.3.1 The Executive Committee has established an Advisory Council, which consists of at least three members.
5.3.2 The Advisory Council must include two members who have the personal and technical skills to advise and assist the Executive Council (i) in the management of the Association, (ii) in the pursuit of the Association's objectives and/or (iii) with regard to the research activities of the Association (particularly FIRM), and (iv) training and advanced education. In addition, they should also indicate that, if they are not already members of the Association they are prepared to become members of the Association soon after their appointment to the Advisory Council. The Advisory Council monitors the work of the Executive Committee and of FIRM with reference to the Mission Statement and the Specific Objectives.
5.3.3 The members of the Advisory Council are appointed by the Executive Committee (in exceptional cases for a specified period or indefinitely) and dismissed. The Executive Committee appoints and dismisses Advisory Council members in consultation with both Advisory Council Chairmen. Each member is entitled to propose individuals for the membership of the Advisory Council to the Executive Committee. When appointing the Advisory Council, the Executive Committee attempts to achieve a balanced Advisory Council, including representatives from industry, research and teaching. Re-election to the council is permitted. A member of the Advisory Council can be relieved of his duties by the Executive Committee at any time before the end of the appointment period. Such a dismissal should only take place for good cause, particularly if the member of the Advisory Council does not actively pursue his duties as a member of the Advisory Council for a prolonged period. Each member of the Advisory Council can relinquish his/her office at any time without providing a reason, by giving three months' written advance notice as of the end of a calendar year. The remaining members of the Advisory Council must be notified thereof immediately by the Chairman of the Advisory Council at the next meeting.
5.3.4 The Advisory Council is headed by two co-Chairmen with equal authority, of whom one should have a teaching and/or research background, and the other should have primarily industrial experience. The Chairmen of the Advisory Council are elected for terms of four (4) years each by the Advisory Council from among its own members, and with the agreement of the Executive Committee. Re-election is permitted. The two Chairmen are responsible for organising the Advisory Council's work – if necessary with the assistance of the Association business office – and for maintaining close exchange of ideas and opinions with the Executive Committee. They can be invited to attend Executive Committee meetings by the Executive Committee.
5.3.5 The Advisory Council meets at least every six months. The Advisory Council will also draw up its own rules of procedure, subject to the agreement of the Executive Committee.
5.3.6 The work of the Advisory Council is not remunerated. However, members of the Advisory Council can request reasonable reimbursement for their expenses.
5.3.7 Members of the Advisory Council should document their commitment to the Association by entering into a personal membership and paying the annual fee therefor, although they are under no obligation to do so. It is recommended to maintain the personal membership and continue attending the round table for personal members even after stepping down from the Advisory Council.
6. Dissolution of the society
If the Association is dissolved or its activities are suspended, or if the tax-exempt purpose of the Association is discontinued, the assets of the Association will be divided equally among the (i) Johann Wolfgang Goethe University Frankfurt, Frankfurt am Main, a legally accredited foundation under public law (§ 81 HHG) and (ii) the Frankfurt School of Finance & Management foundation, both of which organisations are bound to use said assets directly and exclusively for the advancement of charitable, benevolent or church-related purposes.
7. Final provisions
7.1 The Members' Assembly assigns to the Executive Committee the right and empowers the Executive Committee to decide upon changes to the Articles of Association, notwithstanding the restrictions of § 181 BGB, as required by governmental and legal authorities (Registry Court, Tax Office or the like) within the scope of its competence for the purpose of (i) registering the new version of the Articles of Association and/or (ii) recognising or preserving the not-for-profit status. In its internal relationship, the Executive Committee is instructed to use this empowerment or mandate only in such manner that the purpose of the Association of the rights of its bodies or members are not substantially limited.
7.2 Changes or additions to the Articles of Association that are prescribed by the competent registration authority or the tax office, will be implemented by the Executive Committee and require no approval resolution by the Members' Assembly. The Members' Assembly must be informed thereof not later than with the invitation to the next meeting of the Members' Assembly.
If present or future provisions of these Articles of Association should be partly or wholly invalid or unenforceable or if they should lose their validity or enforceability subsequently, the validity of the remaining provisions shall be unaffected thereby. The same applies if it is discovered that these Articles of Association contain gaps. A reasonable provision should be implemented instead of the ineffective or unenforceable provision or to close the gap, which the Parties would have adopted if they had been aware of the gap when drafting the Articles of Association. If the validity of a regulation can only be achieved for the purpose described above by separate agreement with consideration for special formalities, the Parties are obliged to enter into the necessary negotiations and make the requisite statements.
Proposal by the Executive Committee according to Item 3.3.8:
|Fee type||Annual fees in EUR|
|Annual fee for Full member||10,000|
|Additional annual fee for a Premium member||10,000|
|Additional annual fee for a Foundation member||50,000|
|Annual fee for a Personal member||400|
|Annual fee for an Alumni member||50|