Articles of Association
(Association to promote research in the field of the construction and use of
combustion engines and their technical accessories)
In accordance with the resolutions of the members dated 16.10.1956,
31.05.1960, 21.04.1961, 13.05.1969, 08.07.1970, 17.09.1976, 28.05.1986,
19.05.1988, 14.05.1991, 17.05.1995 and 25.09.2003.
§1 Name and registered office and principal place of
business
The association bears the name „Forschungsvereinigung
Verbrennungskraftmaschinen e.V.“ (Research Association for Combustion
Engines). It has its registered office and principal place of business in Frankfurt am
Main and is there entered on the Register of Associations.
§2 Purpose
The purpose of the association
is to promote scientific research in the field of combustion engines and their
technical accessories as well as to create all the pre-conditions necessary for
this purpose in the relevant fields. To this purpose, research tasks are to be
jointly pre-pared and carried out. The results of these research tasks are made
accessible to the general public through publication.
The association exclusively and directly pursues
public-benefit purposes objectives within the meaning of the section
“Tax-privileged purposes” of the German Fiscal Code dated 1977.
The association acts selflessly; it does not
primarily pursue economic purposes of its own.
Funds of the association may only be used for the
public-benefit purposes that accord with the Articles of Association of the
association. No person may be favoured by expenditure foreign to the purposes of
the corporation or by exceptionally high remuneration.
§3 Business year
The business year is the calendar year.
§4 Membership
The association consists of ordinary and
extraordinary members.
Manufacturers of combustion engines or of
technical ac-cessories for combustion engines as well as service enterprises
that work predominantly in the field of combustion engines whose registered
office and principal place of business and production and/or whose registered
office and principal place of business in the case of service enterprises lie in
the Federal Republic of Germany may become ordinary members.
Bodies corporate and natural persons,
associations of such persons as well as scientific institutes that have an
interest in the promotion of the construction and development of combustion
engines and their technical accessories and that do not fulfil the
pre-conditions for acquiring ordinary membership may become extraordinary
members.
§5 Acquisition and loss of
membership
Membership is voluntary.
Ordinary and extraordinary members are admitted
on the basis of written applications through a resolution of the Executive
Committee; in special cases the Executive Committee may, after having examined
an application for membership, submit same together with a report to the Meeting
of the Members for them to pass a corresponding resolution.
Membership is terminated:
– through termination with effect from
the end of a business year by observing a period of notice of three months; the
declaration of withdrawal from the asso-ciation must be submitted in writing and
by registered post.
– without notice of termination through
death, deregistration of the company or the opening of bankruptcy
proceedings.
– through exclusion; such an exclusion can be effected by a
resolution of the Executive Committee if a member fails to meet the obligations
entered into through joining the asso-ciation despite having been called upon to
do so or if he has acted contrary to the inter-ests of the association. To avert
such an exclusion, the member has the right of appeal to the Meeting of the
Members, whose decision is final.
All claims vis-à-vis the association lapse
together with the end of the membership, these claims relating both to any share
in the research results that have been gained as well as to any claims of a
financial nature.
§6 Rights and duties of the
members
Ordinary members are entitled to use the
facilities of the association, to request information from the field of
experi-ence of the association and to submit proposals for the initiation,
supplementation or extension as well as the restriction of research tasks. They
have the right to regularly receive the circular letters and the research
reports free of charge. At meetings of the members, each ordinary member has one
vote.
The extraordinary members are entitled to
collaborate in individual research projects by means of competent
representatives who are appointed by the Advisory Board to committees which the
latter has set up (§11), and on request the extraordinary members are entitled
to be informed about the results of individual projects. They may participate in
meetings of the members in an advisory capacity.
All members are obliged to pay annual membership
fees. The amount of these annual membership fees is deter-mined by the Meeting
of the Members in Membership Fee Regulations.
The funds raised through the membership fees of
the members and the state subsidies are to serve exclusively to carry out the
research projects of the association. Their use for administrative tasks is to
be kept to the necessary minimum.
§7 Executive bodies of the
association
The executive bodies of the association are:
– the Executive Committee
– the Advisory Board
– the Meeting of the Members.
§8 The Executive
Committee
The Executive Committee consists of max. 20
persons who are elected at the Meeting of the Members for a period of 2 years as
well as in addition the current chairman of the Advisory Board. In each case the
Meeting of the Members decides the effective number of the Executive Committee
members after a proposal has been submitted by the Executive Committee. The
Executive Committee conducts the business of the association until a new
election is held; reelection is permissible.
The Executive Committee chooses a chairman and a
deputy from its own ranks.
The Managing Executive within the meaning of § 26
German Civil Code (BGB) is the chairman and his deputy. Each of these is
authorised to represent the association alone.
The members of the Executive Committee act in an
honorary capacity.
The Executive Committee runs the association and
ensures the fulfilment of its tasks. It is bound to the resolutions of the
Meeting of the Members but is free in its decisions within the framework of
these. It is entitled to execute financial transactions within the framework of
the budget.
The Executive Committee decides on:
– the admission and exclusion of
members;
– drafting of the budget and the annual
statement of accounts, which must be approved by the Meeting of the Members;
– appointing the Management and the
scientific employees;
– the execution and financing of research
tasks on the basis of the proposals of the Advisory Board;
– matters that are especially referred to
it by the Meeting of the Members.
The Executive Committee decides by a simple majority of the members of the
Executive Committee who are present. The Executive Committee can vote in the
form of a written ballot if all members of the Executive Committee agree to
this.
§9 Advisory Board
Each ordinary member has the right to delegate a
representative to the Advisory Board. This representative must hold a leading
position in the research and development sector within his company in the field
of combustion engines.
The Advisory Board has the task of developing
research projects and of making proposals with regard to their execution
including their financing, which are then to be approved by the Executive
Committee. It monitors execution of the research tasks. It can appoint
committees (working committees) and determine their fields of activity, insofar
this appears to it to be useful and necessary.
The Advisory Board elects a chairman and a deputy
from its own ranks for a period of three years. The meetings of the Advisory
Board are conducted by its chairman, or if he is prevented from so doing, by his
deputy.
The members of the Advisory Board act in an
honorary capacity.
§ 10 Meeting of the
Members
The general Meeting of the Members must be
convened by the Executive Committee at least once a year. The invitation to this
Meeting of the Members must contain the complete agenda and must be posted at
least two weeks before the date of the meeting.
Extraordinary meetings of the members can be
convened in the same way if the Executive Committee considers this to be
necessary or at least the half of all the members make a corresponding
application.
The members can have themselves represented by a
proxy with a written power of attorney, in which case one proxy can exercise the
voting rights for no more than five votes.
The Meeting of the Members decides on:
– the approval of the report on the past
business year;
– acceptance of the accounting for the
past business year;
– the accounting planning for the current
business year as well as the granting of discharge to the members of the
Executive Committee and to the management;
– the amount and due date for payment of the membership fees for
ordinary and extraordinary members according to Membership Fee Regulations that
are to be separately resolved by the meeting;
– any appeal against the exclusion of a
member;
– the admission of new members insofar as
the decision is submitted by the Executive Committee;
– amendments to the Articles of
Association as well as the dissolution of the association.
The Meeting of the Members is conducted by the
chairman of the Executive Committee or his deputy.
The Meeting of the Members forms a quorum if it has been properly convened
and more than a half of the members who are entitled to vote are represented. If
the meeting fails to form a quorum, the Meeting of the Members that is again
convened within a short time with the same agenda shall then form a quorum
irrespective of the number of members present, if this was especially pointed
out in the invitation.
The Meeting of the Members passes its resolutions
by a simple majority of the votes of the members present.
§ 11 Committees
Collaboration in the committees set up by the
Advisory Board is on an honorary basis and must be performed by the member
personally. The field of duties and the manner of working of the committees are
determined by the Advisory Board.
§12 Written records
Written records must be kept of all meetings of
the Execu-tive Committee, of the Advisory Board, of the Meeting of the Members
and of the committees and these are to be signed by the person conducting the
relevant meeting and by the Management.
§13 Management
The Executive Committee appoints the Management,
who must conduct the affairs of the association in accordance with the Articles
of Association as well as in accordance with the resolutions of the executive
bodies, as well as a Deputy Management if necessary. The Management is bound by
the instructions of the Executive Committee and is responsible for
implementation of the resolutions passed by the Meeting of the Members.
The Management must recruit the necessary
personnel; technical-scientific assistants are to be proposed to the Executive
Committee for engagement.
§14 Amendments to the Articles of Association,
dissolution
Resolutions regarding amendments to the Articles
of Association as well as regarding the dissolution of the association require a
two thirds majority of the votes cast at the Meeting of the Members. If the
association is dissolved or if the purpose for which it was set up becomes void,
the assets of the association shall accrue to the Deutsche
Forschungsgemeinschaft in Bad Godesberg for the purposes of promoting applied
research. No assets or asset items may on any account be transferred to members
of the association.
Last update19th September 2008
Stand: 19. September 2008
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