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The By-Laws of the German-American Lawyer’s Association e.V. as of March 18, 1995.
I. Name, Seat, Fiscal Year
- The Association is named the German-American Lawyer’s Association e.V.
- The Association has its seat in Bonn
- The fiscal year is the calendar year.
II. Purpose of the Association
- The Association exclusively and immediately pursues charitable aims as per the subsection “tax-advantaged aims” of the General Fiscal Law.
- The purpose of the Association is the advancement of professional and popular education, in particular the professional education of German lawyers and other groups interested in the fields of American law, as well as the advancement of American lawyers and other groups interested in the fields of German law.
- The purpose of the By-Laws shall be realized in particular through the communication of knowledge of the law and of legal institutions in the United States and in the Federal Republic of Germany. This shall be accomplished through publications, lectures and other activities as well as through the encouragement and promotion of research papers on questions which are of import for lawyers of both nations, and through promotion of foreign exchange programs for jurists.
- The Association is charitable; it does not chiefly pursue its own financial interests.
III. Assocation Finances
- The finances of the Association may only be used for such purposes as are foreseen in the By-Laws. Members will not receive money from the Association.
- No individual may benefit from expenditures which are foreign to the purpose of the Association or from disproportionately high remuneration.
IV. Membership
- All persons who have a particular interest in American law may become members of the Association, in particular those who have studied in the United States.
- Legal persons may also become members of the Association.
- The board of directors will decide on the acceptance of a new member on the basis of a written membership application.
- On the recommendation of the board of directors, the general members’ meeting may elect honorary members.
V. Membership Dues
All members – excepting honorary members – are obligated to pay the annual dues, the amount of which will be determined by the general members’ meeting, on the recommendation of the board of directors.
VI. Ending Membership
Membership in the Association ends
- through a written declaration which is to be sent to the board of directors and which has effect from the end of the fiscal year;
- through exclusion from the Association on the occasion of a member damaging the interests of the Association, which can be determined by the board of directors. The excluded member may contest the board of directors, in which case the general members’ meeting will decide on the matter;
- through a resolution of the board of directors, with which is declared that a member is in arrears with the payment of his annual dues and has not, in spite of two written warnings, made payment within an appointed time.
VII. General Members’ Meeting
- The general members’ meeting convenes at least twice each fiscal year. In the event that the president is unable to, the first vice president will convene the meeting within the time of one month with reference to the order of business proposed by the board of directors. The board of directors or one third of the membership body may make application to convene an extraordinary general members’ meeting.
- In the general members’ meeting, every member has one vote. The general members’ meeting has quorum when at least ten members are present. A second general members’ meeting with the same order of business has quorum when at least 14 days have elapsed from the end of the last meeting and when at least five members are present.
- The general members’ meeting elects the board of directors for a term of one year and discharges the same and also and accepts, examines and approves the annual report as submitted by board of directors.
- Resolutions of the general members’ meeting are binding with a simple majority.
- Elections require an absolute majority of votes; if this is not achieved, a runoff takes place between the two leading candidates.
- Modifications to the By-Laws require a majority of two thirds of all present members but at least 10 per cent of the membership body. The right to vote can be exercised through writing or, by means of a written authorization, through the agency of other members.
- The resolutions of the general members’ meeting shall be recorded in the minutes, which must be signed by the president and countersigned by one other member of the board of directors.
VIII. The Board of Directors
- The Association’s business shall be conducted by the board of directors. This will consist of the president, the first vice president and the second vice president, as well as four other members. If there is a need, the general members’ meeting can propose additional directors. After the conclusion of the fiscal year, the old board of directors must continue in its capacity until the new board of directors has been elected, if the election did not take place before the end of the fiscal year.
- The board of directors has quorum when at least three of its members are present. Resolutions of the board of directors require a simple majority; it is possible for directors unable to attend the meeting to vote through a written declaration.
- The board of directors shall be convened by the president. In the event that the president should be prevented from convening the board of directors, the first vice president shall carry out that duty. At least two directors may demand that the board of directors be convened.
- The board of directors in the sense of Paragraph 26 of the Civil Code (German) comprises the president as well as the first and second vice presidents. The Association shall be represented by the president and the first and second vice presidents.
IX. Advisory Council
On the recommendation of the board of directors, the general members’ meeting may summon an Advisory Council for a two year term, which has the role of advising and supporting the board of directors.
X. The Termination of the Association
- The Association may be terminated by resolution of the general members’ meeting through a majority vote.
- In the event of termination, the general members’ meeting shall appoint one or more liquidators, who shall be entrusted with the liquidation of the Association’s assets and shall be authorized to manage active assets and settle debts.
- After termination or rescission of the Association or in the event that the Association lose its tax advantaged status as a charitable organization, then the assets of the Association shall default to a corporation of the public law or another recognized, tax advantaged charitable organization for the purpose of promotion of popular and professional education, as described in the By-Laws. The recipient shall be determined by the general members’ meeting, as per Subsec. 1 above.
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