Bylaws
Commodity and Energy Markets Association
e.V.
§1 Name,
Domicile and Fiscal Year
1. The Association shall be operated
under the name “Commodity and Energy Markets Association e.V.”
2. It shall be entered in the register
of association and shall bear the supplement “e.V.”.
3. The domicile of the Association
shall be Hannover.
4. The Association year shall be the
calendar year.
§2 Purpose
and Non-profit Status
1. The purpose of the Association is to
promote the research in the fields of financial economy, mathematics and
economics as well as the exchange between science and practice and to establish
and cultivate regional and international contacts with respect to the research
area Commodity and Energy Markets.
This purpose is being
accomplished in particular by organizing scientific conferences, events and
projects, by issuing publications and the like as well as by public relations
work.
2. The Association shall exclusively
and directly pursue objectives of public benefit within the meaning of the
section on "tax-privileged purposes" of the tax code.
The Association shall work selflessly; it does not pursue in the first place
own economical purposes. Funds of the Association may only be used for the
purposes defined in the Articles. Members of the Association shall not be
granted any allowances from the funds of the Association. No person may benefit
from expenditures that are not related to the purpose of the Association or
through inappropriately high allowances.
§3 Acquisition of Membership
1. Natural persons (individual
membership) as well as legal persons and commercial partnerships (company
membership) may become a member of the Association.
2. The Management Board shall decide on
the acceptance of a new member on the basis of a written membership
application. In the case of a refusal of membership, the Board shall not be
obliged to communicate the reasons for the refusal to the applicant.
3. The Association may appoint natural
persons, who have rendered outstanding services with respect to its objectives,
as honorary members. The decision to confer honorary membership shall be made
by the general meeting acting by simple majority.
§4 Termination
of Membership
1. Resignations from the Association
can be made at any time. The Board must be notified by the resignation in
writing with one month’s notice to the end of the current year.
2. The membership will terminate on the
death of the member (natural person), with respect to legal persons or
commercial partnerships the membership shall not automatically terminate in
case of the closing of the Association, but only by resignation or exclusion.
3. Members can be excluded from the
Association, if their behavior grossly infringe the interests of the
Association, or if they do not fulfil their financial commitments within the
fixed period of one month despite two reminders.
a. The Board shall declare the
exclusion in writing. The decision on exclusion must contain the reasons for
the exclusion.
b. The respective member may file an
objection against the decision on exclusion of the Board in writing within one
month after its receipt and may ask for a decision of the next ordinary general
meeting. Afterwards the membership shall be suspended until the general meeting
has made a decision. The respective member shall be notified of the content of
the decision by the Board within one month.
c. In the event of a member retiring
from the Association any outstanding contributions have to be paid for
immediately.
4. Members who retire or are excluded
from the Association shall lose any claim with respect to the assets of the
Association.
§5 Rights and Obligations of the
Members
1. Every member shall be entitled to
participate in the general meetings, to obtain a hearing in such meetings, to
file applications as well as to participate in votes and elections.
2. Every member shall be obliged to
settle the admission fee determined by the Rules on Membership Fees as well as
the annual fee until the last day of the first month of the Association
year. The Rules on Membership Fees shall
be decided on a proposal from the Board by the general meeting.
§6 Bodies of the Association
1. Bodies of the Association shall be
the Board and the general meeting.
§7 Management Board
1. The Management Board shall consist
of at least three and no more than 6 members, namely
a. the chairman,
b. the deputy chairman,
c. the treasurer,
d. up to three further members.
2. Uniting several executive offices in
one person shall not be permissible.
3. The Board members according to a),
b), and c) may represent the Association in and out of court alone. The Board
members according to d) may represent the Association in and out of court
together with another Board member.
4. The Management Board shall be
elected by the general meeting for a period of two years from the date of the
election. However, it shall remain in office until a new Board has been
elected.
5. In the event the chairman, the
deputy chairman or the treasurer retires before completing his term of office, the
Board shall fill this vacant post with a representative from its members until
the next general meeting.
§8 Obligations
of the Management Board
1. The Management Board shall conduct
the business of the Association and shall take the final decision on the
admission of members.
2. The Management Board shall annually
invite to an ordinary general meeting.
3. The Management Board shall present
an annual statement of accounts to be examined by cash auditors elected by the
general meeting. Moreover, it shall report to the general meeting on past and
future activities of the Association.
§9 Cash
Audit
1. The general meeting shall elect two
cash auditors, who shall not be Board members, for a term of two years. These
shall audit the mathematical accuracy of the book and treasury management at
the end of a fiscal year.
2. The cash auditors shall report in
the next ordinary general meeting.
§10 General Meeting
1. The general meeting shall
particularly decide on
a. the election and dismissal of the
members of the Board,
b. the election of the two cash
auditors,
c. the acceptance of the annual report
and the discharge of the Board;
d. the determination of the amount and
timing of the annual fee,
e. the resolution with respect to any
amendment to the Articles of Association and the dissolution of the
Association.
2. The ordinary general meeting shall
take place once a year. Moreover, an extraordinary general meeting must be
called, if the interests of the Association require this, or, if at least 4/10
of the members demand such a meeting in writing stating the purpose and the
reasons for it.
3. Every general meeting must be
convened by the Board in writing or by electronic means by observing a period
of notice of two weeks and by indicating the agenda. The invitation period shall start with the
first working day after the dispatch of the invitation. For the effectiveness
of the invitation the dispatch to the latest address notified by the member
shall be sufficient.
4. An implementation of the general
meeting via internet in the presence of all members wishing to take part shall
be permissible. Submissions and resolutions must be recorded and made
available. The access has to be secured by protocol.
5. The meeting shall be headed by the first
chairman and in case he is prevented the second chairman. In case both of
them should be absent a chairman shall be elected by the general meeting.
6. Every duly called general meeting
shall constitute a quorum regardless of the number of the members present or
members connected by electronic communication media.
7. The resolutions of the general
meeting shall be adopted by a simple majority of the valid votes cast. However,
for the amendment of these Articles of Association or the purpose of the
Association a majority of 2/3 of the valid votes cast shall be necessary.
8. The resolutions of the general
meeting shall be recorded. Such document shall be signed by the chairman and
the keeper of the minutes.
§11 Revenues
1. The revenues of the Association
consist of
a. annual fees of the members,
b. voluntary donations of the members
or other persons,
c. the revenues of the assets of the
Association.
2. The assets of the Association will
be built up from those revenues which will not be immediately required for the
current administration of the Association or for the achievement of the Association’s
objectives.
§12 Use of Funds
1. The assets and the revenues of the
Association may – subject to the tax-law provisions (currently § 6 KStG) – only
be used for the achievement of the Association’s objectives (§2) and for the
ongoing administration.
§13 Dissolution of the Association
1. For dissolution of the Association a
majority of 4/5 of the valid votes cast will be required.
2. In the case of dissolution or
annulment of the Association or cessation of tax-privileged purposes the assets
of the Association shall be transferred to the Deutsche Forschungsgemeinschaft
e.V. in Bonn. The Deutsche Forschungsgemeinschaft shall use these assets
directly and exclusively for scientific purposes.
3. Unless the general meeting decides
otherwise, the 1st and the 2nd chairman may act jointly as representatives in
the liquidation process.