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.