Articles of association

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Articles of the registered association
„European-Russian Center for Innovation,
Ecology and Economic Development”
EuroRuss e.V.

§ 1
Name, registered office, registration, fiscal yeararrow_up12

  1. The Association is named “EuroRuss: European-Russian Center for innovation, ecology and economic development”.

  2. It has its registered office in Berlin and is to be registered by the local court in Berlin. After the registration the name of association is “EuroRuss e.V.: European-Russian center for innovation, ecology and economic development”.

  3. Fiscal year coincides with the calendar year.

§ 2
The goals of associationarrow_up12

  1. The goal of the association is to promote the sustainable environmental protection by means of conducting of the innovative cooperation on the common European economic area, on the territory of the CIS-countries and Russia, as well as by means of the interaction of the German, European and Russian companies, educational and research institutions, representatives of politics and non-commercial organizations.

  2. The assistance should promote the following:
    • To guarantee the transboundary environmental protection;
    • To make the environmental protection to the self-evident component of the companies’ processes;
    • To create the innovative and environmental-friendly production processes;
    • To achieve the improved safety of the technical equipment in order to provide climate and radiation protection;
    • To facilitate and to support the exchange of innovations, knowledge and experience between European, German and Russian enterprises in the area of the environmental protection;
    • To develop and use intensively the renewable energies and technologies using the renewable energies;
    • To create the platform for the effective information exchange between politics, legacy, research and economy in order to promote and to strengthen the environmental awareness of the population;
    • To reduce the CO2 emissions by means of the common actions of the cooperation partners;
    • To develop the ideas of the harmonization of the West-European and Russian legal norms in the area of the environmental protection and corporate law;
    • To provide the sustainable environmental friendly economic development in the common European area and worldwide.

  3. The association goals are to be implemented by the following activities:
    • Organization of the regional, national and international events with the environmental focus (conferences, congresses, forums, meetings, etc.);
    • Support by means of the provision of the information about the newest technologies (especially in sector of water sewage systems, equipment and filter technologies, solar technologies);
    • Facilitation of the permanent exchange of information and ideas with the competent governmental authorities (especially federal Ministries for environmental protection) about the alterations and plans in line with new legal regulations and public aid programs;
    • Establishing of contacts between the expert teams for the organization of seminars with the focus on the innovations and environmental protection;
    • Organizing of the programs for further education to make the enterprises and its managers attentive for the problems and further development of our environment;
    • Developing and participating on the drafting of the sustainable environmental concepts and their possible implementation by the innovative enterprises and governmental administrative structures;
    • Organization of visits to enterprises in the research and production fields to promote the knowledge exchange.

§ 3
Common public interest and disposition of fundsarrow_up12

  1. The association pursuits exclusively charitable objectives in terms of the paragraph “Tax-privileged aims” of the General Tax Code (Abgabeordnung-AO), especially the promotion of environmental protection (§52 part 2 nr. 8 of AO) and the development of cooperation (§52 Part 2, nr. 15 AO).

  2. The association is acting altruistic; it does not primarily aim at its own economic interests.

  3. The association funds may be used only for goals stated in these articles. The members of the association are not granted any benefits out of the funds of the association. No person is allowed to be benefited from the payments which stem from the activity not stated in these articles or excessive high payments.

  4. The objectives stated in §2 of these articles can be realized according to §58 nr.2 AO by means of transmission of funds to other tax-privileged corporate bodies or to the corporations under the public law. The association can use the services of one or more assistant persons to realize its objectives in terms of §57 Part1 clause 2 AO.

§ 4
Membershiparrow_up12

  1. The full members of the association can be natural and legal persons of any form of organization based in Germany, Europe, Russia and other countries, which objectives and activity or professional interest is consistent with the activity of the association and which do not pursue criminal aims.

  2. One has to make an application for membership to the board of directors in written form. The board of directors adjudicates upon the entry. The membership begins if the board of director accepts the application. The claim for entry is not granted.

  3. The members are authorized to participate at all events organized by the association. Moreover the members are entitled to make applications to boards of directors. During the general meetings the natural persons exercise their voting rights personally and the legal persons nominate an authorized agent with voting power.

  4. The members are obliged to support the association and its goals – also in public- in a proper way. The members should promote and develop the association by means of the active cooperation.

  5. The membership ends through the voluntary discharge, elimination without a notice or death of a member as well as liquidation of the association or opening of the insolvency proceedings.

  6. The voluntary discharge should be declared in a written form by the member to any board member. The discharge can be declared only by the end of the year, thereby the cancellation period of three months is to be observed. The membership fees have to be discharged till the end of the year.

  7. If a member has seriously violated the goals and interests of the association or in spite of the admonition is for three months overdue with the paying of the membership fee so such member can be eliminated from the association by the board with the immediate effect. The member has to be listened by the board before the passing of a resolution. The resolution of the board has to be accounted for in a written form. The discharge resolution can be appealed against within the period of six months on announcing of the discharge resolution and the appellation should be decided on the next general meeting. The general meeting is to decide about the member elimination by the majority of votes.

  8. By the ending of the membership on whatever reason all claims from the membership relation cease to exist. The refunding of the membership fees, donations and other aid benefits are basically impossible.

§ 5
Fees and donationsarrow_up12

  1. The association aquires its funds through the membership fees and benefits from members as well as donations from the third parties as far as those are not connected with the actions which are forbidden for the association.

  2. The membership fees and its due-date are regulated in the financial articles.

  3. On becoming a regular member, the member is obliged to pay the annual fees. The amount of the fees is determined by the general meeting.

  4. The administrative costs should be reduced to its minimum.

§ 6
The bodies of the associationarrow_up12

    The bodies of the association are:
  1. the Board;
  2. general meeting;
  3. advisory council.

§ 7
Boardarrow_up12

    1. The board consists of the following three persons:
    2. the chairman;
    3. the secretary;
    4. the treasurer .

  1. The Board is elected by the general meeting for the period of three years. The multiple reelections are allowed. After the expiry of the election period the board members keep their plenary powers till the successors take the office. The board members should be only the members of the association. By the legal persons one representative can become the board member. By the termination of the membership by the association the office of the board member terminates as well. If a board member retires the board is authorized to appoint a temporary board member.

  2. The board manages is liable for the association activity. It is responsible for all affairs of the association unless other association bodies with any special issues are delegated. The board can accept the internal regulations and distribute special tasks between the members or set up committees for the preparation and implementing the tasks.

  3. The board chairman represents the association judicially and extra judicially alone. Other board members represent the association jointly with the other member.

  4. The board resolute with the ordinary majority of votes. The board has a quorum if minimum 2 members including the board chairman are present by the meeting. The board can resolute in a written procedure. By the equality of votes the resolution is considered to be rejected.

  5. The resolutions of the board are stipulated in the minutes and signed by at least two board members.

  6. The board obtains for its activities which are necessary for the operating of the association reimbursement of expenses. The advanced payment which is necessary for the implementing the administrative tasks of the board is possible. The size and type of the reimbursement payments is regulated in the financial order. Alongside the board can receive a moderate remuneration for its activities; the exact size and type of activities to compensate should be regulated in the financial order, whereas the compensation principles defined by the Federal financial ministry are to be observed.

  7. The board is allowed to incur liabilities concerning the association assets only restrictive till the official registration of the association. Its authority is insofar explicitly limited.

§ 8
General meetingarrow_up12

  1. The highest body of the association is the general meeting. It has in particular following tasks:
    1. To accept and to advise the annual reports of the board;
    2. To determine the measurements’ plan to promote the association goals;
    3. Election, dismissal and discharge of the board;
    4. Resolution of the articles, amendments in the articles;
    5. Constituting the financial order;
    6. Approval of the budget for the next year drawn by the board;

  2. A regular general meeting is called by the board if necessary, however at least one time in a business year. The invitation is sent by the board at all the known addresses of the members at least 4 weeks before the meeting in a written form with the notification about the preliminary agenda, place, date and time. The deadline begins with the day following after the day of the sending of the letter of invitation. The letter of invitation is considered to have approached the member if the letter is sent to the last known member’s addressee that was at last registered by the association. An extraordinary general meeting can be called if the association interests are concerned.

  3. The proposals of the member concerning the agenda should be submitted by the board in a written form at least two weeks before the general meeting. The agenda issues which were submitted later have to be communicated the member in due time before the general meeting.

  4. The minutes should be recorded about the general meeting which is to be signed by at least two board members.

  5. The resolutions of the general meeting are accepted as a rule according to the ordinary vote majority of the presented members. Each member has only one vote. In the general meeting only members posses the voting right. Another member can be authorized in a written form to vote at the general meeting. The general meeting has a quorum if at least 20% of the members with the voting power are present or other members authorized with the voting power. Otherwise another appointment for the general meeting has to be defined by the chairman and all the members have to be invited to this meeting. The second called meeting has a quorum regardless the number of attendant members or their representatives. This has to be stated in the letter of invitation. By the equality of votes the resolution is considered to be rejected.

  6. The adoption of the resolution is allowed only to the issues which were noticed in the invitation letter or announced before the beginning of the general meeting. In case there will be new issues for voting defined during the general meeting, at least three fourths of the appeared members must assent.

  7. The adoption of the resolution by means of the written circulation procedure (for example with the help of the circular resolution) without the general meeting is possible. The voting procedure is to be induced by the board. The proposals for resolution have to be formulated by the board. For adoption of resolution by means of the circulation procedure the ordinary vote majority is required. The board is authorized by the circulation procedure to set up the deadline for the association members till which all the votes should be passed to the board. When the resolution is adopted the board informs the members about the voting result formless.

  8. The general meeting decides about:
    1. exemption from payment of the membership fees;
    2. tasks of the association;
    3. purchase and sale as well as charge of the real estate;
    4. sharing at the enterprises;
    5. making legal transactions with the value of 10,000 EUR;
    6. Permission of all the internal regulations for the association.

§ 9
Advisory boardarrow_up12

  1. The association can appoint an advisory board from the reputable personalities.

  2. The task of the advisory board is to consult the association by its statutable tasks and to support it on an honorary basis. The advisory board forms its opinion by adoption of resolutions. By the adoption of resolutions the majority of the valid votes decides. The resolutions of the advisory board have to be registered for the purpose of later evidence and signed by the chairman.

  3. The General meeting resolves about the acceptance in the advisory board according to the recommendation of the board.

§ 10
Committeesarrow_up12

  1. The members of the association can constitute the committees and commissions in order to support the achievement of the association goals.

  2. The member of the commissions and committees can be only the association members.

§ 11
Country councilarrow_up12

  1. The member of the association can be organized in the country groups. The affiliation to a definite group depends on the seat or addressee of the member.

  2. Each country group chooses the country representative. The country representatives constitute the country council.

  3. The country council has an advisory function and can propose the board non-binding proposals for resolution.

  4. The country council adopts resolutions on the basis of the ordinary vote majority. Thereby each country representative has one vote.

  5. The chairmanship in the country council is undertaken by a country representative for 6 months. After this time has elapsed the chairman is replaced by another country’s representative. For the rotation the alphabetic sequence of countries is considered.

  6. The term of office of the country representatives makes up three years. The reelection is possible.

  7. The country representatives act honorary. The financial compensation for the activity of the country representatives is not to be paid.

§ 12
Managing directorarrow_up12

  1. The board can appoint the managing director to carry out the current transactions upon its instructions.

  2. The managing director is appointed and discharged by the board on the recommendation of the general meeting.

  3. The financial compensations or/and allowances payments for the activity of the managing director are explicitly permitted. The detailed arrangement as well as the form and size of the compensations and allowances are regulated by the financial order or internal rules.

  4. The managing director is authorized subject to the permission of the board to set up the branch office. The permission is to be given by the board if the establishment of the branch office is required and there are no other opportunities available.

§ 13
Amendments of the articlesarrow_up12

The majority of two thirds of all the members is required in order to amend the articles of the association. The general meeting can vote for the amendments of the articles only if this issue has been announced in the agenda in the invitation letter and the new association articles have been enclosed to the invitation letter.

§ 14
Registration of resolutionsarrow_up12

The resolution adopted during the board meeting and general meeting are to be registered in a written form and signed by at least two board members.

§ 15
Liquidation of the association and assets commitmentarrow_up12

  1. The majority of three quarters of all members is required in order to liquidate the association. The resolution can be passed only in case of the due announcement of this issue in the invitation letters to the general meeting.

  2. By the liquidation of the association or in case of the abolition of the tax-privileged goals the assets of the association are to be passed in favour of a legal person of the public law or other tax-privileged incorporation which has to apply these assets for the purposes of the environmental protection.

  3. If by the liquidation of the association only the modification of the legal form or merger with the other homogeneous association is intended and the new legal representative pursuits the same association goals the association assets are to be passed to the new legal representative.

  4. As liquidators the authorized board members in office are determined unless the general meeting resolves in another way.