Articles of the German-South African Lawyers’ Association e. V.
Name, Objectives, Seat and Business year
The name of this Association shall be German-South African-Lawyers Association e.V.
Objectives of the Association
(1) The Association exclusively and directly pursues charitable objectives as defined in the section “tax benefitted objectives” of the Fiscal Code (Abgabenordnung). The objectives of the Association shall be realized in particular by supporting job related training of German and South African lawyers and other interested persons with regard to the other jurisdiction. This shall be realized by a transfer of knowledge with regard to the law and the legal institutions of both countries among other things through the initiating and supporting of research projects regarding questions of importance for lawyers of both countries. In addition to South Africa law the analysis and development of African laws in the southern part of the African continent shall be taken into consideration.
(2) The Association in non-profit-making. Any profits may only be used in pursuit of the objectives set forth in these Articles. Members shall receive no share of the profits nor in their capacity as members shall they receive other benefits out of the assets of the Association. Members do not have a claim with regard to assets of the Association in case of leaving or the dissolution of the Associations. Not person shall benefit from payments for administrative expenditure which is not in accordance with the objectives of the Association or from remuneration which is disproportionately high.
The Association shall have its registered office in Hamburg.
The business year of the Association shall be the calendar year.
(1) Any person having a special interest in the law of South Africa may become a member, especially those who are connected by their studies or profession with the laws of South Africa.
(2) Corporations and partnerships may also become members of the Association.
(3) The Board of Directors shall decide whether or not to accept an application for membership based upon written application.
(4) Upon recommendation of the Board of Directors the General Assembly may elect honorary members.
(1) Each member with the exception of honorary members shall pay an annual fee, which is due at the beginning of the calendar year. The amount of the annual fee shall be fixed by the General Assembly upon recommendation by the Board of Directors.
(2) The Board of Directors may under special circumstances reduce the annual fee or refrain from the collection.
Termination of Membership
(1) Membership of the Association ends
a) with the death of a member;
b) with the resignation of a member; resignation has to be declared in writing to the Board of Directors and is effective from the end of the business year. Leaving through resignation is only permitted at the end of a calendar year subject to three months’ notice. Fees already paid will not be reimbursed;
c) with expulsion from the Association; a member shall be expelled by decision of the Board of Directors from the Association if his conduct has harmed the interests of the Association; the expelled member may appeal to the General Assembly;
d) by removal of the member from the membership list. A member can be removed from the membership list by decision of the Board of Directors if he has not paid due membership fees although payment has been solicited twice. The cancellation may only be made by decision of the Board of Directors after three months have passed after the second request has been mailed and the fees due have not been paid. The decision shall be notified to the expelled member in writing.
Bodies of the Association
The bodies of the Association shall be
a) the Board of Directors;
b) the General Assembly of Members;
c) the Academic Committee.
Board of Directors
(1) The Board of Directors shall be competent for all affairs of the Association. The Board of Directors shall be composed of chairman, vice chairmen and up to five addi-tional members.
(2) The Board of Directors shall be in office for a period of two years. Only members of the Association shall be elected to the Board of Directors. They may be reelected. The first Board of Directors will be elected by the founding assembly.
(3) The Board of Directors shall not receive any remuneration.
(4) The Board of Directors may resolve bylaws for the conduct of its business.
(5) The Association shall be jointly represented in and put of court by two Board members one of which shall be the chairman or the vice chairman.
Resolutions of the Board of Directors
(1) The Board of Directors shall be summoned by the chairman, in case of his disability by the vice chairman, or by at least two of its members.
(2) The Board of Directors shall have a quorum to make decisions if at least two of its members are present. Decisions are adopted by simple majority of its members; in case of absence the vote may be cast in writing, by telex, telephone or telefax. In the event of a parity of votes the chairman, and in the case of his absence, the presiding member shall have the casting vote.
(3) A protocol shall be made for every Board meeting, which shall contain the resolutions word for word. It shall be signed by the chairman and another member of the Board.
(4) Any transaction involving an obligation of the Association of more than DM 2,000.00 requires the prior approval of the Board.
The General Assembly of Members
(1) The General Assembly of members shall have exclusive competence in the following matters:
a) Election and Dismissal of the Board of Directors;
b) Approval of the annual and financial statements;
c) Formal approval of the Board of Directors;
d) Resolutions on the amendment of the Articles of Association;
e) Appointment of honorary members and honorary chairmen.
(2) The General Assembly of Members shall be held at least once each calendar year. It shall be summoned by the Chairman or in his absence by the Vice Chairman of the Board of Directors in writing, with one month’s notice. The agenda shall be prepared by the Board of Directors and must be stated in the invitation letter. Applications to place additional items on the agenda are only permitted if they are filed in writing with the Board of Directors at least two weeks before the date of the General Assembly. They have to be distributed to the members; the General Assembly decides upon the amendment of the agenda.
(3) An Extraordinary Assembly of Members may be summoned by decision of the Board of Directors or on the request of a third of the members.
(4) In the General Assembly of Members each member and honorary member shall have one vote. In order to exercise its voting rights each member shall be entitled to authorize any other member by written proxy. The General Assembly of Members shall have a quorum if at least three members of the Association are present.
(5) Resolutions of the General Assembly are passed by a simple majority of the votes of members present.
(6) With regard to elections the absolute majority of the cast shall be necessary; there shall be a final ballot between the two candidates which have received the highest number of votes if the absolute majority has not been reached.
(7) Changes to the Articles of Association need a majority of three quarters of members present, forming atleast one third of the membership.
(8) Every General Assembly has to be minuted, the minutes must contain the resolutions adopted by the General Assembly of Members word for word. The minutes have to be signed by the chairman of the meeting and another Board member.
(1) The Board of Directors will be assisted by a Academic Committee, assisted by a Academic Committee, which consults and supports the Board in order to reach the objectives of the Association.
(2) Members of the Committee will be appointed by the Board for a two year term.
Dissolution of the Association
(1) The Association may be dissolved by a resolution of the Assembly of Members passed by a majority of the members.
(2) If the Association is dissolved, the General Assembly of Members shall appoint one or more liquidators who are authorized to liquidate the assets and have power of attorney to represent the Association in the liquidation process and payment of debts.
(3) In the case of liquidation or dissolution or if the objectives can no longer be achieved, the assets of the Association shall be distributed to an association under public law or another association carrying tax privileges to use the assets for the promotion of the education of people and professional education as set out in these Articles. The recipient will be named by the General Assembly together with the decision under (1) supra.
Silence of Articles
Insofar as these Articles of Association do not state differently the Articles 21 sequ, of the German Civil Code shall be applicable.