Articles of the German-South African Lawyers’ Association e. V.
[Please note: this English version of the Articles is purely meant for information purposes; the German version as the official version shall prevail.]
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 purpose of the Association is the advancement of education as well as innovation and research. ln particular it aims at supporting job related training of German and South African lawyers and other interested persons with regard to the otherjurisdiction. 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 events, lectures, publications as well as the initiating and supporting of research projects regarding questions of importance for lawyers of both countries. ln order to achieve the purpose of the Association studies abroad, academic works, projects and activities in Germany and South Africa may be supported financially or by way of awarding scholarships in accordance to the specific scholarship policies as set out by the Board of Directors. 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 acts altruistically; it does not primarily pursue its own economic interests. Funds of the Association may solely be used in pursuit of the objectives set forth in these Articles. Members shall receive no allocations of funds of the Association. Members shall have no claim with regard to assets of the Association in case of resigning or in the event of the dissolution of the Associations. No person shall benefit from payments which are not in accordance with the objectives of the Association nor from benefits which are disproportionately high.
(3) The members of the Board of Directors may obtain a reimbursement of their expenditures. This also applies to members who undertake tasks in the course of pursuing the purposes of the Association.
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 associated by virtue of 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 reserves the sole discretion on 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) upon the death of a member;
b) upon 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 relevant 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) upon 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 after no less than two demands for payments has been made. The cancellation may only be made by decision of the Board of Directors after the expiry of three months from the day upon which the second demand has been dispatched and the fees remain unpaid. The notice of expulsion shall be communicated 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 additional 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 agree upon rules of conduct in respect of its business.
(5) The Association shall be jointly represented in a court of law or at an out of court settlement by two members jointly one of whom must be the chairman or vice-chairman.
Resolutions of the Board of Directors
(1) The Board of Directors shall be constituted by the chairman, or in the event of his unavailability by the vice chairman, or by at least two of its members.
(2) A quorum of the Board of Directors shall be constituted 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 transmitted text, 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) The minutes of every Board meeting, shall be kept and shall contain the resolutions word for word. lt shall be signed by the chairman and one other member of the Board.
(4) Any financial transaction lnvolving an obligation of the Association in excess of EUR 1,000.00 requires the prior approval of the Board.
The General Meeting of Members
(1) The General Meeting 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 Meeting of Members shall be held at least once per annum in a calendar year. By virtue of a decision by the Board of Directors, the meeting of members may be held virtually without the requirement of physical presence, in order to enable all members to exercise their rights in part or in toto by way of electronic communication; in addition to the aforesaid, the Board of Directors may decide to hold a physical meeting with the alternative of allowing members the option to participate virtually. The General Meeting of Members shall be called by the Chairman or in his absence by the Vice-Chairman of the Board of Directors in text form, with one month’s notice. The agenda shall be in writing and shall be prepared by the Board of Directors and must be stated included in the invitation text. Applications to place additional items on the agenda are only permitted if they are submitted in text form to the Board of Directors at least two weeks before the date of the General Meeting. The written agenda must be distributed to the members; the General Meeting may decide upon the amendment of the agenda.
(3) A Special Meeting of Members may be called by the Board of Directors or at the request of a third of the members.
(4) At the General Meeting 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 Meeting of Members shall constitute a quorum if at least three members of the Association are present, alternatively in the case of a partially virtual, partially physical meeting both those who are physically present and those who are participating by way of electronic means.
(5) Resolutions of the General Meeting are passed by a simple majority of the votes of participating members.
(6) ln case of the elections an absolute majority of the votes cast shall be required; there shall be a final ballot between the two candidates who have received the highest number of votes in the event that an absolute majority has not been reached.
(7) Amendments to the Articles of Association require a majority of three quarters of the participating members. The Board of Directors is entitled to perform drafting changes that become necessary by request of the court of registration or the tax authority for the recognition as a non-profit organisation without involvement of the General Meeting of Members.
(8) The General Meeting of Members is entitled to pass resolutions in writing without meeting physically or virtually. As a precondition, the resolution to be passed has to be sent to every member. The resolution shall be deemed to have been passed if within three weeks from the time the draft resolution has been sent (date of the postmark or of the email) no member rejects. In the event of a rejection by a member the draft resolution has to be dealt with at the next General Meeting of Members.
(9) The minutes of every General Meeting must be recorded in writing and must contain the resolutions adopted by the General Meeting 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 an 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 Meeting of Members passed by a majority of the members.
(2) lf the Association is díssolved, the General Meeting 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 tax-privileged purposes cease to apply, the assets of the Association shall be distributed to a legal person under public law or another association carrying tax privileges to use the assets for the promotion of the education of people and professional education. The recipient will be named by the General Meeting together with the decision under (1) supra.
Silence of Articles
lnsofar as these Articles of Association do not specifically prescribe othenwise the Sec. 21 et seq. of the German Civil Code shall be applicable.