Articles of Association
As at: October 2006
§ 1 Name, Seat, Business Year
1) The association bears the name "Deutsche Gesellschaft für Recht und Informatik e.V." [German Association of Law and Informatics] (DGRI); it shall be entered in the Register of Associations as a registered association.
2) The seat of the Association is Berlin. The board may determine a different location for the office.
3) The business year is the calendar year.
§ 2 Purpose of the Association / Application of Funds
1) The Association addresses the prerequisites and consequences of information technology in regard of the law, business and the administration. It furthers information technology in the legal system and in the administration, as well as legal informatics.
2) The responsibilities of the Association in this respect include, in particular,
- Cooperation among lawyers and computer scientists in research, teaching and practice;
- Specialist conferences and publications;
- International contacts;
- Exchange of views among academia, business, technology, administration and the judiciary;
- Improvement of the appreciation of the legal, social and economic problems caused by automation;
- Participation in the legislative process.
3) The Association shall pursue its purpose neutrally and independently.
4) The Association exclusively and directly pursues non-profit objectives in the sense of the section in the German Tax Code on "Purposes Eligible for Tax Relief". The Association acts in an altruistic manner and shall not primarily pursue its own business objectives.
5) Funds of the Association may only be used for objectives that are consistent with the Articles. The members shall not receive allocations out of the funds of the Association.
6) Nobody may benefit from expenditure that is inconsistent with the purpose of the Association or from disproportionately high remuneration amounts.
§ 3 Members
1) The Association has ordinary and honorary members.
2) Honorary members may be appointed upon a proposal of the board, by the general assembly of members. Honorary members enjoy full membership rights while being exempted from membership dues.
3) The Association may, in order to fulfil its statutory purposes, notify its members of the contact data made known by the other members, in particular in form of a directory of members.
§ 4 Commencement and End of Ordinary Membership
1) Natural and legal persons as well as business partnerships and commercial enterprises, authorities, associations, institutions, corporate entities and foundations can become ordinary members.
2) The secretary of the Association shall decide together with the chairman of the board about the written declaration of membership. The party declaring its membership may have recourse to the board in order to object to a refusal of membership, and the board shall decide on the rejected membership application by a simple majority.
3) Membership shall end by way of withdrawal, deletion from the list of members or through exclusion, upon the death of the member or due to dissolution as a legal person, or through cancellation in the Commercial Register. Withdrawal may only be declared with effect as of the end of the calendar year.
4) A member who is in default on payments despite two (2) written reminders may be deleted from the list of members through a resolution adopted by the board. Such a resolution may only be adopted if two (2) months have passed since the second reminder, which contained the threat of imminent exclusion, was dispatched. The resolution adopted by the board shall be notified to the member.
5) A member who grossly violates the interests of the Association may be excluded from it through a resolution of the board, having been heard in writing or viva voce. The resolution shall be notified to the member in writing together with the relevant grounds. Within one (1) month of receipt of such notification the member may demand from the board that the next regular general assembly of members decide with binding force on the exclusion. Until then that member’s rights shall be suspended.
§ 5 Membership Dues
1) The members shall pay dues regularly. The amount and due date of the annual membership dues shall be determined by way of a resolution of the general assembly of members.
2) In order to finance particular projects or to resolve financial difficulties, the general assembly of members may impose levies by a majority of 2/3 of the votes present.
§ 6 Executive Bodies
The executive bodies of the Association are:
- the general assembly of members (§ 7)
- the board (§ 8)
- the advisory board (§ 11).
§ 7 General Assembly of Members
1) The general assembly of members is the highest executive body of the Association. It adopts resolutions on
- the election, voting out of office and formal approval of the actions of the board, the advisory board members and the cash auditors;
- the annual reports and the reporting on activities of the board, the advisory board, the expert committees and the cash auditors;
- the budget and borrowing;
- all issues with which it is entrusted by law, the Articles or a resolution adopted by the board.
2) The regular general assembly of members shall take place at least every two (2) years. The board may also convene an extraordinary general assembly of members. It shall do so upon a corresponding written request submitted by 20% of the members with specification of the agenda.
3) General assemblies of members shall be convened by the board with specification of the agenda. Invitations shall be sent by letter, by e-mail or through publication in the members’ journal. The invitation period is one month; it commences upon dispatch of the invitation or distribution of the journal.
4) Each member may propose amendments or additions to the agenda in writing no later than two (2) weeks before the general assembly. The admission of such amendments or supplements is subject to the consent of the board or the general assembly of members.
5) The general assembly of members shall be chaired by the chairman of the board or alternatively by his deputy or another member of the board. The general assembly may elect a different chairperson (e.g. for elections to the board).
6) The general assembly of members is not public. The chairman of the general assembly may admit guests and journalists.
7) Unless otherwise stipulated, resolutions shall be adopted by a simple majority of valid votes. The valid votes cast apply in each case; abstentions shall be counted as invalid votes. Each member has one vote. Members may be represented; natural persons may only be represented by other members. Representation requires a written power of attorney that has to be handed to the chairman of the general assembly. A member may represent three members at the most. For dissolution of the Association 4/5 of the votes present are required and the majority of the votes of all members.
8) As regards decisions on personnel, 10% of the members present may require a secret ballot. If none of several candidates receives a simple majority, a second ballot shall be conducted where the largest number of votes decides. In case of a tie, lots to be drawn by the chairman of the general assembly shall decide.
9) The chairman of the general assembly shall draw up minutes of the general assembly and sign them together with two (2) members of the board. Resolutions may only be challenged within two (2) months of receipt of the minutes or of publication of a resolution in the publication gazette (§ 15), by way of an action filed at the seat of the Association.
§ 8 Board
1) The board is composed of the chairperson, two (2) deputy chairpersons and up to six (6) further members. The chairperson and the two (2) deputies form the managing board. The chairperson alone or the two deputies together shall represent the Association in and out of court.
2) The board shall be elected by the general assembly of members for a term of two (2) years, counted as from the date of the election. It shall however remain in office until a new board is elected. Each member of the board shall be elected individually. Only members of DGRI are eligible for election. If a member of the board resigns from the board or from the Association prior to the election of his or her successor, the board may by a simple majority elect a substitute member for the remaining term in office. If the chairperson or a deputy resigns, the board shall appoint a successor from the circle of the other board members, or shall convene a general assembly of members.
3) The board shall draw up its rules of procedure which, in particular, regulate the division of responsibilities and the adoption of resolutions.
§ 9 Competence of the Board
1) The board has competence for all matters of the Association which are not entrusted to another executive body. In particular, the board has the following responsibilities:
- preparation and convocation of the general assembly of members and implementation of the resolutions adopted there;
- drawing up of a budget for each business year, accounting, preparation of an annual report;
- drawing up of directives for the work of the expert committees;
- conclusion and termination of employment contracts and contracts for services.
2) The board shall, insofar as possible, obtain the opinion of the advisory board.
§ 10 Secretary of the Association
1) The board may commission a natural person to take on the ongoing management of the Association. This shall be effected by way of a written agreement which regulates the responsibilities, the authorization, the remuneration and the term of the agreement.
2) The secretary of the Association is bound by the directives issued by the board. He or she may be a member of the board.
§ 11 Advisory Board
1) The Association shall elect an advisory board composed of up to 10 persons from academia, business, technology, law and the administration, and who represent the thematic spectrum covered by DGRI. Members of the advisory board do not have to be members of the Association.
2) The advisory board shall be responsible for contributing the experiences of its members towards the work of the Association. In particular, the advisory board shall advise the board in specifying the objectives of the Association, in establishing and dissolving expert committees and in drafting the working programme.
3) Half of the members of the advisory board shall be appointed by the board, and the other half by the general assembly of members, for a term of three (3) years. The rules on the elections to the board shall apply accordingly. Board members cannot at the same time be members of the advisory board.
4) The chairperson of the advisory board and his or her deputy shall be elected by the advisory board. Other positions (e.g. keeper of the minutes, associate members) may be established by the advisory board in its rules of procedure and appointed by the advisory board. In order to fulfill their responsibilities, the chairperson of the advisory board and his or her deputy may avail themselves of the secretariat of the Association.
5) The advisory board shall meet at least once a year. It shall be convened at the written request of at least one third of its members or of the board. Board members are admitted to the meetings of the advisory board and entitled to participate in the discussion, but they have no voting right. The resolutions of the advisory board shall be communicated to the board without undue delay.
6) If a member of the advisory board resigns prematurely, the board may appoint a substitute member for the former member’s remaining term in office.
§ 12 Project Committees
1) The board may establish project committees in order to attend to individual tasks or to implement specific projects. It shall appoint the chairpersons of such committees. The chairpersons may also invite non-members to participate.
2) The project committees shall work in close cooperation with and in accordance with the requirements set by the board. They shall report regularly to the board on the status of the work.
3) Dissolution of a project committee shall be undertaken by the board.
§ 13 Expert Committees
1) Permanent expert committees shall be established for the following areas:
- Data privacy protection
- In-house lawyers
- Informatics relating to the law and the administration
- Experts and conciliation
- Software protection
- Internet and eCommerce
- Criminal law
- Telecommunications and the media law
- Contract law
- Business law and taxes
2) The above-mentioned and any further expert committees shall be established and dissolved by the board, which is also responsible for appointing and removing from office the chairpersons of the expert committees. The expert committee may submit a corresponding proposal.
3) The board may determine particular responsibilities with regard to significant cross-sectional matters.
§ 14 Cash Auditors
1) The cash auditors shall be elected in the same manner as the board. Their election applies until the next ordinary general assembly of members.
2) The cash auditors are responsible for verifying compliance with the budget, the application of funds, the accounting and the asset management, and to report the result of the audit to the general assembly of members.
§ 15 Publication Gazette
1) The board shall select a specialist journal to be the publication gazette of the Association.
2) Agreements on the inclusion of communications from the Association and of reports about the work of the Association shall be concluded so as to regulate the cooperation between the journals and the Association.
§ 16 Liquidation / Application of Assets
1) The general assembly of members shall decide on dissolution of the Association. Unless otherwise resolved by the general assembly of members, the chairperson of the board shall be the liquidator who is entitled to represent on his sole signature.
2) In case the Association is dissolved or if the eligibility for tax relief is lost, the assets of the Association shall accrue to the Förderverein der Technischen Universität Berlin, which shall allocate such assets directly and exclusively for charitable purposes.