Imprint and articles of association
skip. Institute for Applied Digital Visualisation e.V.
skip. Institute for Applied Digital Visualisation e.V.
an der Hochschule Fresenius
Im Mediapark 4c
Tel: +49(0)221 – 973 199 539
Executive Board of the skip Institute
Prof. Chris Wickenden
Prof. Dr. Achim Menges
Cologne Local Court Register of Associations No. 18929
Cologne Central Tax Office: Tax no. 215 587 815 77
VAT identification number: DE313179247
IBAN: DE283 7050 198 19331004 95
Articles of Association
skip. Institute for Applied Digital Visualisation e.V.
Statutes from 12.12.2016:
§ 1 Name and Seat of the Association
- The association bears the name: skip. Institute for Applied Digital Visualisation e.V.
- It has its headquarters in Cologne.
- It shall be entered in the Register of Associations of the City of Cologne.
- The financial year shall be the calendar year.
§ 2 Purpose of the Association
- The association exclusively and directly pursues charitable purposes within the meaning of the section "tax-privileged purposes" of the German Tax Code in its currently valid version.
- The purpose of the association is to promote basic scientific research, current studies, practice-oriented projects as well as student and scientific work in the field of 3D design, especially digital visualisation. For this purpose, the association as legal entity establishes and maintains suitable facilities, conducts scientific studies,practice-oriented projects and further education.
- The association shall operate in an economical and expedient manner and be based on the independent participation and involvement of its members.
§ 3 Selflessness
- The association is selflessly active. It does not pursue its own economic purposes.
- The Association's funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the funds of the Association in their capacity as members.
- Members shall not receive any share of the Association's assets upon their resignation or dissolution of the Association.
- No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.
§ 4 Membership
- Any natural or legal person who is willing and able to support the purpose of the Association as defined in § 2 may become a member of the Association.
- The Association consists of honorary members and ordinary members
- Persons who have rendered outstanding services to the Association may be appointed honorary members by resolution of the General Assembly. The Honorary Members shall have the rights of full members. They are exempt from the obligation to pay dues.
§ 5 Beginning and end of membership
- The application for admission to the Association shall be submitted in writing to the Executive Committee, which shall decide on the application.
- With the confirmation of admission to the Association, the member shall receive a copy of the Association's statutes.
- through withdrawal
- by exclusion or
- by death (in the case of natural persons) or
- by lapsing (in the case of legal entities).
- The resignation of a member is only possible at the end of the year. It shall be effected by written declaration to the Executive Board with a notice period of 4 weeks.
The exclusion takes place:
- if the association member is in arrears with the payment of 2 annual membership fees despite a reminder having been sent
- if the statutes or the interests of the association are violated to a gross or repeated degree
- if there are other serious reasons for violating the discipline of the association.
- The Executive Board shall decide on the exclusion, which shall take immediate effect. Prior to the decision of the Executive Board, the member shall be given the opportunity to comment on the allegations made within a period of at least two weeks. The member shall be notified of the expulsion process by registered letter, stating the reasons in detail.
- An appeal against this decision may be lodged with the general meeting. The appeal must be submitted in writing to the Executive Board within a period of one month after receipt of the exclusion decision. At the general meeting, the member shall be given the opportunity to justify himself/herself.
- If the exclusion decision is not challenged by the member or not challenged in time, it can no longer be asserted in court that the exclusion is unlawful.
§ 6 Contributions of the members
The Association shall charge its ordinary members an annual fee, the amount of which shall be determined by the General Assembly. An absolute majority of the members present shall be required to set the fee.
The membership fee shall be due in full at the beginning of the financial year.
It can also be paid in 12 monthly instalments, each on the first of the month.
§ 7 The organs of the association
The organs of the association are:
- the executive board
- the meeting of members
§ 8 The Board of Directors
- The Board of Directors consists of 3 members: The Chairperson, a Vice-Chairperson and the Treasurer. The Board is elected by the General Assembly for a period of 5 years. Re-election of the Board is possible.
- The chairman of the board - in case of prevention, which does not have to be proven - is represented by his deputy in the sense of § 26 BGB. The general meeting may exempt members of the board from the restrictions of § 181.
- The respective members of the Executive Board in office shall remain in office after the expiry of their time in office until their successors have been elected and are able to take up their duties.
- The Executive Board shall be responsible for managing the day-to-day business of the Association.
- The activities of the members of the Board of Directors within the framework of the management of the Association shall in principle be carried out on a voluntary basis.
- The activities of the board members can be remunerated to an appropriate extent, e.g. within the framework of projects.
- Meetings of the Executive Board shall be convened in writing by the Chairperson of the Executive Board or his/her deputy, subject to a notice period of at least 7 days and simultaneous announcement of the agenda. The Board shall constitute a quorum if at least two Board members are present or able to communicate with via modern technologies.
- Resolutions of the Board of Directors may also be passed in writing or by telephone in case of urgency if no member of the Executive Board objects. In this case, §12 shall apply accordingly.
- Resolutions of the Executive Board shall be adopted by simple majority. In the event of a tie the vote of the Chairman of the Board shall be decisive.
- Amendments to the Articles of Association required by supervisory, judicial or financial authorities for formal reasons may be made by the Board of Directors on its own initiative, provided they do not contradict the objectives of the Association in principle. objectives of the Association. All members of the Association shall be notified in writing of such amendments to the Articles of Association.
§ 9 General meeting
- The General Assembly shall be convened once a year by the Executive Board.
- The General Assembly shall be convened in text form by the Executive Board, observing a notice period of at least 21 days, with simultaneous announcement of the agenda.
- Extraordinary General Meetings shall be convened if the interests of the Association so require or if the convening is requested by one third of all members of the Association, stating the reasons. Extraordinary General Meetings may be convened at short notice, up to 3 days in advance, unless 1/3 of the members object. The reason for the urgency must then be stated accordingly, together with the agenda.
§ 10 The duties of the general meeting
The general meeting has the following duties in particular:
- election of the Board of Directors,
- acceptance of the annual and cash report of the Executive Board, the audit report of the cash auditors and the granting of discharge to the Executive Board,
- preparation of the budget
- appointment of honorary members
- Adoption of resolutions on contribution rules
- passing of resolutions on amendments to the Articles of Association and
- all other tasks submitted to it by the Executive Board as well as matters delegated to it in accordance with the Articles of Association,
- the passing of a resolution on the dissolution of the Association.
§ 11 The passing of resolutions by the general meeting
- The General Assembly shall be chaired by the Chairperson of the Board of Directors or, if he/she is prevented from doing so, by his/her deputy, or, if both are prevented from doing so, by a deputy designated by the Chairperson of the Board of Directors. If both are prevented, a deputy appointed by the Chairman of the Board shall chair the meeting.
- The General Assembly shall pass its resolutions by a simple majority of the votes cast by the ordinary members, unless the law or the Statutes prescribe a different majority of votes. Representation in the casting of votes shall be inadmissible.
- Resolutions shall be adopted by open ballot, unless otherwise provided by law or the provisions of the law or the Articles of Association.
- The election of the Chairperson and Vice-Chairperson shall be by secret ballot if a member so requests, otherwise by open ballot.
- A simple majority of the valid votes cast shall be required for the election of the members of the Executive Board. In the event of a tie, a second ballot shall be necessary. In the second ballot, the person who receives the highest number of votes cast shall be elected. If the second ballot again results in a tie, the election shall be decided by lot.
- If more than 2 persons apply for the offices listed in paragraph 5 and none achieves a simple majority of the valid votes cast in the first ballot, a run-off election shall be held between the candidates who obtained the most valid votes cast in the first ballot. In the second In the second ballot, the candidate who obtains the highest number of valid votes cast shall be elected. If the second ballot results in a tie, the election shall be decided by lot.
§ 12 Certification of the resolutions
- The resolutions of the Board of Directors and of the General Assembly of Members shall be in writing and signed by the respective chairperson of the meeting.
- Minutes shall be taken of each general meeting and shall be signed by the chairman of the meeting and the secretary appointed by the general meeting and by the secretary appointed by the general meeting.
§ 13 Advisory Board
- The Board of Directors may appoint suitable persons to an Advisory Board, whose members shall support the objectives of the Association for an individually determined period of time or until they are dismissed, in particular by contributing expertly to the priority planning of the Association's activities on the basis of their professional experience and positions and by promoting their realisation.
- The Advisory Board shall meet once a year at the invitation of the Executive Board.
§ 14 Amendments to the Articles of Association
Amendments to the Articles of Association may only be by the general meeting. The invitation to the meeting shall include the paragraph of the Statutes to be amended shall be announced in the agenda. A resolution containing an amendment to the Statutes requires a majority of three three quarters of the votes cast.
§ 15 The dissolution of the association
- The dissolution of the Association shall be effected by resolution of the General Meeting, whereby three quarters of the votes cast must be in favour of dissolution
- The General Assembly shall appoint three liquidators to wind up the business.
- In the event of the dissolution of the Association, its extinction or the cessation of its previous purpose, the assets of the Association shall pass to the German Research Foundation, which shall use them exclusively for the promotion of research in the field of applied digital visualisation.
Cologne, the 12th of December 2016