Statute

In accordance with the resolution of the General Assembly dated 15.07.2021

§ 1. Name, Seat, Fiscal Year

The association bears the name “Geistes- und kulturwissenschaftliche Forschungsinfrastrukturen” (Humanities and Cultural Studies Research Infrastructures).
The seat of the association is Mannheim, where it is entered into the Register of Associations.
The fiscal year of the association is the calendar year.

§ 2. Purpose of the Association

The purpose of the association is the promotion of science and research.
This purpose is realized through the further development and networking of humanities and cultural studies research infrastructures in Germany and in Europe and is realized in particular in the following fields of action:

Consulting, provision, further development, and transfer of knowledge, tools, and services to promote science and research at national and international level. These services are summarized in the so-called Service Catalogue.
Coordination of national nodes for European humanities research infrastructures.
Cooperation with science organizations and policy.
Promotion of research and development.
Participation in the acquisition of funding and execution of research and development work.

§ 3. Non-profit Status

The association operates altruistically and does not primarily pursue its own commercial interests, but exclusively and directly non-profit purposes within the meaning of §§ 51ff. of the section “Tax-privileged Purposes” of the Fiscal Code (AO) in its currently valid version.
The funds received or raised by the association may only be used for statutory purposes. Members shall not receive any benefits from the association’s funds.
Members of the association are not permitted to receive profit shares in their capacity as members. Upon withdrawal, members have no claim to the association’s assets or parts thereof.
No natural or legal person may be favored by expenses that are foreign to the purpose of the association or by disproportionately high remuneration.

§ 4. Membership

The association has ordinary and extraordinary members. Legal and natural persons may be admitted as members, provided they are able and willing to altruistically make a significant contribution to the purpose of the association.
Ordinary members are, in particular, legal persons who make a binding contribution in accordance with the applicable regulation for the Service Catalogue pursuant to § 2(2).
All others are extraordinary members, in particular natural persons without obligations in the Service Catalogue.
No monetary membership fee is charged. The binding contributions of the ordinary members are stipulated in the Service Catalogue pursuant to § 2(2).
According to § 3(2), membership does not entitle the member to any claim on the association’s assets.

§ 5. Duties and Tasks of Members

Members shall support the association in realizing its purpose, in particular through:

Assistance in the realization of its fields of action,
Promotion of the use of the association’s services,
Participation in committees,
Compliance with the association’s applicable operational, organizational, and usage regulations.

§ 6. Acquisition of Membership

The Executive Board decides on the admission of a member.
The application for admission must be addressed to the Executive Board in writing, stating a representative in the case of legal persons. If the representation changes, the Executive Board must be notified immediately.
The association entry date is the date of the admission resolution by the Executive Board.
The affected person may appeal against a rejection of the membership application within four weeks. The General Assembly decides on this appeal.

§ 7. Termination of Membership

Membership ends with a written termination addressed to the Executive Board, observing a notice period of at least three months before the end of the fiscal year. In the event of an amendment to the statutes resolved by the General Assembly, every member has a special right of termination without notice within four weeks of the announcement of the amendment.
For natural persons, membership also ends upon their death; for legal persons, upon their dissolution.
Notwithstanding § 7(1) and (2), the Executive Board may exclude a member from the association if they significantly violate the association’s statutes or act contrary to the association’s goals. The member may appeal against this exclusion within one month. The General Assembly decides on this appeal with a two-thirds majority. The affected member is invited to this General Assembly but has no voting right in the vote on their exclusion.

§ 8. Organs of the Association

The organs of the association are (i) the General Assembly, (ii) the Executive Board, (iii) the Coordination Council.
The organs of the association may make their decisions in written or electronic procedures. Details may be regulated in the provisions of these statutes regarding the respective organ or in its rules of procedure.
The association may operate coordination offices for research infrastructure consortia if their coordination has been anchored in the association by resolution of the General Assembly pursuant to § 9(8). Research infrastructure consortia are associations of institutions that jointly and coordinately provide research infrastructure components. This includes, in particular, national nodes of European research infrastructures. The ordinary members decide on the admission of a research infrastructure consortium; the application for admission must be addressed to the General Assembly in written form.

§ 9. General Assembly

The General Assembly determines the guidelines for the association’s work and decides on all questions of fundamental importance, provided that specific tasks have not been transferred to another organ of the association in accordance with these statutes. In particular, it decides on amendments to the statutes (see § 12), the annual economic plan, the adoption of the annual report and the annual accounts, the use of the association’s funds, the dissolution of the association (see § 13), the use of any association assets, and elects the Executive Board.
Every ordinary General Assembly convened in accordance with the statutes has a quorum if at least half of the ordinary members are present. If this quorum is not reached, a new General Assembly must be convened within eight weeks. It has a quorum regardless of the number of members present; this circumstance must be indicated in the invitation. Resolutions on amendments to the purpose of the association and the dissolution of the association (see § 13) are excluded from this.
Unless otherwise stipulated in these statutes, the General Assembly decides on motions by the Executive Board and the members of the association with a simple majority of the voting members present. In the event of a tie, a motion is deemed rejected. A resolution is not passed if more than half of the voting members present have cast an invalid vote or abstained. Every member has one vote. The right to vote is not transferable. Abstentions are considered not cast votes.
The General Assembly decides with a two-thirds majority of the members present on the use of the association’s funds, provided they are freely available for the association’s purposes.
The General Assembly may grant the Executive Board (see § 10) power of attorney regarding the use of funds up to an upper limit to be determined by it, with a two-thirds majority of the members present.
The General Assembly elects the Executive Board within the meaning of the law (§ 10) from the ordinary members of the association, and the assessors/board members (Beisitzer/innen) from all members, with a simple majority of the members present.
Basically, ordinary and extraordinary members have voting rights in the General Assembly. In matters concerning the Service Catalogue pursuant to § 2(2) and the scope of duties of the Coordination Council (§ 11), only ordinary members have voting rights.
The ordinary members of the General Assembly decide on all matters concerning the Service Catalogue pursuant to § 2(2) and the scope of duties of the Coordination Council (§ 11). In particular, (i) they establish the Coordination Council, determine its size, and elect its members with a simple majority, (ii) they decide in the General Assembly on proposals from the Coordination Council regarding operational, organizational, and usage regulations for the Service Catalogue pursuant to § 2(2), (iii) they decide in the General Assembly on applications from research infrastructure consortia whose coordination is to be anchored in the association.
The General Assembly may establish and abolish working groups to deal with specialist and science policy topics.
The General Assembly may establish a Scientific Advisory Board and appoints its members.
An ordinary General Assembly must be convened by the first chairperson or, in their absence, by the second chairperson (see § 10) at least once a year and must be held no later than three months before the end of the current fiscal year. General Assemblies are chaired by the first chairperson or, in their absence, by the second chairperson.
An extraordinary General Assembly must be convened by the first chairperson or, in their absence, by the second chairperson within a maximum of three months if one third of the members requests it, if a member to be excluded objects to the Executive Board’s decision, if the Executive Board resigns, or if the interests of the association require it.
Members must be invited in writing or electronically (via e-mail) at least four weeks before the date of a General Assembly, announcing the preliminary agenda and sending the necessary documents.
The Executive Board must report and account to the General Assembly annually. After the end of the fiscal year, the use of funds must be checked immediately by two persons to be elected by the General Assembly who may not be members of the Executive Board. The result must be reported to the General Assembly.
Minutes must be taken of the resolutions of the General Assembly. They must be signed by the meeting chair and the minute-taker.
Resolutions must be passed during meetings or by circular procedure (in writing, by telephone, or electronically). The period for the circular procedure must be at least one week; in the case of elections and personnel matters, a secret ballot must be ensured.
The General Assembly may adopt rules of procedure.

§ 10. Executive Board

The Executive Board consists of the first chairperson, the second chairperson, the treasurer, and up to two assessors/board members. The first and second chairpersons and the treasurer must belong to the group of ordinary members. The aim is that at least one assessor/board member belongs to the group of extraordinary members. If two ordinary members standing for election receive more votes than extraordinary members standing for election, the extraordinary member with the relatively most votes in their group replaces the ordinary member who received the lower number of votes. If no extraordinary members stand for election, the assessors/board members may consist exclusively of ordinary members. Re-election is possible twice. The Executive Board members remain in office until the election of their respective successors. The term of office for all Executive Board members is three years. If a member of the Executive Board within the meaning of the law resigns during the term of office or loses the status as an ordinary member, the General Assembly shall elect a replacement member for the remainder of the term of office of the resigned member. The General Assembly may vote on additional Executive Board members.
The first and second chairpersons and the treasurer form the Executive Board within the meaning of the law, i.e., within the meaning of the representation rule of § 26 BGB and the liability privilege of § 31a BGB (German Civil Code). The combination of several Executive Board offices in one person is inadmissible. The association is represented jointly in and out of court by two members of the Executive Board.
Offices in the Executive Board within the meaning of the law and in the Coordination Council must be held by different people.
The Executive Board manages the association’s affairs. This includes, in particular: (i) the preparation of the meetings of the General Assembly and the implementation of its resolutions, (ii) the preparation of the annual economic plan, the annual report, and the annual accounts, (iii) resolution on the admission and exclusion of members (see § 4, § 6 and § 7).
Executive Board meetings shall take place at least twice per fiscal year and upon motion by one of its members. The meetings are chaired by the first chairperson or, in their absence, by the second chairperson. The invitation to the meetings is sent in writing by the first chairperson or, in their absence, by the second chairperson, observing a notice period of at least two weeks. Unless otherwise stipulated in these statutes, the Executive Board passes its resolutions with a two-thirds majority and has a quorum, provided that no more than one member of the Executive Board is absent.
The speaker of the Coordination Council participates in the Executive Board meetings in an advisory capacity.
Minutes must be taken of the resolutions of the Executive Board and signed by the meeting chair.
The Executive Board may be supported by an office in the performance of its duties. It is managed by an executive director. The executive director is appointed and dismissed by the Executive Board. The executive director participates in the Executive Board meetings in an advisory capacity.
The Executive Board may adopt rules of procedure.

§ 11. Coordination Council

The Coordination Council coordinates and monitors the Service Catalogue pursuant to § 2(2) and advises on operational, organizational, and usage regulations.
The Coordination Council consists of at least three members. Coordinators of research infrastructure consortia pursuant to § 8(3) are members ex officio. At least one additional member is elected by the ordinary members in the General Assembly with a simple majority. The term of office for elected members is three years; re-election is possible twice. If a member of the Coordination Council resigns during the term of office, the General Assembly shall elect a replacement member for the remainder of the resigned member’s term of office.
The Coordination Council elects a spokesperson and a deputy spokesperson from among its members; re-election is possible.
The Coordination Council is accountable to the General Assembly.
The Coordination Council may establish and abolish committees to support its practical work.
The Coordination Council may adopt rules of procedure.

§ 12. Amendment of the Statutes

The General Assembly resolves on amendments to these statutes with a three-quarters majority of the members present; abstentions are considered not cast votes.
All motions for amendments to the statutes must be communicated to the members at least four weeks before the start of the General Assembly. This does not apply to counter-motions and motions for amendment arising from the General Assembly.
Amendments or additions to the statutes that are prescribed by the competent registry authority or the tax office are implemented by the Executive Board and do not require a resolution by the General Assembly. They must be communicated to the members no later than with the invitation to the next General Assembly.

§ 13. Amendment of the Purpose of the Association and Dissolution of the Association

The General Assembly resolves on the amendment of the purpose of the association, the dissolution of the association, and the use of any association assets (see § 9) with a three-quarters majority of the members present. A resolution requires the presence of at least half of the members and is only permissible if the invitation to the General Assembly in question expressly pointed out this agenda item and included both the previous and the intended new text of the statutes.
In the event of the dissolution of the association or the loss of its non-profit status, the association’s assets shall fall to a legal entity under public law or a tax-privileged corporation with the obligation to use them for the purposes of science and research. The corresponding resolution of the General Assembly requires the consent of the competent tax office for its execution.

§ 14. Arbitration Clause

Should disagreements arise between members and the association, the parties shall endeavor to reach an amicable settlement.
If no agreement is reached, the disagreement shall be decided by an arbitration court, excluding ordinary legal action, which also decides on the costs of the arbitration procedure and their distribution among the disputing parties.
The arbitration court consists of two arbitrators and a chairperson. Each party names an arbitrator within three weeks of being requested to do so by the other party; both arbitrators then mutually agree to name a chairperson with the qualification for judicial office (fully qualified lawyer) as the third member of the arbitration court. If a party is delayed in naming its arbitrator by more than 14 days and/or the two arbitrators cannot agree on the person of the chairperson within a period of 14 days, the president of the regional court responsible for the seat of the association shall be asked to determine the missing member of the arbitration court. If an advance on costs is incurred in the arbitration procedure, this must be borne by the party requesting the arbitration procedure.

§ 15. Entry into Force of the Statutes

The statutes were resolved at the General Assembly on July 15, 2021, and enter into force after the successful confirmation of the association’s non-profit status by the competent tax office in Mannheim.