Articles of Association

German Technion Society

§ 1 Name, registered office and financial year

1. the association bears the name “German Technion Society” and is registered in the register of associations Hanover 4848; after registration it bears the addition “e.V.”.
2. the registered office of the association is Hanover.
3. the financial year is the calendar year.

§ 2 Purpose

The purpose of the Association is to promote scientific relations between the Federal Republic of Germany and the Technion-Israel Institute of Technology-Haifa, hereinafter referred to as the Technion, and to raise funds for the Technion, which shall use the funds exclusively and directly for the promotion of science, in particular, but not exclusively, through

1. the dissemination of information about the Technion and its activities

2. the maintenance of relations between the Technion and scientific institutions of the Federal Republic of Germany with the same or similar tasks as well as the institutions for the promotion of science and research

3. the promotion of scientific exchange, including the exchange of scientists between the Federal Republic of Germany and the Technion, as well as the promotion of scientific studies by members of the Technion in Germany and German scientists at the Technion

4. creation of scholarships for studies at the Technion or by members of the Technion in Germany

5. to support the Technion as a whole in the fulfillment of its tasks in research, teaching and studies.

§ 3 Non-profit status

1. the association is a non-profit organization; it does not pursue its own economic interests, but exclusively and directly charitable purposes within the meaning of the section “tax-privileged purposes” of the German Tax Code, in particular the funding of science and research. As such, the members of the association do not receive any benefits from the association’s funds. Holders of a position on a governing body or members who resign or are expelled have no claim to the Association’s assets or to reimbursement of contributions. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration. The association’s funds may only be used for the purposes set out in the articles of association.

2. in the event of the dissolution or annulment of the association or the discontinuation of tax-privileged purposes, its assets shall be transferred to a legal entity under public law or another tax-privileged corporation for the purpose of promoting science and research. Decisions on the future use of the assets may only be made with the approval of the responsible tax office.

§ 4 Membership

1. individuals, legal entities and associations of persons such as corporations, societies, associations, federations, institutions and foundations as well as companies may become members, regardless of their legal form. Membership is acquired by means of a written declaration of membership, the acceptance of which is decided by the Executive Board by means of a written notification.

2 Membership ends upon death, resignation or expulsion by the General Meeting. Resignation is possible at any time by means of a written declaration to the Executive Board.

§ 5 Contributions

The General Meeting decides on the levying of contributions.

§ 6 Bodies

Organs of the association are

1. the General Meeting

2. the Executive Board

§ 7 General Meeting

1 The General Meeting is convened by the Chairperson of the Executive Board or their deputy at least once a year. It must also be convened if one third of the members so request. Its proceedings shall be chaired by the Chairperson of the Board of Directors or their deputy or deputies.

2. the General Meeting must be convened in writing with at least 4 weeks’ notice, stating the agenda and the form in which it is to be held. The meeting may be held in person or in hybrid or virtual form in accordance with Section 32 BGB (2).

3. resolutions are passed by a majority of the participating and represented members, unless otherwise stipulated in the Articles of Association. The resolutions must be recorded in writing and signed by the chairperson of the meeting and the minute taker.

4. a three-quarters majority of the participating and represented members is required for resolutions to amend the Articles of Association and to dissolve the Association.

5. absent members may be represented by members who are present and to whom they have granted written authorization.

6. resolutions by written procedure are permissible. Resolutions are then passed by a majority of the members; in the case of paragraph 4, by a three-quarters majority of the members. The written resolution procedure must be carried out within four weeks. Votes shall be submitted to the Executive Board, which shall also count the votes. The result of the vote is announced at the next General Meeting and recorded in the minutes.

7 The General Meeting decides on the election of the Executive Board and the auditors, the discharge of the Executive Board, the levying of contributions, amendments to the Articles of Association, the dissolution of the association and accepts the annual report and the annual financial statements.

§ 8 Executive Board

1 The Board of Directors consists of at least 4 natural persons. It elects a chairperson and a deputy chairperson or two deputy chairpersons from among its members for a term of three years; re-election is permitted. The Chairperson and the Deputy Chairperson(s) remain in office until new elections are held.

2. the Executive Board within the meaning of Section 26 of the German Civil Code (BGB) consists of the Chairperson and one or two Deputy Chairpersons.

3 The members of the Board of Directors are elected by the General Meeting for a term of 6 years; re-election is permitted. They remain in office until a new election is held.

4 The Board of Directors regulates all matters of the Association and takes the measures required in particular to achieve the purpose of the Association. It is authorized to appoint a managing director to support it, in particular for the management of day-to-day business. The appointment can be revoked at any time by resolution.

5 The association is represented by the Chairperson of the Executive Board and up to two deputies. Each of them may represent the association alone. The other members of the entire Board of Directors may be assigned the representation of the Association for certain tasks in individual cases by resolution of the Board of Directors.

6 The Chairperson or two members of the Board of Directors together shall convene the meetings of the Board of Directors. The invitation is not bound by any special forms or deadlines. The Board of Directors is quorate if the chairperson or one of the up to two deputy chairpersons and at least two other members of the Board of Directors are present. Resolutions may be passed in writing if no member of the Management Board objects.

7 The Board of Directors is authorized to adopt rules of procedure.

§ 9 Audit of accounts

1. the general meeting elects two auditors. These auditors shall audit the cash register, the accounting documents and the accounts and report to the General Meeting. They are entitled to audit the accounts at any time.

2. the auditors may not be members of the Executive Board.

§ 10 Managing Director

1. the Managing Director shall carry out his or her duties in accordance with the instructions of the Executive Board. The Chairperson of the Executive Board and their deputies are authorized to issue instructions in individual cases.

2.. The Managing Director is entitled to reimbursement of his/her expenses. The Board of Directors may decide to grant remuneration.

§ 11 Authorization

The General Meeting shall confer on the Board of Directors the right to adopt any amendments to the Articles of Association requested by the registry court prior to the registration of the association or proposed by the notary, provided that this does not change the basic structure of the association.

The Articles of Association were established on March 30, 1982, amended on March 16, 1987, on October 27, 2009, on November 7, 2018 and on October 25, 2023.