Members - Hamburger Kreis
§ 1 Name, registered office, business year
(1) The name of the Association shall be "Hamburger Kreis für Sanierungs- und Insolvenzsteuerrecht". It shall be entered in the register of associations. After registration, the name shall be "Hamburger Kreis für Sanierungs- und Insolvenzsteuerrecht e. V.".
(2) The registered office of the Association shall be in Hamburg.
(3) The fiscal year of the Association shall be the calendar year.
§ 2 Purpose, non-profit status
(1) The Association shall exclusively and directly pursue non-profit purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
(2) The purpose of the Association is to promote science and research in the field of the interlinking of insolvency law and tax law, in particular the promotion of science and research in the field of reorganization and insolvency tax law.
(3) The purpose of the Articles of Association shall be realized in particular through
a) the planning, organization and implementation of exchanges between those involved and interested in the dovetailing of insolvency law and tax law, in particular from academia and research, from the financial administration, from the courts, from the insolvency administration and from the tax and legal advisory professions, and the pursuit of knowledge associated with such exchanges, in particular through the planning, organization and implementation of lectures, conferences and congresses and the publication of the results;
b) by cooperating with other associations, other unions, associations, authorities and universities in order to realize the purpose of the Association;
c) by awarding a science and research prize on the basis of guidelines to be decided by the General Assembly.
(4) The Association shall act selflessly. It does not primarily pursue its own economic purposes.
(5) The Association's funds may only be used for purposes in accordance with the Articles of Association. Members shall not receive any benefits from the Association's funds.
(6) No person may be favoured by expenses that are alien to the purpose of the Association or by disproportionately high remuneration.
(7) In the event of the dissolution or annulment of the Association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall be transferred to the University of Hamburg, Faculty of Law, which shall use them exclusively and directly for non-profit purposes.
§ 3 Acquisition of Membership
(1) Any natural person who has reached the age of 18 may become a member of the Association.
(2) The prerequisite for acquiring membership is a written application for membership, which must be addressed to the Executive Board.
(3) The Executive Board decides on the application for membership at its own discretion. If the application is rejected, it is not obliged to inform the applicant of the reasons for the rejection.
§ 4 Termination of Membership
(1) Membership ends by resignation, exclusion or death.
(2) Resignation shall be effected by written declaration to a member of the Executive Board. Resignation can only be declared at the end of a fiscal year, whereby a notice period of two months must be observed.
(3) A member may be expelled from the Association by resolution of the General Meeting if he or she violates the interests of the Association or in any other way jeopardizes the realization of the purpose of the Association. Before the resolution is passed, the member must be given the opportunity to make an oral or written statement. The decision must be justified in writing and sent to the member.
§ 5 Membership fees
(1) Annual membership fees shall be charged to the members. The amount and due date of the annual membership fees shall be determined by the General Assembly.
(2) Active and retired members of public authorities, courts and universities are exempt from the obligation to pay fees and contributions.
§ 6 Rights and Duties of Members
(1) Members are entitled to participate in the events of the Association.
(2) Within the scope of their activities in the Association, members shall observe the purpose of the Statutes.
§ 7 Organs of the Association
The organs of the association are the board of directors and the general meeting.
§ 8 Board
(1) The board of the association in the sense of § 26 BGB consists of the chairman and the deputy chairman.
(2) The Association shall be represented by one member of the Executive Board. The power of representation of the Executive Board is limited in such a way that the consent of the second member of the Executive Board is required for legal transactions with a business value exceeding EUR 2,500.00 (net).
§ Section 9 Responsibility of the Executive Board
(1) The Executive Board is responsible for all matters of the Association, unless they are assigned to another body of the Association by the Articles of Association. In particular, it has the following tasks:
(2) Preparation and convening of the General Meeting as well as setting the agenda;
(3) Execution of resolutions of the General Meeting;
(4) Preparation of the budget, accounting, preparation of the annual report;
(5) Adoption of resolutions on the admission of members.
§ 10 Election and Term of Office of the Executive Board
(1) The Executive Board shall be elected by the General Meeting for a period of three years from the date of election. However, it shall remain in office until the election of a new board. Each member of the Board shall be elected individually. Only members of the Association can be elected as members of the Board. With the termination of the membership in the association also the office of a member of the board ends.
(2) If a member of the Executive Board resigns prematurely, the remaining Executive Board may appoint a successor for the period until the next ordinary General Meeting.
§ 11 Meetings and Resolutions of the Executive Board
(1) The Executive Board shall pass resolutions at meetings which shall be convened by the Chairperson or, if the Chairperson is prevented from doing so, by the Deputy Chairperson. The agenda need not be announced. The period for convening meetings shall be 10 days. The period shall commence on the day following the date of dispatch.
(2) The Executive Board shall constitute a quorum if its two members are present. Resolutions shall be adopted by a majority of the valid votes cast. In the event of a tie, the Chairman shall have the casting vote.
(3) The Executive Board may pass resolutions in accordance with § 126 of the German Civil Code (in writing) or in accordance with § 126b of the German Civil Code (in text form) or in any combination if all members of the Executive Board agree.
§ 12 General Meeting
(1) Each member has one vote in the general meeting. Another member may be authorized in writing to exercise the voting right. The authorization shall be granted separately for each General Meeting.
(2) The General Meeting shall be responsible for the following matters:
a) Approval of the budget prepared by the Executive Board for the next fiscal year; receipt of the annual report of the Executive Board; discharge of the Executive Board;
b) Determination of membership fees;
c) Election and dismissal of the members of the Executive Board;
d) passing resolutions on amendments to the Articles of Association and on the dissolution of the Association.
§ 13 Convening the General Meeting
(1) The ordinary General Meeting shall be held once a year in the first half of the year. It shall be convened by the Executive Board with two weeks' notice in accordance with § 126 of the German Civil Code (in writing) or in accordance with § 126b of the German Civil Code (in text form) or in any combination thereof, stating the agenda. The period shall commence on the day following the dispatch of the invitation letter. The letter of invitation shall be deemed to have been received by the member if it is sent to the last address notified to the Association by the member in accordance with § 126 BGB (in writing) or § 126b BGB (text form). The agenda shall be set by the Executive Board.
(2) Each member may request an addition to the agenda from the Executive Board at the latest one week before a General Meeting in the procedure according to § 126 BGB (in writing) or in the procedure according to § 126b BGB (text form). The chairman of the meeting shall announce the addition at the beginning of the general meeting.
(3) The meeting shall decide on requests for additions to the agenda made at general meetings.
§ 14 Extraordinary General Meeting
An Extraordinary General Meeting shall be convened by the Board if the interests of the Association require it or if one third of the members request this in writing (fax is sufficient) to the Board, stating the purpose and the reasons.
§ 15 Adoption of Resolutions by the General Meeting
(1) The General Meeting shall be chaired by the Chairperson or, if the Chairperson is unable to attend, by the Deputy Chairperson. If no member of the Executive Board is present, the General Meeting shall appoint the chairman of the meeting. In the case of elections, the chairmanship of the meeting may be delegated to an election committee for the duration of the ballot and the preceding discussion. The chairman of the meeting shall appoint a keeper of the minutes.
(2) The manner of voting shall be determined by the chairman of the meeting. The vote must be conducted in writing if one third of the members present and entitled to vote request this.
(3) The General Meeting shall constitute a quorum if at least one third of all members of the Association are present or represented by members authorized in writing (fax is sufficient). In the event of a lack of quorum, the Executive Board shall be obliged to convene a second General Meeting with the same agenda within two weeks. The invitation to the second general meeting can be sent with the notice of the general meeting. The second general meeting has a quorum regardless of the number of members present. This must be pointed out in the invitation.
(4) The general meeting shall pass resolutions with a simple majority of the valid votes cast. Abstentions shall be considered invalid votes. However, a majority of three quarters of the valid votes cast is required to amend the Articles of Association. A change in the purpose of the Association may only be resolved with the consent of nine tenths of all members.
(5) In elections, the person who has received more than half of the valid votes cast shall be elected. If no one has received more than half of the valid votes cast, a run-off election shall be held between the two candidates who have received the most votes. The candidate who received the most votes shall then be elected. In the event of an equal number of votes, the decision shall be made by drawing lots by the chairman of the meeting.
(6) Minutes shall be taken of the resolutions of the General Meeting and shall be signed by the respective keeper of the minutes.
§ 16 Dissolution of the Association
(1) The dissolution of the association can only be decided in a general meeting with a majority of nine tenths of the valid votes cast (§ 15 para. 4).
(2) Unless the General Meeting decides otherwise, the Chairperson and the Vice-Chairperson shall be jointly authorized liquidators.
(3) The assets available after the end of the liquidation shall fall to the University of Hamburg, Faculty of Law, which shall use them exclusively and directly for non-profit purposes (§ 2 para. 7).
Hamburg, May 31, 2018