Constitution
for the
Association for the support of scientists, students and young professionals
in the field of industrial maintenance e.V.”
using the internet address “Salvetti-Foundation.org"
§1 Name and Location
(1) The association has the name “Association for the support of scientists, students and young professionals in the field of industrial maintenance e.V.” using the internet address “Salvetti-Foundation.org. It is to be entered into the “Vereinsregister” (register of membership corporations) and thereafter carries the attribute “eingetragener Verein” (registered association) in the abbreviated form “e.V.”
(2) The association has its location at Iserlohn.
§ 2 Purpose and Tasks
(1) Purpose of the association is the support of science and scientific research as well as training and education, especially on the field of industrial maintenance.
(2) For this purpose the association pursues the following aims and tasks:
1. to support education and continuous training of students, scientists, and young professionals in the field of industrial maintenance
2. to honour excellent scientific or technological accomplishments in the field of industrial maintenance,
3. to support the exchange of information and concepts in the field
of industrial maintenance for students and young professionals
4. to support understanding between engineers and scientists active in
industrial maintenance, universities and research institutions
5. to support the activities of national and international maintenance societies,
(3) The association is locally non-confined and is non-denominationally active. It is politically independent. In this sense it encourages international scientific cooperation.
(4) The association exclusively and literally pursues tax privileged purposes of public utility as per section “Steuerbegünstigte Zwecke” (preferential tax purposes – fiscal privilege/tax privileges) of the tax regulations.
§ 3 Realization of statutory purposes
(1) The statutory purpose is mainly realized by the operations and activities of the association as described in the following paragraphs. As statutory purpose these activities are only pursued as long as they can be attributed to tax relevance of ideal or purposeful areas.
(2) The support of industrial maintenance is especially carried out through
a) the support of excellent students and scientists in the field of industrial maintenance, especially the announcement and grant of the “Euromaintenance Incentive Award” in close cooperation with the board of the EFNMSvzw and in connection with the EFNMS “Euromaintenance Conference” to be held every two years,
b) conducive to the common welfare – making available means of information and communication and platforms for students, scientists and young professionals in the field of maintenance
c) bringing together experts and scientists active in special branches,
d) the organization of scientific programs, meetings, conferences etc.,
e) public relation and continued training of the public in maintenance,
- custodianship for dependent foundations, whose purposes are also purposes
of the association.
§ 4 Altruism
(1) The association is altruistically oriented, it does not in the first instance, pursue own economic purposes.
(2) The association’s funds may only be used in line with the association’s statutes; members may not receive any payment out of these funds.
(3) No person may be supported through expenditures alien to the purpose of the association or through compensation which is extraordinarily high.
§ 5 Receipt of Membership
(1) Member of the association may become, who wishes to support the purpose and tasks of the association and who has a scientific interest in maintenance.
There is no claim to admission to the association.
(2) In this sense members may become:
a) Individuals as ordinary member;
b) Associations, organizations and societies, as well as companies and other corporations of the public and private law, also scientific institutes if according to their statutes they support the aims of the association, as corporate members.
(3) The board will decide about the written enrolment. Membership is obtained through the subsequent confirmation of enrolment by a member of the board and by payment of the first annual fee. The decision on acceptance or denial does not need to be justified; it is incontestable.
(4) By proposal of the board or by decision of the membership assembly individual persons may become honorary members, if they have supported the association and its activities in an exceptional way.
§ 6 Termination of membership
(1) The membership in the association ends
a) by death in case of the membership of ordinary members,
- by dissolution in case of the membership of corporate members,
- by renouncement of membership (notice of termination),
d) by expulsion.
(2) The renouncement must be done in writing and must be directed to a member of the board. It is only admissible to the end of a calendar year observing a one months’ notice.
(3) A member may be excluded from the association by decision of the board in case of severe violation of the interests or the aims of the association or in case of impairment of the association. Prior to the decision taking process and within an adequate period of time the member is given the opportunity for justification. The decision of expulsion has to be substantiated and to be given to the member in writing. Against the board’s decision of expulsion the member has the right to file a complaint to the membership assembly. The complaint has a dilatory effect. The complaint has to be presented in writing to the board within a period of one month after receipt of the decision of expulsion. The complaint will finally be decided upon by the next ordinary membership assembly.
(4) In addition absolute reasons for expulsion are, if a member is in arrears with at least one annual membership fee in total or in part and has at least twice been reminded. In all of these cases the expulsion is performed different from section 3 by deletion in the membership file at the beginning of the association’s subsequent fiscal year.
(5) A leaving member has no claim to parts of the assets or any funds of the association. The end of membership does not exempt from the fulfilment of existing obligations (e.g. outstanding membership fees) towards the association.
§ 7 Membership Fee
The members are charged with annual fees. The amount of the annual fee and the due date for ordinary members is determined during the membership assembly with simple majority. The board is authorized to grant reductions in particular cases. In addition the board is authorized to determine the amount of annual fees for corporate members.
§ 8 Bodies of the Association
Bodies of the association are
1. the membership assembly
2. the board
3. the enlarged board.
§ 9 Membership Assembly
(1) The membership assembly as governing body is, as regulated in (3), the physical assembly of all participating members or, in case of a circulating assembly, as regulated in (4) the will-power of all members of the assembly participating in the circulating procedure.
(2) The membership assembly is especially responsible for:
a) election and dismissal of members of the board,
b) acceptance and approval of the board’s annual report
c) acceptance and approval of the rendering of accounts (annual balance and report on examination of accounts),
d) discharge of the board,
e) determination of membership fees,
f) decision about orderly received proposals of the members,
- decision about changes of the statutes,
- decision about dissolution of the association.
(3) Every two years an ordinary membership assembly takes place with physical presence of the members (“corporate assembly “) with the following exception:
The first ordinary corporate assembly after the foundation assembly takes place in the year 2008 (as the Euromaintenance Conferences take place in even calendar years).
(4) As members may be coming from different European countries and probably in future may also live outside Europe, the possibility exists to pursue a membership assembly also in circulation (“circulating assembly”). For this purpose the board may send through a board member via e-mail, mail or fax, citing this regulation § 9 (4) of the statute, a draft with proposals for resolutions listed with serial numbers, on which the members decide by return of the e-mail, mail or fax message with their corresponding vote within one month after receipt of the e-mail, mail or fax message. § 10 (2) and (6) are applicable. If no answer has been received within this one month this is counted as abstention. After expiration of this month the board through a board member has to inform within another month’s time in a circular message via e-mail, mail or fax all members of the association about the result of this resolution.
§ 10 Calling Together of Membership Assembly / Decisions
(1) The ordinary membership assembly has to be called together in writing every two years by the President or the Secretary General. § 9 (3) remains unaffected.
(2) Each member has one vote. It is possible for each member to ask another member
to stand as proxy in the membership assembly. This other member has to show the form of proxy if requested by the board. The proxy may also include the vote.
(3) The membership assembly (corporate assembly) is chaired by the President or the Secretary General. If no member of the board is present or ready to chair, the assembly determines the chairman. For elections the chair can be transferred to an election committee or an election officer for the length of the election process and the preceding discussion.
(4) The membership assembly is not public. The chairman may admit guests.
(5) The manner of voting is determined by the chairman.
(6) The membership assembly takes decisions with the simple majority of participating members entitled to vote, provided that law or statute do not prescribe differently. Abstentions are not counted; in case of tie the chairman’s vote is decisive. For changes of the statute a two third majority of participating members is obligatory by way of exception.
- The membership assembly has to be recorded in writing; the records have to be signed by the respective chairman and the secretary and have to be sent to all members of the association via e-mail, mail or fax.
(8) § 9 (4) remains unaffected.
§ 11 The Board
(1) The board of the association consists of 3 persons, namely
1. the President,
2. the Secretary General,
3. the Treasurer.
(2) The association is judicially and extra-judicially represented by each member of the board separately. The authority of representation is internally restricted to activities which are part of common business.
§ 12 Election and term of Office for Members of the Board
- The board is elected on a long term basis in general every four years by the ordinary membership assembly (“corporate assembly”), the first ordinary election after the membership assembly in 2005 will take place on occasion of the Euromaintenance Conference 2010 and thereafter in a 4-annual rhythm.
- The board remains in office until new election. Each member of the board has to be elected separately.
- In case a member of the board resigns prior to the ordinary membership assembly (“corporate assembly”) the board may until the next ordinary membership assembly substitute this board member (“Selbstergänzung”).
§ 13 The enlarged Board
(1)) In order to improve communication and function of the association, there will be an enlarged board that will comprise between seven and twelve members, including the members of the board. The members of the board are automatically members of the enlarged board. The other members of the enlarged board are elected by the ordinary membership assembly (“corporate assembly”) until the next ordinary membership assembly (“corporate assembly”). § 12 (3) is valid accordingly.
- The enlarged board will be advisory to the board.
- The enlarged board is entitled to obtain all information relative to functioning of the association.
§ 14 Tasks of the Board
The board is responsible for all matters concerning the association as long as they are not prescribed by law or statute to other bodies of the association.
§ 15 Dissolution
(1) The dissolution of the association can only be initiated by decision of the membership assembly with a majority of at least 75% of all members at the time of decision taking by the membership assembly. As long as the assembly does not agree upon anything different, the President and the Vice-President jointly are liquidators.
(2) With dissolution or cancellation of the association or in case of abolition of all tax concessions the assets of the association fall to a legal person of the public law or a public corporation with tax concessions with the aim to use the assets for support of science and research of maintenance in agreement with the Revenue Office in charge of the association.
(3) The above regulations are also valid in case the association is dissolved for any other reason or loses its legal competence.
Iserlohn, November 24, 2005
The charter members |
