Articles of Incorporation

Articles of Incorporation of the “Deutsche Gesellschaft der JSPS-Stipendiaten”, a non profit and charitable association according to German law

(Tentative English translation of the alone legally binding German version)

Agreed at the meeting of the founders on 1995 Aug. 26 and amended by the following resolutions of the general assembly of members on:

2003 May 10,

2008 May 17,

2012 May 12.

 

§ 1 Name and Location

(1) The association carries the name “Deutsche Gesellschaft der JSPS-Stipendiaten” (short: JSPS Club). It will be registered as a non profit charitable association. After registration the characteristics of being non profitable and charitable will be shown by the abbreviation “e.V.” to be carried behind the name. The Japanese name is “Doitsugoken Nihon Gakujutsu Shinkokai Kenkyusha Dosokai”.

(2) The seat of the association is Bonn.

§ 2 Purpose

(1) The purpose of the association is to promote scientific exchange between the German-speaking geographical area and Japan. To achieve this goal the association will in particular:
– personally and professionally take care of JSPS Fellows and fellows of the former Japan Science and Technology Agency (STA)
– participate in the design of scholarship programs
– cooperate with scientific and science promoting organizations and
– collect and disseminate information in the fields of science, society and culture.

(2) The association pursues exclusively charitable purposes defined by the basis tax code. The association is non profitable and does not pursue its own economic purposes. Funds of the association may only be used for statutory purposes. Members do not receive any payments from the funds of the association. No person is supposed to be favored by expenditures that are foreign to the purpose of the association, or by disproportionately high remunerations.

§ 3 Business Year

The business year of the association shall be the calendar year. The first abbreviated business year will end on 1995 December 31.

§ 4 Membership

(1) The association distinguishes between the ordinary, extraordinary and honorary membership. Only the ordinary membership holds the right to vote in the general assembly.

(2) Ordinary Members of the association are all natural persons who were, or presently are supported by the Japan Society for the Promotion of Science (JSPS) or the Science and Technology Agency (STA).

(3) Natural persons or judicial entities who have an interest in achieving the goals of the association can apply for extraordinary membership.

(4) Membership shall be requested in writing; the board decides on the application.

(5) The membership ends by
– death of the member or dissolution of the judicial entity
– written resignation to the end of a calendar year, addressed to a board and
– exclusion from the association.

(6) A member who has failed significantly against the interests of the association may be excluded by resolution of the board. Prior to the exclusion the member has to be heard. The resolution to exclude has to name the reasons in writing and delivered to the member by registered mail with return receipt. The member concerned may appeal to the board in writing within a period of one month from receipt of the exclusion. The appeal will be decided upon by the general assembly.

§ 5 Organs

The organs of the association are:
– Board and
– General Assembly.

§ 6 Board

(1) To the board only natural persons can be appointed.

(2) The board consists of the chairman, the treasurer and up to five associates. As board member only ordinary members can be appointed, however a maximum of two associates can be selected from the ranks of extraordinary members.

(3) The association is represented in court and out of court by a board member.

(4) The board has a term of two years. It remains in office until a new election takes place. If a member of the board steps down during the period of office, the board can appoint a replacement for the remaining term of office.

(5) The board members are volunteers.

(6) The board shall decide on all matters of the association which are not allocated by law or by these articles of incorporation to the general assembly. Each board member shall have one vote. In case of equality of votes the chairman decides.

(7) Valid resolutions of the board require the presence of three board members.

(8) Board resolutions can outside of board meetings be taken by phone, fax, e-mail and postal letter.

(9) All decisions of the board shall be recorded in minutes.

§ 7 General Assembly

(1) The general assembly is convened annually by the chairman with a grace period of 2 weeks by an individual invitation in writing as postal letter or in text form. The invitation has to include the agenda decided upon by the board.

(2) The general assembly is responsible for:
– approval of the accounts and the budget,
– receipt of the annual report of the board and approval of its actions,
– election of the board,
– election of auditors,
– determination of the amount of membership fees,
– revision of the articles of incorporation and dissolution of the association,
– appeal of a member against his expulsion by the board and
– appointment of honorary members.

(3) The board shall immediately convene a general assembly if the club interest so requires or if at least 10% of the members, but not less than three, are calling for an assembly in writing, stating the purpose and reasons.

(4) The resolutions of the general assembly shall be recorded in minutes that must be signed by the chairman and the person responsible for the minutes.

(5) The resolutions of the general assembly are valid, if 20% of the ordinary members are either present or represented by written proxy.

§ 8 Membership fees

Membership fees are annual contributions and due on January 1st for in advance due. Honorary members are exempt from paying membership fees. The amount of the annual fee is decided by the general assembly. The membership fee can be reduced according to a written request by resolution of the board.

§ 9 Accounting

The treasurer shall prepare the accounting statement at the end of the business year. The statement is to be controlled by two auditors. As auditors only an ordinary club member can be appointed. The term of office of the auditors, including the deputy auditor, is two years. Their election shall be held together with the election of the board.

§ 10 Dissolution of the Association

Upon dissolution of the association or loss of its purpose, the association’s assets will be contributed to a judicial entity being set up according to public law or to a non profit charitable judicial entity being set up according to the civil law that promote scientific exchange between the Federal Republic of Germany and Japan.

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