ARTICLES OF ASSOCIATION OF APPLIED MATHEMATICS AND MECHANICS e.V.

 
§1 Name of the Association

The Association bears the name "Association of Applied Mathematics and Mechanics e.V.".
The Association is located in Dresden.

 
§2 Purpose of the Association

(1) (1) The association exclusively and directly pursues non-profit purposes in the sense of the paragraphs "tax-privileged purposes" of the General Fiscal Law.

(2) The purpose of the Association is the promotion of science. The purpose of the articles of association is realised e.g. by the maintenance and promotion of scientific work and international cooperation in applied mathematics as well as in all branches of mechanics and physics, which belong to the basics of engineering sciences, and by events and organisation of scientific conferences.

(3) The fulfilment of the purpose of the Association shall serve exclusively and directly the promotion of science and thus benefit the general public, excluding any economic interests.

(4) The funds of the Association may only be used for purposes in accordance with the Articles of Association. The members do not receive any contributions from the funds of the Association. No person may be favoured by expenses, which are irrelevant to the purpose of the Association, or by disproportionately high remuneration. The Association is non-profit body; it does not primarily pursue its own economic aims.

 
§3 Activity of the Association

(1) The Association shall organise or initiate an annual scientific conference with lectures and debates on subjects in the scientific fields referred to in § 2, unless the Board of Directors decides otherwise.

(2) The fiscal year of the Association shall begin on 1st January and end on 31st December of each calendar year.

 
§4 Beginning of membership

(1) Any natural person who acts in conjunction with purpose of the Association (§2) can become a member of the Association regardless of nationality, domicile or other connection to an individual state. The same applies to associations of persons of any kind, in particular scientific institutes, societies and associations; they become corporate members of the Association. The application shall be addressed to the Board of Directors or to a member of the Board of Directors.

(2) If the admission has not been decided in a meeting of the Board of Directors, the Vice Secretary shall effect a resolution of the Board of Directors by informing the members of the Board of Directors of the name of the person wishing to become a member. After a period of four weeks has elapsed since the notification was sent, the admission shall be deemed to have been resolved unless it has been expressly rejected. In the event of a rejection, the Vice Secretary shall bring about a resolution of the Board of Directors by written vote, stating the reasons for the rejection.

 
§5 Termination of membership

(1) The membership ends by resignation or exclusion of the member.

(2) Each member can withdraw from the Association at any time by written declaration to the Vice Secretary. The obligation to pay the membership fee for the current financial year and any arrears of membership fees shall remain unaffected.

(3) The Board of Directors may exclude a member from the Association for serious reasons by a resolution passed by a three-quarters majority. If a member is in arrears with the payment of dues for two years, a simple majority of the votes of the Board of Directors is sufficient for an exclusion based on this, if the Vice Secretary has previously informed the member of the exclusion; the resolution becomes invalid if the member pays the due dues within six weeks after notification of the exclusion.

 
§6 Rights and obligations of the members

(1) Each member as well as each natural person belonging to a corporate member has access to all scientific conferences of the Association.

(2) Each member has a seat and a vote in the general assembly of the association. The voting right of a corporate member is to be exercised by a delegate in the general meeting. A delegate may exercise the right to vote for a maximum of two corporate members.

(3) Each member is obliged to pay the annual fee to the treasurer without being requested to do so.

 
§7 Board of Directors (Composition)

(1) The Board of Directors of the Association consists of

a) the President
(b) the Vice-President
(c) the secretary
(d) the vice secretary
e) the treasurer
(f) a minimum of five and a maximum of twelve other members to be elected

(2) The President chairs the Board of Directors. The President may invite advisory members.

(3) The president, the secretary, the vice-secretary, the treasurer as well as the members to be elected as such (paragraph 1 letter f) of the Board of Directors (ordinary members) shall be elected for a period of three years by way of a majority of the votes cast. In the event of a tie, the decision shall be made by lot. The term of office begins on 1st January of the calendar year following the election.

(4) The Vice-President shall be the respective President at the end of his ordinary term of office. The term of office of the Vice-President shall be three years. In the event of a premature vacancy, paragraph 5 sentence 1 shall apply accordingly.

(5) If an ordinary member of the Board of Directors resigns from office before the end of his term of office, a new election of the vacant office shall be held for the remainder of the term of office. Instead of an election, the Board of Directors may delegate the management of the affairs of the retired member of the Board of Directors to a member of the Association until the next election.

(6) When electing the full members of the Board of Directors, care shall be taken to ensure that all scientific fields supported by the Association are adequately represented. With regard to the objectives of the Association, an international composition of the Board of Directors shall be striven for.

(7) Votes are cast either by ballot box at the general meeting or by electronic voting. Further details are governed by the election regulations.

 
§8 Board of Directors (Tasks)

(1) The Board of Directors decides on the general affairs of the Association, insofar as they are not assigned to the General Meeting, and in particular carries out resolutions of the General Meeting.

(2) At least once a year, as a rule in connection with the General Meeting, the Board of Directors convenes for a meeting and decides in particular on the documents to be submitted to the General Meeting regarding the activities of the Association and the elections. In all other respects, the Board of Directors passes its resolutions by written circulation at the request of the President or the Secretary. In the event of a tie, the President shall have the casting vote.

(3) If half of its full members request it, the Board of Directors shall be convened by the President for a meeting.

(4) The Board of Management may set up committees to perform special tasks. The provisions of paragraph 2, sentences 2 and 3 apply accordingly to these committees and their chairpersons.

(5) With the approval of the Board of Directors, the members of the Association residing in a country may form a national section. This in turn can form a national committee for applied mathematics and a national committee for mechanics.

 
§9 President, Secretary, Vice-Secretary

(1) The president and the vice president form the executive committee of the Association according to § 26 German Civil Code (BGB). Each of them is entitled to act as sole representative. They manage the business of the Association.

(2) The secretary, with the support of the vice-secretary, conducts the day-to-day business of the Association in agreement with the president and in accordance with the resolutions of the Board of Directors. They take minutes at the meetings of the Board of Directors and the General Meeting.

(3) The Vice-Secretary shall assist the Secretary and perform the duties associated with the admission of new members.

 
§10 Cash audit

Each year, for a period of one year, the General Meeting elects two cash auditors to be responsible for cash management and to report to the General Meeting.

 
§11 General meeting

(1) Each year, an ordinary general meeting shall be held at which all members shall be invited in writing by the secretary at least one month in advance, stating the items on the agenda.

(2) The General Meeting passes the necessary resolutions on the activities of the Association with the majority of the votes cast, carries out the elections, gives the Board of Directors guidelines and grants alleviation for the past fiscal year.

(3) The General Meeting shall determine the amount of the annual fee for individual members and corporate members at the request of the Council of Managing Directors.

(4) The Secretary shall make the resolutions of the General Meeting available to the members. They shall be recorded in writing and signed by the chairperson of the meeting and the secretary.

(5) The president shall convene an extraordinary general meeting at the decision of the Board of Directors or at the request of more than one tenth of all members of the Association; the request shall contain information on the subject of the meeting.

 
§12 Scientific conference

(1) As a rule, the general meeting is to be combined with a scientific conference. The Board of Directors determines the place and time of the scientific meeting and appoints a local chairperson. In agreement with the president and the secretary, the local conference leader determines the scientific programme of the conference and invites the speakers of the keynote speeches. The Board of Directors may also invite persons or associations not belonging to the Association to participate in the scientific conference.

(2) The local conference leader shall draw up minutes of the programme and course of the conference. The minutes must contain the names of the speakers and the titles of the presentations; they should be kept in the files and, if possible, published.

(3) Instead of the scientific meeting referred to in paragraph 1, the Executive Council may initiate and support a scientific meeting, the organisation and conduct of which - including the handling of payments - shall be carried out by third parties. If the Board of Directors initiates a scientific meeting, a written agreement shall be concluded between the Board of Directors and the third party, which shall contain at least the information specified in paragraph 1, sentences 2 et seq. The agreement must ensure that the meeting meets the requirements of §2 paragraph 2, §3 paragraph 1. §Section 12 paragraph 2 shall apply accordingly. In the event that the Executive Council initiates a meeting, it shall be entitled to transfer the personal member data to the third party for the performance of its duties and to consent to the collection, processing and use by the third party with effect for the member. The third party is not entitled to change, publish or pass on the member data provided to it to third parties; the data must be deleted immediately after the end of the event (data protection agreement). The data protection agreement must be included in the agreement to be concluded with the third party.

 
§13 Honorary members

The general meeting may, at the request of the board of directors and with a two-thirds majority of the members present, appoint individuals as honorary members who have rendered outstanding services to one of the fields of knowledge cultivated by the Association.

 
§14 Amendment of the Articles of Association, liquidation of the Association

(1) Any amendment to these Articles of Association shall require a resolution of an ordinary general meeting adopted by at least two thirds of the votes of the members present. The wording of the motion to amend the Articles of Association shall be communicated to all members in writing together with the invitation to the general meeting.

(2) A member may appoint another member to exercise their voting right when passing a resolution on the amendment to the Articles of Association by issuing a written power of attorney. In this case, a member may exercise the voting right for no more than one other member; §6 paragraph 2 remains unaffected.

(3) In the event of the liquidation of the Association, the members shall not be entitled to a participation in the assets of the Association or in a liquidation surplus; the same shall apply in the event of resignation or expulsion of a member.

(4) In the event of the liquidation or revocation of the entity or in the event of the discontinuation of tax-privileged purposes, the assets of the entity shall be transferred to a legal entity under public law or another tax-privileged entity for use in the promotion of science. The Board of Directors decides on the recipient of the grant by a two-thirds majority. Resolutions on the future use of the assets may only be implemented with the consent of the tax office.