STATUTES OF THE
HAND PAPERMAKERS AND PAPER ARTISTS
IN THIS STATUTES:
The Board of Directors – in German “Geschäftsführender Vorstand” – refers to the highest management body of the Association, which also represents the Association externally, or Directors present at a duly convened meeting of the Board of Directors at which a quorum is present.
Board Meeting means a meeting called by and attended by Members of the Board of Directors or of the Management Board with the respective due quorum being observed.
Cash Audit shall have the meaning given to it under the Laws of the Federal Republic of Germany governing organizations like the Association.
The Executive Bodies means the Board of Directors, and the Management Board.
Extraordinary Meeting refers to such an occurrence necessitated under the conditions specified under this Statutes.
Founding Members are those current members of the Association whose signatures were necessary for the minimum requirement for the official registration of the Association and are not necessarily the first founders of the Association or members of the Management Board.
The General Assembly (in German “Mitgliederversammlung”) has the meaning stated in this Statutes.
General Audit shall have the meaning given to it under the Laws of the Federal Republic of Germany governing organizations like the Association.
The Management Board (in German “Der Vorstand” in the German original of these Statutes) is responsible for the day to day business of the Association of the Association and includes the Board of Directors.
An Officer of the Association means any Member of the Management Board, or Committee of the Association and any such person elected or appointed by the Association to perform any relevant duty for and on behalf of the Association.
The Governing Bodies of the Association are the General Assembly and the Management Board.
Reference to the Statutes in this document shall mean these Statutes of the Association as now framed or as from time to time altered by the General Assembly or by Special Resolution of an Extraordinary Meeting. Unless the context otherwise requires, words or expressions contained in these Statutes shall bear the same meaning as in the German laws governing such associations (“Vereinsgesetz der Bundesrepublik Deutschland”) or any statutory modification thereof in force at the date at which these Statutes become binding on the Association.
§1 Name, Seat and Financial Year
The Association carries the name “International Association of Hand Papermakers and Paper Artists (IAPMA),” hereafter “the Association” or “IAPMA.”
After its registration in the relevant Registry of Associations, it will bear the suffix “e.V.”
The Association will have its registered office in Dresden (Germany).
The Association will be registered in the Registry of Associations at the Local District Court (“Amtsgericht”).
4. FINANCIAL YEAR
The Financial Year of the Association is the calendar year.
§2 Purpose and Responsibilities
1. NON-PROFIT STATUS
The Association shall only pursue aims which are directly of a non-profit nature as defined in the section “Purposes Eligible for Tax Relief” (“Steuerbegünstigte Zwecke”) of the Fiscal Code (“Aufgabenordnung”) of the Federal Republic of Germany.
The Association is free of political, racial and religious affiliation.
2. PURPOSE AND REALIZATION OF GOALS
The purpose of the Association is the promotion of art and culture. Membership of the Association is open to all persons who have the achievement of this goal at heart.
The Association sees its immediate role in the representation and advocation of the interest of this group of people and in providing them with the necessary advice and support.
The purposes and goals of the Association will in particular be realized through the following:
a) Promotion of communication between papermakers, paper artists, art collectors, museums and art galleries;
b) Research and dissemination of information on developments and trends in worldwide papermaking and paper art through publications as well as the website www.iapma.info and social media;
c) Organisation of national and international meetings, exhibitions, workshops, congresses and related activities with the aim of fulfilling the goals of the Association; and
d) Preservation of papermaking as a handcraft and dissemination of knowledge about papermaking and its traditions.
§3 Non-Profit Nature
1. The Association shall not be active in its own interests and shall not pursue any economic aims of its own.
2. The Association’s funds may only be used for the purposes set out in its Statutes. Members shall not receive any benefits from the funds of the Association.
3. The officers of the Association and its organs shall in principal work without salaries as outlined under the relevant German law (§3 No. 26 of EstG).
4. No person shall benefit from expenditure which is alien to the purpose of the Association or from an unreasonably high remuneration.
5. The members of the Association will receive no endowments or dividends from the funds of the Association when their membership elapses or in case of winding up of the Association.
The Association will have ordinary members, membership as promoter / sponsor and honorary membership.
Membership is also open to persons who are not active in papermaking and paper art as handcrafts.
2. ORDINARY MEMBERS
Ordinary members of the Association can be both natural persons and legal entities and / or independent organizations (e.g. universities, libraries, museums etc.).
3. HONORARY MEMBERS
Private individuals and legal entities and / or organizations that have rendered special outstanding services to the Association and/or its goals and purposes may be awarded honorary membership.
The award shall be made by the Board of Directors.
Honorary members are not liable to pay membership fees.
4. MEMBERSHIP AS PROMOTER / SPONSOR
Any natural person or legal entity and / or independent organization that provides financial and other support to the Association may be accorded membership as a promoter / sponsor.
5. ATTAINMENT OF MEMBERSHIP
Applications for ordinary membership or membership as promoter / sponsor must be made online on the Association’s website (www.iapma.info) and addressed to the Management Board.
The application must include the name, address and telephone contact of the applicant and, in case of legal entities and / or independent organizations, the name of the duly authorized official.
With the application, the applicant duly recognizes the Statutes of IAPMA in case membership is granted. The power to grant membership lies with the Management Board. The decision shall be communicated to the applicant per e-mail.
The Management Board is not under any obligation to provide reasons for rejecting a membership application.
6. TERMINATION OF MEMBERSHIP
Membership of the Association ends:
a) when notice is given in writing by the member, whereby the membership ends with the end of the Financial Year;
b) through exclusion of the member with immediate effect for important reason(s);
c) on the day a legal entity and / or independent organization ceases to exist, enters receivership or files for bankruptcy;
d) in case of the death of a natural person; or
e) with immediate effect when a member does not pay his / her / its membership fees within one month from the day a reminder was sent to the member per e-mail.
Upon membership termination, the person or legal entity and / or independent organization must return all equipment, property and documents of the Association that is in their possession to the Management Board.
7. EXCLUSION FROM THE ASSOCIATION
A member can be excluded from the Association with immediate effect for important reason(s). An important reason exists when a member acts against the interests of the Association by wilful intent, due to gross negligence or gravely hinders harmonious cooperation in the Association.
The decision to dismiss a member from the Association must be communicated by the Management Board to the member in writing. The reasons for the exclusion must be mentioned in the letter of exclusion.
Before being excluded from the Association, the member concerned must be allowed to present his, her or its case orally or in writing within a reasonable period of time.
The concerned member can appeal the decision to exclude him / her / it from the Association within a month in writing. The appeal is deemed lodged on the day of receipt by the Management Board.
In case of an appeal following receipt of the exclusion decision, the General Assembly shall decide the fate of the membership in question. This notwithstanding, an appeal will have no suspensive effect on the exclusion.
8. MEMBERSHIP AT REGISTRATION OF THE ASSOCIATION
Persons who were already members during the founding and registration of the International Association of Hand Papermakers and Paper Artists (IAPMA) are automatically ordinary members of the Association.
The above is only not applicable when such a member gives notice per e-mail declining membership in the Association within four weeks from the day of receiving the notice that the Association has been duly registered with him / her / it as an automatic member. The already paid membership fees will not be refunded in this case.
The notice by the Association to its current members declaring them automatic members must be made by e-mail within three weeks after the formative assembly. The notice must contain information on the right to object.
9. SUPPORTED MEMBERSHIP
Anybody can apply for supported membership without the obligation to pay membership fees. The approval of such an application requires the consent of 51% of the members belonging to the Board of Directors.
§5 Rights and Obligations of Members
1. RIGHTS OF MEMBERS
Each ordinary member of the Association has in accordance with the Statutes of the Association and the relevant laws both the active and passive right to vote, the right to cast votes, the right to participate and speak at the General Assembly of the Association and the right to make applications and suggestions for consideration at the General Assembly of the Association.
2. RIGHTS OF HOLDERS OF MEMBERSHIP AS PROMOTERS / SPONSORS
Promoters / Sponsors can participate and speak at the General Assembly of the Association and also make applications and suggestions for consideration at the General Assembly of the Association.
Members of the category “Promoter / Sponsor” have no voting rights.
3. RESPONSIBILITIES OF MEMBERS
Every member has the obligation to promote the interests of the Association, to pay his / her / its membership dues and to support the activities of the Association through their active involvement in so far as it is within his / her / its means.
4. MEMBERSHIP DUES
Every ordinary member and holder of membership as promoter / sponsor shall pay a non-refundable membership fee that is due every year.
The amount of the annual membership fee shall be recommended by the Management Board and approved by the General Assembly.
The Management Board may make minor alternations to the amount due as membership fee, whereby the fact that the Association is open to the general public must be duly taken into account.
Students will pay a reduced sum amounting to half of the membership fee for ordinary members so long as they can provide proof of being students at the time of payment of the membership dues.
Legal entities and / or independent organizations will pay three times the membership fees of ordinary members.
Holders of membership as Promoters / Sponsors will pay at least the same membership fee as ordinary members.
Members of the Board of Directors, the Management Board and Association Officers shall have their membership fees waived for the duration of their term of office.
5. REPRESENTATION OF LEGAL ENTITIES AND ORGANIZATIONS
Legal entities and / or independent organizations may exercise their membership rights through a person authorized in writing as their representative and who must be a member or official of the legal entity and / or organization.
Such representation of legal entities and / or independent organizations is necessary for participation at the General Assembly and for exercising their voting rights.
The corresponding proxy must be in writing and specific to a particular General Assembly.
§6 Governing Bodies
The governing bodies of the Association are the General Assembly and the Management Board.
§7 General Assembly
1. SUPREME BODY
The supreme decision-making body of the Association is the General Assembly.
2. FREQUENCY OF MEETINGS
The General Assembly must be held whenever the interests of the Association require it, but in any case, at least once a year.
The General Assembly may be held electronically if the situation so dictates.
3. EXTRAORDINARY GENERAL ASSEMBLY
An Extraordinary General Assembly must be convened upon the request of a member of the Management Board or when at least one tenth of all members of the Association demand the same in writing from the Management Board stating the purpose and reasons to the corresponding notice.
The General Assembly is in particular responsible for the:
a) Appointment and dismissal of the Management Board;
b) Approval of the Annual Report, including the Financial and Cash Report;
c) Approval of the budget plan;
d) Discharge of the Management Board;
e) Determination of the expense allowances for Members of the Management Board;
f) Fixing the membership fees;
g) Selection of the Cash Auditors;
h) Determination of the venue and time of the next General Assembly;
i) Enactment of the Financial Regulations;
j) Amendment of the Statutes of the Association;
k) Dissolving the Association; and
l) Deciding on the appeal of a member excluded from the Association by the Management Board.
The General Assembly shall be convened by the President of the Association by e-mail, or, in his / her absence by the Vice President, with a minimum of six weeks’ notice and announcing the agenda. The notice period begins the day after the invitation was sent.
The written invitation to a member is deemed to have been delivered when it is sent to the member’s last known e-mail address that was provided to the Association by the member in writing.
The Management Board shall be responsible for determining the agenda.
The agenda of the General Assembly must include the following items:
- Report of the President or Vice President;
- Accountability Report of the Treasurer;
- Report of the Auditors and Cash Auditors;
- Discharge of the Management Board;
- Election of the Management Board during election years;
- Selection of the Auditors or Audit Company for the Annual Report of the incoming Financial Year; and
- Any other business.
Any member may apply to place new items on the agenda by notifying the Management Board in writing at least three weeks before the date of the General Assembly.
7. ADMINISTRATION OF THE GENERAL ASSEMBLY
At the beginning of the General Assembly, a Chairperson to head the General Assembly and a Secretary to take minutes of the General Meeting will be elected by the members upon recommendation by the President or, in the absence of the President, the Vice President and in the absence of the Vice President too, upon recommendation from the Management Board.
Members must attend the General Assembly in person. A quorum exists irrespective of the number of members in attendance so long as the General Assembly was called following the correct procedures.
Participation is also possible online or through other electronic means and through the website of the Association (www.iapma.info).
Voting shall be open and a simple majority of valid votes shall suffice as the majority decision. Abstentions shall not be taken into account.
10. APPOINTMENT OF THE MANAGEMENT BOARD
The appointment and dismissal of the Members of the Management Board need not be only at the General Assembly but can also be effected through online voting under the website of the Association (www.iapma.info).
Any member is eligible to stand as a candidate for any position in the Management Board or to nominate any other member(s) for election to any post in the Management Board.
The Management Board must be informed of any candidature or nomination of candidates at least three weeks before the voting date.
The names and profiles of the candidates will be published on the website of the Association (www.iapma.info) three weeks before the election date.
Tallying of votes cast shall be done by the Secretary of the General Assembly and two further members of the current Management Board.
The election results shall be published on the website of the Association.
11. DECISION MAKING
An effective decision of the General Assembly in accordance with §7 Art. 8 and 9 of the Statutes of the Association presupposes that the issue(s) at hand was or were presented by the President to the members for voting by e-mail with six weeks’ notice and a clear articulation of the subject matter(s) requiring their decision.
The six weeks’ notice period starts on the day after the notice was sent to members. The notice is deemed delivered when it has been sent to the last known e-mail address that was disclosed to the Association by the member in writing.
12. RECORDING OF DECISIONS
Decisions of the General Assembly shall be recorded and certified by the Secretary of the General Assembly.
The record of the proceedings will be made accessible to all members by publication on the website of the Association (www.iapma.info).
§8 Management Board
1. BOARD OF DIRECTORS
The Board of Directors in accordance with §26 of the German Civil Code (BGB) consists of the President, the Vice President, the Treasurer and two further members of the Management Board.
2. MANAGEMENT BOARD
The Management Board shall be composed of the Members of the Board of Directors as defined under §26 BGB and as many further members as the Board of Directors deems necessary for the optimal management of the Association.
At least one member of the Management Board as defined under §26 BGB must be fluent in German; at least one member of the Management Board must have his / her place of permanent residence in Germany.
Both preconditions can be fulfilled by one person elected to serve on the Management Board.
All members of the Management Board must readily have valid entry rights and documents for the territory of the Federal Republic of Germany.
The total number of the Management Board members must be an odd number.
3. REPRESENTATION OF THE ASSOCIATION
As defined under §26 BGB the association shall be represented in court and outside court by two members of the Board of Directors jointly.
4. RESPONSIBILITIES OF THE MANAGEMENT BOARD
The Management Board is responsible for all affairs of the Association.
The Management Board shall pass rules of procedure for its activities and align the business distribution plan accordingly.
The President shall by virtue of his / her office be the Congress Coordinator.
5. FLEXIBLE DISTRIBUTION OF TASKS
The areas of responsibility for each member of the Management Board who are not members of the Board of Directors as defined under §26 BGB can be altered per resolution of the Board of Directors if they see an important reason to do so.
6. TERM OF OFFICE OF THE MANAGEMENT BOARD
Members of the Management Board shall serve for three years from the date of their election. They may be re-elected.
All members of the Management Board will remain in office until new elections are held even if their term of office has expired.
7. PREMATURE DEPARTURE OF (A) MEMBER(S) OF THE BOARD OF DIRECTORS
Should a member of the Board of Directors as defined under §26 BGB leave before the end of his / her term of office, the Management Board shall have the right to co-opt a temporary replacement until the next General Assembly. The co-opted temporary member of the Board of Directors shall be picked from amidst members of the Management Board who are not members of the Board of Directors as defined under §26 BGB.
8. RESIGNATION OF MEMBERS OF THE MANAGEMENT BOARD
A member of the Management Board who wants to resign must do so in writing, which may also be by e-mail, giving the Management Board one month’s notice.
A member of the Management Board ceases to hold office when his / her membership in the Association has ended.
9. HONORARIA AND REIMBURSEMENTS
The Management Board shall conduct the affairs of the Association in an honorary capacity.
The members of the Management Board shall receive annual expense allowances at an economically reasonable level. The General Assembly shall determine the economically acceptable amount.
Expenses incurred shall be presented to the Management Board upon prior approval by two members of the Board of Directors and reimbursed in accordance with the Financial Regulations of the Association.
10. MEETINGS OF THE MANAGEMENT BOARD
The Management Board shall make decisions at ordinary Board Meetings held electronically or by teleconference and called with one week’s notice by the President and, in his or her absence, by the Vice President, via e-mail containing the agenda. The Board Meetings shall take place at least twice a year.
A Board Meeting must be called if a member of the Management Board makes a corresponding demand to the President of the Association.
The members of the Management Board are free to hold a Board Meeting if such a demand for a Board Meeting is not honoured within two weeks.
Board resolutions shall in principle be passed by simple majority based on the number of votes cast.
11. DECISION MAKING OUTSIDE MEETINGS OF THE MANAGEMENT BOARD
Resolutions can be passed and decisions made by the Management Board outside Board meetings in writing, by facsimile, telegraphically and electronically (for example online voting via www.iapma.info, the website of the Association) save where the Statutes of the Association prescribe specific procedural rules and so long as each participating member is in a position to credibly vote positively, negatively or to abstain.
The above notwithstanding, voting may also be carried out through file circulation procedure.
Attendance of Board Meetings must be in person, including electronically, and a quorum exists when at least three members of the Management Board are present and the meeting was called in accordance with the procedures stated in the Statutes.
13. SEAT AND CEO/MANAGING DIRECTOR
The Board of Directors can appoint a Chief Executive Officer (CEO) / Managing Director to oversee the day-to-day running of the Association and open a corresponding office as the main seat of the Association. The Powers-of-Attorney and responsibilities must be enshrined in a Management Contract and the approval of the General Assembly sought.
The CEO / Managing Director so appointed shall attend Board meetings as an Ex-Officio, i.e. without voting rights.
14. RULES OF PROCEDURE
The Management Board shall determine its own rules of procedure that must not necessarily form part of the Statutes.
The rules of procedure shall include a description of the specific areas of responsibility of the members of the Management Board.
15. MINUTES AND RECORDS
Minutes and records of the Board Meetings shall be taken and signed by the person who chaired the Board Meeting. Minutes of the Board Meeting must be availed to all members of the Management Board within one week after the Board Meeting.
16. INTERNAL COMMUNICATION
Members of the Management Board and the Officers of the Association shall present monthly reports and other relevant information of their activities through an online forum within the website of the Association.
The Secretary of the Board will present a summary of these monthly reports on the website of the Association.
§9 Officers of the Association
1. The officers of the Association will be nominated by the Board of Directors and confirmed by the General Assembly.
2. The term of office of the officers of the Association will correspond to that of the members of the Board of Directors.
§10 General Auditing and Cash Audit
1. The General Audit and Cash Audit shall be part of the Annual Report of the Association.
2. The Cash Audit of the Association shall be carried out by two auditors who do not necessarily have to be members of the Association.
3. The Cash Auditor and the Treasurer of the Association shall not be identical. The Cash Auditors shall prepare cash audits limited to the respective Financial Year.
§11 Amendment of the Statutes
1. Amendments to these Statutes of IAPMA, including change of purpose of the Association, require at least a two thirds majority of valid votes cast in the General Assembly.
2. Changes and / or amendments demanded by supervisory, financial and other statutory authorities due to legal formalities can directly be implemented by the Management Board.
The above power is, however, limited to the relief of the said statutory orders.
All members must be informed about the resultant amendment in writing within one month.
§12 Dissolution of the Association
1. A resolution to dissolve the Association can be passed if recommendations for a new Board of Directors isn’t lodged in time for their election with the result that no Board of Directors can be elected.
2. A resolution to dissolve the Association requires four fifths of valid votes cast by members of the Association at the General Meeting.
3. In the event of the dissolution or annulment of the Association, or in the event of the discontinuation of the tax-privileged purposes, the assets of the Association shall pass to a legal entity under public law or to another tax-privileged corporation for the purpose of promoting paper art, art and culture.
4. The aforesaid regulation also applies if the Association is dissolved for any other reason(s) or loses its legal rights.
§13 Final Provisions
1. This Statutes of IAPMA is in accordance with and subject to the laws of the Federal Republic of Germany. Seat of jurisdiction is the seat of the Association.
2. The ineffectiveness of any article in the Statutes has no legal effect on the other articles.
3. The original of the Statutes of the Association is the German version, which is the legally authoritative document. All other language versions, including this one, are only for convenience.
Dresden, March 13, 2021