(Translation)
1. The Association
The
Association is organized under the name „
2. Purpose of the Association
2.1 Purpose of the Association is the support of schooling and
education. This purpose shall be realized by operating an international school
and an international pre-school serving the region of Nürnberg,
Fürth,
2.2 The Association-operated international school shall provide its
students with an international education. In addition to education and culture,
a liberal and tolerant attitude towards others shall be imparted to the
students. No political or religious aims will be pursued by the school.
2.3 The Association shall make this independent, officially
approved international school accessible to the international community and to
German residents living in the region. Students shall be accepted subject to
policies established by the Total Board of Directors and according to
educational criteria established by the Headmaster and without regard to race,
creed, color, sex or nationality.
2.4 The Association is a non-profit organization which does not
primarily pursue its own economic purposes. The financial means of the
Association may only be used to further the purposes set forth in these
Articles of Association. The members of the Association shall not be permitted
to receive gratuities from the funds of the Association. The Association may
not favor any person either through gifts or other advantages not directly
related to the purposes of the Association or through excessively high
remuneration.
Dok/FISSatzengl/REC/LE/so-21.04.99
3. Membership in the Association
3.1 Ordinary Members
Each
parent/guardian of a child or children attending the Franconian International
School becomes an ordinary member of the Association upon the submission of a
written application for membership at the time the child/children is/are
registered for attendance at the Franconian International School and upon the
formal declaration of membership admission by the Total Board of Directors of
the Association.
3.2 Associate Members
Upon
submission of their written application for membership and upon the formal declaration
of membership by the Total Board of Directors of the Association, employees of
the school who are parent(s)/guardian(s) of a student of the school become
associate members of the Association.
Due
to the special nature of their status, the associate members shall not be
permitted to be candidates for the Total Board of Directors or to become Total
Board members.
With
respect to all other matters, associate members shall have the same rights as
ordinary members.
3.3 Supporting Members
By
resolution the Total Board of Directors may admit supporting members (persons
or legal entities) who will significantly support the Association by donations
or otherwise.
3.4 Termination of Membership
Membership
in the Association shall be terminated upon resignation, removal, loss of
custody, death or upon departure of the child(ren) from the
a) Resignations may only be accepted with effect from the end of a school period (trimester or semester) – resignation deadlines shall be determined based on the school calendar at the time of resignation. Resignations must be submitted in writing by registered mail return receipt requested at least six (6) weeks prior to the end of the school period.
b) The Total Board of Directors has the right to remove any ordinary and associate member of the Association, by resolution, if the member or his/her children have persistently acted against the objectives and aims of the Association, have persistently disturbed the peace at the school and are not willing to or are not in a position to refrain from engaging in such injurious behavior or to remedy the consequences of such acts upon the request of the Total Board of Directors or if the member is in delay with its membership contributions in spite of a written reminder by the Total Board of Directors.
The
Total Board of Directors has the right to remove any supporting member of the
Association, by resolution, if the supporting member no longer fulfills the
requirements of membership over a longer period of time despite a reminder to
this effect.
The
member concerned shall have the right to a hearing before the Total Board of
Directors prior to its removal. Written notice of removal shall be delivered to
the member concerned.
c) Members of the Association must notify the Association immediately of the loss of custody of a child. Membership in the Association shall terminate after the loss of custody upon the end of the current school period (trimester or semester).
Parents/guardians,
whose children are leaving the
4. Bodies
of the Association
The bodies of the association shall comprise
the following:
a)
The
General Assembly
b)
The
Registered Board of Directors
c)
The Total
Board of Directors
d)
The
Parents’ Advisory Council (optional)
e)
The Kuratorium
5. Membership Meetings of the Association (“General
Assembly”)
5.1 The rights and duties of general meetings of the Association’s
members are as follows:
a) modifications to the Articles of
Association
b) to approve the management report and the financial statements
c) to discharge
the Total Board of Directors
d) to elect the Total Board of Directors
e) approval of the membership fees
f) dissolution of the Association
5.2 The general meeting shall be held at least once every year
after conclusion of the fiscal year, if possible by the end of the calendar
year and otherwise whenever required or at the request of at least one-third of
the members. The Registered Board of Directors shall convene the meetings. An
invitation to the
meeting shall be in English and in German and must be mailed at
least fourteen (14) days prior to the meeting date and shall contain an agenda.
5.3
The voting
rights shall be distributed as follows:
Ordinary and associate members shall have one
vote each in the meeting.
The sum of the voting rights of all ordinary
and associate members shall correspond to 50 % of the total number of voting
rights.
The remaining 50 % of the voting rights shall
be reserved for the supporting members.
The distribution of the voting rights among the
supporting members shall be done proportionally to the financial contributions
that were granted during the prior three fiscal years of the Association. Each
supporting member must receive at least one vote.
Financial contributions may be made by way of
membership fees, donations in cash or kind or otherwise (e.g. services). The Total
Board of Directors shall assess the value of donations made otherwise than by
cash.
The Total Board of Directors shall announce the
number of voting rights of each supporting member at the beginning of the
general meeting.
5.4 Ordinary resolutions shall be taken by simple majority of valid
votes cast; abstentions shall not be considered.
Votes
by powers of attorney are admitted. Powers of attorney need to be given in
writing for each individual meeting.
5.5 Minutes of general meetings must be drawn up and must be signed
by the chairman of the board or, in the absence of the chairman, by the deputy
chairman; another registered board member must countersign.
The
minutes must be posted in the
6. Board of Directors
6.1 Composition and term of the Registered Board of Directors and
the Total Board of Directors
a) The
Registered Board of Directors according to § 26 BGB (German Civil Law) shall
comprise the Chairman of the Board, the
two Vice Chairmen (one representing the sponsors, and one representing the
ordinary members), the Secretary and the
Treasurer. The aforementioned persons shall represent the Association in the
German courts and other third parties together with another member of the
Registered Board of Directors. The Chairman of the Board shall be entitled to
represent the Association alone.
b) The Total Board of Directors shall comprise the Registered Board of Directors and possible further elected members of the Total Board of Directors. The Total Board of Directors shall consist of at least 4 and up to 12 members. The number of members to be elected by the general meeting shall be proposed by the Total Board of Directors currently in office.
c) The board chairman and a total of half of the Total Board of Directors members shall generally be elected from among the supporting members. Further stipulations are contained in the election regulations.
d) Each elected Total Board of Directors member shall serve for a term of three (3) years.
e) Total Board of Directors members may be reelected.
f) In the event a member of the Total Board of Directors resigns during his term, cannot perform his duties any more, or if he is removed from office, the Total Board of Directors may, at its dutiful discretion, appoint a successor to serve for the remaining period of the term of the director who is leaving.
g) The members of the Total Board of Directors do not have to be members of the Association.
6.2 Election of the Total
Board of Directors
The
members of the Total Board of Directors and the chairman of the board shall be
elected by the general meeting.
a) Any Association member may propose one or more candidates for election to the Total Board of Directors. The proposals for candidates must be submitted to the chairman of the board not later than one week before the election date.
b) The election will occur by written and secret vote at a general meeting.
Every
member entitled to vote shall have as many votes as there are vacancies on the
Total Board of Directors. Supporting members may have multiple voting rights in
accordance with Clause 5.3 above.
The election shall be valid regardless of the number of votes cast. The candidates with the highest number of votes shall be elected (according to sequence). In the event that two (2) or more candidates receive the same number of votes and there are not enough vacant seats on the Total Board of Directors for all such tied candidates to occupy, there shall be another election for the position to be filled.
Two (2) members will be asked to count the votes.
The result of the election shall be released immediately after the count of votes.
6.3 The chairman of the board
The
chairman of the board shall be elected directly by the general meeting applying
the rules given in Clause 6.2 above.
6.4 Total Board of Directors‘
meetings
The Total Board of
Directors shall meet at least twice a year or as required.
a) The chairman of the Total Board of Directors shall deliver to the Total Board of Directors members one week’s prior written notice of a Total Board of Director’s meeting. The notice shall include the agenda.
b) The chairman of the board shall chair the meetings of the Total Board of Directors. In his absence, the deputy chairman shall fulfill these duties. The treasurer shall chair the meetings if both the chairman and the deputy chairman are absent; in case of the absence of the treasurer, the secretary shall chair the meetings.
c) The presence of at least half of the members of the Total Board of Directors shall constitute a quorum.
d) The secretary of the Total Board of Directors shall take minutes of all Total Board of Directors‘ meetings. At every meeting of the Total Board of Directors, the Total Board of Directors shall resolve to approve and ratify the minutes of the prior meeting.
6.5 Rights and duties of the
Total Board of Directors
The
Total Board of Directors shall allocate its duties among its members by mutual
consent. If a duty is not delegated, it shall be performed by the chairman.
a) The Total Board of Directors shall determine, in general and in each individual case, the guidelines according to which the school is to be operated taking into account the recommendations given by the Parent Teacher Organization and by the Kuratorium.
b) The Total Board of Directors has the responsibility of appointment and defining the terms of employment of the headmaster.
c) The Total Board of Directors shall define and supervise compliance with the budget of the Association and shall be responsible for the organization of orderly bookkeeping in accordance with the provisions of clause 12. of these Articles of Association.
d) The Total Board of Directors shall execute the resolutions of the general meetings and shall report to the general meetings with respect to its activity over the preceding period.
The
Association’s members shall then pass a resolution discharging the Total Board
of Directors for that period.
e) The membership fees shall be fixed by the general meetings on recommendation by the Total Board of Directors.
Contributions shall be fixed in either one-time payments or periodical payments; the latter being due at the commencement of each period as defined by the Total Board of Directors.
f) The Total Board of Directors shall decide on the admission and exclusion of members at its dutiful discretion and in accordance with section 3.4.
If the Total Board of Directors declines membership, its decision must be issued in writing indicating the reasons therefore. The applicant may appeal the decision within one month after receipt.
The appeal has to be in writing and shall be directed to the Total Board of Directors.
The next general meeting shall then decide on the appeal. This rule shall also apply to the exclusion of members.
7. The Parents’ Advisory Council
The
ordinary and associate members may elect a Parents’ Advisory Council which acts
as a mediator between parents, headmaster of the school and Total Board of
Directors.
Rules
governing the election of the Parent Teacher Organization Board are contained
in the school code.
8. Kuratorium
Members
of the Kuratorium shall be appointed by the Total
Board of Directors. The Kuratorium consists of well
renowned personalities and shall advise the Total Board of Directors especially
regarding organizational matters, public relations and it shall provide
contacts to local and other authorities as well as business executives.
Members
of the Association may be appointed members of the Kuratorium.
9. Headmaster of the School
9.1 The headmaster is the director of the school. He reports to the
Total Board of Directors.
9.2
The
headmaster shall be responsible for the performance of the day-to-day
operations of the school, the educational direction and development of the
school, and the employment and dismissal of teaching staff and other employees
of the school in accordance with the guidelines and directives issued by the
Total Boardof Directors.
9.3 The headmaster shall be responsible for defining a school code,
acting in agreement with the Total Board of Directors.
10. Amendments of the Articles of Association
10.1
The
Articles of Association may be modified by general meetings upon the
affirmative vote of two-thirds (2/3) of the present or represented members
(ref. 5.3); for a quorum the presence of at least one-third of all members
entitled to vote shall be required. If no quorum is present the Total Board of
Directors must convene a second general meeting within four (4) weeks; such second
meeting shall constitute a quorum irrespective of the number of members
present. This fact must be stated in the invitation (which shall be posted to
each member by registered mail).
10.2 The Articles of Association shall not be modified in a manner so
as to invalidate or prejudice the non-profit character of the Association. Such
amendment shall be null and void from the outset.
11.
Economic Principles of the Association
11.1 The Association is obligated to be economical and responsible in the use of its resources, which are to be disbursed consistent with Clause 12.
11.2
The
Association’s income will derive from
a)
government
subsidies,
b)
private
subsidies,
c)
donations
in kind,
d)
other contributions,
e)
membership
dues,
f)
tuition
fees and contributions to other costs.
11.3
The income
may only be used for purposes consistent with the Articles of Association.
Funds may be deposited in a capital fund if and as long as this is necessary to
fulfill purposes consistent with the Articles of Association.
11.4
Members
who leave the Association shall have no claim for a refund of paid dues,
voluntary contributions, payment for other services or for any part of the
Association’s property.
12. Bookkeeping and Annual Financial Statements
12.1 The fiscal year of the Association shall commence on August 1st of each calendar year and shall end on July
31st of the following calendar year.
12.2
It is the
responsibility of the Total Board of Directors to assure that the bookkeeping
is done in accordance with generally acceptable accounting standards.
The
bookkeeping shall be in compliance with good accounting principles and
presentation of accounts. Attention must be given to tax and other laws and regulations,
as applicable.
12.3 The accounting records shall be kept analogous with statutory
commercial standards for the safekeeping of records.
12.4 During the fiscal year an accounting system shall be kept
resulting in a profit and loss account. The profit and loss account together
with the auditor’s report shall be submitted to the general meeting during the
first general meeting that follows the end of the fiscal year.
12.5 Within three (3) months following the termination of a fiscal
year, the Total Board of Directors together with the headmaster of the school
must prepare the annual financial statements and have them audited by a
certified public accountant („Wirtschaftsprüfer“) or
another qualified expert.
13. Dissolution of the Association
13.1 The Total Board of Directors may suggest to general meetings that the Association be dissolved. The dissolution of the Association can only be approved by affirmative vote of a two-thirds (2/3) majority of all present or represented members’ votes. Unless the meeting decides otherwise, the chairman and the deputy chairman shall jointly act as liquidators of the Association.
13.2 In the event of the dissolution of the Association or of a
cessation of tax-privileged purposes, the assets of the Association shall be
donated to a public legal entity or another tax-privileged corporation or
non-profit organization, to be allocated to the non-committed assets, for the
furtherance of science, culture and education.
13.3 The assets of the Association can only be transferred to another
organization pursuant to a resolution of the Total Board of directors. Such an
organization must be recognized by the responsible authorities as a non-profit
organization.
Herzogenaurach,
Rewording