Statute to be adopted at the meeting of 28.11.2024 (Statute (de) for download)

§ 1 Name, registered office, legal form, financial year

The association shall bear the name Archineer® Institute. It shall be entered in the register of associations and shall then bear the addition ‘e.V.’

In the following part of the Articles of Association, the Association is referred to as the Institute.
Names in the masculine form shall also apply in the feminine form.

The head office of the Institute is in 06846 Dessau, with branch offices in 04109 Leipzig, 06862 Dessau; 99869 Nessetal and in Erfurt. The institute is active worldwide. The languages of the Institute are German and English.

The financial year is the calendar year.

For the duration of the cooperation agreement concluded for an indefinite period with the Anhalt University of Applied Sciences, the name of the Institute shall include the addition An-Institut der Hochschule Anhalt.

For the organisation and holding of seminars; education and teaching; and their services related to research and teaching on technical topics of architecture, in particular in the field of membrane and shell technologies, the Institute bears the addition IMS Bauhaus® in its name.

The Institute may participate in other associations or companies that are suitable for promoting or serving the purpose of the organisation.

§ 2 Purpose and tasks

The purpose of the institute is the research, development and teaching of new construction methods, especially membrane and net constructions, shells and folded structures, innovative planning as well as energy and financial considerations of the subject of real estate in the broader sense as well as infrastructure development.

The use of the term Archineer® in connection with the institute illustrates an integrated, comprehensive view of architecture, construction technology and the property industry in a broader sense. The approach of the historical Bauhaus is to be taken up and further developed for the future.

The statutory purpose of research is to be realised, for example, through the support and participation of research projects at public institutions such as universities of applied sciences, universities or other research institutions, as well as the development and implementation of research projects in the Institute's own workshops and laboratories, through international cooperation and representative offices of the Institute, and the establishment of a Future Lab in the field of real estate.

The statutory purpose of teaching the aforementioned construction methods is to be realised through the organisation of and participation in courses of study, lectures, seminars, workshops, exhibitions and similar activities related to the aforementioned purpose of the Institute.

The task of the Institute is
1. the organisation and implementation of a degree course in "Membrane Structures".

2. the organisation of online courses IMS BAUHAUS® Degree "Archineer®", e.g. to impart knowledge in the field of membrane construction.

3. the organisation of events, in particular workshops, conferences, seminars, etc. as well as publications and the development of a knowledge platform on the topic of ‘the future of real estate and the real estate industry’ under the name Real Estate Future Lab.

4. participation in research projects in the area of the purpose of the Articles of Association.

The Institute protects the term Archineer® and its name associations under trademark law.

The title Archineer® is awarded by the Institute on the basis of successfully completed training or on an honorary basis on the basis of special achievement. The Executive Board shall make further arrangements in this regard.

§ 3 Non-profit status

The Institute pursues exclusively and directly charitable purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code. The Institute operates selflessly and does not primarily pursue its own economic purposes. The Institute's funds may only be used for the statutory purposes. No person may be favoured by expenses that are alien to the purpose of the Institute or by disproportionately high remuneration.
Members shall not receive any benefits from the Institute's funds on the basis of their membership. If the financial framework conditions of the organisation permit, the members of the Executive Board may pay themselves expense allowances within the framework of the lump sum under Section 3 No. 26a EStG.

§ 4 Membership

1. any natural or legal person may become a member of the Institute. The Executive Board decides on admission by a simple majority following a written application. Resignation from the Institute is possible at any time and must be declared in writing to the Executive Board. A member can be expelled from the Institute if their behaviour grossly violates the interests of the Institute. The General Assembly decides on the exclusion. If a member is in arrears with more than one membership fee, the Executive Board may decide on expulsion. Membership ends with the death of the member. The resigned or expelled member has no claim against the Institute's assets. Members must pay membership fees in cash. The amount and due date of the membership fees are determined by the General Assembly. 

2. members may be exempted from contributions for special reasons by resolution of the Executive Board.

3. honorary membership may be offered to persons who have made a special contribution to the Institute or its objectives, or who are of particular importance for the realisation of the Institute's objectives.

4. honorary members are full members, but are exempt from the obligation to pay membership fees.

§ 5 Organs of the Institute

The organs of the Institute are the Board of Directors and the General Assembly.

§ 6 Board of Directors

The Board of Directors consists of the following persons:

a) 1st Director of the Institute
b) 2nd Director of the Institute
c) Director of Research
d) Director Real Estate Management
e) Director Teaching
f) Director of International Relations
g) Director Strategic Development & Marketing
h) Director Specialised Engineer Membrane Construction 
i) Representative of Anhalt University of Applied Sciences

The Executive Board within the meaning of § 26 BGB consists of the first (a) and second (b) Institute Director. Each of them represents the association alone. Transactions exceeding an amount of € 10,000 require the confirmation of both Institute Directors or a simple majority of the entire Executive Board.
The Executive Board is elected by the General Meeting for a term of 3 years; however, it remains in office until a new election has been held. The General Assembly of Members may additionally entrust an Institute Director (a, b) with the office of Director (c-i).
 

The right to nominate the representative of Anhalt University of Applied Sciences lies with the Executive Board of Anhalt University of Applied Sciences. The prerequisite for co-operation with Anhalt University of Applied Sciences is that the institute is headed by an institute director who is also a professor at Anhalt University of Applied Sciences.

The Board of Directors can set up advisory councils/boards to advise it if necessary. The work of the advisory board is honorary. Expenses incurred by the board may be remunerated.
The Executive Board appoints an Advisory Board consisting of experts from industry, the property sector, the financial sector or infrastructure companies if this is conducive to the purpose of the institute.
The Board of Directors meets at irregular intervals, at least once a year, whereby this can also take place via electronic connections. The Executive Board may also vote electronically. Minutes must be kept of the meetings of the Executive Board.

§ 7 General Meeting

The ordinary General Assembly of Members takes place once a year at one of the Institute's locations and/or online. In addition, a General Assembly of Members must be convened if the interests of the Institute so require or if at least 1/3 of the members request such a meeting in writing, stating the purpose and reasons. Each General Meeting must be convened by the Executive Board in writing with a notice period of two weeks. The invitation may also be sent electronically, e.g. by e-mail.

Any member may submit a written request to the Executive Board no later than one week before the date of the General Meeting for additional matters to be added to the agenda. The chairperson of the meeting must supplement the agenda accordingly at the beginning of the general meeting. The General Meeting shall decide on motions to add items to the agenda that are not submitted until the General Meeting. A majority of 3/4 of the valid votes cast is required to adopt the motion.

The meeting is chaired by the first Institute Director and, if he/she is unable to attend, by the second Institute Director. If neither is present, a chairperson is elected by the General Meeting. The General Meeting shall also appoint a secretary. Every duly convened General Meeting is quorate regardless of the number of members present. The resolutions of the General Meeting are passed by a simple majority of the valid votes cast. However, a majority of ¾ of the valid votes cast is required to amend the Articles of Association and the purpose of the Institute.

Votes may not be transferred. Previously submitted votes on questions formulated in writing are possible, provided the wording is not changed at the meeting. Participation and votes via an Internet platform or e-mail are also permitted. This is intended to give members who cannot be physically present the opportunity to participate in the meeting and vote.

Minutes must be kept of the resolutions of the General Meeting, which must be signed by the chairperson of the meeting and the secretary.

§ 8 Exclusion of liability

The Institute's liability is limited to wilful breach of duty by the members of the Management Board. Liability for negligent behaviour of the executive bodies and for any fault of vicarious agents towards the members of the Institute is excluded. If, in addition, the members of the Institute have claims for damages against the Institute or against acting members, the injured party must also prove the fault of the person acting on behalf of the Institute and the causality between the breach of duty and the damage. Personal liability of the members of the Institute, in particular the Management Board, for claims for damages against the Institute is excluded.

§ 9 Dissolution of the Association

If the association is dissolved or its legal capacity is withdrawn or its tax-privileged purposes cease to exist, the assets shall be transferred to a legal entity under public law or another tax-privileged body to be determined by resolution of the General Assembly for the purpose of research and science or education and training.

§ 10 Entry into force

The change of the statute was decided by the general meeting of the institute on 28.11.2024.

 

_______________

Prof. Dr. Heidrun Bögner-Balz

1. Director of the Institute

 

M.Eng. Sarah von der Weth

2. Director of the Institute