Statute to be adopted at the meeting of 20.09.2018
§ 1 Name, registered office, legal form, financial year
The association bears the name Archineer® Institutes. It shall be registered in the register of associations and shall then bear the addition "e.V.".
In the following part of the statute the association is named as an institute. Mentions in male form are valid at the same time also in female correspondence.
The head office of the institute is 06846 Dessau, with extension 04109 Leipzig. The institute is active worldwide. The institute languages are German and English.
The financial year is the calendar year.
For the duration of the cooperation agreement concluded with the Anhalt University of Applied Sciences for an indefinite period of time, the Institute shall maintain the add-on associated institute of the Anhalt University of Applied Sciences in its name.
For the organization and implementation of seminars; education and instruction; and their services related to research and teachings to technical topics of architecture, in particular within the range of the membrane and shell technologies the institute adds IMS Bauhaus in the name.
§ 2 Purpose and tasks
The purpose of the institute is the research, development and teaching of new construction methods, especially of membrane and net constructions, shells and folding structures, innovative planning as well as energetic and financial considerations of the object real estate in the broader sense as well as infrastructure development.
The use of the term Archineer® in conjunction with the Institute illustrates an integrated, comprehensive consideration of architecture, building technology and the real estate industry in the broader sense. The approach of the historical Bauhaus is to be taken up and further developed for the future.
The statutory purpose of the research is to be realised e.g. by supporting and participating in research projects at public institutions such as technical colleges, universities or other research institutions, as well as developing and carrying out research projects in the Institute's own workshops and laboratories, through international cooperation and representation of the Institute, and by establishing a Future Lab in the field of real estate.
The statutory purpose of teaching with regard to the aforementioned construction methods is to be realised by organising and participating in courses of study, through 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 the study programme "Membrane Structures" at the Anhalt University of Applied Sciences, located in Dessau.
2. the organisation of events, in particular workshops, conferences, seminars etc. as well as publications and the development of a knowledge platform on the future of real estate and the real estate industry under the name Real Estate Future Lab.
3. the participation in research projects in the area of the statutory purpose.
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 honorary on the basis of special achievement. More detailed regulations are made by the board of directors.
§ 3 Non-profit status
The Institute pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the Tax Code. The Institute operates selflessly and does not primarily pursue its own economic purposes. The Institute's funds may only be used for statutory purposes. No person may be favoured by expenses that are extrinsic to the purpose of the Institute or by disproportionately high remuneration.
Members do not receive any contributions from the Institute's funds on the basis of their membership. If the financial conditions of the association permit it, the members of the executive committee can pay themselves expense allowances within the framework of the lump sum of § 3 No. 26a EStG.
§ 4 Membership
1. Any natural or legal person may become a member of the Institute. After a written application, the board decides on the admission with a simple majority. Withdrawal from the Institute is possible at any time, it must be declared in writing to the Board.
A member may be expelled from the Institute if his/her conduct is grossly contrary to the interests of the Institute. The exclusion will be decided by the general meeting. If a member is in arrears with more than one membership fee, the executive committee can decide on the exclusion.
The membership ends with the death of the member. The resigned or expelled member has no claim against the institute's assets.
Members have to pay membership fees in money. The amount and due date of the membership fees shall be determined by the general meeting.
2. Members can be exempted from contributions for special reasons by decision of the executive committee.
3. Persons who have made a special contribution to the Institute or its objectives or are of particular importance for the implementation of the Institute's objectives may apply for honorary membership.
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.
(a) 1. Director of the Institute
b) 2. Director of the institute
c) Director Finances
d) Director Research
e) Director Real Estate
f) Director Academic
g) Director Infrastructure
h) Director Marketing and Representatives
i) Representative of the Anhalt University
The executive committee within the meaning of § 26 BGB consists of the first and second institute directors. Each of them represents the association alone. For transactions exceeding an amount of 10.000, - € the confirmation of both directors or the simple majority of the entire board is required.
The executive committee is elected by the general meeting for a period of 3 years; however, it remains in office until a new election has taken place.
The right to nominate the representative of the Anhalt University of Applied Sciences lies with the presidium of the Anhalt University of Applied Sciences.
Cooperation with the Anhalt University of Applied Sciences requires that the institute be headed by an institute director who is also a professor at the Anhalt University.
If necessary, the Executive Board may set up advisory councils/boards to advise it. Membership of the advisory board is honorary. Board expenses can be remunerated.
The Executive Board appoints an Advisory Board consisting of experts from industry, real estate, finance or infrastructure if this is conducive to the purpose of the Institute, in particular the establishment of a Real Estate Future Lab and infrastructure development.
The Executive Board meets at irregular intervals, although this can also be done via electronic connections. The Executive Board may also vote electronically. Minutes shall be kept of Executive Board meetings.
§ 7 General Meeting
The Annual General Meeting takes place once a year at one of the Institute's locations. In addition, a general meeting must be convened if the interests of the Institute so require, or if at least 1/3 of the members request it in writing, stating the purpose and reasons. Each general meeting must be convened in writing by the board of directors with an invitation period of two weeks. The invitation may also be sent electronically, e.g. by e-mail.
Each member can apply in writing to the executive committee up to one week before the day of the general meeting at the latest for further matters to be subsequently placed on the agenda. At the beginning of the general meeting, the chairman of the meeting must supplement the agenda accordingly. The general meeting decides on requests for additions to the agenda, which are only made at the general meeting. A majority of 3/4 of the valid votes cast is required to accept the motion.
The chairman of the meeting is the first director of the institute and, if he is prevented from attending, the second director of the institute. If both are not present, a chairperson will be elected by the general meeting. The general meeting also appoints a secretary. Every duly convened general meeting has a quorum 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 statutes and the purpose of the Institute.
Voting transfers are not possible. Votes on questions formulated in writing in advance are possible, provided that the wording is not changed during the meeting. Participation and votes via an Internet platform or e-mail are also permitted. This should give members who cannot be physically present the opportunity to participate and vote in the meeting.
Minutes are to be kept of the resolutions of the general meeting, which are to be signed by the chairman of the meeting and the minute-taker.
§ 8 Exclusion of liability
The Institute's liability shall be limited to wilful breach of duty by the members of the Executive Board. The liability for negligent behaviour of the organs as well as for any fault of the vicarious agents towards the institute members is excluded. If, in addition, the Institute members have claims for damages against the Institute or against acting members, the aggrieved party must also prove the fault of the person acting on behalf of the Institute and the causality between breach of duty and damage. Any personal liability of the Institute members, in particular of the Board of Directors, for claims for damages against the Institute shall be excluded.
§ 9 Dissolution of the Association
With the dissolution of the association or the deprivation of legal capacity or with the discontinuation of tax-privileged purposes, the assets shall pass to a legal entity under public law or another tax-privileged corporation to be determined by resolution of the general meeting for the purpose of use for research and science or education and upbringing.
§ 10 Entry into force
The change of the statute was decided by the general meeting of the institute on 20.09.2018 in Dessau.
Prof. Dr. Robert Off
1. Director of the institute