The By-Laws of the Council for Tropical and Subtropical Agricultural Research (ATSAF e.V.)

Revised version of the by-laws of ATSAF e.V. according to the resolutions of the members' assembly of October 11, 2005 and registered at the district court of Bonn on February 9, 2006.
(registered on February 9, 2006 under no. 5944 in the Register of Associations at the district court of Bonn)

  1. Name, registered office and financial year
    1. The Association bears the name: Arbeitsgemeinschaft Tropische und Subtropische Agrarforschung (ATSAF) eingetragener Verein (Council for Tropical and Subtropical Agricultural Research registered association).
    2. The registered office of ATSAF is in Bonn.
    3. The financial year shall be the calendar year.
  2. Purpose, functions and non-profit character
    1. The purpose of ATSAF is:
      1. To promote research, in particular multi- and interdisciplinary research, in order to make more effective use of the contribution of the researchers and experts in the international cooperation network in order to contribute to
        • global food security and poverty reduction,
        • a sustainable increase in production and the development of rural areas, and
        • The protection and sustainable use of natural resources and biological diversity.
      2. To promote research for a sustainable, ecologically and socio-economically adapted agricultural, forestry and fisheries development in the countries of the tropics and subtropics as well as in the countries in transition[1] in the fields of agricultural sciences, ecology, veterinary medicine, nutrition, forestry and fisheries (agricultural research), including further scientific disciplines (including basic research) - hereinafter referred to as internationally oriented German agricultural research - in accordance with the respective problem by means of advice, coordination and dissemination;
      3. To promote the contribution of the Federal Republic of Germany and its research institutions to the areas specified in article 2 (1) 2.;
      4. To serve as a central information and coordination point for the institutions active in the fields specified in article 2 (1) 2.
    2. Within the scope of the Association's purpose, ATSAF has the following functions in particular:
      1. To transparently present and communicate the range of services offered by the internationally oriented German agricultural research as its central contact;
      2. To contribute to the development of research collaborations between national institutions at home and abroad and international research institutions;
      3. To strengthen the participation in international activities in the field of tropical and subtropical agricultural research and agricultural research for countries in transition;
      4. To improve the information and communication of scientists, researchers and experts as well as of young scientists in internationally oriented German agricultural research (congresses, e-mail newsletters, homepage, interdisciplinary working groups);
      5. To advise the Federal Government, the Governments of the federal states (Bundesländer), agricultural research institutions and other institutions in the Federal Republic of Germany on the formulation, planning and implementation of their scientific activities for the countries of the tropics and subtropics and countries in transition, and
      6. To seek cooperation with the working groups of the ministries for the international oriented agricultural research and working groups with similar functions.
    3. ATSAF pursues exclusively and directly charitable, scientific purposes in terms of the Fiscal Code. It acts selflessly and does not primarily pursue its own economic objectives. Funds of the Association may only be used for purposes in accordance with the by-laws of association. The members do not receive any contributions from the Association's funds. No natural or legal person may be supported by expenses that are not related to the purpose of ATSAF or by disproportionately high reimbursements. This does not preclude reimbursements of expenses.
  3. Membership
    1. Members of ATSAF can be:
      1. Ordinary members with voting rights: natural persons who, by virtue of their activity, their vocational training or their practical experience are able to support the work of ATSAF;
      2. Supporting members with voting rights: legal persons who are particularly committed to the Association's purposes.
      3. Honorary members without voting rights: natural persons who have rendered outstanding services to the achievement of ATSAF's objectives;
    2. Regulations for supporting members:
      1. The admission of a supporting members takes place by resolution of the steering committee on the basis of an informal written application for membership, to be addressed to the Association;
      2. Each supporting member has the right to vote with one vote;
      3. Membership fees are determined by a separate agreement between the supporting member and the steering committee;
      4. Membership ends by written resignation or by resolution of the steering committee for important reason.
    3. Regulations for honorary members:
      1. Honorary membership shall be reserved for persons who have rendered outstanding services to the achievement of ATSAF’s objectives;
      2. The steering committee proposes the admission of honorary members to the members assembly; the vote on their admission takes place with simple majority of the votes cast.
      3. Honorary members have the right to participate in the members assembly and have access to all information to which full members are entitled;
      4. Honorary membership ends with the death of the honorary member, by written declaration of resignation or by resolution of the members assembly for an important reason.
  4. Financing

    The financial requirements of ATSAF are covered by:

    1. Membership fees;
    2. Contributions from persons and institutions;
    3. Expense allowances.
  5. Bodies of the Association

    The bodies of ATSAF are:

    1. The general members assembly;
    2. The advisory board (optional);
    3. The steering committee;
    4. The Chief Executive officer (CEO, optional).
  6. General members assembly
    1. An ordinary general members assembly shall be held at least once a year.
    2. The general members assembly decides on:
      1. The statement of accounts of the steering committee;
      2. The annual accounts and the audit report of the audit for the past financial year; the annual accounts are to be submitted within six months from the end of the financial year to the members, and will be discussed at the general members assembly;
      3. The discharge of the steering committee and the CEO;
      4. The work programme and the budget;
      5. Election and deselection of the steering committee, the chairman, the two deputies, and the two other members of the steering committee;
      6. Election and deselection of the members of the advisory board;
      7. Election of two auditors;
      8. The determination of the membership fee;
      9. Change of the By-laws of Association;
      10. Termination of the Association.
    3. General members assembly shall be convened in writing by the chairman, stating the agenda. The convocation letter must be sent at least four weeks prior to the meeting date.
    4. An ordinary general members assembly shall be convened if the steering committee or a fifth of the members request it.
    5. The chairman, in case of being prevented one of the deputies, chairs the general members assembly.
    6. Resolutions are passed by the general members assembly: the general members assembly has a quorum if the convocation was made in due time and formally correct.
    7. If decisions by members are urgently necessary, the steering committee may decide to conduct a written ballot or postal vote. This can under no circumstances replace the annual general members assembly.
    8. Resolutions shall be passed by a majority of the votes cast.
    9. Minutes shall be written regarding the resolutions passed at the general members assembly;
    10. In the case of a postal vote, at least one quarter of the members must agree to the procedure as such every time. Consent to postal voting may be given in conjunction with the vote on the agenda items.
  7. Advisory board
    1. The general members assembly may, for the performance of its functions pursuant to article 2, set up an advisory board as a scientific advisory body.
    2. Structure of the advisory board:
      The advisory board shall consist of:
      1. The steering committee and
      2. At least three further elected members of the Association.
    3. The other members of the advisory board are elected by the general members assembly at the suggestion of the steering committee for three years. Re-election is possible. If a member of the advisory board retires during the term of office, the general members assembly shall elect a successor.
    4. The advisory board meets as required and at the convening of the chairman;
    5. The meetings of the advisory board shall be convened by the chairman of the steering committee four weeks prior to the meeting stating the agenda. Resolutions of the advisory board shall be passed by a majority of the votes cast.
    6. Minutes shall be kept of the meeting of the advisory board.
  8. Steering committee
    1. Functions of the steering committee:
      1. To carry out the resolutions of the general members assembly;
      2. Responsible management and representation of all matters concerning ATSAF, insofar as this is not otherwise regulated by the By-laws of Association;
      3. Performing the functions pursuant to article 2 (2);
      4. Performing the functions pursuant to article 3 (2) 1, art. 3 (2) 4, art. 3 (3) 1, art. 3 (3) 2 and art. 3 (3) 4 as well as art. 3 (4) 2;
      5. Preparing and chairing the general members assembly and the meetings of the advisory board; and convening them in due time;
      6. Drawing up the work programme and the budget;
      7. Appointment and dismissal of the Chief Executive Officer (CEO);
      8. Professional and administrative supervision of the Chief Executive Officer (CEO).
    2. Structure of the steering committee:
      1. The steering committee consists of the chairman and two deputies as well as two further committee members; they must be members of the Association;
      2. They are elected by the general members assembly for a term of three years; re-election is possible;
      3. In case of resignation of the chairman, one of the deputies shall act as interim chairman until the next general members assembly in which the chairman has to be newly elected. If the first deputy resigns or is prevented, the second deputy shall assume his function;
      4. If a member of the steering committee (deputy or other member) resigns, the steering committee can appoint a member of the Association as a deputy or a further member of the steering committee until the next general members assembly in which a new member of the steering committee must be elected.
    3. The judicial and extrajudicial representation of the Association within the meaning of section 26 of the German Civil Code (BGB) shall be performed by the chairman and one of the deputies; if the chairman is prevented, which does not have to be justified, the representation shall be performed by both deputies.
    4. The meetings of the steering committee shall be convened by the chairman or, if he is prevented, by one of the deputies. The convening shall be carried out at least one week prior to the meeting.
    5. The steering committee has a quorum if at least three members are present. Resolutions are passed by a majority of the votes cast.
    6. The steering committee may decide by written procedure if all members of the steering committee agreed to this procedure with regard to the adoption of resolutions on a particular matter.
    7. Minutes shall be kept regarding the resolutions passed at each meeting of the steering committee.
    8. At the end of the financial year, the steering committee shall draw up an annual activity report for submission to the general members assembly.
  9. Chief Executive Officer (CEO)
    1. If the steering committee appoints a Chief Executive Officer (CEO), she or he shall be responsible for the management of ATSAF. She or he leads the office of ATSAF and conducts the current affairs according to the instructions of the steering committee.
    2. The CEO, in case of prevention a deputy, participates in the meetings of the Association's bodies with an advisory vote.
  10. Employment relationships
    1. A two-thirds majority of the votes cast is required for amendments to the By-laws of Association. A change of purpose is only permitted with regard to charitable purposes.
  11. Amendments to the By-laws of Association
    1. Für Satzungsänderungen ist eine Mehrheit von zwei Dritteln der abgegebenen Stimmen erforderlich. Eine Zweckänderung ist nur hinsichtlich gemeinnütziger Zwecke zulässig.
  12. Termination
    1. ATSAF may only be terminated by a general members assembly convened for this purpose.
    2. For the resolution of the dissolution the presence of half of the members and a majority of three quarters of the votes cast is required. If the general meeting is not quorate, another general meeting for the same purpose may be convened within four weeks, which can resolve the dissolution with three quarters of the votes cast without regard to the number of members present.
    3. In the event of the dissolution of the Association or the discontinuation of tax-privileged purposes, the general meeting decides upon the transfer of the Association's assets to a corporate body under public law or to another tax-privileged body that must use the assets directly and exclusively for the same or similar purposes as those laid down in ATSAF's Articles of Association.
  13. The members of the steering committee - in their number entitled to representation - are authorised to amend the above By-Laws of Association, if this should be required by the register of associations for registration or by the tax office for obtaining non-profit status.

  14. Entry into force of the By-Laws of Association

    These by-laws come into force with the entry into the register of associations:
    Bonn, 09.02.2006

    Prof. Dr. V. Hoffmann - former Chairman
    Dr. Marlene Diekmann – former Deputy Chairwoman
    Dr. Manfred Kern – former Deputy Chairman

     

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[1] Countries in transition = countries of Central and Eastern Europe and successor states to the former USSR (Soviet Union)