Statutes of the Deutsche Keramische Gesellschaft e. V. (DKG)

§ 1 Name, purpose and registered office

1. The Society bears the name "Deutsche Keramische Gesellschaft e. V." (DKG) and has its registered office in Bonn. The Society is to be entered in the Register of Associations at the Local Court in Bonn.
2. The duration of the Society is unlimited.
3. The Deutsche Keramische Gesellschaft (DKG) pursues - to the exclusion of any profit-making purpose - the promotion of all ceramics in technical, scientific and artistic terms and seeks to achieve this goal in particular:
   a) by organizing conferences and seminars in relevant fields
   b) by communicating technical and scientific advances in special "reports" and by collaborating in other literary ventures
   c) by dealing with technical bases in appropriate committees
   d) by carrying out technical-scientific works and by appropriate cooperation in such works of third parties
   e) by promoting the teaching of ceramics at colleges and technical schools and by organizing appropriate continuing education events.

§ 2 Business year
The business year is the calendar year.
 

§ 3 Membership

1. The circle of members is divided into:
   a) honorary members
   b) full members
2. Membership expires by resignation or exclusion, in the case of legal entities also by their dissolution, in the case of natural persons also by death. Resignation can only be declared at the end of a business year by registered letter to the office, adhering to a three-month period of notice.
3. The exclusion can take place, if the member has lost the good reputation or damages the dignity of the society, or if the member has remained in arrears with the payment of the contribution up to the end of the financial year. The member concerned has the right to appeal against the exclusion to the Board of Directors and the General Meeting. The complaint, stating the reasons, must be submitted to the office, with a deadline of 4 weeks after notification, and must be presented to the chairman without delay.
4. During the existence of the membership, no profit distribution or other contribution from the funds of the company may be made to the members.
5. Those persons who have rendered outstanding services to the Society and its endeavors may be appointed honorary members. The appointment is made by the General Meeting.
6. Full membership is open to all domestic and foreign natural and legal persons.
7. All full members and honorary members are entitled to vote. Legal entities have one vote.
    

§ 4 Organs
Organs of the Society are:

• the Executive Board,
• the General Meeting,
• the Head of Scientific Works,
• the Management.

§ 5 The Executive Board

1. The Executive Board consists of:
   - the Chairperson,
   - the Predecessor in the office of Chairperson,
   - the Vice Chairperson,
   - the Head of Scientific Works,
   - the Chairperson of the Budget Commission
   and up to 15 other board members, who are to represent all areas of ceramics.
2. The Chairperson, the Vice Chairperson, the Head of the Scientific Works, the Chairperson of the Budget Commission and the Predecessor in the office of the Chairperson form the Presidium, which manages and supervises the day-to-day business of the Society. The Presidium is subject to the decisions of the whole Board.
3. The Executive Board within the meaning of Section 26 of the German Civil Code (BGB) shall be the Chairperson and his/her Deputy.
4. The Chairperson is elected by the General Meeting for a period of 2 years. Re-election is possible once. Thereafter, the retiring Chairperson shall be a member of the Executive Board and Presidium for a further term of office without the need for re-election.
5. In order to ensure continuity in the management of the Company, the respective Vice Chairperson shall be designated as the designated successor to the Chairperson.
6. The Vice Chairperson, the Head of the Scientific Works, the Chairperson of the Budget Commission and the other members of the Board are elected by the General Meeting for a period of 2 years. Re-election is possible.
7. The Managing Director (see § 8) shall attend all meetings of the Executive Board and the Presidium. However, he is not entitled to vote.
8. The duties of the Executive Board shall include, in particular:
   a) Development of a basic action program of the Society. The Executive Board may delegate these tasks to bodies, committees and commissions. It shall receive regular reports on their work.
   b) Determination of the research program
   c) Admission and exclusion of members
   d) Management of the Society's assets
   e) Appointment of district group leaders and committee chairpersons as well as the establishment of commissions
   f)  Preparation of the General Meeting
   g) Preparation of an annual report
   h) Preparation of a balance sheet and a profit and loss account duly certified by a tax consulting firm
   i)  Preparation of a budget for the following business year
   j)  Decision in urgent cases on matters otherwise incumbent upon the General Meeting, subject to subsequent approval by the next General Meeting
   k) Establishment of contacts with the various sectors of the ceramics industry and teaching and research
   l)  Establishment of contacts with scientific societies with similar fields of interest and coordinating their work

§ 6 General Meeting

1. An ordinary General Meeting shall be held annually. Extraordinary General Meetings may be convened by the Executive Board as required and must be convened if at least one quarter of all members with voting rights request them.
2. Invitations to a General Meeting shall be issued in writing at least 4 weeks in advance by the management on behalf of the Executive Board or by the Executive Board itself, stating the agenda; a printed matter shall suffice. The General Meeting shall be chaired by the Chairperson or, if he/she is unable to do so, by the Vice Chairperson or another member of the Board.
3. Any General Meeting duly convened shall constitute a quorum.
4. All motions must be received by the office in time to be delivered to all regular members at least 14 days prior to the General Meeting.
5. Unless otherwise stipulated in the Statutes, resolutions shall be adopted by a simple majority of votes; a tie shall be deemed a rejection. As a rule, voting shall be by open ballot. A secret ballot shall be held if at least one third of the votes so demand.
6. Each full member shall have one vote. Legal entities shall also have one vote and shall be represented by their respective legal representatives or their authorized agents. Each full member may be represented by another full member, whereby written authorization is sufficient.
7. The General Meeting shall decide on the election of the Executive Board, on the admission of honorary members (§ 3), on the exclusion of members, on amendments to the Statutes, on property matters, on questions of contributions and on the discharge of the Executive Board and the management as well as on the dissolution of the Society. The General Meeting elects 2 auditors from among the members, who check the proper cash management in the office and report on it before the General Meeting.
8. The resolutions of the General Meeting shall be recorded in the minutes and signed by the Chairperson.

§ 7 The Head of Scientific Works

1. The Head of the Scientific Works is a member of both the Board and the Presidium and is elected by the General Assembly. He has the task of ensuring the realization of the Society's purposes in scientific fields.
2. The Head of the Scientific Works is subordinate to the technical committees, whose chairpersons are appointed by the Board on his proposal.

1. The Society maintains an office to manage its day-to-day business. The Executive Board appoints a full-time managing director.
2. The Managing Director is responsible to the Executive Board and the General Meeting. He conducts the business in accordance with the instructions of the Executive Board and in accordance with the Statutes. He is obliged to take care of the organization of all meetings and assemblies within the Society.
3. The Managing Director is regarded as a special representative for the current business of the association in the sense of the
   § 30 BGB. In agreement with the Executive Board, he hires additional workers, as far as the budget provides for this.

1. The minimum annual fees shall be determined by the General Meeting.
2. Honorary members are free from any obligation to contribute.
3. Fees are due and payable without special notice at the beginning of each business year.
4. Newly admitted members shall pay the full fees for the current business year without regard to the date of their admission.

1. Any profits may only be used for the purposes set out in the Statutes. The members shall not receive any shares in the profits or, in their capacity as members, any other allocations from the funds of the Society. They shall not be entitled to any repayment of capital contributions or return of contributions in kind, even in the event of their withdrawal or the dissolution or annulment of the Society.
2. If compensation is to be paid to members of committees for special expenses, the Executive Board shall decide on this. Such compensation may only be granted for tasks that are in the interest of a purpose of the Society and must be in reasonable proportion to the services rendered. No person may benefit from administrative expenses that are alien to the purposes of the Society or from disproportionately high compensation.

1. Amendments to the Statutes can only be decided at the ordinary General Meetings. This requires a motion either by the chairperson or by at least 25 % of all ordinary members.
2. Any amendment to the Statutes requires a majority of at least two-thirds of all votes represented.

1. The dissolution of the Society may only be resolved if at least two-thirds of all ordinary members are represented at the General Meeting and three-quarters of those present and entitled to vote approve the proposal.
2. If this first meeting does not constitute a quorum, a second General Meeting shall be convened within 14 days, which shall constitute a quorum in any composition and which may decide on dissolution by a majority of at least two thirds of the votes represented.
3. In the event of the dissolution or annulment of the Society or in the event of the discontinuation of the purpose defined in accordance with § 1 of the Statutes, the assets of the Society existing at the time of dissolution or annulment shall pass to existing ceramic institutes of technical colleges and universities and to the state universities of applied sciences in a proportion to be determined by the General Meeting.
4. Resolutions on the use of assets in the event of the dissolution or annulment of the Society, as well as resolutions on amendments to the Statutes that affect the purposes of the Society and its use of assets, must be notified to the competent tax office before they come into effect.