The current valid statutes of the DGM from 01.01.2019:
- The German Materials Society hereinafter referred to as DGM, is a registered association. It exclusively and directly pursues non-profit purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
- The purpose of the DGM is to promote science and research in the field of materials. Building on its previous activities in the field of metallurgy, it devotes itself in particular to the materials science aspects of the manufacture, processing, and application of materials. It aims to promote new findings in science and technology, to disseminate the state of knowledge in this field, and to translate scientific findings into industrial practice.
- The purpose of the statutes is realized in particular through
- cooperation of the members from science and technology in expert committees and working groups
- cooperation with research institutions
- cooperation with government agencies for the promotion of research and development
- organization of lecture and discussion conferences
- conducting courses and seminars for professional development
- initiation and supervision of research and development projects
- cooperation in questions of education
- publishing of journals and books
- cooperation with domestic and foreign societies of related aims.
- The association is selflessly active; it does not primarily pursue its economic purposes. The association's funds may only be used for purposes by the articles of association. Members shall not receive any benefits from the association's funds. No person may be favored by expenditures, which are foreign to the purpose of the association, or by disproportionately high remunerations.
§ 2 Registered Office, Representation, Business Year
- The registered office of the DGM is Frankfurt, Local court (Registry Court) Frankfurt.
- The DGM is represented in and out of court by each president individually or by the two Vice-Presidents jointly. These persons are authorized members of the board in the sense of § 26 BGB. The members of the executive board are authorized to appoint a managing director for the general management and the execution of the general administrative tasks, who is authorized to represent the association in legal transactions within the scope assigned to him/her in the sense of § 30 BGB.
- The business year is the calendar year.
- The society is prepared to join larger supranational associations which aim at the free development and promotion of science.
- The company has individual members and corporate members. Individual members are natural persons. Corporate members are companies, corporations, institutes, etc. Individual or corporate members may be full members or only supporting members. In the following term "member" is used to describe only full members. Full members have the right to vote in the general meeting and are eligible for election to all association offices. Supporting members do not have the right to vote in the general meeting. However, sustaining members have the right to participate in the general meetings and also to express themselves there in an advisory capacity. Supporting members are not eligible for election to the Board of Directors or the Advisory Board.
- The membership of a supporting member starts (if applied for) with the payment of the membership fee. The Executive Board decides which DGM event shall lead to a supporting membership upon application. Full membership shall be applied for in writing, by telex, or electronically. It begins with the payment of the first membership fee. The change from sponsoring membership to ordinary membership is possible at any time upon application.
- Admission must not conflict with any legal provisions; it is the applicant's responsibility to provide proof of this, if necessary. Admission may be refused by the Executive Board without stating reasons.
- Any form of membership expires except by death (in the case of legal entities by dissolution), by resignation, by exclusion, or by legal provision. Concerning supporting membership, the following shall apply additionally: Sustaining membership is always a temporary membership and expires automatically, without any further action being required, by lapse of time 12 months after payment of the last participant fee for which sustaining membership or its renewal was requested at the same time.
- Resignation can only be made after all obligations have been fulfilled, by written declaration with a quarterly notice period to the end of a calendar year.
- The exclusion can be pronounced by the executive committee, if there are valid reasons, with immediate effect due to legal regulations, in case of loss of the civil rights of honor, in case of gross violation of the statutes or the reputation of the society. Prolonged non-payment of the membership fee may also lead to expulsion.
- The membership fee is determined by the General Assembly (§ 5 number 2 letter d). For sustaining members the membership fee is replaced by the paid participation in a DGM event.
- As a special honor, the honorary membership or the honorary presidency can be awarded by the unanimous decision of the board. Honorary members and honorary presidents have all the rights of ordinary members without having to pay dues.
§ 4 Entities of the Association
- The organs of the DGM are:
- The General Assembly
- The Board of Directors
- The Advisory Board
- The Managing Director
- The members of the organs are only liable to the DGM and its members for damages caused in breach of duty in the performance of their duties as organs in cases of intent and gross negligence.
- The General Assembly shall take place once a year. It shall be convened by the managing director on behalf of the board of directors with at least three weeks' notice, stating the place, time, and agenda, by written invitation to the members of the association at the last address known to the association. In calculating the period of notice, the day on which the letter of the convocation is sent and the day on which the meeting is held shall not be included. The date of dispatch shall be decisive for the timeliness of the convocation. All ordinary members, including honorary members, are entitled to participate and vote.
- The General Assembly decides in particular
- on the election and dismissal of the members of the Executive Board and the Advisory Board by §§ 6 f.
- after acceptance of the activity report and the budget report for the completed fiscal year, on the discharge of the Executive Board
- on the budget for the current fiscal year
- about the determination of the membership fee
- about changes in the statutes
- about the periodicals and public events
- about the dissolution of the Society
- other motions proposed by the Board of Directors or by the members.
- The General Assembly has a quorum if at least 5% of the members are present. If the meeting does not have a quorum, it shall begin again 15 minutes after this determination with the same agenda. The General Meeting shall then constitute a quorum regardless of the number of members present. Concerning the preparation and signing of the minutes of the meeting, § 8 number 5 shall apply accordingly. Members may not be legally represented by other persons.
- The General Assembly decides with a simple majority of the valid votes cast. A majority of three-quarters of the valid votes cast is required for amendments to the articles of association. Abstentions are not counted. Resolutions which could affect the tax status of the association due to its non-profit status, in particular resolutions concerning amendments to § 1 and § 9 number 2, may only be passed after prior approval by the tax office locally responsible for the association or after application for entry in the register of associations.
- The General Assembly shall be chaired alternately by both Presidents after mutual agreement between them, or by the oldest Vice-President present if both Presidents are prevented from attending, or by a person to be determined by the General Assembly. The chairman of the meeting appoints a secretary. The meetings of the General Assembly shall be recorded in minutes and signed by the secretary and the person chairing the meeting. The wording of resolutions shall be recorded.
- Subject to sentence 2, the Executive Board may also propose that resolutions be passed in writing, by telex, or electronically. Resolutions may not be passed by circular letter concerning amendments to the articles of association that affect the purpose or concerning the dissolution of the association. Clause 1, sentence 1 remains unaffected, i.e. a meeting of the members must take place at least once a year. In this case, the result of a resolution passed by circulation must be recorded in minutes without delay.
- Extraordinary meetings of the members may be convened by the Executive Board on special occasions. Such a meeting must be convened if a request signed by one-tenth of the members is submitted to the Board.
- The Executive Board of the society is composed as follows:
- two presidents
- two vice presidents
- up to eight assessors
- the managing director
- The members of the Executive Board mentioned in paragraph 1, sentence 1, letters a to c are elected by the General Assembly with the majority of the valid votes cast; abstentions are not counted. Their activity begins with the calendar year following the election. If possible, one president should come from the scientific community and one from the business community. Vice-Presidents should, if possible, run for the office of President after the end of their term of office.
- The term of office of the board members elected by the general meeting is two years. An assessor may be re-elected once in this function and may be elected once as vice-president and once as president, irrespective of his/her term of office as an assessor. Re-election as president or vice-president is only possible after a waiting period of at least two years.
- The members of the Executive Board elected by the General Assembly shall appoint the Executive Director (item 1, sentence 1, letter d) by a majority of the valid votes cast; abstentions shall not be counted. The Executive Director shall be a member of the Executive Board until his/her dismissal by the members of the Executive Board elected by the General Meeting; sentence 1 shall apply mutatis mutandis.
- If a member of the Executive Board elected by the General Meeting resigns during his/her term of office, the remaining members of the Executive Board shall elect a replacement for the period until the next General Meeting; the next General Meeting shall confirm the replacement or elect another person to the Executive Board, in each case only for the remaining term of office of the member of the Executive Board who resigned prematurely.
- Subject to § 8 number 7 sentence 1, the activities of the Executive Board members on behalf of the Company are honorary, i.e. they do not receive any remuneration, including attendance fees, for their Executive Board activities and the time spent on them. The members of the Executive Board shall be reimbursed for expenses demonstrably incurred for their Executive Board activities for the Company, provided that the payments are reasonable in terms of reason and amount. A lump-sum reimbursement of expenses by statutory regulations is permissible. The rules governing the reimbursement of expenses shall be determined by the Executive Board.
- The Executive Board shall determine the guidelines for the management of the company and shall decide on all matters concerning the company unless the decision is bound by the articles of association to resolutions of the General Meeting. It is authorized to make minor changes within the framework of the articles of association by its own decision. It has a quorum if at least half of the members of the Presidium (item 1, sentence 2) and at least half of the assessors (item 1, sentence 1, letter c) are present. It passes its resolutions with a simple majority of the valid votes cast; abstentions are not counted. The wording of resolutions shall be recorded in the minutes.
- The Presidium prepares the guidelines for the management of the company and monitors compliance with them. It is subject to the resolutions of the entire Executive Board. Each member of the Presiding Committee shall be entitled to appeal to the Executive Board regarding measures and decisions concerning the management of the company and to request a resolution of the Executive Board. The Presidium shall report to the Board of Management on compliance with the guidelines for the management of the company. The Managing Director shall attend the meetings of the Presiding Committee as a guest in an advisory capacity without voting rights. Minutes shall be kept of the meetings of the Presiding Committee.
- The Executive Board shall prepare the agendas for the meetings of the General Assembly, determine their location, and issue invitations to the same through the Managing Director.
- The meetings of the Presidium and the Executive Board shall be chaired alternately by both Presidents after mutual agreement between them, or by the oldest Vice-President if both Presidents are prevented from attending. Both presidents shall call together the members of the board of directors through the managing director and inform them of the agenda as required, but at least twice a year.
- The Executive Board may also pass resolutions in writing, by telex, or by electronic circulation. Section 7 sentences 3 to 5 shall apply accordingly.
- The Executive Board and the Presidium may each adopt rules of procedure.
- The two Presidents and the two Vice-Presidents shall form the Presidium.
The Advisory Board consists of up to 20 members. These are elected individually by the general meeting on the proposal of the board. Persons who are not members of the DGM are also eligible for election. Current members of the board cannot be members of the advisory board at the same time.
The term of office of the members of the Advisory Board is four years, starting on January 1st of the year following the election. Re-election, also several times, is possible.
Where possible, at least three members of the Advisory Board should have activities in
etc. Furthermore, if possible, three members of the advisory board should be students, doctoral candidates, or young professionals. When appointing the members of the advisory board, a balanced relationship between science and industry should be aimed for.
- politics, research promotion, associations, etc.
The advisory board elects a spokesperson and a deputy spokesperson from among its members, who attend the DGM board meetings as guests.
If a member of the Advisory Board resigns prematurely, the Advisory Board shall elect a substitute member for the remaining term of office of the resigning member.
The DGM Chairpersons/Presidents of the last three terms of office who have completed their term of office on the board in rotation, as well as the members of the Presidium (§ 6 number 1 sentence 2), are permanent guests of the Advisory Board.
The Advisory Board has the task of advising the Executive Board on important decisions concerning the strategic development of the DGM.
The activity of the advisory board members is honorary. § 6 number 6 applies accordingly.
A meeting of the Advisory Board shall take place at least once a year. The Advisory Board shall be convened by the Speaker or the Deputy.
Speaker of the Advisory Board in writing with a notice period of at least three weeks. The Advisory Board must be convened if at least two members of the Advisory Board request this in writing. If the request is not complied with within two weeks, the members of the Advisory Board who have requested the convening of the Advisory Board from the speaker shall be entitled to convene the Advisory Board themselves. All members of the Board of Directors have the right to attend and speak at the meetings of the Advisory Board but do not have the right to vote. The members of the Executive Board shall be informed of the meetings of the Advisory Board. The meetings of the Advisory Board shall be chaired by the spokesperson or, if the spokesperson is unable to attend, by the deputy spokesperson of the Advisory Board; if the deputy spokesperson is also unable to attend, the meeting shall be chaired by the member of the Advisory Board who has been a member of the Advisory Board the longest and is the oldest. In case of doubt, the members of the Advisory Board who are present shall determine the person chairing the meeting. The members of the Advisory Board may not be represented.
The Advisory Board makes its recommendations by passing resolutions. Resolutions shall be adopted by a majority of the valid votes cast; abstentions shall not be counted. The resolutions of the Advisory Board shall be recorded in minutes and signed by the respective chairperson.
The Advisory Board may adopt rules of procedure and establish working committees. The rules of procedure are not part of the statutes and can be changed at any time by a majority of the members of the advisory board.
§ 8 The Managing Director
- The Managing Director shall conduct the day-to-day business, including the monetary affairs of the society, which he/she shall manage within the framework of the articles of association, the budget, or other instructions. He/she is responsible to the Board of Directors for the proper conduct of business and reports regularly to the Board.
- The Managing Director manages the office, which has to carry out the businesslike work of the association under his/her supervision and responsibility.
- The Presidium can inform itself continuously about the activities of the Managing Director and the activities of the office.
- The Managing Director must send out invitations to meetings in good time on the instructions of the board; board meetings with at least two weeks' notice, general meetings with at least three weeks' notice, stating the place, time and agenda. The invitation shall be sent in writing.
- The Managing Director shall prepare minutes of each meeting of the board and of the general meeting, which must be signed by one or both of the chairpersons of the meeting. Concerning the taking of minutes, the Managing Director may be represented by another member of the Executive Board in case of absence. The Managing Director shall also be responsible for reporting on the lecture and discussion meetings.
- The Executive Board may appoint a deputy for the Managing Director.
§ 9 Dissolution of the Company
- The company may be dissolved by a resolution of a General Meeting expressly convened for this purpose by a two-thirds majority of the valid votes cast; abstentions shall not be counted. If not one-tenth of all members entitled to vote are represented at this meeting, the resolution on dissolution shall be postponed. It may then only take place at a general meeting duly convened for this purpose. This meeting may decide on dissolution by a two-thirds majority of the valid votes cast, irrespective of the number of voting members present; abstentions shall not be counted.
- In the event of the dissolution of the association or the discontinuation of tax-privileged purposes, the assets of the association shall be transferred to the Stifterverband für die Deutsche Wissenschaft, Essen, which shall use them directly and exclusively for the promotion of science and research in the field of materials science or, if this is not possible for actual reasons, for the promotion of science and research in other technical fields.
- The liquidation of the association shall be carried out by the two Presidents jointly unless the General Meeting appoints another person or persons as liquidators.