Statutes of the „Institut für virtuelles und reales Lernen in der Erwachsenenbildung Ulm (ILEU)“ association
§ 1 Name, registered office
(1) The association bears the name „Institut für virtuelles und reales Lernen in der Erwachsenenbildung Ulm (ILEU)“. It has its registered office in Ulm.
(2) After entry in the register of associations, it shall bear the name affix „eingetragener Verein“, e.V.
§ 2 Tasks
Tasks of the association are:
(1) The promotion and support of intergenerational, integrative and intercultural education and research work and popular and vocational training.
(2) The development, testing and promotion of analogue and digital working tools in education and research work and popular and vocational training.
(3) The support of individuals through qualification and counselling in lifelong learning for new tasks and fields of activity in society, (social) economy and science.
(4) The coordination and networking of regional, national and international co-operation and projects in the fields of education and research, as well as charitable aid projects.
(5) To accompany, support and establish charitable aid projects, in particular by supporting and helping victims of war and refugees.
(6) In local terms, the Association’s activities also extend to the Danube countries abroad.
(7) The association seeks and uses cooperation with institutions, organisations and persons that are active in the area of the following association purposes and insofar as this is permissible under charitable law.
(8) The Association may also fulfil the statutory purpose through similar activities to paragraphs one to seven (annex activities), insofar as this is permitted under charitable law.
§ 3 Purpose
(1) With the above-mentioned tasks, the Association pursues exclusively and directly charitable and non-profit purposes, in particular the promotion of science, research, education and vocational training, the promotion of aid for war victims and refugees as well as the promotion of charitable purposes within the meaning of the section „tax-privileged purposes“ of the German Tax Code.
(2) The association is a non-profit organisation; it does not primarily pursue its own economic purposes. The Association’s funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the Association’s funds. No person may be favoured by non-appropriated expenses or disproportionately high remuneration.
§ Section 4 Membership
(1) Membership of the Association is open to a) Institutional members in the sense of legal entities b) Personal members in the sense of natural persons
(2) The prerequisite for acquiring membership is a written application addressed to the Executive Board. The Executive Board shall decide on admission at its own discretion. It is not obliged to disclose any reasons for refusal. The Executive Board may issue guidelines for the acquisition of membership. With the application, the applicant recognises the statutes in the event of admission.
(3) Members are obliged to support the purpose of the Association to the best of their ability. They are entitled to use the Association’s facilities and offers within the scope of the available capacities. Institutional members may be granted preferential rights of use to a limited extent by the Executive Board in favour of their members or employees. A fee may be charged for the use of the facilities and offers.
(4) Membership ends a) with the death of the member or the dissolution of the legal entity b) by written notice of resignation addressed to the Executive Board. The notice period for personal members is three months to the end of the month. The notice period for institutional members is six months to the end of the calendar year.
c) by exclusion or temporary exclusion from the association. Reasons for expulsion or temporary exclusion may be gross violation of the purposes of the association or damage to the reputation or interests of the association. The Executive Board decides on expulsion or temporary exclusion by a 2/3 majority. The member concerned must be heard prior to expulsion or temporary exclusion. The Executive Board may set a reasonable deadline for this, and if this deadline is not met, a decision may be made without a hearing. The decision of the Executive Board must be substantiated in writing and shall take effect one week after receipt of the expulsion notice by the expelled member, unless the member lodges an objection within this period. The General Meeting shall decide on the objection.
§ Section 5 Membership fees
(1) The membership fee is to be paid annually in advance and will not be refunded if the member leaves the association. New members pay an admission fee with the first membership fee. The amount of the membership fee and admission fee shall be determined by the General Meeting. Individual and higher contributions and admission fees may be set for institutional members than for personal members.
(2) Members who have not paid their membership fee by the middle of the association year will be sent a reminder. After unsuccessful reminders, they may be removed from the membership list by resolution of the Executive Board. Members who are in need through no fault of their own may be granted a deferral of their membership fees or have them partially or completely waived for the duration of the emergency.
§ 6 Bodies of the Association
The bodies of the Association are the Executive Board and the General Meeting.
§ Section 7 Executive Board
(1)The Executive Board consists of the Chairperson and a Deputy Chairperson. The Managing Director is represented on the Executive Board in an advisory capacity.
(2) The Executive Board is elected by the General Assembly for a term of two years. The personal members of the Association and representatives of the respective institutional members may be elected. Re-election is permitted. At the request of a member, the election shall be by secret ballot. The Executive Board remains in office until a new Executive Board is appointed. In the event of termination of personal or institutional membership of the Association, the office of a member of the Executive Board shall also end. If a member of the Executive Board resigns before the end of their regular term of office, the General Meeting shall appoint a replacement. The term of office of the Board member thus appointed shall end on the date on which the predecessor’s term of office would have ended.
(3) The Executive Board is responsible for all matters of the Association, unless they are assigned to the General Meeting by the Articles of Association. The Executive Board is responsible for implementing and complying with the resolutions of the General Meeting.
(4) The resolutions of the Executive Board are passed by a simple majority of votes. The Executive Board is only quorate if more than half of its members are present or otherwise participate in voting. In the event of a tie, the Chairperson shall have the casting vote. Resolutions of the Executive Board must be recorded in minutes.
(5) The chairperson or the deputy chairperson shall represent the association in and out of court in all association matters; each is authorised to represent the association individually. This also applies to the authorisation to sign. The managing director may be authorised to sign on behalf of the association. Internally, the right of representation of the chairperson takes precedence. The power of representation of the Executive Board is limited with effect against third parties (§ 26 para. 2 sentence 2 BGB) in such a way that the approval of the General Meeting is required for the acquisition or sale, encumbrance and all other disposals of land and land rights as well as for taking out loans of more than EUR 10,000 (in words: ten thousand) as a single amount or as a total within a financial year.
(6) The members of the association are only liable with the assets of the association. The Executive Board is obliged to refer to the limitation of liability of the members in all legal transactions carried out in the name of the Association. (7) The offices of the Association and its bodies are generally held on an honorary basis. Members of the Executive Board shall be reimbursed for reasonable expenses incurred in the course of their work for the Association. Members of the Executive Board may also receive appropriate remuneration. Compensation for time spent requires the prior approval of the General Assembly in terms of reason and amount.
§ Section 8 General Meeting
(1) The General Meeting shall meet at least once a year. It shall be convened by the Executive Board in writing, giving three weeks‘ notice and stating the agenda. The General Meeting may only pass resolutions on the agenda items specified in the invitation or supplemented in accordance with § 8 (2).
(2) Any member may submit a written request to the Executive Board to add items to the agenda at least one week before a General Meeting. This must be communicated to the members without delay. These additions require the approval of the General Meeting.
(3) A General Meeting shall be convened by the Executive Board if the interests of the Association so require or if at least 1/5 of the members of the Association so request in writing, stating the reason.
(4) The General Meeting shall be chaired by the Chairperson of the Executive Board.
(5) Each member has one vote at the General Meeting. Members may be represented at the meeting by another member. Members may represent no more than one other member. Proof of written authorisation must be provided for representation. The General Meeting shall constitute a quorum if the invitation was issued in due time and at least 1/4 of the members are present or represented.
(6) The General Meeting passes resolutions by a simple majority of the members present. In the event of a tie, the Chairperson of the Executive Board shall have the casting vote. Abstentions are deemed to be no votes. Amendments to the Articles of Association and the dissolution of the Association must be approved by a 2/3 majority of the members.
(7) The General Meeting decides on – Election of the Executive Board – Acceptance of the Executive Board’s annual report – Discharge of the Executive Board – Approval of the budget for the coming financial year – Fundamental decisions of the Association – Determination of the amount and due date of the membership fee – Resolution on amendments to the Articles of Association and dissolution of the Association – User and fee regulations and other regulations to implement the purpose of the Association – Deselection of members of the Executive Board – Dissolution of the Association
(8) Minutes must be taken of the main course of the proceedings and the resolutions of the General Meeting, which must be signed by the Chairperson of the Executive Board and the keeper of the minutes.
(9) Members of the Association may also participate in General Meetings taking place in person at the same time and exercise their membership rights by means of electronic communication without being present at the meeting venue (virtual meeting participation). This does not apply if virtual participation in the meeting is not provided for when the general meeting is convened.
(10) The Executive Board must be notified of virtual participation in the General Meeting immediately after the General Meeting has been convened in accordance with Section 8 to the email address or postal address provided when the meeting was convened, stating the member’s first name, surname and telephone number (obligation to notify). In the event of timely notification, the access data required for virtual participation will be sent to the last e-mail address or postal address provided to the association. If there is any doubt as to the identity of the member, reference must be made to participation in person.
(11) Virtual participation in the meeting takes place in a meeting room that is only accessible to members with their access data. Virtual participation requires mutual, continuous video and audio signal transmission, or at least the latter in the absence of video transmission (virtual participation requirements). If members participating virtually are not personally known to the Executive Board, their identity must be established upon dialling in by showing a valid photo ID via the video function of the technical end device or a corresponding prior identity check.
(12) Virtually participating members are obliged not to make their access data accessible to third parties and to keep it under lock and key. Virtually participating members must ensure that unauthorised third parties cannot gain knowledge of the content of the meeting.
(13) When convening the General Meeting, explicit reference must be made to the possibility of virtual participation in the meeting and the obligations of members participating virtually in accordance with Section 9 (9) to (12) of these Articles of Association. An e-mail address and postal address for the exercise of rights and obligations under the Articles of Association, in particular motions on the agenda, must be provided.
(14) Under the same conditions as in paragraphs 9 to 13 of this § 8, the General Meeting may be held exclusively using technical means of communication (virtual General Meeting), notwithstanding the provisions on the written procedure and subject to statutory provisions, at the dutiful discretion of the Executive Board.
§ Section 9 Finances and budget
(1) The financial year is the calendar year. The first financial year ends on 31 December 2003.
(2) The Association is financed by admission fees, membership fees, donations, state and municipal grants, project funds and cost contributions for the use of the Association’s facilities and services.
(3) The audit is the responsibility of a commission appointed by the General Meeting, which submits its report to the General Meeting.
§ Section 10 Transitional and final provisions
(1) The Articles of Association shall enter into force upon the foundation of the Association. (2) In the event of the dissolution or cancellation of the corporation or the discontinuation of tax-privileged purposes, the assets of the corporation shall be transferred to a legal entity under public law or another tax-privileged corporation for the purpose of promoting science and research and education and vocational training. If the dissolution of the association is only aimed at a different legal form or a merger with a similar association, so that the direct and exclusive pursuit of the association’s purpose by the new legal entity continues to be guaranteed, the association’s assets shall be transferred to the new legal entity, which must be a tax-privileged corporation.
Statutes of association dated 18/06/2002, last amended by resolution of the general meeting on 30/07/2024. Entry in the register of associations at Ulm Local Court on 25/09/2024