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Articles of Association
of the German-Singaporean Lawyers' Association (registered
society) resolved
at the inaugural meeting on 17 July, 2000.
§ 1 Name, Residence, Financial year
1. The Association bears the name: "Deutsch-Singapurische
Juristen-Vereinigung" and shall be registered into the
official register of societies and associations. After registration
it will bear the suffix "eingetragener Verein" ("e.V.")
(registered society) in addition to its name.
2. The Association is resident in Berlin.
3. The financial year is the calendar year. The first financial
year, commencing at the founding of the Association, ends
on 31 December, 2000.
§ 2 Purpose of the Association
1. The Association has the purpose to promote and spread
the knowledge and the understanding of Singaporean law in
the Federal Republic of Germany and German and European law
in Singapore, as well as to seek co-operation with Singaporean
lawyers in the spirit of mutual understanding. It shall offer
a forum for contacts between Singaporean and German lawyers
as well as supporting educational purposes. Through this forum
knowledge about Singaporean law and the German-Singaporean
legal relationship shall be passed on and the understanding
of both nations for each other and mutual tolerance shall
be promoted.
2. This purpose is especially realised by the publication
of articles by the academic world and the legal profession
and by carrying out of educational events regarding questions
of Singaporean law and the German-Singaporean legal relationship
as well as subjects of Comparative law and subjects regarding
European law, further by the organisation of common conferences
for German and Singaporean lawyers and the arrangement for
practical training positions, study visits and working assignments
in the other country.
3. The Association can join international organisations,
observe their activities and send representatives in order
to promote the purpose of the Association.
4. The Association pursues only and directly non-profit-purposes
in accordance with the section on tax-privileged objectives
in the German General Tax Code (Abgabenordnung). It acts selflessly
and does not primarily pursue self-interested purposes. The
Association's means may only be used for purposes as stated
in the Articles of Association. Members do not receive any
sums of money from the Association's funds. No persons may
benefit through expenses which are not consistent with the
association’s purposes or by a disproportionately high
remuneration.
§ 3 Acquisition of Membership
1. Member of the Association can be:
a) any natural person
b) any legal entity and any legally responsible institution,
any dependent foundation and organisation without legal personality
and any comparable organisation
which helps to carry out the Association's purposes.
2. Any member according to section 1 letter b) names a
natural person (a permanent representative) who shall represent
it within the Association and who is entitled to give and
receive manifestations of intent for the principal; the Association
has to be informed about any change of representative.
3. The Committee decides on the admission of members on
the basis of a written application. 2The applicant can lodge
a complaint against the rejection of his application which
will be decided at the next General Meeting.
§ 4 Termination of Membership
1. The membership ends with the death or the extinction
of legal capacity, cancellation, resignation or suspension
of the member.
2. Written notice of one month at the end of a calendar
year has to be given to the Committee.
3. A member can be suspended from the Association when its
conduct greatly violates the Articles or the interests of
the Association. The suspension is effected by an unanimous
decision of the Committee or by the General Meeting with a
majority of two-thirds (2/3). The applicant has to be given
the chance to comment before a decision is made. The decision
to suspend is to be given to the applicant in writing and
with proof of service. On suspension by the Committee the
member concerned can lodge a complaint against the decision
within one month upon which will be decided at the next General
Meeting.
4. The Association can award honorary membership with the
consent of the General Meeting. The honorary membership shall
honour great services rendered to the Singaporean-German
legal relationship or to the Association. Honorary members
have all rights of a member and are exempted from the obligation
to pay membership fees.
5. Cancellation of membership is permitted by a decision
of the Committee if the member is in arrears with the payment
of a fee due, and was not allowed more time for payment,
by more than one year despite having been reminded twice
in writing by the Committee and after that does not pay the
outstanding fee within a period of notice of three months
after despatch of this request for payment in spite of having
been sent a final (third) written request for payment including
the threat of suspension by the Committee.
§ 5 Membership Fees
1. The members are obliged to pay annual fees. The obligation
to pay annual fees commences on 1st January of the year in
which the member is admitted into the Association. The obligation
to pay fees ends on 31st December of the year in which the
membership is terminated. The fee is due at the beginning
of a financial year. 5In exceptional cases the Committee can
allow more time for payment or waive the outstanding fees.
2. The General Meeting decides on the level of the fees
at the suggestion of the Committee.
§ 6 Organs of the Association
The organs of the Association are
a) the General Meeting
b) the Committee
c) possibly the Curatorship.
§ 7 The General Meeting
1. The General Meeting is the highest decision-making organ
of the Association. The Committee is bound by the decisions
of the General Meeting.
The General Meeting especially decides upon:
a) the election and relief of the Committee;
b) the amendment and supplementing of the Articles of Association;
c) the laying-down of the fees;
d) the election of the Curatorship;
e) the election of committees;
f) the election of the auditors;
g) the dispersal of the Association.
2. The General Meeting is to be held as an Annual General
Meeting (Full General Meeting) at least once a year, if possible
at the end of the first quarter of the financial year.
3. The agenda of the Annual General Meeting (Full General
Meeting) must contain the following points:
a) annual report of the Committee
b) treasurer's report of accounts
c) the auditors' report
d) relief of the Committee and possibly of other committees
e) new election of the Committee and possibly of other
committees
f) election of auditors
g) laying-down of fees
h) applications
i) miscellaneous
4. An Extraordinary General Meeting can be held by the Committee
if it does so in writing and states the reason with at least
20 % of the members wishing so or if the Committee thinks
it necessary. An additional General Meeting is to be held
in the case of resignation of the Committee and in the case
of dissolution of the Association.
5. The invitation to the General Meeting is made by the
Committee in writing and four (4) weeks prior to the date
of the meeting enclosing the agenda and all presented requests.
With dispatch of the invitation, the call is deemed to be
made. Applications for additions to the agenda are to be made
in writing to the Committee at least two weeks prior to the
meeting.
6. Each General Meeting held according to the Articles of
Association has a quorum regardless of the number of members
present. Deviant to sentence 1, at least half the number of
all members entitled to vote have to be present (quorum) when
decisions are made regarding the change of the Articles of
Association or the dissolution of the Association. Is the
quorum not reached, a new General Meeting (a so-called second
General Meeting) has to be called properly with a corresponding
agenda regarding the change of the Articles or the dissolution
of the Association, respectively. The new (second) General
Meeting has a quorum, regardless of the number of the present
members entitled to vote; this has to be pointed out in the
invitation. 5§ 11 section 1 remains unaffected.
7. Each member has a vote in the General Meeting. Members
according to § 3 section 1 letter b) vote through their
permanent representatives. Another member can be authorised
in writing to vote, but only persons present at the General
Meeting can be authorised and an authorised person cannot
hold more than four authorisations. Authorisation has to be
given for each General Meeting separately. The authorisations
are to be attached to the protocol of the General Meeting.
8. For decisions and at elections the majority of the valid
votes wins. Deviant to sentence 1, decisions regarding the
change of the Articles and the dissolution of the Association
need a majority of three quarters (3/4) of all votes. 3§
11 section 1 remains unaffected.
9. The voting is normally done by a show of hands if a
ballot is not requested by at least one-quarter (1/4) of
the members present or a different kind of vote is laid down
by the chairman of the meeting.
10. Minutes of each General Meeting are to be taken which
shall contain the main contents of the discussed subjects,
requests and the decisions. The protocol is to be signed by
the respective clerk as well as the chairman of the meeting
and a copy shall be sent to the members.
11. The General Meeting is led by the chairman of the Committee,
if he is unable to attend, the meeting is led by a member
of the Committee chosen by him. The chairman lof the meeting
names a clerk for taking minutes at the beginning of the General
Meeting. The General Meeting is not public. The chairman of
the meeting can admit guests.
§ 8 The Committee
1. The Committee according to § 26 BGB (German Civil
Code) are:
a) the chairman
b) the deputy chairman
c) the treasurer.
Two of these together are authorised to judicially and extrajudicially
represent the Association.
2. The General Meeting can elect two further members of
the Committee as assessors into an enlarged Committee.
3. The Committee is elected by the General Meeting for a
period of two (2) years. The Committee remains in its position
until a new Committee is elected according to the Articles
of Association.
4. All members of the Committee are elected separately.
Only members of the Association who are natural persons are
eligible.
5. Should a member of the Committee retire during a term
of office, the Committee will then elect a replacement out
of the members of the Association for the remaining term
of office of the retired member.
6. The Committee runs the business of the Association according
to the Articles of Association and to the decisions of the
General Meeting. It sets a budget for the Association and
decides on the funds in the scope of the current administration.
The Committee decides on the allocation of business. The Committee
can give itself rules of procedures. The Committee can appoint
special representatives for certain transactions. For legal
transactions, which cause a commitment exceeding EUR 500,-,
the special representatives require the prior consent of the
Committee
7. The Committee makes its decisions with a simple majority
of the Members of the Committee present provided the rules
of procedure do not intend something different. Decision of
the Committee can be made by telephone or in writing, provided
that no Committee member objects to this procedure in an individual
case. Decisions made by the Committee by telephone are to
be recorded by the chairman and to be signed by the remaining
members of the Committee.
8. If, due to a condition of the register court or an authority,
any change of Articles of Association is required, the Committee
is authorised to effect this change of the Articles of Association.
§ 9 Curatorship
1. The Association can appoint a Curatorship. The Committee
proposes the appointment of such and the General Meeting
makes the decision.
2. The Curatorship contains no more than five (5) persons.
The Committee proposes the members who are appointed by the
General Meeting for a term of office of five (5) years. Should
a member retire during a term of office, the Committee will
then propose a replacement and the General Meeting can pass
the decision.
3. The Curatorship meets at invitation of the Committee
or at the request of at least one-third of all its members.
4. The Curatorship has the task to provide professional
advice to the Association and its subdivisions and to promote
the purpose of the Association. The members of the Curatorship
should be personalities from different fields of the administration
of justice as well as from science, research and teaching
or politics.
§ 10 Audits
The General Meeting elects two auditors annually for controlling
the book-keeping and the accounts. 2They may not be members
of the Committee and are to report their activities to the
Full General Meeting.
§ 11 Dissolution, Liquidation
1. The dissolution can only be effected by the General
Meeting especially summoned for this purpose, reaching a
majority of three-quarters (3/4) in compliance with §
7 section 6 sentence 2 and § 7 section 8 sentence 2
of the Articles of Association.
2. Liquidation is effected by the last acting Committee
unless the General Meeting agrees on something else.
3. The existing assets of the Association must not be distributed
to the members at the dissolution or liquidation of the Association
or in case the purpose, according to the Articles of the Association,
ceases to exist. After the prior consent of the competent
inland revenue authority, these are to be transferred to another
non-profit-making organisation with comparable purposes and
which uses the transferred assets of the Association only
and directly for non-profit-purposes, especially in the sense
of the purposes in accordance with the Articles of the Association
(§ 2).
§ 12 Court of Jurisdiction
Court of Jurisdiction for all disputes regarding these
Articles of Association is the domicile of the Association.
§ 13 Validity
Should any of these regulations regarding these Articles
of Association be invalid then the other regulations remain
unaffected. The invalid regulations are to be replaced by
the General Meeting with such regulations that come close
to the intended purpose of the original regulation in a permissible
way and under observance of the non-profit-purposes. The same
applies in case of an incompletion requiring to be filled
in.
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