Constitution

Note: This is an informal translation of the current version of the Articles of Association. Only the German version is legally binding.

§ 1 Name, registered office and legal form
The association bears the name ‘Gesellschaft für Ichthyologie’ (German Ichthyological Society, abbreviated to GfI.
It was entered in the Düsseldorf Register of Associations under VR 8435 and bears the suffix ‘e.V.’.
The postal address of the GfI is the postal address of the president.

§ 2 Purpose of the association
The association pursues exclusively and directly charitable purposes within the meaning of the section ‘Tax-privileged purposes’ of the German Tax Code.
The purpose of the association is to promote ichthyological science and research, biodiversity, species protection, biotope protection and environmental protection. Researchers and those interested in ichthyology should be offered a forum for information, communication and publication.
The purpose of the statutes is realised in particular through
1. the promotion of research into the biology of fish under natural and artificial living conditions,
2. the support of ichthyological teaching at all levels of education,
3. cooperation at national and international level with institutions, groups and interested individuals,
4. promoting the consideration of ecological criteria in the use of fish and fish stocks,
5. supporting the publication of scientific articles,
6. promoting young scientists in the field of ichthyology and communication between people involved with fish,
7. organising specialist conferences,
8. publishing a regular publication, and
9. promoting measures to preserve biodiversity and protect the natural habitats of fish, in particular supporting projects for species and biotope protection.

§ 3 Selfless activity
The association is selflessly active; it does not primarily pursue its own economic purposes.

§ 4 Use of funds
The association’s funds may only be used for the purposes set out in the statutes. Members do not receive any payments from the association’s funds.

§ 5 Prohibition of preferential treatment
No person may be favoured by expenses that are not related to the purpose of the association or by disproportionately high remuneration.

§ 6 Acquisition of membership
Natural persons or legal entities may become members of the association.
The application for membership must be made in writing.
The executive committee shall decide on the application for membership.
The applicant may appeal against rejection, which does not require justification, to the general meeting, which shall then make a final decision.

§ 7 Termination of membership
Membership shall end through resignation, expulsion, death or dissolution of the legal entity.
Resignation shall be effected by written declaration to a member of the executive committee authorised to represent the association. The written declaration of resignation must be submitted to the executive committee with one month’s notice to the end of the financial year.
Expulsion may only take place for good cause. Good cause shall include, in particular, conduct detrimental to the objectives of the association, breach of statutory duties or arrears in membership fees of at least one year.
The executive committee decides on expulsion. The member may appeal against the expulsion to the general meeting, which must be submitted in writing to the executive committee within one month. The general meeting makes the final decision within the framework of the association.
The member reserves the right to have the measure reviewed by the ordinary courts. An appeal to an ordinary court has suspensive effect until the court decision becomes final.

§ 8 Contributions
Contributions are levied on members. The amount of the contributions and their due date are determined by the general meeting.

§ 9 Organs of the association
The organs of the association are
– the general meeting
– the executive committee.

§ 10 General meeting
The general meeting is the supreme organ of the association. Its tasks include, in particular, the election and dismissal of the executive committee, the discharge of the executive committee, the acceptance of the executive committee’s reports, the election of cash auditors, the determination of membership fees and their due dates, the passing of resolutions on amendments to the statutes, the passing of resolutions on the dissolution of the association, decisions on the admission and exclusion of members in cases of appeal, and other tasks as specified in the statutes or by law.
An ordinary general meeting is held once a year during the financial year. If, for overriding reasons, it is not possible to hold a face-to-face meeting, e.g. due to official requirements in the event of a pandemic, the general meeting may also be held online.
The executive committee is obliged to convene an extraordinary general meeting if at least one third of the members request this in writing, stating their reasons.
The general meeting shall be convened by the executive committee in writing or by email, stating the agenda, with one month’s notice. The notice period shall commence on the day following the dispatch of the invitation letter. The invitation letter shall be deemed to have been received by the members if it was sent to the last address notified to the association.
The agenda shall be amended if a member requests this in writing at least one week before the scheduled date. The amendment shall be announced at the beginning of the meeting.
Motions to amend the Articles of Association and to dissolve the Association which have not already been sent to the members with the invitation to the General Meeting can only be decided upon at the next General Meeting.
The general meeting shall constitute a quorum regardless of the number of members present.
The general meeting shall be chaired by a member of the executive committee. A secretary shall be elected at the beginning of the general meeting.
Each member shall have one vote. Voting rights may only be exercised in person. Votes shall be decided by a simple majority of the votes cast.
Amendments to the Articles of Association and the dissolution of the Association can only be decided by a majority of 2/3 of the members present.
Abstentions and invalid votes shall not be taken into account.
Minutes shall be taken of the resolutions of the General Meeting and shall be signed by the chairperson and the secretary.

§ 11 Online general meeting
Notwithstanding § 32 (1) sentence 1 of the German Civil Code (BGB), the Executive Committee may, at its discretion, decide and announce in the invitation that members may or must participate in the general meeting without being present at a meeting venue and exercise their membership rights by means of electronic communication (online general meeting) .
The Executive Committee may adopt appropriate technical and organisational measures for the conduct of such a general meeting in a ‘Rules of Procedure for Online General Meetings’, which shall in particular ensure that only members of the association participate in the general meeting and exercise their rights (e.g. by assigning an individual login).
The ‘Rules of Procedure for Online General Meetings’ are not part of the Articles of Association. The Executive Committee is responsible for enacting, amending and repealing these Rules of Procedure, which it decides on by a simple majority. The current version of the Rules of Procedure becomes binding for all members upon publication on the association’s website.
The provisions of this paragraph apply accordingly to board meetings and board resolutions.

§ 12 Executive Committee
The Executive Committee within the meaning of § 26 BGB (German Civil Code) consists of the President, the Honorary Secretary and the Honorary Treasurer. They represent the association in and out of court.
The Executive Committee is elected by the General Meeting for a term of two years.
Only members of the association can become members of the Executive Committee.
Re-election is permitted.
The Executive Committee remains in office until a new Executive Committee is elected.
Termination of membership in the association also terminates the office as a member of the Executive Committee.

§ 13 Cash audit
The general meeting elects two cash auditors for a term of two years. The elections should take place alternately.
The cash auditors may not be members of the Executive Committee.
Re-election is permitted.

§ 14 Dissolution of the association
In the event of the dissolution or abolition of the association or the discontinuation of tax-privileged purposes, the association’s assets shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting science and research.