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§ 1 Name, registered office and financial year
The name of the association is
Association of Friends of Clausthal University of Technology e. V.
It has its registered office in Clausthal. The financial year is the calendar year.
§ 2 Purpose of the association
(1) The Association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
(2) The purpose of the Association is the promotion of science and research as well as the promotion of education and vocational training, including student support.
(3) The purpose is realized in particular through
a) Promotion and material support of scientific research and teaching activities,
b) Promotion of lecture events and discussion conferences,
c) Promotion of personal contacts between members of Clausthal University of Technology for the exchange of experiences and knowledge (e.g. welcoming and supporting first-year students). (e.g. welcoming and supporting first-semester students, saying goodbye to graduates) and fostering ties between Clausthal University of Technology and its former students and other friends,
d) Supporting and training students at Clausthal University of Technology as a supplement to their university education,
e) Advising students at Clausthal University of Technology in preparing for their entry into professional life,
f) Publishing reports about Clausthal University of Technology, its institutes and facilities, as well as about the students' studies, Clausthal University of Technology, its institutes and facilities as well as the study opportunities or publication of a magazine for this purpose as an orientation aid for students and interested parties,
g) Promotion of all measures serving to secure and develop Clausthal University of Technology,
h) Procurement of funds for transfer to non-profit or public-law corporations that serve to promote the purposes of Clausthal University of Technology or its members,
i) Promotion of students at Clausthal University of Technology by awarding scholarships.
§ 3 Selflessness
The association is selfless and does not primarily pursue its own economic purposes. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration. 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.
§ Section 4 Membership
(1) Ordinary members can be natural persons, legal entities, associations without legal capacity, institutions and foundations under public and private law as well as public authorities and companies.
(2) Admission to the Association shall be effected by the Executive Board within the meaning of § 7 para. 4 on the basis of a written declaration of membership to be addressed to the Chairman. Resolutions on the rejection of admission require a three-quarters majority in the Executive Committee of the Board within the meaning of § 7 para. 3.
(3) Membership expires
a) through death,
b) through a written declaration of resignation sent to the Chairman,
c) through exclusion by resolution of the Executive Board, for which a three-quarters majority is required, if there is good cause. Good cause shall be deemed to exist in particular if a member's conduct significantly impairs the purposes and objectives of the Association or is in arrears with more than one annual membership fee and fails to pay despite two reminders by registered letter.
(4) A member who leaves the association or is expelled has no claims to the association's assets. Contributions paid shall not be refunded. If membership is terminated by written notice of resignation (para. 3 letter b), the annual membership fee for the current calendar year in which the notice of resignation falls must still be paid.
§ 5 Honorary members
Persons who have rendered outstanding services to the Association or to Clausthal University of Technology may be appointed honorary members of the Executive Board or of the Association on the recommendation of the Executive Committee by a resolution of the Executive Board requiring a three-quarters majority. Honorary members have all the rights of ordinary members, but are not obliged to pay membership fees.
§ 6 Contributions
(1) The amount of the annual membership fee shall be determined by the General Meeting.
(2) Members and non-members may make donations of any amount to the Association. The Association undertakes to use them exclusively within the scope of its intended purpose (§ 2).
§ 7 Board of Directors
(1) The Executive Board shall consist of at least eight and no more than 40 ordinary members. Only natural persons may belong to it.
(2) The members of the Executive Board are elected by the General Meeting for a term of three years; re-election is permitted. The respective President and Vice-Presidents of Clausthal University of Technology and two other professors of Clausthal University of Technology should be members of the Executive Board.
(3) The Executive Board elects a chairperson and two deputies, the treasurer and a secretary from among its members. These form the Executive Committee, which can be supplemented by two additional members elected by the Executive Board. Two members of the executive committee should be professors at Clausthal University of Technology; however, they cannot be appointed as chairperson. If a member of the committee resigns, the Executive Committee of the Executive Board may appoint a successor for the remainder of the term of office. The Executive Committee manages the Association's business and decides on the use of funds within the framework of the budget given to it by the Executive Board. In urgent cases, the Chairman and the Treasurer are jointly authorized to deviate from the budget.
(4) The Executive Board within the meaning of § 26 Para. 2 BGB is made up of the Chairman and his two deputies as well as the Treasurer. Each of them alone can represent the association in or out of court. Declarations of intent that commit the association or dispose of association assets must be signed internally by the chairman or one of his deputies and another member of the executive committee.
(5) The Board of Directors may issue rules of procedure for itself and the Executive Committee. It decides on the guidelines for achieving the purposes of the Association, sets the budget, prepares the General Meeting and decides on the exclusion of members in accordance with § 4 Para. 3c.
(6) Meetings of the Board of Directors must be convened with at least one week's notice, stating the agenda. The Board of Directors shall constitute a quorum if at least six members, or at least half if there are fewer than twelve members of the Board of Directors, are present. Absent members of the Executive Board may also cast their vote through a member of the Executive Board who is present, provided that the latter presents a written power of attorney for this purpose. A meeting must be convened at the request of one third of the members of the Board of Directors.
(7) Resolutions of the Board of Directors are passed with a simple majority, unless the Articles of Association stipulate otherwise (§ 4 Para. 2 and 3c, § 5). Minutes shall be taken of the resolutions, which shall be signed by the Chairman or one of his deputies and the secretary or a deputy.
(8) Activities on the Board of Directors are honorary. Travel expenses are not reimbursed.
§ 8 General Meeting
(1) The Annual General Meeting shall take place once a year. The invitation shall be issued by the Chairman or one of his deputies, stating the agenda and giving one month's notice via the Friends' Association website. Upon written request, which must be received by the Association no later than three months after the last General Meeting, the invitation may also be sent to the requesting member in writing; this request shall remain valid until it is revoked.
(2) Extraordinary general meetings shall be convened in the same form as ordinary general meetings if the interests of the Association so require or if at least 20% of the ordinary members of the Association so request in writing, stating the reasons.
(3) Motions to amend the articles of association or dissolve the association can only be voted on if they have been communicated to the members with the invitation. Other motions for the agenda must be submitted to the Executive Board in writing at least one week in advance, unless they are submitted by the Executive Board.
(4) Resolutions are passed by a simple majority of the members present and entitled to vote. In the event of a tie, the Chairman shall have the casting vote. If two candidates receive the same number of votes in elections, the decision is made by drawing lots. Resolutions on amendments to the Articles of Association and on the dissolution of the Association require a three-quarters majority of the votes cast.
(5) Minutes shall be taken of each General Meeting and signed by the Chairman or a Deputy Chairman and the Secretary or a Deputy Secretary.
(6) The General Meeting is responsible in particular for the following tasks:
a) Receipt of the annual reports on the past financial years,
b) Acceptance of the annual accounts and granting discharge following the auditors' report,
c) Election of the Board of Directors and two auditors,
d) Election of committees as required
e) Amendments to the Articles of Association and dissolution of the Association.
§ 9 Auditors
The auditors are responsible for auditing the cash management and the annual accounts to be submitted by the Executive Board. If, exceptionally, no general meeting is held in a given year, the auditors elected in the previous year shall also be deemed to have been elected for that year.
§ 10 Notifications to the tax office
Resolutions on amendments to the articles of association and on the dissolution of the association must be notified to the responsible tax office. Amendments to the articles of association that affect the charitable purposes specified in § 2 require the approval of the responsible tax office.
§ 11 Asset commitment
If the association is dissolved or abolished or if its tax-privileged purposes cease to exist, the assets of the association shall be transferred to Clausthal University of Technology, which shall use them directly and exclusively for charitable purposes in accordance with the provisions of § 2 (3) of these Articles of Association.
The Articles of Association were adopted at the General Assembly on February 21, 1976, amended on April 28, 1978, on June 16, 2000 and on October 25, 2019.