1.1. The Association gives itself the name “Jacobs University Bremen Alumni Association“ (Alumni Association).
1.2. After being inscribed into the register of association it will receive the additional specification “registered association“ (“eingetragener Verein“).
§2 Domicile and business year
2.1. The domicile of the Association is Bremen.
2.2. The business year of the Association is the calendar year.
§3 Purpose of the Association
3.1. The Association solely and directly pursues non-profit purposes in terms of the chapter “tax-advantaged“ (“Steuerbegünstigte Zwecke“) of the “Abgabenverordnung“. The purpose of the Association is the advancement of education, science and research, including the support of students. The purpose of the Association is realized through the financial and material support of students, including the funding of scholarships as well as the support of Jacobs University Bremen in the pursuit of its statutory purposes.
3.2. The Association may allocate its means partially to another, equally tax-advantaged body or legal entity under public law, for purposes set out in subsection 3.1. (§ 58 No. 2 AO/German Fiscal Code). It may also acquire means for the realization of tax-advantaged purposes set out in Subsection 3.1. also for other bodies or legal entities under public law (in particular Jacobs University Bremen gGmbH). In order to provide and donate means to a private tax-advantaged legal entity this entity must be tax-privileged itself (§ 58 No 1 AO).
3.3. The purpose of the Association does not target at a commercial business activity, in particular the Association is not seeking profit. The Association is unselfish; it is primarily a non-profit organization.
3.4. Means of the Association may only be utilised for the purposes put down in the Charter. The members do not receive any share in profits or benefits from funds of the Association. After leaving the Association they have no entitlement to Association funds. No person may be advantaged by expenditures that do not correspond to the purposes of the Association or that are disproportionately high.
3.5. All members work on a voluntary basis. Incurred expenses may be reimbursed upon provision of proof.
§4 Preconditions for membership
4.1. Membership as Alumnus/Alumna
4.1.1. Every physical person who has at least studied at Jacobs University Bremen for one semester can after exmatriculation or graduation become part of the Association as regular alumni. The Board or a person commissioned by the Board shall take decisions about admission, based on an application in text or in electronic form (e.g. e-mail). The Board is not obligated to provide reasons for refusal.
4.1.2. The confirmation of admission is to be submitted to the applicant in writing or in electronic form (e.g. e-mail). Membership begins with the receipt of this confirmation.
4.2. Membership as associated Alumnus/Alumna or as honorary member
4.2.1. All members of the faculty of Jacobs University Bremen, the Board of Governors of Jacobs University Bremen, all employees, all volunteers of Jacobs University Bremen and other person or legal entity who have a relation to Jacobs University Bremen may become a member of the Association. They will receive the status of associated members. The same provisions as for regular alumni hold, unless specified differently by this charter.
4.3. Honorary members shall be proposed by the Board and confirmed by the General Assembly. The member may then accept the honorary membership.
4.4. Membership shall end:
4.4.1. with the death of the natural person or dissolution of the legal entity,
4.4.2. automatically in the fiscal year in which the association ceases to operate,
4.4.3. due to withdrawal from the Association; each member may leave the Association, by submitting a simple declaration to that effect in written or text form (e.g. e-mail) to the Board a minimum of four weeks before the end of the fiscal year,
4.4.4. by formal exclusion on the basis of a decision by the board, if the member’s behavior grossly violates the interests of the Association; this is applies in particular if a member does not pay back the student loan s/he has received from Jacobs University Bremen gGmbH; a two-thirds majority of all Board members is required for the Board decision (in accordance with Subsection 8.1 and 8.2.). Before the vote is taken the accused must be given the opportunity of a hearing. The expelled member will be informed in writing about the decision of the Board. The expulsion of member can be revised by the General Assembly. Requests for revision can be submitted by the expelled member and must be mentioned in the agenda of the General Assembly in due time. If two thirds of the eligible voters vote against the expulsion, the member will retrieve his status. There is no legal recourse.
4.4.5. Members who are two years in arrears with payment of their statutory membership fees may be excluded from the membership list by Board resolution; the Board shall decide such matters at its own discretion.
4.5. The rights and duties derived from membership of the Association and any claims to the assets of the Association shall cease with the termination of the membership. Fees will not be returned.
§5 Membership fees
5.1. A membership fee must be paid, if decided upon by the General Assembly. The amount is to be recommended by the Board and to be determined by the General Assembly (“Beitragsordnung” or membership fee by-laws).
5.2. Honorary members are exempted from the membership fee.
Members who have a common local connection due to their places of residence or because they share common interests, may, with the prior approval of the Board establish a special division (“Alumni Chapter”). The matters and the external representation of these divisions shall be regulated and represented exclusively by the Board. For division meetings and the composition and election of divisional boards, divisions may specify their own regulations with prior approval of the Board. Such regulations have to be in accordance with the overall interests of the Association.
§7 Organs of the Association
Organs of the Association are:
2.The General Assembly
§8 The Board
8.1. The Board consists of the President, Vice-President, Treasurer, and Secretary, as well as members without fixed portfolios (assessors as per Subsection 8.2.). The term of office is set to three years commencing on the day of election. Board members can be re-elected. The offices of the Board (President, Vice-President, Treasurer, and Secretary) can only be held by regular alumni (see Subsection 4.1.), i.e. non-associated alumni (see Subsection 4.2.). Members running for positions on the Board shall be committed to protecting the interests of the Association, in particular to meeting their financial obligations to Jacobs University Bremen gGmbH in connection with a student loan (paid off, postponement, special mutual agreements). Candidates running for office authorize the Jacobs University Bremen gGmbH (Financial Services) to inform the Board about possible irregularities regarding repayment. Multiple Board positions may not be held by one person. The Board shall remain in office until the next elections. The office held by a Board member shall terminate upon termination of their membership of the Association.
8.2. Furthermore, regular, i.e. non-associated, members can act as assessors. Assessors are suggested by the board and elected in the General – Assembly. They are entitled to the same rights and duties as the other board members, however they do not have a fixed portfolio. The term of office of the assessors is three years, commencing with the day of elections. The assessors can be re-elected. However they stay in office until the election of new assessors. Every assessor is to be elected individually. Upon terminating membership in the Association, the office position as assessor is terminated as well.
8.3. The board is in charge of all matters of the Association, in so far as they are not to be delegated to other bodies of the Association.
8.4. Board members who step down from their office before the end of their office period may be replaced. An acting Board member may be appointed by a two-thirds majority of the Board. The acting Board member shall remain in office until the next General Assembly.
8.5. The Board shall be deemed quorate if the majority of Board members (in accordance with Subsection 8.1. and 8.2.) are present or all Board members have agreed to vote by circular resolution (also e-mail).
8.6. Decisions shall be taken on the basis of a relative majority of the votes cast. If a tie occurs, the voice of the President decides. In the case of his or her absence the Vice-President shall decide. The Board may specify its own by-laws. For evidentiary purposes, the decisions of the Board are to be recorded in the meeting minutes, which shall be taken by the Secretary and must be signed by at least two Board members.
8.7. The Association shall be represented judicially and extra-judicially by two members of the Board (Board members pursuant to Subsections 8.1. and 8.2.).
8.8. Upon request, the Board shall provide members with English language versions of the official documents of the Association.
8.9. Members of the board are only responsible to the association if they cause the association any deliberate harm or act wantonly negligent.
§9 General Assembly
9.1. At least once a year, possibly during the last quarter, the regular General Assembly is to take place. In addition, the General Assembly is to be convened, if the 10 % of the members, stating a reason, demand the calling in writing.
9.2. The venue and time of the General Assembly shall be determined by the Board. Every member must receive an invitation in written or text form (including e-mail) from the Board, stating the agenda, four weeks before the General Assembly. The invitation shall be deemed received by the member, if it is sent to the (e-mail) address last communicated to the Association in writing. The Assembly shall be chaired by the President or in his/her absence by the Vice-President. If both are absent, the General Assembly shall select a chair.
9.3. Every member can until at the latest one week before the General Assembly propose to the Board in written or in text form (also e-mail) an extension of the agenda. The chairman has to announce the extension at the beginning of the General Assembly. Proposals to extend the agenda made at the General Assembly, have to be accepted with a two-thirds majority by the Assembly.
9.4. The General Assembly shall be deemed quorate, if at least ten regular alumni (see Subsection 4.1.) are present. In case of the absence of a quorum, another General Assembly is to be convened; this second General Assembly shall be considered quorate irrespective of the number of members present. When convening this new assembly, the Board must point out that the next assembly will have a quorum irrespective of the number of members present.
9.5. In the General Assembly every member has a vote. The voting right can be exercised by another member if the latter has been authorised to do so in writing. A regular member may not represent more than three additional votes. A voting right cannot be shifted to another member if decisions are to be made that concern the amendment of the Charter or the liquidation of the Association. Associated and honorary members (see subsection 4.2.) are not entitled to vote. Abstentions count as invalid votes.
9.6. In addition, absentee voting is possible; this also includes votes received by e-mail. Absentee voting is permitted up to 24 hours before the beginning of the General Assembly (as evidenced by the receipt of the vote by the Board). Votes after this time will not be considered. The Board may decide to allow online voting by means of the method outlined in Subsection 9.8 ff. instead of postal votes.
9.7. Decision shall be made by simple majority vote, unless this Charter or the law stipulates a different majority. For decisions leading to the amendment of the Charter and decisions on the dissolution of the Association, a majority of two thirds of members present and voting is required. In the event of a tie, the matter shall be decided by lottery, in other cases, the Board shall decide.
9.8. By way of derogation from Subsection 9.4 to 9.7, the General Assembly may take place through an online voting platform, which is accessible for all members with the respective validation data and through a separate link for the election of the Board.
9.8.1. For the online voting procedure, an access link, which is valid only for the current assembly, shall be announced and sent in a separate e-mail to all members no later than two weeks prior to the Assembly. The invitation may be sent according to Subsection 9.2. Each member shall receive a unique access link, with which s/he can only vote once. All members are obliged to ensure that their identification data and the access link are not made available to third parties. Members who have no e-mail address, shall receive the identification data and the access link by mail to the last address communicated to the Association. Subsection 9.2. applies accordingly. The Board may decide on by-laws with regard to the details of the online voting process.
9.8.2. For election to the Board, the successful candidate needs to secure more than half of the valid votes. If no candidate receives more than half of the valid votes, another General Assembly for the run-off ballot will take place through online voting only (see Subsection 9.8.). For this virtual General Assembly, Subsections 9.1. and 9.12. shall apply accordingly; however by way of derogation from Subsection 9.2. the notice period shall be two weeks.
9.9. The tasks of the General Assembly are:
9.9.1. To elect the Board and provide discharge to the Board;
9.9.2. To take decisions concerning amendments to the Charter and the dissolution of the Association;
9.9.3. To approve the annual report and the annual financial statement
9.9.4. To decide the membership fees
9.9.5. Further responsibilities that are delegated to the General Assembly by this Charter.
9.10. Amendments that are required by the court, the tax office or an administrative authority may be decided upon by the Board. An amendment that touches the purpose of the association may only be made after prior provision of information by the relevant tax office.
9.11. The decisions of the General Assembly have to be recorded in the minutes, which is to be signed by at least two board members.
9.12. The General Assembly may, without convening, make decisions in written form. In this case, details of the decision to be made must be sent to every member. Subsection 9.2. Clauses 2 and 3 shall apply accordingly. The decision shall be deemed taken if no a member objects within six weeks (date of postmark) after the dispatch of the draft decision. In the case of an objection by a member, the decision is to be presented again during the next General Assembly.
The General Assembly shall elect from among the members of the Association two auditors for a period of office of two fiscal years. The auditors shall not be members of the incumbent Board and shall not hold more than two consecutive terms of office. The auditors monitor the orderly accounting practices of the Association and the accuracy and mathematical correctness of all relevant documents as well as the use of the budget in accordance with the purpose of the Association. The audits shall be conducted with appropriate frequency, at least once prior to the annual General Assembly in the last quarter of the fiscal year. Auditors shall have free access to all related documents of the Association.
§11 Liquidation of the Association
11.1. Proposals to liquidate the Association have to be submitted to the members in writing at least three months before the decision-making General Assembly.
11.2. The decision to liquidate also has to be extended to the Association’s funds. The liquidation is incumbent upon the President and the Vice-President as liquidators jointly authorised to represent. Honorary members do not participate in the liquidation proceeds. The preceding regulations are also valid in the case that the Association is liquidated due to others reasons or that it loses its legal capacity. Subsection 3.3 and 11.3 remain unaffected.
11.3. Upon the dissolution of the Association or in the case of loss of its tax-advantaged status, the Association’s assets shall fall to Jacobs University Bremen gGmbH, which must use them directly and exclusively for charitable purposes.
§12 Severability clause
If any of the provision of these regulations of the applicability thereof is held invalid by any court or competent jurisdiction, the remainder of these provisions of these regulations shall not be affected hereby. In place of the invalidated regulations it is put retroactively as regards content a preferably similar regulation, which comes closest to the purpose of the intended regulation.