of the registered association
Versuchsanstalt der Hefeindustrie Berlin (VH Berlin)
(version of 21 April 2008)
§ 1 Association name, registered office, business year
The association shall be named “VH Berlin” and it shall have its registered office in Berlin. It shall be registered in the register of associations. The business year shall be the calendar year.
§ 2 Purpose of the association
The association shall exclusively and directly pursue the non-profit objective to promote science and education in the sense of the levy regulation passage referring to tax privileges.
It shall be the purpose of the association to best serve the public by scientific research in the fields of yeast and distilling technology and by training people new to the field. Training sessions and seminars shall be held to inform and train professionally-oriented people and those interested in yeast and distillery technology.
To this end, the association maintains the scientific “Research Institute for Baker´s Yeast”.
The activities of the association shall be non-profit. It shall not primarily pursue economic purposes of its own. Funds of the association may only be used for purposes acc the statutes. Members of the association shall not receive any grants out of association funds. No person may be favoured by expenses alien to the purpose of the association or by inappropriately high emoluments.
§ 3 Membership
1. The following may be members:
a) yeast producing group companies, affiliates of yeast producing group companies or yeast producing individual companies (full member).
b) equipment, consulting and service supplying companies (basic member).
c) all natural and legal persons, such as corporations from the economy, of the state or from science, supporting the purposes listed in § 2 of the constitution (supporting member).
2. Rights of members
a) All members shall have one vote in the membership meeting as well as active voting rights. Only full members shall have passive voting rights.
b) All members shall receive the VH report.
3. Applications for membership shall have to be submitted to the office in writing, adding all required documents. The office shall be authorised to ask for information from the applicant.
4. The decision on membership shall be made by the advisory board. In case of a rejection the next membership meeting shall, pass a final decision upon the objection of the applicant. Such objection shall have to be submitted within two weeks after receipt of the negative decision.
5. The entry contribution as laid down in the membership rules shall be payable upon agreement to membership.
6. Membership shall end
a) by termination, which may be given at the very latest by 30th June every year to be effective at the end of the coming calendar year and shall have to be announced to the office in writing.
b) by exclusion from the association if a member seriously violated the rules resulting from this constitution or interests of the association. Such exclusion shall take effect immediately.
Those who leave shall be liable for all financial obligations resulting or which resulted from membership. All claims on the association shall be void upon leaving or exclusion.
7. People who rendered outstanding services to the association or to the economic sector may be voted honorary members. Honorary members shall not pay any membership dues.
§ 4 Membership dues
1. The advisory board shall lay down the annual membership dues for full members, basic members and supporting members before the beginning of the new business year to be approved afterwards by a regular general members assembly. It shall be allowed to lay down minimum and maximum dues. Annual membership dues shall be payable upon a request to do so by the office.
2. The advisory board may lay down to raise a levy for research projects or for other special financial expenditure serving the purpose of the association up to the amount of annual membership dues. Such decision shall have to be approved by a general members assembly.
3. Membership dues and levies shall have to be paid free of any charges to the office by the 5th day of any month in monthly instalments of 1/12th of annual membership dues (annual levies). As from this date membership dues in arrears shall attract interest at a rate 2 per cent above the prevailing interest rate charged by the Bundesbank.
4. The general members assembly may decide to check upon the correctness of paid membership dues by a sworn trustee. The result of such audit shall have to be communicated to the president.
§ 5 Bodies of the association
The bodies of the association shall be:
1. the Board
2. the Advisory Board
3. the general members assembly
4. the general manager
§ 6 The Board
The chairman and his deputy shall be elected by the general members assembly meeting for a term of 3 years. Under para 26 of the German Civil Code. The chairman and his deputy shall form the Board. They shall remain in office until new elections are necessary or requested by the general members assembly. Each of the two may represent the association in court or out of court. This Board as defined under para 26 of the German Civil Code shall reach unanimous decisions by agreement concerning any matters concerning the association to the extent that these are not reserved to the membership meeting or to the director of the research institute. The same shall apply to his deputy.
The Chairman shall have the title:
“President of the “VH Berlin” (registered association)”
The Deputy Chairman shall have the title:
“Vice-President of the “VH Berlin” (registered association)”
The general members assembly, in appreciating the merits of a President leaving office, may bestow on him a honorary presidency.
§ 7 The Advisory Board
The Advisory Board shall be made up out of the board and up to 7 representatives entitled to represent membership companies appointed or recalled by the president, as well as of the general manager and the director of the research institute as standing additional members in a consultative function.
The Advisory Board shall be convened by the President, giving two weeks notice. The decisions of the Advisory Board shall be adopted with a simple majority of all Advisory Board companies. In case of a tie, the vote of the president shall have the casting vote.
The Advisory Board shall have the right to set up committees and to entrust them with special duties.
The Advisory Board shall accept cash statements, decide on cash projections and grant discharge to the president, the vice president and the manager. It shall be the duty of the Advisory Board to promote the scientific work of the association, in particular that of the Research Institute for Baker´s Yeast. The Advisory Board shall decide on the programme for research as well as on the selection and the sequence of research work.
Its duties shall also include to promote co-operation with practical efforts and to monitor the range of advisory activities. Work of the Advisory Board shall be voluntary.
§8 The General members assembly
For every business year the President shall have to call in writing at least one general members assembly, giving two weeks notice, adding the agenda (regular general members assembly).
The general members assembly shall have to accept the yearly report on the activities of the centre and it may make suggestions for its future work. It shall elect the president and his deputy according to § 6, para 1, sentence 1. It shall pass decisions on changes to the constitution or regarding disbanding the association.
Extraordinary meetings shall have to called if the President feels this to be necessary in the interests of the association, if the Advisory Board so desires or if it is requested to call such extraordinary meeting by one third of the members of the association in writing, mentioning the subjects for discussion.
Every member company shall have one vote. One member may represent at most two other members in the general members assembly. Full powers in writing shall have to be presented to the Chairman at the meeting.
A general members assembly shall reach a quorum if at least one quarter of members with voting rights shall be represented. In the general members assembly, members shall pass decisions with a simple majority of all members present. Decisions on changing the statutes on or on disbanding the association, however, require a voting majority of three quarters of all members having the right to vote.
In the absence of a quorum, the president shall be obliged to call a second membership meeting within one month with the same agenda. As a precaution, the invitation to this second membership meeting may be sent out at the same time as the invitation to the general members assembly. A second membership meeting shall have a quorum, no matter how many people turned up. An invitation to a second membership meeting shall have to refer to this unconditional quorate strength.
In addition to the honorary president or the honorary members, owners with personal liability, members of the boards and managers of shareholder companies, as well as authorised signatories and specially empowered people being members of a body of member companies shall be entitled to participate in membership meetings. They may also act as mutual representatives in membership meetings.
Decisions adopted by membership meetings shall have to written down, to be signed by the president and the manager and to be passed on to members.
§ 9 General Manager
The manager of the association shall be appointed by the advisory board. He shall run the administration of the research institute in keeping with the decisions of the advisory board. After the end of the business year he shall have to submit a financial report and a projection every year. He shall be responsible for the orderly management of funds.
The manager shall be a special representative for the duties entrusted to him in the sense of § 30 of the German Civil Code.
§ 10 The Research Institute
The association runs the Research Institute for Baker´s Yeast, carrying out basic scientific research as well as applied technological research for the yeast and distillery sectors.
The Research Institute holds all seminars, training measures and information events of the association. The annual VH yeast conference is open to all with a scientific interest. The date for this conference shall be published.
The Research Institute shall be run by the director as specificied by the provisions laid down in the statutes.
§ 11 Disbanding the association
Any assets left after disbanding the association shall fall to a corporation under public law or another tax-privileged body for exclusive and direct use to promote science (in the fields of yeast and distillery technology).
Decisions on the future use of assets may only be implemented after approval by the finance office. This statutes was adopted and enacted at the general members assembly on 21 April 2008 in Vienna.
Vienna, 21. April 2008
Dr.-Ing. Michael Quantz M. Eng. Sc. Antoine Chagnon
General Manager President