Preamble

 

Articles of Association

 

The "EUROPEAN ASSOCIATION OF AVIAN VETERINARIANS" (EAAV) (Europäische Vereinigung der Vogeltierärzte) has its origins in  the European group of the   ASSOCIATION  OF  AVIAN VETERINARIANS (AAV) based in Germany, which has been active since the early 1990s.

 

 

Article 1 Name and Purpose of the Association

The name of the association is

 

 

"EUROPEAN ASSOCIATION OF AVIAN VETERINARIANS".

 

The purpose of the association is to promote scientific and research studies.

In Germany, Europe and the Middle East the association pursues the aim in a non-profit-making form of promoting scientific research, teaching and training in the field of ornamental, zoo and wild avian medicine and related disciplines, publishing the results to the veterinary profession and a non-specialist public through special events and public relations work and using the experience acquired in this field for the well-being of the general public as well as the protection of animals and specific species and nature conservation.

 

In the pursuit of this purpose

 

-           the association organises conferences and training events at a national and international level;

-           the association provides the public with information on its own website;

-           the association supports and promotes scientific research, teaching and training in the field of ornamental, zoo and wild avian medicine and related disciplines;

-           the association provides advice based on its experience to other bodies;

-           the association supports projects for animal and species protection as well as nature conservation in the fields of ornamental, zoo and wild birds;

-           the association is committed to improving the perception of the field of ornamental, zoo and wild avian medicine and its benefits for the community, animal and species protection, as well as nature conservation, among the general public;

-           the association may charge a fee for its services and materials; the fee is based on the aim of the association being able to finance itself to the exclusion of any further pursuit of profit.

 

The association is of an altruistic nature; its primary purpose is not to pursue its own economic aims. The association’s funds may only be used for purposes which are in accordance with the Articles of Association. The members do not receive any financial benefits from the association's funds. No person may benefit from expenditure which is not in line with the purpose of the association or from remuneration which is disproportionately high.

 

 

 

The association exclusively and directly serves non-profit-making purposes within the meaning of the "Tax- privileged purposes" section of the German Fiscal Code.

 

The business year is the calendar year.

 

The association has applied for the additional designation of "registered association" and will be entered in the register of associations.

 

 

Article 2 Registered Office

The registered office of the association is in Giessen.

 

 

Article 3 Membership

All persons of unlimited contractual capacity, all natural and legal persons and groups of people without legal capacity may become members of the association. This also applies to general partnerships and limited partnerships.

 

However, there must be an association with veterinary medicine in order to substantiate membership.

 

In addition to full membership of the association, there is a supporting membership which does not entitle the member to vote.

 

Full membership

Anyone who has successfully completed studies in veterinary medicine may become a full member.

Full members have the powers granted by law to the association's members, unless these Articles of Association allocate these rights to a particular body of the association.

 

Supporting Membership

Any natural or legal person may become a supporting member of the association if they are willing to promote the  objectives of the association and  support the association with the minimum contribution specified under Article 4 of these Articles of Association.

 

Of the statutory membership rights, the supporting members have only those which are listed below:

-           the supporting members have a right to information and a comprehensive right to submit proposals with respect to all matters of the association;

-           the supporting members shall be provided with information about the activities of the association, in particular notifications about projects, events and conferences, as well as the development of the association;

-           the supporting members may participate in the members' meetings. There they have the right to speak but not vote.

 

Benefits  for  participation  in  symposia,  other  events  and  conferences  may  be  linked  to  both  full  and supporting memberships.

 

 

 

A membership application form should be sent online via the respective association website or by email to one of the members of the Executive Committee. The Executive Committee decides on acceptance as an association member by a simple majority using equitable discretion. The reasons for rejecting an application for membership do not have to be stated.

 

Membership of the association ends upon the death of the individual or termination of the legal persons or partnerships, by deletion from the membership list, exclusion from the association or termination.

 

Termination must be declared in writing to the Executive Committee. The period of notice for termination for both full and supporting members is three months to the end of the year.

 

A member may be deleted from the membership list if he or she has not paid the membership fee that is due in spite of a reminder having been sent to the last address of the member notified to the association. An email address is also considered to be a member's address.

 

A member may also be excluded from the association if his or her behaviour is injurious to the association. The managing committee decides on deletion from the members' list and exclusion from the association.

If a member leaves the association, this is not associated with any claim to a settlement balance. A retiring member only has a claim to the return of the items that he or she has lent temporarily to the association.

 

 

Article 4 Acceptance charge, membership fees, membership fee regulations

The level of the membership fee is specified by the general meeting of members.

 

 

Further details of any acceptance charges and membership fees can be specified with mandatory effect in membership fee regulations, which have to be approved by the meeting of members.

 

 

Article 5 Rights and duties of the Executive Committee

The Executive Committee of the association carries out the ongoing business of the association on a voluntary basis. It is the representative body of the association in accordance with §26 of the German Civil Code (BGB).

 

Resolutions of the members’ meeting shall be carried out by the Executive Committee in accordance with current law and the financial options available to the association.

 

The elected Executive Committee is entitled to represent the members brought together in the unincorporated association before a court and out of court. The power of representation of the Executive Committee is limited, however, to the assets of the association. Therefore, when legal/financial obligations are entered into, the Executive Committee of the association shall expressly point out that the association's members are only liable with the existing assets of the association, and that any personal liability derived from membership, insofar as this is legally permitted, is fundamentally excluded.

 

The Executive Committee is responsible for the following in particular:

  • Overall management of the association's activities and issue of the necessary instructions;
  • Election and dismissal of the person(s) entrusted with management of the association;
  • Issue of rules of procedure, which are explicitly not part of the Articles of Association;

 

 

 

  • Signatory power arrangements;
  • Approval of the annual operating and investment budget;
  • If necessary, organisation of the employment conditions of the personnel;
  • Preparation of the submissions and applications to the meeting of members;
  • Adoption of resolutions in all matters of the association which are not explicitly reserved for the meeting of members or another body of the association.

 

At the request of state-run bodies, in particular the competent Inland Revenue Office and Registration Court/Register of Associations, the Executive Committee can carry out provisional amendments to the Articles of Association in the form required by the state-run bodies. The amendment to the Articles of Association shall be approved retrospectively by the next ordinary meeting of members. The provisional amendment to the Articles of Association by the Executive Committee shall only be possible if it is unanimous.

 

The Executive Committee members have sole power of representation.

From a transaction value of €5,000 the association shall be represented by at least two members of the Executive Committee.

The Treasurer has sole power of representation up to a transaction value of €10,000.

 

 

Within the framework of its power of representation, the Executive Committee can instruct third parties to perform individual transactions. The Executive Committee of the association is only liable for the actions of its vicarious agents in the case of grossly or wilfully negligent selection of its vicarious agents.

 

Within the framework of the purpose of the association, the Executive Committee can appoint and dismiss work or project groups and their members. It assigns their tasks and competencies, specifies the funds available and regulates the reporting to the Executive Committee or the general meeting of members. This applies in particular to the organisation and performance of the regular international conferences and their supporting programme.

 

Internal decisions of the Executive Committee shall be taken on a majority basis. The Executive Committee shall constitute a quorum if at least two of its members are present. In the case of a tied vote the main Chairman (see Article 6 of the Articles of Association) shall decide.

 

If a contractual partner of the association makes a claim on a member of the Executive Committee as an agent in conjunction with Article 54 section 2 of the German Civil Code (BGB), the member shall be entitled to request an exemption and/or the reimbursement of all costs and expenses associated with that claim; Article 31a BGB applies accordingly.

 

The Executive Committee meets as required at the invitation of the main Chairman, but at least once a year. Every member may request the convening of a meeting within one month. Executive Committee meetings can also be held using modern communication technologies. A decision on this is taken by the main Chairman using equitable discretion.

 

 

Article 6 Number and election of the Executive Committee members

The Executive Committee consists of four or more members. The Executive Committee members must be members of the association.

 

The members of the Executive Committee are elected at ordinary meetings of the members. When an

 

 

 

electoral period comes to an end, the retiring member of the Executive Committee shall remain in office until the new Executive Committee has taken office. The period of office is two years. Re-election is permitted. If replacement elections take place, the new members shall enter into the current period of office.

 

If a member of the Executive Committee retires from office during the electoral period, a members' meeting shall be convened immediately, during which a successor/new election shall be stipulated.

 

If individual Executive Committee members are prevented either legally or for other reasons from participating in the business of the association, a special representative can be elected at an extraordinary meeting of the members.

 

The Executive Committee determines its own constitution. It selects a main Chairman, a Deputy Chairman and a Treasurer from among its members and stipulates further functions and the holders of these functions where necessary. The period of office of these function owners corresponds to the period of office as Executive Committee members. Re-election is permitted.

 

In the fulfilment of its duties, the Executive Committee can be supported by an Advisory Board consisting of at least 3 people. The Advisory Board has merely an advisory function.

The members of the Advisory Board are appointed to the Advisory Board by the Executive Committee for a period of three years.

 

Minutes are kept of the resolutions of the Executive Committee and are to be signed by the main Chairman and the Secretary.

 

Resolutions adopted by circular letter shall require the agreement of all members; they shall be included in the next minutes.

 

Each member of the association has the right to participate in the Executive Committee meetings only in response to an invitation or approved application.

Each member has the right at any time to inspect the minutes of the Executive Committee resolutions.

 

 

Article 7 Members' meeting

An annual meeting of the members of the association shall be held at least once a year; the invitation specifying the agenda items shall be issued 20 days in advance.

 

The Executive Committee shall specify the location and the starting time of the meeting in the invitation.

 

Invitations containing the agenda of members' meetings shall be submitted by means of an email sent within the specified deadline to the latest email address known to the association.

 

Extraordinary meetings shall be convened when required by the Executive Committee or in response to a written application of at least one fifth of the association members. The application to convene an extraordinary meeting should contain the reasons for the meeting. An extraordinary meeting of members shall be deemed to have been properly convened if the association members receive an invitation with the agenda items at least eight days before the meeting.

 

 

 

The members'  meetings shall be chaired by the main Chairman of the association. If the Executive Committee waives its right, the members' meeting shall select the chairman of the meeting from amongst its members.

 

The members' meeting shall select a Secretary from amongst its members. He or she shall keep the minutes of the meeting and record the resolutions of the meeting. The minutes shall be signed by the Secretary. The minutes shall be made available to the members upon request.

 

In the case of elections, chairmanship of the meeting can be transferred to an election committee; elections begin with the proposal of the candidates and end with the announcement of the election result.

 

The elections are fundamentally held with an open format. A secret election shall be held at the application of a member.

Each member has one vote. In the adoption of resolutions a simple majority is sufficient, unless the Articles of Association stipulate otherwise. In the case of a tied vote the main Chairman shall decide.

 

The members present shall also take a decision on applications submitted from among the members even if the subject matter to be decided on was not referred to in the invitation. Alternative arrangements only apply to applications whose subject matter is a change to the purpose of the association, the dissolution of the association or an amendment to its Articles of Association. Such applications shall be forwarded to the Executive Committee of the association at least six weeks before an ordinary meeting so that the due and proper invitation process can be carried out. In the case of extraordinary members' meetings with the aim of performing an amendment to the Articles of Association, an invitation period of three weeks must be complied with.

 

At the members' meeting, the Executive Committee reports on the past year of the association. The Treasurer/Accountant gives the members' meeting an overview of the financial situation of the association. After the report has been made, the members’ meeting shall decide on its approval and on the discharge of the Executive Committee.

The members' meeting is the highest body of the association. Its responsibilities include in particular:

  • approval of the annual report and the annual financial statements;
  • election and dismissal of members of the Executive Committee;
  • exclusion of association members;
  • adoption of resolutions relating to the amendment of the Articles of Association and to the dissolution of the association, in each case with ¾ of the members present and complying with Article 8 of the Articles of Association;
  • adoption of resolutions relating to duly submitted applications from members and dealing with questions and business transactions submitted to it by the Executive Committee;
  • stipulation of the membership fees, if necessary in the form of membership fee regulations, which do not form part of these Articles of Association.

 

The members' meeting shall constitute a quorum if at least six members are present. Two of the six individuals must be members of the Executive Committee.

 

 

 

Article 8 Dissolution of the association

The association can be dissolved by means of a resolution of the members' meeting. A corresponding resolution requires the agreement of ¾ of the members present at the meeting.

 

After a decision to wind up the association, the association shall be liquidated by the application of §§ 47 et seq. BGB. The last Executive Committee members in office shall act as the liquidators.

 

Upon the dissolution of the association or the abolition of tax-privileged purposes, the assets of the association shall be used to fund the Vogelmedizin Gießen e.V. association, which shall use them exclusively and directly for non-profit-making purposes.

 

The members of the association shall have no claim to the revenues from the dissolution of the association.

 

 

 

 

 

 

 

 

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