Charter
and Bylaws

§ 1 Name and Registered Office

 

The Association bears the name A R A U M U S e.V. – Gesellschaft zur Erforschung einer alternativen und universalen Notenschrift [Society for Research into an Alternative and Universal Music Notation]

 

It has been entered into the Register of Associations and carries the name suffix "e.V."

 

The registered office of the Association is Domplatz 40, D-48143 Münster

 

§ 2 Fiscal Year

 

The fiscal year is the calendar year.

 

§ 3 Purpose of the Association

 

The Association shall solely and directly pursue non-profit purposes within the meaning of the Section "Tax-Privileged Purposes" of the German Tax Code [Abgabenordnung].

 

The purpose of the Association is musicological and music history research into an alternative and universal music notation.

 

The purpose in accordance with the Charter and bylaws shall be achieved in particular through the implementation of academic events and research projects, award of research assignments on musicological topics in particular those into an alternative and universal music notation.

 

§ 4 Non-Profit-Making Activity

 

The Association operates on a non-profit-making basis; it does not primarily pursue its own economic purposes.

 

§ 5 Use of Funds

 

The Association funds may be used only for the purposes in accordance with the Charter and Bylaws. The members shall not receive any grants from Association funds.

 

§ 6 Prohibition of Preferential Treatment

 

No person may be given preferential treatment through expenditure that is inappropriate to the purpose of the corporation, or through disproportionately high remuneration.

 

§ 7 Acquiring Membership

 

The Association’s members may be natural or legal persons.

 

The application for membership must be submitted in writing.

 

The application for membership shall be decided on by the Board.

 

If the application for membership is rejected, no reason needs to be given for this decision; the membership applicant is entitled to a right of appeal to the Members’ Meeting, which then makes a final decision on the application.

 

§ 8 Termination of the Membership

 

The membership is terminated by resignation, expulsion, death or liquidation of the legal person.

 

The resignation occurs through a declaration in writing sent to a member of the Board authorised to represent the Association.

 

The declaration of resignation in writing must be sent to the Board by giving one month’s notice to the end of the fiscal year in each case.

 

Exclusion may only occur for good cause. Good cause is in particular conduct detrimental to the objectives of the Association, the breach of obligations in accordance with the Charter and bylaws or arrears of fees of at least one year.

 

The Board may decide to expel a member. In the event of expulsion, the member is entitled to a right to appeal to the Members’ Meeting, which must be sent to the Board within one month. The Members’ Meeting shall make a final decision within the Association.

 

The member shall still have the right to a review of the measure through an appeal to the ordinary courts. The appeal to an ordinary court shall have suspensory effect until the court has made its final decision.

 

§ 9 Fees

 

Fees shall be collected from the members. The amount of the fees and the dates when these are due are determined by the Members’ Meeting.

 

§ 10 Executive Bodies of the Association

 

The executive bodies of the Association are:

 

- the Members’ Meeting

 

- the Board.

 

§ 11 Members’ Meeting

 

The Members’ Meeting is the Association’s supreme executive body. It’s duties include in particular the election and voting out of the Board, decision on the discharge of the Board, taking receipt of the Board’s reports, election of the auditors, stipulation of fees and the date when they are due, adoption of a resolution on amendments to the Charter and bylaws, adoption of a resolution on the dissolution of the Association, decision on the admission and expulsion of members in appeal cases as well as further duties insofar as these arise under the Charter and bylaws or by law.

 

An Extraordinary Members’ Meeting shall take place during the course of the first three months of each fiscal year.

 

The Board is obliged to convene an Extraordinary Members’ Meeting when at least one third of the members request this in writing, indicating the grounds.

 

The Members’ Meeting is convened by the Board by giving one month’s notice in writing, indicating the agenda. The notice period begins on the day following the day on which the invitation was dispatched.

 

The invitation is deemed to have been received by the members if it is sent to the most recent address known to the Association.

 

The agenda must be supplemented if a member applies for this in writing by no later than one week before the scheduled date. The supplement must be notified at the start of the Meeting.

 

Motions on the voting out of the Board, the amendment of the Charter and bylaws and on the dissolution of the Association, which have not already been received with the invitation to the Members’ Meeting, may be decided on only at the next Members’ Meeting.

 

The Members’ Meeting shall constitute a quorum regardless of the number of the members in attendance.

 

The Members’ Meeting shall be chaired by a member of the Board.

 

A reporting clerk must be elected at the start of the Members’ Meeting.

 

Each member shall have one vote. The voting right may only be exercised personally for one member by submitting written power of proxy.

 

During voting, the simple majority of the votes cast shall decide.

 

Resolutions on amendments to the Charter and bylaws and the dissolution of the Association may be adopted only with a majority of 2/3 of the members in attendance.

 

Abstentions from voting and invalid votes shall be disregarded.

 

A record of resolutions of the Members’ Meeting must be drawn up and be signed by the Chairperson of the Meeting and the recording clerk.

 

§ 12 Board

 

The Board within the meaning of sec. 26 German Civil Code [BGB] consists of the 1st and 2nd Chairperson and the Treasurer. They shall represent the Association in and outside of court. Two members of the Board shall represent the Association acting jointly. The Board is entitled to issue Internal Rules of Procedure for the Board.

 

The Board is elected for a period of one year by the Members’ Meeting.

 

Only members of the Association may be Board members.

 

Re-election is permitted.

 

The Board shall remain in office until a new Board is elected.

 

Upon termination of the membership in the Association, the office as Board shall be terminated.

 

§ 13 Remuneration for Activity for the Association

 

The offices of the Association and its executive bodies are in principle exercised in an honorary capacity. 
The Members’ Meeting may adopt a resolution that offices of the Association and its executive bodies be exercised for remuneration based on a contract of employment or against payment of a lump-sum expenses allowance as and when required and taking into account the economic circumstances and the budgetary situation.

 

Under sec. 26 BGB the Board is competent to decide on the start, content and termination of the contract. 
The Members’ Meeting may award assignments regarding activities for the Association in exchange for appropriate remuneration or fee payment to a third party as and when required and taking into account the economic circumstances and the budgetary situation. 
For completing management tasks and running the branch office, the Board is authorised to employ full-time employees for the administration in the scope of the budgetary activities.
The 1st Chairperson shall have the authority to issue instructions under employment law. 
In other respects the members and employees of the Association shall have a claim for the reimbursement of expenses under sec. 670 BGB for expenses that they have incurred through the activity for the Association. These include in particular costs of journeys, travel costs, postage, telephone and copying and printing costs.  The members and employees must observe the requirement of economy. The Board may stipulate the lump sum expenses by adopting a resolution as far as possible in accordance with tax law.

 

The claim for reimbursement of expenses may be exercised only within a notice period of 3 months after its emergence. Reimbursements shall only be granted if documented proofs of the expenses by verifiable records and breakdowns are furnished.

 

§ 14 Cash Audit

 

The Members’ Meeting shall elect a Cash Auditor for the period of one year.

 

This person may not be a member of the Board.

 

Re-election is permitted.

 

§ 15 Dissolution of the Association

 

If the Association is dissolved or terminated or tax-privileged purposes are discontinued, the Association’s assets shall pass to a legal person under public law or another tax-privileged corporation for the purpose of use for the pursuit of musicological research.

 

§ 16 Data Protection Clause

 

The Association collects, processes and uses its members‘ personal data using data processing systems (EDP) for fulfilling the purposes and duties permitted in accordance with this Charter and bylaws, for example in connection with the administration of members. This concerns in particular the following members’ data: name and address, bank account details, where applicable telephone number, as well as E-mail address, function(s) in the Association

 

Each member shall have the right to information on the data saved regarding them personally, its recipients and the purpose of the saving as well as correction, deletion or blocking of their data in accordance with the statutory regulations of the German Federal Data Protection Act [Bundesdatenschutzgesetz] (in particular sec. 34,35).

 

§ 17 Power of Proxy

 

The foundation meeting shall grant the elected Board with authority to represent the Association power of proxy to amend and supplement the Charter and bylaws if this proves to be necessary by virtue of official requirements or court orders in order to avoid the otherwise inevitable resumption of the foundation meeting as well as a fresh application for registration.

 

Münster, May 9 / 2015