Status of the association

ISPC² e.V.

– Charter –

I. Name, registered office, purpose, non-profit status

§1 The name of the association with its seat in Karlsruhe shall be “International Society for Protonic Ceramic Conductors (ISPC²)”. It shall be entered in the register of associations and then bear the suffix “e.V.”. The Society shall exclusively and directly pursue non-profit purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code. The financial year of the Association shall be the calendar year.

§2 The purpose of the association is to promote science, research and development in the field of protonic conducting materials. The purpose of the statutes is realised in particular through the organisation of and participation in scientific conferences in the field of protonic-conducting materials as well as the cultivation of international scientific contacts. Furthermore, the participation in research projects in the aforementioned field is the purpose of the association.  This is done in close cooperation with persons, societies and institutes dealing with the science of protonic conducting materials.

§3 The association is selflessly active; it does not primarily pursue its own economic purposes.

§4 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 funds of the Association.

§5 No person may be favoured by expenses that are external to the purpose of the corporation or by disproportionately high remuneration.

II. Membership

§6

Persons in Germany and abroad who have reached the age of 18 may become members, provided they are working in the field of protonic-conductive materials. The application for admission to the Association shall be submitted to the Executive Committee either in writing or by email or by using the form available on the Association’s homepage. The Board shall decide unanimously on the application. If the application is rejected, it is not obliged to inform the applicant of the reasons for the rejection. Membership shall expire by:

  • Voluntary resignation from the association,
  • Expulsion,
  • Death or, in the case of legal entities, their dissolution or deletion.

The resignation of a member can only be effected as of 31 December of a year, subject to a notice period of two months. Resignation shall be effected by written declaration or by declaration by e-mail to the Executive Board. The Executive Board may expel a member who violates the duties of the members or culpably violates the interests of the Association in a gross manner. Before taking a decision on the exclusion, the Executive Board must give the member the opportunity to make a statement orally or in writing, also by e-mail. The decision on the exclusion must be justified in writing or by e-mail and sent to the member.  The resignation shall take effect immediately. Resigned and expelled members have no claims on the assets of the Association. In the case of two outstanding annual dues, the Executive Board may expel the member.

III. Organs

§7 The organs of the association are:

  • The board of directors,
  • The general meeting.

a) Board of directors

The Board of Directors shall consist of the Chairperson and the Deputy Chairperson. The Chairperson is the legal representative of the Association in terms of § 26 BGB. He has the right to assign his deputy with the responsible management of the business at any time.

The members of the Board, the Chairperson and his or her deputy shall be elected by a simple majority of the members present at the General Assembly who are entitled to vote. The term of office shall be five years. However, the Board shall remain in office after the expiry of the elected period until a new Board is elected. A Board member may only resign from office immediately if, on the one hand, it is ensured that a functioning Board continues to exist after a Board member has resigned from office. Something else only applies if there is an important reason for the resignation, i.e. the board member can no longer reasonably be expected to continue in office. Zu Vorstandsmitgliedern können nur Mitglieder des Vereins gewählt werden. Die Wiederwahl jedes Vorstandsmitgliedes ist zulässig. Der Vorstand ist ehrenamtlich tätig.

The Executive Committee shall be responsible for all matters of the Association, unless they are assigned to another body of the Association by the Statutes. In particular, it has the following tasks:

  • aa) Preparation and convening of the General Assembly and setting of the agenda;
  • bb) Execution of resolutions of the General Assembly;
  • cc) Preparation of the budget, bookkeeping, preparation of the annual report;
  • dd) Adoption of resolutions on the admission of members;
  • ee) Passing resolutions on the exclusion of members;
  • ff) Organisation of the PPCC meeting (International Workshop on Prospects on Protonic Ceramic Cells) (venue, timing, organisation of content, etc.).

The Board of Directors shall pass resolutions at meetings convened by the Chairperson or, if the Chairperson is prevented from doing so, by the Deputy Chairperson. The notice period for convening meetings shall be 10 days. The period shall commence on the day following the date of dispatch. The Executive Committee shall constitute a quorum if both its members are present. Resolutions shall be passed unanimously. The Executive Board may adopt resolutions by written procedure if both members of the Executive Board agree.

b) General Meeting

At least once a year, if possible in the first quarter, the association shall hold a general meeting. The General Assembly shall be convened by the Board. The members shall be invited by e-mail, stating the place, time and agenda as determined by the Board. A period of two weeks must elapse between the day of dispatch or publication of the invitation and the day of the meeting, not including the day of dispatch and the day of the meeting. Each member of the Association may apply in writing to the Executive Committee for an addition to the agenda no later than one week before the General Assembly. The Executive Committee shall decide on the application. The General Assembly shall decide on motions to the agenda which have not been included by the Executive Committee or which are put forward for the first time at the General Assembly by a majority of the votes of the members present; this shall not apply to motions which have as their object an amendment to the Statutes, changes to membership fees or the dissolution of the Association. The holding of online meetings is permissible. The Executive Committee shall decide whether a real or an online General Assembly shall be held. If an online general meeting is held, the Executive Committee shall send the agenda in its invitation and expressly state that an online general meeting is being held.

In the case of an online general meeting, voting by e-mail or also by video and telephone conference is permissible.

§8 The General Assembly shall be chaired by the Chairperson or his/her deputy. Each member shall have one vote. Another member may be authorised in writing to exercise the right to vote.  Resolutions shall be passed by a simple majority of the valid votes cast. Abstentions shall be considered as invalid votes. In the event of a tie, the chairman of the meeting shall have the casting vote. The resolutions of the General Assembly shall be recorded in writing and signed by the Chairperson and at least two other members. Extraordinary General Meetings may be convened by the Executive Committee at any time if the interests of the Association so require. The Executive Committee must convene a General Meeting if the interests of the Association require it or if at least one fifth of the members request this in writing, stating the purpose and the reasons. The General Assembly is responsible in particular for:

  • a) the election of the Executive Committee,
  • b) the discharge of the Executive Committee,
  • c) the election of one or more auditors,
  • d) the fixing of the annual subscription,
  • e) the acceptance of the annual report,
  • f) the report of the cash auditor,
  • g) Passing resolutions on the amendment of the Statutes on the dissolution of the Association.

The General Assembly shall constitute a quorum if at least 25% of the members of the Association are present. Members who are validly represented at the meeting shall be deemed to be present. In the event of a lack of quorum, the Executive Committee shall be obliged to convene a second General Assembly with the same agenda within two weeks; this General Assembly shall constitute a quorum irrespective of the number of members present. This must be pointed out in the invitation.

IV. Contribution

§9 The funds of the Association shall be raised by:

  • a) Annual subscriptions of the members;
  • b) Voluntary donations.

Each member shall pay an annual membership fee due in advance. The annual membership fees shall be determined by the General Assembly. Membership fees shall be paid by 31 May for the current calendar year to the office specified by the Board.

V. Amendment of the Statutes and dissolution of the Association

§10 The Statutes may be amended at any General Meeting by a majority of 3/4 of the votes present. Motions for amendment may be submitted for inclusion in the agenda:

  • a) by the Executive Committee,
  • b) by members.

Motions to amend the Statutes must be made in good time so that they can be sent to each member at least four weeks before the General Meeting. To dissolve the Association, 2/3 of all members must be present or represented at a General Meeting convened solely for this purpose. The dissolution can only be decided by a general meeting with a 3/4 majority of the votes cast. If this number of members is not reached in the meeting deciding on the dissolution of the Association, the Executive Committee may invite to another meeting in which the dissolution may then be decided within the same business year without regard to the number of members present.

§11 In the event of the dissolution or annulment of the Association or in the event of the discontinuation of its tax-privileged purpose, the assets of the Association shall fall to a public corporation or another tax-privileged corporation for the purpose of promoting science and research.