Articles of Association

§ 1 Name, Headquarters, Legal Form

(1) The association bears the name “Future Insight e.V.”.

(2) The association has its headquarters in Darmstadt and is registered in the Register of
Associations

§ 2 Purpose of the Association

(1) The association directly and exclusively serves public benefit purposes in accordance with the “Tax-Privileged Purposes” chapter of the Abgabenordnung (AO – German Fiscal Code).

(2) The purpose of the association is the advancement of science, research, and education.

(3) In particular, this purpose is achieved through

a. scientific conferences (“Curious – Future Insight Conference”);
b. the publication and release of declarations;
c. the advanced training of members and interested non-members;

(4) The association may achieve its purposes itself or through aides or by allocating part of its funds to another entity that is also tax privileged or a public-law entity to use for taxprivileged purposes in accordance with these Articles of Association.

§ 3 Public Benefit

(1) The association works altruistically and does not primarily serve the association’s own economic purposes.

(2) The funds of the association may be used only for purposes set out in the Articles of Association. The members receive no allocations from the funds of the corporation.

(3) It may not provide a benefit for any person by means of expenditure unrelated to the purposes of the association or disproportionately high remuneration.

§ 4 Membership

(1) Members of the association may be natural and legal persons as well as partnerships. The membership is indivisible, meaning that more than one person cannot jointly acquire one membership. Legal persons exercise their membership rights through a representative known to the association. 

(2) Membership is acquired by written application to the Executive Board. The Executive Board decides on the application for membership at its discretion. If the application for ordinary membership is rejected, the Executive Board is not obligated to inform the applicant of the reasons for the rejection.

(3) The association has ordinary and extraordinary members. Ordinary members have the right to speak, to file applications, and to vote. Extraordinary members are corresponding and sustaining members. They are able to participate in the General Meetings as well as in any committees of the association in an advisory capacity (right to speak).

§ 5 Membership Expiration

(1) The membership terminates in the event of death or termination of legal personality, departure, or expulsion from the association.

(2) Departure is done through written declaration to the Executive Board. Departure may be declared only at the end of a calendar year, with a termination notice of three months to the end of the year.

(3) A member may be expelled from the association by the Executive Board that must adopt this resolution, if the member

a. damaged the association or seriously violated its interests in other respects;
b. personally substantiates another important reason.

Prior to adopting the resolution on expulsion, the member being expelled must be given the opportunity to make a statement. The resolution on expulsion must be adopted and justified in writing and sent to the member. The member being expelled may make an appeal against the expulsion at the next upcoming General Meeting that decides on the final expulsion. Until the decision is made by the General Meeting, the membership rights of the member being expelled shall be suspended in this case.

(4) Upon resignation or dissolution of the association, members are not entitled to assets of the association.

§ 6 Fees

(1) An admission fee is due at the beginning of the membership to acquire ordinary member status. The General Meeting decides on the size of the admission fee. No admission fee is due for non-ordinary members. The General Meeting can decide on annual membership fees.

(2) The ordinary members and the non-ordinary members that join at the foundation of the association are free from any annual fees for the future

§ 7 Bodies of the Association

(1) Bodies of the association are the Executive Board and the General Meeting.

(2) The liability of the executive bodies for violations of the due diligence obligation towards the association is limited to intentional wrongdoing and gross negligence. If executive bodies damage a third party when carrying out its executive activity, then the association indemnifies it against its claims. This shall not apply in the case of an intentional violation of obligation. Section 31a of the Bürgerliches Gesetzbuch (BGB – German Civil Code) otherwise remains unaffected.

(3) The members of these bodies work in an honorary capacity. Executive Board members and members of the association’s committees are entitled to reimbursement of reasonable expenses that arose for them.

§ 8 Executive Board

(1) The Executive Board consists of one to three members: the 1st Chairman, and in case of further members the 2nd Chairman, and the treasurer.

(2) The association shall be represented in and out of court by each Executive Board member individually. In the internal relationship, it is specified that the 2nd Chairman and the treasurer should only exercise their right of representation if the 1st Chairman or the 1st and 2nd Chairman are unable to do so.

(3) The Executive Board is elected by the General Meeting. Only ordinary members are authorized to vote. The Executive Board remains in office until election of a new Executive Board. If an Executive Board member resigns, the remaining Executive Board members may appoint a substitute member for the former member’s remaining term of office.

(4) As a general rule, the Executive Board shall adopt its resolutions in Executive Board meetings that are to be convened by the 1st Chairman – or in the event that is not possible, by the 2nd Chairman – in writing, by telephone, or via email. A convening period of one week must be complied with. An Executive Board resolution may also be adopted by telephone, by video conferencing, or by means of a circulation procedure. The Executive Board meeting is conducted by the 1st Chairman – or in the event that is not possible, by the 2nd Chairman. When adopting a resolution, the majority of the valid votes cast is the deciding vote. In the event of a tie, the vote of the 1st Chairman is the deciding vote. A report on the resolutions of the Executive Board must be kept, which must be signed by the Chairman.

§ 9 Duties of the Executive Board

(1) The Executive Board is responsible for all matters of the association to the extent that they are not assigned to the General Meeting through the Articles of Association or mandatory legal provisions.

(2) The Executive Board conducts the ongoing business of the association. In doing so, it primarily has the following duties:

a. Preparation and execution of measures to ensure purposes are achieved in accordance with § 2(3);
b. Preparation and convening of the General Meeting along with preparation of the agenda;
c. Information of the members with regard to matters of the association, particularly by issuing an annual report.

§ 10 General Meeting

(1) The General Meeting is the ultimate body of the association. In the General Meeting, each ordinary member has one vote. To exercise the right to vote, another member of the association may be granted power of attorney. The power of attorney shall be granted separately for each General Meeting.

(2) The General Meeting is responsible for the following duties:

a. Receiving and approval of the Executive Board’s annual report;
b. Approval of the Executive Board and the cash auditor;
c. Election and removal of Executive Board members and the cash auditor;
d. Determination of the membership contribution amount;
e. Adoption of resolutions on fundamental decisions made by the association.

(3) The General Meeting is convened by the 1st Chairman once in a year; in the event that is not possible, by the 2nd Chairman. The General Meeting must be convened in writing at least one week before the day of the meeting, stating the agenda. The period begins on the day after announcing its convening. An extraordinary General Meeting must be convened if one third of the members file a written application with the Executive Board, stating the reasons. The General Meeting may also be held by telephone or by video conferencing.

(4) Each member may submit an application to the Executive Board to supplement the agenda with other matters, excluding amendments to the Articles of Association, up to three days prior to the day of the General Meeting at the latest. The agenda must be supplemented accordingly by the Chairman of the meeting at the beginning of the General Meeting. The General Meeting issues resolutions regarding applications to supplement the agenda filed at the General Meeting. A three-fourths majority of the valid votes cast are required in order to accept the application.

(5) Each properly convened General Meeting is able to adopt a resolution. The General Meeting adopts resolutions with a simple majority of the votes cast, unless deviating majorities are otherwise stipulated by law or in these Articles of Association. Abstentions are considered non-issued votes. In the event of a tie, the vote of the Chairman of the meeting is the deciding vote. The Chairman of the meeting specifies the type of vote.

(6) A report on General Meeting must be established, which must be signed by the respective Chairman of the meeting. 

§ 11 Managing directors

(1) With consent of the General Meeting, the Executive Board may appoint a Managing Director to organize and lead the association.

(2) Executive Board members are authorized to issue instructions to the Managing Director.

(3) If resolved by the General Meeting, the Managing Director may be appointed as the special representative in accordance with Section 30 BGB.

§ 12 Conference Committee

(1) The association may form a Conference Committee that addresses content-related questions of the organization and the program of the conference carried out by the association. The resolution serves only for the preparation of the Executive Board’s decision. Its decision-making power remains unaffected. The Conference Committee generally holds a meeting twice a year. The committee members shall specify a committee chairman from among their members. When adopting resolutions, the provisions of these Articles of Association on the Executive Board shall apply accordingly. The Executive Board participates in the meetings of the Conference Committee.

(2) All ordinary and corresponding members may participate in the Conference Committee with the right to vote or send a representative to the Congress Committee. Upon resolution of the Executive Board, sustaining members may send a representative in an advisory capacity to the Conference Committee. 

§ 13 Fiscal Year, Auditors

(1) The fiscal year is the calendar year.

(2) The funds of the association are reviewed each year by one or more cash auditors elected by the General Meeting. The cash auditor reviews whether the use of the association’s funds corresponds to budget estimates and whether the accounting was done properly. In this regard, the cash auditor must issue a report to the General Meeting. Instead of electing cash auditors, the General Meeting may entrust a person who is professionally competent in this regard and who is not a member of the association to carry out the auditing duties.

§ 14 Amendments to the Articles of Association, Accession to Property in the Event of
Dissolution

(1) A planned amendment to the Articles of Association as an item on the agenda must be made known when inviting persons to the General Meeting. A resolution to dissolve the association can be adopted only in a General Meeting specifically convened with this agenda. Resolutions on amendments to the Articles of Association or the dissolution of the association require a three-fourths majority of the valid votes cast.

(2) Amendments or supplements to the Articles of Association stipulated by the responsible registry authority or by the tax office shall be implemented by the Executive Board and do not require a resolution to be adopted by the General Meeting. Members must be notified of such amendments or supplements upon invitation to the next General Meeting at the latest.

(3) If the association is dissolved or if tax-privileged purposes end, the assets of the association shall transfer to a legal person under public law or to a tax-privileged corporation to be used for tax-privileged purposes in accordance with § 2(2) of these Articles of Association. The beneficiary organization shall be specified by resolution of the General Meeting

The Articles of Association were resolved in the inaugural meeting of June 13th, 2022 and amended September 19th, 2022.

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