The DGM Statutes

In the case of inconsistencies in the English translations, the German original version shall prevail. 

The German Materials Society (Deutsche Gesellschaft für Materialkunde e.V.) represents the interests of its members - as a guarantor for the continuous development of content, structure and personnel in the field of materials science and materials technology. The DGM statutes define the legal framework of the association.

In the general meeting 2018 a new version of the statutes was voted on and decided on 01.01.2019 with the statutory majority of at least three quarters. The submission to the register court has taken place, so that the new version of the statutes is now valid.

The following sections are listed in the articles:

§ 1 Aim of the Association

§ 2 Main Office, Representatives and Corporate Year

§ 3 Membership

§ 4 Bodies of the Association

§ 5 The Gerneral Meeting

§ 6 The Executive Board

§ 7 The Advisory Board

§ 8 Executive Director

§ 9 Dissolution of the Association


§ Aim of the Association

  1. The German Material Society, hereinafter referred to as DGM, is a registered society. It pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
     
  2. The aim of the DGM is to promote science and research in the field of materials. Building on its previous activities in the field of metallurgy, the DGM is particularly dedicated to the aspects of materials science in the manufacture, processing and application of materials. Its aim is the promotion of new findings in science and technology, the dissemination of the state of knowledge in this field and the implementation of scientific findings in industrial practice.
     
  3. The purpose of the statutes is achieved in particular by
    • Cooperation of members from science and technology in technical committees and working groups
    • Cooperation with research institutions
    • Cooperation with government agencies to promote research and development
    • Organisation of lecture and discussion conferences
    • Realization of courses and seminars for the vocational further training
    • Initiation and support of research and development projects
    • Cooperation in questions of training
    • Publication of journals and books
    • Cooperation with domestic and foreign companies with related objectives.
       
  4. The association is selflessly active; it does not primarily pursue its own economic goals. The association's funds may only be used for purposes in accordance with the statutes. The members do not receive any contributions from the association's funds. No person may be favoured by expenses which are alien to the purpose of the association or by disproportionately high remuneration.

§ 2 Main Office, Representatives, Corporate Year

  1. The DGM is domiciled in Frankfurt, Amtsgericht (register court) Frankfurt.
  2. It is represented in and out of court by each President individually or by the two Vice-Presidents jointly. These persons are the authorised representatives of the Executive Board as defined in § 26 BGB (German Civil Code). The Executive Board is authorized to appoint a managing director for the general management and execution of the general administrative tasks, who is entitled to represent the company in legal transactions within the scope assigned to him in the sense of § 30 BGB (German Civil Code).
  3. The business year is the calendar year.
  4. The Society is prepared to join larger supranational associations whose aim is the free development and promotion of science.

§ 3 Membership

  1. The Society has individual members and corporate members. Individual members are natural persons. Company members are companies, corporations, institutes, etc. Individual or company members can be full members or only supporting members (supporting members). Insofar as only the term "member" is mentioned below, only ordinary members are meant. Ordinary members have the right to vote in the general meeting and can be elected to all offices of the Society. Supporting members are not entitled to vote in the general meeting. Supporting members, however, have the right to participate in the general meetings and also to express themselves there in an advisory capacity. Supporting members are not eligible for election to the Board of Directors or the Advisory Board.
     
  2. The membership of a sustaining member begins (if applied for) with the payment of the participation fee. The board decides which DGM event should lead to a sponsoring membership upon application. Ordinary membership must be applied for in writing, by telex or electronically. It begins with the payment of the first membership fee. The change from sponsoring membership to ordinary membership is possible at any time upon application.
     
  3. Admission may not be opposed by any legal provisions; it is the responsibility of the applicant to provide proof of this if necessary. Admission may be refused by the Executive Board without stating reasons.
     
  4. Every form of membership expires except by death (in the case of legal entities by dissolution), by resignation, by exclusion or by legal provision. With regard to sponsoring membership, the following also applies: The sponsoring membership is always a temporary membership and expires automatically, without any further action being required, 12 months after the payment of the last participation fee for which a sponsoring membership or its extension was applied for at the same time.
     
  5. Resignation can only take place after all obligations have been fulfilled, by means of a written declaration with a quarterly period of notice at the end of a calendar year.
     
  6. The exclusion may be pronounced by the Board of Directors if there are valid reasons, with immediate effect due to legal provisions, loss of civil rights, gross violation of the Articles of Association or the reputation of the Society. Also longer non-payment of the membership fee can lead to exclusion.
     
  7. The membership fee is determined by the general meeting (§ 5 number 2 letter d). For supporting members, the membership fee is replaced by the participation in a DGM event for which a fee is charged.
     
  8. As a special honour, honorary membership or honorary presidency can be conferred by unanimous decision of the executive committee. Honorary members and honorary presidents have all the rights of ordinary members, without any obligation to pay contributions.

§ 4 The Bodies of the Association

  1. The bodies of the DGM are:
    • The General Meeting of Member
    • The Executive Board
    • The Advisory Board
    • The Executive Director
       
  2. The members of the bodies bear liability to the DGM and its members for damage caused by a perceived breach of duty, only in the case of intent or gross negligence.

§ 5 General Meeting

  1. The general meeting shall take place once a year. It shall be convened by the managing director on behalf of the executive committee with at least three weeks' notice, stating the place, time and agenda, by written invitation of the society members to the last address known to the society. For the calculation of the period the day of the dispatch of the call letter and the day on which the meeting takes place are not included. The date of dispatch is decisive for the timeliness of the convocation. All ordinary members, including honorary members, are entitled to participate and vote.
     
  2. The general meeting decides in particular:
    1. on the election and dismissal of the members of the Executive Board and the Advisory Board in accordance with §§ 6 f.
    2. after receipt of the activity report and the budget report for the completed financial year on the discharge of the Executive Board
    3. on the cash estimate for the current financial year
    4. on the determination of the membership fee
    5. on amendments to the articles of association
    6. about magazines and public events
    7. on the dissolution of the company
    8. about other applications, which are made by the executive committee or from the circles of the members.
       
  3. The general meeting is quorate if at least 5 percent of the members are present. If the meeting does not have a quorum, it shall begin again 15 minutes after this determination with the same agenda. The general meeting then has a quorum irrespective of the number of members present. With regard to the preparation and signing of the minutes of the meeting, § 8 clause 5 applies accordingly. Members may not be legally represented by other persons.
     
  4. The general meeting decides with a simple majority of the valid votes cast. A majority of three quarters of the valid votes cast is required for amendments to the Articles of Association. Abstentions are not counted. Decisions which could affect the tax privilege of the Society because of its non-profit status, in particular decisions on the changes of § 1 and § 9 number 2, may only be made or registered for entry in the register of associations with the prior consent of the local tax office responsible for the Society.
     
  5. The general meeting shall be chaired by both presidents alternately after mutual agreement, or in the event of the prevention of both presidents by the oldest vice-president present, or otherwise by a person to be determined by the general meeting. The chairman of the meeting appoints a secretary. The meetings of the general meeting are to be recorded and signed by the secretary as well as by the chairman of the meeting. Resolutions are to be recorded in their wording.
     
  6. Subject to sentence 2, the Executive Board may also propose written, telex or electronic resolutions. Resolutions passed by circular procedure are not permissible with regard to amendments to the statutes that affect the purpose or with regard to the dissolution of the Association. Section 1 sentence 1 remains unaffected, i.e. a meeting of the members must take place at least once a year. In this case, the result of a resolution passed by circulation must be recorded immediately in minutes.
     
  7. On special occasions, extraordinary general meetings may be convened by the executive committee. Such a meeting must be called when a motion signed by the tenth part of the members is submitted to the board.

§ 6 The Executive Board

  1. The Management Board of the Company is composed as follows:
    1. two presidents
    2. two vice presidents
    3. up to eight observers 
    4. the managing director  
    The two Presidents and the two Vice-Presidents form the Presidium.
     
  2. The members of the executive committee mentioned in number 1 sentence 1 letter a to letter c are elected by the general meeting with the majority of the valid votes cast; abstentions are not counted. Their activity begins with the calendar year following the election. If possible, a president shall come from science and a president from industry. Vice-Presidents should, if possible, run for the office of President after their term of office has expired.
     
  3. The term of office of the board members elected by the general meeting is two years. An assessor may be re-elected once in this function and elected once as Vice-President and once as President irrespective of his term of office as assessor. Re-election as President or Vice-President is only possible after a waiting period of at least two years.
     
  4. The board members elected by the general meeting appoint the managing director (number 1 sentence 1 letter d) with the majority of the valid votes cast; abstentions are not counted. The managing director shall be a member of the executive committee until his dismissal by the members of the executive committee elected by the general meeting; sentence 1 shall apply mutatis mutandis.
     
  5. If a member of the Executive Board elected by the General Meeting resigns during his term of office, the remaining members of the Executive Board shall elect a substitute for the period until the next General Meeting; the next General Meeting shall confirm the substitute or elect another person to the Executive Board, in each case only for the remaining term of office of the member of the Executive Board who resigned prematurely.
     
  6. Subject to § 8 number 7 sentence 1, the activities of the Executive Board members for the Company are honorary, i.e. they do not receive any remuneration, including attendance fees, for their Executive Board activities and the time spent on them. The members of the Management Board shall receive reimbursement for their Management Board activities on behalf of the Company for expenses demonstrably incurred, provided that the payments are reasonable in terms of reason and amount. A flat-rate reimbursement of expenses in accordance with statutory regulations is permissible. The rules governing the reimbursement of expenses shall be determined by the Management Board.
     
  7. The executive committee determines the guidelines of the management of the company and decides in all matters concerning the company, as far as the decision is not bound by the statute to resolutions of the general meeting. It is authorized to make insignificant changes within the framework of the Articles of Association according to its own resolution. It has a quorum if at least half of the members of the Presidium (Number 1 sentence 2) and at least half of the assessors (Number 1 sentence 1 letter c) are present. It passes its resolutions with a simple majority of the valid votes cast; abstentions are not counted. The wording of resolutions shall be recorded.
     
  8. The Presidium prepares the guidelines for the management of the Company and monitors their observance. It is subject to the resolutions of the entire Executive Board. Each member of the Presidium is entitled to call upon the Executive Board for measures and decisions concerning the management of the Company and to request a resolution of the Executive Board. The Presiding Committee reports to the Executive Board on compliance with the guidelines for management. The managing director participates in the meetings of the executive committee as a guest with an advisory function without voting rights. Minutes shall be kept of the meetings of the Presidium.
     
  9. The executive committee prepares the agendas for the meetings of the general meeting, determines their place and invites the managing director to the same.
     
  10. The meetings of the Presidium and the Executive Board shall be chaired alternately by both Presidents after mutual agreement, or by the oldest Vice-President if both Presidents are prevented from attending. Both presidents call the members of the executive committee together as required, but at least twice a year, by the managing director, informing them of the agenda.
     
  11. The executive committee can also take decisions in written, telex or electronic circulation. Section 7 sentences 3 to 5 shall apply mutatis mutandis.
     
  12. The Executive Board and the Presidium may each issue rules of procedure for themselves.

§ 7 The Advisory Board

  1. The advisory board consists of up to 20 members. These are elected individually by the general meeting on the recommendation of the board. Eligible are also persons who are not members of the DGM. Acting board members cannot be members of the advisory board at the same time.
     
  2. The term of office of the advisory board members is four years, beginning on 1 January of the year following the election. Re-election, even several times, is possible.
     
  3. As far as possible, at least three members of the Advisory Board shall be active in
    1. the industry,
    2. of science, 
    3. politics, 
    4. research funding, 
    5. associations, etc. 
    perceive. Furthermore, if possible, three members of the advisory board should be students, doctoral students or career starters. When filling the advisory board, a balanced relationship between science and industry should be strived for.
     
  4. The Advisory Board elects a spokesperson and a deputy spokesperson from among its members, who take part in the DGM Board meetings as guests.
     
  5. If a member of the advisory board resigns prematurely, the advisory board elects a substitute member for the remaining term of office of the resigned member.
     
  6. The DGM-chairmen/presidents of the last three terms of office, who have ended their term of office in the board of directors according to rotation, as well as the members of the executive committee (§ 6 number 1 sentence 2) are permanent guests of the advisory board.
     
  7. The Advisory Board has the task of advising the Executive Board on important decisions concerning the strategic development of the DGM.
     
  8. The activities of the Advisory Board members are honorary. § 6 clause 6 shall apply mutatis mutandis.
     
  9. At least once a year a meeting of the advisory board shall take place. The Advisory Board shall be convened in writing by the Speaker or the Deputy Speaker of the Advisory Board at least three weeks in advance. The Advisory Board must be convened if at least two members of the Advisory Board demand the convening of the meeting in writing. If the request is not complied with within a period of two weeks, the Advisory Board members who have requested the convening of the Advisory Board from the speaker are entitled to convene the Advisory Board themselves. All members of the executive committee have access to the meetings of the advisory board and the right to speak, but no voting right. The members of the Executive Board shall be informed of the meetings of the Advisory Board. The meetings of the Advisory Board shall be chaired by the spokesperson, or in his absence by the deputy spokesperson of the Advisory Board; if he is also prevented from attending, the member of the Advisory Board who has been a member of the Advisory Board for the longest time and is the oldest shall chair the meeting. In case of doubt, the members of the Advisory Board who appear shall appoint the chairperson of the meeting. The members of the Advisory Board may not be represented.
     
  10. The Advisory Board makes its recommendations by passing resolutions. In passing resolutions, the majority of the valid votes cast is decisive; abstentions are not counted. The resolutions of the Advisory Board shall be recorded in minutes and signed by the respective chairperson.
     
  11. The Advisory Board may adopt its own rules of procedure and set up working committees. The rules of procedure are not part of the statutes and can be changed at any time with a majority of the Advisory Board members.

§ 8 Executive Director

  1. The managing director shall conduct the day-to-day business of the company, including the financial affairs of the company, which he shall conduct within the framework of the articles of association, the budget or other instructions. He is responsible to the Management Board for the proper conduct of business and reports regularly to the Management Board.
     
  2. The managing director is in charge of the office which, under his supervision and responsibility, has to carry out the business activities of the association.
     
  3. The Presidium may continuously inform itself about the activities of the Managing Director as well as about the activities of the office.
     
  4. By order of the executive committee, the managing director must send out invitations to meetings in good time; executive committee meetings with a minimum of two weeks' notice, general meetings with a minimum of three weeks' notice, stating the place, time and agenda. The invitation shall be issued in writing.
     
  5. The managing director must draw up minutes of each meeting of the executive board and the general meeting, which must be signed by a chairperson or by both chairpersons. In case of absence, the managing director may be represented by another member of the executive board. The managing director is also responsible for reporting on the lecture and discussion conferences.
  6. A deputy may be appointed by the executive committee for the managing director.

§ 9 Dissolution of the Association

  1. The Society may be dissolved by resolution of a General Meeting expressly convened for this purpose with a two-thirds majority of the valid votes cast; abstentions shall not be counted. If not one tenth of all members entitled to vote are represented at this meeting, the resolution on the dissolution shall be postponed. It can only take place in a new General Meeting duly convened for this purpose. It may decide on dissolution by a two-thirds majority of the valid votes cast, irrespective of the number of members present and entitled to vote; abstentions shall not be counted.
     
  2. In the event of dissolution of the Society or the discontinuation of tax-privileged purposes, the assets of the Society shall pass to the Stifterverband für die Deutsche Wissenschaft, Essen, which shall use them directly and exclusively for the promotion of science and research in the field of materials science or, if this is not possible for actual reasons, for the promotion of science and research in other technical fields.
     
  3. The liquidation of the Association shall be carried out jointly by the two Presidents, unless the General Assembly appoints another person or persons as liquidators.