Isoflavone Research Initiative

Isoflavone Research Initiative

§ 1 Name, seat and fiscal year of the association

1. The association carries the name „Isoflavon-Forschungs-Initiative e.V."
2. The seat of the association is Tussenhausen
3. The fiscal year is the calendar year
4. Having been registered the association carries the suffix "registered association“ ("eingetragener Verein") in the abbreviated form „e.V."

§ 2 Purposes of the association

1. The purpose of the association is the support of research with isoflavones and isoflavone-containing plant preparations for the maintenance of human health, and the information of the public on such research results.
2. The purpose of the statutes is especially reached through performing scientific events and research projects, as well as by building an information platform for consumers.
3. Within its possibilities the association can also conduct own research.
4. Financial means of the association can be used for contracting research projects and for the generation of consumer information.

§ 3 Non-profit-status of the association

1. The association has exclusive and direct charitable purposes in the support of science and research as well as in the support of consumer information and consumer protection in the sense of Article 52(2) No. 1 and No. 16 of the section „benefitting from tax concessions“ of the German tax legislation.
2. The association is acting selflessly; there are no economic intentions.
3. The financial means of the association can only be used for purposes fitting to the intentions of the statutes. Members do not receive allocations of funds of the association just for being members. The payment of travel costs and expenses of the usual kind when working on behalf of the association does not fall under this regulation. No member must benefit from expenses not within the scope of the aims of the association, or from unreasonably high fees.

§ 4 Membership

1. Any natural person or legal entity interested in the aims of the association may become a member. A precondition of acceptance is an application to the board. The board decides on the admission.

Membership ends:
a) with the death of a natural person;
b) with the deletion of a single company or trade organisation from the trade registry, or, in case of legal entities, with their dissolution;
c) with insolvency;
d) by written notice of withdrawal, addressed to the board; or
e) by exclusion from the association.

2. Members which have significantly offended against the interests of the association may be excluded by a decision of the board. Prior to exclusion a written statement of the member has to be obtained.

3. A membership fee can be decided upon by the general assembly, if necessary for attaining the aims of the association. The membership fee has to be paid in advance for one year in the first quarter of the business year.

§ 5 Organs of the association

The organs of the association are
a) the members meeting;
b) the board.

§ 6 Members meeting

1. A regular members meeting is to be held annually, if possible within the first quarter of the year. It especially decides on
   a) changes of the statutes;
   b) appointing and relieving of members of the board and their exoneration, the number of board members and the duration of their appointment;
   c) the annual statement of accounts and the budget for the running fiscal year;
   d) the amount and the due date of membership fees;
   e) the exclusion of a member;
   f) the dissolution of the association and the use of its financial means.
2. The board calls in the members meeting by written invitation of the members and declaration of the agenda. The invitation must be mailed at least three weeks prior to the meeting. Every member can submit an application for changes of the agenda to the the board until up to one week before the meeting.
3. Members meetings can also be held using modern means of electronic communication media, e.g., by telephone conference or using internet communication platforms.
4. The meeting has a quorum when at least five members are present or represented by given authorization. In case of the absence of a quorum a new members meeting can be called in after at least four weeks. This new meeting will have a quorum regardless of the number of present members or members represented by authority, if explicitly defined in the invitation.
5. Every member has one vote. The majority of present members decides in passing of a resolution. In the event of a tie the vote of the members of the board is decisive. Abstention counts as an invalid cast of vote. The method of voting is decided by the board. If not unanimously accepted as vote by acclamation, votes are in written by ballot paper. Decisions to change the statutes or the aims of the association, respectively decisions to dissolve the association require a majority of two thirds of the present members.
6. A protocol signed by the minute-taker and the board is to be made on the negotiations of the members meeting. The minute-taker is designated by the board and does not need to be a member of the association. The protocol must be accessible to the members within six months.
7. An extraordinary members meeting is called in when this is required by the interests of the association, or when at least 20 percent of the members send a written demand for a meeting to the board, defining the reasons and aims for the demand. If the board does not follow this demand, the members are entitled to call in a members meeting by themselves.

§ 7 Board

1. The board consists of a chairperson, a deputy and maximally three other members. Only members of the association may be designated as board members. The election of every single position is made by the members meeting for the duration of a maximum of three years. Upon termination of the term of office the board will remain in office until a new board is elected. If a member of the board prematurely terminates his office, a replacement is elected by the members meeting for the remainder of the term of the member of the board withdrawn from office.
2. The board manages the activities of the association and is responsible for the execution of decisions taken by the members meeting.
3. The board in the sense of §26(2) of the German BGB consists of the president and a deputy. Both are entitled to represent the association. The deputy may, however, only make use of the authority to represent the association when the president is prevented from attending.
4. In meetings of the board taking place at least once annually, the board decides with the majority of present members. A protocol has to be made. Board meetings are called in by the president and/or the deputy. The board may define standing orders for itself.

§ 8 Finances
The fiscal year corresponds to the calendar year. Income and expenditure shall be balanced. At the end of each fiscal year the board has to present the calculation of income and expenditure, and to explain the development of the budgetary situation of the association. The principles of orderly book-keeping have to be respected.

§ 9 Advisory board
The board may create an advisory board for scientific counseling, consisting of scientists working and doing research in the area of activities of the association. In the case of the creation of an advisory board the board is obliged to inform the members meeting in written on the appointment of members of the advisory board. Members of the advisory board have a right to speak in the members meeting.

§ 10 Logo of the association

1. A logo is developed for the association.
2. The board creates rules for the use of the logo and the media of the association. Members can only use the logo and the media of the association when the rules defined by the board are respected. Using the association’s logo may also be permitted to non-members.

§ 11 Dissolution

1. The dissolution of the association must be decided upon by the members meeting with a majority of two thirds of the members. The dissolution follows the rules defined by the German Federal law BGB.
2. When the association is dissolved or the purposes of the association can no longer be reached the financial means of the association shall be transferred to the German Menopause Society e.V. which may immediately and exclusivly use the funds for public welfare purposes.

Mattsies, March 2, 2011