Statutes of the International Adolph Henselt Society
Content
• §1: Name and Location
• §2: Purpose
• §3: Common Public Interest
• §4: Business Year
• §5: Membership
• §6: Bodies of Society
• §7: General Assembly of Members
• §8: Resolutions passed by the Assembly of Members
• §9: Executive Board
• §10: Executive Board Decisions / Representation of Society
• §11: Dissolution of Society
• §12: Data Protection
• §13: Implementation
The society operates under the name INTERNATIONAL ADOLPH HENSELT SOCIETY. It is based in Schwabach, officially recognized
as a non-profit organization and registered as a society at the Nuremberg District Court under number 602, page 1.
The purpose of this society is the documentation, research and presentation of the compositions and work of Adolph Henselt as well as their historical context, to support the music scene of the city of Schwabach with a close connection to it and the international artistic, pedagogical and scientific exchange in the field of musical culture.
The society shall especially fulfill this purpose by:
a) Documentation and research;
b) Collecting, securing, restoring, and opening up of resources, evidences and monuments;
c) Providing of information, study and performance material;
d) Publications within its scope (issuing of writings, sheet music, recordings, electronic media);
e) Supporting, planning and performing concerts, festivals, courses, competitions, scientific symposia and seminars as well as miscellaneous activities, especially in cooperation with the city of Schwabach;
f) Cooperating with persons and institutions in Germany and abroad and also with the media.
1. The society shall exclusively and directly pursue charitable purposes, according to the paragraph „tax-deductible purposes“ of the German General Fiscal Law, and is not intended for making profits. The society is a charitable organization; it does not primarily pursue its own economic purposes. Neither does it pursue political or religious goals.
2. Society funds shall only be used for statutory purposes. Except for compensation of expenses or allowance for voluntary work, no member shall receive any other allowance from the funds of the society.
3. No person shall be favored by allowances which do not meet the statutory purposes or which are disproportionally high.
4. In case of the society’s dissolution or the cessation of taxprivileged purposes, the funds shall be used for tax-privileged purposes. Any decisions about the future use of funds shall only come into effect after the approval of the tax authority.
The business year shall correspond with the calendar year.
Eligible for full membership shall be natural or legal persons as well as associations without legal capacities.
Membership is divided into:
a) honorary chairperson,
b) honorary members,
c) full members,
d) guest members.
Full members shall comprise of all paying members (natural or legal persons as well as associations without legal capacities). Pupils, apprentices or students may become guest members.
2. The executive board shall decide on the admission of members.
3. Membership shall start with the notification of the decision on admission to the member.
4. All members shall have equal rights.
All full and honorary members as well as honorary chairpersons shall have the right to vote, guest members do not have such right. All full and honorary members as well as honorary chairpersons that are full of age and have full legal capacity shall be eligible, but not guest members.
5. The society´s offices shall be deemed as honorary offices. They can only be exercised by full and honorary members over the age of 18.
6. Every member is obliged to pay the current annual membership fee. Honorary chairpersons and members shall be exempt from paying any fees.
The executive board is entitled to defer, reduce or wave the fees for members experiencing economic hardship during their time of need.
7. Membership shall terminate
a) upon the death of a natural person,
b) at the opening of a liquidation or judicial bankruptcy or settlement proceedings in case of legal persons,
c) upon liquidation of an association without legal capacities,
d) by voluntary resignation at the end of a business year with written notice to the board at least three months beforehand,
e) by exclusion,
f) by removing from the list of members,
g) upon liquidation of the society.
The executive board shall decide upon exclusion of a member after consulting the person concerned. A member shall be excluded after damaging the society’s reputation by his/her behavior, or deliberately violating the society’s purposes, especially by not fulfilling his/her obligations as defined in these statutes. Members concerned shall have the right of appeal to the general assembly of members to oppose the board’s decision of exclusion. The appeal shall have a postponing effect and must be filed to the board in writing within a period of one month after receiving the decision of exclusion. If the appeal is filed in time, the next general assembly following this process must decide on the appeal. If the member does not exercise the right of appeal against the exclusion decision or if he/she misses the deadline, then he/she will submit to this decision with the result that the membership is deemed terminated. A member may be removed from the list of members by decision of the board if, despite two reminders, he/she is in arrears with the payment of the membership fee. The decision of removal
may only be taken after three months have elapsed since the second reminder has been sent and the membership fee debts have still not been paid. The removal is to be communicated to the member.
8. Resigned or excluded members shall have no claims for the return of paid fees or other benefits from the assets of the society.
1. The statutory bodies of society are:
a) the General Assembly of Members,
b) the Executive Board,
c) the cash auditors.
2. A board of trustees may be established after a corresponding resolution of the General Assembly of Members.
§7: General Assembly of Members
1. The General Assembly of Members shall be responsible for:
a) all questions of fundamental importance concerning the association and its management, including the determination of the amount and due date of the membership fee;
b) approval of the budget plan for the next financial year established by the Executive Board;
c) the receipt of the annual activity and cash reports of the Executive Board;
d) the formal approval of the actions of the Executive Board;
e) the election and dismissal of the members of the Executive Board;
f) the appointment of the cash auditors;
g) passing resolutions on changes to the statutes and dissolution of the association;
h) the resolution on the appeal against an exclusion decision of the Board;
i) the proposal and the election of honorary members;
j) the proposal and the election of honorary chairpersons;
k) Honors for members of special services to the society.
2. The ordinary General Assembly of Members shall at least take place once a year and will be called in writing by the Executive Board 30 days in advance with the agenda being sent.
3. An extraordinary general assembly must be called if the interest of the society will require it or if a quarter of all members entitled to vote request it in writing to the board, stating the purpose and reasons. The invitation to the extraordinary general assembly must be made in writing at least 14 days in advance with submission of the agenda.
2. Die ordentliche Mitgliederversammlung findet mindestens einmal im Jahr statt. Sie wird vom Vorstand unter Einhaltung einer Frist von 30 Tagen schriftlich mit Übersendung der Tagesordnung einberufen.
3. Eine außerordentliche Mitgliederversammlung ist einzuberufen, wenn das Interesse des Vereins es erfordert oder ein Viertel der stimmberechtigten Mitglieder diese beim Vorstand unter Angabe des Zwecks und der Gründe schriftlich beantragt. Die Einladung zur außerordentlichen Mitgliederversammlung muss mit Übersendung der Tagesordnung mit mindestens vierzehntägiger Frist schriftlich erfolgen.
§8: Resolutions Passed at the Assembly of Members
1. The General Assembly of Members shall be chaired by the president or another member of the Executive Board. If no board member is present, the chairperson shall be determined by the General Assembly. In elections, the chairing of the assembly can be delegated to an election committee for the duration of the ballot and the preceding discussions.
2. In each general assembly, every member has one vote. A member is entitled to authorize another member in writing to exercise his/her right to vote. The authorization must be issued separately for each general assembly. Each member may not represent more than three other members in a ballot.
3. The General Assembly of Members has a quorum if at least 10 percent of all members of the society are present. If the assembly has no quorum, the Executive Board is obliged to call a second General Assembly with the same agenda within a period of 30 days. This second assembly will have a quorum regardless of the number of members present, which should be pointed out in the invitation.
4. Normally, a general assembly can pass resolutions by a simple majority of the valid votes cast. Abstentions are not considered. Resolutions concerning the society statutes and membership fees require a two-thirds majority, resolutions regarding the dissolution of the society require three-quarters majority of the valid votes cast.
5. The type of vote is proposed and approved by the General Assembly.
6. If in the first ballot no candidate has achieved the majority of the votes cast, a runoff vote shall be held between the two candidates who received the highest number of votes.
7. Resolutions of the General Assembly of Members shall be recorded and signed by the respective chairperson of the assembly and the secretary who was appointed by this chairperson and does not need to be a member. These minutes shall contain the following information: the place and time of the assembly, the names of the chairperson and the secretary, the names of the members present (which can be realized in the form of an attendance list attached to
the minutes), the agenda and each decision together with its particular voting result. Changes to the society’s statutes must be reproduced in their exact wording.
1. The board shall consist of two equal chairpersons, the treasurer and four other board members.
2. The board may include an honorary chairperson with an advisory vote.
3. The Board shall be elected by the General Assembly of Members for a period of three years and remain in office until the new election of the board took place. Re-election is permissible. If a member of the Executive Board withdraws earlier, the Executive Board shall have the right to nominate a provisional member of the Executive Board who will remain in office until the next general assembly.
4. The executive board manages the society and is responsible for all matters that are not assigned by the statutes to other bodies of society. Above all, the board shall have the following tasks:
a) Preparation of the General Assembly of Members and drawing up of the agenda;
b) Calling of the General Assembly of Members;
c) Execution of the resolutions of the General Assembly of Members;
d) Preparation of the budget for each financial year, accounting, preparation of the annual activity and cash report;
e) Passing of resolutions concerning the admission, removal and exclusion of members;
f) Establishment of rules of procedure and guidelines for the operation of the society;
g) Recruitment of employees;
h) Forming of a board of trustees;
i) Establishment of a scientific advisory board;
j) Recommendation and decision on honors of members for their outstanding achievements to the society.
Legal transactions amounting to more than € 1,000.00 shall only be binding for the society if the majority of the General Assembly of Members granted their approval for each individual case or by a submitted budget plan in advance. Legal transactions of less than € 1,000.00 (except services for regular operations) need to be signed by at least one of the two chairpersons and one other member of the executive board to be binding for the society.
5. If an advisory board was formed or a board of trustees established, the executive board is obliged to seek the opinion of the advisory board in all important matters or, respectively, to put all documents and information at the board of trustees’ disposal which are necessary to fulfill their tasks.
6. The board of trustees shall consist of leading figures from politics, administration, church, science, culture and business.
7. The board of trustees has the task of supporting and advising the executive board as well as giving the society support and profile in public. The board of trustees is to be informed by the executive board about all important questions concerning the society.
§10: Resolutions of the Board / Representation of the Society
1. The Executive Board shall meet after being invited by the chairperson or upon request of two other members of the Executive Board. Board meetings are chaired by the chairperson or, in the event of his/her absence, by the other chairperson.
2. The Board has a quorum if at least three of its members are present. They shall pass resolutions by a simple majority of the members present. In case of a tie, the vote of the chairperson shall decide. Abstentions and invalid votes shall not be counted.
3. In particular exceptions, resolutions may be taken by written procedure or via telecommunication. These cases are to be presented at the next board meeting.
4. Resolutions of the board meeting shall be recorded in minutes to be signed by the secretary and the chairperson of the meeting.
5. The society shall be represented in and out of court by one of the two chairpersons (§ 26 German BGB).
§11: Dissolution of the Society
A request for dissolution of the society can be made by
a) the board,
b) at least one third of all members of the society.
The society shall be dissolved upon resolution of the General Assembly of Members. Such resolution shall only be passed in an assembly which was convened solely for this purpose. Such meeting must be called by the board in form of a registered letter with thirty days’ notice. The invitation must include an invitation
letter stating the unambiguous purpose, location and timing of the meeting, an agenda and a written and justified request for dissolution of the society. The assembly shall have a quorum if at least two thirds of all members entitled to vote are present. If the meeting is not quorate, the convening of a second meeting shall take place in the same manner as described above within thirty days. In this meeting, the dissolution can be decided without regard to the number of members present and entitled to vote. In both cases, the decision for dissolution shall require the approval of three quarters of the votes cast. Abstentions and invalid votes shall not be counted.
2. The General Assembly of Members shall appoint two authorized liquidators for the financial execution of operations.
3. Upon dissolution, the assets of the society shall fall to a cultural, charitable purpose.
§12: Data Protection
1. The society collects, processes and uses data of its members.
2. The way it is collected, processed and used, the scope and prerequisites shall be determined by the General Assembly in a privacy policy.
§13: Implementation
These statutes shall come into effect on 27th October 2002 (resolution of the founding assembly of 27th October 2002).
The 1st Amendment to the Statutes of the society shall come into effect on the date of the resolution by the General Assembly and the entry into the Registry of Societies (resolution of the General Assembly of 8th October 2016 and entry in the Registry of Societies of the Nuremberg District Court on 20th July 2017).
