This text, which is offered in other than the German language, is solely a service for people who don't understand German. The legally binding language is German.
Current statutes: as of 24th March 2022, also available as German pdf
The association bears the name "Gesellschaft für Biologische Systematik e. V."
The association is based in Berlin.
The association is hereinafter referred to as "Society."
The association has been entered in the association register.
(1) The purpose of the Society is to promote scientific research into biological diversity (biodiversity). This includes, in particular, the taxonomy, phylogenetics, and systematics of recent and fossil organisms, including the dissemination of relevant knowledge.
(2) To achieve this purpose, the Society may hold scientific conferences dealing with scientific topics related to biological systematics. In addition, the society may publish scientific papers, promote biological systematics to the public at all levels in the spirit of non-profit activity, contribute to the scientific promotion of the expansion and development of natural history research collections and to the professional qualification of young scientists and members, and take other relevant measures (e.g., the formation of scientific working groups for specific issues and the non-profit maintenance of the scientific exchange of experience in a national and international context).
(1) The Society pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code (Abgabenordnung) in its currently valid version. It acts altruistically and does not primarily pursue its own economic purposes.
(2) The company's funds may only be used for the purposes specified in the statutes.
(3) Members shall not receive any payments from the Society’s funds. No person may benefit from expenditures that are not related to the purpose of the Society or from disproportionately high remuneration.
(4) Upon termination of membership in accordance with § 10 or upon dissolution or termination of the Society, members shall have no claim to any kind of repayment. Likewise, there shall be no claim to the Society's assets.
To promote the purposes set out in its statutes, the Society collects membership fees and may accept inheritances and donations and use any other funds that come into its possession.
The fiscal year is the calendar year.
(1) Any natural or legal person or corporate entity may become a member of the Society, namely:
a) Individuals as full members,
b) Associations, organizations, and social groups, as well as companies and other public and private entities, including scientific institutes, as collective members.
(2) The application for membership must be submitted in writing to the managing director. The Joint Board shall decide on admission.
(1) Members are required to pay the respective annual membership fee by March 31 of each year. The membership fee is determined by the general assembly. Any reminder fees shall be borne by the member.
(2) The general assembly may set different membership fees for individual and collective members. It may allow lifetime membership to be acquired in return for a one-off increased fee. The general assembly may also reduce the membership fee for certain categories of members.
(1) Members have the right to participate in all events organized by the Society. They have a seat and a vote in all general assemblies. Collective members exercise their voting and election rights through a person authorized by them in writing.
(2) Members receive free access to the online version of the Society's journal; an additional membership fee is charged for a printed version. Membership entitles members to purchase other publications of the Society at a reduced price. The conditions are determined by the Joint Board.
(3) Members have a duty to promote the society and its objectives and to comply with the society’s articles.
(4) If members are more than six months in arrears with their membership fee payments, their membership rights are suspended until all outstanding amounts have been paid in full.
(5) The courts at the society’s registered office shall have jurisdiction over legal disputes between members and the company.
(1) The general assembly may appoint individuals who have rendered outstanding contributions to the scientific goals of the Society as honorary members. The appointment shall be made by resolution of a general assembly with a justified two-thirds majority based on a proposal signed by at least 10 members and submitted to the Executive Board.
(2) Honorary members have the same rights as regular members; they are not required to pay dues.
(1) Membership shall end:
a) upon the death of the member,
b) in the case of collective members, upon dissolution of the corporate body,
c) by written notice of resignation at the end of the fiscal year, which must be received by the managing director by October 31 of the current fiscal year,
d) by exclusion from the Society.
(2) The Joint Board shall decide on exclusion from the Society. Reasons for expulsion are:
a) if the member is more than one year in arrears with the payment of membership fees despite two reminders,
b) if the member acts contrary to the interests of the society or damages its reputation. The person concerned has the right to appeal at the next general assembly.
The Executive Board within the meaning of § 26 of the German Civil Code (BGB) consists of the President, the First Vice President, the Second Vice President, the Managing Director, and the Treasurer. Two of the members of the executive board are authorized to sign in accordance with § 26 of the BGB.
(1) The management of the company is in the hands of the Joint Board.
(2) The Joint Board consists of the Executive Board, the Editor, and assessors, whose number is determined by the General assembly. They shall represent the various disciplines or groups of biological systematics.
(3) The members of the Executive Board serve in an honorary capacity.
(4) Their term of office is two years and ends with the election of the next Joint Board.
(1) The entire board is elected by the general assembly from among the members.
(2) The election of the members of the Joint Board shall be conducted individually and, if more than one person is standing for election, by written ballot and in secret. The candidate who receives more than half of the valid votes cast (not counting blank votes) shall be elected. If no one achieves this majority, a runoff election shall be held between the two people with the most votes.
(3) The rules of procedure for the society (§17 (5) (i)) govern the modalities for nominations for the entire executive committee and for the election of assessors. The President, First Vice President, and Second Vice President may only be re-elected twice in succession for the same office.
(4) If a member of the Executive Board resigns during their term of office, the latter is entitled to elect a successor. The by-election must be submitted for confirmation at the next ordinary general assembly.
(1) The President chairs the meetings of the Executive Board and the general assembly. If the President is unable to attend, he or she is represented by the First Vice President. If the First Vice President is also unable to attend, he or she is represented by the Second Vice President.
(2) The Managing Director takes care of the current business in agreement with the rest of the Executive Board. He/she takes minutes of every board meeting and general assembly, which are countersigned by the President.
(3) The editor is responsible for publishing the Society's publications.
(4) The Treasurer collects membership fees, manages the treasury, and administers the Society’s assets. He/she prepares the accounts for the general assembly and arranges for the audit of the accounts.
(5) The entire board shall determine its own rules of procedure. It shall meet at least once a year and shall pass interim resolutions in writing. Resolutions shall be passed by a majority vote; in the event of a tie, the vote of the President decides.
The auditor and his/her deputy are elected annually by the general assembly for a term of one year. They do not have to be members of the Society and may not be members of the executive committee. The auditor or his/her deputy audits the Society’s accounts and reports to the general assembly.
As a rule, an annual scientific conference shall be held, the location and date of which shall be announced at least two months in advance by means of suitable announcement.
(1) The ordinary general assembly takes place annually and usually during the annual conference. The invitation to the general assembly shall be sent in writing to all members at least four weeks in advance, together with a proposed agenda. Written form includes electronic transmission.
(2) The Joint Board is obliged to place motions submitted by at least six members on the agenda, provided that these are received by the President at least six weeks before the date of the assembly.
(3) The entire Joint Board shall report to the general assembly on the last financial year. It shall present and explain the accounts for this period and read out or have read out the auditor's report.
a) The general assembly shall constitute a quorum, provided that it has been duly convened.
b) The general assembly shall decide by a simple majority of votes, unless otherwise provided for in the statutes.
(4) The general assembly
a) decides on its own agenda in accordance with the proposal of the Joint Board; the general assembly decides on the inclusion of motions on matters not announced in the proposed agenda by a three-quarters majority,
b) receives the activity report of the President, the financial report of the Treasurer, and the report of the cash auditor for the previous fiscal year,
c) decides on the discharge of the Executive Board,
d) elects the auditor and his/her deputy,
e) decides, at the request of the Joint Board, on the amount of membership fees for the following year,
f) elects the members of the Joint Board at the end of their term of office,
g) assumes all other responsibilities that fall within its remit in accordance with these statutes or are assigned to it by the Joint Board,
h) determines the venue for the following year's general assembly or instructs the Executive Board to determine it,
i) adopts rules of procedure for the Society.
(1) The entire Joint Board may convene extraordinary general assembly for special reasons.
(2) He must do so if at least one-fifth of the members request it in writing, stating the desired agenda.
(3) The assembly must be convened within four weeks of receipt of the request, must include the location, date, and agenda, and must be communicated to each member at least fourteen days in advance.
(1) Amendments to the Statutes require approval of two-thirds of the voting members present at a general assembly.
(2) Amendments must be communicated to the members in writing, together with the invitation to the general assembly.
(3) Amendments to the wording during the general assembly are permitted.
(4) If formal changes are required by the courts, supervisory authorities, or tax office in connection with the founding transaction, the Executive Board shall decide on these without the approval of the general assembly.
(1) The dissolution of the Society can only be decided upon at a general assembly convened for this purpose.
(2) The resolution to dissolve the Society requires the approval of two-thirds of all members entitled to vote, whereby members who are not present may vote in writing.
(3) In the event of the dissolution or termination of the Society or the discontinuation of tax-privileged purposes, the Society’s assets shall, after all liabilities have been covered, be transferred to another scientific body or institution recognized as a non-profit organization for tax purposes, which shall use the assets exclusively and directly for scientific purposes in accordance with § 2 of the statutes. § 3, item 4 shall apply.
(4) Unless otherwise decided by the general assembly, the President and the First Vice President, or, in case of their absence, the President and the Second Vice President, are jointly authorized liquidators.
