Articles of Association

of the Arbeitsgemeinschaft für Gen-Diagnostik e.V.

§ 1 Name and Registered Office

The Arbeitsgemeinschaft für Gen-Diagnostik [Working Committee for Genetic Diagnosis, a registered association] (hereinafter "AGD") is a registered association (VR 6328). Its registered office is in Düsseldorf, Germany.

§ 2 Purpose

1. The AGD promotes and provides interdisciplinary scientific findings in the field of genome research, especially by
   1. exchanging views and transferring technology, and
   2. supporting young scientists
2. The AGD deals with ethical, legal and social problems that may arise for people when biomolecular procedures are applied

§ 3 Non-profit Status

1. The AGD, with its registered office in Düsseldorf, pursues objectives that are exclusively and immediately for the public benefit, within the meaning of the clause on "Tax-privileged Objectives" of the German Fiscal Code.
2. The AGD does not act to make a profit; it does not primarily pursue its own financial objectives.
3. The AGD's financial resources may only be used for statutory purposes. The members shall not receive any payments from the Association's funds.
4. No person may benefit from disproportionately high payments or from expenses that are not in keeping with the purpose of the Association.

§ 4 Membership

1. Anyone with an academic degree and an interest in scientific research in gene technology issues may become a full member of the Association.
2. Corporate bodies may be accepted as sponsoring members; however, they shall not have the right to vote.
3. Application for membership must be sent to the Board, which shall decide whether or not to accept the application.
4. Membership shall end upon receipt of a written notice of resignation, upon the death of the member or by expulsion. Notice of resignation must be sent to the Board by registered mail.
5. Scientists whose work in the field of gene technology was of particular importance and people who have made outstanding contributions to the AGD may be appointed as honorary members; as such, they shall not have the right to vote. The General Meeting shall reach a decision regarding such matters.
6. A member may not refer to their membership for commercial or advertising purposes.
7. To the extent to which their application is not regulated under Item 1., anyone who is interested in scientific issues may become an extraordinary member of the Association without the right to vote.

§ 5 Board

1. The Board consists of a Chairperson and their first and second Deputy Chairpeople as well as two committee members.
2. The Board shall be elected for a period of two years in a secret ballot by simple majority by those members attending the General Meeting.
3. The newly elected Board shall begin to manage the Association's affairs on 1 January of the year following the election. Until then, the previous Board shall remain in office.
4. Should a member of the Board leave before the end of their term of office, the Board shall continue to constitute a quorum. The necessary by-election shall take place at the following General Meeting.
5. The Board may invite guests to its Board meetings.

§ 6 Authority to Represent

Two members of the Board may represent the AGD within the meaning of Section 26 of the German Civil Code.

§ 7 General Meeting

1. n particular, the General Meeting shall be responsible for:
   • the adoption of the annual report and annual accounts of the Board,
   • the election of the Board,
   • the relief of the Board,
   • appointment of honorary members,
   • determination of membership subscriptions,
   • expulsion from the Association,
   • passing resolutions on bylaws, if necessary, and
   • passing resolutions on alterations in the Statutes and bylaws.
2. The General Meeting shall pass resolutions by means of a simple majority unless something else has been determined in these Statutes.
3. To expel a member, a motion by the Board must be passed by the General Meeting with a 75% majority vote.
4. A General Meeting shall be convened at least once a year; it may be held in connection with one of the AGD's scientific meetings. The Board shall send out written invitations to the General Meeting together with the Agenda six weeks before the Meeting. No resolutions may be passed during the General Meeting on items not on the Agenda unless the members present accept such a motion with a 75% majority vote.
5. The Board may convene an extraordinary General Meeting. If one-quarter of all members require such a meeting, explaining the purpose and reason for it, it must be convened without undue delay and take place within two months.

§ 8 Scientific Meetings

1. The AGD shall carry out scientific meetings. The Board shall determine the time and place and give appropriate notice 6 months in advance. The Board shall be responsible for determining the subject of the lectures and selecting the speakers.
2. Each member may make suggestions for the programme. The Board must receive such suggestions at least four months before the date of the meeting.

§ 9 Membership Subscriptions, Cash Audit and Financial Year

1. Members shall be charged an annual membership subscription, which shall be due at the beginning of the calendar year. The General Meeting shall pass a resolution regarding the amount of this subscription. Changes in membership subscriptions shall take effect at the beginning of the following calendar year.
2. Honorary members shall be exempt from the obligation to pay membership subscriptions. For sponsoring members, the adopted membership subscription shall be a minimum rate.
3. After the end of a financial year, two auditors, who have been voted from among the members of the General Meeting, shall carry out a cash audit for the AGD. They shall report to the General Meeting.
4. The financial year shall be the calendar year.

§ 10 Amendments to these Articles of Association

1. A motion to amend the Statutes must be set out together with the reasons for such an amendment three months before the General Meeting, signed by at least one-fifth of all members and sent by registered mail to the Chairperson.
2. he Board shall also be entitled to suggest amendments to the Statutes together with their reasons for such an amendment to the General Meeting. The subject matter of these amendments must be announced to the members together with the invitation to the General Meeting.
3. In accordance with Section 33 of the German Civil Code, amendments to the Statutes must be passed by the General Meeting with a majority vote of 75% of the members present. The purpose of the Association may only be amended if all of the members agree.

§ 11 Dissolution of the AGD

1. A resolution to dissolve the AGD may only be passed if the motion to do so is presented to the Board by at least two-thirds of all members no later than three months before the General Meeting. A resolution to dissolve the AGD must be passed with a majority vote of 75% of the members present.
2. Should the AGD be dissolved or should its previous purposes cease to exist, its assets shall pass to a statutory body under public law or to a tax-privileged statutory corporation to be used for the objectives set out in Section 2.