Statutes

This page is a translation provided for convenience only. The German version of these statutes is the legally binding one.

Statutes of 22 April 1989
Amended on 16 March 1991, 22 July 2005, 7 November 2009, 10 September 2017, 12 September 2020 and 24 September 2022

Art. 1 Name, registered seat and purpose

Para. 1

The AIESEC-Kreis-Deutschland e.V. (AKD) — renamed AIESEC Alumni Germany e.V. (AAG) by resolution of the general assembly on 16 March 1991 in Willingen — with its registered seat in Bonn pursues exclusively and directly non-profit purposes within the meaning of the section "Tax-privileged purposes" of the German Fiscal Code (Abgabenordnung). The association was founded on 30 October 1964 and is a registered association within the meaning of the German Civil Code (BGB).

The financial year is the calendar year.

Para. 2

The purpose of the association is to promote international understanding as well as education and further education. The statutory purpose is realised in particular through professional events and conferences on social, cultural, political and economic topics at national and international level, as well as through the raising of funds for the Deutsches Komitee der AIESEC e.V. for the realisation of its tax-privileged purposes.

To fulfil its tasks, AIESEC Alumni Germany e.V. may make use of auxiliary persons within the meaning of § 57 (1) sentence 2 of the German Fiscal Code (AO), insofar as it does not carry out the tasks itself.

Art. 2 Selflessness

The association acts selflessly; it does not primarily pursue its own economic purposes.

Art. 3 Use of funds

The association's funds may only be used for purposes set out in the statutes. Except for agreed reimbursement of expenses or the volunteer allowance (Ehrenamtspauschale), members receive no benefits from the association's funds.

Art. 4 Favouring of persons

No person may be favoured by expenses that are unrelated to the purpose of the corporation, or by disproportionately high remuneration.

Art. 5 Dissolution

In the event of the association's dissolution or the discontinuation of its tax-privileged purposes, the association's assets pass to the Deutsches Komitee der AIESEC e.V., which must use them directly and exclusively for non-profit purposes.

Art. 6 Membership

Only natural persons with full legal capacity who were active with AIESEC during their studies, or who actively support the goals of the AAG, may become members of the association.

Membership arises upon admission to the association.

The application for admission must be submitted in writing, preferably stating a valid email address.

The board decides on admission solely on the basis of the admission criteria stated above. Rejections must be justified to the general assembly.

Admission becomes effective upon handing a written admission declaration to the applicant, or upon the admission declaration reaching the applicant by electronic transmission, by the board.

A rejection by the board can only be contested by the general assembly.

There is no entitlement to admission.

Art. 7 Termination of membership

Resignation from the association can only be declared in writing with three months' notice, effective at the end of the financial year. The member must fulfil its obligations towards the association until the resignation becomes effective.

Membership ends upon the death of the member.

Membership also ends through expulsion:

Expulsion from the association is only permissible for good cause.

The general assembly decides on expulsion upon a motion by the board or upon a motion by at least five members of the association.

The board must send the motion for expulsion to the member concerned at least two weeks before the general assembly, whereby the transmission may be in writing or electronic. The board decides on the form of transmission.

The member concerned is entitled to comment on the motion for expulsion to the board before the scheduled general assembly. A written or electronic statement received from the member must be read out at the general assembly deciding on the expulsion. In addition, the member concerned has the right to comment on the motion for expulsion only at the general assembly deciding on the expulsion.

The expulsion requires a resolution by at least two thirds of the ordinary members present at a general assembly. It must be recorded in writing together with the reasons.

The expulsion must be communicated and justified to the member concerned in writing to the last known address, or electronically to the last known email address, within a period of two weeks. In the period between the motion for expulsion and the resolution, the member's rights are suspended.

Removal from membership

A member also leaves the association upon removal from the membership list. A member may be removed from the membership list by resolution of the board if it is in default of payment of the annual fee despite two reminders. Removal may only be resolved if it was threatened to the member in writing (email is sufficient) and at least three months have passed since the threat was sent; the threat may be combined with the second reminder.

Art. 8 Membership fees

Members are charged annual fees. The amount and due date of the annual fees are determined by the general assembly.

Once set, the fee is payable annually in advance and is payable in full for the year of admission.

No admission fee is charged.

Art. 9 Bodies of the association

The bodies of the association are:

• General assembly
• Board
• Advisory council (AAG Advisory Council – AAC)

Art. 10 General assembly

The general assembly is the supreme body of the association, in which every member is represented with a seat and a vote. Proxy voting is not possible. Only members who have paid their membership fee for the current financial year are entitled to vote.

Art. 11 Convening and conduct of the general assembly

Para. 1

The ordinary general assembly of the association takes place once a year. It is convened by the board in writing or electronically (by email) at least four weeks before the start of the assembly, stating the agenda. The board decides on the form of the convocation. If the board decides on an electronic convocation, the convocation, including the agenda, is also published in a prominent place on the association's homepage.

Para. 2

The board must convene an extraordinary general assembly at the request of at least one third of the members, or if it considers this necessary in view of the state of affairs. The convocation must be issued by the board in writing or electronically (by email) within two weeks of the request being made, observing a notice period of six weeks, within no more than three months. Art. 11 (1) sentences 3 and 4 also apply to an extraordinary general assembly.

Para. 3

The convocation is addressed to the address (respective residential address or email address) last made known to the board. The convocation of the assembly must specify the subject matter of the resolutions (i.e. the agenda). Members' motions for the agenda must be submitted to a board member in writing or electronically at least two weeks before the general assembly.

Para. 4

(1) Subject to statutory provisions, the general assembly may be held at the board's dutiful discretion:

• as a physical gathering of the members (so-called in-person event),
• as an in-person event in which members not physically present may additionally participate using technical means of communication (telephone or video conference, chat, etc.) (so-called online in-person event), or
• exclusively using technical means of communication (so-called virtual general assembly).

The default form for holding general assemblies is an in-person event. If the general assembly is held as an online in-person event or as a virtual general assembly, members who participate in the general assembly by technical means of communication are deemed to be present.

(2) The board must state the form in which the general assembly is held in the convocation.

(3) Without a corresponding resolution of the board, no member has any entitlement to participate in an in-person event within the meaning of para. 4 (1) no. 1 by technical means of communication.

(4) The convocation for all forms of the general assembly (para. 4 (1) nos. 1 to 3) is issued in accordance with paras. 1 to 3.

(5) Further details on the procedure, in particular on access to general assemblies within the meaning of para. 4 (1) nos. 2 and 3, are governed by nos. (6) and (7) below.

(6) When holding online in-person events, members who are not physically present are given access to a chatroom or access to a telephone or video conference. Members must log in with their details and a separate password. The password is valid only for one online in-person event. Members who have provided the association with their email address receive the password by a separate email. It is sufficient to send the password two days before the general assembly to the email address last made known to the association. Members of whom the association has no email address receive the password by registering via an online registration tool provided by the association. Once registration is complete, these members likewise receive the password by a separate email.

(7) When holding virtual general assemblies, the provisions of no. (6) apply accordingly.

(8) Members are obliged to keep the password confidential. It may not be passed on to third parties.

(9) The details of registration and ensuring access authorisation and the exercise of voting rights at general assemblies within the meaning of para. 4 (1) nos. 2 and 3 may be governed by rules of procedure, which the board decides on by resolution. In doing so, the board must give appropriate weight to the principle of equal treatment of members.

(10) The board determines, by resolution, the choice of technical framework conditions (e.g. choice of software to be used) for the online in-person event and for the virtual general assembly. In doing so, the board must likewise give appropriate weight to the principle of equal treatment of members.

(11) Technical difficulties that impair participation or the exercise of voting rights at online in-person events and virtual general assemblies do not entitle members entitled to participate and vote to contest resolutions passed and elections held, unless the cause of the technical difficulties is attributable to the association's area of responsibility.

Art. 12 Tasks of the general assembly

The tasks of the general assembly are:

• Establishing guidelines for the work of the association,
• Receiving the board's annual report,
• Controlling and discharging the board,
• Electing the board,
• Electing the auditors,
• Assigning certain tasks to members,
• Setting and determining the due date of the membership fee,
• Amendments to the statutes,
• Motions for a change of purpose and dissolution.

Art. 13 Quorum

The general assembly has a quorum if it has been duly convened and at least ten members entitled to vote, other than the AAG board, are present.

Should this general assembly not have a quorum, the following general assembly has a quorum in any case. This following general assembly must be convened with a notice period of three weeks, referring to the reduced quorum requirement.

Art. 14 Passing of resolutions

The general assembly is chaired by a chairperson of the meeting. The chairperson of the meeting is determined by the general assembly. The board proposes a chairperson of the meeting.

The board appoints a minute taker.

Resolutions of the general assembly are passed by simple majority. However, amendments to the statutes as well as motions for a change of purpose and dissolution require a three-quarters majority of the members present. What matters here is the valid votes cast. Abstentions count as invalid votes.

Voting is generally by show of hands. At the request of at least one of those present, voting must be in writing and secret. In the case of online in-person events and virtual general assemblies, a voting procedure is chosen for this case that is equivalent to a written and secret vote at an in-person event.

Art. 15 Recording of minutes

Minutes of results are kept on the association's resolutions, signed by the board spokesperson, the chairperson of the meeting and the minute taker.

Art. 16 Auditors

The general assembly elects up to two auditors (RLP), who supervise the association's cash transactions. A review must take place at least once a year; the general assembly must be informed of the result. The term of office generally runs for two years and begins at the end of the general assembly at which the respective auditor was elected.

Art. 17 Board

The board consists of at least three, and a maximum of six, persons. The respective serving chairperson of the Deutsches Komitee der AIESEC e.V. is, by virtue of office, an additional, advisory member of the board. The board appoints a spokesperson from among its members; the spokesperson is a board member within the meaning of § 26 of the German Civil Code (BGB) and must be entered as such in the register of associations. The same person may be appointed for a maximum of three consecutive board terms.

Art. 18 Representation of the association

The association is represented in and out of court by the board spokesperson or by a board member to be named by the spokesperson.

Art. 19 Election and term of office

Para. 1

The general assembly elects the board, on the proposal of its members, for two years, whereby only members of the association may be elected to the board. The board is elected individually per candidate. At the request of a member of the association, the board may also be elected as a team.

At the request of at least one voting member present, the election must be held in secret.

The board must be elected by a two-thirds majority of the members present. If no two-thirds majority is reached in the second ballot for a team or for at least three board candidates, a simple majority is sufficient in the next ballot. Re-election of the board is permitted.

Para. 2

The term of office runs from 1 January to 31 December, in each case for two years. The elected board remains in office until a new election. However, the termination of membership in the association also ends the office as a board member. Should the board fall below the required minimum number, an early election will be held, as part of an extraordinary general assembly, regarding the vacant board positions; the board members elected in this way remain in office until the regularly scheduled re-election of the already elected board members.

Art. 20 Resignation

Resignation of the board or of individual board members is possible at any time. Such a decision must — if it has already been determined at that point in time — be communicated to all members when convening a general assembly. If more than half of the board resigns, an extraordinary general assembly must be convened for an early election.

Art. 21 Tasks and duties

Association and body offices are generally held on a voluntary basis. The tasks and duties of the board are in particular:

• Implementing the resolutions of the general assembly,
• Reporting to the general assembly,
• Preparing the income and expenditure statement for the current financial year and budget planning for the following financial year,
• Convening the general assembly.

Where necessary, association activities may be carried out, within the scope of budgetary possibilities, in return for payment of an expense allowance under § 3 no. 26a of the German Income Tax Act (EStG).

The board decides on any paid activity for the association under para. 1. The same applies to the content and termination of the contracts. The board is authorised to commission activities for the association in return for payment of appropriate remuneration or an expense allowance. The association's budgetary situation is decisive.

Art. 22 Board meetings

Para. 1

The board passes resolutions in meetings convened by the spokesperson or by a board member named by the spokesperson. An agenda should be provided. At least two board meetings must be held per financial year. The spokesperson, or a board member named by the spokesperson, decides at their dutiful discretion on the form of the meeting, which may be held as an in-person event, as a video or telephone conference, in a mixed or other form.

Para. 2

The board has a quorum if at least two thirds of its members are present, whereby, in the case of a meeting held as a video or telephone conference or in a mixed form, members who participate in the meeting by technical means of communication are deemed present. The board decides by majority vote. In the event of a tie, the spokesperson's vote decides, or, in their absence, that of the representative named by them for that meeting.

Art. 23 Vote of no confidence

The general assembly may express a vote of no confidence in the board, or in individual board members, while simultaneously holding a new election. A vote of no confidence may only be expressed at a general assembly.

Art. 24 Final provision

The compendium of resolutions passed by the association serves to interpret these statutes. Notification by email to the email address last communicated by the member satisfies the written-form requirement.

Art. 25 Advisory council (AAG Advisory Council – AAC)

Para. 1 Advisory council (AAC)

The AAC consists of at least two and a maximum of ten persons. Advisory council members may be appointed by the AAG board at any time, from among the AAG members, for a term of three years each. Reappointment is possible, as is resignation at any time. Should the number of advisory council members fall below two due to expiry of term or resignation, the last member to leave remains in office until a successor is appointed. Appointments should be made on a rotating basis and with regard to the AAG decades. In addition, the outgoing board spokesperson should regularly be appointed to the advisory council.

Para. 2 Tasks and rights of the advisory council (AAC)

The advisory council:

• advises and supports the board, but is not authorised to issue instructions to it.
• adopts rules of procedure in agreement with the board.
• appoints a spokesperson and a deputy spokesperson from among its members.
• has the duty and the right to invite a general assembly solely in the event that the board fails to convene a general assembly due on a regular basis.

Art. 26 Honorary members

In the event of outstanding achievements by an AAG member for the AAG and/or other national or international AIESEC and/or AIESEC Alumni organisations, the board, together with the auditor(s), may unanimously resolve to grant the status of "honorary member". The rights and duties of the member remain fully intact as an honorary member. However, honorary members are exempt from the obligation to pay fees for life.