ARTICLES OF ASSOCIATION

Articles of Association

1. Name, Registered Office, Financial Year, Affiliation

1.1 The association bears the name “Internationaler Wirtschaftssenat” (subsequently referred to as „IWS“ or „association“). The association´s registered office is located in Berlin and it is recorded in the register of associations of Berlin-Charlottenburg with the official registration number VR32205B.

1.2 The association´s financial year corresponds to the calendar year.

1.3 The IWS affiliates to the umbrella association of the World Economic Council (WEC).

2. Purpose of the Association/Actions Taken

2.1 The association pursues the purpose exemplified below:

2.1.1 Creating a healthy, environmentally sustainable and socially responsible global market economy;

2.1.2 Promoting business companies, entrepreneurs and chief executives throughout the international economic landscape; Establishing sustainability, corporate social responsibility, ecology, energy efficiency, ethics and morality as key principles to entrepreneurship;

2.1.3 Provision of a competent consultancy forum of high class experts from different economic and political fields on a national and international scale;

2.1.4 Promoting a constructive exchange between economy, politics and science on an international scale;

2.1.5 Supporting and assisting member companies upon expanding their business to new markets and countries;

2.1.6 Support of technologies contributing to the successful development of renewable energies and effective environmental protection;

2.1.7 Promotion of nonprofit and charitable projects;

2.1.8 Promotion of art and culture in general.

2.2 The association´s declared purpose is brought to life through the actions exemplified below:

2.2.1 Providing active member support through the provision of background information and the procurement of immediate contact to foreign offices and global business companies which may offer valuable international support upon entering new countries and markets in order to allow for optimum preparation and orientation, thus facilitating sound and well-balanced business decisions; Fostering a vibrant networking culture among the member companies

2.2.2 Organization and realization of panel discussions, contact forums, expert talks and special events on an international scale;

2.2.3 Global exchange of experiences and realization of international and interdisciplinary cooperation projects with executives, politicians, scientists and business associations;

2.2.4 Realization of cooperation projects with associations, international organisations and business companies;

2.2.5 Donations to charitable and non-profit organizations and institutions;

2.2.6 Foundation and award of rewards and prizes

2.3 The IWS expenses are fully born through membership fees. The institution is not supposed to realize any profit, but to pursue the declared purpose on an intangible level. Should any surplus be generated, these may exclusively be devoted to the institutional purpose.

2.4 The association´s lifespan is unlimited

 

Membership

3. Acquisition of Membership

3.1 The senate is composed of regular members, called the „senators“, and of honorary members, called „honorary senators“. Apart from the liability to pay a membership fee which is not applicable to the honorary senators, both face the same rights and duties.

3.2 Any legal entity, business partnerships, association, club or executive as well as any individual persons who identifies with and avows to the institutional purpose may apply for membership. Each application to the senate is subject to the approval of the IWS Executive Board. In case of legal entities, business partnerships, associations etc. applying for membership, the application form needs to show the company name, nature and purpose of the business and the company address. In case of individual persons, the form needs to show the name, age and profession. For the sake of a balanced member structure, the senate shall – apart from the founding and honorary members – predominantly be composed of legal entities. In well-founded, particular cases – e.g. if a person disposing of valuable professional competences is willing to commit his or her efforts to the advisory board or the Executive Committee - the Executive Board may vote for the appointment of individual persons to the senate.

3.3 The Executive Board has to decide unanimously whether to accept or decline a new member´s application. The Executive Board may decline a new member´s application without being obligated to explain this decision. Upon acceptance of the application, the formal admission to the senate is effectuated through a written confirmation to the new member.

3.4 Individual persons who stand out through an extraordinary identification with the institutional purpose or who earned their merits in an outstanding promotion of the institutional purpose may be appointed honorary senators by the unanimous decision of the Executive Board.

3.5 Membership lasts at least two/four years. The duration of membership is regulated in a separate application for admission. Following expiry of the minimum duration, it shall be extended by a further year if the membership has not been ended in accordance with 4.1.

3.6 For legal persons and partnerships, the association, society or company represented by the senate member shall be subject to contribution obligations arising from membership. Membership is thereby established by the association, society or company. Should the senate member leave the respective association, society or company, the membership of the respective association, society or company shall remain unaffected. In this case, the membership shall continue with the successor to the function or another person who meets the requirements as senate member. Despite the continuation of the membership, the successor must be appointed as senate member by the board.

4. Termination of Membership

4.1 The membership may either be terminated by the member´s voluntary exit or through exclusion from the senate. Furthermore, for natural persons membership shall end upon their death or also upon their dissolution in the case of legal persons.

4.2 Voluntary departure occurs by means of written declaration to a member of the board. It is only permissible to the end of a membership year in accordance with the minimum duration stipulated in the separate application for admission and a notice period of three months.

4.3 The Executive Board may exclude a member from the senate if a severe cause is on hand. A severe cause is given if e.g. a member grossly infringes the institutional interests or if the member falls behind with the payment of contributions and still fails to balance his or her account after reception of two reminders. Before the exclusion can take effect, the member needs to be duly informed, granting him or her a decent deadline and giving him or her the opportunity to explain him- or herself in front of the Executive Board. The resolution of exclusion including a decent justification has to be transmitted to the member via certified mail. The member is entitled to lodge an appeal against the resolution of exclusion in front of the Meeting of Senators. The appeal will produce a suspensive effect to the exclusion. The member´s appeal has to be submitted to the Executive Board within a four weeks´ deadline upon receipt of the resolution. Upon receipt of the appeal, the Executive Board is granted a two months´ deadline to call the Meeting of Senators to pass a resolution regarding the pending exclusion. In case the Executive Board fails to call the Meeting of Senators in due time, the resolution of exclusion becomes invalid. In case the member refrains from his or her right to lodge an appeal in front of the Meeting of Senators or misses the respective deadline, the exclusion will take effect and the membership will be terminated accordingly.

5. Membership Fee

5.1 Members are supposed to pay a membership fee on a regular basis. The individual amount due is calculated on the base of the contribution guidelines currently in force. Any modification to the contribution guidelines has to be proposed to the Meeting of Senators by the Executive Board where it may be released by means of a simple majority. The association may decide for graduated membership fees allocated according to the annual turnover of the individual member company. Individual persons and honorary members are not bound to pay a regular membership fee. The contribution guidelines may further more provide for new members to pay a one-time admission fee.

5.2 Membership contributions must be paid in advance and cannot be reclaimed after termination.

5.3 The Executive Board may suggest to the Meeting of Senators to raise extraordinary contributions from the members in order to fund investments or inevitable one-time measurements.

Body of the Association

6. Body of the Association

The body of the association is constituted of the following boards and committees:

• The Meeting of Senators
• The Executive Board
• The Executive Committee
• The Advisory Board
• The Supervisory Board
• IWS Academy

 

The Meeting of Senators

7. The Meeting of Senators

7.1 Every regular member is accorded a vote in the Meeting of Senators. Honorary members do not dispose of any voting right. Members may consign their voting right in written form to another senator or to an accredited professional committed to professional confidentiality (e.g. a lawyer, tax advisor or an auditor). It is possible for more than one member to commission the same representative, if necessary through exoneration from § 181 BGB. The authorization has to be declared separately for every single Meeting of Senators.

7.2 Unless otherwise specified through these statutes or compulsory legal regulations, the Meeting of Senators covers the following range of responsibilities:

1. Modifications to the statutes
2. Election and dismissal of Executive Board members
3. Acceptance of the Executive Board´s annual report
4. Formal approval of the actions of the Executive Board for the current business year
5. Election/Approval of the Executive Committee
6. Determination or amendment of the membership fee regulations
7. Passing of the resolution to dissolve the association
8. Passing of the resolution regarding a pending exclusion suggested by the Executive Board
9. Election of the Supervisory Board

 
7.3 The Meeting of Senators is entitled to call for the right to submit recommendations with regard to any issue incumbent on the Executive Board. The Executive Board may, vice versa, ask for the opinion of the Meeting of Senators regarding any issue affecting their area of responsibility.
 
8. Convocation of the Meeting of Senators

8.1 At least once every two years, preferably within the last quarter, a regular Meeting of Senators is supposed to be held. In the event of a pandemic or lockdown, a virtual senate assembly may be convened. The Executive Board is obliged to formally invite all members within a four weeks´ term either in writing, by fax or email. The formal invitation needs to comprise the meeting agenda. The term starts counting with the day that follows the send date of the invitation. The invitation is considered to be successfully delivered if it has been sent to the latest email address or fax number communicated to the association by the member. The agenda is set up by the Executive Board.

8.2 An extraordinary Meeting of Senators needs to be convoked immediately by a member of the Executive Board either upon decision of the Executive Board itself or upon written request to the Executive Board by at least a quarter of the members. An extraordinary Meeting of Senators also needs to be convoked in case the number of members to the Executive Board falls below the determined minimum. The regulations to be respected for an extraordinary Meeting of Senators correspond to the regulations stated above for the regular Meeting, despite for the invitation term being reduced to two weeks.

8.3 Until at least one week before the determined meeting date, every member is entitled to make a written application to the Executive Board asking for additional points to be put on the meeting agenda. In this case, the Chairman of the Meeting is obliged to complement the agenda accordingly upon opening the meeting. Applications for a further amendment of the agenda put forward during the meeting need to be agreed upon by the Meeting of Senators. Any amendment applied for on the spot needs the approval of at least one third of the valid votes in order to be accepted.

9. Resolutions by the Meeting of Senators

9.1 In general, the members will pass their resolutions in the course of a Meeting of Senators.

9.2 The Meeting of Senators is chaired by the head of the Executive Board. The General Secretary or the third member of the Executive Board may act in his place if he is unavailable. In case no member of the Executive Board is able to attend the Meeting of Senators, the conference attendees will appoint a Chairman by vote. During elections the chairmanship may be delegated to an electoral committee for the ballots as well as for the preliminary discussions.

9.3 The Chairman of the Meeting will appoint a keeper of records. The records may as well be kept by a non-member.

9.4 The Chairman is entitled to determine the voting method. In case one third of the meeting attendees entitled to vote apply for a written ballot, this becomes mandatory.

9.5 The Meeting of Senators is a closed conference. The Executive Board is entitled though to admit guests. The admission of members of the press, broadcasting or TV stations as well as a possible web presence need to be agreed upon by the members before the Meeting by simple majority.

9.6 If the members have all been invited in due form, the Meeting of Senators is quorate. There is no minimum quorum.

9.7 The Meeting of Senators is entitled to make decisions upon simple majority – vote abstentions will be disregarded – provided that neither the statutes nor any other compulsory legal requirements do prescribe any other majority regulation. Decisions regarding a modification of the statutes require a three-fourths majority, while a majority of four-fifths of the valid votes is required in order to dissolve the senate.

9.8 Elections are subject to the following regulations: In case the first ballot does not bring forward a majority of votes for one of the nominees, a run-off ballot between the nominees holding the two highest polls will be held.

9.9 All decisions made by the Meeting of Senators need to be recorded. These records have to be signed by the Chairman as well as by the keeper of records. The formal records need to be composed of at least the following elements: place and date of the meeting, the names of the Chairman and the keeper of records, the number of members who showed up at the meeting, the agenda, every single voting result as well as the corresponding voting method. In case of modifications to the statutes, the precise wording needs to be recorded.

9.10 The Executive Board is entitled to arrange for the members to take decisions outside of the Meeting of Senators within the limits of these statutes and compulsory legal requirements. These written decisions are subject to the majority regulations stated above for the Meeting of Senators. Votes may be submitted by fax or email provided that the Executive Board explicitly allows for these methods of communication upon summoning the senators´ decision. The Executive Board is obliged to communicate their proposal to every senator in writing, either by fax or email. The Executive Board is entitled to set a time limit to the decision process which may not undercut though a period of two weeks subsequent to the posting of the proposal. Voting is effected through written declaration (by fax or email) to the Executive Board. Non-delivered votes, vote abstentions and belated votes will all be considered invalid. Decisions made by the senators through written voting need to be duly recorded. These records have to be signed by two members of the Executive Board and consequently be communicated to the senators.

 

Executive Board

10. Executive Board, Representation

10.1 The Executive Board is constituted of at least two and not more than three persons: the Executive Chairman and a second member of the Board who may be completed by a second Chairman holding the title of a General Secretary.

10.2 If the Board is constituted of only two members, these are entitled to appoint a third member of the Board in lieu of the Meeting of Senators (cooptation).

10.3 Every Member of the Board is authorised with the power of sole representation.

10.4 The Members of the Board may receive a remuneration for their duties, the amount and structure of which shall be determined by the Supervisory Board at the suggestion of the Board. Any expenses occurring in relation with the fulfilment of these duties will be reimbursed upon presentation of the corresponding receipts.

10.5 The Board may hire auxiliary persons to assist in completion of its tasks or transfer the completion of such tasks completely to a third party.

11. Responsibilities of the Executive Board

11.1 The Executive Board is held responsible for any of the association´s businesses provided these have not been assigned to any other of the association´s boards and committees by the statutes. The Executive Board covers the following range of responsibilities:

1. Judicial and extrajudicial representation of the association
2. Convocation of the Meeting of Senators and establishment of the agenda;
3. Execution of the decisions taken by the Meeting of Senators
4. Establishment of the Annual Report;
5. Representation of the association in public;
6. Realization of the institutional purpose;
7. Conclusion and cancellation of employment contracts;
8. Resolution regarding the admittance or exclosure of members;

11.2 The Executive Board is supposed to cultivate a regular exchange with the Executive Committee in order to join their efforts in developing adequate ideas and measures to bring forth the institutional purpose.

11.3 The Executive Board may set up bylaws. These bylaws may explicitly determine different resorts assigned within the Executive Board as well as the cooperation between the Executive Board and the Executive Committee. Furthermore, the Executive Board may propose bylaws for the Executive Committee. These need to be agreed upon with the members of the Executive Committee who also have to give their approval before these bylaws may be officially passed.

12. Mandate of the Executive Board

Exempt from the cooptation according to section 10.2, the Executive Board will be elected for a period of five years starting with the election day. The Executive Board remains in office though, until a new Executive Board has been elected. Every member of the Executive Board needs to be elected separately. Only members of the senate are eligible to the Executive Board. In case a member of the Executive Board resigns from the senate during his or her mandate, the Executive Board is entitled to elect a substitutional member for the remaining mandate of the leaving executive. Members of the Executive Board may be re-elected several times.

13. Resolutions of the Executive Board

13.1 In general, resolutions of the Executive Board are taken in the course of board meetings convoked by a member of the Board either by letter, email or fax. Board meetings need to be convoked at least five days in advance, the invitation being duly accompanied by a formal agenda. The members of the Board are free though to conjointly refrain from these regulations. The Executive Board is quorate as soon as two members of the Board are present. Resolutions are made through simple majority. In case the Executive Chairman is present, his vote will tip the scales in the event of equality of votes – within the scope of compulsory legal regulations. In case the Executive Chairman is not present, the vote of the General Secretary will turn the balance. Resolutions of the Executive Board need to be recorded in writing, giving place and time of the board meeting, the names of the members present, the resolutions made including the voting results. Board meetings may either be held by personal attendance or by telephone conference.

13.2 In addition to the Board meetings, the members of the Executive Board may as well make resolutions through written correspondence, by fax or email, provided all members formally agreed to the resolution in question.

 

Executive Committee

14. Responsibilities of the Executive Committee

The Executive Committee is constituted of at least one member. The final number of members shall not exceed a total of fifteen. The Executive Board is entitled to appoint a President out of the members of the Executive Committee. The members of the Executive Committee are supposed to be elected by the Meeting of Senators upon proposal by the Executive Board and Committee for a regular mandate of four years. Additionally, new members may be appointed outside of Meetings of Senators by resolution of the Executive Board which needs to be approved though by the Executive Committee – both decisions require a simple majority. Appointments to the Executive Committee made through the resolutions described above need to be approved by a simple majority vote on the occasion of the next Meeting of Senators. In case this approval is denied, the member in question will be considered to have been deselected. 
The Executive Committee and its members cover the following range of responsibilities:

• Representation of the association in public;
• Development of, support of and contribution to all measures considered beneficial to the institutional purpose

The Executive Committee is supposed to cultivate a regular interchange with the Executive Board in order to join their efforts in developing adequate ideas and measures to bring forth the institutional purpose.

Advisory Board

15. Installation, Resignation, Dismissal

15.1 The association may install an additional consultative committee. Each member´s installation will be realized through resolution by the Executive Board. Together the members form the association´s Advisory Board.

15.2 The Advisory Board is supposed to be composed of natural persons who either dispose of extraordinary expertise in a special field of interest or who provide access to an existing expert network.

15.3 Each member of the Advisory Board may resign from his post by simple and informal declaration to the Executive Board. The Executive Board may dismiss a member of the Advisory Board for cause through formal resolution. A cause may be given, e.g., if reasonable doubt is expressed with regard to the professional qualification of the member in question.

16. Responsibilities

16.1 In accordance with the institutional purpose, the members of the Advisory Board will provide the boards and committees of the association as well as the senators with professional advice. Each member of the Advisory Board will be responsible for a specific sector. One sector may be taken care of by more than one board member. The extent of the provided consultancy services needs to be proportionate to the honorary commitment of the board members.

16.2 The members of the Advisory Board provide their commitment on an honorary basis. They are freed of member and admission fees. Potential outlays will be reimbursed.

Supervisory Board

17. Appointment and Period of Office

17.1 The association has a Supervisory Board whose authorizations and constitution are solely specified by these statutes. §§95 ff. AktG (Stock Corporation Act) shall apply to the Supervisory Board neither directly nor analogously. The Supervisory Board is composed of three persons.

17.2 The Supervisory Board is elected during the Senate meeting for a period of five years, starting with the appointment date. However, the Supervisory Board shall remain in office until the Board is newly elected. Only members of the association may be elected. Should a member of the Supervisory Board depart during his/her period of office, the Supervisory Board shall immediately appoint a replacement member for the remaining period of office. (Multiple) re-elections of Supervisory Board members are possible.

18. Tasks

18.1 The Supervisory Board makes all decisions regarding the Board. The Supervisory Board is to elect one its members as Chairperson who shall be responsible for the organization and continuous communication with the Board.

18.2 The members of the Supervisory Board serve on a voluntary basis. Any verified expenses incurred due to their role shall be reimbursed.

19. Resolutions Passed by the Supervisory Board

19.1 The Supervisory Board shall generally pass its resolutions during meetings which are convened by the Chairperson – or any other member in case of his/her absence – in writing by fax or e-mail. The convocation shall be accompanied by an agenda and a convention period of min. 5 days. The Supervisory Board has the quorum in meetings if at least two members are present. The majority of submitted valid votes shall determine the passing of resolutions. Each member shall have one vote. In case of a tied vote, the vote of the Chairperson shall break the tie, if legally permitted. Incidentally, a resolution is not considered as passed in case of a tied vote. Any resolutions of the Supervisory Board must be recorded in the minutes and include location and time of the meeting, the names of the present members, the resolutions which were passed as well as the vote count. Meetings may be convened with everyone present or in the form of conference telephone calls.

19.2 Outside of meetings, resolutions can also be passed privately, in writing by fax or e-mail (each by circulation method or parallel proceedings) if all members of the Supervisory Board declare their consent for the resolution to be passed or participate in the passing of the resolution without reservations.

20. IWS Academy

20.1. The Internationaler Wirtschaftssenat (International Economic Council) "IWS" maintains an Academy with the aim of promoting the understanding of the importance of entrepreneurship in politics, administration, civil society and political apron organizations. The activities of the Academy are especially focused on relevant persons of the target group.

20.2. The Academy has a scientific director and an executive director. appointment of the heads of the Academy is made by resolution of the board of directors.

20.3. The management of the Academy may establish a Board of Trustees to support its objectives.

20.4. To achieve the Academy's goals, the expertise of the IWS senators is also drawn upon.

20.5. The management of the Academy is in regular exchange with the IWS Board of Directors, the IWS Executive Board and the Board of Trustees of IWS Young in order to jointly develop ideas and measures that serve the realization of the goals of the Academy.

20.6 Liquidation of the Association

The liquidation of the association may only be decided by the Meeting of Senators, observing the regulations with regard to the necessary majorities stated under section 9.7. Provided no other regulation is decided by the Meeting of Senators, the Executive Chairman and the General Secretary are authorized to commonly execute the liquidation. These regulations will also have to be respected in case the association is resolved for any other reason or if it loses its legal capacity.

21. Closing Dispositions

21.1 In accordance with the legal guidelines, place of execution and of jurisdiction for any claim between the association and its members as well as vis-á-vis third parties will be the association´s registered office.

21.2 Should parts of theses statutes or any amendments to these statutes turn void, this will not affect the validity of the statutes in total.

21.3 The statutes have been passed by the Meeting of Senators on February 25, 2013 and amended by the Meeting of Senators on November 19, 2020.