Bylaws

Bylaws of the German Society for Cell Biology
(Deutsche Gesellschaft für Zellbiologie e.V.)
(as enacted at the General Meeting held at Regensburg on March 19th, 2014)

§ 1 Name and Registered Office of the Society, Register of Associations
The Society shall be named “Deutsche Gesellschaft für Zellbiologie”, in English: “German Society for Cell Biology”. Registered Office is Heidelberg. The Society is registered under number 888 at the registration office with the district court of Mannheim.

§ 2 Purpose of the Society
(1) The German Society for Cell Biology exclusively and directly pursues non-profit objectives as defined in section “tax-privileged purposes” (“Steuerbegünstigte Zwecke”) of the German General Fiscal Law (Abgabenordnung).
(2) Purpose is the promotion of science.
(3) This chartered purpose is achieved in particular by representing the interests of Cell Biology as a multidisciplinary, comprehensice science in its own right in Germany or abroad. The Socienty shall communicate information on activities in the field of cell biology or related areas (congresses, classes on techniques and practices, co-operation projects, scholarships, exchange of scientific staff, etc.) from foreign and international societies of cell biology to its members. Conversely, it shall transmit such information originated in the German sphere to the interested foreign or international institutions. Furthermore, the Society shall, in restricted scope, contribute to the financing of certain scientific activities, domestic or abroad. It shall act as central source of information on demand and supply of career openings and scholarships for cell biologists. The society shall hold meetings and congresses and bring forward suggestions for the improvement of the state of German cell biology in certain areas of activity.

§ 3
(1) The Society acts in a disinterested way; it shall not primarily pursue own economic intents.
(2) Funds of the Society must be used for the intended purposes as specified in these bylaws only.
(3) No individual may benefit from cash disbursements foreign to the intended purposes of the Society or from inappropriately high remuneration.
(4) Upon termination of the Society or upon discontinuation of its intended purpose, the totality of the Society’s funds shall pass to the Deutsche Forschungsgemeinschaft, which may use it exclusively and directly for non-profit purposes.

§ 4 Membership
The Society consists of active members and honorary members. In addition, sustaining membership is possible. Active membership is open to any scientist active in an area of cell biology upon written request. Membership becomes effective with the written confirmation by the Society’s management and receipt of membership fees for the running year. Honorary members are nominated by the Executive Committee and supposed to be excellent cell biologists with a trusted scientific track record. They are exempt from membership fees. Their number is limited to 20.
Membership and honorary membership is not limited to citizens of the Federal Republic of Germany. Membership shall end upon withdrawal or death. Withdrawal is realised by written notice to the Secretary of the Society, effective at the end of the legal year.
The Executive Committee may exclude members who have not paid their membership fees in two consecutive years from the Society, if a reminder fixing a period of two weeks and stating the possibility of exclusion fails.

§ 5 Bodies of the Society
Bodies of the Society are:

(1) The General Meeting
As a general rule, the General Meeting shall be held once a year, if possible in springtime, however, at least once every two years. Invitations including the agenda shall be sent to all members and honorary members at least four weeks prior to the intended date with publication in the newsletter of the Society. The General Meeting deals in particular with the following issues:

1. Confirmation of the previous meeting’s protocol
2. Annual report by the President and discussion
3. Annual report and financial statement for the concluded legal year by the Chief Executive Officer and the Vice Chief Executive Officer
4. Report by the two auditors
5. Discharge of the Executive Committee
6. Approval of budget and of annual membership fees
7. Announcement of election result and introduction of the new Executive Committee and Advisory Board into office
8. Reports from commissions
9. Election of dedicated commissions
10. Other issues

Suggestions for the agenda are to be directed to the Executive Committee. However, proposals for the agenda may only be taken into account if they are filed in written at least five weeks before the General Meeting with the Executive Committee. The General Meeting shall be called and conducted by the President or, upon incapability of the latter, by members of the Executive Committee in the order in which they appear in Section II. Protocols shall be signed by the chairman and the Vice Chief Executive Officer of the Society. Upon incapability of the Vice Chief Executive Officer, the chairman will designate another person to keep the minutes and sign the protocol. The Executive Committee shall send the General Meeting’s protocol to all members by publication in the newsletter.

(2) The Executive Committee
The Executive Committee (Vorstand des Vereins) as required in §26 of the German Civil Law Code (Bürgerliches Gesetzbuch) consists of

1. The President
2. The Vice President
3. The Chief Executive Officer,
4. The Vice Chief Executive Officer,. He is at the same time deputy to the General Manager.

Members of the Executive Committee are elected among the active members by secret vote. This is achieved either by postal voting or by an anonymized onling voting via a secure internet connection. Results of the election will be established by an Election Board made up of two members of the Executive Committee. A protocol stating the result of the election shall be established and signed by these two members of the Executive Committee. The result of the election shall be disclosed at the General Meeting. A candidate obtaining absolute majority of the votes cast in the first round is elected. Otherwise, the two candidates with the highest number of votes shall pass into a second ballot (runoff). The President leads and represents the Society. The Vice President supports the President and acts as a substitute for him if need be. The General Manager conducts the Society’s daily business; he is supported by the Vice Chief Executive Officer. President and Vice President are granted full powers of representation each. All other members of the Executive Committee represent the Society as a pair only. The term of office of an Executive Committee begins with the acceptance of and introduction into office during a General Meeting. It ends with resignation from or the introduction of a successor into office. Elections to the Executive Committee shall be held every two years. Upon premature resignation of a member of the Executive Committee the remaining members are entitled to select a successor or to entrust individual members of the Executive Committee with multiple offices. Following a motion sponsored by at least ten members of the General Meeting, the Executive Committee as a whole or individual members thereof can be voted out of office, requiring a majority of the votes cast. A vote out of office calls for immediate elections to the Executive Committee.

(3) The Advisory Board
The Advisory Board advises the Executive Committee in all plans and objectives that exceed the Executive Committee’s term of office. The Advisory Board is composed of three members of the Society of outstanding merit, elected every two years by the active members. Term of office for members of the Advisory Board is 2 years; the electoral procedure is the same as with the executive committee. Besides the elected members, the following shall also be members of the Advisory Board: (1) the last annual meeting’s president (until the next annual meeting, i. e. for one year) and (2) the former president (for two years). In addition, the Executive Committee shall nominate further members to the Advisory Board for a two years term such as to reach a total of eight to twelve members. Re-election and/or re-nomination are possible. The term of office of the Advisory Board begins with the acceptance of and introduction into office during a General Meeting, or with nomination, respectively.

(4) Auditors
The General Meeting elects two Auditors for a term of two years. The General Manager and Vice Chief Executive Officer are obliged to submit the annual financial statement by 1st February of the following year to the two Auditors. Auditors may be re-elected without limit.

(5) Commissions and Delegations
The Society may, by way of resolution by the General Meeting or by order of the Executive Committee, institute Commissions to work out specific issues, or send Delegations to represent the Society at scientific or social events. Members of a Commission shall be elected by simple majority of the General Meeting for a specific term not exceeding two years. The Commissions and Delegations shall organise their work in a cooperative way at their own discretion.

(6) Extraordinary General Meeting
Upon written request of at least a third of the Society’s members, the Executive Committee must call an Extraordinary General Meeting, stating the agenda with the call. Alternatively, a majority of the Executive Committee may call an Extraordinary General Meeting, if need be.

§ 6 Amendments to these Bylaws
Amendments to the Bylaws are reserved to the General Meeting, which must enact them with at least two thirds of the votes of the members present. Motions to amend the bylaws are to be filed early, as specified for any suggestions for the agenda, and shall be enclosed with the invitation to the General Meeting. In the invitation letter and when announcing the agenda on the meeting, the mention of “Amendments to the Bylaws” shall be sufficient, without need to state such amendments in detail.

§ 7 Regulations for the Termination of the Society
Termination of the Society may be called for by at least 30 members or a majority vote of the Executive Committee. It shall be the first topic on a General Meeting agenda. In the event that more than two thirds of the votes cast on a General Meeting are in favour of termination, the Executive Committee shall within 14 days call all registered members for a written decision on the termination of the Society. If more than two thirds of these written votes are in favour of termination, the Executive Committee shall record such termination and communicate such to the public registration office. Designation of the Society’s funds is stipulated in §3 (4).