Charter

As at January 01th, 2015

Charter

of the

International Academy Berlin for

Innovative Pedagogy, Psychology and Economy gGmbH (INA)

(remark: this is a non-certified translation; juridical valid is only the German original)

 

Part A

General Provisions 

 

Article 1

Name and Registered Office

 

 1.                The association shall have the name:

 

International Academy Berlin for Innovative Pedagogy, Psychology and Economy gGmbH(INA).

 

2.                The registered office of the association shall be in Berlin. 

 

Article 2

Purpose of the Association

 

The purpose of the Association is to promote science, research and education through:

 

1.               National, international and intercultural research and development work on education in preschools, schools, universities and beyond. The association promotes particularly those projects focused:

 

1.1.            on the further development of situational approaches, and orientated towards community education (promotion of learning processes that develop or enhance the community members’ life and education prospects);

                   

1.2.            on psychosocial processes, psychosocial maintenance, collective self-help, the development of health and social structures, therapy research, and the relationship between human rights and mental health;  

 

1.3.            on the enhancement of corporate ideas and socially and ecologically responsible corporate activity.

 

 

1.4.            and with a view to sustainable urban and regional development.

 

1.5.            The means for achieving the purposes of this association can be used abroad and passed on to foreign corporations,  who may use these means for non-profit purposes.

 

2.               Promoting model institutions and pilot programmes in the areas mentioned above, as, for example, the development and promotion of concepts for kindergartens.

 

3.               In conjunction with the Shaul B. and Hilde Robinsohn Foundation:

 

3.1              promoting research and development projects in following areas:

 

  • comparative educational science
  • curriculum research and development
  • training of teachers and educators

 

3.2             maintaining and preserving the Shaul B. Robinsohn archive and library, and maintaining and distributing publications from or about Shaul B. Robinson as well as literature that is based on his works.

 

4.               Creating an international discussion platform with the aim to obtain multilingual publications about the themes mentioned under Section 1, 2 and 3 of this Article. The results of research will be published promptly.

 

5.               Entering institutional cooperation with other universities and research institutes as well as cooperating with corresponding non-profit and/or public national and international organisations institutions and groups. This uncludes further support, particularly of the teaching and training, research and academic life.

 

6.               The Association shall be able to establish a branch office or take an interest in other associations.  

          

Article 3

Non-profit Character 

 

1.               The Association shall be altruistic and strive neither for profits nor surplus.

 

2.               The Association shall exclusively and directly pursue public benefit purposes as stipulated in Article 53ff of the German Fiscal Code.

 

3.               All funds of the Association shall be used only for the purposes described in this Charter. Associates of the Association may not receive any share in profits nor, in their capacity of associate, other payments from the corporate body’s fund.

 

Furthermore, nobody shall be given advantages by means of unreasonably high remunerations nor by means of expenditures, which are inconsistent with the purposes of the Association.

  

Article 4

Financial Year

 

The financial year shall be the calendar year.

  

Article 5

Registered Capital, Primary Deposit

 

1.                The registered capital of the Association amounts to EUR 30.400 (in words: Euro thirtythousandfourhundred)

 

2.                The associates of the original registered capital of DM 50.000 were:

 

a)           Prof. Dr. Jürgen Zimmer with a primary deposit of

DM 26.000

b)           Prof. Dr. Günter Faltin with a primary deposit of

DM 2.400

c)           Dr. David Becker with a primary deposit of

DM 2.400

d)           Dr. Stephan Becker with a primary deposit of

DM 2.400

e)           Dr. Elke Heller with a primary deposit of

DM 2.400

f)           Dr. Hartwig Henke with a primary deposit of

DM 2.400

g)           Angelika Krüger with a primary deposit of

DM 2.400

h)           Christine Lipp-Peetz with a primary deposit of

DM 2.400

i)            Ludger Pesch with a primary deposit of

DM 2.400

j)            Dr. Christa Preissing with a primary deposit of

DM 2.400

k)           Dr. Ulrike Becker with a primary deposit of

DM 2.400

  

Article 6

Publications

 

 The announcements of the Association shall be published in the electronic German Federal Gazette.

 

  

Part B

Compositions and Tasks of the Bodies 

 

Article 7

Bodies of the Association

 

1.                Bodies of the Association shall be:

 

1.1              the General Assembly

 

1.2              the Executive Board

 

1.3              the Steering Committee

 

1.4              the Institute’s Conference

 

2.               The bodies of the Association shall manage their activities in the most economical way.      

 

3.               In return for their contracts with the Association, members of the bodies may not be given any advantages by means of unreasonably high expenditures or other attributions.

  

Article 8

The General Assembly 

 

1.                The General Assembly shall be the highest authority of the Association.

 

2.               The General Assembly shall be convened at least once in the first half of every financial year.

 

3.               The call by an Executive Board member shall be sufficient for convening the General Assembly.

 

4.               In addition, the General Assembly shall be convened, if a request, which indicates the purpose, is posted by either a minimum of four members or one to three members that hold together at least one tenth of the registered capital.

 

5.               The Executive Board shall summon the General Assembly by letter or by email stating date, venue and agenda with at least two weeks’ notice. The General Assembly shall take place at the seat of the Association and can only be relocated with the agreement of all members.

 

6.               Every member shall be entitled to be represented by another member, providing that written authorization has been previously submitted; thereby continuous representation is to be ensured.

 

7.               The General Assembly shall be directed by the President, who is to ensure all decisions made by the General Assembly are correctly recorded.

 

8.               In addition, decisions can be reached in accordance with Art. 48 Section 2 of the limited liability corporate law, if this is legally allowed and not against the will of any associate. 

 

Article 9

Associates’ Decisions 

 

1.               The decisions of fundamental significance are made by the General Assembly.

These are in particular such decisions which cannot be delegated to other bodies by law; these include:

 

  • Approval of the annual accounts
  • Approval of the annual finance and investing plan (See Art. 11 Section 6 of this Charter)
  • Concession of  privileges to single members
  • Amendments of the Charter
  • Structural Changes
  • Dissolution of the Association

 

2.               Moreover, the General Assembly shall elect the Vice President and accept the annual report of the Steering Committee.

 

3.               Associates’ decisions shall be accepted with a ¾ majority so far as no consensus is demanded (Concession of privileges). Each contribution in the registered capital equalling EUR 50 allows for one vote. 

 

Article 10

Other Responsibilities of the Associates

  

The Members shall commit to do everything possible to promote the development of the Association and to refrain from undertaking activities that damage the Association. The promotion refers especially to the purposes mentioned under Art. 2 of this Charter. 

 

Article 11

The Executive Board

 

1.               The Association shall have one or more Executive Director/s.

 

2.               If there are several Executive Directors, two of them shall jointly represent the Association. 

 

3.               An associates’ decision can assign the exclusive right of representation to a single Executive Director.

 

4.               It shall be possible to engage authorised representatives, who are able to act in the name of the Association, if at least one Executive Director is present. While in relations with third parties their power of representation shall be absolute, in internal relations it shall be restricted to the interests of the institute, of which the authorised representative is the Institute’s Director.

 

                The Associates may assign an authorized representative with individual power of representation to act in place of the Executive Director who has been authorised with the excusive right of representation.

 

5.               The Executive Director(s) and the authorised representatives respectively, shall officiate their duties with due diligence.  In performing their tasks, they shall obey the rules established in this Charter and respect all decisions made by the Steering Committee or the General Assembly.

 

6.               On the occasion of the annual General Assembly, following Art. 9 Section 1, the Executive Director(s) shall submit a finance and investment plan to Associates for ratification. 

 

Article 12

Steering Committee

 

1.               As is common practice in academia, the Association shall be built on a “presidential structure”.

 

2.               The Steering Committee shall consist of the majority shareholder who acts as the president and three vice presidents.

 

2.1             The president shall be a permanent member of the Steering Committee.

 

2.2             The Vice Presidents shall be elected by the General Assembly, in defined areas of responsibilities for terms of three years. It is be possible to nominate non-members for election and to re-elect a member of the Steering Committee. Election requires a 3/4 majority of the attendant votes.

 

2.3             The President shall be the head of the Steering Committee and the main scientific, if not legal, representative of the Association.

 

3.               The duties of the Steering Committee shall be:

 

3.1.            to implement the nature and purposes of the association, especially as they relate to academia, by:

  • acting as the academic representative of the Association;
  • promoting the Association’s research and development strategies along with its interdisciplinary discourse in internal as well as in external affairs;
  • acting in the Association’s stated interests which includes, but is not limited to, establishing strong relationships between the Association and other academic institutions, government agencies and international organisations;  
  • actively taking part in third-party fundraising and assisting the institutes in their third-party fundraising;
  • general public relations;

 

3.2             to act as the official and legal representative of the Association vis-à-vis the Executive Director. This is executed by the President and the first Vice-President corporately.

 

                  The steering committee shall support and control the activities of the Executive Board. Thus, a regular exchange of thoughts and information between the two organs is indispensable;

 

3.3             to nominate the institutes’ Directors;

 

3.4             to decide on the admittance of new members;

 

3.5             to grant in written form permission for the disposal of shares/parts of shares in the Association;

 

3.6             to decide on the Association’s concerns in so far as they are not a matter for the General Assembly (see Art. 9 of this Charter);

 

3.7             to nominate non-Associates as honorary members of the Association. Honorary members have no vote in any Association body but the President and a institute’s Director can jointly invite them to participate in the work of an institute;

 

3.8             new members or honorary members shall only be persons with special academic or professional qualifications, which are proven by corresponding documents as well as by an expert recommendation from at least one academic member of the Association;

 

3.9             to provide the General Assembly an annual written report on the academic activities of the Association’s institutes, based on the reports of the institutes’ directors.

 

4.               The following areas of responsibility will be created to ensure the realisation of the previously outlined goals and tasks:

 

  • Academic Affairs (Vice President I)

 

  • Research and Development (Vice President II)

 

  • Science and Economy (Vice President III)

 

5.                The Steering Committee shall create its own rules of procedure that include the internal power of representation. Decisions of the Steering Committee shall be made with a ¾ majority, each member is entitled to one vote.

 

6.               The President has the power to suspend a Vice President for just cause. A Vice President can resign from office by giving four weeks advance notice of his intention to step down.   

 

Article 13

The Institutes

 

 1.               The Steering Committee shall decide on the establishment of new institutes. It can call on single members to establish an institute for their area of specialisation within the framework of the Academy, and to assume the position of the institute’s Director.

 

2.               An institute’s director is obliged to carry out only research in his institute that adheres to the Association’s nature and purpose. He/she is to be involved in research and strategic planning of the Academy and his/her institute is subject to the financial control of and the reporting requirements of the Executive Board. In addition, each Director is the exclusive person in charge for the scientific contents of his institute. All activities of all members must only benefit the public as described in German Fiscal Code.

 

3.               Every institute’s Director shall obtain joint power of procuration. He/she is authorised to act in the name of the Association in conjunction with the Executive Director (see Art.11, Sec. 4, clause 3 and 4 of this Charter).

 

4.               A conference of the institutes’ Directors is to take place at least two times per year to debate all interdisciplinary and research strategy questions along with questions concerning the institutional development of the Association. The conference of the institutes promotes the development of projects within and between the institutes with a special emphasis on interdisciplinary approaches. The Executive Director(s) are automatically members of the conference. Members of the Steering Committee shall also be allowed to participate.

 

 

Part C

Other Provisions

 

Article 14

Provisions on the Association’s Shares

 

 If the steering committee objects to the disposal of a share in the Association, the share has to be internalised by paying its nominal value, in the case that the member claims to do so. 

 

Article 15

Recall of Shares

 

1.               A share can be recalled without the agreement of the member concerned:

 

1.1             if insolvency proceedings are opened against the member;

 

1.2             if the creditor of a member proceeds to the forced sale of collaterals in the share or in any demands, that has the member towards the Association, and this proceeding is not only provisional in its enforceability.

 

2.               The recall of a share in the Association is also acceptable, if the behaviour or the character of the member endangers or inhibits the achievement of the Association’s purpose. This is the case, for example, when the person concerned infringes the non-profit character of the Association or when the  personality and/or behaviour of the said member is deemed unacceptable to the Association. However the internalisation shall be considered as a last resort when all other reasonable means have been exhausted.  

  

3.               The purchase of the share in question by another member or third party shall always be an alternative to internalisation. 

 

Article 16

Dismissal 

 

1.               The contractual notice of dismissal shall be impossible. Every member can declare to leave the association, if fundamental reasons are present. Mainly, this is the case, when the association, by taking certain measures, changes its legal and/or economic background in a way that is not acceptable to the member. It is only possible to leave at the end of every financial year. A registered letter must be used to announce the intention to leave with six months advance notice.   

 

2.               Without prejudice to Section 3, the leaving shall not cause the dissolution of the Association and the leaving member must offer his/her share to the other members in written form.

 

3.               If nobody is present to take over the share, the Association shall be liquidated. This case does not require a decision on the part of the members. 

 

Article 17

Liquidation 

 

1.               In the case of the Association’s dissolution, the members shall charge a liquidator with the task of carrying out the liquidation.

 

2.              In the case of dissolution of the Association or a creasing of the tax-advantaged purposes, members shall not be refunded more than what they paid for their shares.

 

In the case of dissolution of the Association or a creasing of the tax-advantaged purposes, the funds of the dissolved Association so far as they exceed § 5 of the partnership agreement returnable shares and deposits to property, will be given over to the „Deutscher Paritätischer Wohlfahrtsverband Landesverband Berlin e.V.“ with the stipulation these be used exclusively and directly only for tax-advantaged purposes.

 

3.               Disintegration of the Association is subject to the written agreement from the directorate of the Shaul B. and Hilde Robinsohn Foundation.  

  

   Article 18

Legal Order of Succession 

 

1.               Each members’ share in the Association shall be unrestrictedly hereditary.

 

2.               In the case of a minority shareholder’s death, his/her share can be recalled in return for the payment of its nominal value. The purchase of the share or parts of the share by the Association itself, one or more members or a third party shall always be an alternative.

 

3.               The majority shareholder regulates the legal consequences concerning his/her share through a contract inter vivos, which comes into effect at the day of his death.

 

4.               All the majority shareholder’s rights and duties, including privileged ones, subrogate to his legal successor, apart of those, which were given to the majority shareholder on grounds of personal attributes. 

 

Article 19

Final Provisions 

 

If single provisions of this treaty or parts of these provisions should become ineffective, the effectiveness of the remaining provisions shall not be affected. In such a case, it is task of the members to create rules, which inhibit ineffective provisions from harming the purpose and the activity of the Association.