The basis for successful work
On 12 June 1947, the WWL's general meeting approved a new constitution, laying the foundation for the work in the decades that followed. Today, the document also contains guidelines for the WWL's projects, such as the composition of the jury for the Peace of Westphalia Prize.
§ 1 NAME, ACTIVITIES, SEAT, OFFICE, FINANCIAL YEAR
(1) The Association bears the name "Wirtschaftliche Gesellschaft für Westfalen und Lippe e.V.". The Association's area of activity is derived from its name. In accordance with the Association's logo, it is also referred to below as "WWL" for short.
(2) The registered office of the Association is Herzebrock in Westphalia. An office may also be maintained at the registered office, which shall carry out the day-to-day work in accordance with the instructions of the 1st Chairman.
(3) The Association's financial year is the calendar year.
§ 2 PURPOSE OF THE ASSOCIATION
(1) The purpose of the Association is to promote understanding of economic processes beyond the dividing lines between the parties and professions. In this respect, the Association sees itself as representing the interests of Westphalia and Lippe. In addition, the WWL is committed to European integration - in particular to a federal and subsidiary organisation - and awards the "International Peace of Westphalia Prize". The association can also pursue its purpose by cooperating with other organisations that are active in the spirit of the "WWL". In this case, reciprocal memberships and reciprocal appointments to the supervisory bodies (e.g. Board of Trustees) should be sought.
(2) The Association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
(3) The Association's funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the Association's funds. No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration. Any economic business operation is excluded. No profit may be sought. The assets, including any increase in the Association's assets, are earmarked for a specific purpose.
(4) If the Association is dissolved or if the tax-privileged purpose ceases to exist, the Association's assets shall, in agreement with the General Assembly, be transferred to existing tax-privileged university funding organisations in the area of activity, which must use them exclusively for charitable purposes. Decisions on how the assets are to be used in this case may only be made after approval has been granted by the responsible tax office.
§ 3 MEMBERSHIP
(1) Any company in the business sector and any natural person who is closely related to the business sector by the nature of their activities or who previously held a management position in the business sector may become a member of the Association, provided they feel connected to the purpose of the Association, wish to promote the WWL and are based in the WWL's area of activity. With the exception of the area of activity, this also applies to organisations with which the WWL enters into cooperation agreements. Otherwise, § 5 (4) d) of these Articles of Association shall apply.
(2) Membership ends
a) upon the death or liquidation of the member / the opening of insolvency proceedings against the member's assets or the refusal to open insolvency proceedings for lack of assets;
b) by voluntary resignation (cancellation);
c) by exclusion from the association.
(3) Voluntary resignation is effected by written declaration to the Executive Board; it is only permissible at the end of a calendar year with a notice period of six months.
(4) The General Meeting shall decide on expulsion from the Association on the proposal of the Executive Board; a majority of two thirds of the votes cast is required.
(5) Honorary members are members of the Association who have rendered outstanding services. They are elected by the General Meeting with a majority of two thirds of the votes cast.
§ 4 BODIES OF THE ASSOCIATION
The bodies of the Association are
a) the Executive Board
b) the Board of Trustees
c) the General Meeting
§ 5 EXECUTIVE BOARD
(1) The Executive Board of the Association pursuant to Section 26 (1) BGB consists of the 1st Chairman, the 2nd Chairman and up to eight other members of the Executive Board.
(2) Representation as a corporate body: The association is represented in and out of court by two members of the Executive Board jointly.
Management: The Board of Directors may - insofar as legally permissible - transfer the management of the association in whole or in part to one or more managing directors. The Managing Director(s) shall be selected by the Executive Board. In particular, the Executive Board may conclude employment contracts with the managing director(s) to structure the management relationship.
(3) The Executive Board is elected by the General Meeting for a term of four years. The term of office begins at the end of the General Meeting that elected the members and ends at the end of the General Meeting that decides on the discharge for the third full financial year after the start of the term of office. The re-election of retiring members after expiry of the term of office is permitted. If re-election is not possible before the end of the term of office, the incumbent Board of Directors shall remain in office until the next General Meeting after the end of the term of office.
(4) The Executive Board is responsible for implementing the resolutions of the Association's bodies and managing the Association's assets. Otherwise, the tasks of the Executive Board include in particular
a) Preparation of a budget plan
b) Development of a contribution system; requirement: the contributions are to be paid annually as cash contributions
c) Preparation of an activity plan
d) Deciding on the admission of members
e) Preparation of proposals for the exclusion of members
f) Reporting on the development of cooperations (in accordance with § 2 (1) sentences 4 and 5 of these Articles of Association) at the General Meeting
g) Appointment and dismissal of members of the Board of Trustees
h) Appointment and dismissal of members of the jury
(5) The Executive Board shall decide by a simple majority vote of the members present. A quorum is present if more than half of the members are present. In the event of a tie, the vote of the 1st Chairman shall be decisive. The resolutions of the Board of Directors are to be recorded in minutes.
(6) Honorary chairpersons are members of the association who have rendered outstanding services. They are elected by the General Meeting with a majority of three quarters of the votes cast.
(7) The Executive Board is authorized within the scope of
§ 5 (2) of these Articles of Association on an honorary basis. It shall not receive any remuneration from the Association for its activities; it shall be reimbursed for any proven expenses incurred.
If a member of the Board of Directors performs management duties, the association may, in deviation from the above provisions in sentences 1 and 2, grant them an appropriate lump-sum remuneration for their activities. The General Meeting shall decide on the granting and the amount of the remuneration. If a managing director who is not a member of the board of directors performs management tasks, the association may grant the managing director an appropriate activity allowance. The Board of Directors shall decide on the granting and amount of the remuneration.
§ 6 BOARD OF TRUSTEES
(1) The Board of Trustees shall consist of at least 25 members of the Association. The Management Board may participate in the meetings of the Board of Trustees.
(2) The members of the Board of Trustees are appointed by the Executive Board. The term of office begins on the day of appointment and ends on the day of the awarding of the Westphalian Peace Prize following the appointment. The term of office is automatically extended until the next presentation of the Westphalian Peace Prize, unless the member of the Board of Trustees has previously resigned from office or the Board of Directors has dismissed the member of the Board of Trustees. The right to dismiss a member of the Board of Trustees at any time without notice for good cause remains unaffected.
(3) The Board of Trustees elects the respective winner of the Westphalian Peace Prize on the recommendation of the jury for the Westphalian Peace Prize (see § 8 of these Statutes).
(4) The Board of Trustees shall decide by a simple majority of the members present. The Executive Board has no voting rights.
(5) The members of the Board of Trustees are exempt from the obligation to pay membership fees for the duration of their membership of the Board of Trustees.
§ 7 GENERAL MEETING
(1) The ordinary General Meeting of Members shall take place once a year. An extraordinary general meeting must be convened if at least 10% of the members so request, stating the subject matter they wish to discuss or decide on.
(2) The General Meeting shall be convened by the 1st Chairman or - if he is unable to do so - by the 2nd Chairman. The convening letter must in particular include an agenda and the items to be resolved, including any proposed resolutions. The convening letter must be sent to the members in text form at least two weeks before the General Meeting. It shall be deemed to have been received on the working day following dispatch.
(3) The General Meeting shall be chaired by the 1st Chairman or - if he is unable to attend - by the 2nd Chairman. If neither the 1st Chairman nor the 2nd Chairman are present at the General Meeting, the General Meeting shall be chaired by the longest-serving member of the Board of Directors present. The chairperson of the meeting shall appoint a secretary.
(4) The General Meeting shall in particular pass resolutions on the following matters:
a) Election and dismissal of the members of the Executive Board
b) Discharge of the members of the Executive Board
c) Election of honorary chairpersons and honorary members
d) Approval of the budget
e) Adoption of the contribution system in accordance with § 5 (4) b) of these Articles of Association
f) Appointment of the auditors
g) Approval of the audit report
h) Deciding on objections to Board resolutions regarding the admission of members
i) Amendments to the Articles of Association
j) Dissolution of the Association
k) transfer of the Association's assets in the event of dissolution of the Association or discontinuation of the tax-privileged purpose to existing tax-privileged sponsoring organizations of universities in the area of activity, which must use them exclusively for charitable purposes
(5) Each member has one vote at the general meeting. The granting of a proxy vote is permitted.
(6) Unless otherwise stipulated in these Articles of Association, the General Assembly of Members shall pass its resolutions by simple majority. If the dissolution of the association is proposed, the proposal shall only be deemed to have been accepted if two thirds of the votes cast are in favor of accepting the proposal. Abstentions are not counted in all resolutions passed by the General Meeting.
(7) Minutes shall be taken of the General Meeting. The minutes shall be signed by the chairperson of the meeting and the secretary.
(8) A resolution is also valid without a meeting of the members if all members declare their consent to the resolution in writing. To this end, the 1st Chairman must first send the proposed resolution to all members in text form. Resolutions on the dissolution of the association must always be passed at a general meeting.
§ 8 JURY FOR THE WESTPHALIAN PEACE PRIZE
(1) The 1st Chairperson is a natural member and spokesperson of the jury. The spokesperson of the jury is responsible for the external communication of the jury, in particular towards the bodies of the association. In addition, the jury for the Westphalian Peace Prize consists of at least three European personalities who are characterized by independence and competence.
(2) The members of the jury are appointed by the Executive Board. The term of office begins on the day of appointment and ends on the day of the awarding of the Westphalian Peace Prize following the appointment. The term of office is automatically extended until the next presentation of the Westphalian Peace Prize, unless the jury member has previously resigned from office or the Executive Board has dismissed the jury member. The right to dismiss a jury member at any time without notice for good cause remains unaffected.
(3) The jury has the task of proposing possible winners of the Westphalian Peace Prize to the Board of Trustees. A simple majority of the jury members shall be required to decide on each individual proposal.
§ 9 AMENDMENTS TO THE STATUTES
Resolutions on amendments to the Articles of Association require a majority of three quarters of the votes cast and must be submitted in copy to the tax office without delay. If the resolution requires entry in a public register (e.g. register of associations) or approval by a state supervisory authority, the entry or approval must be subsequently notified to the tax office with a copy enclosed.