CHARTER
OF THE
MUNICH INTELLECTUAL PROPERTY LAW CENTER
ALUMNI ASSOCIATION
ARTICLE 1 – ASSOCIATION NAME
(1) The name of the association shall be the Munich Intellectual Property Law Center (MIPLC) Alumni Association (hereinafter – “the Association”).
(2) The partners of the MIPLC are the following: the Max Plank Institute for Intellectual Property, Tax and Competition Law, Munich, Germany; the University of Augsburg, Augsburg, Germany; the Technical University of Munich, Munich, Germany and the George Washington University Law School, Washington D.C., USA.
ARTICLE 2 – PLACE OF BUSINESS
The association has its principal place of business and is registered in Munich, Germany as “e.V.”.
ARTICLE 3 – OBJECTIVES OF THE ASSOCIATION
(1) The Association pursues exclusively non-profit objectives under the meaning of “Steuerbeguenstigte Zwecke” of the German Tax Code. The Association shall not pursue any commercial purposes.
(2) The means of the Association shall be applied only for objectives which are in compliance with this Charter. The Members, as referred to in Article 5, even when elected as officers, shall receive no profits from the means of the Association. None person shall favor by disbursements, not serving the objectives of the Association, or inordinately high remuneration.
(3) The objectives of the Association shall be the advancement, fostering and
maintenance of academic research and education in the field of Intellectual
Property, particularly in the MIPLC fields of interest. The objectives shall be
achieved particularly by the performance, sponsorship and assistance of
academic activities, seminars or meetings also open to the public, and by
fostering the exchange of information in the field of Intellectual Property.
ARTICLE 4 – FISCAL YEAR
The fiscal year of the Association shall be the calendar year. For the purposes of conducting the Association’s business, the finances shall adhere to the MIPLC fiscal year.
ARTICLE 5 – MEMBERSHIP
(1) Members of the Association (hereinafter – the “Members”) could be natural persons, legal entities and other associations.
(2) The membership of the Association shall consist of full Members, associate Members and honorary Members defined as follows:
(a) Graduates of the MIPLC shall be eligible for full membership.
(b) Associate Members shall be deemed as being such persons not eligible for full membership according to Article 5 (2) (a) who, from interest in the MIPLC and through empathy with the object of the Association, choose to contribute to either the Association or the MIPLC.
(c) Honorary Members shall be deemed as being such persons who performed meritorious service in the interest of the MIPLC.
(3) The membership of the Association is subject to a decision of the Board based on either a written request by the eligible Member or an invitation by the Board and is subject to the payment of an annual fee, as provided for in Article 11 (3).
(4) The membership shall terminate upon:
(a) death of natural persons, bankruptcy, liquidation or cessation of legal entities and other associations;
(b) a written request for termination at the end of the calendar year, provided such request is notified to the Board at least one month before;
(c) a decision of the Board, when a Member acts in such a way as to tarnish or jeopardize the image or the interests of the Association.
(5) Only full Members have the right to vote.
ARTICLE 6 – BODIES OF THE ASSOCIATION
The bodies of the Association shall be:
(a) the Assembly;
(b) the Board of Directors (hereinafter – the “Board”).
ARTICLE 7 – THE ASSEMBLY
(1) The Assembly shall be constituted by all Members according to Article 5. It is presided by the Chairman of the Board, in case of impediment by the Vice-Chairman of the Board or, in case of impediment of the latter, by another Member of the Board.
(2) The Assembly meets once per year during the annual Alumni Week. The meeting of the Assembly shall be held in Munich, Germany. The Members of the Association shall be invited in written, per telefax or per e-mail. A protocol shall be written during the Assembly and signed by the Chairperson and the secretary of the respective Assembly.
(3) Duties of the Assembly shall be the following:
(a) the election of the Directors of the Board;
(b) the approval of the annual report and the annual financial statements of the Association, as drafted by the Board;
(c) the approval of the amendments to the Charter, as provided for by Article 13;
(d) the release of the Board;
(e) the dissolution or cessation of the Association, as provided for under Article 15.
(4) Each Full Member of the Assembly has one vote according to Article 5 (5). One Member can represent in voting another Member(s), but no more than three, based on a written authorization. Votes may be made in person, writing, by proxy, or by electronic means. Proxy votes must be made by written contract, as specified in the Regulations.
(5) A Quorum for the valid constitution of the Assembly at the annual meeting is not required for full Members, electing the Board Members at the annual Meeting. All votes shall be decided by a simple majority of the voting Members attending the Assembly, except as specified for the approval of the Charter amendments under Article 13 (2).
ARTICLE 8 – BOARD OF DIRECTORS
(1) The Board shall consist of an odd number, at least 5 (five) and not more than 7 (seven), of voting Members, including officers. To ensure diverse representation of alumni membership, consideration should be given to selecting Directors who represent various eras, disciplines, ethnicities and State citizenship.
(2) The Board members (hereinafter – the “Directors”) serve a three (3) year term unless otherwise specified. Each Director may be re-elected for another term of three (3) years without hiatus.
(3) Full Members shall be notified of all elections via electronic and/or paper mail. The Board shall hold elections to appoint new officers at the annual Alumni Week meeting.
(4) The Rights and Duties of the Board shall be the following:
(a) To support and develop the objectives of the Association;
(b) To perform the activities of the Association according to the provisions of the Charter and the decisions of the Assembly;
(c) To represent the Association through the Chairman alone, or through the Vice-Chairman together with another Member of the Board, according to § 26(2) BGB (German Civil Code);
(d) To provide advice and counsel regarding the affairs, business and assets of the Association;
(e) To foster dialogue and provide guidance and support for the goals and values of the MIPLC;
(f) To promulgate such Regulations and adopt policies consistent with this Charter in order to fulfill the mission and meet the goals and objectives of the Association;
(g) To serve on Board committees;
(h) Whenever possible, to organize a yearly alumni and friends social activity or function in Munich and, where possible, in other regions of the world widely populated by alumni and friends of the MIPLC; and
(i) To keep alumni well informed of campus events and activities.
ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS
(1) The Board shall hold a minimum of three (3) meetings per year, including the Annual General Meeting. The Annual General Meeting shall be scheduled during Alumni Week and is to be held in Munich, Germany.
(2) The Board shall determine the exact times, locations and/or manner of communication for each of these meetings. A protocol shall be written during the meeting and signed by the Chairperson and the secretary of the respective meeting. Guidelines for establishing specifics with regard to meetings are as follows:
(a) Two-thirds (2/3) of the voting Members of the Board shall constitute a
Quorum for the transaction of any regular or special meetings of the Board provided that either the Chairman or Vice-Chairman is in attendance per the specified means of the meeting: in person or by electronic, telephonic, or other means, as agreed upon in advance of the meeting by the Board. A Quorum of the Annual General Meeting will be met only by voting Members, personally present or in videoconference.
(b) All votes of the Board Members constituting the Quorum according to Article 9 (2) (a) shall be decided by a simple majority of the voting Members at any given meeting.
(i) Votes may be made in person, writing, by proxy, or by electronic means;
(ii) Proxy votes must be made by written contract as specified in the Regulations.
(3) Urgent decisions within the Board between regular meetings may be made via
telephone consultations, electronic mail, or by any international postal service
mail. A Quorum must be convened to support these urgent decisions.
(4) By invitation of the Board a MIPLC faculty representative, the MIPLC
administrative directors and presidents of local alumni chapters, as referred to
in Article 12, may serve from time to time as non-voting Members of the
Board.
(5) The Director missing two (2) consecutive meetings of the Board shall be
notified that he may be deemed to have resigned. In such an instance, the
Board shall review the circumstances and vote on the removal or retention.
ARTICLE 10 – ELECTION OF OFFICERS AND THEIR DUTIES
(1) The Board shall elect, among its Directors, a Chairman, a Vice-Chairman, a Treasurer and a Secretary. These are considered necessary officers. Other officers may be elected according to a decision of the Board. The Board shall meet and select at least two nominees for the positions of officers. Should more than two nominees be voted upon and one not receive a simple majority, a run-off election shall be held between the two nominees receiving the most votes until one candidate receives a simple majority.
(2) The officers shall be elected for a term of two (2) years. An officer may be re-elected for another term after a one (1) year hiatus from all Board activities.
(3) The Chairman shall, amongst the others:
(a) Represent the Association on behalf of the Board;
(b) Preside at the meetings of the Board;
(c) Preside at the meetings of the Assembly;
(d) Consult on the appointment of Board committees;
(e) Welcome new graduates, via electronic or paper mail, to the Alumni Association;
(f) Maintain awareness of issues important to the MIPLC, such as student recruitment, faculty losses, budget, new programs, etc.
(4) The Vice-Chairman shall serve as a Chairman, and preside over meetings of the Board and of the Assembly, in the absence of the Chairman;
(5) Further duties and rights of the officers shall be specified in the by the Regulations.
ARTICLE 11 – FINANCES
The finances of the Association may consist of:
(1) donations and other contributions by the Members;
(2) donations and other contributions by any natural person,
legal entity or other association; (3) all annual fee due for membership, as determined by the Board:
(4) incomes deriving from assets of the Association and other incomes.
ARTICLE 12 – LOCAL ALUMNI CHAPTERS
(1) A local alumni chapter of the MIPLC Alumni Association is any group of alumni and friends of the MIPLC, who through their activities and association support both the MIPLC and the Alumni Association.
(2) The Assembly shall authorize local chapters, by a simple majority vote of present Members at the annual Assembly Meeting. A local alumni chapter may be established in areas of sufficient interest and numbers of alumni and upon application in writing.
(a) Said application shall be submitted prior to the annual Alumni
Week meeting to the Board;
(b) The Board shall verify that the conditions for establishment of a
local alumni chapter are satisfied.
(3) The support and grant of MIPLC affiliation to any local alumni chapter may be revoked, if a local alumni chapter has tarnished or jeopardized the objectives and reputation of the MIPLC or the Alumni Association. The decision on said revocation is taken by a simple majority vote of present Members at the annual Assembly Meeting, following the proposal by the Board.
ARTICLE 13 – CHARTER AMENDMENTS
(1) Amendments to the Charter may be made at the Annual General Meeting of the Board by a two-thirds (2/3) vote of the attending Directors and are subject to the approval by the Assembly.
(2) Approval of the amendments to the Charter shall be made by the Assembly during annual Alumni Week by a two-thirds (2/3) vote of the voting Members attending the Assembly.
ARTICLE 14 – LANGUAGE
(1) English shall be the official language for all Association communication and documentation internal to the Association.
(2) In the event of linguistic discrepancies and / or interpretive disagreements with this document the original, German language document shall control.
ARTICLE 15 – DISSOLUTION
(1) The dissolution or cessation of the Association shall be subject to a decision of the Assembly by a two-thirds (2/3) vote of the voting Members attending the Assembly.
(2) In the event of dissolution of the Association or the omission of the tax-privileged object, all assets and property shall be directly and exclusively transferred to the University of Augsburg, Augsburg (Germany) and shall be utilized only for non-profit objectives.
ARTICLE 16 – CHARTER AMENDEMANTS BY THE BOARD DURING
ESTABLISHMENT AS ASSOCIATION
Without participation of the Assembly, the Board is empowered to amend the Charter, when the amendment is seen as appropriate by the Board to become a registered association in the official register of associations and the grant of the interim order “Bescheinigung über die Steuer- und Spendenbegünstigung” of the German Tax Code, particularly when such amendment is required by the official register of associations or the tax office. The empowerment is valid until the next annual meeting of Assembly or the registration of the Association in the official register of associations. Subsequent to Article 7 (3) (c) and Article 13 of the Charter shall apply.