1 NAME, REGISTERED OFFICE, FISCAL YEAR
I. These are the Statutes of an registered association founded under German law with the name „European Federation of Game Archives, Museums and Preservation Projects e.V. (EFGAMP e.V.)“ – hereinafter called “Association”.
II. The registered office of the Association is Berlin, Germany.
III. The fiscal year of the Association is the calendar year. The first fiscal year of the Association starts with the foundation and ends at the end of the calendar year in which the foundation takes place.
IV. Without prejudice of article 10, the Association is constituted for an undetermined duration.
2 PURPOSE OF THE ASSOCIATION
I. The Purpose of the Association is the facilitation of the preservation of the heritage of interactive entertainment und information media and content, the facilitation of public access to such media and content, the gathering and circulation of knowledge concerning preservation of such media and content, the coordination of international activities with the aim of preservation of such media and content, the support of collaboration of international organisations of private and governmental nature acting in this field, the facilitation of knowledge and experience exchange, the contact to governmental and political institutions with the aim to improve the political, legal and economical framework and public relation concerning the preservation of such media and content.
II. The Association shall be able to carry out all activities suitable to support and achieve the Purpose of the Association directly or indirectly or standing in direct or indirect connection with the Purpose. The Association may be a member in other organisations and obtain shares in other enterprises.
3 COMMON PUBLIC INTEREST
I. The Association is in complying with the aforesaid Purpose exclusively and directly acting in common public interest as defined in the German General Fiscal Law. The common public interest is carried out in supporting
a) science and research
Research results have to be published as soon as possible.
II. The Purpose of the Association is altruistic and non-profit-making.
III. Funds of the Associations shall only be used in order to support and achieve the Purpose. The Association might use the help of third parties in the sense of Art. 57 German General Fiscal Law.
IV. The Association shall not pay any immoderate refunds or refunds not directly linked to the Purpose to members or any third parties.
V. In case of liquidation of the Association or discontinuation of its beneficial tax status members shall not receive any payments or refunds. As part of the liquidation process the General Assembly shall nominate an organisation acting in common public interest that the remaining assets of the Association shall be transferred to in order to be used for common public interests only. Any decisions of the General Assembly concerning the further usage of assets should only be taken in consent with the responsible fiscal authorities.
I. The Association shall have
Associated Members and
Any person or organisation with place of residence or registered office within the European Union might be a member of the Association.
Further regulations concerning membership shall be set out by the General Assembly.
II. The Association may be a member of other organisations.
III. Membership in the Association shall only be granted by recommendation of an existing member. The acceptance of a new member needs a decision of the General Assembly; there is no obligation to reason any non-acceptance. Any new member is obliged to accept the Articles of Association any further regulations given to the Association by the General Assembly.
IV. The membership ends in case of
1. withdrawal of the member (§ 4 Sec. V)
2. death of a person
3. liquidation or expiration of an organisation
4. expulsion (§ 4 Sec. VI)
5. liquidation of the Association (§ 10)
Members leaving or expulsed shall not receive any refunds of contributions paid or assets of the Association.
V. The withdrawal of a membership is only possible at the end of a fiscal year. The withdrawal needs to be declared by written notice towards the Board of Directors at the latest on September 30th of the financial year which precedes the withdrawal.
VI. If a member has acted profoundly against the interests of the Association another member may apply for actions against such member towards the Board of Directors. Further regulations concerning such actions shall be set out by the General Assembly.
The expulsion of a member may be decided by the General Assembly
1. if a member in spite of two written reminders has not paid the membership fee due and the expulsion has been threatened in one of such reminders and a period of one month has expired after sending the second written reminder.
2. if a member contravenes culpably against the interest of the Association.
3. if a member gets insolvent.
4. because of another important reason.
I. The Association may obtain funds out of membership fees, donations and subsidies.
II. Further regulations concerning membership fees shall be set out by the General Assembly.
III. Reduction or indulge of membership fees may be granted by the Board of Directors in well-founded cases. Such decision needs acknowledgement of the General Assembly.
6 RIGHTS AND OBLIGATIONS OF MEMBERS
I.l All members have the right to benefit from the work of the Association and to participate in the work of the Association within the framework set out in these Articles of Association.
Members have, among others the following rights:
a) to participate in the General Assembly
b) to participate in votes and elections
c) to apply for information concerning the Association
d) to apply for topics on the agenda of the General Assembly
e) to apply for the call of an extraordinary General Assembly
f) to receive a copy of the annual report
g) to receive a copy of the financial report
h) to receive a copy of the budget
i) to receive reports from the Board of Directors
j) to receive access to the minutes of the General Assembly
k) to work in commissions of the Association
The rights set out before under b), e), f), g), h) and i) do not apply for Associated Members and Supporting Members provided that such rights are not entitled to them due to their membership in an institution of the Association.
II. Members are obliged to support the purpose of the Association set out in these Articles of Association. Members are obliged to pay the membership fee set out by the Association, to follow decisions of the General Assembly, to notify the Association about changes in membership data and keep all information concerning the Association confidential.
The Associations has got two institutions:
1. the General Assembly (§ 8)
2. the Board of Directors (§ 9)
8 GENERAL ASSEMBLY
I. The General Assembly consists of all members and is the superior decision institution of the Association. The General Assembly has the full powers that allow the fulfilment of the purpose of the Association as long as such powers are not delegated to other institutions, individuals or third parties by law, this Articles of Association or decision of the General Assembly. Voting rights within the General Assembly are limited to Effective Members – all Effective Members have got identical voting rights.
II. The General Assembly meets at least once a year and is called by invitation through the Board of Directors at a term of four weeks in advance of the date starting with the day following the dispatch of the invitation of the General Assembly at the latest. The agenda and necessary information shall be part of the invitation. The invitation shall be deemed to be correctly received by a member if it has been sent to the last address making known to the Association by the member. A dispatch of the invitation by electronic means (facsimile, e-mail) is possible. In such case the invitation is deemed to be correctly received by a member if it has been sent to the last facsimile number or e-mail-address making known to the Association by the member in a written form.
III. Moreover, upon request of a minimum of 25% of the members or if accounted to be necessary in the interest of the Association by the Board of Directors an extraordinary meeting of the General Assembly shall be called.
IV. The General Assembly shall take place at the day, time and venue mentioned in the invitation. Members present are deemed to be invited properly.
V. A General Assembly may be held electronically without the need for members to assemble at one place. Such online General Assembly shall take place within a virtual environment accessible for members only by using individual identification data as well as an individual access password only valid for the relevant General Assembly. Such password shall be dispatched to the members with separate e-mail not earlier than three hours in advance of the time set for the General Assembly to begin. To members not able to receive an e-mail such password shall be sent to by post to be dispatched two days in advance of the day the General Assembly has been scheduled. The dispatch of the password is deemed correct if the e-mail is send to the last e-mail address or if the letter including such password is send to the last post address notified by the member to the Association. All members are obliged not to make their identification data and the password available to any third party and keep these information strictly confidential.
VI. A General Assembly shall only be able to take binding decisions if a minimum of 50 % of all eligible voters are present or represented by a written authorisation. A General Assembly not reaching such quorum shall be called again by the Board of Directors within a period not longer than four weeks. For the invitation to such recall of a General Assembly § 8 Sec. 2 and 8 of these Articles of Association shall apply. If indicated in the invitation, such recalled General Assembly will be able to take binding decisions irrespective of the number of eligible voters present or represented.
VII. Except to any provision to the contrary mentioned in these Articles of Association, decisions shall be taken by the simple majority of the present or represented members.
Applications to add topics to the agenda need a majority of 25% of the present or represented members.
Changes of these Articles of Association and further regulations given by the General Assembly within the framework of these Articles of Association need a majority of 75% of the present or represented members.
The decision to liquidate the Association needs a majority of 90 % of the present or represented members.
VIII. Decisions of the General Assembly shall be minuted and the minutes shall be signed by two members of the Board of Directors. The minutes shall be dispatched to all members, at least electronically.
The minutes are deemed to be declared correct by the members if no application for correction has been made within a period of four weeks after the dispatch of the minutes. If the Board of Directors sustains the application for correction the corrected version of the minutes is dispatched to the members again. Further applies for corrections are only permissible to the extend that the correction itself is concerned. If the Board of Directors does not correct the minutes the next General Assembly will take the last and binding decision.
IX. Within the General Assembly, each member – on request – shall be granted information concerning affairs of the Association that are necessary to decide on the topics of the agenda. The information shall be given by the Board of Directors.
The requested information may be refused if such information
a) is able to harm the interest of the Association in a substantial manner.
b) relates to tax valuation or the amount of individual taxes.
c) is infringes the duty to observe secrecy stated by law, the Articles of Association or contract with a third party.
d) concerns private or business affairs of a third party.
e) concerns employment contracts between the Association and a third party.
f) results in reading aloud of long papers and therefore leads to an unreasonable extension of the General Assembly.
X. Further regulations concerning the General Assembly may be determined by decision of the General Assembly.
9 BOARD OF DIRECTORS
I. The Board of Directors has the power of administration and direction of the Association as stipulated by law, the Articles of Association and the regulations given and decisions taken by the General Assembly. The Board of Directors is obliged to administrate the funds of the Association and to carry out decisions of the General Assembly.
II. The Board of Directors consists of three individuals elected by the General Assembly for the duration of two years.
The existing Board of Directors stays functional until new members are elected. Re-election of members of the Board of Directors is possible. At the time on election a member of the Board of Directors shall be an Effective Member of the Association or shall be employed by an Effective Member of the Association.
The function as a member of the Board of Directors of an individual expires with the death of the individual, expiration of the election period, withdrawal of the membership of the individual or the member the individual is employed by, expulsion of the individual or the member the individual is employed by, written resignation or revocation of the appointment as a member of the Board of Directors.
III. The members of the Board of Directors shall carry out their obligations with best endeavours of an assiduous and accurate head of an association. Confidential information about the Association the members of the Board of Directors become acquainted with in execution of their function shall be kept strictly secret.
Decisions of the Board of Directors shall be taken by majority vote of the members elected to the Board of Directors.
If a member of the Board of Directors is permanently detained to act as such a replacement shall be elected at the next General Assembly for the rest of the term by the remaining members of the Board of Directors. The obligation of a member of the Board of Directors who is permanently detained, retired, temporarily dismissed or suspended can be carried out by the remaining members of the Board of Directors until the next General Assembly.
IV. The Association can be represented legally by two members of the Board of Directors.
The Board of Directors can delegate obligations to members, commissions or third parties.
V. The members of the Board of Directors and individuals to whom obligations have been delegated – unless contractually employed by the Association – work in a honorary capacity. They are only entitled to refunding of necessary travelling costs and expenses from the Association.
VI. Dismissing a member of the Board of Directors has the effect of elimination of that individual as part of the institution of the Association.
VII. Further regulations concerning the Board of Directors may be determined by decision of the General Assembly.
I. An application to the General Assembly to liquidate the Association needs the resolution of the Board of Directors or a minimum of two Effective Members.
II . Liquidation procedures have to be executed by the Board of Directors elected at the time. § 9 Sec. IV applies accordingly.
III. The regulations concerning liquidation apply accordingly in case of cancellation of the Association for other reasons or because of loss of legal capacity.
11 LEGAL VALIDITY
These Articles of Association are coming into effect with the resolution of the members.
12 INVADILITY OF SINGLE CLAUSES
The invalidity of single clauses shall not affect the validity of these Articles of Association in total. Until replacement of the invalid clause by the General Assembly the invalid clause shall be suspended.
13 CHANGES DURING REGISTRATION
The Board of Directors is entitled to execute editorial changes to these Articles of Association during the registering process at the responsible court which are necessary to register the Articles of Association or changes hereof. The change in the wording shall by no means include an alteration of the meaning of the wording or the decision of the General Assembly. All members shall be notified about the alteration in writing. The alteration shall not be send to the register court less than 14 days after the notification of the members. Should there be any changes necessary to register the Articles of Association which are not only of an editorial nature the Board of Directors is entitled to submit a proposal to the members. The decision about such proposal may be taken within a circulation procedure.