Statutes

of the
„ProFiL-Netzwerkverein zur Förderung einer exzellenz- und gleichstellungsorientierten Führungskräfteentwicklung in der Wissenschaft e.V.“

I. Name and Domicile

    1. The association bears the name “ProFiL-Netzwerkverein zur Förderung einer exzellenz- und gleichstellungsorientierten Führungskräfteentwicklung in der Wissenschaft e.V.” [ProFiL Network Association for the Promotion of Excellence and Equal Opportunity Oriented Leadership Development in Science] (hereinafter referred to as “ProFiL Network Association”).
    2. The association has its registered office in Berlin.

II. Purpose of the Association

    1. The ProFiL Netzwerkverein pursues exclusively and directly non-profit purposes in the sense of the section “tax-privileged purposes” of the German Tax Code (AO). The purpose of the association is to promote equal rights for women and men in academia. This includes in particular the promotion of equal participation of women in professorships and other academic leadership positions. The association supports the development of a non-discriminatory scientific culture and raises awareness of the reconciliation of work and family in academia.
    2. The purpose of the association is implemented by the following association activities:
      1. The ProFiL Netzwerkverein provides a forum for the discussion of an equal opportunities policy and overarching higher education and science policy issues. By means of conferences, discussion rounds and dialogue forums, the association promotes awareness of issues relating to freedom from discrimination and equal opportunities as well as the compatibility of work and family life. In addition, the association supports exchanges with experts and executives from science, politics, business and civil society.
      2. The association promotes the exchange and networking of female scholars by means of events and other communication platforms. The association develops concepts for suitable educational measures and advisory services in order to support female scholars on their way to professorship, to support female professors in fulfilling their tasks, and to strengthen the willingness of women to take over higher education and science policy functions. Experienced association members are available as role models, advisors and mentors.
      3. The ProFiL Netzwerkverein performs public relations work in accordance with these goals.
    3. The association is active as a non-profit organisation; it does not primarily pursue its own economic goals. The funds of the association may only be used for purposes in accordance with these Statutes.
    4. Members will not receive any grants from the funds of the association in their capacity as members. They have no claims to the association’s assets in the event of termination of their membership or dissolution of the association. Expenses incurred by members in connection with their activities for the association shall be reimbursed. .
    5. It is not allowed to favour any person with expenses which are alien to the purpose of the association or by disproportionately high remunerations.
    6. Members – including members of the Board – may receive an appropriate amount of fiscally admissible expense allowances for their work in fulfilling the statutory purposes of the Association in accordance with § 3 No. 26, 26 a EStG (German Income Tax Act), if they are natural persons. The decision on this shall be made by the Board, including the conditions and amount of the expense allowances. The General Assembly is solely responsible for the agreement with members of the Board.

III. Membership

    1. The prerequisite for membership in the ProFiL Netzwerkverein is the willingness to promote and support the purposes and tasks of the association as well as past, present or future participation in the ProFiL Programme.
    2. Full members are admitted upon written application by resolution of the Board. An application in electronic form is permissible. With the admission the member accepts the Statutes of the association.
    3. Members have the right to participate in the meetings of the association, to submit motions and to exercise their voting rights. Each member has one vote, which can only be cast in person or by another member of the association with written power of attorney.
    4. Membership shall terminate upon death, withdrawal or exclusion from the association or if, at the end of a financial year, the membership fee has not been paid despite a reminder. Withdrawal can only occur at the end of a calendar year and must be notified in writing to the Board three months before the end of the year. In the event of severe violations of the association’s obligations, the Board may decide to exclude a member. Exclusion may only occur for important reasons, e.g. due to harmful conduct to the association. The member concerned must be heard before the decision is made. An appeal against the decision can be lodged in writing with the Board within one month of notification, on which the General Assembly will decide by a simple majority.

IV. Funding

    1. Annual fees are collected from the members.
    2. The amount of the fees, the due date and the method of payment shall be governed by the Contribution Rules, which shall be adopted by the General Assembly of Members on the proposal of the Board. The Contribution Rules are not part of these Statutes. They will be announced to the members in their current version by circular letter. Proposals to change the Contribution Rules must be submitted to the General Assembly of Members four weeks in advance.
    3. The following groups of members exist:
      1. W3-/W2-Professors, Full/Associate Professors, Readers, Senior Lecturers, female scholars in leading positions such as heads of research groups or departments, executives in science management or in companies, self-employed or others in leading positions
      2. Private Lecturers, Junior Professors, Assistant Professors, Lecturers, Junior research group leaders, Scholars in the process of obtaining a habilitation, Post-doctoral students, architects, others
    4. Different fee levels are set for the different groups of members due to different income situations.
    5. To cover the costs for the preparation of the network meetings and events as well as for other tasks, the association accepts
      1. Membership fees
      2. contributions for participation in meetings and events
      3. voluntary monetary donations and donations in kind
      4. public grants
      5. Only the assets of the association are liable for obligations of the association.

V. Bodies of the association

    1. The association’s bodies are the Board and the General Assembly.

VI. The Board

    1. The Board is elected by the General Assembly. Block elections are permissible. The Board is composed of five to seven persons who are predominantly scientific board members and who are elected in equal numbers from the group of female professors and the group of young female scholars. As one of the board members, the head of the ProFiL Programme can be elected as honorary member (by function and interface to the ProFiL Programme) or another scientific board member can be elected irrespective of group affiliation.
    2. The members of the Board are elected by the General Assembly with a simple majority of votes. The General Assembly shall decide on the length of the term of office at the time of the election which shall be at least two and no more than four years. The members of the Board remain in office until new elections. The re-election of board members is limited to two terms of office. The re-election of the Head of ProFiL as a member of the board is permitted without limitation.
    3. The Board may adopt its own rules of procedure.
    4. The Board elects its Chairwoman, Deputy Chairwoman, Treasurer and Executive Secretary from among its members.
    5. The Chairwoman shall regularly invite all members of the Board to a Board meeting in electronic form, stating the agenda. Upon request of a member of the board she has to invite to an extraordinary meeting within fourteen days from receipt of such request. Resolutions of the Board are passed by a simple majority of the members of the Board present or involved in the decision. In the event of a tie, the Chairwoman has the casting vote. If the Chairwoman is unable to attend, the Deputy Chairwoman shall chair the meeting of the Board; in the event of a tie, the vote of the Deputy Chairwoman shall be decisive.
    6. There is no need for a meeting of the Board if a written vote is taken between the members of the Board. Voting by electronic means is permissible.
    7. The Board is active in an honorary capacity; necessary expenses will be reimbursed. The Board conducts the current business of the association and prepares the General Assembly. It submits activity reports, the cash report for the past financial year and a proposal for the business plan for the next financial year to the regular General Assembly. The Board is authorised to amend or supplement the Statutes to the extent that this becomes necessary due to official requirements. It must submit such changes or additions to the next general assembly for confirmation.
    8. The association is represented judicially and extrajudicially by the Board. The Chairwoman of the Board is always entitled to represent the association alone. Otherwise, two members of the Board always jointly represent the association. The Chairwoman of the Board can grant the right to represent the association alone.
    9. Declarations, by which the association is to be bound, must be made in writing.
    10. Members of the Board may be exempted from the restriction of § 181 BGB for a single legal transaction by resolution of the General Assembly.

VII. The General Assembly

    1. The General Assembly of Members shall manage the affairs of the association, unless such management is assigned to the Board. In particular, it has the following responsibilities:
      1. Election of the Board
      2. Receipt of the activity reports and the cash report
      3. Adoption of an annual business plan
      4. Election of the Treasurer. The Treasurer shall be elected for 2 years by a simple majority of votes. Re-election is possible.
      5. Resolution on any amendments to the Statutes
      6. Resolution on the Contribution Rules and any amendments to it on the proposal of the Board
      7. Voting on possible appeals in cases of exclusion, to the extent that this becomes necessary under Article 3(5)
    2. The General Assembly of Members is convened and chaired by the Chairwoman of the Board or, in her absence, by the Deputy Chairwoman. The meeting must be convened by invitation of the members in text form with a notice period of four weeks, including the agenda. Motions and questions to the Board must be submitted in writing at least one week before the General Assembly.
    3. The ordinary General Assembly of Members should take place once a year. This can take place both as a face-to-face meeting and virtually. In addition, the General Assembly may also adopt resolutions by way of circulation. The General Assembly shall include at least the following items:
      1. Report of the Board on its activities in the past financial year
      2. Cash report of the Treasurer for the past financial year
      3. Discharge of the Board
      4. Resolution on the business plan for the next financial year to be proposed by the Board
    4. An extraordinary General Assembly must take place within four weeks,
      1. as soon as the Board considers it necessary; or
      2. as soon as at least 1/3 of the members request this in writing, stating the purpose and reasons.
      3. In addition, the provisions of the German Civil Code (Bürgerliches Gesetzbuch) on the law of associations in their respective version shall apply.
    5. Any duly convened general meeting has a quorum. The General Assembly of Members, in which every member is entitled to vote, passes its resolutions with a simple majority of the votes of those present. In the event of a tie, the vote of the Chairwoman or, if she is prevented from attending, the vote of the Deputy Chairwoman shall be decisive. Resolutions on amendments to the statutes, which must be included as agenda items on the invitation to the General Assembly, as well as on the premature dissolution of the association require a majority of 3/4 of the votes of those present. The right to vote in the General Assembly of Members may be exercised by another member of the association with written power of attorney. A member who is so represented is considered to be present.
    6. The General Assembly of Members may adopt election regulations.
    7. A member may participate in a general meeting without being present at the place of the meeting. In this case, members’ rights may be exercised by means of electronic communication (virtual General Assembly). In addition, members may cast their votes in text form before the General Assembly (combined General Assembly).
    8. A resolution without a meeting of the members may be passed by circulation. In this procedure, all members must have been informed in advance of the entire subject of the resolution. At the same time, the Board shall set a deadline of four weeks for the members to cast their votes in text form. After the expiry of the deadline, the resolution shall be adopted by the Board and communicated to the members in the form of minutes.

VIII. Minutes

  1. At all General Assemblies and Board meetings, the results are to be recorded in minutes which are to be signed by the Chairwoman or her deputy and the Executive Secretary.

IX. Committees and Working Groups

  1. To support the Board of the ProFiL Netzwerkverein e.V., commissions and working groups are formed for specific tasks, whose members are appointed by the Board. The committees and working groups may also include persons who are not members of the association but who are knowledgeable about the subject.

X. Financial Year

  1. The Treasurer shall prepare a cash report for each financial year, which shall be reviewed by the Auditor of the association before the annual General Assembly.

XII. Dissolution

  1. In the event of dissolution of the association or if tax-privileged purposes cease to exist, the association’s assets will be transferred to the ProFiL Programme, which must use them directly and exclusively for tax-privileged purposes in accordance with Art. 2 Para. 1-5 of these Statutes.

XIII. Final Provision

  1. In addition, the provisions of the German Civil Code (Bürgerliches Gesetzbuch) on the law of associations in their respective version shall apply.

Berlin, November 28th 2018