Ferdinand Ries Society
Articles of Association
Section 1) Name, seat, fiscal year
- The Association bears the name “Ferdinand Ries Gesellschaft” (in Germany).
- The registered seat of the Association shall be Bonn.
- The Association shall be registered in the Register of Associations (Vereinsregister), whereupon it will carry the adjunct e.V. (eingetragener Verein – Registered Society).
- The fiscal year of the Association shall be the calendar year.
Section 2) Tasks / Purpose
The purpose of the Association is the furtherance of art and culture, especially music. This purpose shall be realized in particular by the pursuit of research into the life and works of Ferdinand Ries and by the publication of relevant literature. The Association will encourage performances of his works and support them within the scope of possibilities afforded by its non-profit status. The Association’s particular endeavour is to found, in collaboration with public institutions and other promoting organizations, a regularly occurring “Ferdinand Ries Festival”.
The Association has also set itself the task of researching into, and producing publications on, the lives and works of the other musical members of the Ries family (Johann, Franz Anton, Anna Maria Ries-Drewer, Hubert, Louis, Adolph and Franz Ries etc.).
Section 3) Non-profit status
The Association pursues exclusively and directly charitable purposes in accordance with the relevant section of the (German) Fiscal Code (“Tax-privileged Purposes”).
Section 4) Members
- Members of the Association may be individuals or legal entities under public law.
- The final decision on applications for membership lies with the Executive Board
Section 5) Advisory Board
- The Advisory Board gives advice on the activities of the Ferdinand Ries Society.
- Members of the Advisory Board may be individuals or legal entities under public law, the latter being admissible only if they are patrons of the Ferdinand Ries Society.
- Members of the Advisory Board are elected by the Members’ Assembly from proposals put forward by the Executive Board.
- The Advisory Board may draw up its own rules of procedure.
Section 6) Termination of membership of Association and Advisory Board
- Membership is terminated either through resignation or through exclusion.
- Resignation must be tendered in writing to the Executive Board with 6 months’ notice prior to the end of the respective calendar year.
- The exclusion of a member from the Association may be decided by the Members’ Assembly on condition that the reasons for exclusion are deemed important. The motion for exclusion must be approved by a majority of ¾ of the members present.
- Membership of the Advisory Board may be terminated through resignation, through cessation of the member’s support of the Ferdinand Ries Society or through exclusion. Clause 3 of Section 6 shall apply in the case of exclusion.
Section 7) Executive Organs
The executive organs of the Association are:
- the Members’ Assembly
- The Executive Board.
Section 8) Members’ Assembly
- The Members’ Assembly shall convene at least once every calendar year. It shall be announced in writing at least six weeks in advance by the Executive Board, stating the agenda; it shall also be convened if requested by at least one third of the members.
- The Members’ Assembly decides on:
a) the principles of the Association’s activities,
b) the exclusion of members,
c) the election and exclusion of members of the Advisory Board,
d) the election of the members of the Executive Board,
e) the budget as put forward by the Executive Board,
f) membership subscriptions
g) receipt and approval of the annual statement of accounts and formal approval of
the actions of the Executive Board,
h) amendments to the Articles of Association and dissolution of the Association
i) the beneficiary institution in the event of a dissolution of the Association.
- The Members’ Assembly shall constitute a quorum if at least half of the members and one further member are present. Should the Members’ Assembly not constitute a quorum, the Executive Board shall be obliged to convene a second Members’ Assembly with the same agenda within a period of three weeks. This assembly shall then constitute a quorum irrespective of the number of members present; this condition shall be clearly stated in the invitation.
- The Members’ Assembly shall take its decisions by a simple majority.
- Any decisions on amendments to the Articles of Association require a majority of two thirds of the members present.
- The deliberations and decisions of the Members’ Assembly shall be recorded in the minutes, which must then be signed both by the keeper of the minutes and by the respective chairman of the Members’ Assembly.
Section 9) Executive Board
- The Executive Board consists of the Chairman, the First Deputy Chairman and the Second Deputy Chairman.
- A secretary (keeper of the minutes) and/or a treasurer may, on the decision of the Members’ Assembly, be elected as members of the Executive Board.
- The Chairman and the two Deputy Chairmen are the legal representatives of the Association in accordance with Section 26 of the German Civil Code.
- The Chairman, the First Deputy Chairman and the Second Deputy Chairman may each represent the Association individually. In accordance with their internal terms of reference, the First Deputy Chairman may represent the Association only if the Chairman is prevented from doing so, and the Second Deputy Chairman may represent the Association only if the First Deputy Chairman is prevented from doing so.
- The Executive Board is elected for the duration of three years, but it may thereafter remain in office until such time as a new Executive Board has been elected.
- The Executive Board decides on the admission of new members and on proposals to the Members’ Assembly concerning candidates for election to the Advisory Board.
- The Executive Board shall take its decisions by a simple majority.
- The Executive Board must keep account of incoming and outgoing payments and at the end of the fiscal year draw up an annual statement of accounts. This statement must be presented to the next Members’ Assembly for approval.
Section 10) Appointment of Manager
The Executive Board may appoint a manager and itself decide the manager’s scope of authority and responsibility.
Section 11) Liability
The liability of the executive organs of the Association is limited to the Association’s assets.
Section 12) Profit
- The Association acts selflessly and does not primarily pursue economic purposes. The Association does not strive to make any profit.
- Pursuant to Section 55 (1) (1) of the (German) Fiscal Code, the members of the Association, in their capacity as members, shall not receive any benefits or allowances from the Association’s assets and funds; no member may benefit from any expenditure that is alien to the purpose of the Association or from an unreasonably high remuneration.
- The assets and funds of the Association may be used only for the purpose of the Association as defined in the Articles of Association.
- Decisions concerning the auditing of the Association’s accounts shall be taken by the Members’ Assembly.
Section 13) Dissolution of the Association
Should the Association be dissolved or its tax-privileged purpose cease to exist, the funds and assets of the Association shall devolve to a legal entity under public law or any other tax-privileged entity for the purpose of their continued use for the furtherance of art and culture, especially within the meaning of Section 2 of these Articles of Association.