- Time of issue:2018-09-14 00:00:00
Chinese-German Lawyer Association (Chinesisch-Deutscher Anwaltverein e.V., CDAV)
Articles of Association
1. Name, Location and Registration
1.1 The association’s name is “Chinese-German Lawyer Association” (Chinesisch-Deutscher Anwaltverein e.V., CDAV) .
1.2 The association’s location is Frankfurt am Main.
1.3 The association shall not use the suffix of “e.V.” until being registered in Association Registration Office.
2.1 The purpose of this association falls into the category of “undivided and direct non-profitable purpose” regulated in the chapter of “Favorable Tax Purposes” in Fiscal Code (Abgabenordnung, AO) of Germany.
2.2 The purpose of this association is to promote public education and vocational training, which can be realized through communication, mutual understanding and cooperation between lawyers in the People’s Republic of China and the Federal Republic of Germany.
2.3 The purpose of this regulation is to be realized through the following special ways: organizing meetings for lawyers interested in the association’s purposes; conducting cooperation with comparable legal researcher organizations in the People’s Republic of China; searching for and supporting scientific and professional communications; holding speeches and symposiums, etc.
2.4 The activities of this association do not seek any gain, and the association doesn’t take obtaining any profit as its primary purpose.
2.5 The capital of the association shall only be used for the purposes as described in this Articles. Members of the association shall not be subsidized by the capital of the association.
2.6 No one shall obtain any privilege via the expenditures inconsistent with the purpose of the association or disproportionately high reward.
3.1 Any lawyers obtaining lawyer license from the People’s Republic of China and the Federal Republic of German are entitled to join the association. Those from other countries can also join the association on the condition that he or she has business in either China or Germany. Any lawyer group can also become member of this association on the condition that it shall assign a licensed lawyer to the association as a standing specialist.
3.2 The decision for admission of new members shall be made by the executive board of the association by reviewing their written applications.
3.3 On the condition that a 3-month notice of rescission is given, membership can be rescinded at the end of a calendar year by means of submitting a written statement to the Executive Board of the association.
3.4 Membership can be cancelled if a member's misconduct has severely damaged the benefit of the association, and the relevant decision shall be made by the Executive Board of the association.
3.5 Membership will be terminated on the condition that the member has lost the necessary factors of owning the membership such as losing capacity for civil conduct or demising.
3.6 Members deprived of membership shall have no right to claim for the assets of the association.
3.7 Resolutions on the collection, amount and deadline of membership fees shall be passed at the member representatives meeting; and the meeting can make relevant rules on the collection of membership fee, which are not a part of this Articles. No membership fee will be charged in the first two years after the establishment of this association.
The organizations of the association are as follows: member representatives meeting, election committee, executive board, counseling committee, special committee, professional committee, and branch associations in other cities.
5. Member Representatives Meeting
5.1 Member Representatives Meeting will establish operating regulation of the association. The meeting can make instructions or put forward wishes to the Executive Board within the framework of this Articles. The following items also fall into the responsibilities of Member Representatives Meeting: accepting and approving the working report submitted by the Executive Board; reviewing and discussing the annual financial report submitted by the Executive Board, and voting on exempting the Executive Board from liabilities according to the status of business operation and financial management; making modification(s) to the Articles; dismissing the association and handing over the assets of the association.
5.2 A regular meeting of member representatives will be held once every four years, and a member representatives meeting can also be held for the benefit of the association or on the condition that at least one tenth of member representatives have required to hold a meeting by means of giving grounds and reasons in written form.
5.3 A meeting notice shall be given by the Executive Board in written form or via e-mail 4 weeks before each member representatives meeting, stating the meeting schedule and agenda. The motion on the meeting schedule and agenda shall be noticed to the Executive Board at least 2 weeks before the meeting.
5.4 The chairman of meeting shall be the chairman of the Executive Board; if the chairman of the Executive Board is unable to fulfill such duty, the first vice chairman of the Executive Board will act as the chairman of meeting, and if the first vice chairman of the Executive Board is unable to fulfill such duty, the second vice chairman of the Executive Board will act as the chairman of meeting. If none of the above three persons is able to attend the meeting, the meeting chairman shall be elected by member representatives at the meeting. If the secretary general cannot attend the meeting, the member representative conference shall designate a person as recording clerk of the meeting.
5.5 Each Member Representatives Meeting held according to the relevant regulation, regardless of the number of the attending member representatives, shall have the right to make any resolution.
5.6 Any member representative can authorize another member representative to perform his or her membership rights at the meeting. The authorization shall be in written form, and the authorized member shall present it at the meeting at the request of the meeting chairman.
5.7 Resolutions of the member representatives meeting shall be made by the simple majority in the vote, however, any resolutions on modifying this Articles and purpose of the association must obtain a three fourths majority of the voting representatives and also obtain the consent of the Election Committee.
5.8 All resolutions made at the member representatives meeting shall be recorded into meeting minutes which shall be signed by both the chairman and secretary general (or the recording clerk designated by the member representative meeting according to above Article 5.4) of the meeting.
5.9 Member representatives shall be elected or recommended from the association members. The rules of election and recommendation shall be decided by the Executive Board.
The lawyer representatives shall attend lawyer representatives meetings, and exercise and fulfill the following rights and responsibilities: exercising the rights to review, vote, make proposals and suggestions, elect or be elected; reflecting members' suggestions and advices, protecting members' rights and interests; and, other rights and responsibilities set forth herein.
5.10 Ways of withdrawal for member representatives:
Active withdrawal: a member’s representative qualification will be cancelled at the end of the calendar year after his/her submitting a statement to the Executive Board on the condition of giving a 3-month notice.
Automatic withdrawal: after losing membership.
Passive withdrawal: be kicked out of the association by the Executive Board due to any misconduct.
6. Election Committee
6.1 Election Committee elects the members of the Executive Board.
6.2 Election Committee is comprised of 7 members, and the seven founding members shall be the member of Election Committee during the establishing period of the association. All members of Election Committee must be the member of the association. The members of Election Committee will continue holding such post, as long as they are the members of the association.
6.3 Should one or some of the members withdraw from the Election Committee, his/her successor will be designated by the Election Committee.
6.4 Election Committee can make rules of conduct by itself, which, however, will not be part of this Articles.
6.5 Without the approval from Election Committee, member representatives meeting cannot modify any provision (Article 6) hereof concerning election committee. The same also applies to the rules of this article.
7. Executive Board
7.1 Executive Board is, according to the resolutions of member representatives meeting, responsible for the affairs of the association within the framework of this Articles. It will decide on the setup and readjustment of professional committee, special committee, counseling committee, and branch associations in other cities. Executive Board will make budget for the association and decide on how it will be used.
7.2 Executive Board of the association is comprised of chairman, first vice chairman, second vice chairman and secretary general. The secretary general also performs the duties of recording clerk. Besides, the board can also elect 4 additional directors at most.
7.3 According to §26BGB of German Civil Code, an "Executive Board with representation right" is comprised of chairman, first vice chairman, second vice chairman and secretary general. Chairman of Executive Board independently represents the association while handling external affairs, and first vice chairman, second vice chairman and secretary general can represent the association while handling external affairs together with another member of Executive Board with representation right.
7.4 Members of Executive Board are elected by Election Committee, with a term of office of 2 years; Each member of Executive Board shall be in office till the next election ends. Members of Executive Board must be members of the association, and can serve another term if reelected.
7.5 The decision of Executive Board shall be made by the simple majority in the vote, and chairman of Executive Board shall have the right of making final decision when there is a tied vote.
7.6 Executive Board can adopt its own rules of procedure, which will not be an integral part hereof.
8. Branches in Other Cities
8.1 The association has branches in many cities, which are the executing organizations of the association, doing all relevant daily works in their own cities, and they are accountable to Executive Board of the association, and report to Executive Board on a regular basis.
8.2 Responsibilities of branches in other cities: executing all decisions made at the meeting of Executive Board; submitting working suggestions to Executive Board; doing all relevant daily works in their own cities; taking on the tasks and works assigned by Executive Board and chairman meetings; other works set forth herein.
8.3 Every branch association has one director, one deputy director, and one executive director.
8.4 Other responsibilities as set forth herein or authorized by the directors of the association.
9. Counseling Committee
9.1 This association can have a counseling committee, of which the appointment shall be decided by Executive Board.
9.2 The responsibility of the counseling committee is to offer professional counseling and international legal service cooperation to Executive Board.
This Committee can develop the association's goals, and it is comprised of professionals in different fields of judiciary, science, research and teaching, etc.
9.3 Members of Counseling Committee will be elected every 6 years by Executive Board, and they are not necessarily members of the association. Members of Counseling Committee can serve another term if reelected.
9.4 The Committee can adopt its own rules of procedure, which will not be an integral part hereof.
10. Dissolution of the Association and Handover of the Association's Assets
10.1 The dissolution of the association shall require a four fifths majority of total valid votes.
10.2 When the association is dissolved or the purpose of its enjoying tax preference is no longer existent, the assets of the association will be handed over to the city government of Frankfurt am Main, who can only use these assets for the purpose of public welfare.
11. Special Provisions
The Chinese version of this Articles is only for the purpose of information acknowledgement. For final interpretation, please refer to the German version of this Articles.
August 29th, 2017 in Frankfurt am Main