Ordinance of the Arbeitsgemeinschaft Wärmebehandlung und Werkstofftechnik e. V.

Section 1 Name, Registered Office and Financial Year

The name of the Association is Arbeitsgemeinschaft Wärmebehandlung und Werkstofftechnik e.V. (AWT). Its registered office is located in Bremen and it is entered in the Bremen register of associations. Its financial year is the calendar year.

Section 2 Objective and Public Utility

2.1  AWT promotes research and development in the areas of heat treatment and materials technology and contributes to the dissemination of knowledge and information in those areas.

2.2    It pursues this objectives primarily through:

  • events (the heat treatment congress “Härterei Kongress”, conventions, symposiums, lecture series, seminars and courses);
  • preparing recommendations and guidelines for technical processes and involvement in standardisation;
  • initiating and funding research projects;
  • involvement in the non-profit materials science foundation Stiftung Institut für Werkstofftechnik, Bremen, as the first benefactor;
  • publishing publications and documentation.

In order to fulfil its objective, AWT cooperates with domestic and foreign companies, associations and institutions.

2.3  AWT pursues exclusively and directly non-profit objectives in the meaning of the “Tax-Privileged Purposes” section of the German Tax Code (AO). It is a non-profit organisation and it does not pursue its own commercial objectives in the first instance.

2.4  No persons must benefit through expenditure which is not related to AWT’s objective or through disproportionately high remuneration. AWT’s funds can only be used for purposes which are consistent with these Articles of Association.

2.5  AWT’s members cannot receive any shares in profits or receive any other benefits from AWT’s funds in their capacity as members. If they leave AWT or if it is dissolved they shall have no entitlement either to have paid contributions returned or to AWT’s assets.

 

Section 3 Membership

 

3.1    AWT has personal and funding members.

3.2   Personal members can be persons who are active in the areas in which AWT is involved. Funding members can be companies or corporations (undertakings, associations or societies) which are interested in and support AWT’s work. Membership must be applied for in writing. The Executive Board shall make the decision as to whether to grant membership.

 

3.3   AWT’s members shall have the right to participate in its work. They shall have access to the results of the scientific work carried out by AWT and, within the limits of AWT’s capacities, they shall be entitled to receive technical and scientific advice. They are obliged to acknowledge AWT’s Articles of Association. A contribution shall be collected from AWT’s members. The amount of the contribution shall be regulated by the Contribution Rules to be issued by the General Meeting, which do not form a part of these Articles of Association. The contributions shall be collected annually by the Head Office following notification by post.

 

3.4   Membership shall end upon the death of a personal member or for funding members upon the dissolution of the company or corporation, through withdrawal, which is only possible at the end of each financial year and must be declared to the Executive Board in writing giving three-months’ notice, through a resolution of the Executive Board on exclusion due to actions which are contrary to AWT’s interests or its Articles of Association (including failure to pay due contributions despite receiving two reminders) and/or if full citizen’s rights are lost. Overdue contributions may also result in exclusion.

 

Section 4 AWT’s Corporate Bodies

AWT’s corporate bodies are the General Meeting, the Executive Board, the Advisory Board, the Scientific Board, the auditors, the Management, the research committees and the heat treatment chapters.

 

Section 5 The General Meeting

5.1   In each financial year at least one General Meeting must be convened, to which the members must be invited by the Chairman of the Executive Board with at least four weeks’ advance notice, specifying the agenda. Further General Meetings must be convened (specifying the agenda) with at least four weeks’ notice, if:

  • the Executive Board makes a decision to that effect;
  • the Advisory Board makes a decision to that effect;
  • at least 20% of the members make a request to that effect in writing.

The General Meeting is capable of adopting resolutions, provided it has been correctly convened and a majority of the Executive Board is present. Every member present shall have one vote. General Meetings shall be chaired by the Chairman of the Executive Board or by one of the Deputy Chairmen thereof. General Meetings convened by a decision of the Advisory Board shall be chaired by the Chairman of the Advisory Board.

 

5.2   The General Meeting is responsible for:

1.    Approving the annual report of the Executive Board and the Management;

2.    Approving the Executive Board’s report on the annual financial statements;

3.    Adopting resolutions on budget planning;

4.    Approving the auditors’ report and granting the Executive Board and the Management and acknowledgement of the performance of their duties;

5.    Approving the annual reports of the research committees and heat treatment chapters; Approving the annual report of Stiftung Institut für Werkstofftechnik, Bremen;

6.    Adopting resolutions on the Contribution Rules as proposed by the Executive Board;

7.    Electing the Executive Board;

8.    Electing the Advisory Board;

9.    Electing the auditors;

10.  Appointing and dissolving research committees as proposed by the Executive Board;

11.  Appointing and dissolving heat treatment chapters as proposed by the Executive Board;

12.  Amending the Articles of Association and adopting a resolution on the dissolution of AWT;

13.  Consultation regarding further tasks relating to AWT.

 

5.3   The General Meeting shall adopt resolutions with a simple a majority of the members present. Amendments to the Articles of Association shall require a majority of three quarters of the members present. A resolution on the dissolution of AWT must be adopted in two votes separated by an interval of at least fourteen days by at least three quarters of the members present for each vote. Motions for amendments to the Articles of Association or for the dissolution of AWT must be included on the agenda submitted with the invitation. Resolutions shall be adopted in an open ballot, unless a secret ballot is explicitly requested in an individual case. Elections shall be secret, unless unanimous election by acclamation is opted for. Every member shall have one vote.

5.4  Minutes must be recorded on the course of General Meetings containing the adopted or rejected resolutions and the outcome of any elections. The minutes must be signed by the chairman of the meeting and the appointed minutes secretary, if any, and submitted to the members not later than with the invitation to the next General Meeting. 

 

Article 6 The Executive Board

6.1   The Executive Board shall consist of at least nine and not more than twelve members who are active in the areas in which AWT is involved. The members of the Executive Board shall be elected by the General Meeting with a simple a majority, for a period of four financial years. Re-election is permitted. The Executive Board shall remain in office until a new election or re-election. Personal members and representatives and/or senior employees of funding members of AWT shall have a passive voting right. If a member of the Executive Board resigns during his/her term of office, the Executive Board will be able to co-opt a successor for the remaining term of office until the next election of the Executive Board (co-opting must occur if and to the extent that the Executive Board consists of less than nine members). Every two years, half of the members of the Executive Board must be elected. At least half of the members of the Executive Board must belong to industrial and services companies. No remuneration shall be paid for work performed for the Executive Board. The members can be reimbursed for the costs they incur in connection with their work up to an amount of € 500.00 (per annum). The Managing Director of Stiftung Institut für Werkstofftechnik shall be a member of the Executive Board unless the General Meeting decides otherwise.

6.2  The Executive Board shall run AWT in accordance with its Articles of Association. It shall provide advice and make decisions in all matters which are submitted by the General Meeting or the Advisory Board. It shall carry out the decisions of the General Meeting and shall oversee AWT’s ongoing activities. The Executive Board shall draw up the budget plan. It is obliged to report to the General Meeting and is accountable to it.

The Executive Board shall elect from among its number a chairman and three deputy chairmen as the Managing Board, for a period of two years each.

The Executive Board shall elect the members of the Scientific Board and the representatives of AWT in the bodies of Stiftung Institut für Werkstofftechnik.

The Executive Board shall issue its own internal regulations, which do not form a part of these Articles of Association.

6.3  The Managing Board (the Chairman and Deputy Chairmen) is the “board” (Vorstand) in the meaning of Article 26 of the German Civil Code (BGB). The members of the Managing Board shall be authorised to individually represent AWT.

6.4  The Executive Board shall determine the location of the Head Office, appoint the Business Manager and define the scope of his/her duties.

6.5   The Executive Board is authorised to redesignate items of the budget plan as required, taking into account the Association’s objective.

6.6   The Executive Board can grant the badge of honour to personal members who have made an outstanding contribution to the work of AWT. In special cases, it can grant them the status of honorary member or honorary chairman.

6.7  The Executive Board can award the Adolf Martens Medal to persons who have made an outstanding scientific contribution in the areas in which AWT is involved. As a result of the award, the holders of the Adolf Martens Medal shall become personal members of AWT.

6.8  The Paul Riebensahm Award shall be awarded at each Heat Treatment Congress (Härterei Kongress) for scientists under 35 years of age. The recipient of the award shall be decided by a panel, the members of which shall be determined by the Executive Board.

6.9   The nomination rights and formal rules for awards shall be set out in the Award Rules, which do not form a part of these Articles of Association and shall be determined by the Executive Board.

 

Section 7 The Advisory Board

7.1.  The Advisory Board shall consist of at least six and not more than nine members, who shall be elected by the General Meeting for a period of four financial years. Personal members and representatives and/or senior employees of funding members shall be elected to the Advisory Board. Representatives of technical/scientific or business associations can also be members of the Advisory Board. One representative of the Bremen State Government shall be elected as a member of the Advisory Board. The Chairman of the Executive Board of Stiftung Institut für Werkstofftechnik, Bremen is obliged to report to the Advisory Board. As a rule, every two years half of the members of the Advisory Board shall be elected. Re-election is permitted. The Advisory Board shall elect a chairman from among its number. No remuneration shall be paid for work performed for the Advisory Board.

7.2   The Advisory Board shall advise the Executive Board and the Management with regard to all basic matters concerning AWT. The Chairman of the Advisory Board must be invited to all meetings of the Executive Board and General Meetings. The Advisory Board shall espouse AWT’s objectives.

 

Section 8 The Scientific Board

The Scientific Board elected by the Executive Board shall advise the Executive Board with regard to the initiation and funding of research projects in the areas in which AWT is involved, as well as in general scientific matters. It shall assess research applications and support research projects. The Scientific Board shall have up to ten members, who must be scientifically active in the areas in which AWT is involved. They shall be elected for a period of four financial years. At least half of the members should have an industry background. The Managing Director of Stiftung Institut für Werkstofftechnik, Bremen shall belong to the Scientific Board. The Scientific Board shall issue its own internal regulations, which do not form a part of these Articles of Association.

 

Section 9 Auditors

The General Meeting shall elect two auditors for a period proposed by the Executive Board. After the end of each financial year and after the annual financial statements for that year have been submitted, the auditors shall carry out a detailed audit of the cash management, books of account and supporting documents.

 

Section 10 The Management

The Executive Board can appoint (and dismiss) a Business Manager to carry out particular current transactions and run the Head Office. The Business Manager shall be a special representative in the meaning of Article 30 of the German Civil Code (BGB). He/she shall be subject to the supervision and instructions of the Executive Board. The scope of the Business Manager’s duties and his/her authority to represent the Association shall be regulated in the internal regulations to be issued by the Executive Board. Neither the Business Manager nor any other management employees must benefit from disproportionately high remuneration.

 

Section 11 Research Committees

The research committees are bodies of AWT which act as a subject-specific exchange platform for the transfer of knowledge and information in specific specialist areas of heat treatment and materials technology. They are also responsible for the initiation and supervision of AWT’s research projects. Each research committee shall be headed by a manager elected from among the committee’s number. The establishment and management of a research committee must be confirmed by AWT’s Executive Board. The tasks of the research committees and their managers shall be regulated in internal regulations according to requirements laid down by the Executive Board.

 

Section 12 Heat Treatment Chapters

The heat treatment chapters shall act as regional exchange platforms in Germany in the area of heat treatment and materials technology. They shall hold information events with discussion forums. The organisation and content of those events shall be determined by the manager or management board of the heat treatment chapter. The establishment and tasks of the heat treatment chapters and their management shall be regulated in internal regulations according to requirements laid down by the Executive Board.

 

Section 13 Stiftung Institut für Werkstofftechnik

9.1   Based on an endowment agreement, AWT is the first benefactor of the foundation Stiftung Institut für Werkstofftechnik, Bremen. The second benefactor is the Free Hanseatic City of Bremen. The endowment agreement regulates AWT’s involvement in that foundation. AWT is obliged to provide its revenues to the foundation to the extent they are not needed for other tasks provided for in its Articles of Association.

9.2  AWT shall delegate to the Executive Board of Stiftung Institut für Werkstofftechnik two members to be elected by the Executive Board of AWT and their deputies, for a period of two years. Re-election is permitted. As a rule, the Chairman of AWT and his/her predecessor shall be members of the foundation’s Executive Board. The members of the foundation’s Executive Board delegated by AWT shall be accountable to AWT’s Executive Board.

9.3.  AWT’s Executive Board shall appoint six members of the Scientific Board of Stiftung Institut für Werkstofftechnik, for a period of four years. At least four of the members appointed must be active in industry.

9.4  The voting right of the Managing Director of Stiftung Institut für Werkstofftechnik shall be suspended in elections under Sections 9.2 and 9.3.

Section 12 The Dissolution of AWT

AWT can only be dissolved by a resolution of the General Meeting (see Section 5.3 of these Articles of Association). If the Association is dissolved or suspended or if it abandons its existing objective, its assets shall transfer to Stiftung Institut für Werkstofftechnik, which shall use them directly and exclusively for non-profit purposes in the meaning of these Articles of Association.

 

Wiesbaden, 7 October 1987

Supplemented and amended 1993

Supplemented and amended 2001

Redrafted 2004

Redrafted 2012

 

Wiesbaden, 10 October 2012