Articles of association

§ 1

Name, registered office and financial year

1. The association bears the name Deutsch-Georgische
2. Juristenvereinigung e.V.
   The association has its registered office in Munich.
3. The financial year is the calendar year.

§ 2
Purpose of the association

The purpose of the Association is to promote mutual knowledge of legal systems, legal practice and areas of legal activity as well as to promote science and research, education and training. Furthermore, the Association shall endeavor to impart knowledge of the law and legal institutions of both countries through publications, lectures and other events as well as by encouraging and supporting academic work on issues of importance to lawyers in both countries. The purpose of the statutes is realized in particular through the implementation of academic events and research projects and the awarding of research contracts.

§ 3
Non-profit status

The Association pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Tax Code. The association is selflessly active; it does not primarily pursue its own economic purposes. The Association’s funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any benefits from the association’s funds. No person may benefit from expenses that are alien to the purpose of the Association or from disproportionately high remuneration.

§ 4
Membership

1. Any natural person, association of persons or legal entity under private or public law with a general or special interest in Georgian or German law may become a member of the Association.
2. The respective Board of Directors shall decide on the written application for membership. Membership is acquired by written confirmation of the respective board.
3. The General Assembly may elect honorary members at the proposal of the respective Board of Directors.
4. Membership ends

:
   1. with the death of the member, in the case of legal entities and associations of persons with their dissolution;
   2. with the written declaration of resignation, addressed to a member of the Executive Board, which is however only permissible at the end of a calendar month;
   3. by exclusion from the association.
5. A member who has seriously violated the interests of the Association may be expelled from the Association by resolution of the respective Board of Directors. Before expulsion, the member concerned must be heard in person or in writing. The decision on expulsion must be justified in writing and sent to the member by registered letter with advice of delivery. The member may lodge a written appeal with the Executive Board within one month of receipt. The respective general meeting shall decide on the appeal. If the member does not make use of the right of appeal within the deadline, he or she submits to the exclusion decision.

§ 5
Membership fees

Membership fees are annual fees and are due in advance on January 1 of each year. The General Meeting shall decide on the amount of the membership fees. Honorary members are exempt from the obligation to pay membership fees.

§ 6
Bodies of the association

The organs of the Association are the Board of the German-Georgian Lawyers’ Association and the General Meeting.

§ 7
Executive Board

The Executive Board consists of a President and two Vice Presidents, one of whom shall be based in Georgia and the other in Germany.
The Executive Board decides by simple majority. Written votes by members who are unable to attend are permitted. In the event of a tie, the President shall have the casting vote.
The Executive Board shall meet at the request of the President or two of its members as often as the interests and purposes of the Association require.
The Executive Board within the meaning of the German Civil Code (BGB) consists of the President and the two Vice-Presidents, two of whom are jointly authorized to represent the Association.
The Executive Board is elected by the General Meeting for a term of two years. The Executive Board remains in office until a new election is held in accordance with the Articles of Association.

§ 8
Advisory Board

At the proposal of the Executive Board, the General Meeting may appoint an Advisory Board for a period of two years to support and advise the Executive Board.
The Executive Board may also propose persons who are not members of the Association as members of the Advisory Board; however, it must ensure that these are persons who have a special position in German-Georgian legal relations.

§ 9
Management

1. The management of the association is carried out by a Secretary General. The management is based in Germany.
2. The Association is represented in and out of court by the respective management. The Executive Board is bound by the instructions of the Board of Directors. Powers of the Executive Board may be transferred in whole or in part to third parties.
3. The Executive Board is elected for a term of two years.
4. The Executive Board remains in office until a new election is held. If the Executive Board resigns during the term of office, the Board of Directors elects a new member for the remainder of the term of office.

§ 10
General Meeting

1. The General Meeting is generally held separately for Georgian and German members (General Meetings). The Executive Board shall inform each other of the dates and agenda of the respective General Meetings.
2. The respective General Meeting shall be convened annually by the President by personal invitation by means of a simple letter to the last known address of the members, observing a notice period of 2 weeks.
3. The invitation to the General Meeting shall include the agenda set by the Board of Directors.
4. In particular, the General Meeting has the following tasks relating to the respective country:
   1. Approval of the budget for the coming financial year;
   2. Acceptance of the report of the Executive Board and its discharge;
   3. Election of the Executive Board;
   4. Election of the management;
      Determination of the amount of the membership fee;
   5. Resolution on amendments to the Articles of Association and dissolution of the Association;
   6. Resolution on the appeal of a member against his/her expulsion by the Executive Board.
5. The dissolution of the Association requires a majority of ¾ of the members at the General Meeting. Otherwise, resolutions, including amendments to the Articles of Association, require a simple majority of the members present at the General Meeting.
6. The Executive Board must convene a general meeting without delay if the interests of the association so require or if at least 5% of the members request a meeting in writing, stating the purpose and reasons.
7. Minutes must be taken of the resolutions of the general meeting and signed by the chairperson of the meeting.

§ 11
Dissolution of the association

1. The dissolution of the association may only be decided at the general meeting. The resolution requires a majority of ¾ of the members present.
2. In the event of dissolution, the General Meeting shall appoint one or more liquidators who shall be entrusted with the liquidation of the Association’s assets and who shall be authorized to settle the debts and settle the assets.
3. In the event of dissolution, the Association’s assets shall be transferred to the Institut für Ostrecht e.V. in Munich in accordance with the resolution of the General Meeting, whereby it must be ensured that the earmarked assets are used for the intended purpose. Assets may only be transferred with the approval of the responsible tax office.

§ 12
Supplementary provisions

Unless otherwise stipulated in these Articles of Association, the provisions of §§ 21 ff of the German Civil Code shall apply in addition.