§ 1 Name and Seat of Association
1. The name of the registered association is: “UNICORE Forum e.V.”
2. Seat of the association is Offenbach/Main.
§ 2 Objective and Tasks
1. UNICORE Forum promotes the use of high performance computers in science and research. It supports the Scientific Counsel’s relevant recommendations by ensuring that authorised scientists at German research institutions and universities have easy and secure access from their workstation to national high performance computers. This objective shall be achieved by specification and use of a newly developed access software named UNICORE (uniform access to computer resources).
2. The Association promotes development and distribution of UNICORE by:
- promoting national and international distribution and use of UNICORE
- discharging specification of UNICORE interfaces
- publicising UNICORE specifications
- developing UNICORE specifications further
- certification of UNICORE implementations
3. The Association pursues directly and exclusively non-profit making objectives as envisaged by the German Fiscal Code. It’s activities are unselfish and in the first place does not pursue profitability as a means to an end. Funds/income (earnings) of the Association shall be used exclusively for purposes in conformity with these By-laws. Members shall not be entitled to profit sharing, and in their capacity as members shall not be eligible to receive any allowances from funds of the Association.
4. Upon retirement or in the event of dissolution of the Association members shall not be entitled to a refund of their fees or any other allowances.
5. No person shall be favoured by allowances or by excessively large remuneration, foreign to the objectives of the Association.
§ 3 Executive Bodies
1. The Executive Bodies of the Association are:
- the Managing Board
- the meeting of members
2. Any action to be taken by the Executive Bodies may be taken in writing provided, none of the members of the respective Executive Bodies raise an objection.
§ 4 Managing Board
1. The Managing Board of the Association is made up of a Chairman, a Clerk, a Treasurer and one other member of the Managing Board. Two members of the Managing Board shall be required and considered sufficient to issue legally binding statements.
2. Members of the Managing Board are elected at a meeting for a period of two years.
3. The business of the Association shall be managed by the Managing Board. In particular, these include:
- preparing the annual budget, annual report and final accounts
- preparing and carrying out resolutions adopted at meetings
- passing of resolution concerning admission and removal of members
4. To assist the Managing Board in its discharge of duties, in particular the day-to-day business of the Association, the Managing Board may make use of a Management, authorised or employed for this purpose.
5. The Managing Board shall decide on an internal code of procedure.
6. Upon termination of their term of office, members of the Managing Board shall remain in office until a successor has been elected. Should any member of the Managing Board retire prematurely the Managing Board may appoint a member of the Association on a temporary basis until such time that a new member has been elected.
§ 5 Technical Advisory Board
1. The Association may elect a Technical Advisory Board consisting of maximum eight (8) natural persons. The function of the Technical Advisory Board is to advice and support the Managing Board and Management in the discharge of their duties.
2. Members to the Technical Advisory Board shall be elected at a meeting at the suggestion of the Managing Board, for a period of two (2) years.
3. Members of the Managing Board and Management shall attend meetings of the Technical Advisory Board in an advisory capacity.
4. Chairman and representative of the Technical Advisory Board shall be elected from its numbers for a period of two (2) years.
5. The Technical Advisory Board may decide on an internal code of procedure to be approved by the Managing Board.
§ 6 Meetings
1. The Managing Board shall convene an annual general meeting at least once a year.
2. An extraordinary meeting shall be convened if demanded by one third of the members or on retirement of the Managing Board.
3. Written notice stating time and provisional agenda, including all necessary documents shall be sent to members at least one month prior to the date of the meeting.
4. Applications to the agenda shall be submitted in writing to the Managing Board at least two weeks before the meeting. In the event that the Managing Board rejects the application for admission to the agenda the applicant may request that members present shall decide on admitting the application to the agenda.
5. Minutes of Meeting shall be kept of procedure and resolutions adopted.
§ 7 Responsibilities of Meetings
Responsibilities of meetings shall include:
- adopting resolutions submitted by the Managing Board
- electing members to the Managing Board
- electing members to the Technical Advisory Board
- setting membership fees
- approving the annual budget
- appointing Auditors for the annual accounts
- accepting and adopting annual reports and final accounts
- releasing the Managing Board
- resolutions concerning amendments to By-laws
- resolution concerning dissolution of the Association
§ 8 Procedure at Meetings
1. At the meeting members shall elect from their numbers a Chairman to chair the meeting and open the next meeting.
2. Resolutions are adopted by simple majority of votes of members present, unless otherwise prescribed by these By-laws. At a parity of votes an application shall be considered rejected.
3. The meeting shall constitute a quorum if half of the members entitled to vote are present. If no quorum is present a new meeting shall be convened within eight (8) weeks, and irrespective of the number of members present it shall constitute a quorum. If relevant prior notice was given in the notice of meeting a new meeting may be convened immediately after the meeting without quorum.
4. Members of the Managing Board shall be elected by secret ballot. Members of the Managing Board are elected at the first ballot. The election shall be made by placing a cross after the candidate’s name on the ballot. All names of candidates must be listed on the ballot. Candidates receiving the majority of votes shall be considered elected. At a parity of votes the outcome shall be decided by drawing lots. A ballot shall be invalid if the number of crosses placed after the name of a candidate is higher than the number of members voting. For the counting of votes and drawing lots the meeting may call upon a board of examiners.
5. The meeting shall decide of an internal code of procedure.
§ 9 Members
1. Juristic persons of public and civil law may be accepted as members from whom an important contribution towards the objectives of the Association may be expected.
2. Juristic persons shall appoint a representative for their representation at the Association.
3. Natural persons may be accepted as members if important contributions towards the objectives of the Association may be expected from them.
§ 10 Duties and Obligations of Members
1. Members shall be obliged to support the Association in achieving its objectives, in particular by:
- collaborating with UNICORE specification
- adhering to the technical, organisational, administrative and beneficial use of UNICORE rules
- promoting the use of UNICORE
2. Membership fees are due annually, payable in advance.
§ 11 Procedure for Admission
1. Application for admission to the Association shall be made in writing, addressed to the Managing Board.
2. The Managing Board shall decide on the admission. In the event of a negative vote by the Managing Board the applicant may raise an objection. If this is the case the Managing Board shall present the application to the meeting for a final decision. The meeting may disaffirm the Managing Board’s decision by a 2/3 majority vote of members present.
§ 12 Commencement and Termination of Membership
1. Membership shall commence with the Managing Board’s resolution of admission.
2. Membership may be terminated by written notice submitted to the Managing Board to the end of each financial year by observing a six months period of notice.
§ 13 Removal of Members
The Managing Board shall be entitled to remove any member not fulfilling his/her duties and obligations towards the Association or seriously violating its objectives.
Such member shall have the right to object to the meeting within one month of receiving the resolution of removal. The meeting may disaffirm the Managing Board’s decision by a 2/3 majority vote of members present.
§ 14 Membership Fees, Donations
1. Type and amount of membership fees shall be determined by the meeting. The Association may accept voluntary contributions to finance its objectives.
2. Membership fee for the first full financial year shall amount to 1000 Euro.
§ 15 Use of Funds
At the Annual General Meeting the Managing Board shall be obliged to table a report concerning the use of funds. At the end of a financial year the use of income shall be checked by two Auditors as appointed.
§ 16 Financial Year
The financial year shall be the full calendar year.
§ 17 Arbitration and Jurisdiction
1. In the event of dispute between members and the Association the parties shall endeavour to reach an amicable settlement.
2. If a settlement cannot be reached such dispute, by excluding the regular course of law, shall be settled by a Court of Arbitration which shall also decide on the cost of proceedings and its apportioning among the disputing parties. The Court of Arbitration shall consist of two arbitrators and one chairman. Each party shall name an arbitrator within three weeks of summons by the other party who shall also name its arbitrator. If one of the parties is in delay naming an arbitrator or if both parties fail to agree on the chairman within a period of 14 days, the President of the Court of Appeal shall be asked to name the other arbitrator. The party calling upon the Court of Arbitration shall be responsible for advancing costs.
3. Place of jurisdiction is seat of the Association.
§ 18 Amendment to By-laws
1. Any amendments to these By-laws shall be agreed by the meeting by a majority of three-quarters of votes passed.
2. Notification of application for amendment to By-laws shall be given one month prior to the meeting. This shall not apply to applications for or against amendment by the meeting of members.
3. Any resolution concerning amendments to these By-laws, and prior to its application, shall be presented to the registration court at the respective tax office.
§ 19 Amendment to Objectives and Dissolution of Association
1. Any amendment to the objectives as well as dissolution of the Association shall be resolved only by a majority vote of three-quarters of members present. If less than half the members are present a newly convened meeting shall constitute a quorum.
2. Upon dissolution of the Association members shall decide on the use of the Association’s funds. The funds shall be used for public benefits of promoting research. The relevant resolution of the meeting may only be carried out following approval by the tax office.