Constitution of the Beilstein-Institut
The Constitution of the Beilstein-Institut is:
§ 1 Name and Location
1.1 The Foundation established, under civil law, by the Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. (Max Planck Society for the Advancement of Science) is a non-profit making organisation and bears the name
Beilstein-Institut zur Förderung der Chemischen Wissenschaften
(Beilstein Institute for the Advancement of Chemical Sciences)
as a legal entity.
1.2 The Foundation is located in Frankfurt am Main.
1.3 The business year of the Foundation is the same as the calendar year.
§ 2 The Purpose of the Foundation
2.1 The purpose of the Foundation is the advancement of the chemical sciences.
2.2 The Foundation carries out its purpose particularly in that, in the area of chemistry and its related disciplines, especially those concerning information and communication, it
- builds, maintains, extends and improves scientific databases and information systems, as well as developing and making available any necessary electronic products;
- publishes scientific works in in printed and electronic form (e.g. the publication of web journals);
- arranges scientific symposia;
- awards prizes and stipends;
- establishes professorships;
- supports research, teaching and publication projects with financial help for personnel and material expenditure.
2.3 The Foundation, in pursuit of these aims, may also place (in part) the available means at the disposal of other non-profit making organisations active in the designated areas.
2.4 The Board of Directors is responsible for the disposition of the Foundation's means. The Foundation may also support certain purposes, preferentially or exclusively, for extended periods.
2.5 The Foundation does not exist for its own benefit, and pursuit of its own business aims is not its primary function. The Foundation pursues exclusively and directly the non-profit making aims as described in the section "Tax-favoured Aims" in the disposition regulations, i.e. scientific aims.
§ 3 The Foundation's Assets
3.1 The Foundation's assets consist of goods and articles belonging to the Beilstein-Institut including shares, trademarks and copyrights, as well as contractual rights described in the Appendices.
3.2 In the administration of its assets, and the disposition of individual assets, the Foundation is independent within the framework of its constitution and the appropriate laws governing charitable institutions.
3.3 The Foundation's assets must not be reduced, and may only be used when the survival of the Foundation remains guaranteed for a reasonable time, and with the permission of the Supervisory Authority. The amount thus released, should, insofar as it is possible, be returned to the Foundation's assets in the following years.
3.4 The Foundation is entitled to accept donations provided that these do not carry with them any conditions that contravene its constitution. Only donations expressly designated for the purpose may be used to increase the assets of the Foundation. Other donations (gifts) are to be used forthwith to finance the purposes and aims of the Foundation. Insofar as the Foundation is designated as a beneficiary, donations resulting from a death should, when in doubt, be treated as an addition to the assets.
§ 4 Financing the Foundation's Purposes
4.1 The Foundation finances the pursuit of its aims from the returns on its assets and from donations (available means). The Foundation's means may only be used in pursuit of the foundation's aims. Within the framework of the law applying to charitable organisations, these means may be placed in the reserves.
4.2 No individual or organisation may benefit from expenditure that is not related to the Foundation's aims or from other excessive payments (i.e. reimbursements of expenses, wages or other payments).
4.3 There is no legal claim on the Foundation's services.
§ 5 Governing Bodies
The governing bodies of the Foundation are the Foundation Council and the Board of Directors.
§ 6 Composition of the Foundation Council
6.1 The Foundation Council shall consist of a balanced number of persons belonging to both the scientific and business sectors. It consists of at least four, maximumnineindividuals who must not simultaneously be members of the Board of Directors
6.2 One member of the Foundation Council is nominated by each of
- the Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. (Max Planck Society for the Advancement of Science), from an area of research in natural sciences,
- the Johann Wolfgang Goethe University, Frankfurt am Main, from an area of research in natural sciences,
- the ministry of the state of Hessen, responsible for the advancement of science and
- the Gesellschaft Deutscher Chemiker e.V. (The German Chemical Society)
Members of the Foundation Council are not permitted to be members of the executive board of the nominating bodies in §6.2.
6.3 In addition, the Board of Directors, with the approval of the Supervisory Authority, may nominate and appoint further members of the Foundation Council. Appointment of the members is effective if not opposed within three weeks.
6.4 The formal appointment of a member of the Foundation Council is carried out by the Board of Directors. It is effective when the declaration of acceptance of the appointee is received by the Board of Directors.
6.5 The Board of Directors can set a deadline for the acceptance of a nomination. Should the declaration of acceptance not be received by the Board of Directors within this deadline, which must be at least two weeks from receipt of the letter of appointment, the Board of Directors can nominate another member of the Foundation Council.
6.6 The Supervisory Authority may oppose a nomination according to §6.2 on justified grounds.
6.7 The period of office of the Foundation Council members is four years commencing from the constitutional meeting. Re-appointment of Council members is possible.
6.8 Members of the Foundation Council, whose period of office has ended, remain in office until a successor has been nominated and/or the Foundation Council has been constituted with at least three new members.
6.9 If a member resigns prematurely, a new appointment for the remainder of the current period of office may be made by the Board of Directors or, if applicable, in accordance with the rights of nomination in §6.2.0. The Foundation Council may remove a member, on justified grounds, by an unanimous vote, in which the affected member has no voting rights. The member must be allowed the opportunity to defend himself or herself beforehand.
§ 7 Organisation of the Foundation Council
7.1 The members of the Foundation Council shall elect a Chairperson and a Deputy Chairperson from amongst themselves during the constituting meeting. These elections are valid for one period of office. Repeated election is possible. The Chairperson or Deputy Chairperson shall represent the Foundation before the Board of Directors.
7.2 If, after the election, either a further member of the Foundation Council is appointed, or the Chairperson resigns as Chairperson, or resigns completely from office, then a new election must take place at the next meeting of the Foundation Council. This is not necessary for the case of re-appointments according to §6.9.
7.3 As long as the Foundation council has neither a Chairperson nor deputy Chairperson, the oldest member of the Foundation Council shall assume their responsibilities.
7.4 The Chairperson or their deputy will call meetings of the Foundation Council,
- as necessary,
- if requested by a council member or the Board of Directors,
or, in any case, at least twice a year. The convening of meetings must be made in writing, with particulars of the proposed agenda, and with a minimum notice of two weeks. The date of the meeting and agenda are to be agreed on with the Board of Directors. The Board of Directors is entitled to attend the meeting.
7.5 Resolutions will be decided upon by a majority vote of the members in attendance. The Foundation Council is quorate when at least three voting members are present. In case of parity of votes the Chairperson has the casting vote.
7.6 The holding of a meeting is not necessary provided that all members agree to a written ballot.
7.7 At the request of the Board of Directors in urgent cases (this includes the case that a scheduling of a quorate meeting of the Foundation Council not be possible within a six-week period), resolutions may be made in writing, provided that no member of the Foundation Council objects within three days of receiving the document(s) requiring the casting of a vote.
7.8 Members of the Foundation Council will receive a reasonable honorarium for their attendance at meetings and will have their expenses reimbursed. The details are governed by the business rules of the Foundation.
§ 8 Duties of the Foundation Council
8.1 The Foundation Council advises the Board of Directors and supervises the correctness of its work. It determines the business regulations of the Foundation. Legal transactions or measures, in accordance with §11, require its approval.
8.2 The Foundation Council also takes decisions concerning
- the appointment, approval of the actions, and dismissal of members of the Board of Directors,
- employment contracts made with the members of the Board of Directors,
- the budget
- the guidelines for support and awards,
- the essential features of the capital investments
- the assessment of the annual statement of accounts.
§ 9 Composition of the Board of Directors
9.1 The Board of Directors consists of up to two members. The Foundation Council can additionally appoint a nominee of the Board of Directors as Deputy Director. The Deputy Director will also belong to the Board of Directors. The Board of Directors are full-time positions.
9.2 The Foundation Council appoints the Member(s) of the Board for a period of office of five years. Re-appointment of the board member is allowed. The period of office ends, however, when the member reaches the age of 65, unless the Foundation Council expressly decides on an extension. If more than one director is appointed, the Foundation Council must nominate one of them as the spokesperson for the duration of their period of office. The Deputy Director cannot be appointed as the spokesperson.
9.3 If more than one director is appointed decisions shall be taken jointly. In the case of a disagreement the spokesperson makes the decision.
§ 10 Duties of the Board of Directors
10.1 The Board of Directors represents the Foundation in legal and non-legal matters. If the Board of Directors consists of several members, two members shall jointly represent the Foundation.
10.2 The Board of Directors runs the business of the Foundation according to the law, the constitution of the Foundation, and the business rules of the Foundation. The Board of Directors shall run the business with the care expected of an efficient manager. It is required to carry out all business that is not assigned to the Foundation Council. To carry out day-to-day business, the Board of Directors may employ or contract help as required and insofar as the finances of the Foundation shall permit.
10.3 The Board of Directors must administer the Foundation's assets both conscientiously and economically.
10.4 By the end of the fourth month of the year following the preceding business year, the Board of Directors is required to lay before the Foundation Council
- the annual balance sheet, checked and attested by the auditor,
- a report from the auditor concerning the checking of the proper use of the assets,
- a report from the Board of Directors concerning the fulfilment of the Foundation's purposes, including the financial and scientific position of the Foundation.
The balance auditor is nominated by the Foundation and appointed by the Supervisory Authority. The Supervisory Authority is not bound by this nomination. The candidate must be able to produce evidence of qualification as an auditor or of a society of auditors.
10.5 The documents mentioned in §10.4 are to be delivered to the Supervisory Authority by the end of the fifth month of the new business year.
§ 11 Business Requiring Approval
The Board of Directors requires the approval of the Foundation Council for the following legal operations:
- the purchase and sale of property;
- the obtaining of credit insofar as it is not included in a budget approved by the Foundation Council;
- the acquisition, or new founding, of companies and societies as well as the disposal of shares in companies that the Foundation has at least a 50% interest;
- the nomination of the auditor to the Supervisory Authority;
- transactions that are essential for the development of the Foundation and that have a value of more than one third of the assets in the last balance sheet.
§ 12 Supervision, Changes to the Constitution, Dissolution
12.1 The Foundation is subject to the supervision of the State according to its currently valid regulations.
12.2 The Board of Directors, with the approval of the Foundation Council, decides applications to the Supervisory Authority concerning changes to the constitution. The changes require the prior approval of the tax authorities.
12.3 Only the Board of Directors and the Foundation Council, acting unanimously and in concert, can apply for the dissolution of the Foundation.
12.4 If the Foundation is dissolved, or its purpose according to §2.1 is not longer given, the assets of the Foundation revert to the Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. (Max Planck Society for the Advancement of Science). The Max-Planck-Gesellschaft must use the assets exclusively and directly, for those purposes in the public interest, that most closely approach the purposes of the Foundation. If, at the time of dissolution, this legal entity, or a corresponding legal successor, no longer exists, the last Board of Directors must, with the approval of the tax authorities, nominate another valid recipient, working in the public interest, who must also use the assets exclusively and directly, for those purposes in the public interest, that most closely approach the purposes of the Foundation.
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Beilstein Institute for the Advancement of the Chemical Sciences, a legally constituted Foundation under civil law, located in Frankfurt am Main, Foundation No. (AZ): III 21 – 25 d 04/11 – (12) – 22, first/last approval by the regional council, Darmstadt on 25.06.1951/21.09.2009
