§ 1 Name, Location, Fiscal year
(1) The association is administrated under the name “KLU Alumni Association“.
(2) It shall be entered in the register of associations. Following entry the suffix “e.V.” (registered association) will be added to the name.
(3) The association is based in Hamburg.
(4) The fiscal year is the calendar year.
§ 2 Purpose of the association
(1) The association is a total non-profit organization according to the clause „tax privileged purposes“ of the Fiscal Code. The purpose of the association is the promotion of vocational training including student support.
(2) The purpose is especially realized by a network of all alumni of The Kuehne School of Logistics and Management GmbH training and further education programs which supports the students of the Kuehne School through career guidance as well as retraining and further education measures.
(3) The association acts altruistically; it does not primarily act in its own economic interest.
(4) Association funds may only be used for statutory purposes. Members do not receive any allowance from association funds.
(5) No person may benefit from expenditures which are extrinsic to the association’s purpose or from disproportionately high remuneration.
(6) Should the association be dissolved or broken up, or should the present purpose be discontinued, its present assets will be allocated to the Kühne Logistics University GmbH, which must use these assets without delay exclusively for non-profitable purposes. Such assets must only be paid out upon approval by the fiscal authorities.
§ 3 Acquiring membership
(1) Membership is open to alumni, friends and sponsors of the Kuehne School. Whoever has graduated from a course of study or further education program in the Kuehne School, counts among its alumni. Membership applications should be made in writing to the Board of Directors.
(2) Should an applicant be accepted, their written application automatically counts as acceptance of the articles of association. There is no automatic entitlement to acceptance.
(3) The board of directors votes on who is to be accepted. The decision is to be conveyed to the applicant, no reason need be given.
(4) Membership begins with the decision to accept an applicant.
§ 4 Membership fees, terminating membership
(1) Annual fees are payable by the members, the amount and payment date of which is to be determined in the general assembly.
(2) Annual fees which have been paid are generally not reimbursed.
(3) Should a member wish to leave voluntarily, the board is to be informed thereof in writing.
(4) The board may bar a member from the association, who has violated his membership duties, especially if the member has contravened the principles of the association or acted against its purposes, or if the member has failed to pay his membership fees following two reminders.
§ 5 Organs of the association
The organs of the association are:
(a) The board
(b) The general assembly
§ 6 The board
(1) The Board of Directors consists of the chairperson, the vice-chairperson, the treasurer and two committee members.
(2) The Board of Directors in the sense of § 26 BGB (German Civil Code) consists only of the chairperson and the vice-chairperson. Each of them has sole power of representing the association.
(3) The board of directors is responsible for all the association’s affairs which do not fall under the responsibility of another organ of the association according to the articles of association.
(4) The board makes decisions in meetings which are called verbally or in writing by the chairperson or his/her representative.
(5) The board constitutes a quorum when at least two of its members are present. The majority of valid votes decides a resolution; should there be a tie in votes, the chairperson’s vote decides, or in his/her absence, that of the vice chairperson.
(6) Minutes are to be taken of each board meeting which contains the venue and time of the meeting, names of the participants, decisions taken and the results of voting. This record is to be signed by the chairperson and the keeper of the minutes.
(7) The board can make decisions in writing if all board members agree to the content of the resolution.
§ 7 Election and mandate of the board
(1) The board is to be elected by the general assembly for a period of one year from the date of election. The board remains in office until the election of a new board.
(2) Every board member is to be elected individually. Only members of the association can be elected to the board. The function as member of the board ends automatically if membership of the association is terminated.
(3) Should a member of the board leave before his/her term of office has ended, the board may elect a new member as replacement for the remaining period of office.
(4) The inaugural members of the board are elected at the inaugural meeting. The inaugural board consists of
a. the chairperson,
b. the vice-chairperson,
c. the treasurer and
d. two committee members.
The inaugural board will be in office for no longer than 12 months until the first general assembly following the inauguration. The inaugural board is authorized to execute all measures demanded by the registration court or the fiscal authorities/finance court, in particular changes to these articles.
§ 8 General assembly
(1) The ordinary general assembly takes place annually. This meeting is to be called by the board of directors in writing together with the agenda submitted with four weeks notice. The notice period begins one day after the post-date of the invitation. The invitation is taken as delivered if it has been sent to the member’s last (postal or electronic mail) address given by the member in writing.
The board may call an extraordinary general meeting of members on important grounds, or is obliged to do so should this be in the interest of the association. Should at least one-third of the members submit a written request for such a meeting, including the reason why it is necessary, then a meeting must be called within three months.
(2) The agenda is to be set by the board. Any member may, however, submit points to the board for inclusion in the agenda up until one week before the meeting. The person chairing the meeting is to announce such inclusions, at the beginning of the meeting. The members decide on the additional points to be permitted and establish the assembly.
(3) The meeting is to be chaired by the vice-chairperson or treasurer, should the chairperson be encumbered. Should no board member be present, the chairperson for this meeting will be selected by the members. The chairperson determines the keeper of the minutes.
(4) The decisions taken at the meeting of members are to be recorded in writing and signed by the chairperson and the keeper of the minutes.
§ 9 Resolutions of the general assembly
(1) The general assembly is responsible for the following matters:
a) Approval of the budget submitted by the board for the next fiscal year; acceptance of the annual statement and annual report issued by the board; discharging of the board.
b) Determination of the membership fee;
c) Election and dismissal of board members;
d) Resolution of changes in the articles of association and dissolution of the association;
e) Resolution regarding barring of members;
f) Other matters about which the members expressly reserve the right to decide.
(2) Every member has the right to exercise one vote in the general assembly. Another member can be given written power of attorney to exercise this right. This authorization is only valid for the meeting at hand and must be given for each meeting anew as the case may be.
The method of voting is decided by the person chairing the meeting. Voting must be carried out in writing if one-third of those present who are entitled to vote should request it.
The members’ meeting may constitute a quorum if it has been properly invited irrespective of the members present.
(3) The general assembly makes decisions by majority vote. Abstention from voting and invalid votes will not be included in the final voting result. Changes to the articles of association require a majority vote of two-thirds. A four-fifths majority is necessary for the dissolution of the association, and changing the purpose of the association requires a majority vote of nine-tenths. Written acceptance can only be submitted to the board within one month of the meeting by members not in attendance at the general assembly.
(4) Whoever has received more than half of the valid votes submitted is considered elected. Should no member receive more than half the votes, a run-off ballot is to be held between the two members who received the most votes. The person who then receives the majority of the votes is considered elected. In the case of a tie, a lot drawn by the person chairing the assembly decides.
§ (10) Dissolution of the association
(1) The dissolution of the association can only be decided upon in a general assembly with a majority vote of nine-tenths of the valid votes submitted (§ 9 section 3).
(2) Unless otherwise determined by the general assembly, the chairperson and vice-chairperson together, are authorised liquidators to represent the association.
(3) Any assets remaining following liquidation will be assigned to the Kühne Logistics University GmbH. Pay out of the assets may only occur upon approval by the fiscal authorities (§ 2 section 6).