About us - Bylaws

About us - Bylaws

Bylaws of AASAP
Association of American Study Abroad Programs

Preamble
The Association of American Study Abroad Programs in Germany (AASAP) shall be registered as an independent non-profit organisation.
The AASAP particularly aims to:

AASAP membership is open to all who support its goals. AASAP seeks to improve co-operation between North American and German institutions of higher education in the area of study abroad programs. It unites employees of institutions of higher education, intergovernmental institutions, government authorities and other organizations active in the international education and study abroad sectors.

AASAP will pursue the above-stated goals by:

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Article 1: Name - Registered Headquarters - Fiscal Year
(1) The Association is to bear the official name “AASAP Assoziation Amerikanischer Study Abroad Programme"
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(2) The organisation is to be registered according to German law. After its entry into the Register of Associations, the (German) Association’s name will include the additional abbreviation “e.V.” (eingetragener Verein)

(3) The Association’s registered headquarters is in Berlin.

(4) The fiscal year is the calendar year. The first fiscal year ends on December 31st of the first calendar year in which the bylaws have been in effect for at least one year previous to said date.

Article 2: Purpose of the Association
(1) The Association is a group composed of the employees of institutions of higher education, intergovernmental organizations, government authorities and other organizations active in international education and study abroad programs involving exchange between North America and Germany. This group aims to:
(a) promote education and training programs on the national and international levels
(b) promote the exchange of information about study abroad programs between North American and German institutions of higher education
(c) increase the scope of study abroad and other forms of cultural exchange between North America and Germany
(d) foster international networking and cooperation in matters of education

(2) The AASAP will pursue the above-stated goals by:
(a) organizing an annual conference
(b) organizing meetings, presentations, round table discussions and similar events to promote the continuing education and training of its members and other interested parties
(c) collecting and distributing information important for the professional activities in the field of internationalization
(d) developing an informational infrastructure
(e) expressing its views on international education policy

Article 3: Non-profit Status
(1) The Association shall operate on a non-profit basis. It pursues exclusively non-profit goals as defined by the paragraph entitled “Goals with Priviliged Taxation Status” of the German tax code (“Abgabenordnung”) of March 16th, 1976.

(2) The Association’s financial assets may only be used for the goals defined by the bylaws. Its members may not receive any form of compensation from the Association in connection with their roles as members. The members have no claims to the Association’s capital if they leave the Association, or if the organization should be dissolved.

(3) No person may receive privileged treatment in the form of payments unrelated to the goals of the Association or disproportionately high compensation.

(4) Every change to the bylaws is to be registered with the responsible tax office.

Article 4: Association Assets
The Association’s assets may only be used for the Association’s goals.

Article 5: Membership
(1) Any natural person who has reached the age of legal majority as well as any legal entity that supports the goals of the Association may become a member.

(2) Membership applications are to be submitted in written form and sent to the Board of Directors. The Board of Directors decides on the approval of membership applications.

(3) Membership may be terminated:
(a) by means of a written statement of withdrawal at the end of the fiscal year, which becomes effective after a waiting period of 6 weeks. The membership is considered to be automatically cancelled if the member has two outstanding annual payments or
(b) is deceased.
(c) Legal persons can cancel their membership with a statement of withdrawal in accordance with point (a), or by dissolution.
(d) by expulsion. The Board of Directors decides about expulsions.
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(4) The Association may award honorary membership to natural persons for their extraordinary achievements in promoting the goals of Association.

(5) Every member has the right to vote.

Article 6: Membership Dues
(1) The annual membership dues are € 100 for natural persons and € 250 for legal entities.

(2) In the first year of membership, the annual membership due is adjusted proportionally to the amount of months remaining in the calendar year, and is payable upon joining. In subsequent years, the full membership dues are payable before December 15th; this payment is applied to the following year.

(3) Any change in the membership dues requires the approval of a simple majority at a General Meeting.

(4) The Association may also accept donations, grants and subsidies, and other non-financial contributions, which are to be used in accordance with Article 2 of the bylaws.

(5) Honorary Members shall not be required to pay dues.

Article 7: Organs of the Association
The organs of the Association are the General Meeting and the Board of Directors. An Advisory Board may be established.

Article 8: The General Meeting (Members' Assembly)
(1) The Association organizes at least one annual General Meeting. It is to be announced by the Board of Directors in written form (letter or email) at least four weeks in advance. The announcement is to include the meeting’s agenda.

(2) The General Meeting is not public. Guests may be allowed to participate.

(3) The Board of Directors may convene an extraordinary General Meeting at any time.
An extraordinary General Meeting is also to be convened if at least one-tenth of the members submit a written request to this end, including the agenda to be discussed. The announcement is to be made at least two weeks before the intended meeting. The day on which the invitation is sent and the day of the General Meeting are not included in the two weeks. The invitation is to be submitted in written form and is to contain the agenda of the General Meeting.

(4) Every member present has one vote in the General Meeting as well as in the extraordinary General Meeting. Members who are not present may transfer their votes to members who are present. One member who is present may vote by proxy on behalf of no more than three members who are not present. The transfer of the vote must be by e-mail or letter to the Board of Directors as well as to the member who is to vote by proxy on behalf of the others.

(5) The General Meeting has a quorum if it was convened in accordance with the relevant rules and regulations, if at least eight members are present, or at least one tenth of the members. Should a General Meeting convened in accordance with the relevant rules and regulations not have a quorum, a new General Meeting must take place within four weeks. This new General Meeting has its quorum if less than eight members or less than one tenth of the members are present.

(6) The General Meeting is primarily responsible for:
(a) receiving the annual report
(b) deciding on the sum of the annual dues in accordance with Article 6 (3)
(c) the election and dismissal of members of the Board of Directors
(d) the election of the comptroller
(e) the exoneration of the Board of Directors for the previous business year
(f) the approval of budget proposals for the current and the following fiscal years
(g) changes to the bylaws
(h) the dissolution of the Association

(7) Resolutions shall be approved with a simple majority of valid votes cast. Changes to the bylaws and the decision to dissolve the Association require three quarters of valid votes cast. Resolutions are to be passed with a public vote. A secret vote may be carried out upon the request of a single member. The resolutions of the General Meeting are to be minuted in writing. The minutes are to be signed by the chairperson of the General Meeting and the keeper of the minutes.

Article 9: Board of Directors
(1) The Board of Directors, in accordance with Section 26 of the German Civil Code (BGB), consists of the „Executive Board“, i.e. the Chairperson and two Deputy Chairpersons; if necessary, additional committee members (2 or a multiple of 2) may be added. Two members of the Executive Board of Directors shall represent the Association together in court and outside of court. The Board of Directors shall work in an honorary capacity.

(2) The Board of Directors is elected by the General Meeting for a term of four years and remains in office until a new Board of Directors is elected. Every member of the Board of Directors is to be elected individually. Re-election is permitted.

(3) The Board of Directors shall create its own internal rules of order. It passes resolutions with a simple majority.

(4) The Board of Directors is responsible for all matters of the Association, insofar as they are not delegated to the General Meeting by the bylaws.

The Board of Directors has the following primary tasks and duties:
(a) preparing, convening, and leading the General Meeting
(b) implementing the resolutions of the General Meeting
(c) running the financial accounting and the preparing the annual report for each fiscal year
(d) creating a budget proposal for the current and the following fiscal years
(e) decision-making regarding the admission and expulsion of members
(f) planning and preparation for the annual conference
(g) public representation of the Association’s interests
(5) For assistance with its tasks, the Board of Directors may create a secretariat and appoint a managing director who is not a member of the Board of Directors.
(6) The resolutions of the Board of Directors are to be recorded in writing. The minutes are to be signed by the minute-taker and the chairperson of the meeting and stored in the in Association’s archives.

Article 10: Financial Oversight
The annual financial statement of the Board of Directors and the entire accountancy are to be reviewed by two auditors. They are to be elected annually by the General Meeting, and may not belong to the Board of Directors.

Article 11: Dissolution of the Association
(1) An ordinary or extraordinary General Meeting may resolve to dissolve the Association with a three-quarters majority of the votes cast.

(2) Should the General Meeting not pass any resolutions to the contrary, the Chairperson and the Deputy Chairpersons are collectively the liquidators in the case of a dissolution.

(3) In the case of a dissolution or anullment of the Association, or in the case of the loss of privileged tax status, its assets are to be donated to a legal entity as defined by the German Civil Code, or to another tax-privileged organisation for the purpose of promoting international understanding, tolerance in all areas of culture, and intercultural rapprochement. Resolutions regarding the future usage of the Association’s assets may only be executed with the permission of the responsible tax authority.

Article 12: Miscellaneous
(1) The Board of Directors has the right to make such editorial changes to the bylaws as may be regarded necessary by the tax authorities, the Association Register Authority, or similar institutions
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(2) The bylaws were signed and approved by the founding members at the initial General Meeting in Berlin on February 22nd, 2013.


These bylaws take effect upon entry into the Association Register.

Dr. Kurt Gamerschlag
Chairperson
Hanne Heckmann Ph.D.
Deputy Chairperson
Dr. Wedigo de Vivanco
Deputy Chairperson

„AASAP Assoziation Amerikanischer Study Abroad Programme e.V.“ was officially entered in the Berlin Association Register on Jan 03, 2014.