Articles of Association

Articles of Association of Venture AI Germany Bundesverband für KI-Transformation e.V.

These Articles of Association were established on 12.12.2024.

 

§ 1 Name, registered office, registration and financial year

  1. a) The association bears the name Venture AI Germany -Bundesverband für KI-Transformation e.V.
  2. b) The association shall be entered in the register of associations and shall bear the addition e.V. after registration.
  3. c) The association has its registered office in Munich.
  4. d) The financial year is the calendar year.

 

§ 2 Purpose of the association

  1. a) The purpose of the association is to promote the development, use and acceptance of artificial intelligence (AI) in Germany and beyond. The aim is to sustainably strengthen Germany as a business location through transformative AI technologies.
  2. b) The purpose of the association is realized in particular through the following measures:
  3. I) Establishment of an exclusive network of members from business, science, politics and society.
  1. II) Organization of further education programs, workshops and certificate courses.
  2. III) Organization of events and network meetings to impart knowledge and promote cooperation.
  3. IV) Provision of platforms for knowledge transfer and digital interaction.
  4. V) Development and implementation of AI-supported solutions that give members an economic and technological advantage.
  5. VI) Cooperation with national and international organizations to promote the transfer of knowledge and technology.
  6. c) The association pursues exclusively the purposes set out in its statutes and acts independently of political and commercial interests. The association does not pursue any profit-oriented goals; however, any surpluses generated are used to promote and further develop the purpose of the association.

 

§ 3 Membership

  1. a) All natural and legal persons who support the objectives of the Association may become members of the Association.
  2. b) The association has ordinary members and supporting members:
  3. I) Ordinary members (hereinafter referred to as “members”): Members who actively participate in the life of the Association and actively promote the objectives of the Association. Members have the right to participate in the General Meeting and to vote.
  4. II) Supporting members (hereinafter referred to as “supporting members”): Natural or legal persons who support the Association financially. Supporting members do not necessarily have to be invited to meetings and do not have the right to vote if they attend.
  5. c) The application for admission to the association as a member or supporting member must be submitted to the Executive Board, which decides on admission.
  6. d) Membership generally begins as a sustaining member and can be converted to full membership after a waiting period, which is generally twelve months. The prerequisite for this is that two ordinary members vouch for the sponsoring member and the Executive Board approves the conversion. The basis for the conversion should be the sponsoring member’s recognizable commitment to the objectives of the association.
  7. e) Termination of membership
  8. I) For ordinary members and supporting members, membership ends through resignation, expulsion or death.
  9. II) A member or supporting member may only resign at the end of the contribution period with a notice period of three months. Notice of termination must be given to the Executive Board in text form.
  10. f) A member or supporting member can be expelled if they have seriously violated the objectives and interests of the association or remain in arrears with a contribution for twelve months despite a reminder. Before expulsion, the person concerned must be given the opportunity to justify their actions or to make a statement.
  11. g) The member or sponsoring member concerned may lodge an appeal against the exclusion decision within a period of four weeks after notification of the exclusion, on which the next General Meeting shall decide.

 

§ 4 Contributions

  1. a) Members shall pay contributions in accordance with a resolution of the general meeting or the founding meeting
  2. b) A simple majority of the voting members present at the general meeting is required to fix the amount and due date of contributions.

 

§ 5 Organs of the association

  1. a) The bodies of the Association are
  2. I) The Executive Board
  3. II) The General Meeting

 

§ 6 Executive Board

  1. a) The Executive Board of the association consists of at least one person. The Executive Board represents the association in and out of court as the legal representative of the association.
  2. b) The General Meeting or the Founding Meeting may grant individual members of the Board of Directors sole power of representation. If no individual representative authorization is granted, the association shall be represented jointly by two members of the Executive Board. If the Board of Directors consists of only one person, this Board of Directors shall be authorized to represent the association individually
  3. c) The Board of Directors and the General Meeting may issue a managing director’s or Board of Directors’ regulation that governs responsibilities and internal processes. The Executive Board is obliged to draw up binding rules of procedure. These rules of procedure regulate in particular the internal competencies, decision-making processes and responsibilities of the Executive Board.
  4. d) The Board of Directors is elected by the General Meeting for a term of four years. Members of the Executive Board may be re-elected. After expiry of the term of office, the incumbent members of the Board of Directors remain in office until successors are elected.
  5. e) The Board of Directors is responsible for managing the day-to-day business of the association. It may appoint a managing director to support the management, who is entitled to participate in Board meetings in an advisory capacity.
  6. f) Board meetings are held at least once a quarter. The invitation is issued by the Executive Board in writing with seven days’ notice
  7. g) The Board of Directors passes its resolutions by simple majority
  8. h) In urgent cases, resolutions of the Board of Directors may also be passed in writing or by telephone, provided that all members of the Board of Directors agree to this procedure. Resolutions passed in writing or by telephone must be documented and signed by a member of the Management Board.
  9. i) The Board of Directors may receive appropriate remuneration for its activities if this is decided by the General Meeting.
  10. j) Resolutions passed at Board meetings must be recorded in writing and signed by the Board.

 

§ 7 General Meeting

  1. a) The ordinary general meeting shall be convened once a year. An extraordinary general meeting shall be convened if the interests of the Association so require or if 10% of the ordinary members so request in writing, stating the purpose and reasons.
  2. b) The invitation to the General Meeting is issued in writing by the Board of Directors with a notice period of four weeks. The invitation letter is deemed to have been received if it has been sent to the address known in writing by the member.
  3. c)The General Meeting is the supreme decision-making body of the association. It decides on:
  4. I) Approval of the annual financial statements and the annual report
  5. II) Discharge of the Executive Board
  6. III) The election and dismissal of members of the Board of Directors,
  7. IV) The appointment and dismissal of two auditors,
  8. V) The determination of membership fees,
  9. VI) The approval of rules of procedure for the association area
  10. VII) Fee exemptions
  11. VIII) The purchase, sale and encumbrance of real estate
  12. IX) Participation in companies
  13. X) Taking out loans from EUR 50,000
  14. XI) Amendments to the Articles of Association
  15. XII) Dissolution of the Association
  16. a) Two auditors shall be appointed by the General Meeting. They audit the Association’s accounts and report to the General Meeting
  17. b) Every properly convened General Meeting is quorate regardless of the number of ordinary members present.
  18. c) Voting rights:
  19. I) Each full member of legal age has one vote
  20. II) A member may cast a maximum of three votes of other ordinary members by
  21. Represent by written authorization
  22. III) Supporting members are not entitled to vote.
  23. d) Resolutions are passed by a simple majority of the votes cast. In the event of a tie, the motion is deemed to have been rejected

 

§ 8 Spiritual father and spiritual mother of the association

  1. a) The spiritual fathers of the association, Norman Müller and Nils Steinkopff, and the spiritual mother of the association, Myrjam Ross, are recognized as founders and pioneers of the association and receive a special status within the association.
  2. b) The spiritual fathers and the spiritual mother of the association shall ensure that the objectives of the association are adhered to and ensure that the association does not engage in political activities that are not permitted. They shall support the Association in achieving the purpose of the Association as defined in § 2.
  3. c) Norman Müller, Nils Steinkopff and Myrjam Ross are members of the association. Norman Müller has triple voting rights, Myrjam Ross has double voting rights and Nils Steinkopff has single voting rights at the General Meeting.
  4. d) The rights and obligations of Norman Müller and Nils Steinkopff as spiritual fathers and Myrjam Ross as spiritual mother only end with a voluntary withdrawal from the association or through their death. Deselection or withdrawal of voting rights is not possible.

 

§ 9 Reimbursement of expenses

  1. a) Members and members of the Executive Board who have been appointed by the Executive Board are entitled to reimbursement of the expenses they have incurred in the course of their activities for the association. This includes in particular – travel expenses, travel costs by public transport, mileage allowance for private car use, – additional meal expenses, – postage and communication costs and – other necessary expenses directly related to their work for the association.
  2. b) Proof of expenses shall be provided in the form of individual receipts, which must be submitted to the Executive Board no later than six weeks after the end of the respective quarter. Expenses that are not substantiated in due time may be excluded from reimbursement.

 

§ 10 Amendment of the Articles of Association

  1. a) Amendments to the Articles of Association can only be resolved by the General Meeting. Amendments to the Articles of Association require a one-third majority of the ordinary members present and entitled to vote, irrespective of whether the amendment concerns the text of the Articles of Association or the purpose of the Association.
  2. b) Amendments to the Articles of Association can only be voted on at the General Meeting if this agenda item has already been announced in the invitation to the General Meeting. Both the existing text of the Articles of Association and the proposed new text of the Articles of Association must be attached to the invitation.

 

§ 11 Notarization of resolutions

a) The resolutions passed at meetings of the Board of Directors and the General Meeting must be recorded in writing and signed by the Board of Directors.

 

§ 12 Dissolution of the Association

  1. a) The dissolution of the Association can only be decided in a General Meeting convened specifically for this purpose with a three-quarters majority of the ordinary members present.
  2. b) The general meeting convened for the purpose of dissolution shall decide on the use of the remaining assets after all liabilities have been covered.

 

Resolved by the founding meeting in Munich on 06.12.2024.

VENTURE AI GERMANY
Bundesverband für KI-Transformation e.V.

We promote economic, social and technological transformation through the consistent use of artificial intelligence.

© VENTURE AI GERMANY - Federal Association for AI Transformation e.V.

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