Cruise Research Society
Articles of Association

Articles of Association

§ 1 Name / Seat / Fiscal Year 
1) The Association bears the name "Cruise Research Society”. It shall be registered in the register of associations; after its registration, it will carry the adjunct "eV". 
2) The association is registered in Bremerhaven. 
3) The fiscal year of the association is the calendar year.

§ 2 Purpose / Tasks / Non-Profit Character
 1) The association pursues exclusively and directly charitable purposes in accordance to the section "Tax-privileged purposes" of the (German) tax code. 
2) The purpose of the association is to promote science and research in the field of maritime tourism and cruise management.
The purpose is achieved in particular via: 
• Scientific Events 
• Scientific publications 
• Research projects 
• Awarding of research projects
• Development of education & training concepts and material 
• Active support of and commitment to the WTO’s Code of Ethics (abbr: World Tourism Organization - Global Code of Ethics) 

3) The association acts selflessly and does not primarily pursue economic purposes. Funds of the association may only be used for the purposes outlined in the articles of association. With the exception of expenses on behalf of the association, members will not receive any donations from the association’s funds. No person shall be favoured by association-related expenses or disproportionately high remuneration. 
4) In case of dissolution or annulment of the association or in the case of discontinuation of tax-exempted activities, the possessions of the association will be transferred to the University of Bremerhaven, who will exclusively utilise them for tax-exempted (non-profit) purposes. 
5) All holders of the association’s offices/chairs are volunteers. For the president specific rules may be taken.

§ 3 Membership
1) Members of the association can be individuals, legal persons of public and private law and other legal entities, provided that the membership complies and supports the association's objectives. 
2) The written application should contain the name, address and, where relevant the age and the profession of the applicant. The Executive Board decides on the application at its discretion. In rejecting the application, the Executive Board is not required to communicate its reasoning to the applicant.
3) The membership ends:
• through resignation or death of a member 
• through exclusion from the association. 
4) The withdrawal comes in effect by providing a written statement to the Executive Board. It is valid only for the end of the calendar year requiring a notice period of three months. 
5) The exclusion shall be decided by the Executive Board. The exclusion can occur when: 
• a member, despite two reminders for payment of the contribution, still remains arrear with the debt 
• a member acts against the interests and principles of the association. 
6) Prior to the decision point in accordance with paragraph 5. 2 the member has the opportunity to take a position against the exclusion decision. The exclusion decision must be given in writing and sent as a registered letter to the member’s address. Upon receiving the decision in writing, the affected member has the right of appeal in the members’ Assembly. In this case, the Assembly makes the final decision.
§ 4 Membership fees
Association members will be charged a membership fee. The amount of the contribution and its due date are set by the General Assembly.

§ 5 Administrative Elements of the Association
Administrative elements of the Association are the Assembly and the Executive Board.

§ 6 Members’ Assembly 
1) In the member’s assembly, each member has one vote. 
2) The general assembly has the following tasks: 
• Decision on the budget for each fiscal year
• Determination of the amount and maturity of the membership fee
• Election and mandate revocation of the Executive Board
• Release of the Executive Board
• Receipt of the Annual Report of the Board 
• Election of two auditors 
• Decision on an amendment and dissolution of the Association in accordance to § 14 
• Decision on an exclusion appeal against a association member in accordance with § 3 paragraphs 5 and 6

§ 7 Calling a Member’s Assembly
1) The association shall hold a member’s assembly at least once a year. The assembly is to be announced at least four weeks in advance by the executive board. The corresponding written statement (invitation) includes an agenda for the meeting. The notification is valid from the day following the dispatch of the Invitation letter. The invitation letter is regarded as having been received when it comes to the last known address provided in writing by members. In addition, a general assembly is to take place if the interest of the association necessitates it or if at least a tenth of its members request this in writing (providing reasons). 
2) Any member may, not later than one week before the meeting date, request for additions or amendments in the agenda. Those requests are addressed to the executive Board in writing. At the beginning of the meeting, the moderator of the member’s assembly is to notify the participants of the proposed additions or amendments in the agenda. The member’s assembly reviews the amendments / additions and then decides on the final agenda.

§ 8 Member’s Assembly Decision-making 
1) The member’s assembly will be headed by the Chairman, and in their absence by the vice chairman. In the absence of Executive Board Members, or in accordance to a related decision, the member’s assembly appoints a moderator.  
2) Voting is by show of hands. At the request of one third of the members an anonymous voting can take place 
3) The member’s assembly has a quorum if at least one quarter of its members present. In the case of decision inability of the Board is obliged to hold a repeat meeting with the same agenda, within four weeks; this repeat member’s assembly constitutes a quorum regardless the number of members attending. This is clearly stated in the corresponding invitation.
4) The member’s assembly takes decisions by simple majority, provided that the articles of association make no other provision. 
Abstentions are disregarded. 
5) During elections, the candidates require more than half of the votes to be elected, provided that the articles of association make no other provision. If none of the candidates has more than half of the valid votes, a run-off election between the two candidates takes place. Elected is the one (of the two) with the most votes. In case both candidates have the same number of votes, the chair of the member’s assembly draws lots. 
6) The results of the member’s assembly are to be recorded in meeting minutes, which clearly outline the decisions being made. 
7) The member’s assembly is not open to the public. Nonetheless, the chairman may permit guests.

§ 9 Executive Board
1) The Executive Board of the association consists of the chairman, the vice-Chairman and another member. The Board is elected by the member’s assembly for a two-year term. The executive board remains in office until the new election. Each board member is to be elected separately. If a board member resigns during their term of office, the member’s assembly can elect a replacement member of the remaining office period. Re-election is permitted.
2) Executive board members are released by a majority vote of the member’s assembly provided that it concurrently elects new members for the executive board.  
3) Legally and officially the association is represented by the chairman and another board member. In the case of legal fee transactions, the executive board is bound to the requirements of the association’s financial guidelines.

§ 10 Duties of the Executive Board
1) The Executive Board is responsible for all the affairs of the association, unless they are assigned to another institution. In particular, the executive board has the following tasks: 
- Preparation of the Member’s Assembly and drafting of the agenda 
- Calling of the member’s assembly 
- Implementation of the resolutions of the member’s assembly 
- Creation of the association’s budget / financial plan 
- Management of the association’s funds 
- Decisions on inclusion and exclusion of members in accordance with Section 3, paragraphs 2 and 5 
- Hiring and firing of employees 
- Preparation of the association’s annual report

§ 11 Meeting and Decisions of the Executive Board 
1) The Executive Board makes decisions in meetings called by the chairman and in his / her absence by the vice-chairman. 
2) The Executive Board has a quorum when three of its members participate in the vote. Decisions are taken on the basis of majority vote. Votes can also be communicated in writing. It is permitted to circulate decisions in writing. 

§ 12 Financial Audit 
1) The auditors shall be elected by the members for the duration of two years. They may not be members of the executive board. Their Every year an auditor is released and another is appointed.
2) The auditors are responsible for overseeing the association’s funds and financial reports. They are to report annually to the member’s assembly. 
3) The auditor maintains the right to examination at any time. 
4) The audit is carried out jointly by the two auditors.

§ 13 Fund Spending
The association’s activities are financed by: 
- Membership fees, 
- Income generated by the association’s events and publications, 
- Donations. 

The assets and funds of the association may only be used for the stated purposes of the association (section 2).

§ 14 Articles of Association Amendments/ Modification of the Association’s Purpose / Dissolution of Association / Loss of Tax-Exemption
1) The amendment of these articles of association requires the support of member’s majority. 
2) The decision to dissolve the association requires the support of at least three quarters of its members. 
3) An amendment of the purpose and objectives of the association can only ensue with the consent of at least nine-tenths of its members. 
4) Unless the member’s assembly decides otherwise, the chairman and vice-chairman are the jointly-authorized liquidators. The beneficiary of the liquidation is the Bremerhaven University of Applied Sciences (§ 2 para 4). 
5) The provision of paragraph 4 is applicable when the association is dissolved, or when it loses his legal or tax-exemption status.