Statutes of the KI Park e.V.
Statutes of the KI Park e.V.
Berlin-Charlottenburg Local Court
Register of Associations No.: VR 39326 B
Tax no.: 27/640/61682
These statutes were adopted by the general meeting of KI Park e.V. on 22.06.2022.
§1 Name, Seat, Business Year
- The association shall bear the name "KI Park" and shall be entered in the register of associations; after registration it shall bear the suffix "e. V. "The registered office of the association shall be Berlin.
- The financial year shall be the calendar year.
- The association is politically, ethnically and denominationally neutral. Insofar as function designations are used in these statutes, these apply to each gender.
- The association may participate in other companies or establish its own subsidiaries, provided that this is conducive to the fulfilment of its purpose.
§2 Purpose and tasks of the association
- The Association shall exclusively and directly pursue non-profit purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code. The purpose of the association is the promotion of science and research as well as the promotion of national and professional education.
- The purposes of the Association shall be realised in particular through the creation of an open ecosystem with the aim of advancing solutions for the societal-industrial challenges in connection with the development and use of artificial intelligence (AI) through close research and development cooperation between partners from industry and science and the associated transfer of knowledge and insights gained from research. This shall be realised - if necessary also in cooperation with other tax-privileged corporations - in particular through the following measures:
a) Organisation and implementation of events for the exchange of information between the members of the association and for the promotion of professional exchange between science, companies, civil society actors and institutions in general concerning the socio-industrial challenges in connection with the development and use of AI, as well as the implementation of workshops and further education or information events for the discussion of research results;
b) Creation of open platforms for industrial-scientific exchange concerning the socio-industrial challenges related to the development and use of AI;
c) Provision of generally accessible information on the socio-industrial challenges related to the development and use of AI, e.g. via web portals and social media as well as publications (e.g. the AI Barometer);
d) Procurement and forwarding of funds to tax-privileged corporations or legal persons under public law for the promotion of science and research, as well as of national and vocational education;
e) Creation of the physical and organisational conditions for the research and development of future-oriented technologies in the field of AI, in particular for the promotion of science and research within the framework of research and development cooperations between partners from industry and science (collaborative R&D projects), for example by providing spatial, technical and organisational infrastructure including the contribution of the expertise of the association's members.
f) Obtaining new scientific knowledge related to the development and use of AI by announcing and awarding prizes;
g) Promoting young researchers and the education of specialists by creating the physical and organisational conditions through the provision of spatial, technical and organisational infrastructure within the framework of research cooperations with university institutions as well as through financial support, for example in the form of scholarships.
- All results of the association's activities are published in a timely manner and freely accessible to the general public.
- Furthermore, the association is authorised to take all measures that are suitable to promote the purpose of the association.
§3. non-profit status
- The association is selflessly active and does not primarily pursue its own economic purposes.
- The funds of the Association may only be used for the purposes set out in the Articles of Association. The members shall not receive any share of the profits and, in their capacity as members, no other benefits from the funds of the Association.
- No person may be favoured by expenses that are alien to the purpose of the association or by disproportionately high remuneration.
§ 4 Membership, Rights and Duties
- Natural or legal persons, commercial companies, authorities and foundations may become members of the Association. A prerequisite for membership is that the member's activity corresponds to the tasks and objectives of the association.
- All members have the rights and duties enshrined in these Statutes. They are obliged to observe the provisions of the statutes and the resolutions of the general meeting and to support the association in achieving its goals.
- Members are obliged to pay the set (annual) membership fees in due time. Founding members shall be exempt from the obligation to pay current membership fees; they shall only pay founding membership fees. The amount of the current membership fees and the founding membership fees shall be determined by a contribution regulation, which shall be set by the general meeting with a 2/3 majority of the members present.
- All members shall have the right to vote and to submit motions to the organs of the Association. Members shall have the right to vote and to stand for election, each of which shall be exercised by the person nominated in accordance with clause 5 below. The exercise of the right to vote shall be suspended as long as the member is in arrears with the payment of the subscription.
- Members shall authorise in writing natural persons, in particular employees, to exercise their membership rights and membership obligations; these persons must belong to an appropriate hierarchical level within the member's organisation.
- Members are entitled to be informed about the work carried out by the Association. This does not include the disclosure of trade secrets of third parties. Members are obliged to use the confidential documents and information made available to them only for their own use and not to pass them on to third parties. Disclosure to and use by affiliated companies of the member within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) is permissible, insofar as corresponding secrecy is maintained by these affiliated companies.
§ 5 Commencement and termination of membership
- The Executive Committee decides on the written application for membership with a majority of 2/3 at Executive Committee meetings or by circulation. Text form shall be sufficient to comply with the written form. By submitting an application, the statutes and the membership fees and rules of procedure issued on the basis of the statutes are accepted.
- An appeal against a negative decision may be lodged with the next ordinary general meeting within a preclusive period of one month from receipt of the written rejection; this meeting shall make the final decision.
- Members shall be entitled to ordinary termination of membership with six months' notice to the end of the financial year. Resignation shall be declared in writing to the Chairperson of the Board of Directors.
- The Board of Directors may exclude members with a majority of 2/3 for important reasons if the behaviour of the member grossly violates the Statutes or the interests of the Association. Before a decision is taken to exclude a member, the member shall be given the opportunity to express his or her views within a reasonable period of time; the member may use the services of an advisor who need not be a member of the Association.
- The member has the right of appeal to the General Assembly against the exclusion decision of the Board of Directors. The appeal shall have suspensive effect. The appeal must be filed in writing with the Chairperson of the Board of Directors within a period of one month from receipt of the exclusion decision. If the appeal is filed in time, the Board of Directors shall convene the General Assembly within two months to decide on the appeal. If this does not happen, the exclusion decision shall be deemed not to have been taken. If the member does not exercise the right of appeal against the exclusion resolution or if he/she misses the deadline for appeal, he/she thereby submits to the exclusion resolution with the consequence that the membership is deemed to be terminated.
- Upon termination of membership, all rights of the member shall expire. The membership ends with the dissolution of the member as a legal entity or its deletion from the commercial register as well as with the resignation or exclusion of the member for good cause.
§ 6 Assets
- The budget of the Association shall be prepared by the Executive Committee, taking into account the financial requirements for the following year.
- The accounts for the previous year shall be audited annually by an auditor to be appointed by the General Assembly.
§ 7 Organs
- The organs of the association are:
- the general meeting
- the Board of Directors
- the executive Board
- the advisory board
- The Executive Board, the management and the employees of the office may work for remuneration. Apart from that, the members of the organs of the Association shall in principle work on an honorary basis. They are entitled to reimbursement of their proven expenses to an appropriate extent.
- The members of the organs of the association shall only be liable for intent and gross negligence. Insofar as members of the organs work on an honorary or unpaid basis, they shall only be liable for intent.
- Further details on the activities of the organs are contained in the following regulations as well as the respective rules of procedure, which each organ issues for itself and which requires the approval of the general meeting.
§ 8 General Assembly
- The Annual General Meeting shall be convened by the Chairperson of the Executive Board, if possible in the first half of the year. The members shall be invited in text form at least two weeks before the date of the meeting, stating the agenda. The letter of invitation shall be deemed to have been received by the member if it is addressed to the last address given to the Association by the member.
- Any member of the Executive Board may convene an extraordinary General Assembly at any time. The Chairperson of the Board is obliged to do so if the interests of the Association require it or if the convening is requested in writing by one third of the members, stating the purpose and the reasons to the Chairperson of the Board. The members shall be invited in text form, stating the agenda, at least one week before the date of the extraordinary general meeting.
- General meetings are not open to the public.
- The General Assembly shall be chaired by the Chairperson of the Executive Board. If he is unable to do so, the Deputy Chairperson shall chair the General Assembly.
- Each member shall have one vote. A member may be represented by another member or by the proxy of a member (§ 4 number 5) by granting a written power of attorney to the proxy, whereby a member may represent a maximum of three other members.
- The General Assembly shall constitute a quorum if it has been convened properly and in due time and at least one quarter of all members are present. In the event of a lack of quorum, the Chairperson of the Executive Board must convene a second General Assembly with the same agenda within two weeks. This meeting has a quorum regardless of the number of members present, which must be pointed out in the invitation. Attendance may also be taken by digital media, video conferencing systems or similar.
- Resolutions on amendments to the statutes and on the dissolution of the association require a majority of 3/4 of the members present, unless the statutes provide otherwise. Amendments to the statutes may not affect or cancel the tax privileges of the association. Insofar as they may affect the tax-privileged status of the association, they shall first be submitted to the competent tax authority for a statement.
- All other resolutions shall be passed by a simple majority of the members present or represented in accordance with § 8 number 5 sentence 2. In the event of a tie, a motion shall be deemed rejected. Abstentions shall be considered as invalid votes for all resolutions. The chairman of the meeting decides on the type of vote; the vote must be conducted in writing if one third of the members present request this.
- Any member may request in writing to the Chairperson of the Executive Board, no later than one week before the day of the General Assembly, that additional matters be added to the agenda. The Chairperson of the Executive Board shall announce the additions to the agenda to the members in writing or in text form prior to the General Assembly. A matter that is not on the agenda cannot be discussed and decided at the meeting.
- Minutes of the meetings shall be taken and shall be signed by the chairman of the meeting and the keeper of the minutes with the addition "for the minutes". The minutes shall record the resolutions passed and the results of the voting.
§ 9 Responsibilities of the General Assembly
- The General Assembly shall be responsible for all matters unless these are assigned to another organ of the Association, in particular the Executive Committee. This includes in particular the following matters:
- a.) Matters of fundamental importance;
- b.) Decision on the membership fee regulations and the determination of the membership fee;
- c.) Acceptance of the financial statements and the accountability report of the Board of Directors as well as the discharge of the Board of Directors and the Administrative Board;
- d.) Amendments to the Articles of Association and all other tasks submitted to it by the Executive Board as well as the tasks assigned to it under the Articles of Association;
- e.) Dissolution of the Association and use of its assets;
- f.) Decision on the legal remedies in case of rejection of an application for membership or in case of exclusion of a member by the Board of Directors;
- g.) Election and dismissal of the non-permanent members of the Board of Directors.
§ 10 Board of Directors
- The Board of Directors shall consist of at least seven persons. The members of the Board of Directors shall be well-known public figures or employees of an appropriate hierarchical level within the organisation of the respective member with the proviso that they either belong to the management of the respective organisation or to the first management level below the management, or are other persons of competence for the topic of AI from the economy and companies (including start-ups), science and research or politics and society.
- The Board of Directors shall include one representative of each of the founding members (permanent members of the Board of Directors). The representatives of the permanent members of the Board of Directors may be appointed and dismissed by the founding members at any time. In addition, the Board of Directors includes non-permanent members. Non-permanent members who are subject to the independence rules of the United States Securities and Exchange Commission ("SEC") and/or are audit clients of a founding member may not hold a majority on the Board of Directors.
- The non-permanent members of the Board of Directors shall be appointed by the General Assembly for a term of five years; reappointment is permissible. If a non-permanent member of the Board of Directors resigns before the end of his term of office, the next General Assembly shall elect a successor until the end of the scheduled term of office. If the new election of the Board of Directors is not held in due time before the expiry of the term of office of the incumbent Board of Directors, the existing members of the Board of Directors shall remain in office until the new election has taken place.
- The Board of Directors elects a Chairman (Chairman of the Board of Directors) and two Deputy Chairmen (Vice Chairmen of the Board of Directors) from among its members.
- The Board of Directors is responsible for the following tasks:
- Election and dismissal of the Board of Directors;
- Accompaniment, supervision and control of the Board of Directors;
- Review and approval of the budget, financial statements and statement of accounts;
- Expulsion and termination of members;
- Representation of the Association in the conclusion of Board contracts;
- Adoption of resolutions on organisational matters of a fundamental nature;
- Approval of important legal transactions of the Association;
- Adoption of rules of procedure for the Board of Directors;
- Proposals for the appointment of advisory boards.
- The Board of Directors shall be convened by the Chairman of the Board of Directors at least once a year (ordinary meeting of the Board of Directors). The Chairman of the Board of Directors may also convene an extraordinary meeting of the Board of Directors at any time. In urgent cases, the Chairman of the Board of Directors may bring about a resolution of the Board of Directors by waiving a meeting of the Board of Directors (in writing, in text form or by telephone).
- The Board of Directors meeting shall constitute a quorum if it has been duly convened in text form at least two weeks prior to the date of the meeting and at least one third of its members are present. In the event of a lack of quorum, the President of the Board of Directors must convene a second Board of Directors meeting with the same agenda within two weeks. This meeting shall constitute a quorum irrespective of the number of members present, which shall be indicated in the invitation. Attendance may also be taken by digital media, video conferencing systems or similar.
- The meetings of the Board of Directors are chaired by the Chairman of the Board of Directors. If he is unable to do so, one of the Vice-Chairmen (Vice-Presidents of the Board of Directors) shall chair the meeting of the Board of Directors.
- The Board of Directors shall pass its resolutions by simple majority. If a majority is reached only by taking into account votes of members who are subject to the independence rules of the SEC or who are audit clients of a founding member, such majority shall be deemed not to have been reached. In such a case, the resolution shall be put to the vote again and the voting rights of members subject to the SEC's independence rules shall be suspended. Resolutions with a significant financial impact require the approval of the General Assembly. Minutes of the meetings shall be taken and signed by the head of the Board of Directors meeting. The minutes shall record the resolutions passed and the results of the voting.
- The Board of Directors may appoint professional auditors to control the economic management of the Executive Board. Each individual member of the Board of Directors shall have a comprehensive right to information and examination.
- The Executive Board and the management have the right to participate in the meetings of the Board of Directors. The Board of Directors may call in experts to its meetings insofar as this promotes proper deliberation and decision-making by the Board of Directors.
- Membership of the Board of Directors is honorary. By resolution of the General Assembly, it may be determined whether and to what extent the members of the Board of Directors shall receive an expense allowance for their activities.
- Further details on the activities of the Board of Directors are contained in the Rules of Procedure of the Board of Directors.
§ 11 Board of Directors
- The Executive Board shall be responsible for the management of the Association, in which it shall be bound by the provisions of the Statutes and the resolutions of the General Assembly and the Board of Directors. The Association shall be represented in and out of court by at least two members of the Executive Board. The Executive Board in the sense of § 26 BGB consists of three persons:
- Chairman of the Board of Directors,
- first Vice-Chairman of the Board of Directors, and
- second Vice-Chairman of the Board, who may use the title "Treasurer".
- The members of the Board of Directors shall be elected in separate ballots by the Board of Directors by a simple majority of the members present or represented at the meeting.
- The terms of office shall be uniformly five years, unless otherwise determined by the general meeting. However, the term of office of a member of the Executive Committee shall not end before his successor in office has taken over the office, provided that a successor has been appointed. Re-election (also multiple) is permissible.
- The office of a member of the Board of Directors shall end:
- with the expiry of the term of office;
- with the resignation of the office by written notice to the Board of Directors;
- by dismissal on the part of the Board of Directors.
- If a Board member resigns before the end of the term of office, a replacement shall be elected at the next Board meeting. The by-election shall be valid for the remaining term of office of the resigning Board member.
- The Executive Board shall have all tasks not reserved for the General Assembly or the Board of Directors. In particular, the Board shall have the following duties:
- (Further) development of the vision and strategy of KI Park and organisation of the association;
- Preparation of all matters to be submitted to the General Assembly or the Board of Directors;
- Execution of the resolutions of the General Assembly and the Board of Directors;
- Preparation of the budget, statement of accounts and statement of accounts for submission to the Board of Directors;
- Appointment and dismissal of the Managing Director as well as the conclusion of the corresponding service contracts;
- Evaluation of the proposals and recommendations of the advisory board;
- Management control.
- The Executive Board, which is controlled by the Board of Directors, is entrusted with the management of the operational day-to-day business of the Association. The appointment and dismissal of the managing director as well as the conclusion of the corresponding service contracts by the executive board shall require the approval of the board of directors. The Executive Board shall be entitled to employ one or more persons at arm's length in the office of the Executive Board for the purpose of fulfilling the operational tasks of the Executive Board. The conclusion of the service contracts with the employees of the management office shall require the approval of the Board of Directors.
- The members of the Board of Directors as well as the Managing Director and the employees of the office may work for remuneration. The Board of Directors shall represent the Association in concluding the relevant service contracts with the members of the Executive Board.
- Further details on the activities of the Board of Directors are contained in the Rules of Procedure of the Board of Directors.
§ 12 Advisory Board
- An advisory board consisting of at least five persons shall be formed to advise the executive board. Based on its special knowledge, the advisory board shall contribute to the fulfilment of the association's purpose with recommendations and suggestions as well as exchange of experience and expert contributions. In particular, it shall advise on the annual work programme and provide expert support to the Executive Board.
- The provisions of the Stock Corporation Act on the supervisory board as well as § 52 GmbHG do not apply to the advisory board.
- The Advisory Board shall include, among others, representatives of public life, science, business and administration. The members of the Advisory Board shall be appointed and dismissed by the Executive Board on the proposal of the Board of Directors. They do not have to be members of the Association. The members of the Advisory Board may receive remuneration as determined by the Board of Directors.
- The advisory boards elect a chairperson and two deputies from among their members.
- The Advisory Board shall meet as required, but shall meet at least once a year for consultation. The members of the Executive Board and the Board of Directors as well as the management may attend the meetings. In individual cases, experts may be invited to attend the meetings.
- The meetings of the Advisory Board shall be convened and chaired by the Chairperson of the Advisory Board. The Advisory Board decides on its recommendations and suggestions by simple majority.
- The results of the deliberations of the advisory board shall be recorded in minutes to be signed by the chairman of the advisory board. The suggestions and recommendations of the Advisory Board shall be included in the statement of accounts of the Executive Board.
- Further details on the activities of the Advisory Board are contained in the Rules of Procedure of the Advisory Board.
§ 13 Technical Committees and Project Groups
- The Executive Board shall set up specialised committees or working groups as well as project groups and initiatives to focus on specific topics. The operational day-to-day management of the expert committees or working groups as well as project groups and initiatives is the responsibility of the Executive Board.
- Further details on the working methods, composition and tasks of the specialised committees or working groups as well as project groups and initiatives are contained in the rules of procedure of the Executive Board.
§ 14 Dissolution, Liquidator, Commitment of Assets
- The dissolution of the association can only be decided at a general meeting convened for this purpose with a majority of 3/4 of the members present.
- This General Assembly shall only have a quorum if two thirds of the members are present.
- Unless the general meeting decides otherwise, the chairman of the board shall be the liquidator.
- In the event of the dissolution or abolition of the corporation or in the event of the discontinuation of tax-privileged purposes, the assets shall be transferred to a tax-privileged corporation which shall use them directly and exclusively for the purposes of science and research.
§ 15 Transitional provision
If parts of the Articles of Association are objected to by the registration court or the tax office, the Executive Board shall be authorised to amend them in order to remedy the objection.