Statutes of the German Society for Public Health (DGPH) e.V.
Disclaimer: Legal claims or claims of any other kind arise exclusively from the German version of these Articles of Association. Translation errors or misinterpretations in the English translation shall not affect the validity of the Articles of Association. The translated version is for information purposes only.
§ 1 Name, registered office, financial year
- The name of the association - hereinafter referred to as DGPH - is the German Society for Public Health e.V.
- The registered office of the DGPH is in Berlin.
- The financial year is the calendar year.
§ 2 Purpose and task of the association
- The DGPH is an interdisciplinary and multi-professional association of institutions and individuals in Germany with competence and responsibility for research, teaching and practice in the field of public health/health sciences.
- The DGPH promotes the further development of public health/health sciences by supporting research, teaching and practice.
- It supports the professional exchange between members.
- It develops statements on health-related social developments, also in cooperation with other relevant national and international organizations.
- It regularly organizes workshops and national and international congresses.
- It promotes publications in the field of public health/health sciences.
- It promotes collegial exchange in teaching and research.
- The association pursues exclusively and directly charitable purposes within the meaning of the “tax-privileged purposes” section of the German Tax Code.
- The purpose of the association may not be changed.
§ 3 Non-profit status
- The association is selflessly active. It does not primarily pursue its own economic purposes and does not seek to make a profit.
- DGPH funds are only used for statutory purposes. Members do not receive any profit shares and, in their capacity as members, do not receive any other benefits from the association's funds.
- Members have no claim to the association's assets if they leave or if the association is dissolved.
- The association may not favor any person through expenditures that are alien to the purpose of the association or through disproportionately high donations.
- In the event of the dissolution of the DGPH or the discontinuation of its previous purpose, the assets of the DGPH may only be used for tax-privileged purposes. Reference is made to the individual provisions in § 11, para. 3.
§ 4 Membership
- The DGPH has the following memberships:
- Ordinary membership
Extraordinary membership
Corresponding membership
Supporting membership.
- Ordinary membership
- Ordinary membership can be exercised by the persons named under § 4, para. 3.
- Ordinary members can become:
- Research institutions in Germany that focus on scientific work in the field of public health/health sciences on a permanent basis, represented by the management or a person appointed by the management;
- Study programs at German universities that qualify students for work in the field of public health/health sciences, represented by the head of the study program/person responsible for the study program or a person nominated by them;
- Relevant professional societies and professional associations, represented by their chairpersons or a person nominated by them;
- Institutions and organizations that deal with overarching tasks of research, teaching and/or care in the field of public health/health sciences, represented by the management or a person appointed by them;
- Natural persons who deal with public health/health sciences topics in research, teaching, practice or as part of a course of study.
- Ordinary members have active and passive voting and election rights.
- Associate membership may be granted by the Executive Board to individuals who are particularly committed to research, teaching and care in the field of public health/health sciences in Germany. Associate members have passive voting rights, but no active voting and election rights.
- Supporting membership is open to all companies, institutions or associations that wish to provide financial support for the purposes and tasks of the association.
- Corresponding membership can be granted by the Executive Board to all legal entities that do not meet the criteria set out in § 4, para. 3, 5 and 6 and wish to support the objectives of the DGPH.
- Membership is applied for in writing via the DGPH Board. A decision on the application for membership is made by the Board.
- Membership fees and their changes are decided by the ordinary general meeting. Further details are regulated by the membership fee regulations, which can be found in § 6 of the statutes.
- The General Assembly of Members decides on the levying of contributions and other special payments and their amount.
§ 5 Termination of membership
- Membership ends with
- Dissolution of one of the institutions named in § 4, para. 3, for which the ordinary members are intended. The same applies to non-regular members.
- Termination
- Expulsion
- Death of a member.
- Notice of termination must be sent to the association in writing six months before the end of the financial year.
- If membership is terminated by exclusion, the membership fee regulations, which form part of the articles of association, shall apply with regard to the membership fee. Exclusion may occur in the event of
- gross violations of the Association's interests and the Articles of Association
- repeated failure to comply with resolutions of the Board of Directors and the General Meeting.
The General Meeting decides on expulsion based on a proposal from the Executive Board. Prior to this, the person concerned must be given the opportunity to make a statement to the Executive Board in person or in writing within three weeks. This opportunity must be granted again at the decisive general meeting.
§ 6 Contribution regulations
- The membership fee is to be transferred cashless to one of the DGPH accounts.
- The annual membership fee is due within one month of being requested to do so.
- Members who are in arrears with their dues will receive a reminder.
- Members who are in arrears for two calendar years will be expelled from the DGPH.
- Before the expulsion takes effect, the members concerned will receive a registered letter signed by the chairperson stating that membership will end one month after the letter is sent if the member has not repaid their dues within this one-month period.
- Contribution arrears can be recovered in court after the expiry of the one-month period. However, this does not revive the membership.
- Supporting members of the DGPH are obliged to pay an admission fee. The Executive Board decides on the amount.
- Reductions in membership fees may be approved by the General Meeting in special cases.
§ 7 Organs of the association
- The bodies of the association are
- the Board of Directors
- the general meeting
- the advisory board
- In order to fulfill its tasks and coordinate its activities, the association can form specialist areas.
- Unless otherwise provided for in the Articles of Association, the Association's bodies and specialist areas shall pass resolutions by a simple majority of those present. In the event of a tied vote, the vote shall be repeated after further deliberation; if no majority is reached, the motion shall be deemed to have been rejected.
- Minutes shall be taken of the results of each meeting of the bodies.
§ 8 The Executive Board
- The Executive Board consists of
- the Chairperson
- the Deputy Chairperson
- the Managing Director
- up to four further members of the Executive Board.
The Managing Director manages the day-to-day business.
- The Board of Directors is elected by the members entitled to vote for a term of two years by a maximum number of votes (in accordance with § 11, para. 7). Ordinary members and extraordinary members are eligible for election (in accordance with § 11, para. 6). Electronic forms of voting are possible if this does not compromise the purposes and principles of the election.
- The Executive Board within the meaning of Section 26 of the German Civil Code (BGB) consists of the Chairperson, the Deputy Chairperson and the Executive Board member. They are each authorized to represent the company in pairs within the meaning of § 26 BGB.
- If a member of the Executive Board resigns during the term of office, the remaining members of the Executive Board may appoint a replacement member for the remaining term of office of the resigning member.
- The Executive Board remains in office after the expiry of its term of office until new elections are held.
- Board meetings are convened by the Chairperson or the Deputy Chairperson in writing or by telephone with two weeks' notice.
- The Board of Directors passes resolutions by a simple majority of all its members. In the event of a tie, the vote of the chairperson who convened the Board meeting shall be decisive. A Board resolution can be passed by telephone or in writing if all Board members declare their consent to the regulation to be passed in writing.
- The Executive Board is responsible for all matters of the DGPH unless they are assigned to another body. In particular, it has the task of realizing the goals of the DGPH, preparing conferences and publications, drawing up budgets and annual balance sheets and deciding on amendments to the statutes, insofar as these are required by law to maintain the non-profit status of the tax office or for entry in the register of associations.
- The Managing Director records the resolutions of the Executive Board in the minutes. He/she also prepares records of the General Meeting.
- The Executive Board is entitled to revocably entrust working committees or individual members with special tasks.
- The members of the Executive Board are only liable to the association and its members in cases of intent and gross negligence.
§ 9 The Advisory Board
- The Advisory Board is made up of the spokespersons of the departments.
- The Executive Board convenes the Advisory Board once a year with four weeks' notice, stating the agenda. The Advisory Board is responsible in particular for
- advising the Executive Board on setting priorities for the association's communication and publication projects
- the right to propose the establishment and dissolution of specialist areas.
§ 10 Departments
- The association can form specialist areas. The departments organize their activities independently, unless otherwise stipulated in the Articles of Association.
- A department is founded by the Executive Board - on the proposal of the extended Executive Board or the General Assembly. The Executive Board appoints a temporary spokesperson for the department. If at least 10 members join the department within one year of its foundation, the department is actually established, otherwise the Executive Board cancels the foundation.
- The members of each department elect a spokesperson and a deputy spokesperson for a period of two years by simple majority. Re-election is permitted. The spokesperson represents the interests of their department vis-à-vis the association's bodies and other departments. He or she is not entitled to legal representation vis-à-vis third parties.
- The tasks of the departments lie in the substantive and structural promotion of research, teaching and practice related to public health, in particular through publications or the organization of subject-specific meetings. Each department submits a written report on its activities to the Advisory Board once a year. The spokesperson of the department is responsible for this report.
§ 11 The General Assembly
- An ordinary general meeting (annual general meeting) takes place once a year. All members of the DGPH are entitled to attend. The meeting shall be convened by the Chairperson of the Executive Board or the Deputy Chairperson with no less than two weeks' notice by letter of invitation, stating the provisional agenda items at the place of his/her choice. However, the Annual General Meeting must be announced to the members in writing at least two months before the meeting with a request to submit motions in writing by a date to be set by the Board of Directors. These and the motions of the Board of Directors must be communicated to the members in an agenda after this deadline. Motions received after this time can only be dealt with by the meeting if it was objectively impossible to meet the deadline and the meeting approves them as urgent by a simple majority of the members present and entitled to vote.
- As an annual general meeting, the ordinary general meeting must contain at least the following agenda items:
- Resolution on the agenda
- Acceptance of the minutes of the last General Meeting
- Acceptance of the report of the Executive Board
- Resolution on the balance sheet and the profit and loss account within the first 12 months after the end of the financial year
- Discharge of the Executive Board.
In addition, the Annual General Meeting has the following tasks in particular:
- Formulation of objectives for the work of the Executive Board
- Appointment of an advisory board at the suggestion of the Executive Board, if necessary
- Passing resolutions on amendments to the Articles of Association
- Adoption of the membership fee regulations and determination of the annual membership fees as well as levies and special payments
- Dissolution of the DGPH.
- The Executive Board must convene an Extraordinary General Meeting if at least 30% of all members or the majority of the Executive Board request this in writing, stating the subject of the meeting. The meeting shall be convened in writing at least two weeks before the date of the meeting.
- The General Meeting shall constitute a quorum if it has been duly convened.
- The General Meeting is chaired by the Chairperson or, if he/she is unable to attend, by the Deputy Chairperson or the Executive Board member. If these are also unable to attend, the members present and entitled to vote shall elect a chairperson.
- Each ordinary member has one vote at the General Meeting. Persons present at the General Meeting who are entitled to vote may not combine more than one vote.
- The members of the Board of Directors to be elected shall be nominated from among the ordinary members of the DGPH at the Annual General Meeting and elected for two years by secret ballot using the maximum number of votes, in each case separately:
- the Chairperson or Deputy Chairperson
- the Managing Director
- up to four further members of the Executive Board.
- The General Meeting must appoint an institution or person of its trust to audit the cash register.
- Resolutions are passed by a simple majority of the votes cast. The votes of the member group of institutional members are multiplied by a factor of 4 when voting. Abstentions are considered invalid votes. Amendments to the DGPH statutes require the approval of two thirds of the voting members present.
- Resolutions and voting results are to be recorded in minutes by the Executive Board member, stating the time and place of the meeting. These minutes must be countersigned by the respective chairperson of the meeting.
§ 12 Resolution of the DGPH
- The DGPH is dissolved in accordance with Section 73 of the German Civil Code (BGB) if the number of voting members falls below three.
- Furthermore, the association shall be dissolved if the General Assembly decides to do so in two separate meetings, which must be held at least four weeks apart, with the approval of three quarters of the voting members present in each case.
- If the DGPH is dissolved or its tax-privileged purpose ceases to exist, the assets of the association shall be transferred to Deutsche Welthungerhilfe, which must use them directly and exclusively for charitable purposes.
§ 13 Entry into force
The Articles of Association come into force upon entry in the register of associations.