Articles
of the International Association of Research Organizations for the Information, Media and Graphic Arts Industries
1. Name, duration, seat
The full name of the Association shall be the International Association of Research Organizations for the Information, Media and Graphic Arts Industries, hereinafter referred to as the Association or by the acronym iarigai.
iarigai is established as a non profit sharing association. The members of the Association as of January 1, 2007 shall be the founding Members of iarigai.
The legal domicile of the Association shall be in Darmstadt, Federal Republic of Germany.
iarigai, pursues exclusively and directly nonprofit-making purposes in the sense of the section “Tax-favoured purposes” of the German Fiscal Code.
The Association shall be entered in the Register of Associations.
The official language of the Association shall be English.
The duration of the Association shall be unlimited.
The Association shall recognize the jurisdiction of the Court in Darmstadt.
2. Mission
iarigai is an association of research organizations – research institutes, companies, universities – with a focus on technical research and development in the fields of information, media and graphic arts.
The purpose of the Association is to promote science and research. Its objective as defined by the Articles of Association is achieved for the most part by organising scientific events, research projects and scientific publications.
The Association acts without self-interest; it does not primarily pursue profit-making objectives.
It is especially the assignment of iarigai to provide support in the following points:
a) Discipline redefinition
The Members of the Association are brought together by a common interest in a specific field of research and technical development. This field is developing and changing and requires a continuous process of redefinition through expansion and exclusion. The Association shall through its activities identify the discipline, both internally and with respect to other fields of interest.
b) Scientific exchange
The Association shall serve as a forum for the exchange of scientific and technical information in the research areas that the Members consider as important. This exchange shall support scientific and industrial progress, specialization, and international cooperation.
Research organizations face similar problems regarding funding, competence maintenance, recruitment, organization, etc. The Association shall also serve as a forum for discussions on operational issues in research organizations.
c) Social interaction
Research is carried out by individuals and groups of individuals. One of the most important prerequisites for cooperation and information exchange is personal acquaintance and trust between the involved individuals. The Association shall provide a forum for both formal and informal social interaction. The community of interest defined by the Association needs an influx of new ideas in order to develop. New members are necessary for an association to be viable.
d) Publishing opportunities
Respecting the need of its Members and the scientific community for publishing the results of their research, the Association shall provide appropriate publishing channels meeting international scientific standards.
3. Principal activities of the Association
Accomplishing the mission and principal aims as described in Section 2, the Association shall pay special attention to the following:
a) Research conferences
iarigai shall organize regular International Research Conferences, with the purpose of the development and advancement in the information, media and graphic arts science and technology. Conferences shall be organized by iarigai alone or jointly with one or several Members. The Board shall appoint a conference director and a Program committee for each event.
The Board shall decide on the venue, date and main topic of each conference and shall present it to the General Assembly for approval 24 months prior to the designated event.
b) Auspices over conferences and symposia
In addition to organizing regular annual research conference, iarigai may support other national and/or international events, organized by regular Members of the Association. Auspices of iarigai are intended to be a label of quality for the respective events. Institutes/Organizations being Members of the Association may apply in writing for support at least 12 months prior to the date of the event. The Board shall decide whether the event is corresponding to the requirements and standards of the Association and lies within its sphere of interest. Supporting of the event shall not imply any financial or other obligations for the Association.
c) Publishing activities
The Association may publish proceedings and/or other materials related to research conferences and other events organized by the Association. In addition, the Association may publish journal(s) and/or other scientific or educational publications alone, in cooperation with other organizations or in agreement with publishing houses. A committee for publishing activities may be established by the Board.
d) Research projects
iarigai shall serve as a platform for research projects that are of common interest, leading to overall progress and development and aiming at scientific excellence. The Association shall encourage joint projects and exchange of researchers among its Members. Results of such cooperation should be made widely available to the international scientific community.
e) International cooperation
iarigai may establish relations and have cooperation with associations on equal basis and with full reciprocity. Such relations shall be established by the Board. However, the Association shall act independently within the international research community in the best interest and for the benefit of its Members.
4. Membership
4.1 Categories of membership
iarigai shall have four categories of membership:
a) Regular Members
Institutes, organizations, universities or companies engaged in research in the field of information, media and graphic arts, as well as their suppliers can apply for regular membership. The Board shall consider applications for membership. The application for membership should be submitted in writing.
b) Honorary Members
Former officials of the Association shall be automatically considered as honorary Members after ending their active service and assuming that they are retired. The Board shall acknowledge the status of the persons, while Secretary General shall inform all Members. The status of an honorary Member shall be personal and cannot be transferred to another person.
c) Fellow Members
Persons with extraordinary competence and reputation, who are of special value for iarigai and its goals and who are not employed by any regular Member of the Association, can be appointed as fellow Members. To become eligible, fellow Members-to-be must be active in the field addressed by or being within the scope of interest of iarigai. Candidates can be proposed by at least two Members of the Association and must be accepted unanimously by all Members of the Board. There shall be no numerus clausus set for fellow Members.
d) Sponsoring Members
Any person, institution or company pledging to support the Association with regular financial or other contributions, can be appointed as a sponsoring Member. Every regular Member can propose sponsoring Members-to-be; all members of the Board must accept the proposal unanimously. Sponsoring membership is valid for the period of three years and can be renewed by the decision of the Board.
4.2 Dues, privileges and duties of Members
All Members of iarigai shall strictly comply with these Articles. Members should be committed to act in the interests of the Association. Each regular Member shall nominate a person to act as its official representative and contact person. The Member shall notify the Secretary General in writing of any change concerning its official representative. Each Member shall notify the Secretary General in writing of its registered address and any change in the address and/or status. Each Member (except the Honorary members) shall be required to pay such annual subscription to iarigai as shall be determined for each category by the General Assembly. Any Member wishing to terminate the membership shall inform Secretary General in writing before the end of the year. After issuing due warnings, the Board shall terminate the membership of any Member not fulfilling the duties or not complying with these Articles.
5. General Assembly
The authority of the Association derives from its Members and is exercised through the General Assembly. Being the highest body of the Association, General Assembly shall consist of the official representatives of the regular Member organizations or by their nominated proxies. Proxies shall present a written document confirming their status and signed by the official representative.
In addition to regular Members, fellow Members, as well as honorary Members may attend the General Assembly, but shall have no voting right.
The General Assembly shall convene one time every year, preferably during a conference organized by iarigai. The Board shall set the date and the venue of the General Assembly and inform Members at least three months before the Assembly. The Secretary General shall send in writing the invitation for the General Assembly, together with the agenda and all related documents to each regular Member at least six weeks prior to the date of the meeting.
Any Member who wishes to raise any matter at the General Assembly shall send notice of this matter to reach the Secretary General at least four weeks before the aforesaid General Assembly.
Either more than one-fifth of all members, or the majority of the Board, or the President may call for an Extraordinary General Assembly. Invitation to such an Extraordinary General Assembly shall be made at least six weeks prior to the date of the meeting and shall state the agenda.
The General Assembly is chaired by the President of iarigai, or, if absent, by the Vice-President or another member of the Board appointed by the President.. Sessions of the General Assembly shall be recorded in the Minutes, maintained by the Secretary General, which shall be signed by the President and the Secretary General, and consequently verified by two members elected by the General Assembly.
The powers of the General Assembly shall be:
a) To approve the list of representatives present and voting, including proxies;
b) To appoint two persons among regular Members who shall, together with the President, approve the minutes;
c) To receive and approve the annual report of the Board;
d) To receive the accounts for the previous financial year and the report of the Auditor(s);
e) To discharge the President and the Board of responsibility for the past tenure of office;
f) To approve the budget for the forthcoming financial year;
g) To elect a President of iarigai for a period of three years;
h) To elect members of the Board for the period of two years;
i) In the case a Board member has been suspended, to decide on terminating the term or cancelling the suspension;
j) To approve fellow Member(s) upon recommendation by the Board;
k) To confirm the appointment of a professional Auditor(s);
l) To determine the annual membership fees;
m) To transact any additional business as may arise.
Meetings of the General Assembly shall be legitimate with a quorum consisting of at least one-half and one (1/2+1) of regular Members. Decisions of the General Assembly shall be reached by simple majority of votes of those Members represented in person or by proxy, except for the dissolution of the Association (as described in Sect. 8) and for the approval of amendments to these Articles (as described in Sect. 9).
The Chairman of the General Assembly shall have a casting vote, except for the elections for the President. Elections for the President and for the members of the Board shall be made by secret ballot.
The President shall be elected among nominated candidates by votes of one-half and one (1/2+1) Members taking part in the voting. If no candidate achieves such a majority, a second round of voting shall be carried out, with the two nominated candidates with the highest number of votes.
Members of the Board shall be elected by the General Assembly with the simple majority of votes of representatives and/or proxies present. In the case none of the nominated candidates are elected, another person shall be nominated by the Board and elected by postal ballot in due time.
All elections shall become effective by the end of the General Assembly.
6. Management of the Association
The management of iarigai shall be carried out by the Board and the Executive Committee and by the officials of the Association: the President, the Vice President and Secretary General.
The Board may decide to appoint other officials on a provisional basis.
6.1 Officials of the Association
a) The President
The President of iarigai is responsible for the overall management of the Association and for the fulfillment of all scientific and business commitments. The President represents the Association, especially in its dealings with other organizations. The President calls for and chairs the meetings of the Board and the General Assembly, approves and/or co-signs with the Secretary General the minutes, annual reports of the Board and all official documents. The term of office of the President shall be three years, with the possibility of reelection for a second term of three years. The President shall be elected from within the regular Members of the Association, upon the proposal by the Board. A group of Members, representing more than 20% of membership can nominate a person for the President. Nomination should be submitted to the Secretary General at least eight weeks prior to the designated date of the General Assembly.
b) The Vice President
The Vice President shall perform such duties related to the management of the Association as the President or the Board may assign. The Vice President shall act for the President in the President’s absence. The Vice President shall become Acting President until the next regular election upon the death, incapacity, resignation or expulsion of the President. The Vice-President shall be elected among the members of the Board, with a simple majority of votes of the full Board. The term of the Vice President shall expire with the termination of his/her position in the Board, after which a new person shall be elected as the Vice President.
c) The Secretary General
The Secretary General shall have executive responsibility for the operations of iarigai. The Secretary General shall carry out the current business of the Association in agreement with the President and implementing decisions taken by the Board. Secretary General shall maintain and update records of the Association, prepare and dispense Minutes of the Board meetings as well as of the General Assembly meetings, financial reports and statements, annual reports of the Board. Secretary General shall be responsible for the management of the resources at the disposal of the Association. Secretary General shall be appointed by the Board and shall resign when a new President is elected or at the request of the Board. The Board shall thereafter appoint another person as the Secretary General or re-appoint the previous one. The Secretary General of the Association shall hold a nonvoting, ex officio position in the Board.
6.2 The Board
The Board shall consist of the President and six (6) members. The Board shall, under the supervision of the General Assembly and in accordance with § 26 of the BGB, manage, control and direct the affairs, funds, and property of iarigai The Board shall meet at least three times per year. Meetings of the Board are chaired by the President of iarigai or, in case of the President’s absence, by the Vice President. The Board may adopt its own rules of procedure, as long as they do not contravene these Articles.
In addition to a Program committee, the Board may establish committees for any area of interest for the Association. Meetings of the Board shall be legitimate and decisions executive with a quorum consisting of four (4) members. Decisions in the Board shall be taken by the majority of votes of the Board members present at the meeting. President shall have the casting vote. Members of the Board shall be elected by the General Assembly for a term of two years, being eligible for reelection for two subsequent terms. Under special circumstances, the Board may unanimously recommend an extension of the last term of a Board member for a maximum of 12 months. Any member of the Board, not fulfilling the duties or not acting in the interest of the Association, may be suspended by the unanimous decision of all other members of the Board, pending the final decision by the General Assembly.
6.3 The Executive committee
The Executive committee shall carry out business of the Association between regular Board meetings and/or in cases if and when Board cannot convene. Decisions taken by this body shall be executive, but subject to consequent confirmation by the Board. Members of the Executive Committee shall be per officio: the President, the Vice President and the Secretary General.
7. Financial issues
The resources of the Association shall consist of: (i) annual dues paid by Members; (ii) bequests and contributions by sponsors and (iii) other revenues deriving from the activities of the Association. The annual membership fee shall be determined by the General Assembly.
The funds of the association may be used only for purposes provided for by the Articles of association. Members shall receive no monetary allocations from the funds of the association.
Nobody may benefit from payments which are not connected to the purpose of the Association, nor shall anyone benefit from disproportionatley high remuneration.
a) Fiscal year
The fiscal year of the Association shall be equal to the calendar year, beginning January 1st and ending December 31st of the same year.
b) Books
The Secretary General shall keep correct and complete books and records of accounts.
c) Auditors
The Board shall appoint a professional independent auditor to audit the accounts and the yearly financial statement.
d) Reporting
Within six months of year’s end, the Secretary General shall submit a complete audited financial statement to the Board for presentation to and approval by the General Assembly.
8. Dissolution of the Association
The dissolution of iarigai shall come into effect upon a decision by a two-thirds (2/3) majority of those regular Members represented in person or by proxy at the annual or the Extraordinary General Assembly, assuming that a rightful quorum is attained, and provided that all the Members have been informed of such a proposal at least six weeks prior to the aforesaid General Assembly.
In the event that such resolution is not carried because the required majority of votes is not obtained, the proposal shall then be determined by a postal ballot which shall be held within eight weeks of the date of the aforesaid General Assembly, and for which a majority of votes of at least two-thirds (2/3) of the Members of iarigai shall be required. Notice of the ballot and full details of the proposal must be given to each Member not less than four weeks in advance of the declared closing date for the return of the voting papers.
In the event of dissolution of the Association or abandonment of tax-favoured purposes, the assets of the Association shall be entrusted to a legal person by public law or another taxfavoured body for use in the promotion of science and research.
In case of dissolution, Members of iarigai shall not be responsible for any debts or liabilities that could have arisen from the activities of the Association.
9. Amendments to the Articles
Any regular Member wishing to propose any alteration or amendment to these Articles shall submit such a proposal to the Secretary General, who shall proceed it to the Board. The Board may also propose amendments to the Articles. Members shall be informed on the proposed amendments not later than six weeks prior to the General Assembly, or three weeks in case of an Extraordinary General Assembly.
Amendments and alterations to these Articles must be approved by two-thirds of regular Members present at the General Assembly.
10. Transitional provisions
These Articles shall come into effect when approved by a two-thirds majority of the regular Members present at the General Assembly. With this date, the previous Articles and all alterations and amendments related to the aforesaid Articles shall become void. Secretary General shall send a notice on the above to all Members of the Association.
With implementation of these Articles, the President, members of the Board and the Secretary General shall remain in their respective offices until the end of the term for which they have been elected or appointed.
Approved by the General Assembly
9th of September, 2008
with alteration endorsed by the General Assembly
1st December 2009