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Statutes and Articles

§1 Name, Seat of Office, Financial Year

1. The association carries the name Biotechnologie-Industrie-Organisation Deutschland, BIO- Deutschland.
2. The association is registered at the district court Berlin-Charlottenburg.
3. Seat of administrational office is Berlin.
4. The financial year is the calendar year. The period of time between the foundation of the association and the following December 31 counts as the first financial year.

§2 Purpose

The association:
- Is dedicated to the establishment of an independent representation of the interests of the German biotechnology industry,
- Supports and catalyzes the establishment of an innovative and financially potent industry sector within the German economy on the basis of modern biological sciences,
- Promotes the international positioning of the German biotechnology sector as a major contributor to Germany´s future economical competitiveness
- Represents the interests of the German biotechnology sector in national and international politics,
- Co-operates with other national and international biotechnology stakeholders.

§3 Membership

1. Members of the association may be any legal entities of common private law and corporate bodies as well as public institutions and foundations and corporate partnerships, as long as their membership is deemed beneficial to the purpose of the association.

2. Members may include:
- Biotechnology companies from all areas of biotechnology,
- Companies from the pharmaceutical industry,
- Organizations or corporations that represent a BioRegion,
- Companies that offer services for the biotechnology sector,
- Companies that manufacture or supply instrumentation, software, chemicals, and reagents for the biotechnology sector,
- Technology transfer offices,
- Consultants, auditors and lawyers, as well as respective companies,
- Capital providers like venture capitalists and banks,
- Academic institutions and their associated organizations,
- Any charitable organizations, which are active in these fields.

3. Members that whish to support the association particularly, will, besides the usual membership fee, make a further contribution, the height of which will be determined by the Board. Any such members will be acknowledged in public presentations of the association as "Fördermitglieder" (Supporting Members). Nature and scope of this acknowledgement are at the discretion of the Board.

4. Membership is granted to new members by decision of the Board. All memberships have to be applied for in writing.

5. Members have statutory voting rights and are entitled to table motions.

6. Memberships end by resignation, by expulsion, following termination of business activities, the loss of legal status or the dissolution of corporate partnerships.

7. Notices of resignation have to be given in writing to the Board. Resignations become effective following the end of the respective financial year.

8. Expulsions of members are subject to a decision by the Board. Reasons for an expulsion may be the insolvency of the member company, the repeated refusal to settle membership fees or the violation of fundamental interests of the association. Members shall be informed of Board decisions in writing. Members have the right to appeal against expulsions within one month of receipt of the expulsion notice. Appeals must be made to the Board in writing. Decisions on appeals will be made by the next General Meeting.

8. Upon termination of membership there will be no reimbursement of membership fees paid. All rights to and shares in the association´s equity or property become void.

§4 Membership Fees

1. Members are obliged to pay membership fees as decided by the General Meeting.
2. Annual membership fees are payable by March 1 for the respective calendar year.
3. In exceptions and upon application by members the Board is entitled to grant full or partial exemption from the obligation to pay membership fees or to extend the period of payment.

§5 Organs of the Association

1. The organs of the association are:
a) the General Meeting
b) the Board
2. The organ members´ work is honorary.
3. New organs (advisory panels, specialized committees or working groups) may be established by decision of the General Meeting or the Board.

§6 General Meeting

1. General Meetings may be called by the Board if need be.

2. The Statutory General Meeting has to take place once annually. Calls for the Statutory General Meeting will be issued at least four weeks in advance either in writing or electronically and are accompanied by the meeting´s agenda. The agenda will be determined by the board.

3. An Extraordinary General Meeting will be called, by respecting a two-week notification period, if:
a) The Board decides by simple majority to call a General Meeting,
b) At least 20% of the members request the Board in writing to hold a General Meeting, and by stating the reason and purpose of such a meeting.

4. Members have the right to appoint a representative to represent them during the General Meeting. Multiple representations are possible. The representative(s) has/have to be disclosed by the respective member(s) to the Board in writing.

5. Any proceedings and resolutions of the General Meeting have to be recorded in a protocol. The protocol has to be signed by the chairperson of the General Meeting and the secretary elect of the General Meeting. Protocols have to be archived at the administrational office.

6. The General Meeting
a) elects and suspends Board members,
b) approves annual accounts,
c) relieves the Board of its responsibilities,
d) amends the Statues,
e) dissolves and liquidates the Association, and
f) determines the membership fees.

7. The General meeting can charter at its discretion an accountant (or accounting company) to audit the Association´s annual accounts.

8. Any member holds one voting right. Voting rights can be exercised by a statutory representative of the member, or any person authorised by the member, and registered with the Board, to do so.

§7 Proceedings and resolutions of the General Meeting

1. The General Meeting is chaired by the chairperson of the Board. Should the chairperson of the Board be unavailable, then the meeting is chaired by his/her deputy or another Board member.

2. All items published in the agenda can be subject to a resolution passed by the General Meeting. Any member can request until three days in advance of the General Meeting for further items to be added to the agenda. Any such requests have to be made to the Board in writing.

3. Requests to amend the agenda can be made during the General Meeting by means of urgent motions. Urgent motions are accepted by the simple majority of all members present.

4. Any statutorily called General Meeting has a quorum. Any resolutions passed by such a General Meeting require at least a simple majority. In cases of hung votes the respected resolution has been rejected.

5. All amendments to the purpose or the statutes of the association, or to the height of membership fees require a two-thirds majority. Furthermore any resolutions on amendments to the association´s statutes require at least halve of all association members´ votes. In case an amendment to the statutes renders the General Meeting without a quorum a new General Meeting has to be called within four weeks of the initial General Meeting, to decide upon the amendment to the statutes. The new General Meeting has to be held not earlier than six weeks, and not later than four months after the initial General Meeting. The new General Meeting has a quorum by means of a two-third majority-vote irrespective of the actual number of members present. Invitations to the new General Meeting have to contain a reference to the facilitated quorum.

§8 Board

1. The members of the Board can be elected by the General Meeting singly or jointly and can comprise of between 3 and 10 persons. The actual number of Board members is the direct result of the number of candidates approved by the General Meeting. The General Meeting decides whether Board members are elected singly our jointly. Any two members may represent the association before and outside of court. Board members have to be representatives of their respective companies like board members, managing directors or attorneys (as recorded in the corporate register).

2. Any person´s membership to the Board seizes: upon failed re-election, following the end of membership of the company, of which the person is the statutory representative, for personal reasons, withdrawal of confidence from the General Meeting by a three-quarters majority vote, or following the end of the person´s association to a member company as one of its statutory representatives.

3. Besides the statutory rights and duties the Board fulfils the following tasks:
a) to call the General meeting,
b) to appoint the administrational director,
c) to supervise the administrational director,
d) to administer the associations property and assets,
e) to prepare the annual accounts and propose the annual budget, and
f) to implement all resolutions passed by the General Meeting.
4. All Board members are elected for a period of two financial years by the General Meeting with absolute majority in a secret ballot. All Board members may be re-elected. In single votes members can give one vote to any one candidate on the list. If there are ten or more candidates on the list a maximum of ten votes can be given to the list. Any higher number of votes renders the election invalid.

If more than ten candidates receive an absolute majority of votes the respective relative majorities decide on the ten successful candidates. In cases where there is a hung vote for the two candidates with the least number of votes and where the total number of permissible Board members has not yet been reached a final direct ballot decides.
The General Meeting can decide by means of a simple majority to change the election mode.

5. All Board functions are honorary.

6. The Board has a quorum when at least one halve of its members are present. The Board passes resolution by means of a simple majority of votes. The Board elects from its ranks the Chairman of the Board (First Chairman) and the Chancellor.

7. Board meetings convene if deemed necessary. At least 4 Board meetings have to take place in any financial year. The Chairman of the Board has to give Board members at least two-weeks´ notice to Board meetings. Invitations to Board meetings have to be accompanied by a full agenda. Until 7 days prior to the Board meeting any Board member can demand in writing for further items to added to the agenda. After that any requests for changes of the agenda or for further item to be added to the agenda require an approval from the Board during its meeting.

8. All proceedings of Board meetings have to be recorded in a protocol, which has to be signed by the First Chairman and the Secretary.

§9 Administration

1. For the organization and administration of day-to-day business the Association establishes an administrational office. The administrational office is headed by the administrational director. The administrational director is appointed by the Board.

2. The administrational director is responsible for fulfilling the operational day-to-day business tasks according to the association´s statutes. The administrational director reports to the Board.

§10 Dissolution of the Association

1. The dissolution of the association can only be decided during a purposely convened General Meeting at which at least one halve of all members are present and by a decision passed with a two-thirds majority. In case this General Meeting is without a quorum a new General Meeting with the same agenda may be called within four weeks of the initial General Meeting. The new General Meeting has a quorum by means of a two-third majority-vote irrespective of the actual number of members present.

2. The General Meeting decides on the future use or distribution of all of the association´s assets or property following the dissolution and liquidation of the association or in cases when the purpose of the association no longer exists.

§11 Statutory Obligations

The Board is entitled fulfil any conditions or obligations imposed during the statutory registration process by the competent courts or institutions at its discretion. The Board immediately informs all members about any changes made.

§12 Applicable Law

Except in cases where these statutes foresee otherwise all German legislation and regulations on registered associations apply.

§13

These statutes have been approved by the General Meeting in September 2004. The statutes have been amended in October 2005, in November 2006 and in October 2007.