§ 1 Name, place of business
(1) The Association bears the name “institut für finanzdienstleistungen e.V.” (iff) and has its registered office in Hamburg.
(2) It was founded on March 2, 1972 under the name “Arbeitskreis für Rechtssoziologie” (Working Group for Sociology of Law) in Cologne and has been registered since 1993 as “Institut für Finanzdienstleistungen” under the business number VR 13836 at the Hamburg District Court.
§ 2 Purpose
(1) The purpose of the Association is to promote and carry out research in the field of connections between law, business and society as well as to advocate for consumer advisory services and consumer protection, especially in the field of financial services. This includes the protection of the financial interests of self-employed professionals (e.g. small businesses), who are structurally disadvantaged in relation to the providers of financial services and thus require special protection.
(2) This purpose is realized in particular through the development of principles and instruments for a socially and ecologically responsible monetary economy by the Association and through its advocacy of a socially just economic system. The Association promotes national and international cooperation for the protection of consumers and small businesses, conducts scientific research, educational events and projects for the protection of consumption and work as well as for financial literacy, and publishes research results and other resources. The Association supports debt counselling agencies by providing them with tools for counselling consumers.
§ 3 Non-Profit Status
(1) The Association pursues exclusively and directly non-profit oriented purposes as defined in the section „Tax-privileged purposes“ of the German Fiscal Code (Abgabenordnung). The Association operates without profit motive; it does not primarily pursue its own economic purposes. The Association‘s funds may only be used for purposes in accordance with the bylaws.
(2) Members shall not receive any benefits from the Association‘s funds. In the event of their resignation or in the event of the dissolution or annulment of the Association, they shall not receive back any payments made or contributions in kind from the assets of the Association.
(3) The Association may not compensate any person for expenses that are not related to the purpose of the Association or by paying disproportionately high rates of compensation.
(4) In the event of the dissolution or termination of the Association or in the event of the discontinuation of its current purpose, the assets of the Association shall be transferred to a tax-privileged corporation which shall use them exclusively and directly for charitable purposes within the scope of the purpose of the Association.
§ 4 Fiscal Year
The fiscal year is the calendar year.
§ 5 Membership
(1) Any natural person and any legal entity under private or public law that does not offer financial services for profit or assists in representing the interests of such persons may become a voting member of the Association.
a. Full members of the Association have equal voting rights.
b. The Association may grant sustaining memberships without voting rights, the purpose of which is to provide financial and non-material support for the work of the Association. The sustaining membership is not associated with any rights towards the Association.
(2) The application for admission to the Association must be submitted in writing. The Board of the Association decides on the application.
(3) Membership expires through resignation, exclusion or death. The sustaining membership expires if the sustaining membership fee has not been paid even after a dunning letter.
(4) Resignation must be submitted in writing to the Board of the Association.
(5) The exclusion is carried out by the general meeting if there is an important reason. Three quarters of the votes of the members present are required for exclusion. Before the decision is made, the member concerned must be given the opportunity to make a statement. The decision on the exclusion must be justified in writing and sent to the member by registered mail against return receipt. The member may appeal against the decision in writing to the Board of the Association within one month of receipt. The general meeting shall decide on the appeal again with three quarters of the votes of the members present. Until this decision, the rights and obligations of the member concerned shall be suspended.
(6) With the exclusion or resignation all rights resulting from the membership expire.
§ 6 Executive bodies
The executive bodies of the Association are:
1. the general meeting,
2. the Board of the Association,
3. the advisory Board of the Association.
§ 7 General Meeting
(1) The voting members of the Association form the general meeting. At least one general meeting shall be held in each fiscal year.
(2) Extraordinary general meetings shall be convened if the interests of the Association so require or if at least one quarter of the members request the convening in writing, stating the purpose and the reasons.
(3) The general meeting shall be convened by the Board of the Association in writing, giving two weeks‘ notice and enclosing the agenda. The employees, the Scientific Management and the Research Directors of the iff have the right to participate in the meetings with no voting rights.
The general meeting will be convened by e-mail sent to the e-mail address on file with the Association. Each member must ensure that the Association has been informed of their current e-mail address. As a deviation from this, members may demand a written invitation to be sent to the postal address provided by them.
The general meeting may also be held via telephone or video conference or comparable electronic formats if proof of identity is ensured. In this case, the login details will be sent to the members by e-mail. The e-mail address that the respective member has provided to the Association will be used in this case. Further details can be specified in the rules of procedure of the meeting.
(4) Any motions from members regarding the agenda must be submitted in writing to the Board of the Association no later than one week prior to the general meeting, together with a justified proposal for a resolution. In the general meeting, motions to add items to the agenda can only be admitted with the approval of two-thirds of the votes of the members present.
(5) The general meeting elects the chairperson of the meeting. The chairperson shall appoint the keeper of the minutes. Minutes of each general meeting shall be taken and signed by the chairperson and the keeper of the minutes. It is to be sent to all members promptly.
(6) The general meeting shall constitute a quorum irrespective of the number of members present. Members may also participate in voting by telephone or by comparable secure electronic forms of voting, provided that their identity can be verified.
(7) It is possible to appoint voting proxies. For each member present, two proxies may be granted. Members represented by proxy shall be considered as present. In the event of a tie, a motion shall be regarded as rejected.
(8) Resolutions on amendments to the bylaws and the dissolution of the Association can only be passed if at least two-thirds of all members are present. The resolution requires a majority of three quarters of the votes cast.
(9) In the event of a lack of quorum at the meeting, the Board of the Association must convene a second general meeting. This meeting shall constitute a quorum regardless of the number of members present.
§ 8 Functions of the General Meeting
At the general meeting, the following shall be performed:
1. the election of the Board of the Association,
2. the confirmation of the selection of the consulting company that will carry out the audit of the accounts,
3. the acceptance of the Board‘s activity report and its discharge,
4. the receipt of the auditors‘ report and the passing of a resolution on the discharge of the Board,
5. the determination of the membership fees of the full members,
6. resolutions on the exclusion of members,
7. the passing of resolutions on amendments to the bylaws and the dissolution of the Association.
§ 9 The Board
1) The Board of the Association consists of two members. Each of them is a sole authorized representative of the Board in the sense of § 26 BGB. The Board of the Association may also appoint a Scientific Director. The Scientific Director can be a member of the Board of the Association.
(2) The chairperson and the assessor are elected by the general meeting in separate ballots. The term of office of the Board of the Association shall not expire until the election of a new Board.
(3) In the event of a compelling reason, members of the Board of the Association may be removed from office after the members of the Association have resolved to remove them from office at a general meeting convened for this purpose. § 5 Section (5) shall apply accordingly in this case.
(4) The Board of the Association passes its resolutions through the majority vote of the members present. The resolutions of the Board of the Association are passed in meetings with personal presence or by telephone, which are convened by the Chairperson. The Board shall constitute a quorum if all members of the Board are present. Participation by phone shall also be considered as presence. Minutes of the resolutions shall be taken. The Board of the Association shall adopt its own rules of procedure.
(5) The Board of the Association shall meet at least once per calendar year. It shall be convened by the chairperson. Any member of the Board of the Association may request that the Chairperson convene the Board of the Association without undue delay, stating the reasons for doing so. The Managing Director shall attend the meetings of the Board.
(6) The Board of the Association shall act free of charge. If expenses are incurred in performing the duties of the Board of the Association, they shall be entitled to reimbursement. The expenses shall be documented individually.
§ 10 Functions of the Board of the Association
(1) The Board of the Association shall be responsible for all matters of the Association unless otherwise assigned under the bylaws.
(2) The Board of the Association shall exercise its management authority by defining long-term concepts of tasks, taking into account the proposals of the Managing Director, if one has been appointed.
(3) The Board of the Association shall submit an annual report on its activities to the general meeting.
(4) The Board of the Association shall be solely responsible for all business dealings concluded between the Association and the Managing Director or members of his or her family.
§ 11 Management
(1) The iff shall have a full-time Managing Director. This person shall bear the title „Managing Director“. Their duties include the management and organization of the Association as well as the further development of the institute in agreement with the Board of the Association. In particular, the Managing Director is responsible for a) hiring and dismissing employees of the Association as well as representing the Association in matters of works constitution and collective bargaining law, b) acquiring and implementing projects, c) paying current liabilities, d) issuing binding declarations to third parties within the scope of the purpose of the bylaws, e) public relations and external representation. In addition, the management supports the Board in the preparation of long-term task concepts. It also prepares the annual business plan and the annual report. The management reports to the Board of the Association.
(2) The Managing Director does not have to be a member of the iff. He or she shall not be a member of the Board of the Association but shall have the right to sit on the Board of the Association without having the right to vote.
(3) The Board of the Association shall be responsible for appointing, dismissing and supervising the Managing Director. The term of office of the Managing Director is freely negotiable. Dismissal for good cause is permissible.
§11a Scientific Directorate
(1) The Scientific Director shall be appointed by the Board of the Association and the Managing Director in mutual agreement. The term of office shall be three years. The position may be held for an indefinite period. If the Scientific Directorate is to be assigned to a member of the Board of the Association, he or she shall not be involved in the vote.
(2) The Scientific Director shall assist in the implementation of research projects and shall be responsible for ensuring scientific standards in the Institute. The Scientific Director may receive remuneration for this activity. As a rule, the Scientific Director shall be a university teacher at academic institutions.
(3) In addition, the Board of the Association may, in agreement with the staff of the Institute, appoint Research Directors upon the recommendation of the Managing Director. The Research Directors shall be appointed for a period of three years for a specific scientific field (e.g. business administration, economics, sociology, law). They are to supervise the compliance of scientific standards of their field in the iff‘s research and propose to the director the necessary quality maintenance measures. They bear the title „Research Director for… at the institut für finanzdienstleistungen e.V.“ The Research Directors have the right to use the facilities of the Association within the scope of their activities and may participate in iff research. As a rule, the Research Directors shall be university teachers at academic institutions. An entitlement to remuneration does not arise with the appointment. The appointment can be revoked at any time.
§ 12 Advisory Board
The Board of the Association appoints the members of the Advisory Board. Members of the Advisory Board can be natural persons and organizations. Providers of financial services may also be members of the Advisory Board. The Advisory Board has the task to support the work of the Board of the Association and to advise it. Its members are informed about the results of the work of the Association. The Advisory Board consists of at least four members. The Advisory Board convenes upon invitation of the Board of the Association. It may make recommendations.
§ 13 Membership fees
The membership fees are annual fees and are due in advance on January 1st of each year. The amount of the annual membership fee for full members shall be decided by the general meeting. It may also reduce the fee in special cases. The Board of the Association shall decide the amount of the membership fees of the sustaining members.
§ 14 Final clause
The bylaws become effective upon their approval. Approved at the general meeting on December 10th, 2020.
Claudia Rutt and Prof. Dr. Ingrid Größl
Board of the Association