Preamble and Statutes of Fab City Hamburg e.V. of 20.10.2020
The digital transformation is accompanied by digitised information (“bits”) becoming a fundamental production factor. Information, as an economic good, is immaterial and has low marginal costs of production. That is, it is easily replicable and easily globally divisible, so, unlike traditional basic factors of production, it is not scarce by itself. Networks that produce open-source bits-based solutions are therefore particularly powerful.
In the face of ecological challenges of the Anthropocene and growing socio-economic disparities due to increasingly volatile and accumulated value creation patterns, new, also institutional, approaches to solutions are necessary.
Producing these solutions open source in networks and applying them for Hamburg is the aim of this association.
Elementary to this association are places where digitised information is converted into knowledge and physical objects. These are open workshops with digital manufacturing (open labs). Here, connected to worldwide networks, open-source machines are developed with which almost anything can be manufactured. Thus, Circular Economy Labs are also created within the framework of this association, in which various material cycles, such as those of plastic or copper, are closed (circular economy). The intention is to prevent damage to the natural habitat of humans. To achieve the goal, it is also necessary to promote the initiation of economically sustainable processes by providing premises and holding events. In addition, close cooperation with the creative industries is necessary to achieve the goal, especially the realisation of a circular economy, so that designers and creatives can be part of the development of solutions and innovative methods in all phases of development processes. Due to the novel and complex nature of the subject matter of this association, scientific accompanying research will be conducted.
§ 1 Name, Registered Office, Registration, Financial Year
(1) The name of the association is Fab City Hamburg e.V. (2) Its registered office is in Hamburg. (3) It shall be entered in the register of associations. (4) The financial year shall be the calendar year.
§ 2 Purpose of the association
(1) The association exclusively and directly pursues charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code (§§ 51 ff.) as amended.
(2) The purpose of the association is the promotion of science and research, the promotion of environmental protection, the promotion of national and professional education including student aid and the promotion of art and culture.
(3) The purpose of the statutes is realised in particular by:
1. Providing a spatial, technical and personnel infrastructure that encourages and enables users to design and produce art and design objects, machines, everyday objects and mechanical, electronic, hardware and software components themselves for their own and the community’s benefit (Fab Lab or Open Lab). Part of this is that users are enabled at a low level to create value themselves and to produce recyclable materials and new products from “waste” in the sense of a circular economy.
2. The promotion of local, globally networked, self-organised processes of joint need-oriented and resource-conserving production, management, care and/or use of objects and other resources.
3. Development and research in the field of freely licensed production machines (software and hardware), as well as to the goal formulated by the international Fab City Foundation of completely transforming the urban economy of a Fab City as a circular economy by 2054, so that no physical goods or raw materials are imported or exported any more, but everything a Fab City consumes is produced locally. The association conducts research itself and in close cooperation with research institutions, especially those that are members of the association. Research results are published publicly in the association’s own media and journals.
4. Knowledge transfer in the areas of: digital self-production, general manufacturing processes including the associated materials science, self-construction of machine tools, handicraft techniques, new technologies, computers and new media, circular economy by means of digital manufacturing technologies, as well as the other areas described under No. 1 to 3.
5. Organisation of training courses and workshops for education and further training in connection with the areas described under. No. 1 to 4 described above.
6. Conducting educational events and workshops especially for children, young people and pupils; cooperation with schools, educational and research institutions in connection with the areas described under No. 1 to 4 described above.
7. Implementation of other projects, organisation of lectures, seminars and conferences in connection with the areas described under No. 1 to 4.
8. The development of methods to involve the creative industries in all phases of the product development process chain, as well as intersectoral exchange at eye level between all trades involved in the process. This also includes the creation of meeting places and the anchoring of design principles of a circular economy, such as modularity and recyclability, in decentralised and network-based product development processes.
Furthermore, this includes the integration of artistic work in the field of society, culture, design, manufacturing and handicraft techniques, computers, new media into the life of the association, among other things through exhibitions of artistic works with digital production in the association’s premises.
(4) The purpose of the statutes shall also be realised through the procurement and donation of funds, as well as the provision of labour or rooms to tax-privileged corporations which also pursue the purposes mentioned in paragraph 2, in the sense of § 58 No. 1, No. 2, No. 4 and No. 5 of the German Fiscal Code (Abgabenordnung).
§ 3 Independance
(1) The association is selflessly active; it does not primarily pursue its own economic purposes.
(2) The association’s funds may only be used for the purposes set out in the articles of association. Members shall not receive any benefits from the association’s funds.
(3) No person may be favoured by expenses that are alien to the purpose of the corporation or by disproportionately high remuneration.
§ 4 Membership
(1) The membership of the Association is divided into ordinary and extraordinary members. Any legal entity, public corporation or partnership that supports its objectives may become an ordinary member of the association. Any natural person who supports its objectives may become an associate member of the association. Insofar as this statute refers to members, it refers to both ordinary and extraordinary members.
(2) The Executive Committee shall decide on the application for membership of the association. If the Executive Committee rejects an application for membership, the applicant shall be given reasons for this in writing and the applicant shall have the opportunity to appeal to the next General Meeting in order to be able to enforce his or her wish to be admitted despite the rejection by the Executive Committee.
(3) Membership ends by resignation, exclusion, death or by the extinction of the legal person or partnership.
(4) The resignation of a member is only possible at the end of a month. It shall be effected by declaration in text form to the Chairperson, observing a notice period of 14 days.
(5) If a member has seriously violated the aims and interests of the association or is in arrears with the membership fee for six months despite a reminder, he or she may be expelled by the executive committee with immediate effect. The member must be given the opportunity to justify or comment before the decision is taken. An appeal against the exclusion decision may be lodged within a period of 14 days after notification of the exclusion, on which the next general meeting shall decide.
(6) Members may be represented in the Executive Committee and the General Assembly by a person authorised in writing.
§ 5 Contributions
Members shall pay dues in accordance with a resolution of the General Assembly. A simple majority of the voting members present at the general meeting shall be required to determine the amount and due date of the subscription.
§ 6 Organs of the association
Organs of the association are
a) the Board of Directors
b) the General Assembly
c) the Scientific Advisory Board
§ 7 The Board of Directors
(1) The Executive Committee shall consist of five to seven members: one or one Chairperson, two Vice-Chairpersons, one Treasurer and at least one other person.
The Executive Board represents the association judicially and extrajudicially. The Chairperson of the Executive Board is entitled to represent the Association together with another member of the Executive Board. If he or she is prevented from doing so, the chairperson may be represented by one of the vice-chairpersons.
(2) The Board is elected by the General Assembly for a period of one year. Re-election of the Board members is possible. The Chairperson and the Vice-Chairpersons shall be elected by the General Assembly in a special ballot. The incumbent members of the Executive Board shall remain in office after the expiry of their term of office until successors have been elected.
(3) The Executive Committee shall be responsible for the day-to-day management of the Association. It shall in particular have the following tasks: The Executive Committee may appoint a Managing Director for the day-to-day management of the Association. The Managing Director shall be entitled to participate in the meetings of the Executive Board in an advisory capacity. The Executive Board shall elect the members of the Scientific Advisory Board.
(4) Board meetings shall be held at least twice a year. Invitations to Board meetings shall be issued by the Chairperson in text form.
(5) The Executive Board shall adopt its resolutions by a simple majority of the Executive Board members present. For a quorum, the Chairperson of the Board and at least two other members of the Board must be present.
(6) In case of urgency, resolutions of the Executive Board may also be adopted in text form or by telephone if at least two thirds of the members of the Executive Board declare their consent to this procedure in text form or by telephone.
(7) Resolutions of the Executive Board shall be recorded in the minutes.
(8) The Executive Committee may receive appropriate remuneration for its activities; the amount of remuneration shall be determined by the General Assembly.
(9) The members of the executive board are exempt from the restrictions of § 181 BGB.
§ 8 General Assembly
(1) The General Assembly shall be convened once a year.
(2) An extraordinary general meeting shall be convened if the interests of the association so require or if one third of the members of the association request such a meeting in writing, stating the purpose and the reasons. This third of the members of the association shall also include extraordinary members of the association.
(3) The General Assembly shall be convened in text form by the Chairperson, observing an invitation period of at least 14 days, with simultaneous announcement of the agenda. The period shall commence on the day following the date on which the letter of invitation is sent. The letter of invitation shall be deemed to have been received by the member if it is addressed to the last address notified in text form by the member of the association.
(4) The general meeting can be held as a face-to-face meeting or as a virtual general meeting. For the face-to-face meeting, all participants of the general meeting meet at a common location. The virtual general meeting is held by dialling in all participants to a video or telephone conference. A combination of a face-to-face meeting and a virtual general meeting is possible by giving members the opportunity to participate in the face-to-face meeting by means of a video or telephone conference. The board decides on the form of the general meeting and communicates this in the invitation to the general meeting. If the Executive Committee invites members to a virtual general meeting, it shall inform the members of the dial-in data for the video or telephone conference by e-mail at least one hour before the start of the general meeting.
(5) The General Assembly, as the supreme decision-making body of the Association, shall be responsible for all tasks, unless certain tasks have been assigned to another body of the association in accordance with these Statutes. In particular, the annual accounts and the annual report shall be submitted to the general meeting in writing for approval and discharge of the executive committee. It shall appoint two auditors, who shall not be members of the Executive Board or of a body appointed by the Executive Board and who shall not be employees of the association, to audit the accounts, including the annual financial statements, and to report on the results to the General Assembly.
The general meeting shall also decide on
a) Exemptions from fees,
b) Duties of the Association,
c) Purchase, sale and encumbrance of real property,
d) Participation in companies,
e) taking out loans from EUR 5000,-.
f) Approval of all rules of procedure for the association,
g) Membership fees,
h) Amendments to the Statutes,
i) dissolution of the association.
(6) Any general meeting convened in accordance with the statutes shall be recognised as having a quorum irrespective of the number of members present. It shall elect a chairman from among its members. Ordinary members are entitled to speak, to propose motions and to vote. Extraordinary members are entitled to speak and to propose motions, but have no voting rights.
(7) The General Assembly shall pass its resolutions by a simple majority of the votes cast. In the event of a tie, a motion shall be deemed rejected.
(8) Amendments to the Statutes require a majority of two thirds of the members of the Association present and entitled to vote. Amendments to the Statutes may only be voted on in the General Assembly if this item was already mentioned in the invitation to the General Assembly, at least one fifth of the full members are present and both the previous and the proposed new text of the Statutes were enclosed with the invitation. If not enough ordinary members are present to amend the Statutes, the Executive Committee shall be entitled to convene a second meeting with the same agenda as regards the amendment of the Statutes, which meeting shall constitute a quorum irrespective of the number of ordinary members present. This must be pointed out in the corresponding invitation. Amendments to the Articles of Association required by supervisory or financial authorities or courts for formal reasons or in order to maintain the non-profit status may be made by the Executive Committee on its own initiative. These amendments to the Statutes must be communicated to all members of the Association in text form as soon as possible.
(9) Minutes shall be taken of the resolutions of the general meeting and shall be signed by the chairman of the meeting and the secretary. The minutes shall be available for inspection by the members.
§ 9 Scientific Advisory Board
(1) To support the association in scientific matters, a scientific advisory board may be elected, which may consist of one or more persons as required.
(2) The members of the Scientific Advisory Board are elected by the Executive Board for a period of two years. Re-election is possible.
(3) The members of the Scientific Advisory Board do not have to be members of the association.
(4) The activities of the Scientific Advisory Board are carried out on an honorary basis. The members of the Scientific Advisory Board shall not receive any remuneration or other benefits from the association’s funds.
§ 10 Limitation of liability
(1) Members of the organs or special representatives shall be liable to the Association for damage caused in the performance of their duties only in the case of intent or gross negligence. Sentence 1 shall also apply to liability towards the members of the association. If it is disputed whether a member of a body or a special representative has caused damage intentionally or through gross negligence, the association or the member of the association shall bear the burden of proof.
(2) If members of governing bodies or special representatives are obliged to compensate another person for damage caused by them in the performance of their duties in accordance with paragraph 1 sentence 1, they may demand that the association release them from the liability. sentence 1 shall not apply if the damage was caused intentionally or by gross negligence.
§ 11 Reimbursement of expenses
(1) Members – insofar as they have been commissioned by the Executive Committee – and members of the Executive Committee are entitled to reimbursement of expenses incurred in the course of their work for the Association. These include in particular travel expenses, additional subsistence expenses, postage and communication costs.
(2) Proof shall be provided by means of corresponding individual receipts and shall be claimed no later than six weeks after the end of the respective quarter.
(3) Insofar as tax lump sums and tax-free ceilings exist for the reimbursement of expenses, reimbursement shall only be made in this amount.
§ 12 Dissolution of the Association and Commitment of Assets
(1) A resolution to dissolve the association shall require a two-thirds majority of the voting members present at the General Assembly. The resolution may only be passed after timely announcement in the invitation to the general meeting.
(2) In the event of the dissolution or annulment of the association or in the event of the discontinuation of tax-privileged purposes, the assets of the Association shall fall to a legal entity under public law or another tax-privileged corporation for the purpose of promoting science and research.