Statutes of the CHINESE R&D
INNOVATION UNION IN GERMANY
中国(德国)研发创新联盟章程
§1 Overview
综述
(1). The name of the association is "Chinese R&D Innovation Union on Germany", in short "CFEID"(hereinafter also referred to as "Association").
联盟名称是中国(德国)研发创新联盟(一下简称联盟),简称创新联盟。德语名称:CHINESISCHE F&E INNOVATIONSUNION IN DEUTSCH-
LAND, 缩写:CFEID。
(2). The association is to be entered in the register of associations. After registration, it shall bear the suffix "e.V." to its name.
本联盟应该在协会注册处登记注册。注册完成后,本联盟名字后面增加“e.V.”。
(3). The association is based in Berlin, Germany.
本联盟注册地为德国柏林。
(4). The fiscal year is the calendar year.
本联盟的会计年度是历年。
(5). The association is a non-profit association and a voluntary federation of research organizations, companies, associations and individuals involved in
innovation and research in Germany.
本联盟是由在德国从事研发创新业务的研发机构、企业、协会及个人自愿组成并依法登记成立的非营利性社会组织。
(6). In compliance with the Basic Law and the legal regulations of the Federal Republic of Germany, the association promotes the non-profit cooperation
between Germany and China in the field of technological innovations. cooperation between Germany and China in the field of technological innova-
tions.
联盟遵守德意志联邦共和国宪法、法律、法规和国家政策,推动德国中国科技创新合作共赢。
§2 Vereinszweck und Tätigkeitsfelder
联盟的宗旨和领域
(1). The association pursues non-profit purposes. The purpose of the association is the promotion of the German-Chinese relationship, science and rese-
arch, joint innovation, technology transfer and non-profit cooperation. In order to promote the technical and scientific exchange between Chinese and
German-Chinese companies in Germany and to promote research cooperation between these companies and local enterprises and local German pa-
rtners, and thus to achieve the promotion of science and research, the "Chinese R&D Innovation Union in Germany" was founded. This statutory pur-
pose is to be achieved through the following activities:
联盟的宗旨是“德中联合、协同创新、科技转化、合作共赢”。为便于在德中资独资企业、中德合资企业之间开展技术交流活动、为促进这些机构与德国
本地伙伴之间的研发合作,决定成立“中国(德国)研发创新联盟”。本联盟以下列方式实现目的:
1. Conducting scientific events and organizing conferences. It is planned to hold at least one large working conference per year. annually.
举行大会,拟每年举行工作大会。
2. Implementation of seminars. It is planned to hold seminars on technological topics at irregular intervals.
举办研讨会,拟不定期举办主题技术研讨会.
3. Organization of technology-related visits and excursions.
组织技术参观考察。
4. Coordination and organization of application for and implementation of cooperation projects.
协调组织合作项目申请与实施。
5. Promote technical exchange and cooperation within and outside the association.
积极推动联盟内部、外部技术合作交流。
(2). The association is selflessly active; it does not primarily pursue its own economic purposes.
本联盟属于自发组织,同时不是以自我经济增长为目的。
(3). The Association's funds may only be used for the purposes set out in the Articles of Association. The members do not receive any benefits from the
association's funds.
本联盟资金只能用于法定目的。联盟成员不接受联盟资金援助。
(4). No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.
任何人不得因为联盟支出或不成比例高薪酬受惠。
§3 Membership
联盟的成员
(1). Membership in the Association is voluntary. Members must accept the statutes of the association.
联盟成员拥有自由参加和退出的权利。联盟成员必须承认并遵守联盟章程。
(2). Only Chinese companies registered in (1) Germany, (2) Sino-German joint ventures, (3) associations, (4) persons and (5) companies directly or indir-
ectly joint ventures, (3)associations, (4) individuals, and (5) companies with their registered office in Germany that are direct or indirect affiliated com-
panies of Chinese companies, with the status of an independent corporation, in particular companies with their own. Research Center, shall be. Other
companies registered in Germany and companies registered in China, research organizations, associations as well as persons engaged in Sino- Ger-
man cooperation in innovation and research can become contact members.
联盟正式成员必须为在德注册的(1)中资企业、(2)中德合资企业、(3)协会、(4)个人以及(5)由中国企业直接或者间接参股的德国公司,拥
有独立实体的地位,特别是拥有自己研究中心的公司。在德国注册的其他企业及在中国注册的从事中德研发创新合作相关工作的企业、研发机构、协会
和个人可以申请成为联系会员。
(3). Full members have the following, equal rights:
正式会员享有以下权利:
1. Participate in discussions and voting on important decisions regarding the development of the Association.
联盟决策投票权。
2. Active and passive right to vote in the elections of the association body.
选举权。
3. Application for a seat on the Board of Directors.
申请理事会职位权。
4. Proposals to amend the bylaws.
修改章程的提案权。
5. Proposals for the appointment of persons to the expert commission.
专家委员会的提名权。
6. Suggestions for holding general meetings to the Board and Secretariat.
建议召开会员大会。
7. Contribution of suggestions and criticism as well as monitoring of the association's work.
对联盟工作提出建议和批评。
8. Proposal of innovative project ideas.
提出创新项目。
9. Participate in Board-organized academic exchanges and technology trainings and share information.
参加理事会组织的学术交流和技术交流,共享信息。
10.Sharing of the association's preferential right in applications for projects of the Chinese Ministry of Science as well as of organizations of German
Chinese technology cooperation and other organizations.
项目优先申请权。
11. Voluntary joining and leaving the association.
自愿进出协会权。
12. Right of proposal for the admission of new members.
推荐新成员的权利。
13. Other rights established by the association.
其他由协会规定的权利。
(4). Contact members have the following rights:
联系会员享有以下权利:
1. Contribution of suggestions and criticism as well as monitoring of the association's work.
对联盟工作提出建议和批评。
2. Proposals for the appointment of persons to the expert commission.
专家委员会的提名权。
3. Proposal of innovative project idea.
提出创新项。
4. Participate in Board-organized academic exchanges and technology trainings and share information.
参加理事会组织的学术交流和技术交流,共享信息。
5. Sharing of the association's preferential right in applications for projects of the Chinese Ministry of Science as well as of organizations of German
Chinese technology cooperation and other organizations.
项目优先申请权。
6. Voluntary joining and leaving the association.
自愿进出协会权。
7. Right of proposal for the admission of new members.
推荐新成员的权利。
8. Other rights established by the association.
其他由协会规定的权利。
(5). Duties of all members:
所有会员的义务:
1. Respecting the association's statutes, implementing association resolutions, preserving the legitimate interests of the association.
尊重协会章程,执行协会决议,维护协会合法权益。
2. Active participation in and support of events of the association and the work of the working groups as well as involvement in the establishment of
the association.
积极参与并支持协会的活动,工作组的工作以及对协会发展的承诺。
3. Continuous development of an experimentation platform within the association that is used jointly by the members and possibly third parties.
协会内部不断开发实验平台,该平台可供会员和第三方共同使用。
4. Preserve intangible property rights and copyrights of the Association from infringement.
保护协会的知识产权和版权免受侵犯。
5. Preservation of technological secrets of the association.
保持协会的技术秘密。
6. Members are prohibited from conducting activities or events in the name of the Association without the written consent of the Association.
carry out.
未经协会书面许可,会员不得代表协会开展活动或活动。
7. Timely payment of membership dues.
及时缴纳会员费。
8. Observance of all the rules of the association.
遵守协会的所有规则。
(6). Admission and termination of membership
The board of directors decides on the admission of members upon written application. The resignation of a member takes place by written expla-
nation to the board of directors with a notice period of three months to the end of the business year.
联盟成员的接收由理事会审议书面申请决定。联盟成员的退出需要在日历年结束前三个月向理事会提交书面说明。
§4 Membership dues
联盟会费
(1). Annual dues are levied from the members. For the financing of special projects, contributions of up to twice the amount of the annual of the annual
membership fee.
联盟成员需缴纳年费。为特殊项目提供资金可以收取双倍的年费。
(2). The amount and due date of admission fees, annual dues and apportionments shall be determined by the General Meeting.
年费的数额和到期时间由联盟大会决定。
(3). The Board of Directors may, in appropriate cases, waive or defer fees, dues, and assessments in whole or in part.
在适当情况下,理事会可全部或部分免除或收取费用。
§5 Association organization
联盟的组织机构
The organs of the association are the general meeting, the board and the secretariat. In addition, an expert commission is established which serves
the association as an advisory body.
联盟的组织结构设置联盟大会、理事会、秘书处。专家委员会为联盟咨询机构。
§6 Composition, areas of responsibility and meetings of the General Meeting
会员大会的组成,职责和议事规则
(1). Composition of the General Assembly:
The general meeting is composed of all members of the association. The general meeting is the highest body of the highest body of the association.
联盟大会由全体联盟成员组成。联盟大会是联盟的最高权力机构。
(2). Terms of reference of the general meeting:
会员大会的职责:
1. Establishment and amendment of the Articles of Association
制定和修改章程
2. Participative definition of the development plan and the direction of work of the association.
参与制定联盟发展规划和工作方针
3. Approval of the budget prepared by the Secretariat for the next fiscal year; receipt of the annual report of the Board of Directors; Discharge of the
Board of Management
审议秘书处财务报告以及理事会的工作报告,选举理事会成员
4. Determination and modification of the membership fee rate
制定和修改会费标准
5. Decision on amendment and dissolution of the association
决定联盟的变更和终止
6. Election and dismissal of members of the Executive Board
选举和罢免理事会成员
7. Decision on the exclusion of members in appeal cases
在开除上诉中决定是否开除成员
8. Decision on other important issues of the association, as far as they arise from the statutes or according to the law
就协会的其他议题做出决定
9. Review and approval of the annual budget and the year-end report
审查并批准年度预算和年度报告
(3). Rules of the meeting of the General Assembly:
1. The general meeting makes decisions by assemblies. Each ordinary member has one vote in the general meeting.
联盟大会以会议投票作为决策方式。各联盟正式成员享有一票选举权。
2. Two types of general meeting are distinguished, the annual general meeting and the unscheduled general meeting. Both are convened by the chair-
man of the board or the secretariat on the instructions of the chairman of the board with a notice period of two weeks in writing or by electronic mail,
stating the agenda. The period shall commence on the working day following the dispatch of the invitation. day following the dispatch of the letter of
invitation. The letter of invitation shall be deemed to have been received by the member if it is sent in writing or by electronic mail to the last address
the last address given by the member to the Association in writing or by electronic mail. The agenda is set by the Board of Directors.
联盟大会会议分为联盟大会年会和联盟大会临时会议两种形式,由理事长或秘书长召集。会议应提前两个星期以书面或电子邮件形式发出邀请,若联
盟成员以邮件或电子邮件形式发送回执,则视为已收到邀请函。会议日程由理事会决定。
3. The Annual General Meeting is held once a year. During the non-meeting period, due to important events, an unscheduled meeting may be conven-
ed upon the proposal of at least one third of the members or of the Board of Directors. An extraordinary General Meeting shall be convened by the
Board of Directors in particular if the interests of the Association so require.
联盟大会每年召开一次。在联盟大会闭会期间,如遇重大或紧急情况,经三份之一以上联盟成员或者理事会提议,可召开联盟大会临时会议。
4. The general meeting requires the participation of a simple majority of the members; only then is it quorate. In the event of a lack of quorum, the bo-
ard is obliged to convene a second general meeting with the same agenda within two weeks; this meeting shall constitute a quorum regardless of
the number of members present. This must be pointed out in the invitation.
联盟大会需要半数以上成员参加。 若在两周之内,召开第二次同样议题的会议,参会人数不受半数以上限制。 该点应在会议邀请信里注明。
5. The General Meeting shall be chaired by the Chairman or, if he is unable to do so, by the Vice-Chairman. If no member of the Board of Directors is
present, the meeting shall appoint the chairman of the meeting.
会员大会由联盟主席主持,如果不能,则由副主席主持。 如果没有理事会成员,则由会议确定主席。
6. Decisions of the General Meeting require at least a two-thirds majority of the valid votes cast;
Abstentions are considered invalid votes; a tie vote means rejection. The manner of voting shall be determined by the chairman of the meeting. Vot-
ing must be conducted in writing if one third of the members present and entitled to vote request this.
会议表决有三分之二以上参会成员通过即可通过。投票类型由会议主席决定。若超过三分之一的有表决权成员要求,投票必须以书面形式。
7. Each member may request an addition to the agenda from the Executive Board in writing or by electronic mail no later than one week before a Gen-
eral Meeting. The chairman of the meeting shall announce the addition at the beginning of the general meeting.
成员单位最迟可以在股东大会召开前一周以书面形式向理事会申请补充议程。会议主席必须在联盟大会开始时公布补充议程。
8. The Assembly decides on requests for additions to the agenda made at General Assemblies.
大会决定具体在会议上讨论的补充条款。
9. In elections, the candidate who has received more than half of the valid votes cast shall be elected. If no one has received more than half of the va-
lid votes cast, a run-off election shall be held between the two candidates who have received the most votes. The candidate who received the most
votes shall then be elected. In the event of an equal number of votes, the decision shall be made by drawing lots by the chairman of the meeting.
在选举中超过半数有效票数的被选举人当选。 如果没有人收到有效票数的一半以上,则得票最多的两位候选人将再进行决定性投票。 得票最多的人
当选。如果票数相等,则会议主席将抽签决定。
10. Minutes shall be taken of general meetings and resolutions of the general meeting, and shall be signed by the respective minute taker. signed by
the respective keeper of the minutes. A keeper of the minutes is to be elected at the beginning of the general meeting.
大会讨论内容需要记录在会议纪要里。会议纪要由会议记录员负责编写。会议记录员需要在大会开始选举产生。
§7 Composition, responsibilities and meetings of Board of Directors
理事会的组成,职责和议事规则
(1). Composition of the Board of Directors:
理事会的组成:
1. The Board of the Association shall consist of the Chairperson and at least two Vice-Chairpersons. One of the two vice-chairmen shall also be the
treasurer. The chairman of the board is authorized to represent the association alone in external relations. The vice-chairman and the treasurer can
only represent the association jointly.
理事会舍理事长一名,至少两名副理事长。副理事长之一应该为司库。理事长可以独立代表联盟。在理事长授权前提下,副理事长或司库共同一起代
表联盟。
2. The board of directors is elected by the general meeting. Re-election is possible. The term of office of the first elected board is three years, thereaf-
ter two years. The board remains in office until a new board is elected.
理事会由大会选举产生。 可以重复选举。 第一届当选理事会的任期是三年,之后每届是两年。 理事会继续任职,直到重新举行选举。
3. The office of a member of the Executive Board shall end upon expiry of his term of office or by resignation. If a member of the Executive Board re-
signs before the end of his term of office, the General Meeting shall elect a substitute member for the remainder of the term of office of the resigning
member.
理事会成员任职期满或辞职后被认为离开联盟。若理事会成员提前离开联盟,理事会需要选举替代人员继续任职直至期满。
4. If necessary, the Executive Board may form several working groups subordinate to it.
理事会可以组成几个下属工作组。
5. Members of the Board of Management who are legal entities shall be represented by their legal representatives or - to the extent permitted by law -
by a person authorized by them.
作为法人实体的理事会成员,由法定代理人或在法律允许范围内由其授权人员代表。
(2). Responsibilities of the Board of Directors:
理事会的职责:
The Board of Directors is responsible for all matters of the Association, unless they are assigned by. The Board of Directors is responsible for all matt-
ers of the Association, unless they are assigned to another body of the Association by law or by these Articles of Association. In particular, it has the
following tasks:
理事会负责联盟的所有业务,除去已经转移到联盟的另一个机构。理事会具有以下职责:
1. Creation and issuance of internal behavioral guidelines and business procedures
审议和审定联盟内部管理制度
2. Preparation of plans for the further development of the association
制定联盟的发展计划
3. Preparation and holding of the Annual General Meeting and the General Meetings as well as setting of the agenda
筹备和举行年度股东大会,股东大会以及起草议程
4. Presentation of the work report and the financial report at the Annual General Meeting
在年度会员大会上进行财务报告和工作报告
5. Execution of the decisions of the General Assembly
执行会员大会的决议
6. Granting and cancellation of memberships
授予和撤销会员资格
(3). Board of Directors Meeting Schedule:
理事会议事规则:
1. The Board of Directors shall adopt resolutions at meetings convened by the Chairman or, in his absence, by the Vice-Chairman; the agenda need
not be announced. The notice period for convening meetings is 10 days. The period shall commence on the working day following the date of dis-
patch. In the case of important events, a board meeting may be convened by a simple majority of the board members.
理事会会议作为其决策方式。理事会会议由理事长召集,主持理事会会议。若理事长不在,副理事长可以召集并主持会议。如遇重大或紧急情况,经
半数以上理事会成员同意,可召开理事会会议。会议组织应提前10天。
2. The Board of Management makes its decisions through the Board of Management meeting. This is convened and chaired by the Chairman of the
Board. The Board of Management is only capable of making decisions if more than half of the members of the Board of Management participate.
The Board makes its decisions by a two-thirds majority. The Board of Management may pass resolutions by written procedure and/or by telephone
and/or using electronic media if all members of the Board of Management agree.
理事会会议需要半数以上理事会成员参加,其表决有三分之二以上参会成员通过方能生效。
§8 Compositing and responsibility of the secretariat
秘书处的组成、职责
(1). The secretariat is responsible for the coordination and administration of everyday work and projects. The secretariat is appointed by the appointed.
The term of office of the first secretariat is 3 years, thereafter 2 years. The secretariat consists of a secretary general, who heads and manages the
secretariat. Secretariat, and two Deputy Secretaries General.
秘书处是联盟的常设执行机构,直接接受理事长领导,具体负责联盟日常事务和项目的协调、管理工作。秘书处由理事会委任。第一任秘书处的任期
3 年,之后为2 年。建议秘书处设秘书长一名、副秘书长若干,施行秘书长负责制。
(2). The Board may call upon members of the Secretariat to attend its meetings, but the Secretariat shall have no voting power in the Board meetings.
理事会可以邀请秘书处参加理事会会议,但秘书处没有投票权。
(3). The Executive Board may issue rules of procedure for the Secretariat.
理事会可以指定秘书处议事规则。
(4). The Secretariat has the following responsibilities:
秘书处具有以下职责:
1. Supporting the board of directors in organizing and preparing the general meetings and the board meetings
协助筹备会员大会和理事会会议
2. Supporting the board of directors in the execution of the decisions of the general meeting and the board of directors
支持理事会执行理事会会议和会员大会中的决议
3. Preparation of the annual work plan of the association
起草联盟的年度工作计划
4. Financial management and preparation of the annual budget, the budget plan as well as the year-end report
负责联盟的财务管理,起草年度财务预算、决算报告
5. Processing of applications for admission and notices of departure
负责联盟成员加入和退出的申请受理
6. Organization of applications from members of the association for technology projects with approval by the expert commission and the board of
directors
经专家委员会和理事会批准,负责组织联盟成员申请有关科技项目
7. Press and public relations work and planning of internal association events
负责媒体宣传、联盟内部活动策划、对外合作等工作
8. Carrying out other tasks initiated by the general meeting or the board of directors
支持会员大会和理事会的工作
§9 Composition, terms of Reference and rules of procedure of the
Expert Commission
专家委员会的组成、职责和议事规则
(1). Composition of the expert commission:
The Expert Committee is selected and appointed by the Board of Directors. The number of members is determined by the board. The Expert Comm-
ission advises the Association and is preferably composed of internationally recognized experts. The appointed experts remain members of the Exp-
ert Commission until they are recalled by the Board or until they inform the Board that they are no longer available as an expert for the Commission.
专家委员会由理事会遴选和聘任,是联盟的咨询机构。有行业内国际知名专家组成。任命的专家将一直是专家委员会的成员,直到被理事会解雇或通知
理事会不再有该委员会的专家身份为止。
(2). Terms of reference of the expert commission:
1. Designation of technology pathways and strategic programs.
提出专业领域技术路线和战略规划
2. Ensure the technical quality of project proposals through discussions, expert opinions, reviews, and assessments
负责联盟项目申报的论证、评审、监督、验收、鉴定等工作的技术把关
3. Advice, recommendations and proposals to the Board of Directors
向理事会决策提供咨询,建议和意见
(3). Meeting schedule of the expert commission:
专家委员会议事规则:
The Expert Commission may hold meetings at irregular intervals, each of which must be attended by at least two-thirds of the members of the Comm-
ission. The meetings of the Expert Commission shall be held at the request of the Executive Board or the Secretariat. Decisions shall be taken by a
two-thirds majority of those present. If agreement is reached, a recommendation for action may be submitted to the Board.
专家委员会会议可以不定期召开,须有三分之二及以上委员出席,表决人数超过与会成员的三分之二方可通过,行成共识向理事会提出建议。
§10 Asset management and principles of use
资产管理和使用原则
(1). The association is a non-profit organization.
联盟是非营利性机构。
(2). Use of the association's income: The use of the association's income essentially includes: all expenditures for the association's work, the organization
of events and other necessary and reasonable expenses.
联盟经费的主要用途联盟经费的主要用途包括:联盟各项公用办公经费,联盟组织的活动经费,其他所需要的正当开支。
(3). Management of the association's finances:
1. The income of the Association shall be deposited in a separate account by the Board of Directors or by a permanent institution of the Association on
behalf of the Board of Directors, and shall be managed. The funds are subject to constant control by the Board of Directors and a financial audit ap-
proved by the members.
2. The income and expenses of the Association are subject to an independent budgeting and accounting system. Care must be taken to ensure that
the accounting is legal, accurate, correct and comprehensive in all respects and strictly adheres to all financial accounting regulations and laws.
联盟经费和财务管理:
联盟经费由理事会委托理事长单位或联盟常设机构依托单位设立独立账目进行管理。经费来源属于政府财政资助的,将明确执行国家有关经费管理监
督规定。接受理事会的监督和联盟成员共同认可的第三方的审计。
联盟经费专款专用,实行独立的财务预决算制度,保证会计体系合法、真实、准确、完整,严格执行国家规定的财务管理制度。
§11 Amendment of the Articles of Association
章程的修改
(1). All amendments to the Statutes shall be prepared by the Board and shall be subject to approval by the General Assembly.
对联盟章程的修改,须经理事会表决通过后,报联盟大会会议审议通过。
(2). After the resolution to amend the Articles of Association has been passed by the General Meeting, the amendment to the Articles of Association shall
be promptly reported to the Register of Associations by the Executive Board.
本联盟修改的章程,须在联盟大会通过,报社团登记管理机关核准后生效。
§12 Dissolution procedure and possession management
终止程序及财产处理
(1). The dissolution of the association can only be decided in a general meeting with a majority of two thirds of the valid votes cast.
联盟的终止,解散或分立,合并等决定,有秘书处提出,经联盟大会表决且三分之二同意方能通过。
(2). Unless the General Meeting decides otherwise, the Chairperson and the Vice-Chairpersons shall be jointly authorized authorized liquidators.
除非联盟大会有特殊决议,否则由联盟主席和副主席担任资产清算人。
(3). Before the dissolution of the Association, the final accounting is carried out by the Board of Directors. During the execution of the final settlement no
further activities will be carried out.
联盟解散之前,最后的清算将由理事会执行。 在执行最后清算期间,联盟不会进行进一步的活动。
(4). In the event of the dissolution of the Association or the discontinuation of tax-privileged purposes, the assets shall be transferred to a legal entity un-
der public law or another tax-privileged corporation for the purpose of promoting science and research.
如果协会解散或废除税收优惠目的,资产将被转移到公法或其他税务特权实体的法人实体,以促进科学研究。
Berlin, den 07.12.2020
Die Richtigkeit und Vollständigkeit der Satzung gemäß § 71 Abs. 1 S. 4 BGB wird versich