Articles of Association

(1)

The name of the association is the World Council for Law Firms & Justice e.V. ("the WCLF").

(2)

The association has its registered office in Berlin and is entered in the register of associations having jurisdiction.

(3)

The financial year is the calendar year.

(4)

The association is a non-profit organisation. It does not pursue any commercial purpose of its own.

(5)

The day of entry (14.12.2010) will be designated “the Day of International Law” and celebrated as such annually.

(1)

The World Council for Law Firms & Justice e.V. (WCLF) serves exclusively and directly the charitable purpose of promoting the academic and professional training and further education. In doing so it promotes the international and interdisciplinary practice of the legal, notaries’, auditors’, tax advisors’ and patent professions. As an interdisciplinary network platform it contributes to the expansion of self-understanding for the further development of the law and to the creation and/or improvement of a just legal system.

It acts as a global law forum and acts independently of party affiliation.

(2)

The WCLF promotes academic exchange and the continuing legal training of the corresponding professional groups. It also serves as a contact exchange.

(3)

The objects are intended to be achieved by the performance of the following tasks:

a)

contributing to the formation of public opinion on the social environment influencing law,

cooperating with other institutions and organisations which concern themselves with the promotion and further development of the legal system and the continuing legal training of individual professionals,

b)

by holding its own events (e.g. conferences, congresses, seminars, meetings, forums, workshops, lectures, panel discussions etc.), which are realised through the entrepreneurial company WCLFortbildungs Academy which is to be formed.

developing topical and future-oriented newsletters on the structured and targeted transparency of the legal market for legal practitioners and those having recourse to the law as the case may be (Law Education),

c)

and developing global perspectives as a contribution to the internationalisation and harmonisation of law,

d)

promoting research and teaching, in particular conceptually promoting academic works which fall within the area of the abovementioned tasks of the WCLF.

(4)

The association avails, for the fulfilment of its tasks of members, of its organs and third parties.

(1)

The association promotes the public legal system and pursues exclusively and directly non-profit objects in the meaning of §§ 51 to 68 Tax Code as amended from time to time. The association acts altruistically and does not primarily pursue commercial objectives of its own.

(2)

The funds of the association may be used only in pursuit of the objects as stated in these articles. The members of the association do not receive any share in profits or, in their capacities as members, any other benefits out of funds of the association.

(3)

No person may benefit from disbursements foreign to the objects of the association or by disproportionately high remuneration.

(1)

The association consists of ordinary members, sponsorship members and correspondent members.

(2)

All natural persons and professionals who are prepared and in a position to cooperate in the achievement of the objects of the association may be ordinary members.

(3)

Honorary members are members or persons who have rendered outstanding services to the association. Honorary membership includes all rights and duties of ordinary membership and is exempted from the obligation to pay membership fees. Honorary members will be elected by the members’ meeting on the proposal of at least five ordinary members. The election requires a two-thirds majority.

(4)

All natural persons and legal persons prepared to promote the objects of the association by regular membership fees and donations may be sponsorship members. Organisations and legal persons must be represented by a nominated person.

(5)

Correspondent members may be natural or legal persons.

(6)

Membership of the association must be applied for in writing. The managing board decides on acceptance and the kind of membership within one month accordingly. A refusal need not be justified.

(7)

Membership lasts at least one year. It is extended in each case until the following 31 December unless terminated by three months notice expiring at the end of the calendar year.

(8)

Membership is extinguished by:

a)

the death of the member or the liquidation of the legal person,

b)

written cancellation of membership by three months notice expiring at the end of the calendar year.

c)

non-payment of the membership fee by the deadline set in the second reminder.

d)

expulsion which may be pronounced by the managing board for good cause. The expelled member is entitled, within a month after service of the expulsion decision, to file with the general secretary an objection on which a decision will be made by simple majority at the next members’ meeting.

(9)

Members who have left have no right to the refund of membership fees paid. There will be no financial hearing.

(10)

The managing board can, on the application of a member, suspend his/her/its membership for a period to be determined by the managing board. Thereafter normal membership recommences without separate application. Payment of membership fees is excused by the suspension. The members whose membership is suspended are not entitled to vote, either actively or passively.

§ 5 Rights and Duties of Members

The rights and duties of the members are determined in accordance with the law on civil associations:

(1)

Ordinary members have active and passive voting rights unless otherwise specified in these articles.

(2)

The ordinary members have a vote at the members’ meeting. Transfer of the voting right is admissible. It requires written authorisation which is valid in each case for only one members’ meeting. No one person may exercise more than two votes.

(3)

Each member has the right to participate in the formation of intent at the members’ meeting by exercising the right to speak and by proposing motions. Legal persons are represented by natural persons with representative authorisation in each case. Civil partnerships are represented by authorised representatives.

(4)

Each member has the right to participate in all activities of the specialist groups and in workshops.

(5)

The members should promote the objects of the association by personal involvement and/or appropriate activities and/or financial contributions.

(6)

The members are obliged to pay the membership fees punctually.

(1)

The funds necessary for the achievement and promotion of the objects of the association will be acquired by membership fees and donations. Membership fees will be fixed by the members’ meeting by majority. Resolutions on the amount of membership fees will apply for the following years also until they have been amended by a members’ meeting. The members’ meeting can fix different membership fees graduated in accordance with the legal form of members (natural or legal persons) or the financial circumstances (turnover). Membership fees are due at the beginning of the calendar year. New members who join up to 30 June must pay the full fee, those joining after 30 June half of the fee.

(2)

The managing board can, on the application of a member, decide that the membership fee be remitted or reduced.

(1)

The organs of the association are

a)

the members’ meeting,

and

b)

the managing board.

(1)

All members of the association belong to the members’ meeting. It is conducted by the general secretary or one of his/her deputies.

(2)

Every members’ meeting has a quorum if it has been called with four weeks notice by separate invitation stating the time, date and place and the provisional agenda. The date of the postmark satisfies compliance with the period of notice unless the invitation is sent by electronic communication. The invitation can, in order to comply with the notice period, also be published in the association’s publication.

(3)

A resolution proposing an amendment to the articles of association must be included with the invitation to the members’ meeting. Resolutions may be validly passed only on items on the agenda. Resolutions require a simple majority of the members present and entitled to vote. Amendments to the articles of association require a 2/3rds majority of the members present and entitled to vote unless they are taken purely virtually. The wording of these proposals is to be notified to the members in writing or electronically in advance. An amendment to the objects of the association requires the approval of a 4/5ths majority of the members present or entitled to vote virtually.

(4)

(5)

The ordinary members’ meeting is held once annually. The managing board can at any time if it is required in the interests of the association, call an extraordinary members’ meeting with two weeks notice. On the application of 2/5ths of the members, an extraordinary members’ meeting is to be called by the managing board stating the matter to be dealt with.

(6)

The following are particularly among the tasks of the members’ meeting:

a)

receipt of the management report of the managing board, the accountancy report and the draft budget for the coming financial year,

b)

discharge of the managing board,

c)

election of managing board members,

d)

resolutions on amendments to the articles of association, the voluntary liquidation of the association and the promotion of the objects of the association,

e)

election of two auditors,

f)

fixing the structure and amount of the membership fee.

(1)

The managing board of the association consists of the general secretary, the treasurer and at least two assessors. The managing board is, in accordance with § 26 Civil Code, formed by the general secretary and the treasurer. The general secretary and the treasurer are entitled to represent the association alone. The assessors are entitled to represent the association together with the general secretary or the treasurer. Further details are provided in the rules of procedure.

(2)

The managing board directs the day-to-day business of the association and represents it externally. It decides on all matters of the association which do not fall under the jurisdiction of expert groups or the members’ meeting. The managing board decides, in particular, on

-    the admission of ordinary members,

-    the admission of sponsorship members,

-    the expulsion of members,

-    the formation and dissolution of experts groups and workshops,

-    the formation of committees for special tasks

and

-    opinions or memoranda of the association.

(3)

The managing board gives itself:

a)

rules of procedure in which in particular acts are defined which require the approval of a majority of the managing board

b)

a work distribution plan.

(4)

The managing board can, for the purpose of fulfilling the tasks of the association and to coordinate its activity, establish expert groups and workshops and make rules for their organisation and activity. The managing board appoints the speaker of the expert groups and the leaders of the workshops. The speakers of the expert groups together form the expert council.

The academic counsellors form the board of advisories.

The regional heads form the board of directors.

(5)

If the managing board has established expert groups, it calls the expert group speakers to a meeting of the expert council twice annually, one such occasion being during the annual conference of the association with four weeks notice stating the agenda. Minutes are to be made of the meeting.

(6)

The organs of the association may perform their duties in return for a reasonable remuneration. If necessary, offices in the association can be performed for reward within the budgetary possibilities on the basis of a contract for services or in return for reimbursement of expenses in accordance with Sec. 3 No. 26a of the Income Tax Act. The decision on the performance of duties for reward is made by the managing board. The same applies to the terms and conditions of the contract.

    The expert council supports the managing board in a consultative function in particular in:

-    receipt and evaluation of activity reports of the expert groups and workshops,

-    the establishment and dissolution of expert groups,

-    the establishment and dissolution of workshops,

-    the nomination of honorary members of the association,

-    the announcement and award of any distinctions and prizes of ……

-    the organisation of the annual conference of the …………

(8)

The period of office of managing board members is four years. Re-election is admissible. If a managing board member leaves office before the expiry of the period for which he/she was elected, the managing board can distribute the duties between the remaining managing board members or resolve to supplement it by co-opting an additional member enjoying the passive voting right to be chosen by it for the remain period of office of the member who has left.

(1)

The managing board can form expert groups in the work of which all duly qualified members can participate. The expert groups are responsible for specialised work and organise their activities independently unless the articles of association or managing board resolutions provide otherwise.

(2)

Each expert group is represented by a speaker nominated by the managing board. The speakers of the expert groups together form the expert council.

(1)

The managing board can form workshops in the work of which all duly qualified members and guests can participate.

(2)

The formation of individual workshops by the managing board takes place in consultation with the expert council.

(3)

Each workshop will be represented by a leader who is responsible for the organisation of the workshop and is nominated by the managing board in consultation with the expert council.

(4)

Each workshop prepares an activity report for the half-yearly expert council meeting.

(1)

Votes and elections will be decided by a simple majority of the votes validly cast unless the articles of association provide otherwise.

(2)

A tie in voting is deemed to be a rejection.

(3)

If the candidates in an election have the same number of votes, a run-off vote will be held. If the votes are again equal, the decision is made by drawing lots.

(4)

The members’ meeting elects a director of elections for the election of the managing board.

(5)

Votes and elections are conducted publicly unless a member applies for a secret ballot.

The association can, for the management of the business and its ongoing administration, establish an office and appoint one or more managers or a suitable institution to direct it. The managing board will decide on the contractual conditions for this case. The management will be appointed by the managing board in the sense of the articles of association and conducts the business in accordance with the resolutions of the managing board. The managing board decides on the employment, termination and remuneration of the managers.

(1)

The liquidation of the association can be decided on only at an ordinary members’ meeting and only with a 4/5ths majority. Unless the members’ meeting resolves otherwise, the general secretary and the treasurer are to be appointed liquidators.

(2)

With the liquidation of the association or the loss of its tax-favoured objects the assets of the association shall pass to a legal person of public law or another tax-favoured entity for the purpose of the use in accordance with the articles of association for the promotion of education, science and research. A financial settlement will not take place. The members’ meeting will decide on the details, its resolutions being eligible for implementation only after the consent of the tax office.