Table of Contents
1 – Name, Location and Purpose of the Society
The Society for Medicinal Plant Research has its headquarters in Bad Camberg, Germany, and, as a non-profit organization, conducts numerous activities in compliance with Section “Steuerbegünstigte Zwecke” (“Tax Exemption”) of the German “Abgabenverordnung”.
The purpose of the Society is the advancement of research and science in the field of medicinal plants.
Specifically, this purpose is achieved by
- the organization of scientific meetings,
- the financial support of research work,
- support of the scientific journal “Planta Medica: Natural Products and Medicinal Plant Research”,
- cooperation with and founding of associations and bodies with similar goals,
- the scientific counselling of public institutions, and
- other measures serving the purposes of the Society.
The Society for Medicinal Plant Research is international in scope.
§ 2 – Non-profit Organization
The Society is not a commercial organization; it does not seek to earn a financial profit from its various activities.
§ 3 – Resources of the Society
The resources of the Society shall be used only for the purposes of the Society as established in the Bylaws. No resources of the Society are to be donated to members. Also, the Society may use its funds to financially or in other ways support other charitable bodies, organisations and foundations provided that these entities have a charitable status [based on German laws] and that they support activities according to § 1. Specifically it may use its funds to establish a charitable foundation known under the name of ‘’Plants for Health’’.
GA as founder of the non-profit foundation “Plants for Health” is jointly responsible for the financial support of the foundation. Surplus that is generated by a commercial operation (e.g. during the yearly congresses) of the GA can be paid over to the foundation for statutory use or can be added to the assets of the foundation to preserve the non-profit character of the GA. The amount of the donation to the foundation and the dedicated use will be decided each year by the Board of Directors during the Board of directors meeting.
§ 4 – Stipends and Reimbursements
No person may receive funds for purposes not consistent with the purpose of the Society nor may they be granted any funds in unreasonable amounts.
§ 5 – Dissolution of the Society
Upon dissolution or termination of the Society or upon completion of its purpose, any remaining funds and assets shall be conveyed to a legally authorized organization which has been recognized by the competent financial authorities as being of public benefit (Körperschaft des Öffentlichen Rechts) or to another such tax-exempt body, subject to the proviso that the assets are to be used to support science in the field of medicinal plant research. Such an organization shall be selected by the Members’ Meeting prior to the dissolution of the Society.
In order to effect dissolution of the Society, the written agreement of two-thirds of the Society’s members is required.
§ 6 – Membership
(1) The Society is composed of regular members, supporting members, and honorary members.
(2) Regular members shall consist of all individuals interested in the aims of the Society.
(3) Supporting members shall consist of all legal entities and associations desiring to promote the aims and interests of the Society.
(4) Honorary members shall consist of individuals who have rendered special service either to medicinal plant research or to the Society. Their nomination follows proposal by at least five members and approval by a two-thirds majority of the Board of Directors of the Society. A document shall be issued, signed by the President, certifying the appointment as an Honorary Member.
§ 7 – Membership Fees
(1) Regular members and supporting members are required to pay an annual membership fee; honorary members are exempt from the obligation to pay this fee.
(2) The amount of the fee is determined by the Members’ Meeting, following a recommendation of the Board of Directors. Members are obligated to pay a full year’s dues even if their membership has existed for only a portion of that year. The Executive Council, upon receipt on an application, may grant fee reduction or exemption in justified cases.
(3) The annual membership fee becomes due following receipt of a bill from the Society.
(4) The Society’s membership year shall coincide with the calendar year. Membership fees for the entire year are due on January 1 or upon notification of acceptance into membership.
§ 8 – Initiation and Termination of Membership
(1) The initiation of membership either as a regular or supporting member requires a written application to the Executive Council.
The acceptance of a new member is effected by appropriate action of the President and the Secretary acting for the Executive Council. The Secretary informs the applicant in writing concerning acceptance or non-acceptance.
(2) Any member is entitled to give notice of the termination of his/her membership in the Society via a written declaration addressed to the Executive Council. Such termination of membership becomes effective immediately. There is no refund of membership fees.
(3) The exclusion of a member may be ordered by the Board of Director
- if the member still owes his/her annual membership fee six weeks after the sending of a second reminder,
- if the member has acted in a manner causing appreciable harm to the Society’s public reputation.
If a member owes his/her annual membership fee for 2 or more years he/she is excluded automatically.
(4) The exclusion becomes valid as soon as a written declaration issued by the Executive Council has been received. The excluded member is entitled, following a request to the Board of Directors, to present an appeal at the next regular Members’ Meeting. This matter shall be included as a regular item of business on the agenda of the Meeting. The exclusion is regarded as invalid if the Members’ Meeting does not confirm it by majority vote conducted by secret ballot.
§ 9 – Organization of the Society
(1) The Society shall consist of the following organizational units:
- the Members’ Meeting,
- the Executive Council,
- the Advisory Board, and
- the Board of Directors.
(2) All regular, supporting, and honorary members shall be eligible to participate in the Members’ Meeting. Each member present has one vote. The representation of an absent member is not permitted.
(3) The Executive Council consists of five members as follows:
- the President,
- two representatives of the President (Vice-Presidents),
- the financial officer (Treasurer), and
- the keeper of the records (Secretary).
The President, his two representatives, the Secretary, and the Treasurer shall be entered into the Public Register of Societies, each possessing the sole power of representation. The President or one of his representatives or the Secretary, as well as the Treasurer, must be residents of the Federal Republic of Germany.
(4) The Board of Directors consists of the Executive Council and the Advisory Board. The number of members of the Advisory Board is not fixed. The election of additional members to the Advisory Board may be conducted in order to represent adequately the regional as well as any other essential interests of the members.
(5) The members of the Executive Council and the Advisory Board are each elected by the Members’ Meeting for a period of two complete calendar years. Re-election is permissible. The period of office starts with the first day of the calendar year following the election.
(6) In addition, corresponding members may be elected to the Board of Directors as consultants.
§ 10 – Management
(1) Regular business of the Society is conducted by the Executive Council. The President, or, if he is incapacitated, one of his representatives, serves as chairman. Three members of the Executive Council shall constiute a quorum, and decisions shall be made by a simple majority of those voting. In the event of a tie, the President casts the deciding ballot. If all members of the Executive Council agree to such a procedure, decisions may also be made by mail ballot.
(2) The President shall convene the Board of Directors at least once annually. Notification of Board members shall take place at least two weeks prior to the scheduled meeting. A quorum shall consist of 50 % of the members, and decisions are made by a simple majority vote. In the event of a tie, the President shall cast the deciding ballot. In special cases, the President may conduct business of the Board of Directors by mail ballot. Such a ballot will be considered valid if participated in by all members of the Executive Council and at least one-half the members of the Advisory Board.The following items of business are reserved for decision by the Board of Directors:
- determination of location, date and duration of scientific meetings and
- resolutions concerning the granting of financial support to scientific work and arranging details involved in such support
In addition to the above, the Board of Directors debates and decides upon agenda items presented to it by the Executive Council.
(3) Minutes shall be kept on all decisions of the Executive Council and Board of Directors and shall be signed by the person recording them.
§ 11 – Members’ Meeting
(1) A regular Members’ Meeting shall be convened annually by the President. It shall be combined with a scientific meeting of the Society.
(2) Upon decision of the Board of Directors, additional extraordinary Members’ Meetings may be convened.
(3) An extraordinary Members’ Meeting shall be convened upon written request of 10 % of the members. The request shall include details on the purpose(s) and reason(s) for such a meeting.
(4) The invitation to such a meeting shall be issued in writing to all members by the Executive Council at least four weeks prior to the selected date. A preliminary agenda shall accompany each invitation.
(5) At the Members’ Meeting, each regular, supporting, or honorary member has one vote. The Members’ Meeting makes a decision by simple majority of the votes cast, with the exception of changes to the Bylaws, for which a majority of two-thirds is required. Absent members may not be represented by proxy during the casting of ballots.
(6) The Members’ Meeting shall hear the yearly Treasurer’s Report, which has previously been audited by two members authorized by the membership.
(7) The decisions of the Members’ Meeting shall be recorded and the minutes signed by the President or his representative and the Secretary.
§ 12 – Final Terms
(1) These Bylaws become valid on the day after recording at the official Public Register of Societies (Vereinsregister).
(2) Should any of the conditions stipulated in these Bylaws give rise to objections by the Court of Registrations, the Executive Council shall be authorized to make any necessary change(s), provided such change(s) are of a technical and not of a substantive nature. Substantive changes require subsequent confirmation by the Members’ Meeting.