§ 1. Name & Domicile
(1) The Society bears the name FÖRDERVEREIN-ZEPPELIN-TOURISMUS e.V. It is a duly registered and legally-established society with its domicile in Friedrichshafen.
(2) The Society may
establish branches in other European countries.
§ 2. Purpose of the Society
(1) The purpose of the Society is the advancement of tourism by Zeppelin. This encompasses all activities suitable to initiate and activate an attractive, ecologically sound, cultural and historically-based tourism.
(2) The purpose of the
Society should be realised, above all, by the following activities:
1. In pursuit of its objectives, the Society will acquire a Zeppelin (New Technology), built by the Zeppelin Luftschifftechnik GmbH, Friedrichshafen which is developing an airship based on the ingenious principles of Graf von Zeppelin and improved by means of new technology.
2. In the fullness of time, it will be decided in which manner the acquired airship will be operated so as to achieve the objectives of the Society. (i.e., by means of an operating or charter company.
(3) The assets of the Society may be used only in pursuit of the objectives laid down in this statute. No person shall benefit either by means of payments which are contrary to the aims of the Society, or by receiving excessively high reimbursements.
(4) The Society shall pursue its objectives through its own activities or through the suggestions of, and cooperation with other institutions or individuals.
(5) Income will be
derived from members' subscriptions, gifts, transfers, credits and other
receipts which serve the objectives of the Society.
§ 3. Membership
(1) The Society has:
1. Ordinary members
2. Honorary members
(2) Ordinary members can be individuals or legal entities, commercial companies, societies or special interest groups.
(3) Members have a responsibility to advance the objectives of the Society to the best of their abilities and to pay their subscriptions promptly.
(4) With membership, ordinary members acquire the right to participate in Zeppelin flights before the introduction of of regular passenger flights. The prioritisation of those on the waiting list will follow the sequence of membership numbers. No legal claims can arise out of participation in these flights - especially when legal confirmation of this privilege is not forthcoming. The rights of members are transferable only to other members.
(5) Honorary members,
who may be elected at the General meeting on the recommendation of the Board,
will be people who have given special service either to Zeppelin Flight or to
§ 4. Acquisition & Termination of Ordinary Membership
(1) Acceptance of membership applications is a matter for the Board. An application for membership can be rejected without reasons being given.
1. with the death of the member.
2. with a written resignation being given to the Board prior to 30th September in any year. It will become effective at the year-end.
3. with being expelled from the Society
(3) A member who has behaved in a significant way against the interests of the Society, may be expelled from the Society by a resolution of the Board. The expulsion must be recorded in writing and sent to the member by registered post, for which a receipt is required. A written appeal may be lodged with the Board within a period of one month. The appeal will be decided at the General Meeting.
(4) Upon the withdrawal
of a member, there can be no claim upon the assets of the Society.
§ 5. Institutions of the Society
(1) The institutions of
the Society are,
1. The Board
2. The Committee of Trustees
3. The General Meeting
§ 6. The Board
(1) The Board, to which only ordinary members or their appointed representatives may belong, consists of the 1st Chairman and the 2nd Chairman: the Board may have three additional members.
(2) The Society is legally and ordinarily represented by the 1st and 2nd Chairmen: each is individually authorised to act as representative of the Society.
(3) In respect of
internal working relationships, it is decreed that;
1. The 2nd Chairman is authorised to represent the Society only when the 1st Chairman is prevented from so doing.
2. The three additional board members are authorised to represent the Society only when both the 1st and 2nd Chairmen are prevented from so doing.
(4) The Board will be elected for a period of three years by the General Meeting. After expiry of its period of office, it will continue to direct business until the election of the next Board. Should a member of the Board leave during his period of office, the Board will elect a substitute member for the remainder of the period of office of the departed member.
(5) The Board, as well
as directing the on-going business of the Society, has - notably - the
1. Preparing and carrying out resolutions of the General Meeting.
2. Drawing up the Business Plan.
3. Management of the Society's assets, including the submission of accounts.
§ 7. The Committee of Trustees
(1) The General Meeting will elect members of the Committee of Trustees for a period of three years. The Committee of Trustees will consist of personalities and institutions which can contribute significantly to the advancement of Zeppelin tourism.
(2) The Committee of Trustees has an advisory function and can be assigned specific tasks by the Board.
(3) The Committee of
Trustees will be assembled by the Board at least twice a year and must be
assembled when at least one-third of the members of the Committee of Trustees
§ 8. The General Meeting
(1) The General Meeting will take place once annually, if possible during the first quarter of the year. The General Meeting is to be called by the Board giving four weeks notice. At this time, the Board is to communicate a fixed agenda for the meeting.
(2) The General Meeting can take decisions when the procedure for inviting members has been duly followed. The Meeting will be led by the 1st Chairman or, in his absence, by the 2nd Chairman. If the latter is also prevented from attending, the General meeting will elect a leader from their midst.
(3) The General Meeting
will have the following major responsibilities;
1. The election of the Board, including additional members of the Board, the Committee of Trustees and the Auditor.
2. Receiving the Annual and Financial Reports of the Board, the Auditor's Report and for relieving the Board members of any personal liability.
3. Approving the Business Plan for the coming year.
4. Establishing the level of members' subscriptions.
5. Participation in other business and election of representatives or delegates.
6. Nomination of honorary members.
7. Considering resolutions relating to amendments to the Statute or dissolution of the Society.
8. Resolution of an appeal by a member against his expulsion from the Society by the Board.
(4) The Board is obliged
to call a General Meeting, giving four weeks notice, if the interests of the
Society so demand or if at least 40% of the members call for such a meeting in
written form, specifying the purpose and grounds therefore.
§ 9. Managing Director
(1) The Board may appoint a salaried Managing Director.
(2) The activities of
the Managing Director will be governed by regulations issued by the Board.
§10. Members' Subscriptions
(1) Members' subscriptions (including Value-Added Tax), are paid annually in advance from 1st May each year. The level of subscriptions will be determined by the General Meeting.
(2) All subscriptions,
income and assets of the Society will be used exclusively to achieve the
objectives of the Society. The Board and the Committee of Trustees undertake
their activities in an honorary capacity, although expenses (travel expenses)
may be refunded.
§ 11. The Business Year & Auditing of the Accounts
(1) The business year of the Society is the calendar year.
submission of accounts and the cash position of the Society shall be submitted
at least annually to the General Meeting and be approved by the auditor.
(1) The Institutions of the Society pass resolutions by means of a simple majority of votes cast. In the event of the votes being tied, the resolution is considered to have been rejected.
(2) For amendments to the Statute, a vote in favour of at least two-thirds of the votes cast is required.
(3) Members may transfer their voting rights by doing so in writing, although the holding of more than two votes in one hand is not permitted.
(4) The General Meeting
is deemed to possess a quorum when 10% of the members are present. Should
insufficient members be present at the appointed time, the General meeting will
take place 30 minutes later, with the same agenda. The meeting is then deemed
to possess a quorum, irrespective of the number of members present.
§ 13. Recording of Resolutions and Minutes
(1) Resolutions made at
the General Meeting, Board Meetings or Meetings of the Committee of Trustees
will be recorded in writing and will be signed by the leader of the meeting.
§14. Dissolution of the Society & Disposal of the Society's Assets
(1) To dissolve the Society, at least three-quarters of the votes of members present are necessary.
(2) A resolution to dissolve the Society can only be taken at a General Meeting, which has been called, using a registered letter in which the resolution to dissolve the Society is given and giving the aforementioned period of notice.
(3) On dissolution of the Society, assets of the Society will pass to the tourist institutions which are members of the Society. The assets will be divided proportionately to the subscriptions made and may be used by the recipients solely for the advancement of tourism.
Konstanz, 02. June 1994 - The Board