I. Name, Seat and Purpose of the Society

§ 1 Name and Seat

1. The society bears the name
   Weiterbildungszentrum Brennstoffzelle Ulm (Fuel cell education and training center Ulm )
2. The seat of the society is located in Ulm
3. The society is registered at the “Vereinsregister Ulm” under number VR 1791.

§ 2 Purpose of the Society

1. The purpose of the society is the promotion of vocational training, science, and research, especially, the dissemination of scientific discoveries about the application of fuel cell technology. This purpose will be realized in particular by
• Focussing and caring for activities in the field of fuel cell technology demonstration and application, as well as the provision of basic and advanced training.
• Extra company training in the field of fuel cell technology, also by training of trainers.
• Promotion of the dialog between research, development and application oriented activities.
• Coordination, and support of fuel cell applications.
• Organization of conferences, seminars and other information events.
• Development and dissemination of teaching concepts.
• Documentation and dissemination of demonstration results.
• Public relations.
• Carrying out of accompanying measures during practical introduction of fuel cell technology.
2. The society is directly and exclusively pursuing not for profit actions according to the chapter “tax privileged purposes” of the German fiscal code (Abgabenordnung, AO)”. The societies actions are unselfish and do not primarily pursue commercial activities in its own interest. The results of research work supported by the society must be made accessible to the public e.g. by publication in the appropriate journals.
3. Donation of funds to other not for profit organizations or public institutions is permissible in case these funds are used for purposes which are “tax privileged” as well. Fulfilment of the societies purpose by funding must not be predominant.
4. The society can found other enterprises as long as the legal status as a “not for profit” organization is not jeopardized.

II. Membership

§ 3 Becoming a Member

1. All legal entities under public or private law, societies not having legal capacity, and business partnerships can become a member. In individual cases, natural persons can be accepted as a member as well.
2. The management committee will decide on written applications at its discretion.
3. The general assembly of the society can appoint honorary members among members or other persons who rendered outstanding services to the society or the societies purpose.
4. The number of members is not limited.

§ 4 Membership Fees

1. The members are charged membership fees. Amount and due date of the membership fees are decided by the societies general assembly.
2. The membership fees of honorary members are waived.

§ 5 Termination of Membership

1. Withdrawal from membership is possible at the end of a business year by a written declaration only which has to be submitted to a member of the managing committee a minimum of three month in advance.
   Furthermore, membership will expire
   - upon death of the member and in the case of corporations or partnerships by liquidation
   - by expulsion from the society.
2. In case a member is seriously violating the interest of the society can be expelled by decision of the management committee. Before expulsion, the management committee needs to consult with the member concerned either personally or in writing. The decision for expulsion requires a written explanation from the management committee which has to be delivered to the member by registered mail. The member can appeal against this decision within one month after delivery of the expulsion note. The final decision on the appeal is made by the general assembly. In case the member doesn’t exercise its right for appeal, it is subdue to the decision of expulsion.

III. Organs of the Society

§ 6 Organs

• The general assembly
• The management committee
• The supervisory board

§ 7 General Assembly

The general assembly is solely responsible for:

• The appointment of the managing committee (section 10, paragraph 1 of these statutes)
• Decision on the number of supervisory board members and appointment of the supervisory board
• Approval of the budget and the annual accounts
• Relief of the managing committee members
• Changes of the statutes and articles (section 9, paragraph 3 a of these statutes)
• Liquidation of the society (section 9, paragraph 3 b of these statutes)
• Appeal on the decision to expulsion of members (section 5, paragraph 2 of these statutes)
• Amount and due date of the membership fees (section 4, paragraph 1 of these statutes)
• Establishment of a board of trustees (section 16 of tese statutes)
• Appointment of honorary members (section 3, paragraph 3 of these statutes)
• All other business transferred to the general assembly by the managing committee.
  

§ 8 Calling of the General Assembly

1. The general assembly will be called annually by the managing committee a minimum of 4 weeks in advance by
   - personal invitation using ordinary mail to the last known address
   - electronic mail (e-mail) to the last know address.
2. Together with the invitation to the general assembly, the agenda decided on by the managing committee has to be distributed.
3. The managing committee must call a general assembly immediately as soon as it is deemed necessary in the interest of the society or in the event that 10% of the members require the calling of the general assembly in writing and mentioning the purpose and the reasons for this.

§ 9 Decisions of the General Assembly

1. The general assembly is chaired by the president of the managing committee or in case the president is prevented from attending the general assembly by the vice president. In case no member of the managing committee according to 3 26 BGB is present, a chair person has to be determined in advance by the managing committee.
2. The general assembly is competent to pass a resolution disrespecting the number of members present. This fact must be mentioned explicitly in the invitation.
3. Each member – including honorary members – has one vote. Resolution basically require simple majority of the valid votes. Abstentions are left out of consideration.
   The following resolutions require a majority of ¾ of the valid votes:
• Resolutions concerning changes to the statutes and articles including changes tp the purpose of the society
• Resolutions concerning the liquidation of the society
4. For voting, a member can be represented by another member, whereas no member may accumulate more than 3 votes. Transfer of votes needs to be authorized in writing and must be repeated for each general assembly.
5. Each resolution passed by the general assembly must be documented in writing which must be signed by the chairman and the minute-taker.

§ 10 Composition of the Managing Committee, Appointment of the Members of the Managing Committee

1. The managing committee consists of a maximum of 7 members. It is elected by the general assembly for a term of three years. Re-election is permissible. Only natural persons can be member of the managing committee.
2. The managing committee of the society according to § 26 BGB consists of a president and a vice president.
3. President and vice president are elected from the members of the managing committee by the managing committee. Re-election is permissible. President and vice president must be elected separately. Election is valid for the term of membership in the managing committee.
4. The position as a member in the managing committee, as president or vice president is terminated upon:
• Expiration of the term of the managing committee, the member of the managing committee remains in office until a new managing committee according to $ 26 BGB is elected
• Death of the member of the managing committee
• Resignation which is permissible at any time if declared to the society in writing a minimum of 1 month in advance.
  
  In case a member of the managing board, the president or vice president is resigning during the term, a substitute member for the remaining term can be elected by the managing board.
5. Changes in composition according to § 26 BGB (section 10, paragraph 2 of these terms) must be registered immediately with the “Vereinsregister”.

§ 11 Duties of the Managing Committee

1. The managing committee is responsible for conducting the business of the society. It is responsible for all matters as far as they are not assigned to the general assembly by these statutes. It also assumes the following tasks:
• Preparation of the general assembly and draft of an agenda
• Call of the general assembly
• Execution of resolutions passed by the general assembly
• Draft of a budget plan for each business year, recording of the earnings and spending including the annual accounts according to section 19, paragraph 3 of these statutes
• Decision upon the acceptance and expulsion of members
• Execution of the rights as a partner in partnerships or businesses, the society has a share in.
2. The managing board can appoint a secretary to fulfil its tasks, who however, is not an organ according to 3 30 BGB. Term and conditions of appointment is laid down by the managing board.

§ 12 Decision Making by the Managing Committee

1. Decisions of the managing committee are made during meetings. There must be one meeting of the managing committee per quarter. Meetings of the managing committee are called by the president or in case of prevention of the president by the vice president a minimum of one week in advance by:
   - personal invitation by regular mail to the last known address
   - personal invitation via electronic mail (e-mail) to the last known address
   - by telephone or
   - by telegraph
   to the members of the managing committee also presenting an agenda for the meeting. The managing committee must be called in case a minimum of two members of the managing committee are requesting the call according to § 26 BGB. In case a meeting of the managing committee is not called within 2 week, the members of the managing committee demanding the meeting are authorized to call the meeting themselves.
2. The managing committee constitutes a quorum in case more than 50% of its members are present. Decisions are made based on majority of the valid votes cast. Decisions concerning expulsions of members a majority of ¾ of the given votes. In the event of a tie, the vote of the chairman of the managing committee meeting is binding. All decisions of the managing committee have to be documented in writing and signed by the charman and the minute taker.
3. A decision of the managing committee can be made by writing, by telephone or by electronic mail in case all members of the managing committee declare their acceptance to the resolution to be passed and to the form the decision is made.

§ 13 Supervisory Board

1. The supervisory board consists of up to 24 members being composed as follows:
• One representative of the ministry of economic affairs Baden-Württemberg
• Up to 23 additional members. It is intended to have a well balanced involvement of Academia, research organizations, trade, and industry.
2. The supervisory board will elect a president and a vice president. The election is valid for the term of membership in the supervisory board, except the supervisory board dismissed its president or vice president. Multiple re-elections are permissible.
3. The term of the supervisory board lasts for three years. It starts with the constituting meeting of the supervisory board. Re-appointment or re-election is permissible.
4. In case of resignation of a member of the supervisory board, a substitute can only be appointed or elected for the remaining term.
5. The supervisory board is allowed to constitute rules of procedure
6. Members of the managing committee can not be members of the supervisory board.

§ 14 Duties of the Supervisory Board

1. The supervisory board lays down the principles of the societies work and supervises their execution and accordance with objectives put down in the statutes and articles..
2. The supervisory board decides on all important issues as long as the decision is not reserved for the general assembly.
3. Important issues are in particular:
• Long term conception and expansion plans
• Thematic structure of the education and training program
4. Resolutions of the supervisory board are prepared by the managing committee.
5. The supervisory board can form advisory committees from case to case.

§ 15 Meetings of the Advisory Board

1. Meetings of the advisory board must take place at least twice a year. The advisory board is called by its president or the vice president a minimum of two weeks in advance in writing by:
   - personal invitation by ordinary mail to the last known address or
   - electronic mail (e-mail) to the last known address.
   An agenda, the meeting place, date and time of the meeting must be announced together with the invitation.
2. The supervisory board must be called upon written request to the president of the supervisory committee from a minimum of three members of the advisory board or the managing committee. In case the superrvisory board is not called within two weeks, the members requesting the call or the managing committee are authorized to call a meeting of the supervisory board themselves.
3. The supervisory board has a quorum in case a minimum f 50% of its members are present or represented. In case there is no quorum, the president of the supervisory board must immediately call a meeting having the same agenda. In this case, the supervisory board has a quorum regardless of the number of members present. This fact must be mentioned in the invitation.
4. Each member of the supervisory board has one vote. Resolutions are passed with the majority of valid votes. In the case of a tie, the vote of the chairman is decisive.
5. The meeting of the advisory board is chaired by its president or in case the president is prevented from attending the meeting by its vice president. In case president and vice president are prevented, the oldest member present of the advisory board will chair the meeting.
6. Each member of the advisory board can be represented by another member whereas no member can represent more than one additional vote. Authorization must be in writing and has to be renewed for each meeting.
7. All resolutions passed by the advisory board must be documented in writing and signed by the chairman and the minute-taker.
8. Members of the managing committee are allowed to take part in the meetings of the advisory board except, the advisory board passes a different resolution. Members of the managing committee have no vote. The managing committee must be informed about meetings of the advisory board.
9. Competent guests can be invited by the party calling the meeting of the advisory board.

§ 16 Board of Trustees

1. Upon resolution of the general assembly, a board of trustees can be formed by the general assembly for advisory service to the managing committee. The board of trustees must consist of no more than ten members. The members of the board of trustees are appointed or dismissed by the managing committee.
2. Details are regulated by rules of procedure determined by the managing committee.

§ 17 Legal Representation of the Society

1. The society will be legally represented in court and out of court by the president an the vice president of the managing committee together. By resolution of the managing committee, either can be granted sole representation or waiver of the limitations according to § 181 BGB.

IV. Properties of the Society

§ 18 Property Administration of the Society

1. Property administration of the society is within the responsibility of the managing committee and must comply with all tax and other regulations applicable to not for profit organizations additionally, it must be in accordance with these statutes.
2. The societies funds must be used exclusively for purposes laid down in these statutes. The funds must be used promptly for the fulfilment of the societies purpose. The members do not get any allocation of funds from the society. No person must be favoured by expenses not consitent with the purpose of the society or by excessively high reimbursements.

§ 19 Business Year, Annual Account

1. The business year of the Society is consistent with the calendar year. The first business year will end at December 31 st 2002.
2. The managing committee according to § 26 BGB must keep proper record of the properties as well as on the earnings and spending of the society.
3. After a maximum of six months after the end of each business year, the managing committee according to § 26 BGB must present the annual account including a table of properties and an annual report. The annual report must provide insight into the activities of the society during the past business year.

§ 20 Intellectual Property

1. Inventions made by employees of the society or an affiliated institute must be handled according to the “law for employed inventors” (Arbeitnehmererfindergesetz ArbErfG) as well as according to privately employed inventors or in the case of an affiliated institute according to its rules.
2. In case freelancers working for the society or an affiliated institute, their contract must declare the regulations of ArbErfG binding.

V. Liquidation of the Society

§ 21 Liquidation of the Society

1. The general assembly is deciding upon the liquidation of the society.
2. In the case of liquidation or annulment of the society, its properties must be used for tax privileged purposes according to the section “tax privileged purposes” (Steuerbegünstigte Zwecke) of the German fiscal code (Abgabenordnung, AO). Resolutions concerning the future use of the societies property must be executed only after approval of the inland revenue office.
3. Members must not claim any of the societies properties upon liquidation or annulment of the society.

§ 22 Liquidation

1. In the case of liquidation, the members of the managing committee act as liquidators. The chapters 10 to 12 and chapter 17 are valid accordingly.

§ 23 Salvatory Clause

In case single regulations of these statutes and articles are become ineffective, the validity of all other regulations will remain untouched. In such a case, the members are obliged to immediately agree upon a revised version consistent with their economic interest, the legal framework and the rules applying to not for profit societies. In the case of loophole in these statutes action must be taken accordingly.

These statutes have been agreed upon by the founding members on July 11 th 2002 and will become effective immediately.

Signed by the founding members