Membership

(1) The name of the association is EUROPE-LATIN AMERICAN ARBITRATION ASSOCIATION e.V. - hereinafter referred to as the "Association".

(2) The registered office of the Association is in Hamburg, Germany.

(3) The Association shall be entered in the register of associations of the district court of Hamburg.

(1) The purpose of the association is the promotion of science and research in the field of alternative dispute resolution with a focus on arbitration.

(2) The purpose of the Statutes will be realized through the development, implementation and continued adaptation of rules for dispute resolution in legal relations between Europe and Latin America, with particular focus on arbitration. The necessary work in the field of comparative law and analysis of international and national legal rules should take place in cooperation with national and foreign institutions, some of which are also non-profit organisations, and the results should be made known in events and through publications.

(3) The Association pursues exclusively and directly non-profit purposes in the sense of the section "Tax-privileged purposes" of the German Tax Code. The Association is selflessly active; it does not primarily pursue its own economic purposes. Funds of the Association may only be used for statutory purposes. The members do not receive any contributions from the funds of the Association. No person may benefit from expenses that are alien to the purpose of the Association or from disproportionately high remuneration.

(1) Any natural or legal person and associations thereof may become a member of the Association if they are willing and promise to promote the purpose of the Association as set out in Article 2 according to their abilities.

(2) The application for admission as a member is to be addressed to the board of the Association. Applications for admission can be submitted in writing, by fax or by sending a pdf document by e-mail. The board decides on the application for membership. There is no need to justify its refusal.

(3) Institutional Founding Members of the Association are the Lateinamerikaverein e.V., Hamburg and the Verein "Rechtsstandort Hamburg e.V.".

(1) Membership ends:
(a) with death,
(b) with voluntary resignation,
(c) by the loss of legal capacity,
and, after a majority decision by the Executive Board,
(d) by exclusion.

(2) Voluntary resignation must be declared in writing to the Executive Board to the end of the financial year, observing a three-month notice period.

(3) A member can only be expelled by majority decision of the Executive Board if he or she
(a) fails to meet its payment and contribution obligations towards the Association within six months after the due date despite a written reminder,
(b) becomes permanently insolvent,
(c) loses eligibility for public office,
(d) grossly violates the purpose of the Statutes, damages the reputation of the Association or have proved themselves unworthy of membership in any other way; a written reminder with a deadline for remedy is unnecessary if the conduct of the member has such serious effects on the Association that further membership is unreasonable for the Association.

(1) The Association is financed by:
(a) Foundation contributions and financing commitments of its Institutional Founding Members;
(b) Admission fees and annual membership fees,
(b) administrative fees,
(c) grants,
(d) fees and proceeds from the organization of seminars or other activities in accordance with the purpose of the Association in accordance with Article 2.

(2) The amount of the annual membership fee and the admission fee is determined in a membership fee schedule. The first annexed contribution regulations were adopted by the founding meeting in accordance with the Statutes. Adjustments are determined by the General Meeting upon proposal of the board with effect from the beginning of the year after next. The membership fee is due on 15 February of each calendar year; in the event of late payment, an administrative fee of an amount to be determined by the Advisory Board will be charged. Contributions to the Association are granted voluntarily or for a fixed period of time.

(3) The General Assembly can reduce the amount of the admission fee as well as of the annual membership fees at the request of an applicant for the membership of an individual member as a natural person, a non-profit organization, a legal person or an association of persons or grant a complete exemption. The General Assembly authorises the Board to conclude special agreements with organisations whose involvement, by the nature of the activity or the purpose of the organisation, serves the Association in achieving and promoting its purpose.

(4) The financial year of the Association corresponds to the calendar year.

The organs of the Association are:
(a) the General Assembly,
(b) the Board of Directors,
(c) the Advisory Board.

(1) The Executive Board shall consist of a Chairman (President), two Vice-Chairmen (Vice-Presidents) and up to three additional members. It appoints the Chairman, his first and second deputies, the Treasurer and the Secretary from among its members. If the Executive Board consists of only three members, the first deputy chairman is treasurer and the other deputy chairman is secretary. The Executive Board may be supported by other persons in the performance of its duties ("Extended Executive Board").

(2) The Executive Board within the meaning of § 26 BGB consists of the First Chairman and the two Deputy Chairmen.

(3) The Association shall be represented jointly by two members of the Executive Board in court and out of court within the meaning of § 26 BGB (German Civil Code). The members of the Executive Board are exempt from the restrictions of §181 BGB. The Executive Board may grant sole power of representation.

(4) The Institutional Founding Members are permanently represented as follows, each with one seat in the Executive Board: the Verein Rechtsstandort Hamburg e.V. with one seat in the Executive Board within the meaning of § 26 BGB and the Lateinamerikaverein e.V. with one seat among the up to three additional Board members. The remaining members of the Executive Board are elected by the General Assembly for four years. The Executive Board remains in office until a new Executive Board has been elected.

(5) If a board member resigns before the end of his term of office, a substitute member with a term of office until the end of the remaining term of office shall be elected at the following General Assembly.

(1) The Executive Board is responsible for all Association matters which are not assigned to another organ of the Association by the statutes. In particular, the Executive Board has the following duties:
(a) Preparation and convening of the General Assembly as well as setting the agenda;
(b) Execution of resolutions of the General Assembly;
(c) Resolution on the presentation of the budget and the annual financial statements;
(d) Passing resolutions on the admission and expulsion of members.

(2) In important matters, the Executive Board gives the Advisory Board the opportunity to express itself.

(3) The Executive Board is authorized to make all changes to the Statutes except changes to the purpose of the Association, which are necessary for the entry of the Association in the register of associations.

(1) The General Assembly of Members
(a) elects the Executive Board,
(b) ratifies the acts of the Executive Board,
(c) approves the budget and the annual accounts,
(d) is authorized to amend the Articles of Association.

(2) The General Assembly is to be called once in the course of the business year. The Chairman of the Executive Board or one of his deputies chairs the General Assembly.

(3) Extraordinary General Assemblies are to be called if the interests of the Association so require, as well as at the request of the Executive Board and on a written request of at least 10 % of the members, with justification and purpose.

(4) The Executive Board sets the agenda and sends an invitation including the agenda to the members. Sending by e-mail is sufficient.

(5) Resolutions are passed by majority vote of the members present. In the event of a tie, the chairman of the General Assembly has the casting vote.

(6) Minutes shall be taken of the resolutions of the General Assembly, which shall be signed by the Secretary and the Chairman of the Executive Board; the minutes shall be made available to all members (also in electronic form).

(1) The annual General Assembly and extraordinary General Assemblies shall take place regularly at the seat of the Association, but at the election of the Executive Board also at the location and within the framework of the Latin America Day organized annually by the Lateinamerikaverein e.V.. It may also take place virtually if the technical requirements are met. The invitation must be issued at least 4 (four) weeks before a General Assembly.

(2) The General Assembly can vote on matters which were sent to all members by e-mail or fax at least two weeks before the General Assembly.

(3) Resolutions are passed by a majority of the votes of the members present or represented. Resolutions at a General Assembly may be passed by e-mail, including explanations of vote, provided this is announced in the invitation to the General Assembly for the topics mentioned therein. Such decisions shall take effect if
(i) the Chairman or one of his deputies sends an e-mail to the addresses of all members duly provided by each member; and
(ii) at most 20% of the e-mails are doubtful due to technical indications, e.g. the error message "information by the filemaster of failure in delivery",
(iii) in the cases referred to in (ii), the attempt has been made and documented to send the contents of the e-mail to a fax number, if one has been provided by the Member,
(iv) the voting received by e-mail can be clearly assigned to a Member because it was received from an e-mail address duly provided by the Member,
(v) Members have had ten (10) days to respond; and
(vi) more than 50% of the total votes cast support the decision;
(vii) In this context, any consent given in writing (e.g. a signed document containing the resolution for which the vote is cast) or by fax shall be deemed to be a valid e-mail and vote.

(1) The Advisory Board advises and supports the other organs of the Association.

(2) Chambers of Commerce, legal associations, legal education and research institutions as well as other organisations which feel connected to the purpose of the Association may be appointed as members of the Advisory Board. In individual cases, natural persons may also be appointed as members of the Advisory Board.

(3) The appointment is made upon decision of the Executive Board. There is no right of appeal. Applications for admission can be rejected without giving reasons. The appointment is for three years. For renewal, the sentences one to three shall apply without the requirement of an application. Withdrawal from the Advisory Board is possible at any time by written declaration to the Executive Board. In justified cases, in particular in case of a serious violation of the interests of the Association, an advisory board member may be expelled by the Executive Board at any time after having been heard.

(4) Each member of the Advisory Board appoints a permanent representative. A financial contribution for the membership in the Advisory Board is not raised by the Association.

(1) The dissolution of the Association shall take place in accordance with the provisions of the law.

(2) In the event of dissolution of the Association or the discontinuation of tax-privileged purposes, the assets of the Association shall be transferred to a legal entity under public law or another tax-privileged body for use for the promotion of science and research in the field of international arbitration. The Executive Board or the liquidator shall take this decision.

(3) Grants of assets or shares of assets to members of the Association are prohibited.

(1) Due to special requirements of German law, the German version of the Articles of Association shall take precedence over any English, Spanish and Portuguese versions if they differ.

(2) German law applies.